NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, thesufficiency of which is hereby acknowledged, the parties hereto amend, modify and supplement theAmended Lease as follows:1. Base Monthly Rent. Commencing July 1, 2010 and ending on the Original PremisesExpiration Date (as defined in Section 8 below), Section K of the Summary of Basic LeaseTerms incorporated in the Original Lease, as amended by the First Amendment, is amended to providefor the Base Monthly Rent with respect to the Original Premises only as follows:Notwithstanding anything to the contrary contained in the Amended Lease, the Base Monthly Rentfor the period from July 1, 2010 through and including the Original Premises Expiration Date (asdefined in Section 8 below) shall be $31,191.00. Any Base Monthly Rent paid from July 1,2010 through the date of the execution of this Second Amendment which is in excess of $31,191.00shall be credited against payments of Base Monthly Rent next coming due under the Lease until suchamounts have been fully credited.2. Lease of New Premises.(a) Effective as of the New Premises Commencement Date referred to in Section 4 below,Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, certain premises,consisting of approximately fifty-two thousand one hundred sixty-four (52,164) square feet of grossleasable area, as more particularly shown on the floor plan attached hereto as Exhibit A(“New Premises”). The New Premises is located in that certain building, consisting of approximatelyeighty-three thousand one hundred seventy (83,170) square feet of gross leasable area, having astreet address of 2540 and 2560 Junction Avenue, San Jose, California (the “New Building”), andidentified as Building B on the site plan attached as Exhibit A to the Original Lease. The NewPremises is sometimes referred to as 2560 Junction Avenue, San Jose, California. Prior to theSecond Amendment Effective Date, Tenant verified to its satisfaction the actual gross leasable areaof the New Premises and the New Building. Landlord and Tenant have agreed to use the squarefootage numbers set forth in this Second Amendment for the New Premises and the New Building as thebasis for calculating New Premises Base Rent (as described in Section 5 below) and theTenant’s Share (as described in Section 6 below) with respect to Tenant’s lease of the NewPremises. The New Premises Base Rent and Additional Rent payable under the Amended Lease, asamended by this Second Amendment, with respect to Tenant’s lease of the New Premises shall not besubject to revision in the event the actual gross leasable area of the New Premises or the NewBuilding as of the New Premises Commencement Date is more or less that the numbers used as thebasis for calculation of New Premises Base Rent or Tenant’s Share, except as expressly provided inSection 6 below, and in no event shall Landlord be subject to liability as the resultthereof. Except as expressly provided in this Second Amendment or to the extent in conflict withor inconsistent with the terms and conditions of this Second Amendment, the lease of the NewPremises shall be subject to all of the terms and conditions contained in the Original Lease.
 
2

 
(b) Early Entry. Immediately following the full execution of this Second Amendment,Tenant and its approved vendors and/or contractors shall have the right to enter the New Premises(i) to move Tenant’s furniture, furnishings, equipment and inventory in the New Premises, and (ii)to install Tenant’s telephone and telecommunication wiring and cabling in the New Premises (andperform the New Premises TIs, subject to Tenant’s compliance with the terms of the Section3(i)8.(i) below and the last sentence of Section 3(i)1. below), provided that such entry orperformance of work shall not delay the completion of any work required to be performed by Landlordto place the New Premises in the condition required by the first sentence of Section 3(a)below. Any entry into the New Premises by Tenant, its agents, employees, vendors and/orcontractors prior to the New Premises Commencement Date shall be at the sole risk of Tenant, andTenant hereby releases Landlord, its agents, contractors, subcontractors and employees, from anyand all liability, cost, damage, lien, action, cause of action, judgment, expense, and claim forinjury (including bodily injury, death, or property damage) incurred or suffered by Tenant in orabout the New Premises during the performance of any work in the New Premises by Landlord or itscontractors or subcontractors prior to the New Premises Commencement Date in order to place the NewPremises in the condition required by the first sentence of Section 3(a) below (except tothe extent caused by Landlord’s gross negligence or willful misconduct). If Tenant or any of itsagents, employees, vendors or contractors enter the New Premises prior to the New PremisesCommencement Date as provided above, then such entry shall be upon all the terms and conditions ofthe Amended Lease, as amended by this Second Amendment (including, without limitation, Tenant’sobligations regarding indemnity and insurance), except that Tenant shall not be obligated to payNew Premises Base Rent prior to the New Premises Commencement Date and shall not be obligated topay Tenant’s Share of Common Operating Expenses with respect to the New Premises only prior to theNew Premises Commencement Date. If Tenant or any of its agents, employees, vendors or contractorsintend to enter the New Premises prior to the New Premises Commencement Date, Tenant shall provide(and cause its vendors and contractors to provide) Landlord with insurance certificates evidencingthat required insurance is being maintained. The preceding to the contrary notwithstanding, if anywork or other activities in the New Premises by Tenant or any of its agents, employees, vendors,contractors or other representatives prior to the New Commencement Date would delay the completionof the work to be performed by Landlord in order to place the New Premises in the conditionrequired by the terms of the first sentence of Section 3(a) below, Tenant shall, uponLandlord’s request, cease, or cause to be ceased, such work or activities, as the case may be,until such time that Tenant may resume its work or activities without so interfering withLandlord’s or its contractors’ or subcontractors’ completion of the work required to be performedby Landlord to place the New Premises in the condition required by the terms of the first sentenceof Section 3(a) below.3. Condition of New Premises.(a) Within ten (10) days following the full execution of this Second Amendment (the “TargetDelivery Date”), Landlord shall deliver the possession of New Premises to Tenant in its “as is,where is” condition, and with all faults, except that Landlord shall cause all building systemsserving the New Premises, including, without limitation, the plumbing, electrical, heating,ventilation and air conditioning systems serving the New Premises, to be in good working order andcondition as of the date possession of the New Premises is delivered to Tenant. Except withrespect to latent defects, by taking possession of the New Premises on the date the
 
3

 
New Premises is actually delivered to Tenant (the “Actual DeliveryDate”), Tenant shall be deemed to have accepted the New Premises as being in the condition requiredby the terms of the immediately preceding sentence and to have accepted the New Premises in itscondition existing as of the date Tenant takes possession of the New Premises, subject to allapplicable laws, covenants, conditions, restrictions, easements and other matters of public recordand the rules and regulations from time to time promulgated by Landlord governing the use of theNew Premises. Tenant acknowledges that (a) it has conducted, or had the opportunity to conduct,all investigations, tests and studies concerning the New Premises that Tenant deems appropriate andmaterial to its decision to lease the New Premises, and (b) that it accepts the New Premises in its“as is, where is” condition as of the date Tenant takes possession of the New Premises (subject tolatent defects (if any), Landlord satisfying its obligations under the first sentence of thisSection 3(a) above and Landlord’s representations contained in this Section 3(a)).Tenant acknowledges that neither Landlord nor any of Landlord’s agents, employees, contractors,brokers or other representatives has made any representation or warranty as to the suitability ofthe New Premises for the conduct of Tenant’s business, the condition of the New Premises (except asotherwise provided in the first sentence of this Section 3(a) or elsewhere in thisSection 3), or the use or occupancy which may be made thereof and Tenant has independentlyinvestigated and is satisfied that the New Premises is suitable for Tenant’s intended use and thatthe New Premises meets all governmental requirements for such intended use. Tenant does herebywaive and disclaim any objection to, cause of action based upon, or claim that its obligationshereunder should be reduced or limited because of the size or condition of the New Premises or theNew Building or the suitability of same for Tenant’s purposes, subject to latent defects (if any),Landlord’s express obligations set forth in the first sentence of this Section and Landlord’srepresentations contained in this Section 3. Tenant acknowledges and agrees that Landlordshall not be obligated to construct or install any tenant improvements in the New Premises (butLandlord shall be required to undertake such work, if any, as may be required to deliver the NewPremises to Tenant in the condition required by the terms of the first sentence of this Section3(a)) or to provide Tenant with any tenant improvement allowance with respect to the NewPremises except as otherwise provided in Section 3(i) below. In connection with Tenant’slease of the New Premises, Landlord shall have no obligation to perform any work described inParagraph 2.2 of the Original Lease or in the Work Letter for Tenant Improvements attached asExhibit B to the Original Lease, as such Paragraph 2.2 and Exhibit B to the Original Lease shallnot apply to Tenant’s lease of the New Premises.(b) Landlord warrants that, as of the date Landlord delivers possession of the New Premises toTenant, the New Premises shall be in broom clean and all building systems serving the New Premisesshall be in good working order and condition, and the New Premises shall, at Landlord’s sole cost,be separately demised and separately metered for electricity (but not water) (the “DeliveryCondition”). If any non-compliance with such warranty set forth in the immediately precedingsentence exists as of the date possession of the New Premises is delivered to Tenant, then Landlordshall, as Tenant’s sole remedy for such non-compliance, promptly after receipt of written noticefrom Tenant setting forth the nature of such non-compliance, cure or remedy the same at Landlord’ssole cost; provided, however, if Tenant does not give Landlord written notice of suchnon-compliance with such warranty on or before the date thirty (30) days following the execution ofthis Second Amendment by Landlord and Tenant, then such warranty shall be deemed to have expiredand shall be of no further force or effect.
 
4

 
(c) Landlord further warrants to Tenant that, as of the date of execution of this FirstAmendment, Landlord has not received any written notice from any governmental entity or agency ofany uncured violation of any laws, statutes, ordinances, rules or regulations with respect to theNew Premises. If Landlord is in breach or default of the warranty set forth in the immediatelypreceding sentence, then Landlord shall, as Tenant’s sole remedy for such breach or default, exceptas otherwise provide in Section 3(f) below, promptly after receipt of written notice fromTenant setting forth the nature of such breach or default, cure or remedy the same at Landlord’ssole cost.(d) Furthermore, throughout the New Premises Lease Term, Landlord shall, subject to the termsof Paragraph 6.3 of the Original Lease and unless otherwise required by any law, ordinance, rule orregulation, continue to maintain the aesthetic elements of the Project (or such applicable portionof the Project owned by Landlord), such as fountains located thereon, in substantially the samecondition as exists as of the Effective Date hereof, ordinary wear and tear, casualty andcondemnation excepted.(e) Tenant’s and its agents’, employees’, vendors’, contractors’ and subcontractors’ useand/or occupancy of the Premises prior to the New Premises Commencement Date shall be upon all theterms and conditions of the Amended Lease, as amended by this Second Amendment (including, withoutlimitation, Tenant’s obligations regarding indemnity and insurance), except that Tenant shall notbe obligated to pay New Premises Base Rent prior to the New Premises Commencement Date and shallnot be obligated to pay Tenant’s Share of Common Operating Expenses with respect to the NewPremises prior to the New Premises Commencement Date.(f) Notwithstanding anything to the contrary contained herein or in the Amended Leaseincluding, without limitation, Section 5.3 of the Original Lease, if (1) (A) any violation(s) ofapplicable Law with respect to the New Premises exists as of the Actual Delivery Date, (B) anyviolation(s) of applicable Law (or code compliance requirement) with respect to the New Premises(excluding therefrom the New Premises TIs and any other alterations, additions or improvementsconstructed in the New Premises by or on behalf of Tenant) is triggered or caused by theconstruction of the New Premises TIs and/or any other alterations, additions or improvementsconstructed in the New Premises by or on behalf of Tenant during the period commencing on theActual Delivery Date and ending on the date six (6) months following the New Premises TermCommencement Date (the “Compliance Period”) and/or (C) any violation(s) of applicable Law (or codecompliance requirement) with respect to the New Premises (excluding therefrom the New Premises TIsand any other alterations, additions or improvements constructed in the New Premises by or onbehalf of Tenant) is triggered or caused by Tenant’s application(s) for any permit or governmentalapproval made during the Compliance Period in connection with the New Premises TIs or any otheralterations, additions or improvements to be undertaken by or on behalf of Tenant in the NewPremises), and (2) at any time during the period commencing on the date this SecondAmendment is fully executed and ending on the expiration of the Compliance Period, any applicablegovernmental authority or agency (A) requires that such violation be cured or remedied or codecompliance work undertaken with respect thereto, (B) will not permit Tenant to occupy any portionof the New Premises until such violation is cured or remedied or code compliance work undertakenwith respect thereto or (C) refuses to
 
5

 
issueany permit or governmental approval to Tenant in connection with the construction of the New Premises TIs or any other alterations, additionsor improvements to be undertaken by or on behalf of Tenant in the New Premises until such violationis cured or remedied or code compliance work undertaken with respect thereto, then Tenant agrees toperform, or cause to be performed, such work required to cure such violation(s) or compliance workor to allow Tenant to obtain such applicable permit or governmental approval or occupancy of theNew Premises as provided above within the time period(s) required by such governmental authority oragency and in a good and workmanlike and lien-free manner and such work shall be subject to theterms and conditions of the Amended Lease, as amended hereby (including, without limitation,Paragraphs 5.2, 5.3 and 5.5 of the Original Lease). The costs incurred by Tenant in performing,or causing to be performed, the work described in the immediately preceding sentence shall be borneas follows: (X) Tenant shall bear the first Eighty-one Thousand Dollars ($81,000) of such costs(“Tenant’s Maximum Contribution”); provided, however, (i) Tenant shall be responsible for 100% ofsuch costs if the improvements, alterations, additions or changes are required due to Tenant’s useof the New Premises not permitted or in a manner not permitted under the Amended Lease, as modifiedby this Second Amendment, or due to any breach of the Amended Lease, as amended hereby, by Tenant,and (ii) if it is determined that Landlord breached its warranty set forth in Section 3(c) above,then the provisions of the second sentence of Section 3(c) above shall apply except that Landlordshall be responsible for reimbursing Tenant for Tenant’s reasonable costs incurred in remedying orcuring Landlord’s breach of such warranty; (Y) except as otherwise provided in clause (i) and (ii)immediately above, to the extent that the costs reasonably incurred by Tenant in performing, orcausing to be performed, the work described in the immediately preceding sentence exceed Tenant’sMaximum Contribution, Landlord shall be responsible for one hundred percent (100%) of such excesscosts (“Landlord’s Share of Costs”). Landlord shall pay Landlord’s Share of Costs within thirty(30) days after Tenant delivers to Landlord reasonably detailed invoices relating to such costs.If Landlord breaches its obligation to pay Landlord’s Share of Costs when required, Tenant shallhave the right to set off such delinquent amount of Landlord’s Share of Costs not paid by Landlordagainst future payments of New Premises Base Rent and Additional Rent until Tenant is reimbursedsuch delinquent amount in full. Any alterations, additions or changes to the New Premises madepursuant to this Section 3(f) shall be made only by, or at the direction of, Tenant andsubject to the terms of this Section 3(f).(g) Without limiting the provisions of Section 3(f) above, the parties hereto alsoagree that if (1) (A) any violation(s) of applicable Law with respect to the New Premises exists asof the Actual Delivery Date, (B) any violation(s) of applicable Law (or code compliancerequirement) with respect to the New Premises (excluding therefrom the New Premises TIs and anyother alterations, additions or improvements constructed in the New Premises by or on behalf ofTenant) is triggered or caused by the construction of the New Premises TIs and/or any otheralterations, additions or improvements constructed in the New Premises by or on behalf of Tenantduring the Compliance Period and/or (C) any violation(s) of applicable Law (or code compliancerequirement) with respect to the New Premises (excluding therefrom the New Premises TIs and anyother alterations, additions or improvements constructed in the New Premises by or on behalf ofTenant) is triggered or caused by Tenant’s application(s) for any permit or governmental approvalmade during the Compliance Period in connection with the New Premises TIs or any other alterations,additions or improvements to be undertaken by or on behalf of Tenant in the New Premises),and (2) during the period commencing on the date this Second
 
6

 
 Amendment is fully executedand ending on the expiration of the Compliance Period, no applicable governmental authority or agency requires that such violation be cured or remediedor code compliance work undertaken with respect thereto, then Tenant may, but shall not beobligated hereunder to, during the Compliance Period, perform, or cause to be performed, such workrequired to cure such violation(s) or compliance work in a good and workmanlike and lien-freemanner and such work shall be subject to the terms and conditions of the Amended Lease, as amendedhereby (including, without limitation, Paragraphs 5.2, 5.3 and 5.5 of the Original Lease). IfTenant elects, in its sole and absolute discretion, to perform, or cause to be performed, duringthe Compliance Period, any of the work required to cure such violation(s) or code compliance workreferred to in the immediately sentence, then the costs reasonably incurred by Tenant inperforming, or causing to be performed, such work during the Compliance Period only, shall be borneby Tenant and Landlord in accordance with the cost allocation arrangement described in Section3(f) above (and the last four sentences of Section 3(f) above shall apply with respectto such cost allocation arrangement, except that, for purposes of this sentence, any references toSection 3(f) in the last sentence of Section 3(f) shall instead be deemedreferences to this Section 3(g)).(h) Notwithstanding the foregoing, if any alterations or other improvements are required tothe New Premises by any applicable Law commencing on or after the date that is six (6) months afterthe New Premises Commencement Date, such costs shall be Tenant’s responsibility as set forth inSection 5.3 of the Original Lease (or, to the extent Section 5.4 of the Original Lease applies,then Tenant shall pay, as Additional Rent, in accordance with the provisions of Section 5.4 of theOriginal Lease, the amortized cost of such alterations or improvements required to be constructedto comply with any Law).(i) New Premises Allowance.1. Landlord shall grant to Tenant an allowance (“New Premises Allowance”) in an amount not toexceed Two Hundred Sixty Thousand Eight Hundred Twenty and 00/100 Dollars ($260,820.00) (whichequates to $5.00 per square foot of leasable area of the New Premises) to be used by Tenant, if atall, to pay for the Work Cost (as defined below) incurred by Tenant in constructing or installinggeneral purpose interior leasehold improvements (approved by Landlord and Tenant) in the NewPremises (the “New Premises TIs”). For purposes of the immediately preceding sentence, the term“general purpose interior leasehold improvements shall mean and refer to interior improvementswhich may be of permanent improvement to the New Premises (e.g., permanent partitions; window, walland floor coverings; lighting and utility fixtures) and shall not mean and include special purposeimprovements needed by Tenant for the conduct of its business or which might not be a permanentimprovement to the New Premises (e.g., demountable partitions, special security requirements; ortrade fixtures, furniture or furnishings of Tenant). Any and all work performed by Tenant inconnection with the New Premises TIs shall be treated as Tenant’s Alterations to the New Premisespursuant to Section Paragraph 5.2 of the Original Lease and shall be subject to Landlord’s priorwritten consent and otherwise performed in accordance with all of the terms and conditions of theAmended Lease, as amended hereby (including, without limitation, Paragraphs 5.2, 5.3 and 5.5 of theOriginal Lease).
 
7

 
2. If Landlord disburses all or any portion of the New Premises Allowance to Tenant, then (i)such portion of the New Premises Allowance as is disbursed by Landlord toTenant, together with interest thereon at the annual rate of eight and one-half percent (8.5%)per annum, shall be amortized over the then balance of the New Premises Lease Term and the monthlyNew Premises Base Rent to be paid by Tenant under the Amended Lease, as amended by this SecondAmendment, following the disbursement of such applicable portion of the New Premises Allowanceshall be increased by such monthly amortized amount, and (ii) Landlord and Tenant each shallexecute an amendment(s) to the Amended Lease, as amended hereby, within ten (10) business daysfollowing the date the same is presented to Tenant for execution by Landlord, reflecting theincreased New Premises Base Rent resulting from such amortization. Such amendment(s) to theAmended Lease, as amended hereby shall be substantially in the form attached hereto as ExhibitC.3. If any portion of the New Premises Allowance remains undisbursed after December 31, 2011,then Landlord shall have no liability whatsoever to Tenant for any undisbursed amounts of the NewPremises Allowance, Tenant shall not be entitled to any further disbursement of any remaining,undisbursed portion of the New Premises Allowance and Tenant shall not be entitled to any reductionin the amount of the New Premises Base Rent or Additional Rent payable by Tenant under the AmendedLease, as amended by this Second Amendment; provided that if the reason any amounts remainundisbursed is due to Landlord’s failure to disburse when required, Landlord shall remain obligatedto disburse such amounts.4. Landlord shall not be obligated to make any disbursements of the New Premises Allowance toor for the benefit of Tenant unless at the time of each request for disbursement, all of thefollowing conditions are satisfied: (i) such request shall be made not earlier than the NewPremises Commencement Date or later than the date that is ten (10) months following the NewPremises Commencement Date, and Tenant shall have waived its right to terminate this SecondAmendment as provided in Section 4 below (and if Tenant timely exercises its right to terminatethis Second Amendment pursuant to Section 4 below, then Landlord shall have no obligation todisburse any portion of the New Premises Allowance to Tenant), (ii) there shall exist no condition,event or act which would constitute an event of default under the Amended Lease, as amended by thisSecond Amendment, (iii) the Amended Lease, as amended by this Second Amendment, shall be in fullforce and effect, and (iv) Tenant shall have furnished to Landlord receipts, bills and releases oflien rights (as provided below) covering work done and/or materials furnished in connection withthe construction of the New Premises TIs.5. “Work Cost” means: (i) all design, architectural and engineering fees and consultant feesincurred by Tenant and Landlord in connection with the preparation, review and approval of thearchitectural plans and specifications related to the New Premises TIs; (ii) governmental agencyplan check, permit and other fees; (iii) sales and other taxes; (iv) Title 24 fees; (v) inspectioncosts; and (vi) the actual costs and charges for material and labor and general contractor’s profitand general overhead incurred by Tenant in connection with the construction of the New PremisesTIs.
 
8

 
6. Prior to the commencement of construction or installation of the New Premises TIs, Tenantshall deliver to Landlord an estimate of the total costs of designing and constructing the NewPremises TIs and a schedule of values and line item breakdown of such costs. Tenant may requestdisbursements from the New Premises Allowance not morefrequently than once each month after the commencement of construction of the New Premises TIsbut Tenant shall not request any such disbursements after the tenth (10th) month of theNew Premises Lease Term or prior to the New Premises Commencement Date. Each request fordisbursement with respect to the design or construction of the New Premises TIs shall beaccompanied by: (i) a written request for disbursement itemizing each category of cost for work inplace for which payment is requested, in form and content reasonably acceptable to Landlord; (ii)conditional lien releases, in a form and content reasonably satisfactory to Landlord, from allpersons and entities providing work or materials covered by such request; (iii) unconditional lienreleases from all persons or entities providing work or materials who were paid out of the priordisbursement; and (iv) invoices, vouchers, statements, affidavits and/or other documents in a formreasonably acceptable to Landlord which substantiate and justify the disbursement requested.Within thirty (30) days after Landlord’s receipt of each fully completed disbursement request withrespect to the design or construction of the New Premises TIs, Landlord shall pay ninety percent(90%) of the portion of the New Premises Allowance sought to be disbursed (or one hundred percent(100%) of that amount if the Tenant has requested only ninety percent (90%) of the value of thework completed) directly to the Tenant, or, in Landlord’s sole and absolute discretion, to thegeneral contractor and the subcontractors, laborers, or suppliers entitled thereto; provided,however, Landlord reserves the right to reasonably disapprove some or all of the matters disclosedby such disbursement request and to withhold the amounts relating to the disapproved matters fromthe disbursement if Tenant has not otherwise complied with the requirements set forth in thisSection 3(i). The ten percent (10%) remaining after any of the above disbursements shall be paidby Landlord within thirty-five (35) days after all of the following have occurred: (i) Tenant hassubmitted a final request for disbursement in accordance with the procedure set forth in thisparagraph above, (ii) a notice of completion has been duly recorded with respect to the NewPremises TIs, and (iii) no lien claim shall have been recorded within the thirty (30) day periodfollowing such recordation (or if there be a lien claim, such lien shall have been removed).Landlord shall have no obligation to disburse any amounts from the New Premises Allowance after thedate twelve (12) months following the New Premises Commencement Date. Notwithstanding anything tothe contrary contained herein, in the event that Landlord breaches its obligation to pay to Tenantany portion of the New Premises Allowance as set forth in this Second Amendment, and such breachcontinues for a period of more than thirty (30) days following the date Landlord receives writtennotice of such breach from Tenant, then Tenant shall be permitted to offset any such portion of theNew Premises Allowance with respect to which Landlord has breached its obligation to fund againstthe New Premises Base Rent next coming due until such overdue amounts to which Landlord’s breachapplies have been completely offset.7. Upon completion of the New Premises TIs, Tenant shall: (a) obtain and deliver to Landlorda certificate of occupancy for the New Premises TIs work from the governmental agency havingjurisdiction thereof, if applicable; (b) make available to Landlord receipted invoices (or invoiceswith canceled checks attached) from Tenant’s contractor showing evidence of full payment for suchportion of the New Premises TIs work as is shown on such invoices; (c) deliver to Landlord a fullset of reproducible as-built drawings for the New Premises TIs work to the extent applicable,including, without limitation, architectural drawings, structural drawings, mechanical drawings,including plumbing, fire sprinkler, electrical and life safety; (d) obtain and deliver to Landlordthe building permit or permits for the New Premises TIs work with final sign-off by the City of SanJose; and (e) deliver to Landlord copies of allwritten construction and equipment warranties related to the portions of the New Premises TIswork involving building systems or those portions of the New Premises Landlord is required tomaintain or repair under the Amended Lease, as amended by this Second Amendment. Tenant shall makesuch receipted invoices (or invoices with canceled checks attached) from Tenant’s generalcontractor available to Landlord for a period of one (1) year following completion of the NewPremises TIs work.
 
9

 
8. Landlord agrees that Tenant shall not be obligated to remove any of the New Premises TIsconstructed or installed in the New Premises by Tenant pursuant to the terms above.(j) Tenant shall, at its sole expense, be responsible for the securing of insurance byTenant’s general contractor and for the maintenance of same by Tenant’s general contractor untilcompletion and final acceptance of the New Premises TIs. Certificates of insurance affordingevidence of same shall be obtained from Tenant’s general contractor by the Tenant and delivered tothe Landlord prior to the commencement of any work with respect to the New Premises TIs by Tenant’sgeneral contractor or subcontractors. The required insurance coverage is as follows:1. Worker’s Compensation and Employers’ Liability Insurance affording 30 days written noticeof cancellation to the general contractor. The Employers’ Liability minimum limits required are asfollows:       Bodily Injury by accident $1,000,000 each accident  Bodily Injury by disease $1,000,000 policy limit  Bodily Injury by disease $1,000,000 each employee2. Commercial General Liability Insurance on an occurrence basis for an amount of $2,000,000each occurrence and including the following coverage:(a) Premises and Operations coverage.(b) Owners and Contractors Protective coverage.(c) Products and Completed Operations coverage.(d) Blanket Contractual coverage, including both oral and written contracts.(e) Personal Injury coverage.(f) Broad Form Property Damage coverage, including completed operations.(g) An endorsement naming Landlord as additional insured.(h) An endorsement affording 30 days written notice to Landlord in event of cancellation ormaterial reduction in coverage.
 
10

 
(i) An endorsement providing that such insurance as is afforded under the policy of Tenant’sgeneral contractor is primary insurance as respects Landlord and that any other insurancemaintained by Landlord is excess and noncontributing with the insurance required hereunder.No endorsement limiting or excluding a required coverage is permitted. CLAIMS-MADECOVERAGE IS NOT ACCEPTABLE.3. Business Auto Liability Insurance for an amount of $1,000,000 combined single limit forbodily injury and/or property damage liability including:(a) Owned Autos,(b) Hired or Borrowed Autos,(c) Nonowned Autos, and(d) An endorsement affording 30 days written notice of cancellation to Landlord in event ofcancellation or material reduction in coverage.A certificate and endorsements affording evidence of the above requirements must be deliveredto Landlord before Tenant’s general contractor or any subcontractors performs any work at orprepares or delivers materials to the New Premises with respect to any New Premises TIs. No suchwork shall commence in or at the New Premises prior to the date Landlord delivers possession of theNew Premises to Tenant.Tenant shall require its general contractor to require its subcontractors to provide insurancewhere Tenant’s general contractor would be required to carry insurance under this insurance sectionand to be responsible for obtaining the appropriate certificates or other evidence of insurance.Tenant’s general contractor shall maintain all of the foregoing insurance coverage in forceuntil the New Premises TIs are fully completed and accepted except as to subsection 2(c) of thisSection 3(i) (Products and Completed Operation Coverage), which is to be maintained for one (1)year following completion of the work and acceptance by Landlord and Tenant.All insurance, except Workers’ Compensation, maintained by Tenant’s general contractor and itssubcontractors shall preclude subrogation claims by the insurer against anyone insured thereunder,including, without limitation, Landlord.The requirements for the foregoing insurance shall not derogate from the provisions forindemnification of Landlord by Tenant under the “indemnity” provisions of Paragraph 10.3 of theOriginal Lease.If the Tenant fails to secure and maintain the required insurance from Tenant’s generalcontractor, the Landlord shall have the right (without any obligation to do so, however), afterproviding Tenant notice and five (5) days to cure, to secure the same in the name and for theaccount of the Tenant’s general contractor in which event Tenant shall pay the cost thereof andshall furnish upon demand, all information that may be required in connection therewith.Further, such failure to secure and maintain the required insurance shall, after the expiration ofthe applicable notice and cure periods, constitute a default by Tenant under the Amended Lease, asamended by this Second Amendment, and Landlord shall be entitled to immediately have all workrelated to the New Premises TIs cease.
 
11

 
4. New Premises Lease Term. The Lease Term with respect to the New Premises (“NewPremises Lease Term”) shall commence on the earlier of (i) February 1, 2011 or (ii) the date Tenantcommences operation of its business in any portion of the New Premises (such earlier date being the“New Premises Commencement Date”) and shall expire, unless earlier terminated, at midnight on thefifth anniversary of the New Premises Commencement Date (the “New Premises Expiration Date”). IfLandlord is unable to deliver possession of the New Premises to Tenant on or before the TargetDelivery Date, Landlord shall not be subject to any liability for its failure to do so, and suchfailure shall not affect the validity of the Lease, nor the obligations of Tenant hereunder, but insuch event the date of February 1, 2011 referred to in the first sentence of this Section 4 shallbe extended by the number of days of delay in so delivering possession of the New Premises toTenant. Notwithstanding the foregoing, if Landlord has not delivered possession of the NewPremises to Tenant through no fault of Tenant or any of its agents, employees or contractors, byDecember 30, 2010 (the “New Premises Delivery Deadline”), then Tenant may elect, as its sole andexclusive remedy, to terminate this Second Amendment (but not the Original Lease, as amended theFirst Amendment and Section 1 of this Second Amendment) as of the New Premises Delivery Deadline.Tenant may exercise the foregoing termination right by giving Landlord written notice within ten(10) days after the New Premises Delivery Deadline; provided, however, if Landlord gives Tenantwritten notice that the New Premises are ready for delivery to Tenant within ten (10) days afterLandlord’s receipt of Tenant’s notice, Tenant’s notice shall be deemed ineffective and this SecondAmendment shall continue in full force and effect. Tenant’s failure to give Landlord writtennotice of its intent to terminate this Second Amendment within ten (10) days after the New PremisesDelivery Deadline shall be deemed Tenant’s waiver of the termination right set forth in thisSection 4 above. If Tenant timely exercises its right to terminate this Second Amendment pursuantto the terms of this Section 4 above, then all rights and obligations of the parties under thisSecond Amendment shall cease except that, anything herein to the contrary notwithstanding(including, without limitation, the provisions of Section 1 above), (i) the Amended Lease shallremain in full force and effect (without regard to this Second Amendment) as to the OriginalPremises, (ii) Tenant shall, at its sole cost, remove any special purpose improvements (as opposedto general purpose office improvements) installed in the New Premises by Tenant or any of itsagents, employees, contractors or subcontractors and restore any damage caused by such removal and(iii) the Base Monthly Rent payable by Tenant with respect to the Original Premises for the periodof July 1, 2010 through March 31, 2011 shall be $31,191.00 per month (and any Base Monthly Rentpaid by Tenant to Landlord for such period which is in excess of $31,191.00 shall be creditedagainst payments of Base Monthly Rent next coming due under the Amended Lease until such amountshave been fully credited, or disbursed to Tenant within thirty (30) days after the expiration ortermination of the Lease Term if any credit remains at such time.After the New Premises Commencement Date, Landlord and Tenant shall execute an acceptanceagreement in the form of Exhibit B attached to this Second Amendment, appropriatelycompleted. Tenant’s obligation to pay Base Monthly Rent and Additional Rentwith respect to Tenant’s lease of the New Premises in accordance with the terms of the AmendedLease, as amended by this Second Amendment, shall not be excused or delayed because of Tenant’sfailure to execute such acceptance agreement.
 
12

 
5. Base Monthly Rent. Subject to this Section 5 below, commencing on the NewPremises Commencement Date, and continuing throughout the initial New Premises Lease Term, Tenantshall pay Base Monthly Rent for the New Premises in the following amounts and in accordance withthe following schedule (“New Premises Base Rent”):     Lease Months During   Base MonthlyNew Premises Lease Base Monthly Rental Rate PerTerm Rent Rentable Square Foot 01-03 $0.00* $0.00/RSF*04-12 $22,191.00* and ** $0.60/RSF* and **13-24 $33,906.60 $0.65/RSF25-36 $36,514.80 $0.70/RSF37-48 $39,123.00 $0.75/RSF49-60 $41,731.20 $0.80/RSF   * The New Premises Base Rent actually payable during the first twelve (12) months of the NewPremises Lease Term is $31,298.40 per month; provided, however, notwithstanding anything herein tothe contrary, so long as no Event of Tenant’s Default has occurred and is continuing under theAmended Lease, as amended by this Second Amendment, Tenant shall be entitled to an abatement ofBase Monthly Rent with respect to the New Premises only in the amount of $31,298.40 per month forthe first three (3) months of the New Premises Lease Term and abatement of $9,107.40 per month forthe fourth (4th) through the twelfth (12th) months of the New Premises LeaseTerm. The maximum total amount of Base Monthly Rent abated with respect to the New Premises inaccordance with the foregoing shall equal to $175,861.80 (the “Abated New Premises Base Rent”). IfTenant defaults under the Amended Lease, as amended by this Second Amendment, and such defaultresults in a termination of the Amended Lease, as amended by this Second Amendment, then allunamortized Abated New Premises Base Rent (i.e. based upon the amortization of the aggregate of theAbated New Premises Base Rent in equal monthly amounts, without interest, during the periodcommencing on the New Premises Commencement Date and ending on the expiration date of the NewPremises Lease Term) shall immediately become due and payable by Tenant without notice or demandand Landlord shall be entitled to include such unamortized Abated New Premises Base Rent in theamount of rentals that it is entitled to recover from Tenant under Paragraph 13.2.D. of theOriginal Lease and under California Civil Code Section 1951.2 following the uncured default byTenant. During the conditional free rent or partially free rent periods referred to above, andthereafter during the balance of the New Premises Lease Term, all Additional Rent, including,without limitation, Tenant’s Share of Common Operating Expenses, shall be due and payable withrespect to the New Premises. Notwithstanding the phasing of Base Monthly Rent as provided in theschedule above, Tenant shall pay Tenant’s Share of Common Operating Expenses with respect to theentire New Premises (i.e. the entire approximately 52,164 square feet of gross leasable area of theNew Premises) throughout the New Premises Lease Term, as the same may be extended, commencing as ofthe New Premises Commencement Date, in accordance with the terms of the Amended Lease, as amendedby this Second Amendment.   ** In consideration for Landlord not having to pay any commission or finder’s fee to anybroker or agent of Tenant in connection with this Second Amendment and/or Tenant’s lease of the NewPremises (as referred to in Section 12 below), Landlord agrees to credit the sum ofSixty-Two Thousand Nine Hundred Nine and 78/100 Dollars ($62,909.78) against the Base Monthly Rentpayable by Tenant to Landlord for the fourth and fifth months and a portion of the sixth month(i.e. $18,527.78 of the $62,909.78 shall be credited against the sixth months’ Base Rent) of theNew Premises Lease Term.
 
13

 
The Base Monthly Rent schedule set forth in Paragraph 2 of the First Amendment (whichamended Section K of the Summary comprising part of the Original Lease) shall not apply to the NewPremises.6. Common Operating Expenses. During the New Premises Lease Term, Tenant shall pay toLandlord, as Additional Rent, Tenant’s Share of Common Operating Expenses in accordance with all ofthe terms and conditions set forth in the Original Lease, as amended hereby, relating to payment ofCommon Operating Expenses, except that Tenant’s Share with respect to Tenant’s lease of the NewPremises shall be sixty-two and seventy-two one hundredths percent (62.72%) as to the New Buildingand twenty and twenty-four one hundredths percent (20.24%) as to the Project.7. Parking. From and after the New Premises Commencement Date, the number ofunreserved parking spaces which Tenant is entitled, but not obligated, to use under the OriginalLease, as amended by this Second Amendment, shall be one hundred ninety-three (193). Tenant’suse of such parking spaces shall be subject to all of the terms and conditions set forth in theOriginal Lease, as amended by this Second Amendment, and the rules and regulations in effect forthe Project from time to time.8. Holdover, Vacation and Surrender of Original Premises. With respect to theOriginal Premises only, the Amended Lease, as amended by Section 1 of this Second Amendment, shallexpire, unless earlier terminated, on the earlier of (i) the date thirty (30) days following theNew Premises Commencement Date, or (ii) the date Tenant vacates and surrenders possession of theOriginal Premises to Landlord in the condition existing as of the date this Second Amendment isfully executed, ordinary wear and tear excepted (and Tenant shall not be obligated to remove anyTenant Improvements or Tenant’s Alterations existing in the Original Premises as of the date ofexecution of this Second Amendment by Tenant). The earlier of the dates referred to in clause (i)and (ii) is referred to herein as the “Original Premises Expiration Date”. The Original PremisesExpiration Date shall be extended one day for each day the completion of Tenant’s New Premises TIsare delayed due to the acts or omissions of Landlord or Landlord’s agents; provided, however, in noevent shall the commencement of any such extension be earlier than two (2) business days followingthe date Tenant notifies Landlord in writing that the acts or omissions of Landlord or Landlordagents have delayed the completion of the Tenant’s New Premises TIs. Tenant shall surrenderpossession of the Original Premises to Landlord on or before the Original Premises Expiration Datein the condition existing as of the date this Second Amendment is fully executed, ordinary wear andtear excepted
 
14

 
(and Tenant shall not be obligated to remove any Tenant Improvements or Tenant’sAlterations existing in the Original Premises as of the date of execution of this Second Amendmentby Tenant);however, Landlord’s and Tenant’s obligations under the Amended Lease, as amended by Section 1of this Section Amendment, including, without limitation, Tenant’s obligation to pay Base MonthlyRent and Additional Rent with respect to the Original Premises, shall continue in effect throughthe Original Premises Expiration Date. Upon the expiration or earlier termination of the AmendedLease, as amended by Section 1 of this Second Amendment, with respect to the Original Premisesonly, neither party shall have any further obligations under the Amended Lease, as amended bySection 1 of this Second Amendment, with respect to the Original Premises, except for thoseobligations under the Amended Lease, as amended by Section 1 of this Second Amendment, whichsurvive the termination or expiration of the Amended Lease, as amended by Section 1 of this SecondAmendment, and any obligations arising from a breach or default by Landlord or Tenant arising oraccruing prior to such expiration or earlier termination of the Amended Lease, as amended bySection 1 of this Second Amendment. Provided, however, if Tenant has not fully vacated andsurrendered to Landlord the Original Premises (in the condition existing as of the date this SecondAmendment is fully executed, ordinary wear and tear excepted, except that Tenant shall not beobligated to remove any Tenant Improvements or Tenant’s Alterations existing in the OriginalPremises as of the date of execution of this Second Amendment by Tenant) by the expiration orearlier termination of the Amended Lease, as amended by Section 1 of this Second Amendment, suchcontinued possession shall be deemed to be without Landlord’s consent, and Landlord shall beentitled to immediately pursue all rights and remedies available to it by law or under the AmendedLease, including, without limitation, all rights and remedies available to a landlord based uponthe unlawful detainer of premises by a tenant as described in California Code of Civil ProcedureSection 1161(1), as amended or replaced. In addition to all other legal and equitable rights andremedies that Landlord may have against Tenant under the Amended Lease or applicable law inconnection with Tenant’s continued possession of the Original Premises beyond the expiration orearlier termination of the Amended Lease, as amended by Section 1 of this Second Amendment(including, without limitation, Landlord’s right to recover damages arising in connectiontherewith), Tenant shall pay to Landlord the sum for which Landlord may be responsible to a newtenant for delay in delivery of the Original Premises under the terms of any new lease as a resultof Tenant’s continued possession for those additional days following the expiration or earliertermination of the Amended Lease, as amended by Section 1 of this Second Amendment, that Tenantfails to vacate and surrender the Original Premises to Landlord as provided above. In addition, inthe event Landlord has entered into a new lease for the Original Premises, and the tenantthereunder terminates such new lease by reason of Landlord’s inability to timely deliver possessionof the Original Premises to the tenant, Tenant shall be liable to Landlord for all damages incurredby Landlord by reason of such termination, including loss of future rents payable under such newlease. Notwithstanding the foregoing, if Tenant fails to vacate and surrender possession of theOriginal Premises to Landlord (in the condition existing as of the date this Second Amendment isfully executed, ordinary wear and tear excepted, except that Tenant shall not be obligated toremove any Tenant Improvements or Tenant’s Alterations existing in the Original Premises as of thedate of execution of this Second Amendment by Tenant) by the expiration or earlier termination ofthe Amended Lease, as amended by Section 1 of this Second Amendment, Tenant’s liability for anyconsequential damages (including, without limitation, Landlord’s loss of future rents payable undera new lease as provided in the immediately preceding sentence)
 
15

 
arising from such failure shall notcommence to accrue earlier than thirty (30) days following the expiration or earlier termination ofthe Amended Lease, as amended by this Second Amendment.In the event Landlord enters into a letter of intent or lease with a prospective tenant or newtenant for the Original Premises prior to the date Tenant vacates and surrenders possession toLandlord of the Original Premises as provided above, then, promptly following the date Landlord andsuch prospective tenant or new tenant enter into such letter of intent or new lease, Landlordagrees to notify Tenant of same in writing and such writing shall include the date that the term ofsuch new lease is intended to commence.9. Miscellaneous Amendments to Original Lease. With respect solely to Tenant’s leaseof the New Premises from Tenant, effective as of the New Premises Commencement Date, the followingprovisions of the Original Lease (and Addendum No. 1 attached thereto) shall be deemed amended ormodified as follows:(a) Section D of the Summary of Basic Lease Terms incorporated into the Original Lease (the“Summary”) shall be deemed amended such that from and after the date that the Amended Leaseterminates as to the Original Premises in accordance with Section 8 above, the term“Premises” as used in the Original Lease, as amended by this Second Amendment, shall refer to theNew Premises.(b) Section E of the Summary shall be deemed amended to provide that the aggregate grossleasable area of all commercial buildings located on the Land shown on Exhibit A attached to theOriginal Lease is approximately 257,780 square feet.(c) Section G of the Summary shall be deemed amended to provide that Tenant’s Share shall besixty-two and seventy-two one hundredths percent (62.72%) of the New Premises Building and twentyand twenty-four one hundredths percent (20.24%) of the Project.(d) Section H of the Summary shall be deemed amended to provide that Tenant’s AllocatedParking Stalls shall be equal to one hundred ninety-three (193) non-exclusive parking stallslocated within the Project.(e) Section I of the Summary (and Section 1.24 of the Original Lease) shall be deemed amendedto provide that the Scheduled Commencement Date as to the lease of the New Premises by Tenant fromLandlord is February 1, 2011.(f) Section J of the Summary, as amended by Paragraph 1 of the First Amendment, and Section1.17 of the Original Lease, shall be deemed amended to provide that the Lease Term with respect tothe New Premises shall be extended through and including the fifth anniversary of the New PremisesCommencement Date, unless earlier terminated or extended pursuant to the terms of the OriginalLease, as amended by this Second Amendment.(g) Section K of the Summary shall be deemed amended to provide that the Base Monthly Rentpayable during the initial New Premises Lease Term with respect to the New Premises only shall bethe amounts set forth in Section 5 of this Second Amendment.(h) Section T of the Summary (and Section 1.16 of the Original Lease defining the “Lease”)shall be deemed amended to provide that the Lease shall be the Original Lease (including theSummary, as amended hereby, Exhibit A, and Addendum No. 1 made a part of the Original Lease, asamended hereby), and this Second Amendment.
 
16

 
(i) Section 1.7 of the Original Lease shall be deemed amended such that the term “Building” aspertains to the New Premises shall mean the New Building referred to above located at 2560 JunctionAvenue, San Jose, California, the gross leasable area of which is approximately 52,164 square feetand referred to in the Original Lease as the “Building Gross Leasable Area”.(j) Section 1.8 of the Original Lease shall be deemed amended such that the term “CommencementDate” as pertains to Tenant’s lease of the New Premises shall mean the New Premises CommencementDate referred to above.(k) Section 1.11 of the Original Lease shall be deemed amended such that the term “EffectiveDate” when applied to Tenant’s lease of the New Premises shall mean the “Second Amendment EffectiveDate” referred to in the introductory paragraph of this Second Amendment; provided, however,whenever the term “Effective Date” is used in Paragraph 7.2 of the Original Lease, such term shallmean December 23, 1999.(l) Section 1.17 of the Original Lease shall be deemed amended such that the term “Lease Term”as it pertains to the lease of the New Premises shall mean the New Premises Lease Term referred toabove which shall commence on the New Premises Commencement Date and continue, unless earlierterminated or extended pursuant to the terms of the Amended Lease, as amended by this SecondAmendment, for a term of sixty (60) months. Whenever the Original Lease refers to the expirationor sooner termination of the Lease or expiration or sooner termination of the Lease Term and thesame pertains to the Original Premises, then such expiration of the Lease or Lease Term shall bedeemed the Original Premises Expiration Date (as defined in Section 8 above).(m) Section 1.26 of the Original Lease shall be deemed amended to provide that the “Summary”shall mean the Summary of Basic Lease Terms that is part of the Original Lease, as amended bysubsections (a) through (h) of this Section 9.(n) Section 1.28 of the Original Lease shall be deemed amended to provide that with respect toTenant’s lease of the New Premises, the term “Tenant’s Share” shall mean the percentage obtained bydividing the gross leasable area of the New Premises by the gross leasable area of the NewBuilding, which as of the Second Amendment Effective Date is 62.72%, and by the Project GrossLeasable Area, which as of the Second Amendment Effective Date is 20.24%.(o) Paragraph 14.1.D.(2) and Paragraph 14.1.D.(3), respectively, shall be deemed amended todelete therefrom “80%” and substitute in place thereof “50%”.10. Excluded Terms. Anything herein to the contrary notwithstanding, the followingprovisions of the Original Lease and First Amendment, respectively, shall not be applicable toTenant’s lease of the New Premises from Landlord: (i) Sections L and S of the Summary that is apart of the Original Lease; (ii) Paragraphs 2.3, 2.4, 2.5, 3.3 (first sentence only), 15.10, 15.13and 15.15 (first sentence only) of the Original Lease, (ii) Exhibits B and C attached to theOriginal Lease, (iii) Paragraph 3, including subparagraphs 3.1 through 3.4 of Addendum No. 1 thatis a part of the Original Lease, and (iv) the entire First Amendment to Lease.
 
17

 
11. Security Deposit. The Security Deposit or Letter of Credit in lieu of suchSecurity Deposit held by Landlord under the Original Lease shall, following the New PremisesCommencement Date, continue to be held by Landlord under the Amended Lease, as amended by thisSecond Amendment, with respect to the New Premises and Landlord shall hold such Security Deposit orLetter of Credit and may apply the same in accordance with the provisions of Section 3.5 of theOriginal Lease as amended, modified or supplemented by Sections 2, 2.1, and 2.2 of Addendum No. 1comprising a part of such Original Lease.12. Brokers. Tenant represents and warrants to Landlord that it has not had dealingswith any real estate broker, finder, or other person with respect to the New Premises and thenegotiation and execution of this Second Amendment to whom a commission, finder’s fee or othercompensation may be owed. Landlord and Tenant shall indemnify, defend, and hold harmless the otherparty from all damage, loss, liability, and expense (including attorneys’ fees and related costs)arising out of or resulting from any claims for commissions or fees that may be or have beenasserted by any broker, finder, or other person with whom such party has purportedly dealt with inconnection with the New Premises and the negotiation and execution of this Second Amendment.Landlord’s and Tenant’s obligations under the immediately preceding sentence shall survive theexpiration or earlier termination of the New Premises Lease Term. In consideration for Landlordnot having to pay any commission or finder’s fee to any broker or agent of Tenant in connectionwith this Second Amendment and/or Tenant’s lease of the New Premises, Landlord agrees to credit thesum of Sixty-Two Thousand Nine Hundred Nine and 78/100 Dollars ($62,909.78) against the BaseMonthly Rent payable by Tenant to Landlord for the fourth and fifth months and a portion of thesixth month (i.e. $18,527.78 of the $62,909.78 shall be credited against the sixth months’ BaseRent) of the New Premises Lease Term.13. Addresses. From and after the Second Amendment Effective Date, the address forLandlord set forth in Section Q of the Summary is amended to read in its entirety asfollows:   “Landlord’s Address: 702/703 Investors, LLC,  c/o South Bay Development Company  1690 Dell Avenue  Campbell, CA 95008  Attn: Scott Trobbe   With a courtesy copy to: PCCP, LLC  555 California Street, Suite 3450  San Francisco, CA 94104  Attn: Aaron Giovara
 
18

 
14. Corporate Authority. Tenant represents and warrants to Landlord that (i) Tenantis the sole holder of the leasehold estate created under the Amended Lease, (ii) Tenant has notvoluntarily, by operation of law or otherwise assigned the Amended Lease or any interest of Tenantunder the Amended Lease, subleased any portion of the Original Premises or otherwise transferred orhypothecated any interest of Tenant in and to the Amended Lease or the Original Premises, and (iii)all authorizations necessary for the execution of this Second Amendment by Tenant and to bindTenant hereto have been obtained. Each individual executing this SecondAmendment on behalf of Tenant represents and warrants that he or she is duly authorized to anddoes execute and deliver this Second Amendment pursuant to express authority from Tenant pursuantto and in accordance with the By-Laws or other organizational documents of the Tenant corporation.Landlord represents and warrants to Tenant that all authorizations necessary for the executionof this Second Amendment by Landlord and to bind Landlord hereto have been obtained.15. Effect of Second Amendment. Except as modified herein, the terms and provisionsof the Amended Lease shall remain unmodified and continue in full force and effect. In the eventof any conflict between the terms and provisions of this Second Amendment and the terms andprovisions of the Amended Lease, the terms and provisions of this Second Amendment shall prevail.Tenant hereby ratifies and approves the terms and conditions of the Amended Lease, as amended bythis Second Amendment, and assumes all of the obligations of the Tenant under the Amended Lease, asamended by this Second Amendment.16. Keys. Upon expiration of the Amended Lease, as amended by Section 1 ofthis Second Amendment, as to the Original Premises only, Tenant shall surrender all building accesscards issued to Tenant with respect to the Original Premises.17. Counterparts. This Second Amendment may be executed in counterparts, each ofwhich shall be deemed an original and together shall constitute one instrument. The partiescontemplate that they may be executing counterparts of this Second Amendment transmitted byfacsimile or email in PDF format and agree and intend that a signature by either facsimile machineor email in PDF format shall bind the party so signing with the same effect as though the signaturewere an original signature.18. Governing Law. This Second Amendment shall be governed by and construed inaccordance with the laws of the State of California.19. Option to Extend Lease Term. Landlord hereby grants to Tenant the option toextend the New Premises Lease Term for one (1) period of two (2) consecutive years (the “ExtendedTerm”), on the following terms and conditions:(a) Tenant shall give Landlord written notice of its exercise of the option to extend the NewPremises Lease Term for the Extended Term no earlier than twelve (12) months or later than six (6)months before the date the New Premises Lease Term would end but for said exercise. Time is of theessence.
 
19

 
(b) Tenant may not extend the New Premises Lease Term pursuant to this Section 19 ifthere is an Event of Tenant’s Default under the Amended Lease, as amended by this Second Amendment,exists at the time of Tenant’s notice of exercise of this option, or if Tenant shall have assignedor otherwise transferred its interest in Amended Lease, as amended by this Second Amendment, and/orthe New Premises, or any portion thereof, to any person or entity (other than an entity whichcontrols, is controlled by or is under common control with Tenant), whether or not Landlord’sconsent to such assignment or transfer has been given (unlessLandlord has waived such restriction in any written consent to such assignment or subletting,which waiver may be withheld in Landlord’s sole and absolute discretion). If an Event of Tenant’sDefault exists on the date that the Extended Term is to commence, then Landlord may elect toterminate the Amended Lease, as amended by this Second Amendment, effective as of the New PremisesExpiration Date notwithstanding any notice given by Tenant of an exercise of its option to extend.(c) Once Tenant delivers notice of its exercise of the option to extend the New Premises LeaseTerm, Tenant may not withdraw such exercise and, subject to the provisions of this Section19, such notice shall operate to extend the New Premises Lease Term. All terms and conditionsof this Original Lease, as amended by this Second Amendment, shall apply during the Extended Term,except that (i) the monthly New Premises Base Rent for the Extended Term shall be determined inaccordance with Section 19(e) below, (ii) there shall be no further rights to extend theNew Premises Lease Term and (iii) and Landlord shall have no obligation to construct anyimprovements on, in or around the New Premises or in the New Building or to provide any tenantimprovement allowance or refurbishment allowance to Tenant.(d) Upon the extension of the New Premises Lease Term pursuant to this Section 19, theterm “New Premises Lease Term” or “Lease Term” or “Term” as used in this Second Amendment or theOriginal Lease shall thereafter include the Extended Term with respect to the New Premises and theexpiration date of the Original Lease, as amended by this Second Amendment, with respect to the NewPremises shall be the expiration date of the Extended Term.(e) If Tenant elects to extend the New Premises Lease Term pursuant to the terms ofSection 19(a) above, the New Premises Base Rent for the Extended Term shall be an amountequal to ninety-five percent (95%) of the monthly fair market rental value of the New Premises inrelation to market conditions at the time of the extension (including, but not limited to, rentalrates for comparable space within the San Jose submarket with comparable tenant improvements andtaking into consideration any adjustments to rent based upon direct costs (operating expenses) andtaxes, load factors, or other rental adjustments; the size of the space; and any other factorswhich affect market rental values at the time of extension), provided, that the monthly NewPremises Base Rent for the Extended Term shall in no event be lower than the New Premises Base Rentpayable during the month immediately prior to the commencement of the Extended Term (without regardto any abatement of New Premises Base Rent occurring during the month immediately prior to thecommencement of the Extended Term). The New Premises Base Rent for the Extended Term shall bedetermined as follows:1. Mutual Agreement. After timely receipt by Landlord of Tenant’s notice ofexercise of the option to extend the New Premises Lease Term, Landlord and Tenant shall havea period of thirty (30) days in which to agree on the New Premises Base Rent for theExtended Term. If Landlord and Tenant agree on said New Premises Base Rent during thatperiod, they shall immediately execute an amendment to the Amended Lease, as amended by thisSecond Amendment, stating the New Premises Base Rent for the Extended Term. If Landlord andTenant are unable to agree on the New Premises Base Rent for the Extended Term as aforesaid,the provisions of Section 19(e)2 immediately below shall apply.
 
20

 
2. Appraisal. Within ten (10) business days after the expiration of the thirty(30) day period described in Section 19(e)1 above, each party, at its cost and bygiving notice to the other party, shall appoint a licensed, commercial real estate brokerwith at least five (5) years commercial brokerage experience as applicable, in Santa ClaraCounty, to determine the fair market rental value of the New Premises. If a party does notappoint such a broker within ten (10) business days after the other party has given noticeof the name of its broker, the single broker appointed shall be the sole broker and shallset the fair market rental value. The cost of such sole broker shall be borne equally bythe parties. If two brokers are appointed by the parties as provided in this Section13(e)2, the two brokers shall each separately determine the fair market rental value ofthe New Premises within twenty (20) days of the date the last of such two brokers isselected. In addition, during such twenty (20) day period, the two brokers shall select athird broker meeting the qualifications above who will be required to determine which of thefair market rental valuations determined by the two original brokers is closer to the fairmarket rental value of the New Premises as determined by the third broker. If the partiescannot agree on the third broker within such twenty (20) day period, then either of theparties to this Second Amendment, by giving ten (10) days notice to the other party, mayapply to either the presiding judge of the Superior Court of the County of Santa Clara forthe selection of a third broker who meets the qualifications stated above. The two originalbrokers shall submit their respective valuations to the third broker in a sealed envelopewithin ten days following the date the third broker is selected. Once the third broker hasbeen selected as provided above, then, as soon as practicable but in any case within fifteen(15) days thereafter, the third broker shall select one of the two fair market rentalvaluations submitted by the two original brokers selected by the parties, which valuationshall be the one that is closer to the fair market rental value as determined by the thirdbroker; provided, however, in no event shall 95% of the fair market rental value of the NewPremises be less than the New Premises Base Rent for the month immediately preceding thecommencement of the Extended Term (without regard to any abatement of rent occurring withrespect to such New Premises Base Rent occurring during the month immediately prior to thecommencement of the Extended Term). The third broker’s selection shall be rendered inwriting to both Landlord and Tenant and shall be final and binding upon them and shall notbe subject to appeal. Each party shall pay the cost of its own broker and shall shareequally the cost of the third broker. In establishing the fair market rental value of theNew Premises, the broker or brokers shall take into consideration the factors described inSection 19(e) above.20. Non-Disturbance Agreements. Simultaneously with the execution of this SecondAmendment, Landlord shall obtain for Tenant a subordination, non-disturbance and attornmentagreement, in a commercially reasonable form, from all mortgagees and ground lessors, if any,holding a security interest or ground lessor’s interest in Original Premises, New Premises and/orNew Building as of the date this Second Amendment is executed by Landlord and Tenant.[balance of page is intentionally blank; signature page follows on next page]
 
21

 
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the datefirst set forth above.      TENANT: