LEASE AGREEMENT

Exhibit 10.9

***Confidential Treatment Requested

LEASE AGREEMENT

Champion Station

000 Xxxx Xxxxxx Xxxxx

Xxx Xxxx, Xxxxxxxxxx

LANDLORD:

XX XXXXXX SV LLC

TENANT:

SILVER SPRING NETWORKS, INC.

***Certain omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934.

TABLE OF CONTENTS

			Page

BASIC LEASE INFORMATION			1
ARTICLE 1 DEFINITIONS			4

	1.1	Definitions	4

ARTICLE 2 PREMISES, TERM AND POSSESSION			8

	2.1	Premises	8
	2.2	Commencement Date and Term	8
	2.3	Condition and Acceptance of the Premises	8
	2.4	Tenant’s Option to Extend	9

ARTICLE 3 RENT, ADDITIONAL RENT, LATE CHARGES AND SECURITY DEPOSIT			11

	3.1	Base Monthly Rent	11
	3.2	Additional Rent	11
	3.3	Year-End Adjustments	12
	3.4	Method of Allocation of Operating Expenses; Cost Pools	12
	3.5	Late Charge and Interest	12
	3.6	Payment of Rent	12
	3.7	Prepaid Rent	13
	3.8	Impositions Payable by Tenant	13
	3.9	Expense Claim; Examination of Landlord’s Books and Records	13
	3.10	Rent Abatement Purchase	14

ARTICLE 4 USE OF PREMISES AND OUTSIDE AREAS			14

	4.1	Permitted Use	14
	4.2	General Limitations on Use	14
	4.3	Noise and Emissions	15
	4.4	Trash Disposal	15
	4.5	Parking	15
	4.6	Signs	16
	4.7	Compliance with Requirements	16
	4.8	Compliance with Insurance Requirements	17
	4.9	Landlord’s Right To Enter	17
	4.10	Use of Outside Areas	17
	4.11	Rules and Regulations	17
	4.12	Hazardous Materials	18
	4.13	Consumption Data	19

ARTICLE 5 REPAIRS, MAINTENANCE, SERVICES AND UTILITIES			20

	5.1	Repair and Maintenance	20
	5.2	Utilities	21
	5.3	Telecommunication and Data Services	21
	5.4	Security	21
	5.5	Energy and Resources; Reporting Requirements	21
	5.6	Limitation of Landlord’s Liability	22

			Page
ARTICLE 6 ALTERATIONS			22

	6.1	By Tenant	22
	6.2	Insurance	22
	6.3	Ownership of Improvements	22
	6.4	Required Alterations	23
	6.5	Liens	23
	6.6	Minor Alterations	23

ARTICLE 7 ASSIGNMENT AND SUBLETTING			23

	7.1	Restrictions on Tenant’s Transfers	23
	7.2	Notice of Proposed Transfer	23
	7.3	Standards and Conditions for Approval	23
	7.4	Costs and Expenses	24
	7.5	Excess Rent	24
	7.6	Terms of Consent	24
	7.7	Landlord’s Recapture Right	24
	7.8	No Release	25
	7.9	No Encumbrance	25
	7.10	Assignment or Subletting without Landlord’s Consent	25
	7.11	Tenant Remedies	26

ARTICLE 8 WAIVER AND RELEASE AND INDEMNITY			26

	8.1	Waiver and Release	26
	8.2	Tenant’s Indemnification of Landlord	26

ARTICLE 9 INSURANCE			26

	9.1	Tenant’s Insurance	26
	9.2	Mutual Waiver of Subrogation	27
	9.3	Landlord’s Insurance	27

ARTICLE 10 CASUALTY DAMAGE			28

	10.1	Landlord’s Restoration Obligation	28
	10.2	Landlord’s Repair Notice	28
	10.3	Landlord’s Termination Right	28
	10.4	Tenant’s Termination Rights	29
	10.5	Tenant’s Restoration Obligations	29
	10.6	Insurance Proceeds	29
	10.7	Landlord not Liable for Business Interrupt	29
	10.8	Rent Abatement	29
	10.9	Casualty Prior to Completion of Initial Improvements	30
	10.10	Waiver	30
	10.11	Tenant Improvements, Alterations and Personal Property	30

ARTICLE 11 CONDEMNATION			30

	11.1	Tenant’s Right to Terminate	30
	11.2	Landlord’s Right to Terminate	30
	11.3	Restoration	30
	11.4	Temporary Taking	30
	11.5	Division of Condemnation Award	30

			Page
	11.6	Abatement of Rent	30
	11.7	Tenant’s Waiver	31
	11.8	Taking Defined	31

ARTICLE 12 DEFAULT AND REMEDIES			31

	12.1	Events of Default	31
	12.2	Tenant Cure Periods	32
	12.3	Landlord’s Remedies upon Occurrence of Event of Default	32
	12.4	Lease Termination Damages	32
	12.5	Landlord’s Right to Cure Defaults	32
	12.6	Efforts to Relet	33
	12.7	Remedies Cumulative	33
	12.8	Landlord’s Default	33

ARTICLE 13 SUBORDINATION; ESTOPPELS			34

	13.1	Subordination to Encumbrances	34
	13.2	Estoppels	35

ARTICLE 14 SALE OR TRANSFER BY LANDLORD; LEASE NONRECOURSE TO LANDLORD			35

	14.1	Sale or Transfer by Landlord	35
	14.2	Lease Nonrecourse to Landlord	35

ARTICLE 15 SURRENDER OF POSSESSION; HOLDING OVER			36

	15.1	Surrender of Possession	36
	15.2	Holding Over	36

ARTICLE 16 SECURITY DEPOSIT			37

	16.1	Delivery of Letter of Credit	37
	16.2	Transfer of Letter of Credit	37
	16.3	In General	37
	16.4	Application of Letter of Credit	38
	16.5	Security Deposit	38
	16.6	Reduction of Letter of Credit Amount	39

ARTICLE 17 NOTICES			40

ARTICLE 18 RIGHT OF FIRST OFFER			40

	18.1	First Offer Space; Exercise	40
	18.2	Terms and Conditions	40
	18.3	Conditions to Exercise	41

ARTICLE 19 PROHIBITED TRANSACTIONS			41

ARTICLE 20 CAFETERIA			41

	20.1	Construction and Use	41
	20.2	Operation	41
	20.3	Costs	42
	20.4	Cafeteria Restoration Work	42

iii

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ARTICLE 21 ROOF TOP EQUIPMENT			42

	21.1	License	42
	21.2	Interference	42
	21.3	Roof Repairs	43
	21.4	Rules and Regulations	43
	21.5	Rights Personal to Original Tenant	43

ARTICLE 22 FITNESS FACILITY			43

	22.1	Construction and Use	43
	22.2	Operation	43
	22.3	Restoration	44

ARTICLE 23 RESERVED			44

ARTICLE 24 GENERAL			44

	24.1	No Joint Venture	44
	24.2	Successors and Assigns	44
	24.3	Construction and Interpretation	44
	24.4	Severability	44
	24.5	Entire Agreement	44
	24.6	Governing Law	44
	24.7	Costs and Expenses	44
	24.8	Standards of Performance and Approvals	45
	24.9	Brokers	45
	24.10	Quiet Enjoyment	45
	24.11	Force Majeure	45
	24.12	Name of Building; Address	45
	24.13	Survival of Obligations	46
	24.14	Time of the Essence	46
	24.15	WAIVER OF TRIAL BY JURY	46
	24.16	Consent to Venue	46
	24.17	Financial Statements	46
	24.18	Modification of Lease	46
	24.19	No Option	46
	24.20	Independent Covenants	46
	24.21	Compliance with Anti-Terrorism Law	46
	24.22	Rent Not Based on Income	47
	24.23	Waiver	47
	24.24	Tenant’s Authority	47
	24.25	Accessibility Disclosure	47
	24.26	Counterparts	47

LEASE AGREEMENT

BASIC LEASE INFORMATION

This Basic Lease Information is incorporated into and made a part of this Lease. Each reference in this Lease to the Basic Lease Information shall mean the applicable information set forth in the Basic Lease Information, except that in the event of any conflict between an item in the Basic Lease Information and any other provision of this Lease, this Lease shall control.

Lease Date:		October 23, 2015

Landlord:		XX Xxxxxx SV LLC, a Delaware limited liability company

Tenant:		Silver Spring Networks, Inc., a Delaware corporation

Tenant’s Address for Notices (after Lease Commencement Date):		000 Xxxx Xxxxxx Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxxx

		with copy to:

		000 Xxxx Xxxxxx Xxxxx
		Xxx Xxxx, Xxxxxxxxxx 00000
		Attn: General Counsel;

Tenant’s Address for Notices (before Lease Commencement Date):		000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxxx

		with copy to:

		000 Xxxxxxxx Xxxxxx
		Xxxxxxx Xxxx, Xxxxxxxxxx 00000
		Attn: General Counsel

Tenant’s Representative:		Xxxxx Xxxxxxxx

Phone Number:		***

Landlord’s Address for Notices:		XX Xxxxxx SV LLC
		c/o TMG Partners
		000 Xxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
		Attn: Xxxx Xxxxx

Landlord’s Address for Payments:		Same as address for notices above

Landlord’s Representative:		Xxxx Xxxxx

Phone Number:		(000) 000-0000

Project:		The office campus project located in the City of Xxx Xxxx, Xxxxxx xx Xxxxx Xxxxx, Xxxxx xx Xxxxxxxxxx comprised of four (4) office/research and development buildings (each a “Project Building”) and Outside Areas (as defined in Section 1.1.26), depicted on the Site Plan attached hereto as Exhibit A, having addresses of 190, 210, 230 and 000 Xxxx Xxxxxx Xxxxx and commonly known as Champion Station.

Building:		The Project Building within which the Premises are located, having an address of 000 Xxxx Xxxxxx Xxxxx.


Premises:		Approximately 95,484 rentable square feet comprising the entire rentable square footage of the Building.

Delivery Date:		The date that Landlord delivers possession of the Premises to Tenant in accordance with Section 2.3, which date is anticipated to be January 1, 2016 (the “Anticipated Delivery Date”).

Lease Commencement Date:		The date that is the earlier of (a) April 1, 2016, subject to Section 2.3 and (b) the date on which Tenant first commences to conduct business in any portion of the Premises.

Base Rent Commencement Date:		The date that is one hundred eighty-three (183) days after the Lease Commencement Date.

Term:		The period commencing on the Lease Commencement Date and ending on the Expiration Date (or any earlier date on which this Lease is terminated as provided herein).

Expiration Date:		The last date of the one hundred twenty-sixth (126^th) full calendar month after the Lease Commencement Date.

Base Monthly Rent:

Period of Time		Base Monthly Rent
Base Rent Commencement Date to the last day of the 12^th full calendar month of the Term		$219,613.20
13^th through 24^th full calendar months of the Term		$227,251.92
25^th through 36^th full calendar month of the Term		$234,890.64
37^th through 48^th full calendar months of the Term		$243,484.20
49^th through 60^th full calendar months of the Term		$252,077.76
61^st through 72^nd full calendar months of the Term		$260,671.32
73^rd through 84^th full calendar months of the Term		$270,219.72
85^th through 96^th full calendar months of the Term		$279,768.12
97^th through 108^th full calendar month of the Term		$289,316.52
109^th through 120^th full calendar months of the Term		$299,819.76
121^st full calendar month through the Expiration Date		$310,323.00
Extension Term		As determined in accordance with Section 2.4

Tenant’s Proportionate Share of the Building:		100%

Tenant’s Proportionate Share of the Project:		24.94%

Prepaid Rent:		Two Hundred Fifty Nine Thousand Six Hundred Twenty One and 00/100 Dollars $259,621.00)

Security Deposit:		Eight Hundred Seventy Eight Thousand Four Hundred Fifty Two and 80/100 Dollars ($878,452.80), in the form of a Letter of Credit.


Permitted Use:		General office use, research and development use, engineering use, electronics lab and any other related use (including a Cafeteria and Fitness Facility) to the extent permitted in the applicable zoning ordinance of the City of San Xxxx and the REA, and for no other uses or purposes.

Parking:		3.25 parking spaces per 1,000 rentable square feet of the Premises, of which 31 parking spaces shall be provided on an exclusive basis subject to the provisions of Section 4.5 and up to 12 of which exclusive spaces may be used for electric charging stations in accordance with Section 4.5.

Brokers:

Landlord’s Broker:		Colliers International Xxxxx Xxxx LaSalle

Tenant’s Broker:		Xxxxx Lang LaSalle

Exhibits:

Exhibit A:		Site Plan
Exhibit B:		Floor Plan of the Premises
Exhibit C:		Confirmation
Exhibit D:		Work Letter
Exhibit E:		Rules and Regulations
Exhibit F:		REA
Exhibit G:		Form of Letter of Credit
Exhibit H:		Tenant’s Initial Signage
Exhibit I:		Initial List of Approved Building System Maintenance Contractors
Exhibit J:		Rooftop Rules and Regulations
Exhibit K:		List of Tenant’s Competitors
Schedule 1:		Purchase Amount for Rent Abatement

LEASE AGREEMENT

THIS LEASE is made and entered into by and between Landlord and Tenant as of the Lease Date. Landlord and Tenant hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. Any term that is given a special meaning by any provision in this Lease shall, unless otherwise specifically stated, have such meaning whenever used in this Lease or in any Addenda or amendment hereto. In addition to the terms defined elsewhere in this Lease, the following terms shall have the following meanings:

1.1.1 Alterations. The term “Alterations” means alterations, modifications, additions or other improvements to the Premises made by or on behalf of Tenant other than (a) the initial leasehold improvements, if any, made by or on behalf of Tenant pursuant to the Work Letter or (b) Tenant’s inventory, personal property, equipment, movable furniture, wall decorations and trade fixtures.

1.1.2 Anti-Terrorism Laws. The term “Anti-Terrorism Laws” means all Requirements relating to terrorism, anti-terrorism, money-laundering or anti-money laundering activities, including without limitation the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, Executive Order No. 13224, and Title 3 of the USA Patriot Act, and any regulations promulgated under any of them.

1.1.3 Applicable Laws. The term “Applicable Laws” means all applicable laws, statutes, ordinances, orders, judgments, decrees, regulations, permit conditions, and requirements of all courts and all federal, state, county, municipal or other governmental or quasi-governmental authorities, departments, commissions, agencies and boards now or hereafter in effect, including, but not limited to, the Americans With Disabilities Act (42 U.S.C. § 12101 et seq.) and Title 24 of the California Code of Regulations and all regulations and guidelines promulgated thereunder.

1.1.4 Bankruptcy Code. The term “Bankruptcy Code” means the United States Bankruptcy Code or any state bankruptcy code.

1.1.5 Building Systems. The term “Building Systems” means all systems serving the Building in general, including, but not limited to, the fire/life safety, electrical, plumbing, HVAC, including all components thereof and related equipment, but excluding any equipment that is separately installed by or on behalf of Tenant and any distribution systems or equipment existing within the Premises.

1.1.6 Business Day. The term “Business Day” means Monday through Friday of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day, the day that is observed as the national holiday for Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, and Christmas Day, and additional holidays designated by Landlord, of which Landlord provides written notice to Tenant, and that are commonly recognized by other Comparable Buildings.

1.1.7 Casualty. The term “Casualty” means fire, earthquake, or any other event of a sudden, unexpected, or unusual nature.

1.1.8 Claims. The term “Claims” means any and all obligations, losses, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, suits, orders or judgments), causes of action, liabilities, penalties, damages, costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses).

1.1.9 Control. The term “Control” of an entity means the ownership, directly or indirectly, of more than fifty percent (50%) of the equity interests in such entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ability to exercise voting power, by contract or otherwise

1.1.10 Encumbrance. The term “Encumbrance” means any ground lease or underlying lease, or the lien of any mortgage, deed of trust, or any other security instrument now or hereafter affecting or encumbering the Project, or any part thereof or interest therein.

1.1.11 Encumbrancer. The term “Encumbrancer” means a holder of the beneficial interest under an Encumbrance.

1.1.12 Environmental Laws. The term “Environmental Laws” means all Requirements relating to the environment, health and safety, or the use, generation, handling, emission, release, discharge, storage or disposal of Hazardous Materials.

1.1.13 Event of Default. The term “Event of Default” shall have the meaning set forth in Section 12.1.

1.1.14 Excess Rent. The term “Excess Rent” shall have the meaning set forth in Section 7.5.

1.1.15 Executive Order No. 13224. The term “Executive Order No. 13224” means Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, and relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism,” as may be amended from time to time and to the extent renewed.

1.1.16 Force Majeure. The term “Force Majeure” shall have the meaning set forth in Section 24.11.

1.1.17 Hazardous Materials. The term “Hazardous Materials” means petroleum, asbestos, polychlorinated biphenyls, radioactive materials, radon gas, or any chemical, material or substance now or hereafter defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “pollutants,” “contaminants,” “extremely hazardous waste,” “restricted hazardous waste” or “toxic substances,” or words of similar import, under any Environmental Laws. Notwithstanding the foregoing, reasonable quantities of customary office products, and cleaning and janitorial supplies, including household chemicals, adhesives, lubricants, and cleaning fluids appropriate for the conduct of Tenant’s business at the Premises (collectively, “Cleaning Supplies”) shall not constitute “Hazardous Substances” so long as they are stored and used in accordance with Applicable Laws.

1.1.18 Impositions. The term “Impositions” means assessments, charges, excises and levies, business taxes, license, permit, inspection and other authorization fees, transit development fees, assessments or charges for housing funds, service payments in lieu of taxes and any other fees or charges of any kind at any time levied, assessed, charged or imposed by any Federal, State or local entity, (a) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures or other personal property located in the Premises, or the cost or value of any Alterations; (b) upon, or measured by, any Rent payable hereunder, including any gross receipts tax; (c) upon, with respect to or by reason of the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; or (d) upon this Lease transaction, or any document to which Tenant is a party creating or transferring any interest or estate in the Premises. Impositions do not include franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Imposition. Impositions do not include any items included in the calculation of Real Property Taxes.

1.1.19 Indemnitees. The term “Indemnitees” means Landlord and its affiliates and their respective employees, agents, contractors, licensees, invitees, representatives, officers, directors, shareholders, partners, and members.

1.1.20 Interest Rate. The term “Interest Rate” means he greater of (a) ten percent (10%) per annum and (b) the Prime Rate plus six percent (6%) per annum; provided, however, that if such rate of interest shall exceed the maximum rate allowed by law, the Interest Rate shall be automatically reduced to the maximum rate of interest permitted by applicable law.

1.1.21 Landlord’s Insurance Costs. The term “Landlord’s Insurance Costs” means all premiums and costs, including, but not limited to, any deductible amounts, of insurance incurred by Landlord as required hereunder or deemed necessary or advisable in the reasonable judgment of Landlord or required by any Encumbrancer, all in such amounts as Landlord determines to be appropriate.

1.1.22 Major Alterations. The term “Major Alterations” means Alterations that (a) may affect the structural portions of the Building, (b) may affect or interfere with the Building roof, walls, elevators or Building Systems, (c) may be visible from outside the Premises, (d) result in the imposition on Landlord of any requirement to make any Alterations to any portion of the Project (including handicap access and life safety requirements) in order to comply with Requirements, or (e) materially increases the cost to repair or relet the Premises.

1.1.23 Minor Alterations. The term “Minor Alterations” means Alterations (a) that are not Major Alterations, (b) that do not require the issuance of a building or other governmental permit, authorization or approval, (c) that do not require work to be performed outside the Premises in order to comply with Requirements, and (d) the cost of which does not exceed One Hundred Thousand Dollars ($100,000) in any one instance.

1.1.24 Net Worth. The term “Net Worth” means The excess of total assets over total liabilities, determined in accordance with generally accepted accounting principles, excluding, however, from the determination of total assets, goodwill and other intangibles.

1.1.25 Operating Expenses. The term “Operating Expenses” means Real Property Taxes, Landlord’s Insurance Costs, and Property Maintenance Costs.

1.1.26 Outside Areas. The term “Outside Areas” means all areas within the Project which are located outside the Project Buildings, such as entrances, driveways, pedestrian walkways, parking areas, monument signage, landscaped areas, recreational facilities, open areas and trash disposal areas.

1.1.27 Premises. The term “Premises” shall have the meaning set forth in the Basic Lease Information.

1.1.28 Prime Rate. The term “Prime Rate” shall mean the prime rate (or base rate) reported in the Money Rates column or section of The Wall Street Journal as being the base rate on corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank) on the first day on which The Wall Street Journal is published in the month in which the subject sums are payable or incurred.

1.1.29 Prohibited Person. The term “Prohibited Person” shall mean (a) a person or entity that is listed in the Annex to Executive Order No. 13224, or a person or entity owned or controlled by an entity that is listed in the Annex to Executive Order No. 13224; (b) a person or entity with whom Landlord is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; or (c) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http.//xxx.xxxxx.xxx/xxxx/x00xxx.xxx or at any replacement website or other official publication of such list.

1.1.30 Property Maintenance Costs. The term “Property Maintenance Costs” means all costs and expenses (except Landlord’s Insurance Costs and Real Property Taxes) of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management, maintenance, repair, operation or preservation of the Project, the Project Buildings or the Outside Areas now and in subsequent years, including without limitation, (a) professional management fees and expenses, (b) the costs incurred by Landlord in the making of any Alterations as set forth in Section 6.4, (c) the costs of complying with governmental regulations governing Hazardous Materials, subject to Section 4.12.7, (d) such other costs as may be paid or incurred with respect to operating, maintaining and preserving the Project, the Project Buildings or the Outside Areas, such as painting, cleaning, repairing, replacing, and resurfacing the exterior of the Project Buildings (including roofs); repairing, replacing, and resurfacing paved areas; repairing structural parts of the Project Buildings; cleaning, maintaining, restoring and/or replacing the interior of the Premises; maintaining, repairing, installing or replacing Building Systems; providing utilities to the Outside Areas; maintaining, repairing, replacing or installing lighting fixtures, directional or other signs and signals, irrigation or drainage systems, trees, and shrubs; maintaining all landscaped areas; (e) the rental or acquisition costs of supplies, tools, materials and equipment used in connection with the operation, maintenance, management and repair of the Project; and (f) payments under the REA or any other agreement relating to the sharing of costs for the Project. Any Property Maintenance Costs that constitute capital expenditures as determined in accordance with sound real estate accounting and management principles consistent with those generally utilized in Comparable Buildings (collectively, “Included Capital Items”) shall be amortized by Landlord, together with an amount equal to interest at eight percent (8%) per annum, over the estimated useful life of such item, and such amortized costs shall be included in Property Maintenance Costs only for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Twenty Five Thousand Dollars ($25,000) in which case it shall be expensed in the year in which it was incurred.

Property Maintenance Costs shall not include: (i) costs of installing leasehold improvements for prospective tenants or occupants of the Project, (ii) interest and principal payments on mortgages or any other debt costs (except as provided above with regard to Included Capital Items); (iii) rental payments on any ground lease of the Project; (iv) real estate brokers’ leasing commissions; (v) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (vi) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Additional Rent; (vii) amortization or depreciation (except on any Included Capital Items); (viii) Real Property Taxes or any franchise or income taxes imposed upon Landlord (except to the extent Tenant is required to pay such franchise taxes or income taxes in lieu of all or any part of Real Property Taxes as set forth in Section 1.1.32); (ix) Landlord’s Insurance Costs; (x) costs of correcting defects in the design or construction of a Project Building; (xi) costs of repairs or alterations to a Project Building which are required as a result of the failure of the Project Building to comply with Requirements that are applicable to a Project Building as of the Lease Commencement Date; (xii) legal, auditing, consulting and professional fees incurred by Landlord in connection with collecting delinquent rents, preparing tax returns and other financial statements, and audits (other than those incurred in connection with the preparation of statements required pursuant to Section 3.3), as well as in connection with the negotiation or enforcement of leases, financings, refinances, sales, acquisitions, obtaining of permits or approvals, zoning proceedings or actions, environmental permits or actions, disputes with tenants or further development of the Project; (xiii) the wages of any asset managers, leasing agents, officers, directors, or executives of Landlord that are above the rank of senior property manager or the Project’s chief engineer; (xiv) the wages of employees not located at the Project on a full-time basis unless such costs are appropriately allocated between the Project and the

other responsibilities of such employee, (xv) fines, penalties and interest incurred by Landlord for late payment by Landlord or violations of Applicable Laws; (xvi) costs incurred to test, survey, cleanup, contain, xxxxx, remove, or otherwise remedy Hazardous Materials (except that Property Maintenance Costs shall include costs incurred in connection with the prudent operation and maintenance of the Project, such as monitoring air quality, and the costs described in clause (c) above); (xvii) costs of repairs and maintenance covered under any warranties held by Landlord in connection with the Project or the Building Systems; (xviii) depreciation; (xix) costs and expenses of any item or service which Landlord provides selectively to one or more tenants of the Project other than the Tenant or the cost of any work or service furnished to one or more tenants of the Project to a materially greater extent or in a materially more favorable manner than that furnished to Tenant, (xx) overhead costs and profit increment paid to subsidiaries or affiliates of Landlord for services relating to the Premises, the Building and/or the Project to the extent that the costs of such services exceed competitive costs charged by firms that are not related to Landlord; (xxi) contributions to operating expense reserves; (xxii) contributions to charitable organizations; (xxiii) any expenses incurred by Landlord for shows, promotions, and advertising; (xxiv) any cost of acquiring, installing, moving, insuring or restoring objects of art; and (xxv) property management fees to the extent greater than three percent (3%) of the annual gross revenues of the Building.

1.1.31 REA. The term “REA” shall mean that certain Reciprocal Easement Agreement dated as of September 16, 2013, recorded September 17, 2013 as Document Number 22388099 in the Official Records of Santa Xxxxx, as amended by that certain First Amendment to Reciprocal Easement Agreement dated as of August 28, 2014, recorded September 15, 2014 as Document Number 22706166 in the Official Records of Santa Xxxxx, a copy of which is attached hereto as Exhibit F.

1.1.32 Real Property Taxes. The term “Real Property Taxes” means (a) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership or new construction), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power or tax or levy assessments, which are levied or assessed for whatever reason against the Project, a Project Building or the legal parcel of a Project Building or any portion thereof, or Landlord’s interest herein, or the fixtures, equipment and other property of Landlord that is an integral part of the Project and located thereon, or Landlord’s business of owning, leasing or managing the Project or the gross receipts, income or rentals from the Project; (b) all charges, levies or fees imposed by any governmental authority against Landlord by reason of or based upon the use of or number of parking spaces within the Project, the amount of public services or public utilities used or consumed (e.g. water, gas, electricity, sewage or surface water disposal) at the Project, the number of persons employed by tenants of the Project, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Project, or the type of use or uses conducted within the Project; and (c) all costs and fees (including attorneys’ fees) incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If, at any time during the Term, the taxation or assessment of the Project or any portion thereof prevailing as of the effective date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate, substitute, or additional tax or charge (a) on the value, size, use or occupancy of the Project or Landlord’s interest therein or (b) on or measured by the gross receipts, income or rentals from the Project, or on Landlord’s business of owning, leasing or managing the Project or (c) computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is partly based upon property or rents unrelated to the Project, then only that part of such Real Property Tax that is fairly allocable to the Project shall be included within the meaning of the terms “Real Property Tax” or “Real Property Taxes.” Notwithstanding the foregoing, the terms “Real Property Tax” or “Real Property Taxes” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state income tax imposed on Landlord’s income from all sources.

1.1.33 Rent. The term “Rent” means Base Monthly Rent, Additional Rent and all other additional rent, additional charges and amounts payable by Tenant in accordance with this Lease.

1.1.34 Requirements. The term “Requirements” means all Applicable Laws, including Environmental Laws; the provisions of any insurance policy carried by Landlord or Tenant on any portion of the Project, or any property therein; any directive or certificate of occupancy issued pursuant to any law by any public officer or officers applicable to the Project; the provisions of the REA.

1.1.35 Rules and Regulations. The term “Rules and Regulations” has the meaning set forth in Section 4.11.

1.1.36 Sustainable Practices. The term “Sustainable Practices” means any and all sustainable building practices adopted by Landlord in connection with the use and occupancy of the Project and/or as may apply to the Project as a result of all or any part of the Project achieving a specified rating or certification under the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system, or similar rating systems or accreditations, or as required to complete energy consumption data reporting for the Energy Star Portfolio Manager website, or as otherwise required by law, including, without limitation, California Public Resources Code Section 25402.10

1.1.37 Tenant Parties. The term “Tenant Parties” means Tenant and its respective employees, agents, contractors, licensees, invitees, representatives, officers, directors, shareholders, partners, and members.

1.1.38 USA Patriot Act. The term “USA Patriot Act” means the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Public Law 107-56), as may be amended from time to time.

1.1.39 Work Letter. The term “Work Letter “ means the agreement attached hereto as Exhibit D and incorporated herein by reference, which sets forth the respective responsibilities of Landlord and Tenant regarding the design and construction of initial alterations, additions and improvements to prepare the Premises for occupancy by Tenant.

ARTICLE 2

PREMISES, TERM AND POSSESSION

2.1 Premises. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term, and on and subject to Tenant’s continuing compliance with (a) all the terms and conditions of this Lease, (b) all Requirements governing the use of the Premises and the Project subject to Section 6.4, and (c) as to Tenant only, all Rules and Regulations. The Premises have the address and contain the square footage specified in the Basic Lease Information; provided that any statement of square footage set forth in this Lease, or that may have been used in calculating any of the economic terms hereof, is an approximation which Landlord and Tenant agree is reasonable and no economic terms based thereon shall be subject to revision whether or not the actual square footage is more or less. As an appurtenant right to Tenant’s right to use and occupy the Premises, Tenant shall have the right to use the Outside Areas in conjunction with its use of the Premises in compliance with the REA, solely for the purposes for which they were designed and intended and for no other purposes whatsoever. Tenant’s right to so use the Outside Areas shall be subject to the limitations on such use as set forth in Article 4 and shall terminate concurrently with the expiration or termination of this Lease. Landlord reserves from the leasehold estate granted hereunder (i) all exterior walls and windows bounding the Premises and (ii) all rooftop space, subject to Tenant’s rights under Section 4.6.2 and Article 21.

2.2 Commencement Date and Term: The Term of this Lease shall begin on the Lease Commencement Date and shall end on the Expiration Date unless terminated earlier or extended pursuant to the provisions of this Lease. Landlord shall deliver possession of the Premises to Tenant in the condition specified in Section 2.3 below. Landlord shall use commercially reasonably efforts to deliver the Premises on the Anticipated Delivery Date. If Landlord, for any reason whatsoever, cannot deliver to Tenant possession of the Premises in the condition specified in Section 2.3 below on or before the Anticipated Delivery Date, this Lease shall not be void or voidable for a period of one hundred eighty (180) days thereafter, and Landlord shall not be in default or liable to Tenant for any loss or damage resulting therefrom. If Landlord has not delivered the Premises to Tenant on or before the expiration of the one hundred eighty (180) day period following the Anticipated Delivery Date, then Tenant may terminate this Lease upon not less than ten (10) days’ prior written notice to Landlord, but in any event prior to delivery of the Premises.

2.3 Condition and Acceptance of the Premises. Landlord shall deliver possession of the Premises to Tenant with all of the Delivery of Possession Requirements (as defined below) satisfied. Except as provided in this Section 2.3 and the Work Letter, Tenant shall accept the Premises on the Delivery Date in its “as-is” condition, and with no obligation of Landlord to make any alterations, additions or improvements to the Premises or to provide any tenant improvement allowance. Except as provided in this Section 2.3 and Section 5.1.3, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building, or the Project or the suitability of any of the foregoing for the conduct of Tenant’s business. For purposes of this Lease, the “Delivery of Possession Requirements” shall mean that Landlord has delivered the Premises to Tenant (a) broom clean and free of debris, (b) with the Building Systems, the structural elements and foundation of the Building in good working order and condition, and (c) watertight, and that the exterior paths of travel from the Outside Areas to the Premises are constructed in compliance with the Americans With Disabilities Act (42 U.S.C. § 12101 et seq.). If, upon the date of Landlord’s delivery of possession of the Premises to Tenant, Tenant elects not to accept possession of the Premises because Tenant has discovered on or prior to such date that the Delivery of Possession Requirements are not satisfied and provides Landlord, within two (2) Business Days after such date, a written detailed description of the Delivery of Possession Requirements that are not satisfied (“Tenant’s Notice of Failed Delivery Requirements”), then: (1) such delivery of possession of the Premises shall not be deemed to

have occurred, (2) Landlord shall promptly take such action and/or complete such improvements as are necessary to satisfy the conditions described in Tenant’s Notice of Failed Delivery Requirements, (3) the Lease Commencement Date shall be extended day-for-day for each day that is required for Landlord to take such action and/or complete such improvements to deliver the Premises with the applicable Delivery of Possession Requirements satisfied if taking such action and/or completing such improvements actually delays Tenant in completing the Tenant Improvements to the Premises, and (4) at Landlord’s election, Landlord may require the cessation of all Tenant Improvement Work as may be necessary, as determined by Landlord in its sole discretion, to take such actions and/or complete such improvements to satisfy the conditions described in Tenant’s Notice of Failed Delivery Requirements. If Tenant delivers a Tenant’s Notice of Failed Delivery Requirements with respect to the Premises and Landlord elects to require cessation of the Tenant Improvement Work pursuant to clause (4) of the foregoing sentence, Tenant may accept possession of the Premises notwithstanding any unsatisfied Delivery of Possession Requirements to permit Tenant to continue performing the Tenant Improvement Work concurrently with Landlord’s taking such actions and/or completing such improvements as are necessary to satisfy the conditions described in Tenant’s Notice of Failed Delivery Requirements and, upon such election, the Lease Commencement Date shall be ninety (90) days after the date of Tenant’s election. If Tenant accepts possession of the Premises, does not timely deliver a Tenant’s Notice of Failed Delivery Requirements with respect to the Premises and later discovers that any of the Delivery of Possession Requirements for the Premises were not satisfied as of the date of delivery of possession of the Premises, then Landlord shall promptly take such action and/or complete such improvements as are necessary to place the Premises in the required condition but only to the extent required under Sections 5.1.2 and 5.1.3. At any time during the Term, Landlord may deliver to Tenant an agreement in the form set forth in Exhibit C, attached hereto, as a confirmation of the information set forth therein, which Tenant shall execute and return to Landlord within five (5) Business Days of receipt thereof. Tenant’s failure to timely execute and return the confirmation document to Landlord shall be conclusive evidence of Tenant’s agreement with the information as set forth therein. This Lease shall be a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the Term.

2.4 Tenant’s Option to Extend.

2.4.1 Extension Options. Landlord hereby grants to Tenant two (2) consecutive options to extend the Term (each, an “Extension Option” and collectively, the “Extension Options”) for successive periods of five (5) years each (each, an “Extension Term”) commencing on the first day following the Expiration Date, on the terms and subject to the conditions set forth in this Section; provided, however, that (a) an Extension Option shall be exercised, if at all, only with respect to the entire Premises; (b) the second Extension Option may be exercised only if the first Extension Option has been duly exercised; and (c) if Tenant is in monetary or material non-monetary default beyond applicable notice and cure periods under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises an Extension Option or upon the commencement of the applicable Extension Term, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such Extension Option and to unilaterally nullify Tenant’s exercise of such Extension Option, in which event this Lease shall expire on the Expiration Date, unless sooner terminated pursuant to the terms hereof, and Tenant shall have no further rights under this Lease to renew or extend the Term.

2.4.2 Exercise. Tenant shall exercise an Extension Option, if at all, by giving Landlord unconditional, irrevocable written notice of such election not earlier than 360 days and not later than 270 days prior to the Expiration Date (as the same may have been extended), the time of such exercise being of the essence (the “Exercise Period”). Subject to the provisions of this Section 2.4, upon the giving of such notice, this Lease and the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the applicable Extension Term had originally been included in the Term.

2.4.3 Conditions. If Tenant exercises an Extension Option pursuant to Section 2.4.2, all of the terms, covenants and conditions of this Lease shall continue in full force and effect during the applicable Extension Term, including provisions regarding payment of Additional Rent, which shall remain payable on the terms herein set forth, except that (a) the Base Monthly Rent during an Extension Term shall be as determined in accordance with Section 2.4.4, (b) Tenant shall continue to possess and occupy the Premises in their existing condition, “as is,” as of the commencement of such Extension Term, and, subject to and without limiting Landlord’s repair, maintenance and other obligations under this Lease, Landlord shall have no obligation to repair, remodel, improve or alter the Premises, to perform any other construction or other work of improvement upon the Premises, or to provide Tenant with any construction or refurbishing allowance whatsoever, and (c) Tenant shall have no further rights to extend the Term after the expiration of the second Extension Term.

2.4.4 Prevailing Market Rate. The Base Monthly Rent payable by Tenant for the Premises during an Extension Term shall be the Prevailing Market Rate (as defined below) for the Premises, valued as of the commencement of such Extension Term, determined in the manner hereinafter provided. As used herein, the term “Prevailing Market Rate” shall mean the annual Base Monthly Rent that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, for space comparable to the Premises within other comparable first class office/R&D buildings having two (2) or more stories located in the roughly triangular area bounded by Xxxxxxx 000, Xxxxxxxxxx 000 xxx X.X. Xxxxxxx 101 (the “Comparable Buildings”), based upon binding lease

transactions for tenants in Comparable Buildings (“Comparable Leases”). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: (a) the length of the Extension Term compared to the lease term of the Comparable Leases; (b) the rental structure, including, without limitation, rental rates per rentable square foot (including whether gross or net, and if gross, adjusting for base year or expense stop), additional rental, all other payments and escalations; (c) the size of the Premises compared to the size of the premises of the Comparable Leases; (d) the scale of the Project and the availability and adjacency of expansion space compared to the same of the Comparable Leases; (e) the location, floor levels and efficiencies of the floor(s) of the Premises compared to the premises of the Comparable Lease; (f) free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate payable under Comparable Leases; (g) the age and quality of construction of the Building compared to the Comparable Building; (h) the leasehold improvements and/or allowances, including the amounts thereof in renewal leases, and taking into account, in the case of renewal leases (including this Lease), the value of existing leasehold improvements to the renewal tenant; (i) the amenities available to tenants in the Building compared to amenities available to tenants in Comparable Buildings; (j) the energy efficiencies and environmental elements of the Building compared to Comparable Buildings, including improvements required for the U.S. Green Building Council’s Leadership in Energy and Environmental Design certification, (k) the brokerage commissions payable with respect to Comparable Leases and this Lease and (l) the availability of parking, the parking ratio and parking charges with respect to the Building compared to the Comparable Building.

2.4.5 Landlord’s Proposal. Not later than one hundred eighty (180) days prior to the commencement of an Extension Term, provided Tenant has given valid notice of exercise of the applicable Extension Option, Landlord shall deliver to Tenant a good faith written proposal of the Prevailing Market Rate for the Premises for such Extension Term. Within thirty (30) days after receipt of Landlord’s proposal, Tenant shall notify Landlord in writing (a) that Tenant accepts Landlord’s proposal or (b) that Tenant elects to submit the determination of Prevailing Market Rate to arbitration in accordance with Section 2.4.6. If Tenant does not give Landlord a timely notice in response to Landlord’s proposal, Landlord’s proposal of Prevailing Market Rate for the applicable Extension Term shall be binding upon Tenant.

2.4.6 Arbitration.

(a) If Tenant timely elects to submit the determination of Prevailing Market Rate to arbitration, Landlord and Tenant shall first negotiate in good faith in an attempt to determine the Prevailing Market Rate for the applicable Extension Term. If Landlord and Tenant are able to agree within thirty (30) days following the delivery of Tenant’s notice to Landlord electing arbitration, then such agreement shall constitute a determination of Prevailing Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Prevailing Market Rate and the Base Rent for such Extension Term. If Landlord and Tenant are unable to agree on the Prevailing Market Rate within such negotiating period, then within fifteen (15) days after the expiration of such negotiating period, the parties shall meet and concurrently deliver to each other their respective written estimates of Prevailing Market Rate for the applicable Extension Term, supported by the reasons therefor (each, a “Determination”). Landlord’s Determination may be more or less than its initial proposal of Prevailing Market Rate, and Tenant’s Determination may be more or less than any previous proposal of Prevailing Market Rent made by Tenant. If either party fails to deliver its Determination in a timely manner, then the Prevailing Market Rate shall be the amount specified by the other party. The Prevailing Market Rate shall be determined as set forth below, each party being bound to its Determination and such Determinations establishing the only two choices available to the Arbitration Panel (as hereinafter defined).

(b) Within ten (10) days after the parties exchange Landlord’s and Tenant’s Determinations, the parties shall each appoint an arbitrator who shall be a licensed California real estate broker with at least ten (10) years’ experience in leasing commercial office space in Comparable Buildings immediately prior to his or her appointment, and be familiar with the rentals then being charged in the Comparable Buildings. The parties may appoint the real estate brokers who assisted them in making their Determinations as their respective arbitrators. If either Landlord or Tenant fails to appoint an arbitrator, then the Prevailing Market Rate for the Extension Term shall be the Determination of the other party.

(c) Within twenty (20) days following their appointment, the two arbitrators so selected shall appoint a third, similarly-qualified, independent arbitrator who has not had any prior business relationship with either party (the “Independent Arbitrator”). If an Independent Arbitrator has not been so selected by the end of such twenty (20) day period, then either party, on behalf of both, may request such appointment by the local office of the American Arbitration Association (or any successor thereto), or in the absence, failure, refusal or inability of such entity to act, then either party may apply to the presiding judge for the Santa Xxxxx Superior Court, for the appointment of such an Independent Arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment.

(d) Within five (5) days following notification of the identity of the Independent Arbitrator so appointed, Landlord and Tenant shall submit copies of Landlord’s Determination and Tenant’s Determination to the three arbitrators (the “Arbitration

Panel”). The Arbitration Panel, by majority vote, shall select either Landlord’s Determination or Tenant’s Determination as the Base Rent for the applicable Extension Term, and shall have no right to propose a middle ground or to modify either of the two proposals or the provisions of this Lease. The Arbitration Panel shall attempt to render a decision within fifteen (15) Business Days after appointment. In any case, the Arbitration Panel shall render a decision within thirty (30) days after appointment.

(e) The decision of the Arbitration Panel shall be final and binding upon the parties, and may be enforced in accordance with the provisions of California law. In the event of the failure, refusal or inability of any member of the Arbitration Panel to act, a successor shall be appointed in the manner that applied to the selection of the member being replaced.

(f) Each party may submit any written materials to the Arbitration Panel within five (5) Business Days after selection of the Independent Arbitrator. No witnesses or oral testimony (i.e. no hearing) shall be permitted in connection with the Arbitration Panel’s decision unless agreed to by both parties. No ex parte communications shall be permitted between any member of the Arbitration Panel and either Landlord or Tenant following appointment of the Arbitrator Panel until conclusion of the arbitration process. The members of the Arbitration Panel are authorized to walk both the Premises and any space in Comparable Buildings (to the extent access is made available).

(g) Each party shall pay the fees and expenses of the arbitrator designated by such party, and one half of the fees and expenses of the Independent Arbitrator and the expenses incident to the proceedings (excluding attorneys’ fees and similar expenses of the parties which shall be borne separately by each of the parties).

2.4.7 Rent Payment Before Resolution. Until the matter is resolved by agreement between the parties or a decision is rendered in any arbitration commenced pursuant to this Section 2.4, Tenant’s monthly payments of Base Monthly Rent shall be in an amount equal to the average of Landlord’s Determination and Tenant’s Determination. Within ten (10) Business Days following the resolution of such dispute by the parties or the decision of the arbitrators, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the amount of any deficiency or excess, as the case may be, in the Base Rent previously paid.

2.4.8 Rights Personal to Tenant. Tenant’s right to exercise each of the Extension Options is personal to, and may be exercised only by, Silver Spring Networks, Inc. (“Original Tenant”) and its Permitted Assignee, and only if the Original Tenant or Permitted Assignee continues to occupy at least fifty percent (50%) of the rentable square feet of the Premises at the time of such exercise. If Tenant shall assign this Lease (other than to a Permitted Assignee) or sublet all or any portion of the Premises, then immediately upon such assignment or subletting, Tenant’s right to exercise any Extension Option shall simultaneously terminate and be of no further force or effect. No assignee (other than a Permitted Assignee) or subtenant shall have any right to exercise the Extension Options granted herein.

ARTICLE 3

RENT, ADDITIONAL RENT, LATE CHARGES AND SECURITY DEPOSIT

3.1 Base Monthly Rent. Commencing on the Base Rent Commencement Date and continuing throughout the Term, Tenant shall pay to Landlord, without prior demand therefor or offset (except as otherwise expressly provided in Section 12.8.2(c) below), in advance, on the first day of each calendar month, the amount of Base Monthly Rent as set forth in the Basic Lease Information. If the Base Rent Commencement Date is other than the first day of a calendar month and/or the Expiration Date is other than the last day of a calendar month, the installment of Base Monthly Rent for the first and/or last fractional month of the Term shall be prorated on a daily basis.

3.2 Additional Rent. Commencing on the Lease Commencement Date and continuing throughout the Term, Tenant shall pay to Landlord, without offset (except as otherwise expressly provided in Section 12.8.2(c) below), as additional rent (the “Additional Rent”) the following amounts:

3.2.1 Operating Expenses. An amount equal to the sum of (a) Tenant’s Proportionate Share of the Building for the Project Maintenance Expenses incurred by Landlord related solely to the Building, (b) Tenant’s Proportionate Share of the Building for the Real Property Taxes related solely to the Building and the legal parcel of land upon which the Building is located, (c) Tenant’s Proportionate Share of Project for the Operating Expenses related to the Outside Areas, and (d) Tenant’s Proportionate Share of the Building for Landlord’s Insurance Costs for the Building as to Insurance Costs covering the Building and Tenant’s Proportionate Share of Project as to Insurance Costs covering the Project or Landlord. Prior to the Lease Commencement Date and thereafter on or before December 15^th of each calendar year, Landlord shall deliver to Tenant Landlord’s reasonable estimate of the Operating Expenses which Landlord anticipates will be paid or incurred for the ensuing calendar year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of Tenant’s obligation for the Operating Expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent.

3.2.2 Other Charges. Any other charges or reimbursements due to Landlord from Tenant pursuant to the terms of this Lease other than late charges and interest on overdue rent, provided that Landlord provides Tenant with evidence of Landlord’s incurring of such charges or reimbursements.

3.3 Year-End Adjustments. Landlord shall deliver to Tenant within three (3) months following the end of the applicable calendar year or the expiration or earlier termination of this Lease, as the case may be (or as soon thereafter as reasonably practicable but not later than six (6) months after the applicable calendar year or the expiration or earlier termination of this Lease, as the case may be), a statement (the “Annual Statement”) setting forth (a) the actual amount of the Operating Expenses paid or incurred during the just ended calendar or partial year, as appropriate, and (b) the amount that Tenant has paid to Landlord for credit against Operating Expenses for such period. If Tenant shall have paid more than its obligation for Operating Expenses for the stated period, Landlord shall, at its election, either (i) credit the amount of such overpayment toward the next ensuing payment or payments of Base Monthly Rent and Additional Rent that would otherwise be due, or (ii) refund in cash to Tenant the amount of such overpayment within thirty (30) days after the delivery of the Annual Statement. If a credit amount is due Tenant after the expiration or earlier termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord and such remaining amount shall be paid within thirty (30) days after Landlord determines such remaining credit is due but in no event later than concurrently with the delivery of the Annual Statement to be prepared by Landlord pursuant to this Section 3.3 following such expiration or earlier termination. If the Annual Statement shall show that Tenant did not pay its obligation for Operating Expenses in full, then Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days from Landlord’s billing of same to Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

3.4 Method of Allocation of Operating Expenses; Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses for the Project among different portions or occupants of the Project (the “Cost Pools”). Such Cost Pools shall include, but shall not be limited to, the office space tenants of a particular Project Building or Project Buildings. The Operating Expenses allocated to any Cost Pool shall be allocated and charged to the tenants and occupants within such Cost Pool in an equitable manner, in Landlord’s reasonable discretion. The Operating Expenses allocated to each Project Building shall include all Operating Expenses attributable solely to such Project Building and a portion of the Project-wide Operating Expenses attributable to the Project as a whole (and not to a particular Project Building) in accordance with this Section 3.4.

3.4.1 Operating Expenses which relate to a specific Project Building and not to any other Project Building (including without limitation, separately metered electrical costs and repair and maintenance costs of any Project Building), shall be entirely allocated to such specific Project Building. Accordingly, the cost of the maintenance and repairs set forth in Section 5.1.3 with respect to the Building, the premiums and costs for insurance covering the Building, and the Real Property Taxes assessed against the Building and the parcel of land upon which the Building is located shall be entirely allocated to the Premises.

3.4.2 If Landlord incurs Operating Expenses for Tenant’s Building together with one or more other Project Buildings or if Landlord incurs Operating Expenses for the Project as a whole and not to any specific Project Building, whether pursuant to the REA or other common area agreement, such shared amounts shall be equitably prorated and apportioned between the Building and such other Project Buildings or among all Project Buildings, as applicable, in Landlord’s reasonable discretion. The Cost Pool for Project-wide Operating Expenses may include costs to maintain, repair and replace the Outside Areas (including the landscaping, sprinkler systems, driveways, curbs, sidewalks, lighting, and utilities expenses), the cost of security for the Outside Areas, the management of the Outside Areas and the premiums and costs of insurance covering the entire Project shall be allocated based on the rentable square footage of all Project Buildings within the Project. As such, allocation of such Cost Pool shall be based on Tenant’s Proportionate Share of the Project.

3.5 Late Charge and Interest. Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which is extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date. Accordingly, if any Rent is not paid by Tenant when due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of such Rent. Any Rent, other than late charges, due Landlord under this Lease, if not paid when due, shall also bear interest at the Interest Rate from the date due until paid. The parties acknowledge that such late charge and interest represent a fair and reasonable estimate of the administrative costs and loss of use of funds Landlord will incur by reason of a late Rent payment by Tenant, but Landlord’s acceptance of such late charge and/or interest shall not constitute a waiver of an Event of Default with respect to such Rent or prevent Landlord from exercising any other rights and remedies provided under this Lease.

3.6 Payment of Rent. All Rent shall be paid by Tenant without notice, demand, abatement, deduction or offset (except as provided in Section 12.8.2(c)), in lawful money of the United States of America, and if payable to Landlord, at Landlord’s Address for Payments in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate by notice to Tenant. At Landlord’s election, and upon written notice to Tenant, all payments required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time to time specify in writing) shall be made by electronic funds

transfer of immediately available federal funds before 11:00 a.m., Eastern Time, at such place, within the continental United States, as Landlord may from time to time designate to Tenant in writing. Tenant shall have the right to make any and all payments required to be made by Tenant by electronic funds transfer, and promptly following Tenant’s request, Landlord shall provide to Tenant the bank account information necessary to effect such transfer (and once such information is provided, Landlord shall update such information from time to time as necessary so that Tenant may continue to make such payments by electronic funds transfer). The obligation of Tenant to pay Base Monthly Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations.

3.7 Prepaid Rent. Concurrently with the execution of this Lease by Tenant and Landlord, Tenant shall pay to Landlord an amount equal to the Base Monthly Rent at the initial rate of Base Monthly Rent for the rentable square footage of the entire Premises and the estimated amount of Tenant’s monthly obligation for the Operating Expenses pursuant to Section 3.2.1, which Prepaid Rent amount is set forth in the Basic Lease Information. The Prepaid Rent shall be applied to the Base Monthly Rent and Additional Rent for Operating Expenses owing for the first month(s) of the Term for which Base Monthly Rent and Additional Rent for Operating Expenses are payable by Tenant.

3.8 Impositions Payable by Tenant. Tenant shall pay all Impositions prior to delinquency. If billed directly, Tenant shall pay such Impositions and concurrently present to Landlord satisfactory evidence of such payments. If any Impositions are payable by Landlord or billed to Landlord or included in bills to Landlord for Real Property Taxes, then Tenant shall pay to Landlord all such amounts within fifteen (15) days after receipt of Landlord’s invoice therefor, but shall have no obligation to pay such amount more than thirty (30) days prior to delinquency. If applicable law prohibits Tenant from reimbursing Landlord for an Imposition, but Landlord may lawfully increase the Base Monthly Rent to account for Landlord’s payment of such Imposition, the Base Monthly Rent payable to Landlord shall be increased to net to Landlord the same return without reimbursement of such Imposition as would have been received by Landlord with reimbursement of such Imposition.

3.9 Expense Claim; Examination of Landlord’s Books and Records.

3.9.1 Expense Claim. Tenant shall have one (1) year after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the correctness of the Annual Statement (“Expense Claim”). If Tenant does not object in writing to an Annual Statement within said one (1) year period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within said one (1) year period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty (30) days after Landlord’s receipt of the Expense Claim (“Expense Resolution Period”), then Tenant shall have the right to examine Landlord’s Records pursuant to Section 3.9.2.

3.9.2 Tenant’s Review. Provided that Tenant has timely delivered an Expense Claim to Landlord, Tenant or a certified public accountant engaged by Tenant (“Tenant’s CPA”) shall have the right, at Tenant’s cost and expense, to examine, inspect, and copy the records of Landlord concerning the components of the Operating Expenses(“Landlord’s Records”) for the calendar year in question that are disputed in the Expense Claim (“Tenant’s Review”). Any examination of Landlord’s Records shall take place upon reasonable prior written notice, at the offices of Landlord or Landlord’s property manager, during normal business hours, no later than two hundred forty (240) days after expiration of the Expense Resolution Period. Tenant’s CPA engaged to inspect Landlord’s Records shall be compensated on an hourly basis and shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant agrees to keep, and to use commercially reasonable good faith efforts to cause Tenant’s CPA to keep, all information obtained by Tenant or Tenant’s CPA confidential (except to the extent required by Applicable Law or court order), and Landlord may require all persons inspecting Landlord’s Records to sign a confidentiality agreement prior to making Landlord’s Records available to them. In no event shall Tenant be permitted to examine Landlord’s Records or dispute any Annual Statement unless Tenant has paid and continues to pay all Rent (including the amount disputed in the Expense Claim) when due.

3.9.3 Landlord’s Dispute. If Landlord disputes the results of any Tenant’s Review, Landlord shall provide written notice of such dispute and Landlord and Tenant shall promptly thereafter work in good faith in an attempt to address Landlord’s dispute for a period of thirty (30) days after completion of Tenant’s Review (the “Landlord’s Dispute Period”). If Landlord and Tenant are unable to resolve Landlord’s dispute within Landlord’s Dispute Period, Landlord may provide Tenant written notice within fifteen (15) days after the Landlord’s Dispute Period of its election to seek resolution of the dispute by an Independent CPA (as defined below) together with a list of five (5) independent, certified public accounting firms that are not currently providing, and have not within the three (3) previous years provided, services to Landlord or Tenant. All of the firms shall be nationally or regionally recognized firms and have experience in accounting related to commercial office buildings. In order to accommodate the foregoing, Tenant shall provide Landlord, within five (5) days after request, a complete list of all certified public accounting firms that are currently providing, or have within the three (3) previous years provided, services to Tenant. Within thirty (30) days after receipt of the list of accounting firms from Landlord, Tenant shall choose one of the five (5) firms by written notice to Landlord, which firm is referred to herein as the “Independent CPA.” The Independent CPA shall examine and inspect Landlord’s Records concerning the components of Operating

Expenses for the calendar year in question and the results of Tenant’s Review and make a determination regarding the accuracy of Tenant’s Review. If the Independent CPA’s determination shows that Tenant has overpaid with respect to Operating Expenses, by more than five percent (5%), then Landlord shall pay all costs associated the Independent CPA’s review as well as the costs of Tenant’s Review and, if less than five percent (5%), Tenant shall pay the cost of Tenant’s Review and the costs of the Independent Review shall be shared equally by Landlord and Tenant, but in no event shall Landlord be obligated to pay costs for any review by an Independent CPA together with the cost of Tenant’s Review in excess of Fifteen Thousand Dollars ($15,000). The determination of the Independent CPA shall be final and binding upon Landlord and Tenant.

3.9.4 Adjustments following Tenant’s Review. If the Independent CPA (or, if Landlord does not dispute Tenant’s Review as provided in Section 3.9.3 above, Tenant’s Review) shows that the payments actually made by Tenant with respect to the Operating Expenses for the calendar year in question exceeded the actual Operating Expenses for such calendar year, Landlord shall at Landlord’s option either (a) credit the amount of such overpayment toward the next ensuing payment or payments of Additional Rent that would otherwise be due, or (b) refund in cash to Tenant the amount of such overpayment within thirty (30) days after the Independent CPA’s determination (or, if Landlord does not dispute Tenant Review, after delivery of Tenant’s Review). If a credit amount is due Tenant after the expiration or earlier termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord within thirty (30) days after the Independent CPA’s determination (or after Landlord determines not to dispute Tenant’s Review). If the Independent CPA or Tenant’s Review, if Landlord does not dispute Tenant’s Review, as provided in Section 3.9.3, shows that Tenant’s payment of Operating Expenses was less than actual Operating Expenses for such calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the determination of the Independent CPA (or, if Landlord does not dispute Tenant Review, after delivery of Tenant’s Review).

3.10 Rent Abatement Purchase. Landlord and Tenant acknowledge that the Lease provides to Tenant a period from the Lease Commencement Date to the 6th full calendar month of the Term (the “Rent Abatement Period”) during which Tenant is in possession of the Premises without an obligation to pay Base Monthly Rent in full or in part. The Base Monthly Rent that would have been paid during the Rent Abatement Period is set forth on Schedule 1 and is based on the same square footage rental rate as payable on the Base Rent Commencement Date through the 6^th full calendar month of the Term (the “Rent Abatement”). At any time during the Rent Abatement Period, upon notice to Tenant, Landlord shall have the right to purchase any Rent Abatement relating to the remaining Rent Abatement Period by paying to Tenant an amount equal to the Rent Abatement Purchase Price. As used herein, “Rent Abatement Purchase Price” shall mean the present value of the Rent Abatement remaining during the Rent Abatement Period, as of the date of payment of the Rent Abatement Purchase Price by Landlord. Such present value shall be calculated by discounting the portion of the full Base Monthly Rent attributable to the remaining days in the Rent Abatement Period using eight percent (8%) as the annual discount rate. Upon Landlord’s payment of the Rent Abatement Purchase Price to Tenant, Tenant shall be required to pay Base Monthly Rent in the amounts set forth in Schedule 1 for each month (or partial month) after such payment until the 7^th full calendar month of the Term and there shall be no further Rent Abatement.

ARTICLE 4

USE OF PREMISES AND OUTSIDE AREAS

4.1 Permitted Use. Tenant shall be entitled to use the Premises solely for the Permitted Use as set forth in the Basic Lease Information and for no other use or purpose whatsoever. As used in the definition of Permitted Use, “other related uses” may include a Cafeteria provided that Tenant complies with the provisions of Article 20 and a Fitness Facility provided that Tenant complies with Article 21. Tenant shall have the right to use the Outside Areas in conjunction with its Permitted Use of the Premises solely for the purposes for which they were designed and intended and for no other purposes whatsoever.

4.2 General Limitations on Use. Tenant shall not do or permit anything to be done in or about the Premises, the Building, the Outside Areas or the Project which does or could (a) jeopardize the structural integrity of the Building or (b) cause damage to any part of the Premises, the Building, the Outside Areas or the Project. Tenant shall not cause, maintain, or permit any nuisance or waste in, on or about the Project. Tenant shall not operate any equipment within the Premises which does or could (i) injure, vibrate or shake the Premises or the Building, (ii) damage, overload, corrode, or impair the efficient operation of any electrical, plumbing, sewer, heating, ventilating or air conditioning systems within or servicing the Premises or the Building or (iii) damage or impair the efficient operation of the sprinkler system (if any) within or servicing the Premises or the Building. Tenant shall not install any equipment, antennas, or signage on or make any penetrations of the exterior walls or roof of the Building except as permitted pursuant to Section 4.6 and Article 21. Tenant shall not affix any equipment to or make any penetrations or cuts in the floor, ceiling or walls of the Premises, except as may otherwise be expressly permitted in this Lease. Tenant shall not place any loads upon the floors, walls, ceiling or roof systems which could endanger the structural integrity of the Building or damage its floors, foundations or supporting structural components. Tenant shall not place any explosive, flammable or harmful fluids or other waste materials including Hazardous Materials in the drainage systems of the Premises, the Building, the Outside Areas or the Project. Tenant shall not drain or

discharge any Hazardous Materials in the landscaped areas or across the paved areas of the Project. Tenant shall not use any of the Outside Areas for the storage of its materials, supplies, inventory or equipment.

4.3 Noise and Emissions. All noise generated by Tenant in its use of the Premises shall be confined or muffled so that it does not interfere with the businesses of or annoy the occupants and/or users of adjacent properties. All dust, fumes, odors and other emissions generated by Tenant’s use of the Premises shall be sufficiently dissipated in accordance with sound environmental practices and exhausted from the Premises in such a manner so as not to interfere with the businesses of or annoy the occupants and/or users of adjacent properties, or cause any damage to the Premises, the Building, the Outside Areas or the Project or any component part thereof or the property of adjacent property owners.

4.4 Trash Disposal. Tenant shall provide trash bins (or other adequate garbage disposal facilities) within the trash enclosure areas provided or permitted by Landlord outside the Premises sufficient for the interim disposal of all of its trash, garbage and waste. All such trash, garbage and waste temporarily stored in such areas shall be stored in such a manner so that it is not visible from outside of such areas, and Tenant shall cause such trash, garbage and waste to be regularly removed from the Project at Tenant’s sole cost. Tenant shall at all times keep the Premises and the Building in a clean, safe and neat condition free and clear of all trash, garbage, waste and/or boxes, pallets and containers containing same at all times, and shall not dispose of trash, garbage, waste and/or boxes, pallets and containers containing same in any portion of the Project outside of the Building, except in areas specifically designed therefor and designated therefor by Landlord.

4.5 Parking.

4.5.1 Tenant Parking; Charging Stations. Tenant shall not, at any time, park or permit to be parked any recreational vehicles, inoperative vehicles or equipment in the Outside Areas or on any portion of the Project. Tenant agrees to assume responsibility for compliance by its employees and invitees with the parking provisions contained herein. So long as Tenant is occupying the Premises, Tenant and its employees and invitees shall have, on and subject to the terms of the REA, the right to use the number of parking spaces specified in the Basic Lease Information on an unreserved, nonexclusive, first come, first served basis, for passenger-size automobiles, at no charge, in the parking areas identified from time to time by Landlord for use in common by tenants of the Building; provided, however, that Tenant shall be entitled to designate up to thirty one (31) parking spaces as exclusive for Tenant’s use in the locations identified as the Exclusive Parking Zone in the REA appurtenant to the Building, as may be relocated pursuant to the terms of the REA; provided that Landlord shall not effect or seek to effect any changes to the REA that would materially and adversely affect Tenant’s rights under this Lease without first obtaining Tenant’s written consent, which shall not be unreasonably withheld. Tenant shall be responsible for all costs relating to the signage designating such exclusive parking spaces. Landlord shall have the right to approve the material, typeface, graphic format, proportions, precise location, size, content, design of the exclusive parking signage, such approval not to be unreasonably withheld, conditioned or delayed. The parking rights granted under this Section 4.5 are personal to Tenant and are not transferable except in connection with a Transfer of the Lease. Upon the expiration or earlier termination of this Lease, Tenant’s rights with respect to all parking spaces shall immediately terminate. If Tenant or its employees or invitees park any vehicle or otherwise utilize any parking stalls within the Project in violation of these provisions, then Landlord may, in addition to any other remedies Landlord may have under this Lease, charge Tenant, as Additional Rent, and Tenant agrees to pay, as Additional Rent, Fifty Dollars ($50) per day during the period of such violation. Tenant shall be entitled to install up to twelve (12) electric vehicle charging stations within the Exclusive Parking Zone appurtenant to the Building in a location reasonably acceptable to Landlord. Tenant’s installation of the charging stations shall be subject to and in compliance with applicable provisions of Article 6 but without any removal or restoration obligations that may otherwise be applicable pursuant to Article 6. The charging stations shall remain the personal property of Tenant (or the equipment leasing company that leases such stations to Tenant), and Tenant shall have the right to remove some or all of such stations upon expiration or earlier termination of this Lease. If Tenant does remove any charging station, it shall do so in accordance with Section 15.1.

4.5.2 Landlord’s Reserved Rights. Landlord reserves the right to use the Outside Areas for parking or staging during evenings and weekends as well as additional hours to the extent required for set-up and take-down to accommodate, or in connection with, sporting and musical events at Levi’s Stadium (the “Stadium Event”) at the request of the City of Santa Xxxxx or the National Football League (“NFL”). Landlord shall provide prior written notice of the Stadium Event for which use of the Outside Areas is requested, which notice shall include the type of event, the start and end times for such event and the requested number of parking spaces to be utilized. Tenant shall not withhold its consent to such use so long as such use does not unreasonably interfere with Tenant’s ability to use the number of parking spaces specified in the Basic Lease Information during business hours. Tenant hereby approves Landlord’s reservation of the entire Outside Area for use by the NFL starting at 5:00 p.m. on February 5, 2016 and ending at midnight on February 7, 2016 in connection Super Bowl 50.

4.6 Signs.

4.6.1 Monument Signage. Subject to the terms and conditions set forth in this Section 4.6, Tenant shall have the right to install, at its sole cost and expense, a sign identifying Tenant on the existing freestanding monument sign located on the parcel adjacent to the Premises identified as Parcel 7 in the REA to which Tenant shall be entitled to a thirty three percent (33%) pro rata share of such signage (“Tenant’s Monument Sign”), provided that (a) Tenant shall obtain Landlord’s prior approval of the name, logo, material, typeface, graphic format, proportions, precise location, size, content, design, and method of attachment of such signage, which shall not be unreasonably withheld, conditioned or delayed and (b) such signage shall comply with the Building’s standard signage program, the Requirements, and the REA. Tenant acknowledges that its right to monument signage is not exclusive.

4.6.2 Exterior Building Sign. Subject to the terms and conditions set forth in this Section 4.6 and so long as Tenant (either the Original Tenant or a Permitted Assignee) occupies at least fifty percent (50%) of the rentable square feet of the Premises, Tenant (either the Original Tenant or a Permitted Assignee) shall have the right to install, at Tenant’s sole cost and expense, Building exterior signs (collectively, the “Exterior Signs”) to the extent permitted by the Requirements and the REA. Landlord shall have the right to approve the material, typeface, graphic format, proportions, precise location, size, content, design of the Exterior Signs, such approval not to be unreasonably withheld, conditioned or delayed; provided that Landlord hereby approves the installation of an Exterior Sign which substantially conforms to the specifications and design attached hereto as Exhibit H. Landlord shall also have the right to reasonably approve the location of all penetrations and runs, cabling installations, and means of affixing or mounting of the Exterior Signs to the Building. Any electrical power required for the Exterior Signs shall be charged to Tenant. Tenant shall pay all federal, state and local taxes applicable to the Exterior Signs . Tenant assumes all liability and risks relating to damage to the Exterior Signs from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord or of its employees, representatives and agents.

4.6.3 Approvals. Tenant, at Tenant’s expense, shall be responsible for obtaining all required permits and approvals for each of Tenant’s Monument Sign and Exterior Signs (collectively, “Tenant’s Signs”). Tenant’s Signs must comply with all Requirements. Landlord, at no cost to Landlord, shall cooperate with Tenant to obtain all required permits and approvals for Tenant’s Signs. Tenant hereby acknowledges that, notwithstanding Landlord’s approval of Tenant’s Signs, Landlord has made no representations or warranties to Tenant with respect to the probability of obtaining such permits and approvals, nor the availability or location of the Exterior Signs, and the failure of Tenant to obtain such permits and approvals shall not delay the Lease Commencement Date or release Tenant from any obligations under this Lease.

4.6.4 Maintenance and Removal. Any Tenant’s Sign, once approved by Landlord, shall be installed and removed only in strict compliance with Landlord’s approval and all Requirements, at Tenant’s expense, using a contractor first reasonably approved by Landlord to install same. Tenant, at its sole expense, shall maintain Tenant’s Signs in a first class condition and repair during the Term and subject and in accordance with the REA. Landlord may remove any signs (not first approved in writing by Landlord), advertisements, banners, placards or pictures so placed by Tenant on or within the Premises, the Building, the Outside Areas or the Project and charge to Tenant the cost of such removal, together with any costs incurred by Landlord to repair any damage caused thereby, including any cost incurred to restore the surface upon which such sign was so affixed to its original condition. Prior to the expiration or earlier termination of this Lease, Tenant shall, at its expense, remove all of Tenant’s Signs, repair any damage caused thereby, and restore the surface upon which the sign was affixed to its original condition, all to Landlord’s reasonable satisfaction, upon the expiration or earlier termination of this Lease. Such installations and removals shall be made in such manner as to avoid injury to or defacement of the Premises, Tenant’s Buildings or the Project and any other improvements contained therein, and Tenant shall repair any injury or defacement including without limitation discoloration caused by such installation or removal.

4.6.5 Assignment and Subleasing. The right to install Tenant’s Sign granted in this Section 4.6 shall not be assigned or subleased separate from a Transfer of the Lease and then only if permitted pursuant to Section 4.6.6.

4.6.6 Rights Personal to Original Tenant or Permitted Assignee; Occupancy. Tenant’s right to install Exterior Signs is personal to the Original Tenant and its Permitted Assignee under this Lease. No assignee (other than a Permitted Assignee) or subtenant shall have any right to install any Exterior Signs pursuant to Section 4.6.2. In addition, if at any time Tenant does not occupy at least fifty percent (50%) of the rentable square feet of the Premises, Tenant’s rights to install any Exterior Signs shall be terminated. If Landlord recaptures a portion of the Premises pursuant to Section 7.7 and subsequently leases such recaptured space, the tenant of the recaptured space shall be entitled to install a sign on the exterior of the Building and the signage available to Tenant on the existing monument sign as described in Section 4.6.1 shall be allocated to Tenant and the tenant of the recaptured space based on the rentable square feet of the Building leased by each.

4.7 Compliance with Requirements. Subject to Section 6.4, Tenant shall comply with, at its sole cost and expense, all Requirements applicable to the use and occupancy of the Premises, the Building, the Outside Areas or the Project including, without limitation, all Requirements governing the use and/or disposal of Hazardous Materials, and shall maintain the Premises in and all

portion thereof in compliance with applicable Requirements. Tenant shall defend with competent counsel, indemnify and hold Landlord harmless from any claims, damages or liability resulting from Tenant’s failure to comply with its obligations under this Section.

4.8 Compliance with Insurance Requirements. With respect to any insurance policies required or permitted to be carried by Landlord in accordance with the provisions of this Lease, Tenant shall not conduct (or knowingly permit any other person to conduct) any activities nor keep, store or use (or allow any other person to keep, store or use) any item or thing within the Premises, the Building, the Outside Areas or the Project that (a) is prohibited under the terms of any of such policies, (b) could result in the termination of the coverage afforded under any of such policies, (c) could give to the insurance carrier the right to cancel any of such policies, or (d) could cause an increase in the rates (over standard rates) charged for the coverage afforded under any of such policies. Tenant shall comply with all requirements of any insurance company that are required to maintain, at standard rates, the insurance coverages carried by either Landlord or Tenant pursuant to this Lease.

4.9 Landlord’s Right To Enter. Landlord and its authorized agents and contractors shall have the right to enter the Premises during normal business hours after giving Tenant not less than twenty-four (24) hours advance written notice (except in the event of Emergency) and subject to Tenant’s reasonable security measures, for the purpose of (a) inspecting the same; (b) showing the Premises to prospective purchasers, mortgagees or tenants (provided that Landlord may show the Premises to prospective Tenants only during the final year of the Term or such earlier time upon the earlier termination of the Lease); (c) making necessary alterations, additions or repairs or supplying any maintenance or services required hereunder; (d) confirm that Tenant has performed its obligations hereunder or to perform such obligations when Tenant has failed to do so, or (e) perform such other functions as Landlord deems reasonably necessary or desirable; provided at all times while in the Premises Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s s use and occupancy of the Premises. Landlord shall have the right to enter the Outside Areas during normal business hours for purposes of (i) inspecting the exterior of the Building and the Outside Areas, (ii) posting notices of non-responsibility, or “For Sale” signs, or “For Lease” signs (provided that Landlord may post “For Lease” signs only during the final year of the Term or such earlier time upon the earlier termination of the Lease), and (iii) supplying any maintenance or services to be provided by Landlord. Any entry into the Premises or the Outside Areas obtained by Landlord in accordance with this Section shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from the Premises or any portion thereof. Landlord shall have and retain keys with which to unlock all of the doors in or to the Premises, and Landlord shall have the right to use any and all means which Landlord may deem proper in an Emergency in order to obtain entry to the Premises, including secure areas.

4.10 Use of Outside Areas. In connection with Tenant’s use of the Outside Areas, Tenant shall at all times keep the Outside Areas in a safe condition, free and clear of all materials, equipment, debris, trash (except within existing enclosed trash areas), inoperable vehicles, and other items that are not specifically permitted by Landlord to be stored or located thereon by Tenant. No materials, pallets, supplies, tanks or containers whether above or below ground level, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises. So long as Tenant leases the entire rentable square feet of the Project Building adjacent to the Building and having an address of 000 Xxxx Xxxxxx (“Tenant’s Adjacent Premises”), Tenant shall have the exclusive right to screen or fence off that portion of the Outside Area located between the Building and Tenant’s Adjacent Premises in the area depicted on Exhibit A (“Adjacent Outside Area”) to the extent permitted under and subject to the REA and other Requirements. Any alterations or improvements to the Adjacent Outside Area shall be performed and contracted by Tenant in accordance with the terms and conditions of the Work Letter if constructed as part of the initial Tenant Improvements or in accordance with the terms and conditions of Article 6 if constructed as an Alteration. In addition to any consent rights in the Work Letter or Article 6, Landlord shall have reasonable rights of approval and control over all visual and esthetic elements of the alterations or improvements to the Adjacent Outside Area with the understanding that the appearance of the Adjacent Outside Area shall be consistent with the first-class nature of the Project. Tenant shall cause the commercial general liability insurance policy required pursuant to Section 9.1.1 to cover its use of the Adjacent Outside Area, and Tenant agrees that the indemnification in Section 8.2 shall apply to the Adjacent Outside Area, subject to the waiver of subrogation in Section 9.2. If Landlord determines that any unauthorized persons are using any of the Outside Areas by reason of, or under claim of, the express or implied authority or consent of Tenant, then Tenant, upon demand of Landlord, shall restrain, to the fullest extent then allowed by Requirements, such unauthorized use, and shall initiate such appropriate proceedings as may be required to so restrain such use.

4.11 Rules and Regulations. Tenant shall comply with the rules and regulations attached hereto as Exhibit E regulating the use of the Premises and the Outside Areas for the care and orderly management of the Project, including the Outside Areas (the “Rules and Regulations”). Such Rules and Regulations may be amended from time to time with Tenant’s mutual written agreement. Tenant shall have no obligation to agree to any modification or addition to the Rules and Regulations that is inconsistent with this Lease or adversely affects (except to a de minimis extent) Tenant’s use and occupancy of the Premises or Tenant’s performance of any Alteration permitted under this Lease.

4.12 Hazardous Materials. Landlord and Tenant agree as follows with respect to the existence or use of Hazardous Materials on the Project:

4.12.1 Compliance. Any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant or any other Tenant Parties after the Delivery Date in or about the Project shall strictly comply with all applicable Environmental Laws. Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless from and against all Claims arising out of or in connection with the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials and/or Cleaning Supplies in or about the Premises or any other portion of the Project after the effective date of this Lease.

4.12.2 Remediation. If the handling, transportation, storage, treatment, disposal or use of Hazardous Materials and/or Cleaning Supplies on the Project by Tenant or any other Tenant Parties after the Delivery Date results in contamination or deterioration of water or soil or any other part of the Project or any nearby property, then Tenant shall promptly take any and all action necessary to investigate and remediate such contamination. Tenant shall further be solely responsible for, and shall, indemnify, defend, protect and hold Landlord and the Indemnitees harmless from and against, all Claims arising out of or in connection with any investigation and remediation (including investigative analysis, removal, cleanup, and/or restoration work) required hereunder to return the Premises, Building, Outside Areas, and/or Property and any other property to substantially the same condition as existed prior to the handling, transportation, storage, treatment, disposal or use of such Hazardous Materials and/or Cleaning Supplies by Tenant or any other Tenant Parties.

4.12.3 Notices. Landlord and Tenant shall each give written notice to the other as soon as reasonably practicable of (a) any communication received from any governmental authority concerning Hazardous Materials which relates to the Project, and (b) any contamination of the Project by Hazardous Materials and/or Cleaning Supplies which constitutes a violation of any Environmental Law. Tenant acknowledges that Landlord, as the owner of the Project, at Landlord’s election, shall have the sole right, at Tenant’s expense, to negotiate, defend, approve, and/or appeal any action taken or order issued with regard to Hazardous Materials by any applicable governmental authority. In granting Landlord’s consent, Landlord may specify the location and manner or use, storage, or handling of any Hazardous Material. Landlord’s consent shall in no way relieve Tenant from any of its obligations as contained herein. Tenant shall provide Landlord with a list of all Hazardous Materials and the quantities of each Hazardous Material to be stored on any portion of the Project, and, upon Landlord’s request, Tenant shall provide Landlord with copies of any and all Hazardous Materials Management Plans, Material Safety Data Sheets, Hazardous Waste Manifests, and other documentation maintained or received by Tenant pertaining to the Hazardous Materials used, stored, or transported or to be used, stored, or transported on any portion of the Project. At any time during the Term, Tenant shall, within five (5) Business Days after written request therefor received from Landlord, disclose in writing all Hazardous Materials that are being used by Tenant on the Project (or have been used on the Project), the nature of such use, and the manner of storage and disposal.

4.12.4 Right to Test. Landlord may cause testing xxxxx to be installed on the Project, and may cause the ground water to be tested to detect the presence of Hazardous Material by the use of such tests as are then customarily used for such purposes. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such xxxxx shall be paid by Landlord except to the extent such tests disclose the existence of facts which give rise to liability covered by Tenant’s indemnification obligations in this Section 4.12. Landlord may retain consultants to inspect the Project, conduct periodic environmental audits, and review any information provided by Tenant, and the reasonable fees of such consultant may be included as a Property Maintenance Cost. Landlord shall order any test or inspection in anticipation of verifying Tenant’s compliance with its obligations under Section 4.12.5 at least eight (8) months prior to the Expiration Date to provide Tenant sufficient time to address any matters identified in such inspection prior to the Expiration Date. The foregoing, however, shall not limit Landlord’s right to inspect the Premises upon the expiration or earlier termination of the Lease if Landlord reasonably suspects that Tenant is not then in compliance with its obligations under Section 4.12.5.

4.12.5 Removal of Hazardous Materials on Surrender. Upon the expiration or earlier termination of the Lease, Tenant, at its sole cost, shall remove all Hazardous Materials and Cleaning Supplies from the Project that were present due to the handling, storage, treatment, disposal or use by Tenant or Tenant Parties and shall provide a certificate to Landlord from a registered consultant reasonably satisfactory to Landlord certifying that Tenant has caused no contamination of buildings, soil or groundwater in or about the Premises, Building, Outside Areas, or Property in violation of Applicable Laws. If Tenant fails to so surrender the Project, Tenant shall indemnify and hold Landlord and Indemnitees harmless from all Claims arising out of Tenant’s failure to surrender the Project as required by this Section 4.12.5, including, without limitation, any claims or damages in connection with the condition of the Project including, without limitation, damages occasioned by the inability to relet all or any portion of the Project or a reduction in the fair market and/or rental value of the Project, Building, Outside Areas, and/or Property by reason of the handling, storage, treatment, disposal or use by Tenant or Tenant Parties of any Hazardous Materials in or around the Premises, Building, Outside Areas, and/or Property. If any action is required to be taken by a governmental authority to test, monitor, and/or clean up Hazardous Materials from the Premises, Building, Outside Areas, and/or Property that were handled, transported, stored, treated, disposed or used by Tenant or

any other Tenant Parties and such action is not completed prior to the expiration or earlier termination of the Lease, Tenant shall be deemed to have impermissibly held over until such time as such required action is completed and the terms of Section 15.2 (Holding Over) shall apply. In addition, Landlord shall be entitled to all damages directly or indirectly incurred in connection with such holding over, including, without limitation, damages occasioned by the inability to release the Project or a reduction of the fair market and/or rental value of the Premises, Building, Outside Areas, and/or Property.

4.12.6 Event of Default. Tenant’s failure to comply with any of the requirements of this Section regarding the storage, use, disposal, or transportation of Hazardous Materials and/or Cleaning Supplies, or the appearance of any Hazardous Materials on the Premises, Building, Outside Areas, and/or the Project attributable to Tenant or any Tenant Party without Landlord’s consent shall be Event of Default under this Lease. The obligations of Landlord and Tenant under this Section 4.12 shall survive the expiration or earlier termination of the Term. In the event of any inconsistency between any other part of this Lease and this Section 4.12, the terms of this Section shall control.

4.12.7 Tenant Exculpation. Notwithstanding anything to the contrary contained in this Section 4.12, Section 1.1.30 or elsewhere in the Lease, Tenant shall have no liability or responsibility with respect to (and no obligation to pay for or perform any clean up, removal, remediation or otherwise test for or treat) any Hazardous Materials and/or Cleaning Supplies that exist in, on, under, or about the Project or in, on, under, or about any real property in the vicinity of the Property prior to the Delivery Date, except to the extent that any hazard posed by such Hazardous Materials and/or Cleaning Supplies is exacerbated by the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties.

4.13 Consumption Data. Tenant acknowledges that Landlord is subject to the requirements of California’s Nonresidential Building Energy Use Disclosure Program, as more particularly specified in California Public Resources Code Sections 25402.10 et seq. and regulations adopted pursuant thereto. All disclosures, whether made pursuant to the foregoing statute and regulations or other Applicable Laws now existing or hereafter adopted, are collectively referred to herein as “Required Energy Disclosures.” Tenant acknowledges that future Required Energy Disclosures made during the Term of this Lease (and for at least one year thereafter) will be based, in part, on Tenant’s energy usage within the Building, records of which are required to be maintained, and transmitted to the ENERGY STAR® Portfolio Manager system, by electric and gas utilities companies. Tenant hereby authorizes (and agrees that Landlord shall have the authority to authorize) any electric or gas utility company providing service to the Building to disclose, from time to time, so much of the data collected and maintained by it regarding Tenant’s energy consumption data as may be necessary to cause the Building to participate in the ENERGY STAR® Portfolio Manager system and similar programs. Tenant further authorizes Landlord to disclose information concerning energy use by Tenant, either individually or in combination with the energy use of other tenants, as applicable, in connection with any Required Energy Disclosures (including data relating to carbon dioxide emissions associated with the operation of the Building), whenever Landlord determines, in good faith, that such disclosure is reasonably necessary to comply with Applicable Laws, provided that Landlord may disclose such information only (a) to the extent and to such recipients as such disclosure is required by Applicable Laws or (b) to prospective purchasers and Encumbrancers. Tenant shall, within ten (10) Business Days after request by Landlord, provide consumption data in a form reasonably required by Landlord for (i) any utility billed directly to Tenant or any subtenant or licensee of Tenant; and (ii) any submetered or separately metered utility supplied to the Premises, which Landlord is not responsible for reading. Further, if Tenant utilizes separate service providers from those of Landlord, Tenant hereby consents to Landlord obtaining the consumption data directly from such service providers and, within ten (10) Business Days after written request, Tenant shall execute and deliver to Landlord and the service providers such written releases as the service providers may request evidencing Tenant’s consent to deliver the consumption data to Landlord. If Tenant fails to deliver any release or to provide any information requested hereunder within said ten (10) Business Day period, then Landlord may charge Tenant the sum of One Hundred Dollars ($100) per day for each day after expiration of said ten (10) Business Day period until such release or consumption data is delivered to Landlord, in addition to any other rights or remedies afforded to Landlord for a default pursuant to Article 12 of this Lease. Landlord shall not be required to notify Tenant of the making of Required Energy Disclosures; provided, however, that to the extent disclosure to Tenant is required by Applicable Laws, such disclosure may be satisfied by making Required Energy Disclosures available for review by Tenant in the Building management office. Tenant hereby releases Landlord from any Losses arising out of, resulting from, or otherwise relating to the making of any Required Energy Disclosures.

ARTICLE 5

REPAIRS, MAINTENANCE, SERVICES AND UTILITIES

5.1 Repair and Maintenance. The parties shall have the following obligations and responsibilities with respect to the repair and maintenance of the Premises, the Building and the Outside Areas (subject to the terms and conditions of Article 10 regarding Casualty where applicable).

5.1.1 Tenant’s Obligation. Tenant shall, at all times during the Term and at its sole cost and expense, regularly clean and continuously keep and maintain in good order, condition and repair every part of the Premises (including all Alterations) which is not within Landlord’s obligations pursuant to Section 5.1.2, including, without limiting the generality of the foregoing, (a) all interior walls, floors and ceilings, (b) all windows, doors and skylights, (c) all electrical facilities and equipment, wiring, conduits, connectors and fixtures, (d) all plumbing, pipes, sinks, toilets, faucets and drains, (e) all lighting fixtures, bulbs and lamps, (f) fire-life/safety systems, and (g) all entranceways to the Premises. All glass within the Premises or that is a part of the Premises, both interior and exterior, is at the sole risk of Tenant and any broken glass shall promptly be replaced by Tenant at Tenant’s expense with glass of the same kind, size and quality. Subject to Section 9.2, Tenant shall, at its sole cost and expense, repair all damage to the Premises, the Building, the Outside Areas or the Project caused by the activities of Tenant Parties promptly following written notice from Landlord to so repair such damage. If Tenant shall fail to perform the required maintenance or fail to make repairs required of it pursuant to this Section within a reasonable period of time following notice from Landlord to do so, then Landlord may, at its election and without waiving any other remedy it may otherwise have under this Lease or at law, perform such maintenance or make such repairs and charge to Tenant, as Additional Rent, the costs so incurred by, Landlord for same.

5.1.2 Landlord’s Obligation. Landlord shall, at all times during the Term, maintain in good condition and repair (a) the exterior and structural parts of the Building (including the foundation, subflooring, load-bearing and exterior walls, and roof structure and roof membrane); (b) the heating, ventilating and air-conditioning systems, (c) elevators, (d) the landscaped areas located outside the Building; and (e) driveway and parking areas. In addition, Landlord shall be responsible for performing repairs required pursuant to Section 5.1.3 notwithstanding any obligations of Tenant pursuant to Section 5.1.1. Except as provided in Section 5.1.3, the costs incurred by Landlord to perform the foregoing obligations shall be deemed Property Maintenance Costs and charged to Tenant as Additional Rent. Except as specifically set forth in this Lease and in the Work Letter, Landlord (i) has no obligation to alter, remodel, improve, repair, decorate or paint the Premises, or any part thereof, and (ii) has no obligation respecting the condition, maintenance and repair of the Premises or any other portion of the Project. Tenant hereby waives all rights, including under Subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and under any similar law now or hereafter in effect, to make repairs which are Landlord’s obligation under this Lease at the expense of Landlord or to receive any setoff or abatement of Rent or in lieu thereof to vacate the Premises or terminate this Lease.

5.1.3 Warranty of Building Systems. Landlord shall deliver the Premises with the Building Systems in good working order. If, during the one (1) year period following the Lease Commencement, it is determined that any of the Building Systems are not in good working order, then Landlord shall not be liable to Tenant for any damages, but Landlord, at no cost to Tenant (including as Property Maintenance Expenses), shall promptly take such other action as may be necessary to place the applicable Building System in the good working condition; provided, however, that if Tenant does not give Landlord written notice of any deficiency of any of the Building Systems within one (1) year after the Lease Commencement , Landlord shall not be responsible for correcting such condition pursuant to this Section 5.1.4 but rather such condition shall be corrected as otherwise provided in the Lease and the cost of performing such correction shall be included in Property Maintenance Expenses, to the extent permitted pursuant to Section 3.2 or performed by Tenant as required under Section 5.1.1. Landlord’s warranty hereunder does not cover the cost of normal repair, maintenance or replacement expected in light of the specifications of the applicable construction materials, equipment or system.

5.1.4 Tenant’s Obligations as to Building System Maintenance. To the extent Tenant is obligated to maintain any Building Systems pursuant to Section 5.1.1, Tenant’s obligation is subject to the further terms and conditions of this Section. In performing such obligations, Tenant shall fully comply with all operation, maintenance, repair and replacement regulations and requirements prescribed by the manufacturer or contractor of each such Building System and/or reasonably required by Landlord for the proper functioning and maintenance of such Building Systems (the “Maintenance Specifications”). Tenant shall enter into and keep in full force and effect continuously throughout the Term maintenance contracts which, in the aggregate, provide coverage for the operation, maintenance, repair and replacement costs for such Building Systems with a qualified, licensed contractor(s) from the list attached hereto as Exhibit I which may be revised from time to time by Landlord (the “Building Systems Maintenance Contracts”). Each such Building Systems Maintenance Contract shall provide for periodic inspection and preventive maintenance of the applicable Building Systems at least once every ninety (90) days during the Term (or such other frequency as recommended by the manufacturer or contractor and in accordance with the Maintenance Specifications) and servicing and replacement of the Building Systems (or components thereof) in accordance with the requirements of Section 5.1.1 and the Maintenance Specifications and shall otherwise be in form reasonably satisfactory to Landlord. Landlord shall be named as a third party beneficiary to each Building Systems Maintenance Contracts and shall be entitled to directly enforce the terms of such Building Systems Maintenance Contracts, including

the warranties and guaranties contained therein. After reasonable notice, except in emergencies where no such notice shall be required, Landlord and Landlord’s agents and representatives, shall have the right to enter the Premises to inspect the Building Systems. At least thirty (30) days prior to the expiration or earlier termination of the Term, Landlord shall cause an inspection of the Building Systems to be performed by a qualified, licensed contractor and obtain a cost estimate to bring each major component of the Building Systems into good working order and condition. Provided that any repair or maintenance of the Building Systems does not include any Major Alterations, Tenant’s performance of its obligations under this Section 5.1.4 shall not require compliance with the provisions of Article 6. If a component of the Building Systems must be replaced, Landlord shall perform such replacement and the cost thereof shall be a Property Maintenance Costs, and, to the extent such cost constitutes a capital expenditure as determined in accordance with sound real estate accounting and management principles consistent with those generally utilized in Comparable Buildings, amortized or expensed as an Included Capital Item as provided in Section 1.1.30.

5.1.5 Tenant’s Right to Direct HVAC Adjustments and Routine Maintenance. As provided in Sections 5.1.2 and 5.1.3, Landlord shall contract for the maintenance and repair of the heating, ventilating and air-conditioning systems. However, Tenant shall be permitted to directly contact Landlord’s contractor to request adjustments or modifications to the levels of performance of the heating, ventilating and air-conditioning equipment and systems and to submit work orders for routine repair or maintenance of the heating, ventilating and air-conditioning equipment and systems in accordance with specifications applicable to the equipment or system requiring service.

5.2 Utilities. Tenant shall arrange, at its sole cost and expense and in its own name, for the supply of gas and electricity to the Premises. Landlord shall maintain the water meter(s) in its own name; provided, however, that if, at any time during the Term, Landlord shall require Tenant to put the water service in Tenant’s name, Tenant shall do so at Tenant’s sole cost. Tenant shall be solely responsible for determining if the local supplier of water, gas and electricity can supply the needs of Tenant and whether or not the existing water, gas and electrical distribution systems within the Building and the Premises are adequate for Tenant’s needs, and determining if the existing sanitary and storm sewer systems now servicing the Premises and the Project are adequate for Tenant’s needs. Tenant shall pay all charges for water, gas, electricity, and storm and sanitary sewer services as so supplied to the Premises, irrespective of whether or not the services are maintained in Landlord’s or Tenant’s name.

5.3 Telecommunication and Data Services. Tenant shall separately arrange with, and pay directly to, the applicable telecommunications and data companies or providers, as the case may be, for the furnishing, installation and maintenance of all Tenant’s telecommunications and data services at the Premises. Landlord shall not be liable for any damages resulting from interruption of, or Tenant’s inability to receive such service, and any such inability shall not relieve Tenant of any of its obligations under this Lease. If Landlord gives such consent, all equipment must be installed within the Premises in accordance with such conditions as Landlord may reasonably impose. All telecommunications cabling and wiring shall be installed, repaired, maintained, modified, terminated, and removed at Tenant’s expense by an experienced and qualified contractor approved in writing in advance by Landlord and in accordance with the Building’s riser management program then in effect. All cabling and wiring shall be appropriately installed to prevent electromagnetic fields or radiation that interferes with other cabling or wiring and shall be surrounded by a protective conduit reasonably acceptable to Landlord. Tenant shall label all telephone, computer, or other data cabling at the time of installation. Tenant shall be responsible, at Tenant’s expense, for any and all of Tenant’s telephones, telecopiers, computers, telephone switching, telephone panels and related equipment. Tenant shall protect, defend, indemnify, and hold harmless Landlord and Indemnitees from and against any and all Claims incurred by or asserted against Landlord arising out of or resulting from Tenant’s installation, use, repair, maintenance or removal of telecommunications cabling or wiring, including, but not limited to, the costs of repair. Unless Landlord notifies Tenant to the contrary at least thirty (30) days prior to the expiration of this Lease or within ten (10) after the earlier expiration of this Lease, prior to the expiration of the Term or promptly following any earlier termination of this Lease, Tenant shall remove all such cabling, wiring and equipment and restore the Premises and Building to substantially the same condition as before installation thereof.

5.4 Security. Tenant acknowledges that Landlord has not undertaken any duty whatsoever to provide security for the Premises, the Building, the Outside Areas or the Project and, accordingly, Landlord is not responsible for the security of same or the protection of Tenant’s property or Tenant’s employees, invitees or contractors. To the extent Tenant determines that such security or protection services are advisable or necessary, Tenant shall arrange for and pay the costs of providing same.

5.5 Energy and Resources; Reporting Requirements. Landlord may voluntarily cooperate in a reasonable manner with the efforts of governmental agencies and/or utility suppliers in reducing energy or other resource consumption within the Project or in reducing other environmental impacts. Tenant shall not be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of such compliance or cooperation. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules established by Landlord (a) in order to maximize the efficient operation of the Building Systems and all other energy or other resource consumption systems within the Project and/or (b) comply with the requirements and recommendations of utility suppliers and governmental agencies regarding such matters, and (c) in order to continue and comply with any Sustainable Practices of the Project. Tenant acknowledges that Applicable Laws may require Landlord to disclose certain energy consumption data for the Premises.

Tenant consents to such disclosure, and agrees to provide Landlord with information about Tenant’s energy consumption at the Premises (such as providing copies of Tenant’s utility bills) as may be reasonably necessary to allow Landlord to make the required disclosures or, at Landlord’s option, execute and deliver to Landlord an instrument enabling Landlord to obtain such information from the energy provider.

5.6 Limitation of Landlord’s Liability. Except for injury, damages or loss which arises from the gross negligence or willful misconduct by Landlord, Landlord shall not be liable to Tenant for injury to Tenant or other Tenant Parties, damage to Tenant’s property or loss of Tenant’s business or profits or any other consequential damages, nor shall Tenant be entitled to terminate this Lease or to any reduction in or abatement of Rent by reason of (a) any failure, interruption, rationing or other curtailment in the supply of water, electric current, gas or other utility service to the Premises, the Building, the Outside Areas or the Project, or (b) Landlord’s failure to perform any maintenance or repairs to the Premises, the Building, the Outside Areas or the Project, except to the extent that Landlord is expressly obligated to perform such maintenance and repairs under this Lease, in which case Tenant’s remedy is as set forth in Section 12.8 of this Lease.

ARTICLE 6

ALTERATIONS

6.1 By Tenant. Except for Minor Alterations, Tenant shall not make or permit to be made any Alterations without Landlord’s prior written consent, which as to any Major Alterations may be given or withheld in Landlord’s sole discretion. All Alterations shall be performed only by contractors, engineers or architects reasonably approved by Landlord, and shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord. Landlord shall not unreasonably withhold or delay its approval of any such contractors, engineers, architects, plans or specifications, except as limited pursuant to Section 6.6 with respect to Minor Alterations. All such Alterations, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense, shall be performed in good and workmanlike manner using new materials of good quality and shall comply with all Requirements. Tenant shall not commence the making of any such Alterations until (a) all required governmental approvals and permits shall have been obtained, (b) all requirements regarding insurance imposed by this Lease have been satisfied, (c) Tenant shall have given Landlord at least five (5) Business Days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (d) any and all conditions to Landlord’s approval of such work have been satisfied to Landlord’s reasonable satisfaction. Tenant shall not make any Alterations to the Outside Areas. As used in this Article, Alterations shall include the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. As a part of and at the time granting Landlord’s approval for Tenant to make Alterations, Landlord may require that Tenant remove any such Alterations prior to the expiration or earlier termination of the Term and repair any damage caused by such removal or restore the Premises at Tenant’s cost. At Landlord’s request, Tenant shall pay Landlord’s reasonable out of pocket costs to inspect the construction of Tenant’s Alterations and to have Landlord’s architect revise Landlord’s drawings to show the work performed by Tenant.

6.2 Insurance. Tenant (or Tenant’s general contractor) shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition, Tenant shall ensure that its contractors procure and maintain in full force and effect during the course of construction a commercial general liability, and if necessary, an umbrella liability policy of insurance naming Landlord Insureds as additional insureds. The minimum limit of coverage of such policy shall be not less than Five Million Dollars ($5,000,000) per occurrence and not less than Five Million Dollars ($5,000,000) per project aggregate, and the commercial general liability policy shall contain a separation of insureds endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Five Million Dollars ($5,000,000). Products and completed insurance shall continue for a period at least equal to the statute of limitations.

6.3 Ownership of Improvements. All Alterations shall be deemed real property and a part of the Premises, but shall remain the property of Tenant during the Term. Any Alterations, once completed, shall not be altered or removed from the Premises during the Term without Landlord’s written approval first obtained in accordance with the provisions of Section 6.1 above. At the expiration or earlier termination of this Lease, all such Alterations shall automatically become the property of Landlord and shall be surrendered to Landlord as a part of the Premises as required pursuant to Section 15.1, unless Landlord shall require Tenant to remove any of Alterations in accordance with the provisions of Section 6.1 and Section 15.1, in which case Tenant shall so remove same. Landlord shall have no obligation to reimburse to Tenant all or any portion of the cost or value of any such Alterations so surrendered to Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning equipment, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to the Premises and not trade fixtures of Tenant.

6.4 Required Alterations. Tenant shall, at its sole cost, make all Alterations to the Project that are required by any Requirements because of (a) Tenant’s particular and unique use (including Tenant’s use of a portion of the Premises as a Cafeteria or a Fitness Facility) or occupancy of, or business conducted in, the Premises other than for general office and research and development, (b) Tenant’s application for any permit or governmental approval, or (c) Tenant’s making of any Alterations to or within the Premises. Except as provided for in the preceding sentence, if Landlord shall, at any time during the Term, (a) be required by any governmental authority to make any Alterations to the Building or the Project, or (b) modify the existing (or construct additional) capital improvements or provide building service equipment for the purpose of reducing the consumption of utility services or Property Maintenance Costs for the Project, the cost incurred by Landlord in making such Alterations, including a ten percent (10%) per annum cost-of-money factor, shall be considered a Property Maintenance Costs and if an Included Capital Item, amortized or expensed as an Included Item as provided in Section 1.1.30.

6.5 Liens. Tenant shall keep the Premises and the Project free from any liens arising out of any work performed or obligations incurred by or for, or materials furnished to, Tenant pursuant to this Lease or otherwise. Landlord shall have the right to post and keep posted on the Premises any notices permitted or required by law or which Landlord may deem to be proper for the protection of Landlord and the Project from such liens. If Tenant does not, within ten (10) days following Tenant’s receipt of notice of any such lien, cause the same to be released of record or bonded against, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by any means as Landlord shall deem proper, including by payment or settlement of the claim giving rise to such lien. All sums paid by Landlord for such purpose, and all expenses incurred by it in connection therewith (including, without limitation, reasonably attorneys’ fees), shall be payable to Landlord by Tenant, as additional rent, on demand, together with interest at the Interest Rate from the date such expenses are incurred by Landlord to the date of the payment thereof by Tenant to Landlord. The bond permitted under this Section shall be issued by a company reasonably acceptable to Landlord.

6.6 Minor Alterations. Notwithstanding any provision in the foregoing to the contrary, Tenant may construct Minor Alterations in the Premises without Landlord’s prior written consent, but with prior notification to Landlord. Before commencing construction of Minor Alterations, Tenant shall submit to Landlord such documentation as Landlord may reasonably require to determine whether Tenant’s proposed Alterations qualify as Minor Alterations. Except to the extent inconsistent with this Section 6.6, Minor Alterations shall otherwise comply with the provisions of this Article 6. All references in this Lease to “Alterations” shall mean and include Minor Alterations.

ARTICLE 7

ASSIGNMENT AND SUBLETTING

7.1 Restrictions on Tenant’s Transfers. Tenant shall not, without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold, conditioned or delayed beyond fifteen (15) Business Days following Landlord’s receipt of a Notice of Proposed Transfer pursuant to Section 7.2: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”).

7.2 Notice of Proposed Transfer. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing (“Notice of Proposed Transfer”). Any such Notice of Proposed Transfer shall include: (a) the proposed effective date which shall not be less than twenty (20) days after the date of Tenant’s Notice of Proposed Transfer, (b) the portion of the Premises to be Transferred (herein called the “Subject Space”), (c) the terms of the proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, a copy of a term sheet setting forth the terms of the proposed Transfer, and an estimated calculation of the Excess Rent (as defined in Section 7.5) in connection with such Transfer, (d) financial statements of the proposed Transferee for the three (3) year period immediately preceding the Notice of Proposed Transfer (or, if the proposed Transferee has been in existence for less than three (3) years, for such shorter period as may be applicable) certified by an officer, partner or owner thereof and any other information reasonably necessary to enable Landlord to determine the financial responsibility (including, without limitation, bank references and contacts at other of Tenant’s funding sources) of the proposed Transferee, and a description of the nature of such Transferee’s business and proposed use of the Subject Space, and (e) such other information as Landlord may reasonably require. Landlord shall give Tenant written notice of its approval or disapproval of a proposed Transfer within fifteen (15) Business Days after receipt of the Notice of Proposed Transfer (including the information required above).

7.3 Standards and Conditions for Approval. Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent to a proposed Transfer, Tenant acknowledges that Landlord may reasonably withhold its consent in the following instances: (a) if there exists an Event of Default; (b) if Tenant has not demonstrated to Landlord’s satisfaction that the Transferee is

financially responsible, with sufficient Net Worth, properly and successfully to operate its business in the Premises and meet the financial and other obligations under the terms of the Transfer; (c) if, in Landlord’s judgment, the Transferee’s business, use and/or occupancy of the Premises would (i) violate any of the terms of this Lease or any other agreement encumbering the Project, or (ii) require any alterations which would reduce the value of the Premises; (d) if the Transferee is a governmental or quasi-governmental agency, foreign or domestic; (e) if the Transferee is an existing tenant in the Project; (f) if the Transferee is negotiating with Landlord (or has negotiated with Landlord during the six (6) month period immediately preceding the date of the Notice of Proposed Transfer) to lease space in the Project; (g) if, in the case of a sublease, the rent payable under the sublease is less than the then-current published or generally quoted market rate for the Building; or (h) if the Transfer is prohibited under Article 19.

7.4 Costs and Expenses. As a condition to the effectiveness of any Transfer under this Article 7, Tenant shall reimburse Landlord for Landlord’s reasonable attorneys’ fees incurred by Landlord in evaluating Tenant’s requests for consent or notifications for a Transfer, whether or not Landlord consents or is required to consent to a Transfer.

7.5 Excess Rent.

7.5.1 If Landlord approves a Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of any Excess Rent received by Tenant. The term “Excess Rent” means all rent, additional rent, and other consideration paid by a Transferee in excess of the Rent payable by Tenant under this Lease (on a rentable square foot basis, if less than the entire Premises is transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer Costs” means the actual costs incurred and paid by Tenant for (a) any third party leasing commissions that are reasonable and customary for the market in which the Premises are located and (b) any tenant improvement allowance paid by Tenant to the Transferee for improvements made in the Premises with Landlord’s approval. For purposes of the foregoing calculation, the leasing commissions and any tenant improvement allowance shall be amortized on a straight-line basis over the term of the applicable assignment or sublease. If part of the consideration for such Transfer shall be payable other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, the Excess Rent shall be calculated independently with respect to each Transfer. The Excess Rent due Landlord hereunder shall be earned and paid monthly, within five (5) days after Tenant receives any Excess Rent from the Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Excess Rent respecting any Transfer shall be found to be understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than three percent (3%), Tenant shall pay Landlord’s costs of such audit.

7.5.2 If a Casualty or taking occurs with respect to Tenant's Adjacent Premises and, as a result thereof, (a) Landlord terminates the lease for Tenant's Adjacent Premises pursuant to the applicable provisions of Section 10.3 or Section 11.2 of such lease and (b) Tenant determines that it is not viable for Tenant to remain in the Project with the resulting reduced square footage and elects to assign this Lease or sublease the entirety of the Premises (in one or more subleases), no Excess Rent shall be due or payable to Landlord in connection with such assignment or at any time while Tenant is subleasing the entirety of the Premises.

7.6 Terms of Consent. If Landlord consents to a Transfer (and does not exercise any recapture right pursuant to Section 7.7): (a) the terms and conditions of this Lease, including among other things, Tenant’s liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, (b) such consent shall not be deemed consent to any further Transfer by either Tenant or the Transferee, (c) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term, expand the Premises, or lease additional space unless expressly permitted hereunder; (d) Tenant shall deliver to Landlord promptly after execution, an executed copy of all documentation pertaining to the Transfer, and (e) Tenant shall furnish upon Landlord’s request a complete statement, certified by Tenant’s chief financial officer, setting forth in detail the computation of any Excess Rent Tenant has derived and shall derive from such Transfer. Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant thereafter to be kept and performed. Each sublease shall be made subject to this Lease and all the terms, covenants and conditions of this Lease. No subtenant (other than Landlord) shall have the right to further Transfer its interest in the Subject Space. The surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination of this Lease in accordance with its terms, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or operate as an assignment to Landlord of any or all such subleases.

7.7 Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Article 7, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to, (a) any sublease so long as (i) following such sublease, the Transferee together with all other prior Transferees (other than any Transferees pursuant to a Permitted Transfer) do not occupy more than fifty percent (50%) of the rentable square footage of the Premises and (ii) such sublease is for less than substantially the

remainder of the Term, or (b) a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Section 7.7 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Section 7.7 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, (i) Landlord, at its cost, shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, (ii) the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and (iii) this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Section 7.7, then, subject to the other terms of this Article 7, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Article 7. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Article 7.

7.8 No Release. No Transfer shall release Tenant from its obligations under this Lease, whether arising before or after the Transfer. The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 7. Upon an Event of Default by any Transferee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee. No consent by Landlord to any further Transfer of this Lease, or to any modification, amendment or termination of this Lease, or to any extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any Transferee, or the insolvency, bankruptcy or Event of Default of any such Transferee, shall affect the continuing liability of Tenant for its obligations under this Lease, and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.

7.9 No Encumbrance. Notwithstanding anything to the contrary contained in this Article 7, Tenant shall have no right to encumber, pledge, hypothecate or otherwise transfer this Lease, or any of Tenant’s interest or rights hereunder, as security for any obligation or liability of Tenant. Without limiting the generality of the foregoing, Tenant expressly agrees that Tenant shall not, and Tenant has no right to, encumber, pledge, or hypothecate any leasehold improvements or alterations, including fixtures.

7.10 Assignment or Subletting without Landlord’s Consent.

7.10.1 The provisions of this Article shall not apply to (a) the transfer of stock in Tenant so long as Tenant is a publicly traded corporation, which stock is listed on a national or regional stock exchange or over the counter stock exchange, or (b) the issuance of stock in Tenant in a public offering.

7.10.2 Notwithstanding any contrary provision in this Article 7, Tenant may, without Landlord’s consent, assign this Lease to (a) an Affiliate of Tenant, (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets (a “Permitted Transfer”), provided that (i) Tenant is not then in Event of Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute an Event of Default hereunder, (ii) at least ten (10) Business Days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 7.10.2 (provided that Tenant shall be obligated to provide such notice only to the extent Tenant is permitted to do so in accordance with Applicable Laws), (iii) in the case of an assignment pursuant to clause (a) or (c) above, the Transferee executes and delivers to Landlord, at least ten (10) Business Days before the assignment, a commercially reasonable instrument pursuant to which the Transferee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder, (iv) in the case of an assignment pursuant to clause (b) above including an assignment to a successor that is an Affiliate of Tenant, (1) the successor entity has a Net Worth immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (2) if Tenant is a closely held professional service firm, at least seventy five percent (75%) of its equity owners existing

twelve (12) months before the Transfer are also equity owners of the successor entity, (v) in the case of an assignment pursuant to clause (b) or (c) above, as a condition to such Transfer being deemed a Permitted Transfer, Landlord may require, at its election, that the parent company of the successor to Tenant or the parent of the entity acquiring Tenant’s assets, as applicable, assumes in writing all obligations of Tenant hereunder as direct obligations to Landlord in place of the successor or acquiring entity, and not as a surety or guarantor, (vi) the transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Article 7, and (vii) the Transfer is not prohibited pursuant to Article 19. For purposes of this Section 7.10.2), the term “Affiliate” means any corporation or other entity which Controls, is Controlled by, or is under common Control with Tenant. The term “substantially all of Tenant’s assets” shall mean at least ninety percent (90%) of such assets. For purposes of this Lease, the term “Permitted Assignee” shall mean a Transferee to whom Tenant assigns all of its right, title and interest in and to this Lease and who assumes all of Tenant’s obligations under this Lease and which assignment is a Permitted Transfer.

7.11 Tenant Remedies. Notwithstanding anything to the contrary in this Lease, if Tenant claims that Landlord has unreasonably withheld, conditioned, or delayed its consent under this Article 7 or otherwise has breached or acted unreasonably under this Article 7, Tenant’s remedies shall be declaratory judgment and an injunction for the relief sought, and/or an action for compensatory monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right provided under California Civil Code Section 1995.310 or other Applicable Laws to terminate this Lease.

ARTICLE 8

WAIVER AND RELEASE AND INDEMNITY

8.1 Waiver and Release. To the fullest extent permitted by Requirements, neither Landlord nor any Indemnitees shall be liable to Tenant or any other Tenant Parties for, and Tenant waives as against and releases Landlord and the other Indemnitees from, any and all Claims for loss or damage to any property or injury, illness or death of any person in, upon or about the Premises and/or any other portion of the Project, arising at any time and from any cause whatsoever. The foregoing waiver shall apply to (a) Claims caused in whole or in part by any third party, (b) Claims caused in whole or in part by any active or passive act, error, omission, or negligence of Landlord or any other Indemnitee, (c) Claims in which liability without fault or strict liability is imposed, or sought to be imposed, on Landlord or any other Indemnitee, and (d) Claims caused in whole or in part by earthquake or earth movement, gas, fire, oil, electricity or leakage from the roof, walls, windows, basement or other portion of the Premises or the Project. The foregoing waiver shall not apply to release Landlord from any liability to the extent that any damage is proximately caused by Landlord’s gross negligence or willful misconduct of Landlord or its employees, representatives and agents.

8.2 Tenant’s Indemnification of Landlord. To the fullest extent permitted by Requirements, Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless of and from Claims to the extent arising out of or in connection with, or related to any of the following, including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the benefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s compensation laws: (a) the making of Alterations, or (b) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (i) the use or occupancy of, or the conduct of business in, the Premises; (ii) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (iii) any other occurrence or condition in or on the Premises; and (iv) acts, neglect or omissions of Tenant or any other Tenant Parties in or about any portion of the Project. The foregoing indemnification shall not apply to the extent that any damages are proximately caused by Landlord’s gross negligence or willful misconduct. Landlord shall have the right to reasonably approve legal counsel proposed by Tenant for defense of any Claim indemnified against hereunder or under any other provision of this Lease. If Landlord reasonably disapproves the legal counsel proposed by Tenant for the defense of any Claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s indemnity obligation hereunder.

ARTICLE 9

INSURANCE

9.1 Tenant’s Insurance.

9.1.1 Commercial General Liability Insurance. Tenant shall, at Tenant expense, secure and keep in force and effect a commercial general liability insurance policy covering the Premises, insuring Tenant against liability for bodily injury, death and broad form property damage and personal and advertising injury and including coverage for premises and products/completed operations (including the use of owned and non-owned equipment), damage to rented premises and blanket contractual liability. Such insurance shall be on an occurrence basis with a combined single limit of liability of not less than the amount of Five Million Dollars ($5,000,000), which liability limits may be satisfied with a combination of primary and excess/umbrella liability insurance. The policy or policies shall be endorsed to name Landlord and such others as are designated by Landlord as additional insureds. The limits of said

insurance required by this Lease as carried by Tenant shall not, however, limit the liability of Tenant nor relieve Tenant of any obligation hereunder. Such policy of insurance shall be issued as a primary policy and not contributing with or in excess of coverage that Landlord may carry. It is the specific intent of the parties that all insurance held by Landlord shall be excess, secondary and non-contributing.

9.1.2 Personal Property. Tenant shall, at Tenant’s expense, maintain in full force and effect on all of its personal property, furniture, furnishings, trade or business fixtures, cabling and equipment (collectively, “Tenant’s Property”) on the Premises, causes of loss – special form property insurance in an amount equal to one hundred percent (100%) of the full replacement cost thereof and including coverage for sprinkler leakage. During the Term of this Lease, the proceeds from any such insurance shall be used for the repair or replacement of Tenant’s Property. Landlord shall have no interest in the insurance upon Tenant’s Property. Landlord will not carry insurance on Tenant’s Property.

9.1.3 Worker’s Compensation Insurance; Employer Liability Insurance. Tenant shall, at Tenant’s expense, maintain in full force and effect workers’ compensation insurance as required by any Applicable Law, and employers’ liability insurance in amounts not less than One Million Dollars ($1,000,000) each accident for bodily injury by accident; One Million Dollars ($1,000,000) policy limit for bodily injury by disease; and One Million Dollars ($1,000,000) each employee for bodily injury by disease, and waiver by Tenant’s insurer of any right of subrogation against Landlord and Landlord’s property manager by reason of payment under such coverage.

9.1.4 Business Interruption. Tenant shall, at Tenant’s expense, maintain in full force and effect business income and extra expense insurance with coverage equal to no less than twelve (12) months of income and expenses, including all Rent payable by Tenant under this Lease.

9.1.5 Automobile Liability. Tenant shall, at Tenant’s expense, maintain automobile liability insurance including coverage on owned, hired, and non-owned automobiles and other vehicles, if used in connection with the performance of the work, with bodily injury and property damage limits of not less than One Million Dollars ($1,000,000) per accident. 9.1.6 General Requirements. Each policy of insurance required to be carried by Tenant pursuant to this Article 9 shall be provided by carriers licensed to do business in the State of California, and shall have a Best’s Financial Strength Rating of A or better and a Best’s Financial Size Rating of VI or better. Prior to the time Tenant or any of its contractors enters the Premises, Tenant shall deliver to the Landlord with respect to each policy of insurance required to be carried by Tenant pursuant to this Article 9, a certificate of the insurer certifying, in a form reasonably satisfactory to the Landlord, that the policy has been issued and premium paid providing the coverage required by this Article 9 and containing the provisions herein. Attached to such a certificate shall be endorsements naming Landlord as additional insured under the liability insurance, and including the wording under primary insurance above. Tenant shall, at least ten (10) days prior to expiration of each policy, furnish Landlord with certificates of renewal thereof. Each certificate shall expressly provide that such policies shall not be cancelable except after thirty (30) days prior written notice to Tenant and Tenant shall immediately thereafter notify Landlord and the other parties named as additional insureds as required in this Lease (except for cancellation for nonpayment of premium, in which event cancellation shall not take effect until at least ten (10) days’ notice has been given to Landlord). Landlord may at any time and from time-to-time inspect and/or copy any and all insurance policies required to be carried by Tenant pursuant to this Article 9. If, at any time during the Term, the amount or coverage of insurance which Tenant is required to carry under Section 9.1 is, in Landlord’s reasonable judgment, materially less than the amount or type of insurance coverage typically carried by tenants leasing space in Comparable Buildings which are similar to and operated for similar purposes as the Premises or if Tenant’s use of the Premises should change with or without Landlord’s consent, Landlord shall have the right to require Tenant to increase the amount or change the types of insurance coverage required under Section 9.1.

9.2 Mutual Waiver of Subrogation. Each party, for itself and on behalf of its insurer, releases and waives any right to recover against the other party, including officers, employees, agents and authorized representatives (whether in contract or tort) of such other party, that arise or result from any and all loss of or damage to any property of the waiving party located within or constituting part of the Project, including the Premises, to the extent of amounts payable under a standard ISO Commercial Property insurance policy or such additional property coverage as the waiving party may carry (with a commercially reasonable deductible), whether or not due to the negligence of such other party and whether or not the party suffering the loss or damage actually carries any insurance, recovers under any insurance or self-insures the loss or damage. Because the foregoing waivers will preclude the assignment of any claim by way of subrogation to an insurance company or any other person, each party shall immediately notify its insurer, in writing, of the terms of these mutual waivers and have its insurance policies endorsed to prevent the invalidation of the insurance coverage because of these waivers. This mutual waiver is in addition to any other waiver or release contained in this Lease.

9.3 Landlord’s Insurance. Landlord shall purchase and keep in force a causes of loss – special form ISO standard property insurance policy covering the Building (including the Tenant Improvements constructed by Landlord pursuant to the Work Letter) and the Project, in an amount equal to one hundred percent (100%) of the replacement cost of the Project Buildings (including the Tenant Improvements constructed by Landlord pursuant to the Work Letter, but excluding any Alterations) (exclusive of foundations,

footings and other underground improvements). Landlord may also purchase and maintain such additional insurance coverage as Landlord may from time to time deem prudent, or as may be required by Landlord’s Encumbrancer, including commercial general liability insurance and insurance coverage against the risks of earthquake, flood damage, terrorism or other perils, and rental loss coverage. All insurance carried by Landlord shall be issued by such companies, and on such terms and conditions as Landlord may from time to time determine; provided that in all events, such property insurance shall cover the full replacement cost of the Building, and the premiums for all insurance maintained by Landlord from time to time shall be included in Landlord’s Insurance Costs. Tenant shall, at its sole cost and expense, comply with any and all reasonable requirements pertaining to the Premises, the Building and the Project of any insurer necessary for the maintenance of reasonable property and commercial general liability insurance, covering the Building and the Project.

ARTICLE 10

CASUALTY DAMAGE

10.1 Landlord’s Restoration Obligation. If any portion of Tenant’s Building shall be damaged or destroyed by fire or other casualty (collectively, “Casualty”), Tenant shall give immediate written notice thereof to Landlord. Unless this Lease is terminated as provided in Section 10.3 or Section 10.4, Landlord shall proceed to repair and restore the damage (“Landlord’s Restoration Work”), with reasonable diligence and promptness, given the nature of the damage to be repaired, to substantially the same condition existing prior to the Casualty except for modifications required by zoning and building codes and other Applicable Laws and subject to reasonable delays for insurance adjustments, compliance with zoning laws, building codes, and other Applicable Laws and Force Majeure events. Landlord’s Restoration Work does not include repair and restoration of the Tenant Improvements or subsequent Alterations made by Tenant or repair and restoration to Tenant’s equipment, furniture, furnishings, trade fixtures or personal property. Unless this Lease is terminated as provided in Section 10.3 or Section 10.4, if and to the extent that any damaged Tenant Improvements or Alterations must be removed in order for Landlord to effect Landlord’s Restoration Work or to eliminate any hazard or nuisance resulting from such damaged Tenant Improvements or Alterations, then, after Landlord gives Tenant access for that purpose, Tenant shall proceed with reasonable diligence, given the nature of the work, to remove such damaged Tenant Improvements or Alterations in accordance with Applicable Laws, subject to reasonable delays for insurance adjustments and Force Majeure events.

10.2 Landlord’s Repair Notice. Landlord, as soon as reasonably possible but in any event within sixty (60) days after the date of the Casualty, shall deliver a written notice to Tenant (“Landlord’s Casualty Notice”) indicating Landlord’s election (a) to perform Landlord’s Restoration Work, including Landlord’s good faith estimate (which shall be based on Landlord’s consultation with a qualified, independent, experienced and reputable architect and/or general contractor experienced in similar types of Landlord’s Restoration Work) of the number of days (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure event) measured from the date of the Casualty that will be required for Landlord to substantially complete Landlord’s Restoration Work (the “Estimated Restoration Period”) or (b) to terminate this Lease pursuant to Section 10.3 as of the date specified in Landlord’s Casualty Notice, which date shall not be less than thirty (30) nor more than sixty (60) days after the date of such notice, unless Tenant exercised its right to terminate this Lease pursuant to Section 10.4.

10.3 Landlord’s Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlord’s Restoration Work, as more particularly described in Section 10.1:

10.3.1 If Landlord’s Restoration Work cannot, in Landlord’s good faith estimate (as determined in accordance with Section 10.2), be completed within one (1) year following the date of the Casualty (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure event) (provided, however, that Landlord’s election to terminate the Lease pursuant to this Section 10.3.1 shall, at Tenant’s election, be null and void if Landlord commences restoration of the Building in substantially the same structural or architectural form within sixty (60) days after delivery of Landlord’s Casualty Notice electing to terminate the Lease, which commencement shall be evidenced by the submission of an application for required permits for the restoration and which Tenant election to nullify the termination shall be exercised by Tenant, if at all, within seventy five (75) days after delivery of Landlord’s Casualty Notice).

10.3.2 If the Casualty occurs during the last twelve (12) months of the Term; provided, however, that Landlord may not terminate this Lease pursuant to this Section 10.3.2 if Tenant, at the time of such damage, has the right to extend the Term pursuant to Section 2.4, and Tenant exercises such Extension Option not later than the earlier to occur of (i) the last day of the then applicable Exercise Period set forth in Section 2.4.2 or (b) thirty (30) days following the delivery to Tenant of Landlord’s Casualty Notice, or

10.3.3 If the Casualty is not covered by the insurance Landlord is required to carry under this Lease or any insurance Landlord actually carries and the cost of Landlord’s Restoration Work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any deductible); provided, however, that Landlord may not terminate this Lease pursuant to this Section 10.3.3, if (a) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the amount in excess of Two Hundred

Fifty Thousand Dollars ($250,000) and (b) within fifteen (15) days thereafter, Tenant shall promptly deposit the excess in a construction trust account set up by Landlord in a financial or other institution selected by Landlord (subject to Tenant’s reasonable approval), in which event Landlord shall proceed with Landlord’s Restoration Work as if the Casualty had been insured. Landlord’s withdrawals from the trust account to fund Landlord’s Restoration Work shall be made after all insurance proceeds have been spent in the performance of Landlord’s Restoration Work (or after Landlord has expended from its own funds an amount equal to the insurance proceeds that would have been received by Landlord if Landlord had carried the insurance required to be carried hereunder), and any remainder in such trust account shall be returned to Tenant following completion of the Landlord’s Restoration Work, or

10.3.4 If insurance proceeds sufficient to complete Landlord’s Restoration Work are not available due to the exercise of legal rights of any Encumbrancer to collect such proceeds, or

10.3.5 If because of Applicable Laws Landlord’s Restoration Work cannot be completed except in a substantially different structural or architectural form than existed before the Casualty.

10.4 Tenant’s Termination Rights. In the event of any Casualty and if Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease as provided above, Tenant may elect to terminate this Lease upon the occurrence of any of the following circumstances, in which event Tenant must make such election to terminate this Lease by giving Landlord written notice of such election not later than thirty (30) days after Tenant’s receipt of Landlord’s Casualty Notice:

10.4.1 Landlord’s good faith estimate of the Estimated Restoration Period required to complete Landlord’s Restoration Work as set forth in Landlord’s Casualty Notice is greater than one (1) year from the date of the Casualty, or

10.4.2 The Casualty occurs during the last twelve (12) months of the Term.

The effective date of any given termination shall be specified in Tenant’s termination notice, and shall not be earlier than the date of such notice or later than sixty (60) days after the date of such notice.

10.5 Tenant’s Restoration Obligations. Unless this Lease is terminated as provided in Section 10.3 or Section 10.4, in the event of a Casualty, Tenant shall, to the extent that insurance proceeds are available to Tenant therefor (or would have been available to Tenant had Tenant carried the insurance required to be carried pursuant to this Lease and complied with the terms of such insurance policies), restore Tenant’s Property; provided that Tenant shall be permitted to restore the Tenant’s Property to a condition different from that existing prior to the Casualty. Tenant shall proceed with reasonable diligence, given the nature of the work, to effect such restoration in a good and workmanlike manner and in accordance with applicable Laws, subject to Force Majeure events. If this Lease is terminated as provided in Section 10.3 or Section 10.4, Tenant, no later than the expiration or sooner termination of this Lease, shall remove the damaged Alterations and Tenant’s equipment, furniture, furnishings, trade fixtures or personal property unless the Building is to be razed and/or demolished, in which case Tenant shall have no obligation to remove any such improvements or personal property.

10.6 Insurance Proceeds. In the event of any damage to the Premises or the Building (or any equipment, furniture, furnishings, trade fixtures or personal property therein) from any Casualty, Landlord shall be entitled to the full proceeds of any insurance coverage carried by Landlord in connection with such loss or damage, and Tenant shall be entitled to the full proceeds of any insurance coverage carried by Tenant in connection with such loss or damage; provided, however, that if this Lease is not terminated as a result of the Casualty, then Tenant shall utilize its insurance proceeds in the manner specified in Section 10.5.

10.7 Landlord not Liable for Business Interrupt. Notwithstanding any provision in this Lease to the contrary, Landlord shall not be liable for any loss of business, inconvenience or annoyance arising from any repair, restoration or rehabilitation of any portion of the Premises or the Building as a result of any damage from a Casualty; provided that the foregoing shall not be deemed to excuse or otherwise modify Landlord’s continuing obligation to perform Landlord’s Restoration Work, all as and to the extent otherwise provided in this Article 10.

10.8 Rent Abatement. Following any Casualty, Tenant shall be entitled to a reduction of Base Rent and Tenant’s Proportionate Share of Operating Expenses in proportion that the areas of the Premises rendered untenantable bears to the total rentable area of the Premises during the period beginning with the date such rentable area becomes untenantable and Tenant ceases to use such rentable area for the normal conduct of its business and ending (i) on the effective date of termination of this Lease if this Lease is terminated as a result of the Casualty, or (ii) five (5) Business Days after Substantial Completion of Landlord’s Restoration Work if this Lease is not terminated as a result of the Casualty. For purposes of this Article 10, the term “Substantial Completion” or “Substantially Complete” shall mean that the Landlord’s Restoration Work has been completed except for mechanical adjustments and items of the type customarily found on an architectural punchlist.

10.9 Casualty Prior to Completion of Initial Improvements. The terms and provisions of this Article 10 shall apply to any damage to the Building caused as a result of a Casualty, regardless of whether such damage occurs prior to or after the Term Commencement Date.

10.10 Waiver. This Article 10 shall be Tenant’s sole and exclusive remedy in the event of damage or destruction to the Premises or the Building. As a material inducement to Landlord entering into this Lease, Tenant hereby waives any rights it may have under Sections 1932, 1933(4), 1941 or 1942 of the Civil Code of California with respect to any destruction of the Premises, Landlord’s obligation for tenantability of the Premises and Tenant’s right to make repairs and deduct the expenses of such repairs, or under any similar law, statute or ordinance now or hereafter in effect.

10.11 Tenant Improvements, Alterations and Personal Property. In the event of any damage or destruction of the Premises or the Building, under no circumstances shall Landlord be required to repair any injury or damage to, or make any repairs to or replacements of Alterations or Tenant’s equipment, furniture, furnishings, trade fixtures or personal property.

ARTICLE 11

CONDEMNATION

11.1 Tenant’s Right to Terminate. Except as otherwise provided in Section 11.4 below, Tenant may elect to terminate this Lease if, as a result of the exercise of the power of eminent domain or condemnation for any public or quasi-public purpose, or if any transfer is made in avoidance of such exercise of the power of eminent domain (collectively, “taken” or a “taking”), (a) all of the Premises is taken, (b) a portion of the Premises is taken and the part of the Premises that remains cannot, within a reasonable period of time, be made reasonably suitable for the continued operation of Tenant’s business, or (c) there is a taking of a portion of the Outside Areas and, as a result of such taking, Landlord cannot provide parking spaces within the Project (or within a reasonable distance therefrom) equal in number to at least eighty percent (80%) of the number of parking spaces existing within the Outside Areas immediately prior to such taking, whether by rearrangement of the remaining parking areas in the Outside Areas (including, if Landlord elects, construction of multi-deck parking structures or restriping for compact cars). Tenant shall exercise its right to terminate this Lease within ten (10) days after any taking, such termination to be effective on the later to occur of (a) the date that possession of that portion of the Premises or the Outside Areas that is condemned is taken by the condemnor or (b) the date Tenant vacated the Premises.

11.2 Landlord’s Right to Terminate. Except as otherwise provided in Section 11.4 below regarding temporary takings, Landlord may elect to terminate this Lease if, as a result of any taking, (a) all or a substantial part of the Premises is taken, (b) more than one-third (1/3) of the Outside Areas is taken, or (c) because of then-applicable Requirements, the Premises may not be used for the same use being made thereof before such taking, whether or not restored as required by Section 11.3 below. If Landlord exercises such termination right, such termination shall be effective as of the date possession is taken by the condemnor.

11.3 Restoration. If any part of the Premises, the Building or the Outside Areas is taken and this Lease is not terminated, then Landlord shall repair any damage occasioned thereby to the remainder thereof to a condition reasonably suitable for Tenant’s continued operations and otherwise, to the extent practicable, in the manner and to the extent provided in Section 10.1.

11.4 Temporary Taking. If any portion of the Premises is temporarily taken for a period of one (1) year or less and such period does not extend beyond the Expiration Date, this Lease shall remain in effect. If any portion of the Premises is temporarily taken for a period which either exceeds one year or which extends beyond the Expiration Date, then Landlord and Tenant shall each independently have the right to terminate this Lease, effective on the date possession is taken by the condemnor.

11.5 Division of Condemnation Award. Any award made for any taking of the Project, the Building, the Outside Areas or the Premises, or any portion thereof, shall belong to and be paid to Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any such award; provided, however, Tenant shall be entitled to receive any portion of the award that is made specifically (a) for the taking of personal property, inventory or trade fixtures belong to Tenant, (b) for the interruption of Tenant’s business or its moving costs, (c) for loss of Tenant’s goodwill, or (d) for any temporary taking where this Lease is not terminated as a result of such taking.

11.6 Abatement of Rent. In the event of a taking of the Premises which does not result in a termination of this Lease (other than a temporary taking), then, as of the date possession is taken by the condemning authority, the Base Monthly Rent shall be reduced in the same proportion that the area of that part of the Premises so taken (less any addition to the area of the Premises by reason of any reconstruction) bears to the area of the Premises immediately prior to such taking.

11.7 Tenant’s Waiver. The rights and obligations of Landlord and Tenant on any taking of the Premises or any other portion of the Project are governed exclusively by this Lease.

Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Code of Civil Procedure Sections 1265.120 and 1265.130, or any similar successor statute.

11.8 Taking Defined. The term “taking” or “taken” as used in this Article 11 shall mean any transfer or conveyance of all or any portion of the Project to a public or quasi-public agency or other entity having the power of eminent domain pursuant to or as a result of the exercise of such power by such an agency, including any inverse condemnation and/or any sale or transfer by Landlord of all or any portion of the Project to such an agency under threat of condemnation or the exercise of such power.

ARTICLE 12

DEFAULT AND REMEDIES

12.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” by Tenant:

12.1.1 Failure to Pay Rent. Failure to pay any Rent as and when such Rent becomes due and payable and such failure is not cured within three (3) Business Days after written notice from Landlord that said amount was not paid when due, provided that if Tenant has previously received two (2) or more notices from Landlord during the immediately preceding twelve (12) month-period stating that Tenant failed to pay any Rent required to be paid by Tenant under this Lease when due, then Landlord shall not be required to deliver any notice to Tenant and a default shall immediately occur upon any failure by Tenant to pay any Rent required to be paid under the Lease when due.

12.1.2 Prohibited Transfer. An assignment or sublease made in contravention of any of the provisions of Article 7 above.

12.1.3 Cessation of Operations. Cessation of Tenant’s business at the Premises for a continuous period in excess of thirty (30) days and removal from the Premises of the personal property, equipment and furnishings used by Tenant in its business in the Premises.

12.1.4 Insolvency. A general assignment by Tenant for the benefit of creditors, the liquidation of Tenant, any action or proceeding commenced by Tenant under any insolvency or bankruptcy act or under any other statute or regulation for protection from creditors, or any such action commenced against Tenant and not discharged within thirty (30) days after the date of commencement; the employment or appointment of a receiver or trustee to take possession of all or substantially all of Tenant’s assets or the Premises; the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; the admission by Tenant in writing of its inability to pay its debts as they become due; or the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any such proceeding against Tenant, such proceeding is not dismissed. For purposes of this Section 12.1.4, “Tenant” means Tenant and any partner of Tenant, if Tenant is a partnership, or any person or entity comprising Tenant, if Tenant is comprised of more than one person or entity, or any guarantor of Tenant’s obligations, or any of them, under this Lease, but shall not mean any individual shareholder of Tenant.

12.1.5 Specific Performance Defaults. Failure to perform or fulfill any obligation, covenant, condition or agreement required under Section 9.1 (Insurance), Article 13 (Subordination; Estoppels), or Section 15.2 (Holding Over), or Article 16 (Security Deposit), within the respective time periods specified therein (if any).

12.1.6 Hazardous Materials. Failure to perform or fulfill any obligation, covenant, condition or agreement required under Section 4.12 (Hazardous Materials) and such failure continues for more than ten (10) days after Landlord gives written notice thereof to Tenant; provided, however, that if, by the nature of such obligation, covenant, condition or agreement, such failure cannot reasonably be cured within such period of ten (10) days, an Event of Default shall not exist as long as Tenant commences the curing of such failure or breach within such period of ten (10) days and, having so commenced, thereafter prosecutes such cure with diligence and dispatch to completion as soon as possible.

12.1.7 Event of Default under Other Project Leases. The occurrence of an Event of Default under any lease between Landlord and Tenant of any other Project Building (as the term “Event of Default” is defined under such other lease).

12.1.8 Other Defaults. Failure to perform or fulfill any other obligation, covenant, condition or agreement under this Lease (other than those described in Section 12.1.1 through Section 12.1.7 above), and such failure continues for thirty (30) days after written notice from Landlord or Landlord’s agent, or, if the failure is of a nature requiring more than thirty (30) days to cure, then Tenant shall be deemed not to have committed an Event of Default so long as Tenant commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion as soon as possible.

12.2 Tenant Cure Periods. Any cure periods provided above are in lieu of any other time periods provided by law with respect to curing Tenant’s failure to perform or comply with any covenants, agreements, terms or conditions of this Lease to be performed or observed by Tenant, and Tenant hereby waives any right under law now or hereinafter enacted to any other time or cure period, including notice and cure periods under California Code of Civil Procedure Sections 1161, et seq.

12.3 Landlord’s Remedies upon Occurrence of Event of Default. On the occurrence of an Event of Default, Landlord shall have the right either (a) to terminate this Lease and recover possession of the Premises, or (b) to continue this Lease in effect and enforce all Landlord’s rights and remedies under California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover Rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Landlord may, without any liability to Tenant for loss or damage thereto or loss of use thereof, store any property of Tenant located in the Premises at Tenant’s expense or otherwise dispose of such property in the manner provided by law. If Landlord does not terminate this Lease, Tenant shall in addition to continuing to pay all Rent when due, also pay Landlord’s costs of attempting to relet the Premises, any repairs and alterations necessary to prepare the Premises for such reletting, and brokerage commissions and attorneys’ fees incurred in connection therewith, less the rents, if any, actually received from such reletting. Notwithstanding Landlord’s election to continue this Lease in effect under clause (ii) above, Landlord may at any time thereafter terminate this Lease pursuant to this Section 12.3.

12.4 Lease Termination Damages. Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy it may have for possession or arrearages in Rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant the following:

(a) The worth at the time of award of the unpaid Rent which has been earned at the time of such termination; plus

(b) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(c) The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; plus

(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations hereunder or which in the ordinary course of things would be likely to result therefrom, including brokerage commissions, advertising expenses, expenses of remodeling any portion of the Premises for a new tenant (whether for the same or a different use), and any special concessions made to obtain a new tenant; plus

(e) At Landlord’s option, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Law, including the right to recover from Tenant the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rent loss that the Tenant proves could have been reasonably avoided.

As used in Sections 12.4(a) and (b), the “worth at the time of award” shall be computed by allowing interest at a rate per annum equal to the lesser of (a) the annual “Bank Prime Loan” rate cited in the Federal Reserve Statistical Release Publication G.13(415), published on the first Tuesday of each calendar month (or such other comparable index as Landlord shall reasonably designate if such rate ceases to be published) plus two (2) percentage points, or (b) the highest rate permitted by Law. As used in Section 12.4(c), the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

12.5 Landlord’s Right to Cure Defaults. If Tenant commits an Event of Default, then Landlord may, without waiving such Event of Default or releasing Tenant from any of its obligations hereunder, make any payment or perform any obligation on behalf of Tenant comprised in such Event of Default. All payments so made by Landlord, and all costs and expenses incurred by Landlord to perform such obligations, shall be due and payable by Tenant as Rent immediately upon receipt of Landlord’s demand therefor. If Landlord,

following an Event of Default, enters the Premises, or any portion thereof, in order to effect cure hereunder, Tenant waives all Claims which may be caused by Landlord’s so entering the Premises, and Tenant shall indemnify, defend, protect and hold Landlord, and the other Indemnitees harmless from and against Claims resulting from any actions of Landlord to perform obligations on behalf of Tenant hereunder. No entry by Landlord to the Premises or obligations performed by Landlord in the Premises under this Section 12.6 shall constitute a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises, or any portion thereof.

12.6 Efforts to Relet. Unless Landlord provides Tenant with express notice to the contrary, no re-entry, repossession, repair, maintenance, change, alteration, addition, reletting, appointment of a receiver or other action or omission by Landlord shall (a) be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, or (b) operate to release Tenant from any of its obligations hereunder. Tenant waives, for Tenant and for all those claiming by, through or under Tenant, California Civil Code § 3275 and California Code of Civil Procedure §§ 1174(c) and 1179 and any existing or future rights to redeem or reinstate, by order or judgment of any court or by any legal process or writ, this Lease or Tenant’s right of occupancy of the Premises after any termination hereof.

12.7 Remedies Cumulative. The rights and remedies of Landlord under this Lease are cumulative and in addition to, and not in lieu of, any other rights and remedies available to Landlord at law or in equity. Landlord’s pursuit of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other right or remedy.

12.8 Landlord’s Default.

12.8.1 General. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall not be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease unless Landlord fails to perform such obligation within thirty (30) days after the receipt by Landlord of written notice from Tenant specifying in detail Landlord’s alleged failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion.

12.8.2 Landlord’s Failure to Make Repairs; Tenant’s Cure Right. If Landlord fails to make any repairs that are Landlord’s responsibility under Section 5.1.2 or Section 5.1.3, the Original Tenant (and its Permitted Assignee) may so notify Landlord specifying the nature in reasonable detail of the repairs which Tenant believes are necessary. Landlord shall perform such repairs within the cure periods provided in Section 12.8.1 (or in the case of an Emergency, as defined below, as soon as reasonably practicable under the circumstances). If Landlord is in default pursuant to Section 12.8.2 and (i) such default materially and adversely impairs Tenant’s ability to use the Premises or any material portion thereof for the operation of its business pursuant to the terms of this Lease for a period in excess of five (5) consecutive days, or (ii) poses a material and imminent risk to the health or safety of persons in the Premises (an “Emergency”), then Tenant may perform such obligations subject to the terms and conditions of this Section 12.8.2. For purposes of this Section 12.8.2 only, the term “notice” shall include oral notices when given in an event of an Emergency.

(a) If Landlord fails to make repairs in accordance with Section 12.8.1, Tenant may deliver a second notice to Landlord (except in the case of an Emergency, no second notice shall be required), advising Landlord that Tenant intends to make necessary repairs if Landlord does not commence required repairs within three (3) Business Days after Landlord’s receipt of the second notice. If Landlord fails to commence required repairs within such three-Business Day period after receipt of the second notice and thereafter diligently pursue such repairs to completion, Tenant may perform the required repairs identified in Tenant’s notice.

(b) If Tenant takes such action, Tenant shall use only those contractors used by Landlord in the Project for work unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings and engages only labor that is harmonious and compatible with other labor working in the Project; in any event any such contractors must at all times maintain the insurance coverage required hereunder of contractors who perform work on behalf of Tenant in the Premises. All work performed by Tenant or its agents in accordance with this Section 12.8.2 must be performed in accordance with Article 6 at prevailing and competitive rates (taking into account the scope of the services, the financial strength, reputation and quality of Tenant’s selected contractor and the urgency of the situation).

(c) Promptly following completion of any work performed by Tenant pursuant to this Section 12.8.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto and an assignment on a non-exclusive basis of any and all warranties relating to such work. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in such invoice, commencing with the Rent first due and payable at least forty five (45) days

after Tenant’s delivery of such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after delivery of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable detail Landlord’s good faith reasons for its claim that such action did not have to be taken by Landlord pursuant to this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent. Rather, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute. If Tenant prevails in the arbitration, the amount of the award (which shall include attorneys’ fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease. Notwithstanding anything to the contrary contained above in this Section 12.8.2, Tenant shall have no right under this Section 12.8.2 to deduct from Rent payable by Tenant under this Lease, nor to proceed to arbitration as provided above, so long as an Event of Default by Tenant exists and is continuing.

12.8.3 Limitation on Remedies. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord’s failure to perform any covenant or agreement contained in this Lease. Tenant hereby waives such remedies of termination and rescission and hereby agrees that Tenant’s remedies for Landlord’s failure to perform hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction.

ARTICLE 13

SUBORDINATION; ESTOPPELS

13.1 Subordination to Encumbrances.

13.1.1 Subordination. This Lease and all of Tenant’s rights hereunder shall be automatically subordinate to any and all Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any such Encumbrance (or if by deed in lieu of foreclosure the Project is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (b) Tenant shall recognize such purchaser or Encumbrancer as the “Landlord” under this Lease, and (c) Tenant’s possession and quiet enjoyment of the Premises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Section 13.1.1 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. Tenant waives the provisions of any Requirement which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease, or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) liable for any Security Deposit not actually received by such Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to by such Encumbrancer.

13.1.2 Delivery of Notices to Encumbrancer. Notwithstanding anything to the contrary contained in this Lease, upon receipt by Tenant of notice from any Encumbrancer or from Landlord, which notice sets forth the address of such Encumbrancer, no notice of default from Tenant to Landlord shall be effective unless and until a copy of the same is given to such Encumbrancer at the appropriate address therefor (as specified in the above-described notice or at such other places as may be designated from time to time in a notice to Tenant delivered as required by this Lease), and the curing of any of Landlord’s defaults by such Encumbrancer within a reasonable period of time after such notice from Tenant (including a reasonable period of time to obtain possession of the Building if such Encumbrancer elects to do so) shall be treated as performance by Landlord.

13.1.3 Subordination, Non-Disturbance and Attornment Agreement. Landlord shall endeavor to obtain from any Encumbrancer existing as of the date of this Lease and any future Encumbrancer, for the benefit of Tenant, a subordination, non-disturbance and attornment agreement on commercially reasonable terms.

13.2 Estoppels.

13.2.1 Delivery of Estoppel. Within ten (10) Business Days after Landlord’s request therefor, Tenant shall execute, acknowledge, and deliver to Landlord certificates as specified by Landlord certifying: (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying each modification); (b) the Lease Commencement Date, the Base Rent Commencement Date and the Expiration Date; (c) that Tenant has accepted the Premises (or the reasons Tenant has not accepted the Premises), and if Landlord has agreed in the Work Letter to make any alterations or improvements to the Premises, that Landlord has properly completed such alterations or improvements (or the reasons why Landlord has not done so); (d) the amount of the Base Monthly Rent and current Additional Rent, if any, and the date to which such Rent has been paid; (e) that there exists no Event of Default, except as to any Events of Default specified in the certificate, and whether there are any existing defenses against the enforcement of Tenant’s obligations under this Lease; (f) that, to Tenant’s knowledge, no default of Landlord under this Lease is claimed by Tenant, except as to any defaults specified in the certificate; and (g) such other matters as may be requested by Landlord. If requested by Landlord, Tenant shall attach to any such certificate a copy of this Lease, and any amendments thereto, and include in such certificate a statement by Tenant that such attachment is a true, correct and complete copy of this Lease, including all modifications thereto. In addition, at Landlord’s request, any guarantor of Tenant’s obligations hereunder shall execute, acknowledge, and deliver to Landlord certificates as specified by Landlord reaffirming such guarantor’s guaranty of Tenant’s obligations.

13.2.2 Reliance on Estoppel. Any such certificate may be relied upon by any prospective purchaser of any part or interest in the Project or Encumbrancer and, at Landlord’s request, Tenant shall deliver such certificate to any such person or entity. In addition, at Landlord’s request, Tenant shall provide to Landlord for delivery to any such person or entity such information, including financial information, that may reasonably be requested by any such person or entity; provided that any such recipient agrees to treat such information as confidential and protect such information with at least the same degree of care recipient uses to protect its own confidential information of like importance. Any such certificate shall constitute a waiver by Tenant of any Claims Tenant may have in contravention of the information contained in such certificate and Tenant shall be estopped from asserting any such Claims. If Tenant fails or refuses to give a certificate hereunder within the time period herein specified, then the information contained in such certificate as submitted by Landlord shall be deemed correct for all purposes, but Landlord shall have the right to treat such failure or refusal as an Event of Default.

ARTICLE 14

SALE OR TRANSFER BY LANDLORD;

LEASE NONRECOURSE TO LANDLORD

14.1 Sale or Transfer by Landlord. Landlord may at any time transfer, in whole or in part, its right, title and interest under this Lease and/or in the Project, or any portion thereof. If the original Landlord hereunder, or any successor to such original Landlord, transfers (by sale, assignment or otherwise) its right, title or interest in the Building, all liabilities and obligations of the original Landlord or such successor under this Lease shall terminate as of the date of such transfer, the original Landlord or such successor shall automatically be released therefrom as of the date of such transfer, and thereupon all such liabilities and obligations from and after the date of such transfer shall be binding upon the new owner, but only to the extent the new owner agrees in writing to assume all such liabilities and obligations. If the new owner does not so agree, then Landlord or such successor shall remain obligated to perform all obligations of Landlord outstanding on the date of such transfer, including, without limitation the obligation to return the Letter of Credit or any cash then being held as a result of draws made on the Letter of Credit. Tenant shall attorn to each such new owner. If in connection with any transfer effected by the then Landlord hereunder, such Landlord transfers any Security Deposit or other security provided by Tenant to Landlord for the performance of any obligation of Tenant under this Lease, then such Landlord shall be released from any further responsibility or liability for such Security Deposit or other security.

14.2 Lease Nonrecourse to Landlord. Landlord’s liability to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord’s operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Premises shall be limited solely and exclusively to an amount that is equal to the lesser of (a) the interest of Landlord in the Building, including rents and sale and insurance proceeds, or (b) the equity interest Landlord would have in the Building if the Building were encumbered by third-party debt in an amount equal to eighty percent (80%) of the value of the Building (as such value is determined in good faith by Landlord). “Landlord Parties” means, collectively, Landlord and its affiliates and their respective partners, shareholders, officers, directors, employees, members, investment advisors, or any successor in interest of any of them. Neither Landlord, nor any of the Landlord Parties shall have any personal liability in connection with this Lease, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this Section 14.2 shall inure to the benefit of Landlord’s and Landlord Parties’ present and future members, managers, partners, beneficiaries, officers, directors, trustees, shareholders, advisors, agents and employees, and their respective partners, heirs, successors and assigns. Under no circumstances shall any present or future partner of Landlord (if Landlord

or any partner or member of Landlord is a partnership), future member or manager of Landlord (if Landlord or any partner or member of Landlord is a limited liability company) or trustee or beneficiary of Landlord (if Landlord or any partner or member of Landlord is a trust), have any liability for the performance of Landlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor any Landlord Parties shall be liable under any circumstances for, and Tenant hereby waives and releases Landlord and Landlord Parties from, all liability for punitive, special or consequential damages arising under or in connection with this Lease, including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill, loss of use, or any other injury or damage to, or interference with, Tenant’s business, in each case, however occurring. The provisions of this paragraph shall apply only to Landlord and Landlord Parties and shall not be for the benefit of any insurer.

ARTICLE 15

SURRENDER OF POSSESSION; HOLDING OVER

15.1 Surrender of Possession. Immediately prior to the Expiration Date or the earlier termination of this Lease, Tenant shall remove all of Tenant’s signs from the exterior of the Building and shall remove all of Tenant’s equipment, trade fixtures, furniture, supplies, wall decorations and other personal property from the Premises, and shall vacate and surrender the Premises to Landlord in the same condition, broom clean, as existed as of the Delivery Date, subject to ordinary wear and tear and any repairs and replacements for which Tenant is not responsible under this Lease and further subject to any rights or obligations with respect to the removal or surrender of Alterations pursuant to Section 6.1, the Tenant Improvements pursuant to Section 9 of the Work Letter, to the extent applicable, the Cafeteria pursuant to Section 20.4 and, to the extent applicable, the Fitness Facility pursuant to Section 22.3. Tenant shall (a) repair all damage to the Premises and/or the exterior of the Building caused by Tenant’s removal of Tenant’s property, including but not limited to office furniture and fixtures, signage, lab racks, window cages and, unless otherwise mutually agreed to by Landlord, all power supply and cabling to cubicles and in labs (which power supplies shall be removed back to the junction box and cabling will be removed in accordance with the 2014 National Fire Protection Association (NFPA) 70: National Electrical Code Articles 640, 645, 725, 760, 770, 800, 820, 830 and 840), (b) patch and refinish, to Landlord’s reasonable satisfaction, all penetrations made by Tenant or its employees to the floor, walls or ceiling of the Premise, (c) clean, repair or replace all stained or damaged ceiling tiles, wall coverings, (d) clean or replace floor coverings as may be required to the reasonable satisfaction of Landlord, (e) replace all burned out light bulbs and damaged light lenses, and (f) clean and repaint all painted walls. Tenant shall pay the reasonable cost of restoring or replacing all trees, shrubs, plants, lawn and ground cover, and repair (or replace as required) all paved surfaces of the Project, and otherwise satisfy all requirements to repair any damage or excessive wear to the Premises, the Building, Outside Areas, and/or Property; provided that, if as of the expiration or earlier termination of this Lease, Landlord has entered into a binding, unconditional new lease which provides for demolition or reconstruction of the existing Tenant Improvements or Alterations, then Tenant shall have no obligation to restore those areas of the Premises that will be affected by such new work. Subject to Section 9.2, Tenant shall repair all damage caused by Tenant to the exterior surface of the Building and the paved surfaces of the Outside Areas adjoining the Premises and, where necessary, replace or resurface same. Additionally, Tenant shall, prior to the Expiration Date or the earlier termination of this Lease, remove any improvements constructed or installed by Tenant that Landlord requests be removed by Tenant in accordance with Section 6.1 of the Lease, Section 9 of the Work Letter, to the extent applicable, perform the Cafeteria Restoration Work pursuant to Section 20.4 and, to the extent applicable, the Fitness Facility Restoration Work pursuant Section 22.3 and repair all damage caused by such removal. Tenant shall dispose of any equipment, furnishings or materials no longer needed by Tenant in accordance with Sustainable Practices. If the Premises are not surrendered to Landlord in the condition required by this Section upon the Expiration Date or earlier termination of this Lease, Landlord may, at Tenant’s expense, so remove Tenant’s signs, property and/or improvements not so removed and make such repairs and replacements not so made or hire, at Tenant’s expense, independent contractors to perform such work. Within thirty (30) days after Tenant’s receipt of Landlord’s invoice for any such reasonable costs incurred by Landlord, Tenant shall reimburse Landlord for all such costs, plus interest thereon at the Interest Rate, until paid by Tenant. Tenant shall be deemed to have impermissibly held over until such time as such required work is completed, and Tenant shall pay Base Monthly Rent and Additional Rent in accordance with the terms of Section 15.2 until such work is completed.

15.2 Holding Over. No holding over by Tenant shall operate to extend the Term. If Tenant remains in possession of the Premises after expiration or termination of this Lease: (a) Tenant shall become a tenant at sufferance upon all the applicable terms and conditions of this Lease, except that Base Monthly Rent shall be increased to one hundred fifty percent (150%) of the Base Monthly Rent then in effect; (b) Tenant shall indemnify, defend, protect and hold harmless Landlord, the other Indemnitees, and any tenant to whom Landlord has leased all or part of the Premises, from Claims (including loss of rent to Landlord or additional rent payable by such tenant and reasonable attorneys’ fees) suffered or incurred by Landlord, such other Indemnitees, or such tenant resulting from Tenant’s failure timely to vacate the Premises; and (c) such holding over by Tenant shall constitute an Event of Default. Landlord’s acceptance of Rent if and after Tenant holds over shall not convert Tenant’s tenancy at sufferance to any other form of tenancy or result in a renewal or extension of the Term of this Lease, unless otherwise specified by notice from Landlord to Tenant.

ARTICLE 16

SECURITY DEPOSIT

16.1 Delivery of Letter of Credit. Within three (3) Business Days after the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”) in an amount of Eight Hundred Seventy Eight Thousand Four Hundred Fifty Two and 80/100 Dollars ($878,452.80), (the “Letter of Credit Amount”), in the form attached hereto as Exhibit G, payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (a) be “callable” at sight, irrevocable and unconditional, (b) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Lease Date, until the date (the “LC Expiration Date”) that is ninety (90) days after the Expiration Date, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective sole discretion. Landlord hereby approves Silicon Valley Bank as a Bank acceptable to Landlord. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Article 16. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Article 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Article 16 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

16.2 Transfer of Letter of Credit. The Letter of Credit shall provide that Landlord, its successors and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person or entity. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor arising after such transfer, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.

16.3 In General. If as a result of a permitted draw thereon the amount of the Letter of Credit becomes less than the Letter of Credit Amount, Tenant shall, within five (5) Business Days thereafter, either provide Landlord with a cash security deposit equal to such difference or provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount or an amendment to the existing Letter of Credit to increase the Letter of Credit Amount by the deficiency), and any such additional (or replacement) letter of credit or letter of credit amendments shall comply with all of the provisions of this Article 16, and if Tenant fails to comply with the foregoing, then, notwithstanding anything to the contrary contained in Section 16.1 above, the same shall constitute an incurable default by Tenant under this Lease (without the need for any

additional notice and/or cure period). Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Article 20, Beneficiary shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Article 20, and the proceeds of the Letter of Credit shall be held as a Deposit pursuant to Section 16.5 until applied and may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant under this Lease (subject to applicable notice and cure periods), including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within ninety (90) days after the Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any Event of Default by Tenant under this Lease (including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code); provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

16.4 Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any Event of Default on the part of Tenant under this Lease. Upon an Event of Default by Tenant, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the Letter of Credit, in part or in whole, to cure any Event of Default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or that Landlord reasonably estimates that it will sustain resulting from Tenant’s Event of Default, including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any Applicable Laws, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and the use, application or retention of the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant agrees and acknowledges that (a) the Letter of Credit constitutes a separate and independent contract between Landlord and the Bank, (b) Tenant is not a third party beneficiary of such contract, and (c) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise.

16.5 Security Deposit. Any proceeds drawn under the Letter of Credit and not applied as set forth above shall be held by Landlord as a security deposit (the “Deposit”). No trust relationship is created herein between Landlord and Tenant with respect to the Deposit, and Landlord shall not be required to keep the Deposit separate from its general accounts. The Deposit shall be held by Landlord as security for the faithful performance by Tenant of all of the provisions of this Lease to be performed or observed by Tenant. If Tenant fails to pay any Rent, or otherwise commits an Event of Default with respect to any provision of this Lease, Landlord may (but shall not be obligated to), and without prejudice to any other remedy available to Landlord, use, apply or retain all or any portion of the Deposit for the payment of any Rent in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby, including, without limitation, prospective damages and damages recoverable pursuant to California Civil Code Section 1951.2. Tenant waives the provisions of California Civil Code Section 1950.7, or any similar or successor laws now or hereinafter in effect, that restrict Landlord’s use or application of the Deposit, or that provide specific time periods for return of the Deposit. Without limiting the generality of the foregoing, Tenant expressly agrees that if Landlord terminates this Lease due to an Event of Default or if Tenant terminates this Lease in a bankruptcy proceeding, Landlord shall be entitled to hold the Deposit until the amount of damages recoverable pursuant to California Civil Code Section 1951.2 is finally determined. If Landlord uses or applies all or any portion of the Deposit as provided above, Tenant shall within ten (10) days after demand therefor, deposit cash with Landlord in an amount

sufficient to restore the Deposit to the full amount thereof, and Tenant’s failure to do so shall, at Landlord’s option, be an Event of Default under this Lease. At any time that Landlord is holding proceeds of the Letter of Credit pursuant to this Section 16.5, Tenant may deposit a Letter of Credit that complies with all requirements of this Article 16, in which event Landlord shall return the Deposit to Tenant within ten (10) days after receipt of the Letter of Credit. If, at any time Tenant is entitled to a reduction of the Letter of Credit Amount pursuant to Section 16.6, Landlord is holding proceeds of a Letter of Credit rather than a Letter of Credit, then Landlord shall return to Tenant an amount of proceeds so held such that the amount of proceeds retained by Landlord is equal to the reduced stated amount of the Letter of Credit as permitted under the applicable terms of Section 16.6. If, at any time Tenant is entitled to a reduction of the Letter of Credit Amount pursuant to Section 16.6, Landlord is holding both proceeds of a Letter of Credit and a Letter of Credit, then Landlord, at Tenant’s election, shall return to Tenant an amount of proceeds so held or accept an amendment to the Letter of Credit or a replacement Letter of Credit or a combination of the foregoing so long as the amount of proceeds retained by Landlord and/or the stated amount of the Letter of Credit held by or tendered to Landlord equal the reduced stated amount of the Letter of Credit as permitted under the applicable terms of Section 16.6. If Tenant performs all of Tenant’s obligations hereunder, the Deposit, or so much thereof as has not previously been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) within sixty (60) days following the later of the expiration of the Lease Term or Tenant’s vacation and surrender of the Premises in accordance with the requirements of this Lease. Landlord’s return of the Deposit or any part thereof shall not be construed as an admission that Tenant has performed all of its obligations under this Lease. Upon termination of Landlord’s interest in this Lease, if Landlord transfers the Deposit (or the amount of the Deposit remaining after any permitted deductions) to Landlord’s successor in interest, and thereafter notifies Tenant of such transfer and the name and address of the transferee, then Landlord shall be relieved of any further liability with respect to the Deposit.

16.6 Reduction of Letter of Credit Amount. Notwithstanding any provision of this Lease to the contrary, the Letter of Credit Amount shall be reduced by Two Hundred Nineteen Thousand Six Hundred Fifty Nine and 10/100 Dollars ($219,613.20) (the “Reduction Amount”) up to a total of three (3) separate times upon delivery of a factually correct written notice to Landlord stating that, as of the date of such notice, Tenant satisfies the Required Thresholds as that term is defined below (each a “Reduction Notice”). A Reduction Notice may be delivered to Landlord on or after the first day of the 37^th, 61^st and 85^th calendar months of the Term at such time as the applicable Required Thresholds are satisfied, the date of such Reduction Notice being hereinafter referred to as the “LC Reduction Date.” The Reduction Notice shall be accompanied by supporting financial documentation reasonably acceptable to Landlord evidencing that Tenant satisfies the Required Thresholds; provided, however, that in no event shall any such reduction be permitted hereunder if an Event of Default with respect to a monetary obligation of Tenant shall have occurred during the twelve (12) month period preceding the applicable LC Reduction Date. As used herein, Tenant shall satisfy the “Required Thresholds” as of an applicable LC Reduction Date if and only if, as of such date, (a) Tenant’s net revenue for the immediately preceding four (4) consecutive fiscal quarters is at least the amount required for such LC Reduction Date as set forth in the schedule below, as determined in accordance with generally accepted accounting practices (“GAAP”), and (b) Tenant has had Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as determined in accordance with GAAP of at least *** percent (***%) of Tenant’s gross revenues.

LC Reduction Date Date of Reduction Notice	Gross Revenue	EBIDTA Margin	Reduction Amount	Adjusted Letter of Credit Amount
On or after the 1^st day of 37^th calendar month of the Term	$***	***%	$219,613.20	$658,839.60
On or after 1^st day of 61^st calendar month of the Term	$***	***%	$219,613.20	$439,226.40
On or after the 1^stday of 85^th calendar month of the Term	$***	***%	$219,613.20	$219,613.20

If the applicable Required Thresholds are satisfied on the LC Reduction Date and no Event of Default with respect to a monetary obligation of Tenant shall have occurred during the twelve (12) month period preceding such LC Reduction Date, and provided that Tenant tenders the replacement or amended Letter of Credit to Landlord satisfying each and all of the requirements set forth in this Xxxxxxxxx 00, Xxxxxxxx shall exchange the Letter of Credit then held by Landlord for the replacement Letter of Credit tendered by Tenant reflecting the applicable reduced stated amount pursuant to this Section 16.6 or accept and acknowledge the amendment to the Letter of Credit then held by Landlord reflecting the reduction thereof by the Reduction Amount. If, as of any LC Reduction Date, Landlord is holding proceeds of a Letter of Credit pursuant to Section 16.5, Landlord shall return to Tenant an amount of proceeds so held such that the amount of proceeds retained by Landlord is equal to the reduced stated amount as permitted under the applicable terms of this Section 16.6 if a Letter of Credit was then held by Landlord.

ARTICLE 17

NOTICES

All notices, approvals, consents, demands and other communications from one party to the other given pursuant to this Lease shall be in writing and shall be made by personal delivery, by use of a reputable courier service or by deposit in the United States mail, certified, registered or express, postage prepaid and return receipt requested. Notices shall be addressed if to Landlord, to Landlord’s Address for Notices, and if to Tenant, to Tenant’s Address; provided, however, if Tenant has provided for notices to be sent to multiple recipients on behalf of Tenant in the Basic Lease Information, then the first such recipient shall be deemed to be a required recipient of any notices and notices to the second and any subsequent recipients in the Basic Lease Information shall be provided as a courtesy only. Landlord and Tenant may each change their respective addresses from time to time by giving written notice to the other of such change in accordance with the terms of this Article 17, at least ten (10) days before such change is to be effected; provided, however, that any such address shall be a street address (and not a post office box). Any notices given in accordance with this Article 17 shall be deemed to have been given (a) on the date of personal delivery, or (b) on the earlier of the date of delivery or attempted delivery (as shown by the courier service delivery record or return receipt) if sent by courier service or mailed.

ARTICLE 18

RIGHT OF FIRST OFFER

18.1 First Offer Space; Exercise. If, at any time during the Term, any space of 50,000 square feet or more within the Project Buildings not initially leased to Tenant (namely, 190 and 000 Xxxx Xxxxxx) becomes available for lease to third parties (each and any such portion is herein referred to as “First Offer Space”), Tenant shall have a right of first offer to lease such First Offer Space, subject to, and in accordance with, the terms and conditions set forth in this Article 18. Prior to leasing any First Offer Space to a third party, Landlord will give notice to Tenant (an “Offering Notice”) specifying Landlord’s good faith estimate of (a) the Base Monthly Rent which Landlord proposes to charge for the First Offer Space, (b) the approximate date upon which the First Offer Space is anticipated to be available for delivery, and (c) any other material conditions or provisions relating to the leasing of the First Offer Space which vary from the provisions of this Lease. If Tenant wishes to lease the First Offer Space on the terms specified by Landlord in the Offering Notice, Tenant shall so notify Landlord within fifteen (15) days after receipt thereof, which notice shall be unconditional and irrevocable. In addition, if Tenant wishes to lease the First Offer Space on terms other than those specified in the Offering Notice, Tenant may, within such fifteen (15) day period, provide Landlord with a notice (“Tenant’s First Offer Notice”) specifying the terms upon which Tenant is willing to lease the First Offer Space. Tenant may exercise its right of first offer (or deliver Tenant’s First Offer Notice) only with respect to all of the First Offer Space identified in any Offering Notice. For purposes of this Article 18, space “available for lease” shall mean space which Landlord decides that it will place on the market for lease for a term of at least three (3) years and which Landlord is free to lease to the general public, unencumbered by any Superior Rights in favor of other tenants in the Project. As used herein, “Superior Rights” shall mean (a) any renewal rights, expansion rights, rights of first offer or other similar rights in favor of other tenants in the Project pursuant to written agreements in effect as of the Lease Date provided that the holder of such rights need not exercise such rights in strict accordance with such written agreements to remain a Superior Right and provided further that any such renewal right shall be a Superior Right regardless of whether such renewal is characterized by the parties thereto as a “renewal” or as a “new lease” and (b) with respect to any First Offer Space for which Tenant failed to exercise its right to lease such First Offer Space, the rights of any third party to lease such First Offer Space that are granted to such third party at the time it leases space in the Project following Tenant’s failure to exercise its right pursuant to Section 18.2.2.

18.2 Terms and Conditions.

18.2.1 If Tenant timely exercises its right to lease the First Offer Space, then the First Offer Space shall be leased on all of the terms and conditions of this Lease, provided that (a) the Base Monthly Rent for the First Offer Space shall be as set forth in the Offering Notice, (b) Tenant’s Proportionate Share of the Building and Proportionate Share of Project shall be adjusted to reflect the rentable square footage of the First Offer Space, (c) the Term shall be as set forth in the Offering Notice, and (d) except as specified in the Offering Notice (which shall govern to the extent of any conflict with this Lease), the First Offer Space shall be delivered in its then existing “as is” condition, without obligation on the part of Landlord to make any repairs or construct any improvements to the First Offer Space in connection with Tenant’s contemplated use, or to demolish existing improvements therein, and Tenant shall be responsible for the construction and installation in accordance with the provisions of Article 6 above of any Alterations it desires to install within the First Offer Space, at Tenant’s sole cost and expense. Except as may be specified in the Offering Notice, Tenant shall commence paying Base Monthly Rent and all Additional Rent with respect to the First Offer Space on the date of delivery of the First Offer Space to Tenant in the condition required hereunder. Landlord shall promptly prepare and Landlord and Tenant shall promptly execute a lease reflecting the leasing of the First Offer Space pursuant to the terms of this Article 18.

18.2.2 If Tenant (a) fails to timely notify Landlord that it wishes to lease the First Offer Space identified in any Offering Notice, or (b) delivers to Landlord Tenant’s First Offer Notice as provided in Section 18.1 above, or (c) fails to execute and deliver to

Landlord the lease reflecting the leasing of the First Offer Space within ten (10) Business Days following receipt thereof by Tenant, then, during the six (6) months thereafter, (i) Landlord may lease the First Offer Space to any person (the rights of whom shall then constitute a Superior Right) on terms and conditions Landlord may deem appropriate (provided that such terms are not more favorable to such person than the terms and conditions set forth in Tenant’s First Offer Notice, if applicable); or (ii) if Tenant has delivered Tenant’s First Offer Notice to Landlord as provided above, then Landlord may elect, by written notice to Tenant, to lease the First Offer Space to Tenant on the terms and conditions set forth in Tenant’s First Offer Notice; provided, however, that, at any time before such election by Landlord, Tenant may revoke Tenant’s First Offer Notice, in which event Landlord may lease the First Offer Space to any person on terms and conditions Landlord may deem appropriate. If Landlord either fails to lease the First Offer Space within said six (6) month period, or desires to lease the First Offer Space within said six (6) month period but on terms materially more favorable to the prospective tenant than were set forth in Tenant’s First Offer Notice, if applicable, Landlord shall again comply with the terms of this Article 18 with respect to such First Offer Space.

18.3 Conditions to Exercise. Notwithstanding anything to the contrary set forth herein, if (a) an Event of Default under this Lease exists at the time an Offering Notice would otherwise be required to be sent under this Article 18 or (b) Tenant is not occupying the entire Premises, Landlord shall have the right (but not the obligation) to refrain from delivering the Offering Notice to Tenant. Nothing contained in this Article 18 shall be deemed to impose any obligation on Landlord to refrain from negotiating with the existing tenant(s) of the First Offer Space, to withhold the First Offer Space from the market, or to take any other action or omit to take any other action in order to make the First Offer Space available to Tenant.

ARTICLE 19

PROHIBITED TRANSACTIONS

Notwithstanding any other provisions to the contrary contained in this Lease, in no event shall Tenant effect any Transfer under this Lease or retain or contract with (a) Huawei Technologies Co. Ltd. (“Huawei”) or ZTE Corporation (“ZTE”), (b) any subsidiary or other entity which directly or indirectly, Controls, is Controlled by, or under common Control with either Huawei or ZTE, and (c) any subsidiary or other entity of which either Huawei or ZTE or any combination thereof owns more than twenty five (25%) of the outstanding common stock or other voting interests to perform any of Tenant’s obligations under this Lease or to perform any other service to the Building or any portion thereof during the Term.

ARTICLE 20

CAFETERIA

20.1 Construction and Use. Subject to the terms and conditions of this Article 20, Tenant may include a cafeteria (“Cafeteria”) in the Premises. The location of the Cafeteria shall be mutually acceptable to Landlord and Tenant, taking into consideration exterior venting requirements. The design and the construction of the Cafeteria shall be performed or contracted by Tenant in accordance with the terms and conditions of the Work Letter if constructed as part of the initial Tenant Improvements or in accordance with the terms and conditions of Article 6 if constructed as an Alteration. The Cafeteria shall be available for use solely by Tenant’s employees and guests, and in no event shall it be open to the public. Tenant, at Tenant’s expense, shall obtain and maintain all governmental permits and licenses necessary to operate the Cafeteria and shall comply with all Requirements relating to the maintenance, operation and use thereof and such reasonable rules and regulations as may be promulgated from time to time by Landlord.

20.2 Operation. Tenant acknowledges that, in the absence of adequate preventive measures, the Cafeteria could create objectionable fumes, vapors or odors, pests, unreasonable noise and other conditions that would cause annoyance to and disruption of the other tenants and occupants of the Project. Accordingly, as a material inducement to Landlord to enter into this Lease, Tenant agrees as follows:

(a) Tenant shall: (i) furnish, install and maintain ventilation, exhaust and drainage systems satisfactory to Landlord and provide such other exhaust, cleaning or similar systems necessary to prevent any smoke, fumes, vapors, offensive odors or other offensive substances from emanating from the Cafeteria as more fully set forth below; (ii) fireproof all window treatments in the Cafeteria, including, without limitation, draperies and curtains, and submit to Landlord, upon Landlord’s request, current certificates evidencing such fireproofing; and (iii) operate the Cafeteria in a clean and sanitary manner so as to prevent infestation by pests, and, in addition, whenever there shall be evidence of any infestation, employ contractors designated or approved by Landlord to eliminate the infestation.

(b) Tenant shall install grease traps/interceptors located within the Cafeteria as required by any Requirements for all food preparation areas having pot sinks or any grease- producing appliances that discharge into the waste system. Tenant shall be responsible for the proper care, cleaning and maintenance of the grease traps located within the Cafeteria and any piping required therefor in accordance with all Requirements. Tenant shall follow all recommendations of Tenant’s grease trap maintenance provider

regarding the maintenance of the grease traps, including any recommended chemical treatments and any recommended intervals for the emptying and/or hydrojetting of the grease traps and connecting pipes. Landlord shall have the right to oversee any work performed by such grease trap maintenance provider. Tenant, as Additional Rent, shall be liable for the cost of any maintenance to or repairs of any of the Building pumps and pipes to the extent necessitated by Tenant’s failure to comply with the terms and conditions of this provision or as a result of any grease, garbage or other abnormal disposal through the Building drain system by Tenant. In the event that any obnoxious odor shall escape from the Premises as a result of Tenant’s failure to clean and/or maintain the grease traps within the Premises as required by this Section 20.2, Landlord may require Tenant, at Tenant’s sole cost and expense, to perform such actions as Landlord, in Landlord’s reasonable discretion, shall deem necessary in order to eliminate such odor.

(c) If, in the reasonable opinion of Landlord, objectionable odors are escaping from the Cafeteria into the Project, Landlord shall have the right to require Tenant to install an additional ventilation system and/or filter or modify an existing ventilation system and/or filter in the Cafeteria. Tenant shall coordinate the installation and operation of any ventilation system and/or filter with Landlord to assure that such ventilation system and/or filter is compatible with the Building Systems.

(d) Tenant shall install such filters and shafts as required by Requirements. Tenant shall be responsible for the proper care, cleaning and maintenance of the filters and shafts located within the Cafeteria, or exclusively serving the Cafeteria, in accordance with all Requirements, and shall procure a qualified maintenance contractor reasonably approved by Landlord under a commercially reasonable maintenance contract for regular maintenance of such systems. Tenant shall, at its own expense, cause any such filters to be cleaned on a monthly basis and any such shafts on an annual basis. Tenant shall follow all reasonable recommendations of Tenant’s filter and shaft maintenance provider regarding the maintenance of the filter and shafts.

(e) If Tenant shall at any time serve alcoholic beverages in the Cafeteria, Tenant shall, at its sole cost and expense, provide and maintain all licenses and/or permits required by Requirements and shall at all times comply with Requirements related to the service of alcoholic beverages. At all times during the Lease Term during which Tenant serves alcoholic beverages of any kind, Tenant, at its expense, shall maintain appropriate liquor liability insurance, which insurance shall be in form and content reasonably acceptable to Landlord. All alcohol served at the Premises shall be consumed within the Premises only, and in no event may Tenant serve or permit the consumption of alcohol outside of the Premises.

20.3 Costs. Tenant shall reimburse Landlord within thirty (30) days after request for any and all additional or increased costs incurred by Landlord as a result of or in connection with the Cafeteria, including, but not limited to, additional insurance premiums, additional taxes or assessments, or additional janitorial or trash removal costs.

20.4 Cafeteria Restoration Work. Prior to the expiration or upon earlier termination of this Lease, all vents and shafts and other specialized improvements and installations relating to construction of the Cafeteria shall be removed and the Premises shall be restored to the condition existing prior to the installation of such improvements (“Cafeteria Restoration Work”). If any part of the Cafeteria is included in the initial Tenant Improvements and to the extent depicted on the Space Plan (as defined in the Work Letter), the provisions of Section 9 of the Work Letter rather than this Section 20.4 shall govern as to the restoration obligation for such improvements. The Cafeteria Restoration Work shall be paid for and performed in accordance with the provisions of Article 15.

ARTICLE 21

ROOF TOP EQUIPMENT

21.1 License. Subject to the applicable terms and conditions contained in this Lease (including Articles 6 and 9 and this Article 21), Tenant shall have a license (the “License”), at no additional charge to Tenant, to install, operate, maintain and use, during the Lease Term: (a) non- revenue producing solar panels and satellite or wireless communications equipment to serve Tenant’s business in the Premises (collectively, “Rooftop Equipment”) on the roof of the Building, in a specific location reasonably designated by Landlord (the “License Area”); and (b) connections for the Rooftop Equipment for (i) electrical wiring to the Building’s existing electrical supply and (ii) cable or similar connection necessary to connect the Rooftop Equipment with Tenant’s related equipment located in the Premises. The routes or paths for such wiring and connections shall be through the Building’s existing risers, conduits and shafts, subject to reasonable space limitations and Landlord’s reasonable requirements for use of such areas, and in all events subject to Landlord’s reasonable approval of plans and installation pursuant to other provisions of this Lease, including Article 6 (such routes or paths are collectively referred to as the “Cable Path” and all such electrical and other connections are referred to, collectively, as the “Connections”). The Rooftop Equipment and Connections are collectively referred to as the “Equipment.” All costs associated with the design, fabrication, engineering, permitting, installation, screening, maintenance, repair and removal of the Rooftop Equipment shall be borne solely by Tenant.

21.2 Interference. Without limiting the generality of any other provision hereof, Tenant shall install, maintain and operate the Equipment in a manner so as to not cause any electrical, electromagnetic, radio frequency or other material interference with the use

and operation of any: (a) television or radio equipment in or about the Project; (b) transmitting, receiving or master television, telecommunications or microwave antennae equipment currently or hereafter located in any portion of the Project; or (c) radio communication system now or hereafter used or desired to be used by Landlord or any current licensee or tenant of Landlord (and, to the extent commercially reasonable, any future licensee or tenant of Landlord, but only provided that the same does not impair the functionality of Tenant’s Equipment). Upon notice of any such interference, Tenant shall immediately cooperate with Landlord to identify the source of the interference and shall, within twenty-four (24) hours, if requested by Landlord, cease all operations of the Equipment (except for intermittent testing as approved by Landlord, which approval shall not be unreasonably withheld) until the interference has been corrected to the reasonable satisfaction of Landlord, unless Tenant reasonably establishes prior to the expiration of such twenty-four (24) hour period that the interference is not caused by the Equipment, in which case Tenant may operate its Equipment pursuant to the terms of this Lease. Tenant shall be responsible for all costs associated with any tests deemed reasonably necessary to resolve any and all interference as set forth in this Paragraph. If any such interference caused by Tenant has not been corrected within ten (10) days after notice to Tenant, Landlord may (i) require Tenant to remove the specific Equipment causing such interference, or (ii) eliminate the interference at Tenant’s expense. If the equipment of any other party causes interference with the Equipment, Tenant shall reasonably cooperate with such other party to resolve such interference in a mutually acceptable manner.

21.3 Roof Repairs. If Landlord desires to perform roof repairs and/or roof replacements to the Building (the “Roof Repairs”), Landlord shall give Tenant at least ten (10) Business Days’ prior written notice of the date Landlord intends to commence such Roof Repairs (except in the event of an Emergency, in which event Landlord shall furnish Tenant with reasonable notice in light of the circumstances), along with a description of the work scheduled to be performed, where it is scheduled to be performed on the roof, and an estimate of the time frame required for that performance. Tenant shall, within ten (10) Business Days following receipt of such notice, undertake such measures as it deems suitable to protect the Equipment from interference by Landlord, its agents, contractors or employees, in the course of any Roof Repairs.

21.4 Rules and Regulations. Without limiting the applicable provisions of this Lease, Tenant’s use of the roof of the Building for the installation, operation, maintenance and use of the Equipment shall be subject to the terms and conditions contained in the Rooftop Work Rules and Regulations attached hereto as Exhibit J.

21.5 Rights Personal to Original Tenant. Tenant’s rights under this Article 21 are personal to the Original Tenant (and its Permitted Assignee), and shall not be transferable or assignable, whether voluntarily or involuntarily, whether by operation of law or otherwise, either in connection with an assignment of this Lease (other than to a Permitted Assignee) or a sublease of all or part of the Premises. Any purported transfer of any license hereunder (other than to a Permitted Assignee) shall be void and a material default under this Lease. If Tenant subleases the Premises, Tenant may allow such Transferee to connect to and use Tenant’s existing Rooftop Equipment so long as such Transferee does not access the roof in order to do so. If a Transferee of Tenant’s requires additional Rooftop Equipment for its operations, Landlord shall not unreasonably withholds its consent to the installation of the Rooftop Equipment by such Transferee so long as (a) the Rooftop Equipment required by the Transferee together with all other Rooftop Equipment installed by Tenant are located within the License Area and will not exceed the roof load limitations, (b) there is sufficient Cable Path for the Connections required for the Transferee’s Rooftop Equipment, and (c) Tenant and Transferee comply with all other provisions of this Article 21 and the Rooftop Work Rules and Regulations.

ARTICLE 22

FITNESS FACILITY

22.1 Construction and Use. Subject to the terms and conditions of this Article 22 and the Work Letter, Tenant may include a fitness or gym facilities (a “Fitness Facility”) in the Premises. The location of the Fitness Facility within the Premises shall be determined by Tenant subject to Landlord’s reasonable approval and any limitations set forth under Applicable Laws and the permits and approvals obtained by Tenant for the Fitness Facility. The Fitness Facility shall be available for use solely by Tenant’s employees and guests, and in no event shall it be open to the public. Tenant, at Tenant’s expense, shall obtain and maintain all governmental permits and licenses necessary to operate the Fitness Facility and shall comply with all Applicable Laws relating to the maintenance, operation and use thereof and such reasonable rules and regulations as may be promulgated from time to time by Landlord.

22.2 Operation. Tenant acknowledges that, in the absence of adequate preventive measures, the Fitness Facility could create unreasonable noise and other conditions that would cause annoyance to and disruption of the other tenants and occupants of the Project. Accordingly, as a material inducement to Landlord to enter into this Lease, Tenant agrees as follows:

22.2.1 Tenant shall furnish, install and maintain sound proofing and vibration mitigation improvements reasonably approved by Landlord and in compliance with Applicable Law and provide for such other fixtures, equipment or systems necessary to prevent any unreasonable noise from emanating outside the Premises from the Fitness Facility.

22.2.2 If, in the reasonable opinion of Landlord, unreasonable noises are escaping from the Fitness Facility into the Project or Outside Areas, Landlord shall promptly notify Tenant and Tenant shall use diligent efforts to cure such situation. If such objectionable noises continue to escape from the Fitness Facility into the Project or Outside Areas after notice from Landlord, then Tenant shall have thirty (30) days to commence to cure such situation and thereafter shall diligently prosecute such cure to completion. Notwithstanding anything to the contrary set forth herein, Tenant may at any time, cease operating the Fitness Facility, and subject to the provisions of Article 6, remove the improvements in the Fitness Facility and install improvements customary for general office use in the former Fitness Facility.

22.3 Restoration. Prior to the expiration or upon earlier termination of this Lease, Tenant, at Tenant’s expense, shall remove all sound proofing improvements and other specialized improvements and installations, if any, elating to construction of the Fitness Facility, as well as all Tenant Improvements and Alterations constructed in the Fitness Facility pursuant to the Work Letter and during the Term, and shall restore the Premises to the condition existing prior to the installation of such improvements (“Fitness Facility Restoration Work”). If any part of the Fitness Facility is included in the initial Tenant Improvements and to the extent depicted on the Space Plan, the provisions of Section 9 of the Work Letter rather than this Section 22.3 shall govern as to the restoration obligation for such improvements.

ARTICLE 23

RESERVED

ARTICLE 24

GENERAL

24.1 No Joint Venture. This Lease does not create any partnership or joint venture or similar relationship between Landlord and Tenant.

24.2 Successors and Assigns. Subject to the provisions of Article 7 regarding assignment, all of the provisions, terms, covenants and conditions contained in this Lease shall bind, and inure to the benefit of, the parties and their respective successors and assigns.

24.3 Construction and Interpretation. The words “Landlord” and “Tenant” include the plural as well as the singular. If there is more than one person comprising Tenant, the obligations under this Lease imposed on Tenant are joint and several. The captions preceding the Articles, Sections and subsections of this Lease are inserted solely for convenience of reference and shall have no effect upon, and shall be disregarded in connection with, the construction and interpretation of this Lease. All provisions of this Lease have been negotiated at arm’s length between the parties and after advice by counsel and other representatives chosen by each party and the parties are fully informed with respect thereto. Therefore, this Lease shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof, or by reason of the status of the parties as Landlord or Tenant, and the provisions of this Lease and the Exhibits hereto shall be construed as a whole according to their common meaning in order to effectuate the intent of the parties under the terms of this Lease.

24.4 Severability. If any provision of this Lease, or the application thereof to any person or circumstance, is determined to be illegal, invalid or unenforceable, the remainder of this Lease, or its application to persons or circumstances other than those as to which it is illegal, invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect, unless enforcement of this Lease as so invalidated would be unreasonable or grossly inequitable under the circumstances, or would frustrate the purposes of this Lease.

24.5 Entire Agreement. This Lease and the Exhibits hereto identified in the Basic Lease Information contain all the representations and the entire agreement between the parties with respect to the subject matter hereof and any prior negotiations, correspondence, memoranda, agreements, representations or warranties are replaced in total by this Lease and the Exhibits hereto. Neither Landlord nor Landlord’s employees, agents, contractors, licensees, invitees, representatives, officers, directors, shareholders, partners, and members have made any warranties or representations with respect to the Premises or any other portion of the Project, except as expressly set forth in this Lease.

24.6 Governing Law. This Lease shall be governed by and construed pursuant to the laws of the State of California.

24.7 Costs and Expenses.

24.7.1 If either party hereto fails to perform any of its obligations under this Lease or if any dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this Lease, then the party failing to so perform or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party on account of

such failure and/or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements. Any such attorneys’ fees and other expenses incurred by either party in enforcing a judgment in its favor under this Lease shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Lease and to survive and not be merged into any such judgment.

24.7.2 Without limiting the generality of Section 22.7.1 above, if Landlord utilizes the services of an attorney for the purpose of collecting any Rent due and unpaid by Tenant or in connection with Tenant’s failure to perform any of its obligations hereunder, Tenant agrees to pay Landlord actual attorneys’ fees as determined by Landlord for such services, regardless of the fact that no legal action may be commenced or filed by Landlord (provided that Tenant shall have no such obligation to pay if Tenant is the prevailing party with respect to the issue of whether there was a default by Tenant). In addition, Tenant also shall pay all reasonable attorneys’ fees and costs and other fees and costs that Landlord incurs in enforcing, defending, or otherwise protecting Landlord’s rights under this Lease in any voluntary or involuntary bankruptcy case, assignment for the benefit of creditors, receivership action, or other insolvency, liquidation, or reorganization proceeding involving Tenant and/or this Lease.

24.7.3 Whenever Tenant provides notice to Landlord, requests Landlord’s consent under this Lease, or submits documents to Landlord for Landlord’s review, including, without limitation, under Article 6 hereof, Tenant shall pay to Landlord all reasonable out of pocket costs and expenses, including attorneys’ fees and disbursements, incurred by Landlord in connection therewith.

24.8 Standards of Performance and Approvals. Unless otherwise provided in this Lease, whenever approval, consent or satisfaction (collectively, an “approval”) is required of a party pursuant to this Lease or an Exhibit hereto, such approval shall not be unreasonably withheld, conditioned or delayed. Unless provision is made for a specific time period, approval (or disapproval) shall be given within thirty (30) days after receipt of the request for approval. The parties have set forth in this Lease their entire understanding with respect to the terms, covenants, conditions and standards pursuant to which their obligations are to be judged and their performance measured, including the provisions of Article 7 with respect to assignments and sublettings.

24.9 Brokers. Landlord shall pay Landlord’s Broker a commission in connection with Landlord’s Broker’s negotiation of this Lease pursuant to a separate written agreement. Other than such Landlord’s Brokers and Tenant’s Brokers, Landlord and Tenant each represent and warrant to the other that no broker, agent, or finder has procured, or was involved in the negotiation of, this Lease and no such broker, agent or finder is or may be entitled to a fee, commission or other compensation in connection with this Lease. Landlord and Tenant shall each indemnify, defend, protect and hold the other harmless from and against Claims that may be asserted against the indemnified party in breach of the foregoing warranty and representation.

24.10 Quiet Enjoyment. Upon paying the Rent and performing all its obligations under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities claiming by or through Landlord, subject, however, to the provisions of this Lease and any Encumbrances.

24.11 Force Majeure. Notwithstanding anything contained in this Lease to the contrary, if Landlord is unable to perform or delayed in performing any of its obligations under this Lease on account of strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels, energy or reasonable substitutes therefor, governmental restrictions, regulations, controls, actions or inaction, civil commotion, fire or other acts of God, national emergency, acts of war or terrorism or any other cause of any kind beyond the reasonable control of Landlord (except financial inability) (collectively, “Force Majeure”), such party shall not be in default under this Lease provided that Force Majeure shall not apply to Tenant’s obligation to pay money, and no Force Majeure event shall constitute a constructive or actual eviction of Tenant nor entitle Tenant to terminate this Lease or receive any abatement of Rent.

24.12 Name of Building; Address. Landlord shall have the right at any time and from time to time to select the name of the Project, any Project Building or the Building and to make a change or changes to the name(s). Landlord shall have the right to install, affix and maintain any and all signs on the exterior and on the interior of the Project and/or the Building as Landlord may desire in Landlord’s sole discretion. So long as Tenant occupies any portion of the Building, Landlord agrees that it shall not include within the name of the Building or the name of the Project the name of any one of the competitors of Tenant identified on Exhibit K. Landlord agrees that it will comply with the foregoing restriction regarding naming of the Building or Project as to such competitors provided that (a) with respect to the name of the Project, any such competitor is not a tenant or subtenant of any portion of the Project as of the Lease Date; (b) with respect to the name of the Building, any such competitor is not a tenant or subtenant of the Building; (c) Landlord is not restricted from using certain common words within a name of the competitor (such as Grid, Harvard, or Net), (d) the foregoing restriction shall apply to the competitors listed on Exhibit K only and will not apply to any successors, assigns, subsidiaries, partners, affiliates or any acquiring company of such competitors. If Landlord transfers ownership of any Project Building, Landlord shall cause any transferee of such Project Building to be bound by the restrictions of this Section 23.14 with respect to the naming of the Project so long as Original Tenant occupies one hundred percent (100%) of the rentable square feet of the Premises. For the sake of clarity, nothing in this Section 23.12 restricts the naming of or signage on any Project Building other than the Building.

24.13 Survival of Obligations. The waivers of claims or rights, the releases and the obligations under this Lease to indemnify, protect, defend and hold harmless Landlord and other Indemnitees shall survive the expiration or earlier termination of this Lease, and so shall all other obligations or agreements hereunder which by their terms or nature survive the expiration or earlier termination of this Lease.

24.14 Time of the Essence. Time is of the essence of this Lease and of the performance of each of the provisions contained in this Lease.

24.15 WAIVER OF TRIAL BY JURY. IN GRAFTON PARTNERS L.P. v. SUPERIOR COURT, 36 CAL.4TH 944 (2005), THE CALIFORNIA SUPREME COURT RULED THAT CONTRACTUAL, PRE-DISPUTE JURY TRIAL WAIVERS ARE UNENFORCEABLE. THE PARTIES, HOWEVER, ANTICIPATE THAT THE CALIFORNIA LEGISLATURE WILL ENACT LEGISLATION TO PERMIT SUCH WAIVERS IN CERTAIN CASES. IN ANTICIPATION OF SUCH LEGISLATION, LANDLORD AND TENANT HEREBY WAIVE, AS OF THE EFFECTIVE DATE OF SUCH LEGISLATION AND TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY REMEDY.

24.16 Consent to Venue. Tenant hereby waives any objection to venue in the County of Santa Xxxxx, and agrees and consents to the personal jurisdiction of the courts of the State of California with respect to any action or proceeding (a) brought by Landlord, Tenant or any other party, relating to (A) this Lease and/or any understandings or prior dealings between the parties hereto, or (B) the Premises, the Project, or any part thereof, or (b) to which Landlord is a party.

24.17 Financial Statements. Within ten (10) Business Days after Landlord’s request (but no more often than once each year), Tenant shall deliver to Landlord (and any prospective purchaser or Encumbrancer of the Building) the then current financial statements of Tenant (including a balance sheet and profit and loss statement for the most recent prior fiscal year for which annual statements are available and financial statements for interim periods following the end of the last fiscal year for which annual statements are available), together with a certificate of Tenant’s auditor (or if audited financial statements are not available, then a certificate of Tenant’s Chief Financial Officer) to the effect that such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial condition and operations of Tenant for, and as of the end of, such fiscal year, provided that any such recipient agrees to treat such information as confidential and protect such information with at least the same degree of care recipient uses to protect its own confidential information of like importance. In addition, within ten (10) days after Landlord’s request, Tenant shall provide Landlord (and any prospective purchaser or mortgagee of the Building) with such other information as Landlord reasonably deems necessary to evaluate Tenant’s financial condition. Notwithstanding the foregoing provisions of this Section 22.17, this Section 22.17 shall have no application so long as shares of Tenant’s securities are publicly traded on a national stock exchange in the United States.

24.18 Modification of Lease. This Lease may be modified or amended only by an agreement in writing signed by both parties. Should any Encumbrancer require a modification of this Lease, or should Landlord be advised by counsel that any part of the payments by Tenant to Landlord under this Lease may be characterized as unrelated business income under the United States Internal Revenue Code and its regulations, then and in either such event, Tenant agrees that this Lease may be modified as requested by the Encumbrancer or as may be required to avoid such characterization as unrelated business income, as the case may be, and agrees to execute whatever documents are reasonably required therefor and to deliver the same to Landlord within ten (10) Business Days following a request therefor; provided, however, that any such modification shall not increase any expense payable by Tenant hereunder or in any other way materially and adversely change the rights and obligations of Tenant hereunder.

24.19 No Option. The submission of this Lease to Tenant for review or execution does not create an option or constitute an offer to Tenant to lease the Premises on the terms and conditions contained herein, and this Lease shall not become effective unless and until it has been executed and delivered by both Landlord and Tenant.

24.20 Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and Tenant hereby expressly waives the benefit of any statute to the contrary and, except as provided in Section 12.8.2, agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

24.21 Compliance with Anti-Terrorism Law. Tenant represents to Landlord that Tenant is not in violation of any Anti-Terrorism Law, and that Tenant is not, as of the date hereof (a) conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any

Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in, any Anti-Terrorism Law. In addition, Tenant represents that neither Tenant nor any of its affiliates, officers, directors, shareholders, members or lease guarantor, as applicable, is a Prohibited Person. If at any time any of the foregoing representations becomes false, it shall be considered a material Event of Default under this Lease.

24.22 Rent Not Based on Income. No Rent or other payment in respect of the Premises shall be based in any way upon net income or profits from the Premises. Tenant may not enter into or permit any sublease or license or other agreement in connection with the Premises which provides for a rental or other payment based on net income or profit.

24.23 Waiver. Failure by Landlord to declare an Event of Default upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such Event of Default, but Landlord shall have the right to declare such Event of Default at any time after its occurrence. To be effective, a waiver of any provision of this Lease, or any default, shall be in writing and signed by the waiving party. Any waiver hereunder shall not be deemed a waiver of subsequent performance of any such provision or subsequent defaults. The subsequent acceptance of Rent hereunder, or endorsement of any check by Landlord, shall not be deemed to constitute an accord and satisfaction or a waiver of any preceding Event of Default, except as to the particular Rent so accepted, regardless of Landlord’s knowledge of the preceding Event of Default at the time of acceptance of the Rent. No course of conduct between Landlord and Tenant, and no acceptance of the keys to or possession of the Premises by Landlord before the Expiration Date, shall constitute a waiver of any provision of this Lease or of any Event of Default, or operate as a surrender of this Lease.

24.24 Tenant’s Authority. Tenant, and each of the persons executing this Lease on behalf of Tenant, represent and warrant that (a) Tenant is a duly formed, authorized and existing corporation, limited liability company, partnership, trust, or other form of entity (as the case may be), (b) Tenant is qualified to do business in California, (c) Tenant has the full right and authority to enter into this Lease and to perform all of Tenant’s obligations hereunder, and (d) each person signing on behalf of Tenant is authorized to do so. Tenant shall deliver to Landlord, concurrent with the execution of this Lease, such certificates, resolutions, or other written assurances authorizing Tenant’s execution and delivery of this Lease. Landlord, and each of the persons executing this Lease on behalf of Landlord, represent and warrant that (a) Landlord is a duly formed, authorized and existing corporation, limited liability company, partnership, trust, or other form of entity (as the case may be), (b) Landlord is qualified to do business in California, (c) Landlord has the full right and authority to enter into this Lease and to perform all of Landlord’s obligations hereunder, and (d) each person signing on behalf of Landlord is authorized to do so.

24.25 Accessibility Disclosure. To Landlord’s actual knowledge, the Premises have not undergone inspection by a Certified Access Specialist (CASp), as defined in Section 55.52 of the California Civil Code. The foregoing statement is included in this Lease solely for the purpose of complying with California Civil Code Section 1938 and shall not in any manner affect Landlord’s and Tenant’s respective responsibilities for compliance with construction-related accessibility standards as provided in this Lease.

24.26 Counterparts. This Lease may be executed in counterpart. All such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[Signatures follow on next page]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Lease Date set forth in the Basic Lease Information.

LANDLORD:

XX XXXXXX SV LLC,

a Delaware limited liability company

By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Title:	Managing Director / Authorized signatory

Date:	October 23	,2015

TENANT:

SILVER SPRING NETWORKS, INC.,

a Delaware corporation

By:		/s/ Xxxxxxx X Xxxx
Name:		XXXXXXX X XXXX
Title:		CEO PRESIDENT

By:
Name:
Title:

Date:	October	, 2015

EXHIBIT A

SITE PLAN

[one page attached]

EXHIBIT A

EXHIBIT B

FLOOR PLAN OF THE PREMISES

[see attached]

EXHIBIT B

EXHIBIT C

CONFIRMATION

THIS CONFIRMATION is made this day of , 2016, between XX XXXXXX SV LLC, a Delaware limited liability company (“Landlord”), and SILVER SPRING NETWORKS, INC., a Delaware corporation (“Tenant”).

RECITALS

WHEREAS, by Lease Agreement, dated October 23, 2015, between the parties hereto (the “Lease”), Landlord leased to Tenant and Tenant leased from Landlord for the Term and upon the terms and conditions set forth therein that certain premises containing approximately 95,484 square feet of rentable area, shown on Exhibit B to the Lease, and located on the Project shown on Exhibit A to the Lease, and commonly known as 000 Xxxx Xxxxxx Xxxxx.

WHEREAS, the parties hereto wish to confirm and memorialize the Delivery Date, the Lease Commencement Date, the Base Rent Commencement Date and the Expiration Date of the Term.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. All terms used herein, as indicated by the initial capitalization thereof, shall have the same respective meanings designated for such terms in the Lease.

2. The Delivery Date of the Lease occurred on , 20 .

3. The Term of the Lease commenced upon the Lease Commencement Date, which for all purposes under the Lease shall be deemed to be , .

4. The obligation to pay Base Monthly Rent commenced upon the Base Rent Commencement Date, which for all purposes under the Lease shall be deemed to be , .

5. The Expiration Date of the Lease shall be , 20 , unless sooner terminated as provided in the Lease.

6. Any work required to be performed by Landlord under the Lease has been completed in the manner required thereunder as of the Delivery Date.

[signatures on following page]

EXHIBIT C – Page 1

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

LANDLORD:

XX XXXXXX SV LLC,

a Delaware limited liability company

By:
Name:
Title:

Date: , 2016

TENANT:

SILVER SPRING NETWORKS, INC.,

a Delaware corporation

By:
Name:
Title:

By:
Name:
Title:

Date: , 2016

EXHIBIT C – Page 2

EXHIBIT D

WORK LETTER

This Work Letter (this “Work Letter”) is attached to and forms a part of the Lease Agreement dated October 23, 2015 (the “Lease”), by and between XX Xxxxxx SV LLC, a Delaware limited liability company (“Landlord”), and Silver Spring Networks, Inc., a Delaware corporation (“Tenant”), pertaining to certain premises located at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx. Except where clearly inconsistent or inapplicable, the provisions of the Lease are incorporated into this Work Letter, and capitalized terms used without being defined in this Work Letter shall have the meanings given them in the Lease.

The purpose of this Work Letter is to set forth the respective responsibilities of Landlord and Tenant with respect to the design and construction of all alterations, additions and improvements that Tenant may deem necessary or appropriate to prepare the Premises for occupancy by Tenant under the Lease. Such alterations, additions and improvements to the Premises are referred to in this Work Letter as the “Tenant Improvements,” and the work of constructing the Tenant Improvements is referred to as the “Tenant Improvement Work.”

Landlord and Tenant agree as follows:

2. General.

2.1 Tenant is solely responsible for designing the Tenant Improvements and performing the Tenant Improvement Work (subject to Landlord’s rights of review and approval set forth in this Work Letter).

2.2 Landlord’s sole interest in reviewing and approving the Construction Drawings (as hereinafter defined) for any of the Tenant Improvements is to protect the Building and Landlord’s interests, and no such review or approval by Landlord shall be deemed to create any liability of any kind on the part of Landlord, or constitute a representation on the part of Landlord or any person consulted by Landlord in connection with such review and approval that the Space Plans or Final Working Drawings are correct or accurate, or are in compliance with any Applicable Laws.

2.3 Landlord shall contribute (subject to the terms and conditions set forth in this Work Letter) the amount specified in Section 5.1 below as the Construction Allowance toward the costs of performing the Tenant Improvement Work.

2.4 Tenant shall be responsible for all costs of designing the Tenant Improvements for the Premises and all costs for performing the Tenant Improvement Work to the extent such costs of design and performance, in the aggregate, exceed the Construction Allowance.

2.5 The “Date of TI Substantial Completion” with respect to the Tenant Improvements shall mean the date on which such Tenant Improvements are substantially complete, except for finishing details, decorative items, minor omissions, mechanical adjustments, and similar items of the type customarily found in an architectural punchlist, and Tenant may legally occupy the Premises.

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LEASE AGREEMENT