SubLease Agreement by & between the registrant & Marvell Semiconductor 5/23/2003



 EXHIBIT 10.6 
  
 SUBLEASE 
  
 THIS SUBLEASE (“Sublease”) is entered into as of May 23, 2003 (the “Effective Date”), by and between MARVELL SEMICONDUCTOR, INC., a
California corporation (“Sublandlord”) and ATHEROS COMMUNICATIONS, INC., a Delaware corporation (“Subtenant”), with reference to the following facts: 
  
 A. Pursuant to that certain Lease dated June 1, 2000 (the “Master Lease”), 525 Almanor LLC, a California limited
liability company (“Landlord”), as landlord, leased to Sublandlord, as tenant, certain space consisting of 31,331 rentable square feet located at 525 Almanor Avenue, Sunnyvale, California (the “Building”). 
  
 B. Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes to
sublease to Subtenant, the entire premises leased to Sublandlord under the Master Lease (the “Subleased Premises”). 
  
 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, Sublandlord and Subtenant hereby agree as follows: 
  
 1. Sublease. Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord for the term, at the rental, and upon all of the conditions set forth herein, the Subleased Premises.

  
 2. Term. The term of this Sublease (“Term”)
shall commence XXXXX June 10, 2003 (the “Commencement Date”), and shall expire, unless sooner terminated pursuant to any provision hereof, on XXXXX June 30, 2005 (the “Expiration Date”). 
  
 3. Rent. 
  
 3.1 Base Rent. 
  
 (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord as Base Rent for the Subleased Premises during the Term the following:

  

	 Months

	 	 Monthly Installment of Base Rent


	 1-12
	 	 $15,352.19

	 13-Expiration Date
	 	 $27,884.59


  
 (b) Base Rent shall
be paid on the first day of each month of the Term, except that Subtenant shall pay the first (1st) month’s
Base Rent to Sublandlord upon execution of this Sublease. If the Term does not begin on the first day of the month or end on the last day of a month, the Base Rent and Additional Rent (hereinafter defined) for that partial month shall be prorated by
multiplying the monthly Base Rent and Additional Rent by a fraction, the numerator of which is the number of days of the partial month included in the Term and the 








 
denominator of which is the total number of days in the full calendar month. All Rent (hereinafter defined) shall be payable in lawful money of the United
States, by regular bank check of Subtenant, to Sublandlord at the address stated herein or to such other persons or at such other places as Sublandlord may designate in writing. 
  
 3.2 Expenses and Utilities. 
  

(a) In addition to the Base Rent payable pursuant to Section 3.1 above, from and after the Commencement Date, on the first day of each month for each
calendar year of the Term, Subtenant, as Additional Rent, shall pay Subtenant’s Percentage Share (as defined below) of Adjusted Operating Expenses (as defined below) payable by Sublandlord under the Master Lease. Sublandlord acknowledges that
Adjusted Operating Expenses do not include real estate taxes, insurance premiums or general maintenance costs (except to the extent maintenance costs are included in the definition of Adjusted Operating Expenses as provided below). 
  
 (b) Definitions. For purposes of this Sublease and in addition to the
terms defined elsewhere in this Sublease, the following terms shall have the meanings set forth below: 
  
 (1) “Additional Rent” shall mean the sums payable pursuant to subparagraph 3.2(a) of this Sublease. 
  
 (2) “Adjusted Operating Expenses” shall mean the following
costs, expenses and fees payable by Sublandlord to Landlord under the Master Lease, whether classified as “Property Maintenance Costs” or otherwise: management fees, and fees, costs and charges for electricity, gas, janitorial, trash
collection, and heating, ventilating and air conditioning maintenance. 
  
 (3) “Rent” shall mean, collectively, Base Rent, Additional Rent, and all other sums payable by Subtenant to Sublandlord under this Sublease, whether or not expressly designated as “rent,” all of which are deemed
and designated as rent pursuant to the terms of this Sublease. 
  
 (4) “Subtenant’s Percentage Share” shall mean 100%; provided that Sublandlord and Subtenant acknowledge that Subtenant’s Percentage Share has been obtained by dividing the rentable square footage of the Subleased
Premises by the total rentable square footage of the Master Lease Premises and multiplying such quotient by 100. In the event Subtenant’s Percentage Share is changed during a calendar year by reason of a change in the rentable square footage of
the Subleased Premises or the Master Lease Premises, Subtenant’s Percentage Share shall thereupon be adjusted to equal the result obtained by dividing the rentable square footage of the Subleased Premises by the rentable square footage of the
Master Lease Premises and multiplying such quotient by 100, and Subtenant’s Percentage Share shall be determined on the basis of the number of days during such calendar year at each such percentage share. 
  
 (c) For partial calendar years during the term of this Sublease, the amount
of Additional Rent payable pursuant to this subsection that is applicable to that partial calendar year shall be prorated based on the ratio of the number of days of such partial calendar 

  

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year falling during the term of this Sublease to 365. The expiration or earlier termination of this Sublease shall not affect the obligations of Sublandlord
and Subtenant pursuant to Section 3.2 which arise prior to such expiration or termination, and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease. 
  
 4. Security Deposit. Concurrently with Subtenant’s execution and
delivery of this Sublease, and as security for its obligations under the Sublease, Subtenant shall deposit with Sublandlord the sum of fifty thousand dollars ($50,000) as a security deposit, in cash (the “Deposit”). The Deposit shall be
held by Sublandlord as security for the faithful performance by Subtenant of all the provisions of this Sublease to be performed or observed by Subtenant. If Subtenant fails to pay rent or other sums due hereunder, or otherwise defaults with respect
to any provisions of this Sublease, Sublandlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or other sum in default or for the payment of any other sum to which Sublandlord may become obligated by reason of
Subtenant’s default, or to compensate Sublandlord for any loss or damage which Sublandlord may suffer thereby. If Sublandlord so uses or applies all or any portion of the Deposit, Subtenant shall within ten (10) days after demand therefor
deposit cash with Sublandlord in an amount sufficient to restore the Deposit to the full amount thereof and Subtenant’s failure to do so shall be a material breach of this Sublease. Sublandlord shall not be required to keep the Deposit separate
from its general accounts. If Subtenant performs all of Subtenant’s obligations hereunder, the Deposit, or so much thereof as has not theretofore been applied by Sublandlord, shall be returned, without interest, to Subtenant (or, at
Sublandlord’s option, to the last assignee, if any, of Subtenant’s interest hereunder) following the expiration of the Term, and after Subtenant has vacated the Premises. Subtenant agrees that this Section 4 shall determine
Sublandlord’s and Subtenant’s rights and obligations with respect to the return of the Deposit, and Subtenant expressly waives the provisions of Section 1950.7 of the California Civil Code. No trust relationship is created herein between
Sublandlord and Subtenant with respect to the Deposit. 
  
 5.
Use and Occupancy. 
  
 5.1 Use. The Subleased
Premises shall be used and occupied only for general office use, and for no other use or purpose. 
  
 5.2 Compliance with Master Lease. 
  
 (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not suffer to be done or omit
to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. 
  
 (b) Subtenant agrees that Sublandlord shall not be required to perform any
of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder,
Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Notwithstanding anything to the contrary in this Sublease or the Master Lease, Sublandlord shall not be responsible for any warranty,
maintenance, replacement or repair 

  

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obligations of Landlord under the Master Lease, or for any obligation of Landlord to clean up hazardous materials as provided in the Master Lease, or for the
performance of any other work of the Landlord under the Master Lease. Any obligation of Landlord under the Master Lease to carry insurance shall not be applicable to or binding upon Sublandlord. Sublandlord shall not be responsible for any failure
or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water,
electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this
Sublease, except to the extent provided in the Master Lease, and to the extent applicable to the Subleased Premises, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may
reasonably be indicated, under the circumstances, to secure such performance from Landlord upon Subtenant’s request to Sublandlord to do so. 
  
 (c) Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums, which
Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for additional Building services from Landlord, including, without limitation, charges associated with after-hour HVAC usage and overstandard electrical charges,
or arising out of a request by Subtenant for alterations or additions to the Subleased Premises. Subtenant also agrees to notify Sublandlord prior to requesting any such service or work, and acknowledges that any alterations or additions to the
Subleased Premises shall be subject to Sublandlord’s prior written consent. 
  
 6. Master Lease and Sublease Terms. 
  
 6.1 Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease. 
  
 6.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease. 
  
 6.3 The terms, conditions and respective obligations of Sublandlord and
Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of the Sublease document
shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word
“Tenant” is used it shall be deemed to mean the Subtenant herein. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to
inure to the benefit of Sublandlord; Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection and
any right of Landlord under the Master Lease to do work in the Master Lease premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed
to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. 
  

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 6.4 For the purposes of incorporation herein, the terms of the Master Lease are subject to the following
additional modifications: 
  
 (a) In all provisions of the
Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both
Sublandlord and Landlord. 
  
 (b) In all provisions of the Master
Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord
and Sublandlord. 
  
 (c) Sublandlord shall have no obligation to
restore or rebuild any portion of the Subleased Premises after any destruction or taking by eminent domain. 
  
 (d) In all provisions of the Master Lease requiring Tenant to designate Landlord as an additional or named insured on its insurance policy, Subtenant
shall be required to so designate Landlord and Sublandlord on its insurance policy. 
  
 6.5 Notwithstanding the terms of Section 6.3 above, Subtenant shall have no rights nor obligations under the following provisions of the Master Lease: Section 2.3, 2.5, 4.14, 9.2 and 11.5, and Subtenant shall have no
rights arising from or in connection with any representations or warranties made by Landlord, and no rights or options to expand, extend, renew or terminate the Master Lease, this Sublease or the Subleased Premises, rights of first offer, rights of
first negotiation, rights to any tenant improvement allowance, rights to audit operating expenses or taxes, rights to any moving allowance, rights to sublease the subleased premises or assign the sublease, or rights to enforce any obligation of the
Landlord to install, construct or pay for any tenant improvements in the Premises. Subtenant shall have all other rights and obligations of Sublandlord as tenant under the Master Lease, but only to the extent that a subtenant is permitted to obtain
the benefit of such rights pursuant to the terms of the Master Lease. 
  
 6.6 During the Term and for all periods subsequent thereto with respect to obligations which have arisen prior to the termination of this Sublease, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord,
the obligations of Sublandlord under the Master Lease which pertains to the Subleased Premises and/or this Sublease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this
Sublease document shall control over the Master Lease. 
  
 6.7
Sublandlord agrees to maintain the Master Lease, as it pertains to the Subleased Premises, during the entire term of this Sublease, and to use its reasonable efforts to cause Landlord to comply with or perform the obligations of Sublandlord under
the Master Lease. 
  

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 6.8 Notwithstanding the provisions of this Sublease, any obligation of Sublandlord to provide services or
utilities to the Subleased Premises or to Subtenant or to perform maintenance or repair obligations with respect to the Building or the Subleased Premises which is contained in this Sublease by the incorporation by reference of the provisions of the
Master Lease, shall be observed or performed by Sublandlord diligently using reasonable efforts to cause Landlord to observe and/or perform the same. 
  
 7. Termination of Master Lease. If for any reason the term of the Master Lease shall terminate prior to the scheduled Expiration Date, this
Sublease shall thereupon be terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless (i) Subtenant shall not then be in default hereunder beyond any applicable notice and cure period and (ii) such termination shall have
been effected because of the breach or default of Sublandlord under the Master Lease or by reason of the voluntary termination or surrender of the Master Lease by Sublandlord. 
  
 8. Indemnity. Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all losses, costs,
damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees and disbursements, which Sublandlord may incur or pay out (including, without limitation, to the Landlord) by reason of (i) the condition, use, or
occupancy of the Subleased Premises, or any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises (except to the extent caused by Sublandlord’s negligence or wrongful act or the negligence or
wrongful act of Landlord), (ii) any breach or default hereunder on Subtenant’s part, (iii) any work done after the date hereof in or to the Subleased Premises except if done by Sublandlord or Landlord, (iv) the use, handling, storage or
disposal of toxic or hazardous materials or waste by Subtenant or its officers, partners, employees, agents, contractors, customers and/or invitees, or anyone else under Subtenant’s control, (v) any act, omission or negligence on the part of
Subtenant and/or its officers, partners, employees, agents, contractors, customers and/or invitees, or any person claiming through or under Subtenant, or (vi) the holding over by Subtenant or its successors or assigns in all or a portion of the
Subleased Premises after the expiration or termination of this Sublease. 
  
 9. Limitation on Liability. Sublandlord shall not be liable for personal injury or property damage to Subtenant, its officers, agents, employees, invitees, guests, licensees or any other person in the Subleased
Premises, regardless of how such injury or damage may be caused. Any property of Subtenant kept or stored in the Subleased Premises shall be kept or stored at the sole risk of Subtenant. Subtenant shall hold Sublandlord harmless from any claims
arising out of any personal injury or property damage occurring in the Subleased Premises, including subrogation claims by Subtenant’s insurance carriers. 
  

10. Quiet Enjoyment. Sublandlord covenants and agrees that, upon Subtenant paying the Rent and performing the obligations of Subtenant required
hereunder, Subtenant may peaceably and quietly have, hold and enjoy the Subleased Premises in accordance with this Sublease without hindrance or molestation by Sublandlord or its agents. 
  

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 11. Consents. In any instance when Sublandlord’s consent or approval is required under this
Sublease, Sublandlord’s refusal to consent to or approve any matter or thing shall be deemed reasonable if, among other matters, such consent or approval is required under the provisions of the Master Lease incorporated herein by reference but
has not been obtained from Landlord. 
  
 12. Attorney’s
Fees. If Sublandlord or Subtenant brings an action to enforce the terms hereof or to declare rights hereunder, the prevailing party who recovers substantially all of the damages, equitable relief or other remedy sought in any such action on
trial and appeal shall be entitled to his reasonable attorney’s fees to be paid by the losing party as fixed by the court. 
  
 13. As-Is. 
  
 13.1 Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises broom-clean but otherwise in its “AS IS”
condition as the Subleased Premises exists on the date hereof. Sublandlord shall have no obligation to furnish, render, pay for, consent to or supply any work, labor, services, materials, furniture, fixtures, equipment, decorations or other items to
make the Subleased Premises ready or suitable for Subtenant’s occupancy. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has
not relied on any representation or warranty concerning the Subleased Premises or the Buildings, except as expressly set forth in this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete
investigations, examinations and inspections of the Subleased Premises and the common areas of the Building. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as
permitted by the provisions of this Sublease and the Master Lease and that upon expiration or termination of this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in the same condition as it is in on the Commencement Date,
reasonable wear and tear excepted. Notwithstanding any provision of the Master Lease or this Sublease, Subtenant shall not make any alterations to the Subleased Premises without the prior written consent of Landlord and Sublandlord. 
  
 13.2 Subtenant shall have the right to use the UPS system and network racks
currently located in the Subleased Premises (including patch-panels and cables) at no additional cost to Subtenant, in their as-is condition. Sublandlord shall also provide to Subtenant eighty-one (81) 8’ by 8’ office cubicles for use at
the Subleased Premises during the Term, within ten (10) business days after Sublandlord obtains Landlord’s Consent. During the Term, Subtenant shall not remove from the Subleased Premises any item described above (collectively, the
“Equipment”) (unless such removal is for the purposes of repair or refurbishment, with Sublandlord’s prior written approval of same). At the end of the Term, Subtenant shall deliver the Equipment to Sublandlord in the same condition
as it existed as of the Commencement Date, reasonable wear and tear excepted. Subtenant shall be responsible for installing and maintaining, in accordance with this Sublease, it own phone switch and phone system. 
  
 13.3 Subject to the terms of the Master Lease and this Sublease, Subtenant
shall have the right to cut two (2) doorways between Subtenant’s premises at 529 Almanor Avenue and the Subleased Premises, at Subtenant’s sole cost and expense, in locations approved by Sublandlord (which approval will not be unreasonably
withheld or delayed) and by Landlord. 
  

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 13.4 Subject to the terms of the Master Lease, Subtenant shall be entitled to the signage, parking rights
and roof rights afforded to Sublandlord under the Master Lease or otherwise by Landlord, subject to Landlord’s consent if required thereunder, including, without limitation, signage space on the property monument sign as well as signage on the
exterior of the Building and any other suite or company identification signage Sublandlord is entitled to or has. 
  
 14. Notices: Any notice by either party to the other required, permitted or provided for herein shall be valid only if in writing and shall be
deemed to be duly given only if (a) delivered personally, or (b) sent by means of Federal Express, UPS Next Day Air or another reputable express mail delivery service guaranteeing next day delivery, or (c) sent by United States Certified or
registered mail, return receipt requested, addressed (i) if to Sublandlord, at the following addresses: 
  
  

	


	 	  	 Marvell Semiconductor, Inc.
 700 First
Avenue
 Sunnyvale, CA 94089
 Attn: General
Counsel

		
	With a copy to:	  	 Shartsis, Friese & Ginsburg LLP
 One
Maritime Plaza, 18th Floor
 San Francisco, California 94111
 Attn: Mary Kay Kennedy

	
	And (ii) if the Subtenant, at the following address:
		
	 	  	 Atheros Communications, Inc.
 529 Almanor
Avenue
 Sunnyvale, CA 94085
 Attn: Dave
Torre


  
 or at such other address for either
party as that party may designate by notice to the other. A notice shall be deemed given and effective, if delivered personally, upon hand delivery thereof (unless such delivery takes place after hours or on a holiday or weekend, in which event the
notice shall be deemed given on the next succeeding business day), if sent via overnight courier, on the business day next succeeding delivery to the courier, and if mailed by United States certified or registered mail, three (3) business days
following such mailing in accordance with this Section. 
  
 15.
Brokers. Subtenant represents that it has dealt directly with and only with Cornish & Carey Commercial (“Subtenant’s Broker”) as a broker in connection with this Sublease. Sublandlord represents that it has dealt directly
with and only with BT Commercial Real Estate (“Sublandlord’s Broker”) as a broker in connection with this Sublease. Sublandlord and Subtenant shall indemnify and hold each other harmless from all claims of any brokers, agents or
finders other than Subtenant’s Broker and Sublandlord’s Broker, to the extent claiming 

  

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through the indemnifying party. Subtenant and Sublandlord agree that Subtenant’s Broker and Sublandlord’s Broker shall be paid commissions in
connection with this Sublease pursuant to a separate agreement. 
  
 16. Complete Agreement. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the parties or their representatives relating to the subject matter of this Sublease which are not
fully expressed in this Sublease. This Sublease cannot be changed or terminated nor may any of its provisions be waived orally or in any manner other than by a written agreement executed by both parties. 
  
 17. Interpretation. This Sublease shall be governed by and construed
in accordance with the laws of the State of California. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease
and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The table of contents, captions, headings and titles, if any, in this Sublease are solely for
convenience of reference and shall not affect its interpretation. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease or any part thereof to be drafted. If
any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise
eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligation or other provision of this
Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided. All terms and words used in
this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word “person” as used in this Sublease shall mean a natural person
or persons, a partnership, a corporation or any other form of business or legal association or entity. 
  
 18. Counterparts. This Sublease may be executed in separate counterparts, each of which shall constitute an original and all of which together
shall constitute one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of the day and year first above
written. 
  

	 SUBLANDLORD:

	
	MARVELL SEMICONDUCTOR, INC.
	
	 By: /s/ George Hervey


	 Print Name: George Hervey

	 Title: V.P. & CFO



  

	 SUBTENANT:

	
	ATHEROS COMMUNICATIONS, INC.
	
	 By: /s/ Craig H. Barratt


	 Print Name: Craig H. Barratt

	 Title: President & CEO



  

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 CONSENT TO SUBLEASE 
  
 THIS AGREEMENT (“Agreement”) is made as
of this 29 day of May, 2003, by and among 525 ALMANOR LLC, a California Limited Partnership, (“Landlord”), MARVELL SEMICONDUCTOR,
INC., A California corporation (“Sublandlord”), and ATHEROS COMMUNICATIONS, INC. A Delaware corporation
(“Subtenant”). 
  
 RECITALS

  
 A. Landlord is the landlord and Sublandlord is the
tenant under a lease dated June 1, 2000 (the “Master Lease”), for approximately 31,331 square feet of space (the “Premises”), located at the office building whose address is 525 Almanor Avenue, Sunnyvale, California (the
“Building”). 
  
 B. Sublandlord has requested
that Landlord consent to the subletting by Sublandlord to Subtenant of the Premises (“Sublet Premises”), pursuant to the Sublease dated May 23, 2003 (the “Sublease”), to which this Agreement is attached. 
  
 AGREEMENT 
  
 NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual covenants contained herein, Landlord, Sublandlord and Subtenant hereby agree as follows: 
  
 Landlord hereby consents to the Sublease subject to and upon the following terms and conditions, as to each of which Sublandlord and Subtenant expressly
agree: 
  
 1. Notwithstanding any provision of the Sublease to
the contrary, nothing contained in this Agreement or the Sublease shall: 
  
 (a) operate as a consent to or approval or ratification by Landlord of any specific provisions of the Sublease or as a representation or warranty by Landlord, or cause Landlord to be estopped or bound in any way by
any of the provisions of the Sublease; or 
  
 (b) be construed to
modify, waive or affect (i) any of the provisions, covenants or conditions in the Master Lease, (ii) any of Sublandlord’s obligations under the Master Lease, or (iii) any rights or remedies of Landlord under the Master Lease or otherwise; or to
enlarge or increase Landlord’s obligations or Sublandlord’s rights under the Master Lease or otherwise; or 
  
 (c) be deemed to make Subtenant a third party beneficiary of the provisions of the Master Lease, or create or permit any direct right of action by
Subtenant against Landlord for breach of the covenant of quiet enjoyment or any other covenant of Landlord under the Master Lease; or 
  

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 (d) be construed to waive any past, present or future breach or default on the part of Sublandlord under
the Master Lease. 
  
 2. This consent is not assignable.

  
 3. The Sublease shall be subject and subordinate at all times
to the Master Lease and to all of its provisions, covenants and conditions. Except for rent payable under the Master Lease, Subtenant shall perform faithfully and be bound by all the terms, covenants, conditions, provisions and agreements of the
Master Lease, for the period covered by the Sublease, but only to the extent applicable to the Sublet Premises. In case of any conflict between the provisions of the Master Lease and the provisions of the Sublease, the provisions of the Master Lease
shall prevail unaffected by the Sublease. 
  
 4. Neither the
Sublease nor this consent thereto shall release or discharge the Sublandlord from any liability under the Master Lease. Sublandlord shall remain liable and responsible for the full performance and observance of all the provisions, covenants and
conditions set forth in the Master Lease to be performed and observed by Sublandlord. Any breach or violation of any provision of the Master Lease by Subtenant shall constitute a default by Sublandlord in fulfilling such provision. 
  
 5. This consent by Landlord shall not be construed as a consent by Landlord
to any further subletting by Sublandlord or Subtenant or to any assignment by Sublandlord of the Master Lease or assignment by Subtenant of the Sublease, whether or not the Sublease purports to permit the same, and, without limiting the generality
of the foregoing, both Sublandlord and Subtenant agree that Subtenant has no right whatsoever to assign, mortgage or encumber the Sublease nor to sublet any portion of the Sublet Premises or permit any portion of the Sublet Premises to be used or
occupied by any other party; further, in connection therewith, both Sublandlord and Subtenant agree that an assignment by operation of law or a transfer of control of Subtenant (including but not limited to a transfer of the controlling interest of
the stock of Subtenant, if Subtenant is a corporation, other than in an initial public offering of Subtenant or thereafter, in an over-the-counter market transaction) shall be deemed to be a prohibited assignment hereunder. In the event of any
further assignment or subletting of the Sublet Premises, Subtenant shall pay directly to Landlord 50% of all excess rent or assignment consideration received by Subtenant in connection with such sublease or assignment (without any deduction or
setoff whatsoever). This consent shall not be construed as a consent by Landlord to any modification, amendment, extension or renewal of the Sublease. Sublandlord and Subtenant acknowledge and agree that the attempted exercise of any option to
extend the term of the Sublease or to expand the Sublet Premises by the Subtenant shall, for purposes of the Master Lease and this Agreement, constitute a further subletting subject to the provisions of this Article 5. . For purposes of this Section
5, including any amendment to this Section by way of addendum or other writing, the term “assignment consideration” shall mean all consideration to be paid by the assignee to Subtenant or to any other party on Subtenant’s behalf or
for Subtenant’s benefit as consideration for such assignment, without deduction for any commissions paid by Subtenant or any other costs or expenses (including, without limitation, tenant improvements, capital improvements, building upgrades,
permit fees, attorneys’ fees, and other consultants’ fees) incurred by Subtenant in connection with such assignment, and the term “excess rentals” shall mean all consideration to be paid by the sublessee to Subtenant or to any


  

 2 








 
other party on Subtenant’s behalf or for Subtenant’s benefit for the sublease of all or any portion of the Sublet Premises in excess of the rent
due to Sublandlord under the terms of the Sublease for the portion so subleased for the same period, without deduction for any commissions paid by Subtenant or any other costs or expenses (including, without limitation, tenant improvements, capital
improvements, building upgrades, permit fees, attorneys’ fees, and other consultants’ fees) incurred by Subtenant in connection with such sublease. Subtenant agrees that the portion of any assignment consideration and/or excess rentals
arising from any assignment or subletting by Subtenant which is to be paid to Landlord pursuant to this Section now is and shall then be the property of Landlord and not the property of Subtenant. 
  
 6. In the event of Sublandlord’s default under any of the provisions of
the Master Lease, the rent due from Subtenant under the Sublease shall be deemed assigned to Landlord and Landlord shall have the right, upon such default, at any time at its option, to give notice to Subtenant of such assignment. Landlord shall
credit Sublandlord with any rent received by Landlord under such assignment, but the acceptance of any payment on account of rent from Subtenant as the result of any such default shall in no manner whatsoever serve to release Sublandlord from any
liability under the terms, covenants, conditions, provisions or agreements under the Master Lease, except to the extent of the rent so credited. 
  
 7. Upon the expiration or any earlier termination of the term of the Master Lease, the voluntary or involuntary surrender of the Master Lease by
Sublandlord to Landlord, or a mutual cancellation of the Master Lease by Landlord and Sublandlord, then the Sublease and its term shall thereupon expire and Subtenant shall vacate the Premises on or before the effective date of such expiration,
termination or surrender of the Master Lease. In the event of the failure of Subtenant to so vacate the Premises, Landlord shall be entitled to enforce against Subtenant all of the rights and remedies available to a landlord against a tenant holding
over without consent after the expiration of a term. 
  
 8. In
addition to complying with Sublandlord’s obligations under the Master Lease to maintain insurance, Subtenant shall add and maintain Landlord as an additional insured under such insurance policies. 
  
 9. Both Sublandlord and Subtenant shall be and continue to be liable for the
payment of (a) all bills rendered by Landlord for charges incurred by or imposed upon Subtenant for services and materials supplied to the Sublet Premises beyond that which is required by the terms of the Master Lease, and (b) any additional costs
incurred by Landlord for maintenance and repair of the Sublet Premises as the result of Subtenant occupying the Sublet Premises (including, but not limited to, any excess costs to Landlord of services furnished to or for the Sublet Premises).

  
 10. Notwithstanding anything to the contrary contained in the
Sublease, all requests for any service to be supplied by Landlord to the Sublet Premises, all requests to make improvements or alterations to the Sublet Premises, all requests to further sublet the Sublet Premises or assign the Sublease and all
other requests for Landlord’s consent or approval must be made by Sublandlord on behalf of Subtenant. 
  

 3 








 11. Sublandlord and Subtenant each covenants and agrees that under no circumstances shall Landlord be
liable for any brokerage commission or other charge or expense in connection with the Sublease. 
  
 12. Sublandlord and Subtenant understand and acknowledge that Landlord’s consent herein is not a consent to any improvement or alteration work to be
performed in the Sublet Premises (including without limitation any improvement work contemplated in the Sublease), that Landlord’s consent for such work must be separately sought, and that any such work shall be subject to all the provisions of
the Master Lease with respect thereto. 
  
 13. In the event of any
conflict between the provisions of this Agreement and the provisions of the Sublease, the provisions of this Agreement shall prevail unaffected by the Sublease. 
  

14. Any notice or communication that any party hereto may desire or be required to give to any other party under or with respect to this Agreement
shall be given prepaid, by hand delivery, Federal Express, or other nationally recognized overnight courier service, addressed to such other party, in the case of Landlord, at C/O Menlo Equities Management Co., 2901 Tasman Drive, Suite 220, Santa
Clara, California, and in the case of Sublandlord at              or Subtenant, at the Sublet Premises, or in any case at such other address any party may have designated by notice
given in accordance with the provisions of this paragraph. 
  
 15.
Sublandlord and Subtenant agree, at any time and from time to time, upon not less than fifteen (15) days’ prior notice by Landlord, to execute, acknowledge and deliver to Landlord a statement in writing certifying that the Sublease is
unmodified and in full force and effect (or, if there have been modifications, that the Sublease is in full force and effect as modified and stating the modification), and the dates to which the annual base rental, additional rent and other charges
have been paid, and stating whether or not Sublandlord or Subtenant is in default in performance of any covenant, agreement, term, provision or condition contained in the Sublease and, if so, specifying each such default, it being intended that any
such statement delivered pursuant hereto may be relied upon by Landlord and any prospective purchaser or lessee of the Building, or any trustee or beneficiary under any deed of trust affecting the Building. Sublandlord and Subtenant also agree to
execute and deliver from time to time such other estoppel certificates as any lender may require with respect to the Sublease. 
  
 16. In the event of any arbitration or action or proceeding at law or in equity between or among the parties to this Agreement as a consequence of any
controversy, claim or dispute relating to this Agreement or the breach thereof, or to enforce any of the provisions and/or rights hereunder, the unsuccessful party or parties to such arbitration, action or proceeding shall pay to the prevailing
party or parties all costs and expenses, including reasonable attorney’s fees incurred therein by such prevailing party or parties, and if such prevailing party or parties shall recover judgment in any such arbitration, action or proceeding,
such costs, expenses and fees shall be included in and as part of such judgment. 
  
 17. Each of Subtenant and Sublandlord agrees, jointly and severally, that it shall indemnify, defend and hold Landlord harmless from and against any and all claims arising out of 

  

 4 








 
(a) Subtenant’s use of the Sublet Premises or any part thereof for the conduct of its business, or (b) any activity, work or other thing done, permitted
or suffered by Subtenant in or about the Building or the Sublet Premises, or any part thereof, or (c) any breach or default in the performance of any obligation on Subtenant’s part to be performed under the terms of the Sublease or this
Agreement, (d) any act, omission, or negligence of Subtenant or any officer, agent, employee, contractor, servant, invitee or guest of Subtenant, or (e) any claim for brokerage commissions or other charges or expenses in connection with the
Sublease; and in each case from and against any and all damages, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys’ fees) arising in connection with any such claim or claims as
described in clauses (a) through (e) above, or any action or proceeding brought thereon. If any such action or proceeding be brought against Landlord, the indemnifying party, upon notice from Landlord, shall defend such action or proceeding at the
indemnifying party’s sole expense by counsel reasonably satisfactory to Landlord. Subtenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage or loss to property or injury or death to persons, in, upon or
about the Sublet Premises, from any cause, and Subtenant hereby waives all claims in respect thereof against Landlord. 
  
 18. This Agreement shall be construed in accordance with the laws of the State of California and, together with the Sublease and the Master Lease,
contains the entire agreement of the parties hereto with respect to the subject matter hereof and may not be changed or terminated orally or by course of conduct. 
  
 19. Sublandlord agrees to reimburse to Landlord all reasonable costs and reasonable attorneys’ fees incurred by
Landlord in conjunction with the processing and documentation of the Sublease. 
  
 20. This Agreement is hereby incorporated into the Sublease and shall be attached to the Sublease. 
  
 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first above written. 
  

	LANDLORD:	 	525 ALMANOR LLC
	 	 	 A California limited XXXXX

			
	 	 	 By:
	 	 Menlo Equities LLC


	 	 	 	 	 Its: Manager

			
	 	 	 By:
	 	 Menlo Equities Inc.


	 	 	 	 	 Its: Managing Member

			
	 	 	 By:
	 	 /s/ Henry Bullock


	 	 	 	 	 Its: XXXXX Henry Bullock, President


  
 XXXXX 
  

 5 









	SUBLANDLORD:	 	MARVELL SEMICONDUCTOR, INC.,
	 	 	 a California corporation

		
	 	 	 By: /s/ George Hervey


	 	 	 Print Name: George Hervey

	 	 	 Title: V.P. & CFO


  
 XXXXX 
  

	SUBTENANT:	 	ATHEROS COMMUNICATIONS, INC.
	 	 	 a Delaware corporation

		
	 	 	 By: /s/ Craig H. Barratt


	 	 	 Print Name: Craig H. Barratt

	 	 	 Title: President & CEO


  
 XXXXX 
  

 6 








 MENLO EQUITIES MANAGEMENT
COMPANY 
  
 September 28, 2000

  
 Ms. Weili Dai 
 MARVELL SEMICONDUCTOR, INC. 
 525
Almanor Avenue 
 Sunnyvale, CA 94086 
  

	Re:	  	 Confirmation of Lease Commencement Date
 525 Almanor Avenue, Sunnyvale, CA
 525 Almanor LLC


  
 Dear
Ms. Dai: 
  
 This letter will confirm that for all purposes of the Lease, the
Lease Commencement Date (as defined in the Lease) is July 1, 2000. 
  
 Please acknowledge your acceptance of this letter by signing and returning (3) three originals. We will send a fully executed original for your lease legal file. 
  

	 Very truly yours,

	525 ALMANOR LLC
	 a California limited liability company

	
	 By: Menlo Equities LLC

	 a California limited liability company,

	 it Manager

	
	 By: Menlo Equities, Inc.

	 a California Corporation,

	 its Managing Member

		
	 By:
	 	 /s/ Henry D. Bullock, President


	 	 	Henry D. Bullock, President


  

	ACKNOWLEDGED AND AGREED
	Marvell Semiconductor, Inc.
	 A California Corporation

		
	 By:
	 	 /s/ George A. Hervey


	 Its:
	 	 CFO









 LEASE 
  
 BY AND BETWEEN 
  
 525 ALMANOR LLC, 
 a California limited liability company

  
 as Landlord 
  
 and 
  
 MARVELL SEMICONDUCTOR, INC., 
 a California corporation 
  
 as Tenant 
  
 June 1, 2000 







 TABLE OF CONTENTS 
  

			
	 	  	 	  	PAGE


			
	 ARTICLE 1
	  	 REFERENCE
	  	1
			
	 1.1
	  	 References
	  	1
			
	 ARTICLE 2
	  	 LEASED PREMISES, TERM AND POSSESSION
	  	2
			
	 2.1
	  	 Demise Of Leased Premises
	  	2
			
	 2.2
	  	 Right To Use Outside Areas
	  	2
			
	 2.3
	  	 Lease Commencement Date And Lease Term
	  	2
			
	 2.4
	  	 Delivery Of Possession
	  	2
			
	 2.5
	  	 Acceptance Of Possession
	  	3
			
	 2.6
	  	 Surrender Of Possession
	  	3
			
	 ARTICLE 3
	  	 RENT, LATE CHARGES AND SECURITY DEPOSITS
	  	3
			
	 3.1
	  	 Base Monthly Rent
	  	3
			
	 3.2
	  	 Additional Rent
	  	3
			
	 3.3
	  	 Year-End Adjustments
	  	4
			
	 3.4
	  	 Late Charge, And Interest On Rent In Default
	  	4
			
	 3.5
	  	 Payment Of Rent
	  	4
			
	 3.6
	  	 Prepaid Rent
	  	4
			
	 3.7
	  	 Security Deposit
	  	4
			
	 ARTICLE 4
	  	 USE OF LEASED PREMISES AND OUTSIDE AREA
	  	5
			
	 4.1
	  	 Permitted Use
	  	5
			
	 4.2
	  	 General Limitations On Use
	  	5
			
	 4.3
	  	 Noise And Emissions
	  	5
			
	 4.4
	  	 Trash Disposal
	  	5
			
	 4.5
	  	 Parking
	  	5
			
	 4.6
	  	 Signs
	  	6
			
	 4.7
	  	 Compliance With Laws And Private Restrictions
	  	6
			
	 4.8
	  	 Compliance With Insurance Requirements
	  	6
			
	 4.9
	  	 Landlord’s Right To Enter
	  	6
			
	 4.10
	  	 Use Of Outside Areas
	  	6
			
	 4.11
	  	 Environmental Protection
	  	6
			
	 4.12
	  	 Rules And Regulations
	  	8
			
	 4.13
	  	 Reservations
	  	8
			
	 ARTICLE 5
	  	 REPAIRS, MAINTENANCE, SERVICES AND UTILITIES
	  	8
			
	 5.1
	  	 Repair And Maintenance
	  	8
			
	 	  	 (a)    Tenant’s Obligations
	  	8
			
	 	  	 (b)    Landlord’s Obligation
	  	8
			
	 5.2
	  	 Utilities
	  	9
			
	 5.3
	  	 Security
	  	9
			
	 5.4
	  	 Energy And Resource Consumption
	  	9
			
	 5.5
	  	 Limitation Of Landlord’s Liability
	  	9
			
	 ARTICLE 6
	  	 ALTERATIONS AND IMPROVEMENTS
	  	9
			
	 6.1
	  	 By Tenant
	  	9
			
	 6.2
	  	 Ownership Of Improvements
	  	9
			
	 6.3
	  	 Alterations Required By Law
	  	10
			
	 6.4
	  	 Liens
	  	10
			
	 ARTICLE 7
	  	 ASSIGNMENT AND SUBLETTING BY TENANT
	  	10
			
	 7.1
	  	 By Tenant
	  	10
			
	 7.2
	  	 Merger, Reorganization, or Sale of Assets
	  	11

  

 i. 








 TABLE OF CONTENTS 
 (CONTINUED) 
  

			
	 	  	 	  	PAGE


			
	 7.3
	  	 Landlord’s Election
	  	11
			
	 7.4
	  	 Conditions To Landlord’s Consent
	  	11
			
	 7.5
	  	 Assignment Consideration And Excess Rentals Defined
	  	12
			
	 7.6
	  	 Payments
	  	12
			
	 7.7
	  	 Good Faith
	  	12
			
	 7.8
	  	 Effect Of Landlord’s Consent
	  	12
			
	 ARTICLE 8
	  	 LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY
	  	12
			
	 8.1
	  	 Limitation On Landlord’s Liability And Release
	  	12
			
	 8.2
	  	 Tenant’s Indemnification Of Landlord
	  	13
			
	 ARTICLE 9
	  	 INSURANCE
	  	13
			
	 9.1
	  	 Tenant’s Insurance
	  	13
			
	 9.2
	  	 Landlord’s Insurance
	  	14
			
	 9.3
	  	 Mutual Waiver Of Subrogation
	  	14
			
	 ARTICLE 10
	  	 DAMAGE TO LEASED PREMISES
	  	14
			
	 10.1
	  	 Landlord’s Duty To Restore
	  	14
			
	 10.2
	  	 Insurance Proceeds
	  	15
			
	 10.3
	  	 Landlord’s Right To Terminate
	  	15
			
	 10.4
	  	 Tenant’s Right To Terminate
	  	15
			
	 10.5
	  	 Tenant’s Waiver
	  	15
			
	 10.6
	  	 Abatement Of Rent
	  	15
			
	 ARTICLE 11
	  	 CONDEMNATION
	  	16
			
	 11.1
	  	 Tenant’s Right To Terminate
	  	16
			
	 11.2
	  	 Landlord’s Right To Terminate
	  	16
			
	 11.3
	  	 Restoration
	  	16
			
	 11.4
	  	 Temporary Taking
	  	16
			
	 11.5
	  	 Division Of Condemnation Award
	  	16
			
	 11.6
	  	 Abatement Of Rent
	  	16
			
	 11.7
	  	 Taking Defined
	  	16
			
	 ARTICLE 12
	  	 DEFAULT AND REMEDIES
	  	16
			
	 12.1
	  	 Events Of Tenant’s Default
	  	16
			
	 12.2
	  	 Landlord’s Remedies
	  	17
			
	 12.3
	  	 Landlord’s Default And Tenant’s Remedies
	  	18
			
	 12.4
	  	 Limitation Of Tenant’s Recourse
	  	18
			
	 12.5
	  	 Tenant’s Waiver
	  	18
			
	 ARTICLE 13
	  	 GENERAL PROVISIONS
	  	18
			
	 13.1
	  	 Taxes On Tenant’s Property
	  	18
			
	 13.2
	  	 Holding Over
	  	19
			
	 13.3
	  	 Subordination To Mortgages
	  	19
			
	 13.4
	  	 Tenant’s Attornment Upon Foreclosure
	  	19
			
	 13.5
	  	 Mortgagee Protection
	  	19
			
	 13.6
	  	 Estoppel Certificate
	  	19
			
	 13.7
	  	 Tenant’s Financial Information
	  	20
			
	 13.8
	  	 Transfer By Landlord
	  	20
			
	 13.9
	  	 Force Majeure
	  	20
			
	 13.10
	  	 Notices
	  	20
			
	 13.11
	  	 Attorneys’ Fees
	  	20
			
	 13.12
	  	 Definitions
	  	21

  

 ii. 








 TABLE OF CONTENTS 
 (CONTINUED) 
  

			
	 	  	 	  	PAGE


			
	 	  	 (a)    Real Property Taxes
	  	21
			
	 	  	 (b)    Landlord’s Insurance Costs
	  	21
			
	 	  	 (c)    Property Maintenance Costs
	  	21
			
	 	  	 (d)    Property Operating Expenses
	  	21
			
	 	  	 (e)    Law
	  	21
			
	 	  	 (f)     Lender
	  	21
			
	 	  	 (g)    Private Restrictions
	  	21
			
	 	  	 (h)    Rent
	  	21
			
	 13.13
	  	 General Waivers
	  	21
			
	 13.14
	  	 Miscellaneous
	  	22
			
	 ARTICLE 14
	  	 CORPORATE AUTHORITY BROKERS AND ENTIRE AGREEMENT
	  	22
			
	 14.1
	  	 Corporate Authority
	  	22
			
	 14.2
	  	 Brokerage Commissions
	  	22
			
	 14.3
	  	 Entire Agreement
	  	22
			
	 14.4
	  	 Landlord’s Representations
	  	22
			
	 ARTICLE 15
	  	 TELEPHONE SERVICE
	  	23

  

 iii. 








  
 LEASE 
  
 THIS LEASE, dated June 1,
2000 for reference purposes only, is made by and between 525 ALMANOR LLC, a California limited liability company (“Landlord”) and MARVELL SEMICONDUCTOR, INC., a
California corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”). 

 
 ARTICLE 1 
  
 REFERENCE 
  
 1.1 References. All references in this Lease (subject to any further
clarifications contained in this Lease) to the following terms shall have the following meaning or refer to the respective address, person, date, time period, amount, percentage, calendar year or fiscal year as below set forth: 
  

	Tenant’s Address for Notice:	  	 525 Almanor Avenue
 Sunnyvale, CA
94086
 Attention: John Henderson, Director of Facilities

		
	Landlord’s Address for Notices:	  	 c/o Menlo Equities LLC
 490 California
Avenue
 Fourth Floor
 Palo Alto, California
94306

		
	 Landlord’s Representative:
 Phone
Number:
	  	 Henry Bullock/Richard Holmstrom
 (650)
326-9300

		
	Lease Commencement Date:	  	June 1, 2000
		
	Intended Term:	  	Five (5) years
		
	Lease Expiration Date:	  	Five (5) years from the Lease Commencement Date, unless earlier terminated in accordance with the terms of this Lease.
		
	First Month’s Prepaid Rent:	  	$109,658.50
		
	Tenant’s Security Deposit:	  	$109,658.50
		
	Late Charge Amount:	  	Five Percent (5%) of the Delinquent Amount
		
	Tenant’s Required Liability Coverage:	  	$5,000,000 Combined Single Limit
		
	Tenant’s Broker(s):	  	None.
		
	Property:	  	That certain real property situated in the City of Sunnyvale, County of Santa Clara, State of California, as presently improved with 1 building, which real property is shown on
the Site Plan attached hereto as Exhibit “A”.
		
	Building:	  	That certain building on the Property in which the Leased Premises are located commonly known as 525 Almanor Avenue (the “Building”) which Building is shown outlined on
Exhibit “A” hereto.
		
	Outside Areas:	  	The “Outside Areas” shall mean all areas which are located outside the Building, such as pedestrian walkways, parking areas, landscaped areas, open areas and enclosed
trash disposal areas.
		
	Leased Premises:	  	Certain interior space within the Building,, consisting of approximately 31,331 square feet and, for purposes of this Lease, agreed to contain said number of square feet, as shown
outlined on Exhibit “B” hereto.
		
	Tenant’s Expense Share:	  	The term “Tenant’s Expense Share” shall mean the percentage obtained by dividing the rentable square footage of the Leased Premises at the time of calculation by
the rentable square footage of all buildings located on the Property at the time of calculation. Such percentage is currently 36.57%. In the event that any portion of the Property is sold by Landlord, or the rentable square footage of the Leased
Premises or the

  

 1. 









	 	  	Property is otherwise changed, Tenant’s Expense Share shall be recalculated to equal the percentage described in the first sentence of this paragraph, so that the aggregate
Tenant’s Expense Share of all tenants of the Property shall equal 100%. Tenant’s Expense Share is subject to adjustment as set forth in Paragraphs 13.12(b) and 13.12 (c).
		
	Base Monthly Rent:	  	The term “Base Monthly Rent” shall mean the following:
		
	 	  	Period
                                        
            Rent Per Square Foot
		
	 	  	Months 1-12
                                        
  $3.50
		
	 	  	At the end of the 12th month after the Lease
Commencement Date and at the end of each 12 month period thereafter (until the Lease Expiration Date), Base Monthly Rent shall be increased at a rate of 4% per annum compounded annually.
		
	Permitted Use:	  	General office, research and development and all related uses subject to compliance with all Laws and Private Restrictions.
		
	Exhibits:	  	The term “Exhibits” shall mean the Exhibits of this Lease which are described as follows:
		
	 	  	Exhibit “A” – Site Plan showing the Property and delineating the Building in which the Leased Premises are located.
		
	 	  	Exhibit “B” – Floor Plan showing the Building and delineating the Leased Premises within the Building.
		
	 	  	Exhibit “C” – Form of Tenant Estoppel Certificate

  
 ARTICLE 2

  
 LEASED PREMISES, TERM AND POSSESSION 
  
 2.1 Demise Of Leased Premises. Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord for Tenant’s own use in the conduct of Tenant’s business and not for purposes of speculating in real estate, for the Lease Term and upon the terms and subject to the conditions of this Lease, that certain
interior space described in Article 1 as the Leased Premises, reserving and excepting to Landlord the right to fifty percent (50%) of all assignment consideration and excess rentals as provided in Article 7 below. Tenant’s lease of the Leased
Premises, together with the appurtenant right to use the Outside Areas as described in Paragraph 2.2 below, shall be conditioned upon and be subject to the continuing compliance by Tenant with (i) all the terms and conditions of this Lease, (ii) all
Laws governing the use of the Leased Premises and the Property, (iii) all Private Restrictions, easements and other matters now of public record respecting the use of the Leased Premises and Property, and (iv) all reasonable rules and regulations
from time to time established by Landlord. 
  
 2.2 Right To Use Outside
Areas. As an appurtenant right to Tenant’s right to the use and occupancy of the Leased Premises, Tenant shall have the right to use the Outside Areas in conjunction with its use of the Leased Premises solely for the purposes for
which they were designated 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 1 and shall terminate concurrently with any
termination of this Lease. 
  
 2.3 Lease Commencement Date And Lease
Term. Subject to Paragraph 2.4 below, the term of this Lease shall begin, and the Lease Commencement Date shall be deemed to have occurred, on the Lease Commencement Date, as set forth in Article 1 (the “Lease Commencement
Date”). The term of this Lease shall in all events end on the Lease Expiration Date (as set forth in Article 1). The Lease Term shall be that period of time commencing on the Lease Commencement Date and ending on the Lease Expiration Date (the
“Lease Term”). Notwithstanding anything to the contrary contained herein, Tenant shall have the option to terminate this Lease upon six (6) months prior written notice to Landlord, which notice may only be given between the 18th and the 24th month of the Lease Term (such that any early termination date can be on sooner than two (2) years after the Lease Commencement Date and no later than two (2) and one half years after the Lease Commencement Date),
provided however, that such option to terminate this Lease is expressly conditioned upon Tenant having entered into a lease with an affiliate of Landlord for other premises with rentable square footage in excess of 100,000 square feet, prior
to the date Tenant delivers written notice of termination to Landlord. 
  
 2.4
Delivery Of Possession. Landlord shall deliver to Tenant possession of the Leased Premises, in the agreed condition, on the Lease Commencement Date. If Landlord is unable to so deliver possession of the Leased Premises to Tenant on or
before the Lease Commencement Date, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until the lapse of ninety (90) days after the Intended Commencement Date (the “delivery grace
period”); however, if Landlord’s inability to so deliver the Leased Premises to Tenant is caused by the existing tenant’s hold over in the Leased Premises beyond the term of its current lease or by Landlord’s gross negligence or
willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in
delivering possession of the Leased Premises to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession 

  

 2. 








 
of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force
Majeure or the actions or inactions of Tenant), then Tenant’s sole remedy shall be to terminate this Lease in which case Landlord shall return to Tenant all Prepaid Rent and the Security Deposit, and in no event shall Landlord be liable in
damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless
Landlord’s notice is not given in good faith. 
  
 2.5 Acceptance Of
Possession. Landlord agrees to deliver in good working order on the Lease Commencement Date, the roof surface and all existing electrical, mechanical, plumbing, lighting, heating, ventilating and air conditioning systems within the Leased
Premises. The Leased Premises shall be delivered to Tenant in a broom clean condition, with all of the current tenant’s furnishings, equipment, and materials removed. Except as set forth herein, Landlord shall have no obligation to improve or
repair the Leased Premises and Tenant agrees to accept the Leased Premises in their then “as-is” condition, with all faults. It is agreed that by occupying the Leased Premises, Tenant formally accepts same and acknowledges that the Leased
Premises are in the condition called for hereunder. Upon delivery of possession of the Leased Premises to Tenant, Landlord and Tenant shall walk through the Leased Premises and jointly determine an inventory of existing damage to the Leased Premises
no later than 15 days after delivery of possession of the Leased Premises to Tenant. Tenant’s restoration and repair obligations set forth in Paragraph 2.6 below shall not include any matters specifically set forth in such inventory that is
mutually agreed upon by Landlord and Tenant. 
  
 2.6 Surrender Of
Possession. Immediately prior to the expiration or upon the sooner 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 within the Leased Premises, the Building and the Outside Areas, and shall vacate and surrender the Leased Premises, the Building, the Outside Areas and the Property to
Landlord in the same condition, broom clean, as existed at the Lease Commencement Date, reasonable wear and tear excepted. Tenant shall repair all damage to the Leased Premises, the exterior of the Building and the Outside Areas caused by
Tenant’s removal of Tenant’s property. Tenant shall patch and refinish, to Landlord’s reasonable satisfaction, all penetrations made by Tenant or its employees to the floor, walls or ceiling of the Leased Premises, whether such
penetrations were made with Landlord’s approval or not. Tenant shall repair or replace all stained or damaged ceiling tiles, wall coverings and floor coverings to the reasonable satisfaction of Landlord. Tenant shall repair all damage caused by
Tenant to the exterior surface of the Building and the paved surfaces of the Outside Areas and, where necessary, replace or resurface same. Additionally, to the extent that Landlord shall have notified or is deemed to have notified Tenant in writing
at the time the improvements were completed that it desired to have certain improvements made by Tenant or at the request of Tenant removed at the expiration or sooner termination of the Lease, Tenant shall, upon the expiration or sooner termination
of the Lease, remove any such improvements constructed or installed by Landlord or Tenant and repair all damage caused by such removal. If the Leased Premises, the Building, the Outside Areas and the Property are not surrendered to Landlord in the
condition required by this paragraph at the expiration or sooner 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. Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Leased Premises, the Building and the Outside Areas to the required
condition, together with interest on all costs so incurred from the date paid by Landlord at the then maximum rate of interest not prohibited or made usurious by law until paid. Tenant shall pay to Landlord the amount of all costs so incurred plus
such interest thereon, within ten (10) days of Landlord’s billing Tenant for same. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in surrendering the Leased Premises, including, without limitation, any
claims made by any succeeding Tenant or any losses to Landlord with respect to lost opportunities to lease to succeeding tenants. 
  
 ARTICLE 3 
  
 RENT, LATE CHARGES AND SECURITY DEPOSITS 
  
 3.1 Base Monthly Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, Tenant shall pay to Landlord, without
prior demand therefor, in advance on the first day of each calendar month, the amount set forth as “Base Monthly Rent” in Article 1 (the “Base Monthly Rent”). 
  
 3.2 Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and
continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”)
the following amounts: 
  
 (a) An amount equal to all
Property Operating Expenses (as defined in Article 13) incurred by Landlord. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: 
  
 (i) Landlord may forward invoices or bills for such
expenses to Tenant, and Tenant shall, no later than ten (10) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or 
  
 (ii) Landlord may bill to Tenant, on a periodic basis not more frequently than monthly, the amount of
such expenses (or group of expenses) as paid or incurred by Landlord, and Tenant shall pay to Landlord the amount of such expenses within ten days after receipt of a written bill therefor from Landlord, and/or 
  

 3. 








 (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any
given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord
an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. 
  
 Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the
periodic basis on which such expenses are billed. 
  
 (b)
Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. 
  
 (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and 
  
 (d) Any other charges or reimbursements due Landlord from Tenant
pursuant to the terms of this Lease. 
  
 Notwithstanding the foregoing, Landlord
may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord
no later than ten (10) days before such Real Property Taxes become delinquent. 
  
 3.3 Year-End Adjustments. If Landlord shall have elected to bill Tenant for the Property Operating Expenses (or any group of such expenses) on an estimated basis in accordance with the provisions of Paragraph
3.2(a)(iii) above, Landlord shall furnish to Tenant within three months following the end of the applicable calendar or fiscal year, as the case may be, a statement setting forth (i) the amount of such expenses paid or incurred during the just ended
calendar or fiscal year, as appropriate, and (ii) the amount that Tenant has paid to Landlord for credit against such expenses for such period. If Tenant shall have paid more than its obligation for such 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 Additional Rent that would otherwise be due or (ii) refund in cash to Tenant the amount of such overpayment. If such year-end
statement shall show that Tenant did not pay its obligation for such expenses in full, then Tenant shall pay to Landlord the amount of such underpayment within ten days from Landlord’s billing of same to Tenant. The provisions of this Paragraph
shall survive the expiration or sooner termination of this Lease. 
  
 3.4
Late Charge, And Interest On Rent In Default. Tenant acknowledges that the late payment by Tenant of any monthly installment of Base Monthly Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not
contemplated under this Lease, the exact amounts of which are extremely difficult or impractical to fix. Such costs and expenses will include without limitation, administration and collection costs and processing and accounting expenses. Therefor,
if any installment of Base Monthly Rent is not received by Landlord from Tenant within five (5) calendar days after the same becomes due, Tenant shall immediately pay to Landlord a late charge in an amount equal to the amount set forth in Article 1
as the “Late Charge Amount,” and if any Additional Rent is not received by Landlord when the same becomes due, Tenant shall immediately pay to Landlord a late charge in an amount equal to 5% of the Additional Rent not so paid. Landlord and
Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the anticipated loss Landlord would suffer by reason of Tenant’s failure to make timely payment. In no event
shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rental installment or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s
failure to pay each rental installment due under this Lease when due, including the right to terminate this Lease. If any rent remains delinquent for a period in excess of five (5) calendar days, then, in addition to such late charge, Tenant shall
pay to Landlord interest on any rent that is not so paid from said tenth day at the then maximum rate of interest not prohibited or made usurious by Law until paid. 
  
 3.5 Payment Of Rent. Except as specifically provided otherwise in this Lease, all rent shall be paid in lawful money of
the United States, without any abatement, reduction or offset for any reason whatsoever, to Landlord at such address as Landlord may designate from time to time. Tenant’s obligation to pay Base Monthly Rent and all Additional Rent shall be
appropriately prorated at the commencement and expiration of the Lease Term. The failure by Tenant to pay any Additional Rent as required pursuant to this Lease when due shall be treated the same as a failure by Tenant to pay Base Monthly Rent when
due, and Landlord shall have the same rights and remedies against Tenant as Landlord would have had Tenant failed to pay the Base Monthly Rent when due. 
  
 3.6 Prepaid Rent. Tenant shall, upon execution of this Lease, pay to Landlord the amount set forth in Article 1 as “First Month’s Prepaid
Rent” as prepayment of rent for credit against the first payment of Base Monthly Rent due hereunder. 
  
 3.7 Security Deposit. Tenant has deposited or shall deposit concurrently with Tenant’s execution of this Lease, with Landlord the amount set forth in Article 1 as the “Security
Deposit” as security for the performance by Tenant of the terms of this Lease to be performed by Tenant, and not as prepayment of rent. Tenant hereby grants to Landlord a security interest in the Security Deposit, including but not limited to
replenishments thereof. Landlord may apply such portion or portions of the Security Deposit as are reasonably necessary for the following purposes: (i) to remedy any default by Tenant in the payment of Base Monthly Rent or Additional Rent or a late
charge or interest on defaulted rent, or any other monetary payment obligation of Tenant under this Lease; (ii) to repair damage to the Leased Premises, the Building or the Outside Areas caused or permitted to occur by Tenant; (iii) to clean and
restore and repair the Leased Premises, the Building or the Outside Areas following their surrender to Landlord if not surrendered in the condition required pursuant to the provisions of Article 2, and (iv) to remedy any other default of Tenant to
the extent permitted by Law including, without limitation, paying in full on Tenant’s 

  

 4. 








 
behalf any sums claimed by materialmen or contractors of Tenant to be owing to them by Tenant for work done or improvements made at Tenant’s request to
the Leased Premises. In this regard, Tenant hereby waives any restriction on the uses to which the Security Deposit may be applied as contained in Section 1950.7(c) of the California Civil Code and/or any successor statute. In the event the Security
Deposit or any portion thereof is so used, Tenant shall pay to Landlord, promptly upon demand, an amount in cash sufficient to restore the Security Deposit to the full original sum. If Tenant fails to promptly restore the Security Deposit and if
Tenant shall have paid to Landlord any sums as “Last Month’s Prepaid Rent,” Landlord may, in addition to any other remedy Landlord may have under this Lease, reduce the amount of Tenant’s Last Month’s Prepaid Rent by
transferring all or portions of such Last Month’s Prepaid Rent to Tenant’s Security Deposit until such Security Deposit is restored to the amount set forth in Article 1. Landlord shall not be deemed a trustee of the Security Deposit.
Landlord may use the Security Deposit in Landlord’s ordinary business and shall not be required to segregate it from Landlord’s general accounts. Tenant shall not be entitled to any interest on the Security Deposit. If Landlord transfers
the Building or the Property during the Lease Term, Landlord may pay the Security Deposit to any subsequent owner in conformity with the provisions of Section 1950.7 of the California Civil Code and/or any successor statute, in which event the
transferring landlord shall be released from all liability for the return of the Security Deposit. Tenant specifically grants to Landlord (and Tenant hereby waives the provisions of California Civil Code Section 1950.7 to the contrary) a period of
sixty days following a surrender of the Leased Premises by Tenant to Landlord within which to inspect the Leased Premises, make required restorations and repairs, receive and verify workmen’s billings therefor, and prepare a final accounting
with respect to the Security Deposit. In no event shall the Security Deposit or any portion thereof, be considered prepaid rent. 
  
 ARTICLE 4 
  
 USE OF LEASED PREMISES AND OUTSIDE AREA 
  
 4.1 Permitted Use. Tenant shall be entitled to use the Leased Premises solely for the “Permitted Use” as set forth in Article 1 and for no other purpose whatsoever. Tenant shall have the
right to vacate the Leased Premises at any time during the Term of this Lease, provided Tenant maintains the Leased Premises in the same condition as if fully occupied and as otherwise required by the terms of this Lease. Tenant shall have the right
to use the Outside Areas in conjunction with its Permitted Use of the Leased 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 Leased Premises, the Building, the Outside Areas or the Property which does or could (i) jeopardize the structural integrity of the Building or (ii) cause damage to any part of the Leased Premises, the Building, the
Outside Areas or the Property. Tenant shall not operate any equipment within the Leased Premises which does or could (i) injure, vibrate or shake the Leased Premises or the Building, (ii) damage, overload or impair the efficient operation of any
electrical, plumbing, heating, ventilating or air conditioning systems within or servicing the Leased Premises or the Building, or (iii) damage or impair the efficient operation of the sprinkler system (if any) within or servicing the Leased
Premises or the Building. Except as provided in Paragraph 4.14 hereof, Tenant shall not install any equipment or antennas on or make any penetrations of the exterior walls or roof of the Building and Tenant shall not affix any equipment to or make
any penetrations or cuts in the floor, ceiling, walls or roof of the Leased Premises. 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 in the drainage systems of the Leased Premises, the Building, the Outside Areas or the Property.
Tenant shall not drain or discharge any fluids in the landscaped areas or across the paved areas of the Property. Tenant shall not use any of the Outside Areas for the storage of its materials, supplies, inventory or equipment and all such
materials, supplies, inventory or equipment shall at all times be stored within the Leased Premises. Tenant shall not commit nor permit to be committed any waste in or about the Leased Premises, the Building, the Outside Areas or the Property.

  
 4.3 Noise And Emissions. All noise generated by Tenant in
its use of the Leased 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 Leased Premises shall be sufficiently dissipated in accordance with sound environmental practice and exhausted from the Leased 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 Leased Premises, the Building, the Outside Areas or the Property 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 Leased 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 Property. Tenant shall keep the Leased Premises and the Outside Areas in a clean, safe and neat condition free
and clear of all of Tenant’s trash, garbage, waste and/or boxes, pallets and containers containing same at all times. 
  
 4.5 Parking. 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 Property. Tenant agrees to assume responsibility for compliance by its employees and invitees with the parking provisions contained herein. If Tenant or its employees park any vehicle within the Property in violation
of these provisions, then Landlord may, upon prior written notice to Tenant giving Tenant one (1) day (or any applicable statutory notice period, if longer than one (1) day) to remove such vehicle(s), 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, One Hundred Dollars ($100) per day for each day or partial day that each such vehicle is so parked within the Property. Landlord reserves the
right to grant 

  

 5. 








 
easements and access rights to others for use of the parking areas on the Property, provided that such grants do not materially interfere with Tenant’s
use of the parking areas. 
  
 4.6 Signs. Except for business
identification signs permitted by this Paragraph 4.6, Tenant shall not place or install on or within any portion of the Leased Premises, the exterior of the Building, the Outside Areas or the Property any sign, advertisement, banner, placard, or
picture which is visible from the exterior of the Leased Premises. Tenant shall not place or install on or within any portion of the Leased Premises, the exterior of the Building, the Outside Areas or the Property any business identification sign
which is visible from the exterior of the Leased Premises until Landlord shall have approved in writing and in its sole discretion the location, size, content, design, method of attachment and material to be used in the making of such sign;
provided, however, that so long as such signs are normal and customary business directional or identification signs within the Building, Tenant shall not be required to obtain Landlord’s approval. Any sign, once approved by Landlord,
shall be installed at Tenant’s sole cost and expense and only in strict compliance with Landlord’s approval, using a person approved by Landlord to install same. Landlord may remove any signs (which have not been approved in writing by
Landlord), advertisements, banners, placards or pictures so placed by Tenant on or within the Leased Premises, the exterior of the Building, the Outside Areas or the Property 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. Tenant shall 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 termination of this Lease. 
  
 4.7 Compliance With Laws And Private Restrictions. Subject to the provisions of Section 6.3 below, Tenant shall abide
by and shall promptly observe and comply with, at its sole cost and expense, all Laws and Private Restrictions respecting the use and occupancy of the Leased Premises, the Building, the Outside Areas or the Property including, without limitation,
all Laws governing the use and/or disposal of hazardous materials, and shall defend with competent counsel, indemnify and hold Landlord harmless from any claims, damages or liability resulting from Tenant’s failure to so abide, observe, or
comply. Tenant’s obligations hereunder shall survive the expiration or sooner termination of this Lease. 
  
 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 nor 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 Leased Premises, the Building, the Outside Areas or the Property which (i) is
prohibited under the terms of any such policies, (ii) could result in the termination of the coverage afforded under any of such policies, (iii) could give to the insurance carrier the right to cancel any of such policies, or (iv) 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, insurance underwriter, or Board of Fire Underwriters which are necessary 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 agents shall have the right to enter the Leased Premises during normal business hours after
giving Tenant reasonable notice (at least 24 hours) and subject to Tenant’s reasonable security measures for the purpose of (i) inspecting the same; (ii) showing the Leased Premises to prospective purchasers, mortgagees or tenants; (iii) making
necessary alterations, additions or repairs; and (iv) performing any of Tenant’s obligations when Tenant has failed to do so. Landlord shall have the right to enter the Leased Premises during normal business hours (or as otherwise agreed),
subject to Tenant’s reasonable security measures, for purposes of supplying any maintenance or services agreed to be supplied by Landlord. 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 nonresponsibility (and for such purposes Tenant shall provide Landlord at least thirty days’ prior written notice of any work to be performed on the Leased
Premises); and (iii) supplying any services to be provided by Landlord. Any entry into the Leased Premises or the Outside Areas obtained by Landlord in accordance with this paragraph shall not under any circumstances be construed or deemed to be a
forcible or unlawful entry into, or a detainer of, the Leased Premises, or an eviction, actual or constructive of Tenant from the Leased Premises or any portion thereof. 
  
 4.10 Use Of Outside Areas. Tenant, in its use of the Outside Areas, 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 which are not specifically permitted by Landlord to be stored or located thereon by Tenant. If,
in the opinion of Landlord, 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 Law, such unauthorized use, and shall initiate such appropriate proceedings as may be required to so restrain such use. Landlord reserves the right to grant easements and access rights to others for use of the Outside Areas and shall
not be liable to Tenant for any diminution in Tenant’s right to use the Outside Areas as a result. 
  
 4.11 Environmental Protection. Tenant’s obligations under this Paragraph 4.11 shall survive the expiration or termination of this Lease. 
  
 (a) As used herein, the term “Hazardous Materials” shall mean any toxic or hazardous substance, material or
waste or any pollutant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances
included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,”
“toxic substances,” “hazardous air pollutant,” “toxic pollutant,” or “solid waste” in the (a) Comprehensive Environmental Response, Compensation and Liability Act of 1990 (“CERCLA” or
“Superfund”), as amended by the Superfund 

  

 6. 








 
Amendments and Reauthorization Act of 1986 (“SARA”), 42 U.S.C. § 9601 et seq., (b) Resource Conservation and Recovery Act of 1976
(“RCRA”), 42 U.S.C. § 6901 et seq., (c) Federal Water Pollution Control Act (“FSPCA”), 33 U.S.C. § 1251 et seq., (d) Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq., (e) Toxic
Substances Control Act (“TSCA”), 14 U.S.C. § 2601 et seq., (f) Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., (g) Carpenter-Presley-Tanner Hazardous Substance Account Act (“California
Superfund”), Cal. Health & Safety Code § 25300 et seq., (h) California Hazardous Waste Control Act, Cal. Health & Safety code § 25100 et seq., (i) Porter-Cologne Water Quality Control Act (“Porter-Cologne
Act”), Cal. Water Code § 13000 et seq., (j) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety codes § 25220 et seq., (k) Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”),
Cal. Health & Safety code § 25249.5 et seq., (l) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety code § 25280 et seq., (m) Air Resources Law, Cal. Health & Safety Code § 39000 et
seq., and (n) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all
other biohazardous wastes and substances, materials and wastes which are, or in the future become, regulated under applicable Laws for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials
or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene
and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinted biphenyls, (v) flammable explosives, (vi) urea formaldehyde, (vii) radioactive materials and waste, and (viii) materials and wastes
that are harmful to or may threaten human health, ecology or the environment. 
  
 (b) Notwithstanding anything to the contrary in this Lease, Tenant, at its sole cost, shall comply with all Laws relating to the storage, use and disposal of Hazardous Materials; provided, however, that
Tenant shall not be responsible for contamination of the Leased Premises by Hazardous Materials existing as of the date the Leased Premises are delivered to Tenant (whether before or after the Lease Commencement Date) unless caused by Tenant. Tenant
shall not store, use or dispose of any Hazardous Materials except for those Hazardous Materials listed in a Hazardous Materials management plan (“HMMP”) which Tenant shall deliver to Landlord upon execution of this Lease and update at
least annually with Landlord (“Permitted Materials”) which may be used, stored and disposed of provided (i) such Permitted Materials are used, stored, transported, and disposed of in strict compliance with applicable laws, (ii) such
Permitted Materials shall be limited to the materials listed on and may be used only in the quantities specified in the HMMP, and (iii) Tenant shall provide Landlord with copies of all material safety data sheets and other documentation required
under applicable Laws in connection with Tenant’s use of Permitted Materials as and when such documentation is provided to any regulatory authority having jurisdiction, in no event shall Tenant cause or permit to be discharged into the plumbing
or sewage system of the Building or onto the land underlying or adjacent to the Building any Hazardous Materials. Tenant shall be solely responsible for and shall defend, indemnify, and hold Landlord and its agents harmless from and against all
claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with Tenant’s storage, use and/or disposal of Hazardous Materials. If the presence of Hazardous Materials on the Leased Premises caused or
permitted by Tenant results in contamination or deterioration of water or soil, then Tenant shall promptly take any and all action necessary to clean up such contamination, but the foregoing shall in no event be deemed to constitute permission by
Landlord to allow the presence of such Hazardous Materials. At any time prior to the expiration of the Lease Term if Tenant has a reasonable basis to suspect that there has been any release or the presence of Hazardous Materials in the ground or
ground water on the Leased Premises which did not exist upon commencement of the Lease Term, Tenant shall have the right to conduct appropriate tests of water and soil and to deliver to Landlord the results of such tests to demonstrate that no
contamination in excess of permitted levels has occurred as a result of Tenant’s use of the Leased Premises. Tenant shall further be solely responsible for, and shall defend, indemnify, and hold Landlord and its agents harmless from and against
all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with any removal, cleanup and restoration work and materials required hereunder to return the Leased Premises and any other property of
whatever nature to their condition existing prior to the appearance of the Hazardous Materials. 
  
 (c) Upon termination or expiration of the Lease, Tenant at its sole expense shall cause all Hazardous Materials placed in or about the Leased
Premises, the Building and/or the Property by Tenant, its agents, contractors, or invitees, and all installations (whether interior or exterior) made by or on behalf of Tenant relating to the storage, use, disposal or transportation of Hazardous
Materials to be removed from the property and transported for use, storage or disposal in accordance and compliance with all Laws and other requirements respecting Hazardous Materials used or permitted to be used by Tenant. If required by law,
Tenant shall apply for and shall obtain from all appropriate regulatory authorities (including any applicable fire department or regional water quality control board) all permits, approvals and clearances necessary for the closure of the Property
and shall take all other actions as may be required to complete the closure of the Building and the Property. In addition, prior to vacating the Leased Premises, if Landlord has reason to believe Tenant has used Hazardous Materials on the Leased
Premises, Outside Areas or Property (other than de minimis amounts of ordinary office supplies), Tenant shall undertake and submit to Landlord an environmental site assessment from an environmental consulting company reasonably acceptable to
Landlord which site assessment shall evidence Tenant’s compliance with this Paragraph 4.11. 
  
 (d) At any time prior to expiration of the Lease term, subject to reasonable prior notice (not less than forty-eight (48) hours) and Tenant’s
reasonable security requirements and provided such activities do not unreasonably interfere with the conduct of Tenant’s business at the Leased Premises, Landlord shall have the right to enter in and upon the Property, Building and Leased
Premises in order to conduct appropriate tests of water and soil to determine whether levels of any Hazardous Materials in excess of legally permissible levels has occurred as a result of Tenant’s use thereof. Landlord shall furnish copies of
all such test results and reports to Tenant and, at Tenant’s option and cost, shall permit split sampling for testing and analysis by Tenant. Such testing shall be at Tenant’s expense if Landlord has a reasonable basis for suspecting and
confirms the presence of Hazardous Materials in the soil or surface or ground water in, on, under, or about the Property, the Building or the Leased Premises, which has been caused by or resulted from the activities of Tenant, its agents,
contractors, or invitees. 
  

 7. 








 (e) Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental
agencies in reducing actual or potential environmental damage. 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 the requirements and recommendations of governmental agencies regulating, or otherwise involved in, the protection of the environment. 
  
 4.12 Rules And Regulations. Landlord shall have the right from time to time to establish reasonable rules and regulations and/or amendments or
additions thereto respecting the use of the Leased Premises and the Outside Areas for the care and orderly management of the Property. Upon delivery to Tenant of a copy of such rules and regulations or any amendments or additions thereto, Tenant
shall comply with such rules and regulations. A violation by Tenant of any of such rules and regulations shall constitute a default by Tenant under this Lease. If there is a conflict between the rules and regulations and any of the provisions of
this Lease, the provisions of this Lease shall prevail. Landlord shall not be responsible or liable to Tenant for the violation of such rules and regulations by any other tenant of the Property. 
  
 4.13 Reservations. Landlord reserves the right from time to time to grant, without the
consent or joinder of Tenant, such easements, rights of way and dedications that Landlord deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights of way and dedications do not unreasonably
interfere with the use of the Leased Premises by Tenant. Tenant agrees to execute any documents reasonably requested by Landlord to effectuate any such easement rights, dedications, maps or restrictions. 
  
 4.14 Roof.. Notwithstanding any provision of this Lease to the contrary,
Landlord hereby reserves to itself and its designees all rights of access, use and occupancy of the Building roof, and Tenant shall have no right of access, use or occupancy of the Building roof except (if at all) to the extent required in order to
enable Tenant to perform Tenant’s maintenance and repair obligations pursuant to this Lease. Subject to Tenant’s restoration and repair obligations under Paragraph 2.6, Tenant at its sole cost and expense shall have the right to install on
the roof of the Building, satellite dishes and television antennas (collectively, “Roof Communications Equipment”) required in connection with Tenant’s communications and data transmission network, in an area designated by Landlord no
larger than 20 feet by 20 feet, provided such installation does not impact the structural integrity of the Building. Tenant shall supply Landlord with detailed plans and specifications of the Roof Communications Equipment prior to the installation
thereof. Furthermore, Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for the Roof Communications Equipment, and shall
provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such Roof Communications Equipment. Tenant shall pay for any and all costs and expenses in connection with, and shall repair all damage to the roof
resulting from, the installation, maintenance, use and removal of the Roof Communications Equipment. 
  
 ARTICLE 5 
  
 REPAIRS, MAINTENANCE, SERVICES AND UTILITIES 
  
 5.1
Repair And Maintenance. Except in the case of damage to or destruction of the Leased Premises, the Building, the Outside Areas or the Property caused by an act of God or other peril, in which case the provisions of Article 10 shall
control, the parties shall have the following obligations and responsibilities with respect to the repair and maintenance of the Leased Premises, the Building, the Outside Areas, and the Property. 
  
 (a) Tenant’s Obligations. Tenant shall, at all times
during the Lease Term and at its sole cost and expense, regularly clean and continuously keep and maintain in good order, condition and repair the Leased Premises and every part thereof including, without limiting the generality of the foregoing,
(i) all interior walls, floors and ceilings, (ii) all windows, doors and skylights, (iii) all electrical wiring, conduits, connectors and fixtures, (iv) all plumbing, pipes, sinks, toilets, faucets and drains, (v) all lighting fixtures, bulbs and
lamps and all heating, ventilating and air conditioning equipment, and (vi) all entranceways to the Leased Premises. Tenant, if requested to do so by Landlord, shall hire, at Tenant’s sole cost and expense, a licensed heating, ventilating and
air conditioning contractor to regularly and periodically (not less frequently than every three months) inspect and perform required maintenance on the heating, ventilating and air conditioning equipment and systems serving the Leased Premises, or
alternatively, Landlord may, at its election, contract in its own name for such regular and periodic inspections of and maintenance on such heating, ventilating and air conditioning equipment and systems and charge to Tenant, as Additional Rent, the
cost thereof. Tenant, if requested to do so by Landlord, shall hire, at Tenant’s sole cost and expense, a licensed roofing contractor to regularly and periodically (not less frequently than every three months) inspect and perform required
maintenance on the roof of the Leased Premises, or alternatively, Landlord may, at its election, contract in its own name for such regular and periodic inspections of and maintenance on the roof and charge to Tenant, as Additional Rent, the cost
thereof. Tenant shall, at all times during the Lease Term, keep in a clean and safe condition the Outside Areas. Tenant shall, at its sole cost and expense, repair all damage to the Leased Premises, the Building, the Outside Areas or the Property
caused by the activities of Tenant, its employees, invitees or contractors promptly following written notice from Landlord to so repair such damages. If Tenant shall fail to perform the required maintenance or fail to make repairs required of it
pursuant to this paragraph 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. All glass within or a part of the Leased 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. 
  
 (b) Landlord’s Obligation. Landlord shall, at all times during the Lease Term, maintain in good condition and repair the foundation, roof
structure, roof membrane, load-bearing and exterior walls of the Building. The provisions of this subparagraph (b) shall in no way limit the right of Landlord to charge to Tenant, as Additional 

  

 8. 








 
Rent pursuant to Article 3 (to the extent permitted pursuant to Article 3), the costs incurred by Landlord in performing such maintenance and/or making such
repairs. 
  
 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 Leased Premises. In the event that such services are not separately metered, Tenant shall, at its sole expense, cause such meters to be installed. Landlord shall
maintain the water meter(s) in its own name; provided, however, that if at any time during the Lease 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
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 Leased Premises are adequate
for Tenant’s needs. Tenant shall be responsible for determining if the existing sanitary and storm sewer systems now servicing the Leased Premises and the Property 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 Leased Premises, irrespective of whether or not the services are maintained in Landlord’s or Tenant’s name. 
  
 5.3 Security. Tenant acknowledges that Landlord has not undertaken any
duty whatsoever to provide security for the Leased Premises, the Building, the Outside Areas or the Property 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. 
  
 5.4 Energy And Resource Consumption. 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 Property. 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 (i) in order to maximize the efficient operation of the electrical,
heating, ventilating and air conditioning systems and all other energy or other resource consumption systems with the Property and/or (ii) in order to comply with the requirements and recommendations of utility suppliers and governmental agencies
regulating the consumption of energy and/or other resources. 
  
 5.5
Limitation Of Landlord’s Liability. Landlord shall not be liable to Tenant for injury to Tenant, its employees, agents, invitees or contractors, damage to Tenant’s property or loss of Tenant’s business or profits,
nor shall Tenant be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of (i) Landlord’s failure to provide security services or systems within the Property for the protection of the Leased Premises, the
Building or the Outside Areas, or the protection of Tenant’s property or Tenant’s employees, invitees, agents or contractors, or (ii) Landlord’s failure to perform any maintenance or repairs to the Leased Premises, the Building, the
Outside Areas or the Property until Tenant shall have first notified Landlord, in writing, of the need for such maintenance or repairs, and then only after Landlord shall have had a reasonable period of time following its receipt of such notice
within which to perform such maintenance or repairs, or (iii) any failure, interruption, rationing or other curtailment in the supply of water, electric current, gas or other utility service to the Leased Premises, the Building, the Outside Areas or
the Property from whatever cause (other than Landlord’s sole active negligence or willful misconduct), or (iv) the unauthorized intrusion or entry into the Leased Premises by third parties (other than Landlord). 
  
 ARTICLE 6 
  
 ALTERATIONS AND IMPROVEMENTS 
  
 6.1 By Tenant. Tenant shall not make any alterations to or modifications of the
Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may not be unreasonably withheld by Landlord. Tenant’s written
request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is
not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall be deemed to have made the election at the
time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and
governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all
Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals
and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) 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 (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its
reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or
the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises, except as specifically provided in this Lease. As used in this Article, the
term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. 
  
 6.2 Ownership Of Improvements. All modifications, alterations and
improvements made or added to the Leased Premises by Tenant (other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade 

  

 9. 








 
fixtures) shall be deemed real property and a part of the Leased Premises, but shall remain the property of Tenant during the Lease, and Tenant hereby
covenants and agrees not to grant a security interest in any such items to any party other than Landlord. Any such modifications, alterations or improvements, once completed, shall not be altered or removed from the Leased Premises during the Lease
Term without Landlord’s written approval first obtained in accordance with the provisions of Paragraph 6.1 above. At the expiration or sooner termination of this Lease, all such modifications, alterations and improvements other than
Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures, shall automatically become the property of Landlord and shall be surrendered to Landlord as part of the Leased Premises as required pursuant to Article 2,
unless Landlord shall require Tenant to remove any of such modifications, alterations or improvements in accordance with the provisions of Article 2, in which case Tenant shall so remove same. Landlord shall have no obligations to reimburse Tenant
for all or any portion of the cost or value of any such modifications, alterations or improvements so surrendered to Landlord. All modifications, alterations or improvements which are installed or constructed on or attached to the Leased Premises by
Landlord and/or at Landlord’s expense shall be deemed real property and a part of the Leased Premises and shall be property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning,
window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to the Leased Premises and not trade fixtures of Tenant. 
  

6.3 Alterations Required By Law. Tenant shall make all modifications, alterations and improvements to the Leased Premises, at its sole cost, that
are required by any Law because of (i) Tenant’s use or occupancy of the Leased Premises, the Building, the Outside Areas or the Property, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s making of
any modifications, alterations or improvements to or within the Leased Premises. If Landlord shall, at any time during the Lease Term, be required by any governmental authority to make any modifications, alterations or improvements to the Building
or the Property, the cost incurred by Landlord in making such modifications, alterations or improvements, including interest at a rate equal to the greater of (a) 12%, or (b) the sum of that rate quoted by Wells Fargo Bank, N.T. & S.A. from time
to time as its prime rate, plus two percent (2%) (“Wells Prime Plus Two”) (but in no event more than the maximum rate of interest not prohibited or made usurious), shall be amortized by Landlord over the useful life of such modifications,
alterations or improvements, as determined in accordance with generally accepted accounting principles, and the monthly amortized cost of such modifications, alterations and improvements as so amortized shall be considered a Property Maintenance
Cost. 
  
 6.4 Liens. Tenant shall keep the Property and every
part thereof free from any lien, and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant, its agents, employees or contractors relating to the Property. If any such claim of lien is
recorded against Tenant’s interest in this Lease, the Property or any part thereof, Tenant shall bond against, discharge or otherwise cause such lien to be entirely released within ten days after the same has been recorded. Tenant’s
failure to do so shall be conclusively deemed a material default under the terms of this Lease. 
  
 ARTICLE 7 
  
 ASSIGNMENT
AND SUBLETTING BY TENANT 
  
 7.1 By Tenant. Tenant shall not
sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent which shall not be unreasonably withheld. Any attempted subletting or
assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the
acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by
Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be
reasonable for Landlord to withhold its consent in the following instances: 
  
 (a) the proposed assignee or sublessee is a governmental agency; 
  
 (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other
than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; 
  
 (c) in Landlord’s reasonable judgment, the financial worth of the proposed assignee is less than that of Tenant;

  
 (d) the proposed assignee or sublessee (or any of its
affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy,
or has been adjudged insolvent; 
  
 (e) Landlord has
experienced a previous default by or is in litigation with the proposed assignee or sublessee; 
  
 (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; 
  
 (g) the use of the Leased Premises by the proposed assignee or
sublessee will violate any applicable law, ordinance or regulation; 
  

 10. 








 (h) the proposed assignee or sublessee is, as of the date of this Lease, a tenant in the Building;

  
 (i) the proposed assignment or sublease fails to
include all of the terms and provisions required to be included therein pursuant to this Article 7; 
  
 (j) Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three or more occasions during
the 12 months preceding the date that Tenant shall request consent; or 
  
 (k) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than two subparcels or would require improvements to be made outside of the
Leased Premises. 
  
 7.2 Merger, Reorganization, or Sale of
Assets. Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, or the sale or transfer of
all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the ownership of and the right to vote stock possessing more
than fifty percent of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or
by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide
Landlord with a statement certified by the Tenant’s chief operating officer, which shall provide the following information: (a) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided
Tenant’s shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including,
without limitation, a merger or consolidation; and (e) any other information regarding Tenant’s ownership that Landlord reasonably requests. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent, sublet the
Leased Premises or assign this Lease to (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant, (ii) a successor entity resulting from a merger, consolidation, or
nonbankruptcy reorganization by Tenant, or (iii) a purchaser of substantially all of Tenant’s assets located in the Leased Premises, provided that the successor entity, assignee or subtenant has a net worth equal to or greater than that of
Tenant prior to the date of the transfer and provided that Tenant remains fully and primarily liable under this Lease. 
  
 7.3 Landlord’s Election. If Tenant shall desire to assign its interest under the Lease or to sublet the Leased Premises, Tenant must first notify
Landlord, in writing, of its intent to so assign or sublet, at least thirty (30) days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than one hundred eighty days in advance of
such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or sublessee, the property assignee’s or sublessee’s intended use of the Leased Premises, current financial
statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles) of such proposed assignee or sublessee, the form of documents to be used in effectuating
such assignment or subletting and such other information as Landlord may reasonably request. Landlord shall have a period of ten (10) business days following receipt of such notice and the required information within which to do one of the
following: (i) consent to such requested assignment or subletting subject to Tenant’s compliance with the conditions set forth in Paragraph 7.4 below, or (ii) refuse to so consent to such requested assignment or subletting, provided that such
consent shall not be unreasonably refused, or (iii) terminate this Lease as to the entirety of the Leased Premises, or, at Landlord’s sole option, as to only such portion of the Leased Premises as is the subject of the proposed assignment or
subletting. During such ten (10) business day period, Tenant covenants and agrees to supply to Landlord, upon request, all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting
and/or the proposed assignee or sublessee. 
  
 7.4 Conditions To
Landlord’s Consent. If Landlord elects to consent, or shall have been ordered to so consent by a court of competent jurisdiction, to such requested assignment or subletting, such consent shall be expressly conditioned upon the
occurrence of each of the conditions below set forth, and any purported assignment or subletting made or ordered prior to the full and complete satisfaction of each of the following conditions shall be void and, at the election of Landlord, which
election may be exercised at any time following such a purported assignment or subletting but prior to the satisfaction of each of the stated conditions, shall constitute a material default by Tenant under this Lease until cured by satisfying in
full each such condition by the assignee or sublessee. The conditions are as follows: 
  
 (a) Landlord having approved in form and substance the assignment or sublease agreement and any ancillary documents, which approval shall not be unreasonably withheld by Landlord if the requirements of this
Article 7 are otherwise complied with. 
  
 (b) Each such
sublessee or assignee having agreed, in writing satisfactory to Landlord and its counsel and for the benefit of Landlord, to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant which relate to space being
subleased. 
  
 (c) Tenant having fully and completely
performed all of its obligations under the terms of this Lease through and including the date of such assignment or subletting. 
  
 (d) Tenant having reimbursed to Landlord all reasonable costs and reasonable attorneys’ fees incurred by Landlord in conjunction with the
processing and documentation of any such requested subletting or assignment. 
  

 11. 








 (e) Tenant having delivered to Landlord a complete and fully-executed duplicate original of such
sublease agreement or assignment agreement (as applicable) and all related agreements. 
  
 (f) Tenant having paid, or having agreed in writing to pay as to future payments, to Landlord fifty percent (50%) of all assignment consideration or excess rentals to be paid to Tenant or to any other on
Tenant’s behalf or for Tenant’s benefit for such assignment or subletting as follows: 
  
 (i) If Tenant assigns its interest under this Lease and if all or a portion of the consideration for such assignment is to be paid
by the assignee at the time of the assignment, that Tenant shall have paid to Landlord and Landlord shall have received an amount equal to fifty percent (50%) of the assignment consideration so paid or to be paid (whichever is the greater) at the
time of the assignment by the assignee; or 
  
 (ii) If Tenant assigns its interest under this Lease and if Tenant is to receive all or a portion of the consideration for such assignment in future installments, that Tenant and Tenant’s assignee shall have entered into a
written agreement with and for the benefit of Landlord satisfactory to Landlord and its counsel whereby Tenant and Tenant’s assignee jointly agree to pay to Landlord an amount equal to fifty percent (50%) of all such future assignment
consideration installments to be paid by such assignee as and when such assignment consideration is so paid. 
  
 (iii) If Tenant subleases the Leased Premises, that Tenant and Tenant’s sublessee shall have entered into a written agreement
with and for the benefit of Landlord satisfactory to Landlord and its counsel whereby Tenant and Tenant’s sublessee jointly agree to pay to Landlord fifty percent (50%) of all excess rentals to be paid by such sublessee as and when such excess
rentals are so paid. 
  
 7.5 Assignment Consideration And Excess Rentals
Defined. For purposes of this Article, including any amendment to this Article by way of addendum or other writing, the term “assignment consideration” shall mean all consideration to be paid by the assignee to Tenant or to any
other party on Tenant’s behalf or for Tenant’s benefit as consideration for such assignment, after deduction for reasonable leasing commissions and reasonable legal fees incurred by Tenant in connection with such assignment, but without
deduction for any other costs or expenses (including, without limitation, capital improvements, building upgrades, permit fees, attorneys’ fees, and other consultants’ fees), and the term “excess rentals” shall mean all
consideration to be paid by the sublessee to Tenant or to any other party on Tenant’s behalf or for Tenant’s benefit for the sublease of the Leased Premises in excess of the rent due to Landlord under the terms of this Lease for the same
period, after deduction for reasonable leasing commissions and reasonable legal fees incurred by Tenant in connection with such sublease, but without deduction for any other costs or expenses(including, without limitation, capital improvements,
building upgrades, permit fees, attorneys’ fees, and other consultants’ fees). Tenant agrees that the portion of any assignment consideration and/or excess rentals arising from any assignment or subletting by Tenant which is to be paid to
Landlord pursuant to this Article now is and shall then be the property of Landlord and not the property of Tenant. 
  
 7.6 Payments. All payments required by this Article to be made to Landlord shall be made in cash in full as and when they become due. At the time
Tenant, Tenant’s assignee or sublessee makes each such payment to Landlord, Tenant or Tenant’s assignee or sublessee, as the case may be, shall deliver to Landlord an itemized statement in reasonable detail showing the method by which the
amount due Landlord was calculated and certified by the party making such payment as true and correct. 
  
 7.7 Good Faith. The rights granted to Tenant by this Article are granted in consideration of Tenant’s express covenant that all pertinent allocations which are made by Tenant between the
rental value of the Leased Premises and the value of any of Tenant’s personal property which may be conveyed or leased generally concurrently with and which may reasonably be considered a part of the same transaction as the permitted assignment
or subletting shall be made fairly, honestly and in good faith. If Tenant shall breach this covenant, Landlord may immediately declare Tenant to be in default under the terms of this Lease and terminate this Lease and/or exercise any other rights
and remedies Landlord would have under the terms of this Lease in the case of a material default by Tenant under this Lease. 
  
 7.8 Effect Of Landlord’s Consent. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and
primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased
Premises shall not be deemed to be a consent to any subsequent assignment or subletting. If Landlord shall have been ordered by a court of competent jurisdiction to consent to a requested assignment or subletting, or such an assignment or subletting
shall have been ordered by a court of competent jurisdiction over the objection of Landlord, such assignment or subletting shall not be binding between the assignee (or sublessee) and Landlord until such time as all conditions set forth in Paragraph
7.4 above have been fully satisfied (to the extent not then satisfied) by the assignee or sublessee, including, without limitation, the payment to Landlord of all agreed assignment considerations and/or excess rentals then due Landlord. 

 
 ARTICLE 8 
  
 LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY 
  
 8.1 Limitation On Landlord’s Liability And Release. Landlord shall
not be liable to Tenant for, and Tenant hereby releases Landlord and its partners, principals, members, officers, agents, employees, lenders, attorneys, and consultants from, any and all liability, whether in contract, tort or on any other basis,
for any injury to or any damage sustained by Tenant, Tenant’s agents, employees, contractors or invitees, any damage to Tenant’s property, or any loss to Tenant’s business, loss of Tenant’s profits or other financial loss of
Tenant resulting from or attributable to the condition of, the management of, the repair or maintenance of, the protection of, the supply of services or 

  

 12. 








 
utilities to, the damage in or destruction of the Leased Premises, the Building, the Property or the Outside Areas, including without limitation (i) the
failure, interruption, rationing or other curtailment or cessation in the supply of electricity, water, gas or other utility service to the Property, the Building or the Leased Premises; (ii) the vandalism or forcible entry into the Building or the
Leased Premises; (iii) the penetration of water into or onto any portion of the Leased Premises; (iv) the failure to provide security and/or adequate lighting in or about the Property, the Building or the Leased Premises, (v) the existence of any
design or construction defects within the Property, the Building or the Leased Premises; (vi) the failure of any mechanical systems to function properly (such as the HVAC systems); (vii) the blockage of access to any portion of the Property, the
Building or the Leased Premises, except that Tenant does not so release Landlord from such liability to the extent such damage was proximately caused by Landlord’s active negligence, willful misconduct, or Landlord’s failure to perform an
obligation expressly undertaken pursuant to this Lease after a reasonable period of time shall have lapsed following receipt of written notice from Tenant to so perform such obligation. In this regard, Tenant acknowledges that it is fully apprised
of the provisions of Law relating to releases, and particularly to those provisions contained in Section 1542 of the California Civil Code which reads as follows: 
  
 “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 
  
 Notwithstanding such statutory provision, and for the purpose of implementing a full and complete release and discharge, Tenant hereby (i) waives the benefit of such
statutory provision and (ii) acknowledges that, subject to the exceptions specifically set forth herein, the release and discharge set forth in this paragraph is a full and complete settlement and release and discharge of all claims and is intended
to include in its effect, without limitation, all claims which Tenant, as of the date hereof, does not know of or suspect to exist in its favor. 
  
 8.2 Tenant’s Indemnification Of Landlord. Tenant shall defend with competent counsel satisfactory to Landlord any claims made or legal actions
filed or threatened against Landlord with respect to the violation of any Law, or the death, bodily injury, personal injury, property damage, or interference with contractual or property rights suffered by any third party occurring within the Leased
Premises or resulting from Tenant’s use or occupancy of the Leased Premises, the Building or the Outside Areas, or resulting from Tenant’s activities in or about the Leased Premises, the Building, the Outside Areas or the Property, and
Tenant shall indemnify and hold Landlord, Landlord’s partners, principals, members, employees, agents and contractors harmless from any loss liability, penalties, or expense whatsoever (including any loss attributable to vacant space which
otherwise would have been leased, but for such activities) resulting therefrom, except to the extent proximately caused by the active negligence or willful misconduct of Landlord. This indemnity agreement shall survive the expiration or sooner
termination of this Lease. 
  
 ARTICLE 9 
  
 INSURANCE 
  
 9.1 Tenant’s Insurance. Tenant shall maintain insurance complying
with all of the following: 
  
 (a) Tenant shall procure,
pay for and keep in full force and effect, at all times during the Lease Term, the following: 
  
 (i) Commercial general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage
to property occurring within the Leased Premises, or resulting from Tenant’s use or occupancy of the Leased Premises, the Building, the Outside Areas or the Property, or resulting from Tenant’s activities in or about the Leased Premises or
the Property, with coverage in an amount equal to Tenant’s Required Liability Coverage (as set forth in Article 1), which insurance shall contain “blanket contractual liability” and “broad form property damage” endorsements
insuring Tenant’s performance of Tenant’s obligations to indemnify Landlord as contained in this Lease. 
  
 (ii) Fire and property damage insurance in “special form” coverage insuring Tenant against loss from physical damage to
Tenant’s personal property, inventory, trade fixtures and improvements within the Leased Premises with coverage for the full actual replacement cost thereof; 
  
 (iii) [intentionally deleted] 
  
 (iv) Plate glass insurance, at actual replacement cost; 
  
 (v) Boiler and machinery insurance, to limits
sufficient to restore the Building; 
  
 (vi)
Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Leased Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or
consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Leased Premises for not less than Tenant’s Required Liability Coverage (as set forth in Article 1); 
  
 (vii) Workers’ compensation insurance (statutory
coverage) with employer’s liability in amounts not less than $1,000,000 insurance sufficient to comply with all laws; and 
  
 (viii) With respect to making of any alterations or modifications or the construction of improvements or the like undertaken by
Tenant, course of construction, commercial general liability, automobile liability and workers’ compensation (to be carried by Tenant’s contractor), in an amount and with coverage reasonably satisfactory to Landlord. 
  

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 (b) Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph
or actually carried by Tenant with respect to the Leased Premises or the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vii) above, name Landlord, and such others as are designated by Landlord, as additional
insureds; (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from
or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best’s ratings of at least A and XI; (v) shall provide
that such policy shall not be subject to cancellation, lapse or change except after at least thirty (30) days prior written notice to Landlord, and (vi) shall contain a so-called “severability” or “cross liability” endorsement.
Each policy of property insurance maintained by Tenant with respect to the Leased Premises or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty
(30) days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors,
which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractors. 
  
 (c) Prior to the time Tenant or any of its contractors enters the
Leased Premises, Tenant shall deliver to Landlord, with respect to each policy of insurance required to be carried by Tenant pursuant to this Article, a copy of such policy (appropriately authenticated by the insurer as having been issued, premium
paid) or a certificate of the insurer certifying in form satisfactory to Landlord that a policy has been issued, premium paid, providing the coverage required by this Paragraph and containing the provisions specified herein. With respect to each
renewal or replacement of any such insurance, the requirements of this Paragraph must be complied with not less than thirty days prior to the expiration or cancellation of the policies being renewed or replaced. 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. If Landlord’s Lender, insurance broker, advisor or counsel reasonably determines at any time, not more than once every
twelve (12) months, that the amount of coverage set forth in Paragraph 9.1(a) for any policy of insurance Tenant is required to carry pursuant to this Article is not adequate, then Tenant shall increase the amount of coverage for such insurance to
such greater amount as Landlord’s Lender, insurance broker, advisor or counsel reasonably deems adequate, provided such coverage shall not exceed the amounts of insurance coverage commonly carried by owner of similar property in Sunnyvale,
California. 
  
 9.2 Landlord’s Insurance. With respect
to insurance maintained by Landlord: 
  
 (a) Landlord shall
maintain, as the minimum coverage required of it by this Lease, fire and property damage insurance in so-called special form coverage insuring Landlord (and such others as Landlord may designate) against loss from physical damage to the Building
with coverage of not less than one hundred percent (100%) of the full actual replacement cost thereof and against loss of rents for a period of not less than six months. Such fire and property damage insurance, at Landlord’s election but
without any requirements on Landlord’s behalf to do so, (i) may be written in so-called “all risk” form, excluding only those perils commonly excluded from such coverage by Landlord’s then property damage insurer; (ii) may
provide coverage for physical damage to the improvements so insured for up to the entire full actual replacement cost thereof; (iii) may be endorsed to cover loss or damage caused by any additional perils against which Landlord may elect to insure,
including earthquake and/or flood; and/or (iv) may provide coverage for loss of rents for a period of up to twelve months. Landlord shall not be required to cause such insurance to cover any of Tenant’s personal property, inventory, and trade
fixtures, or any modifications, alterations or improvements made or constructed by Tenant to or within the Leased Premises. Landlord shall use commercially reasonable efforts to obtain such insurance at competitive rates. 
  
 (b) Landlord shall maintain commercial general liability insurance
insuring Landlord (and such others as are designated by Landlord) against liability for personal injury, bodily injury, death, and damage to property occurring in, on or about, or resulting from the use or occupancy of the Property, or any portion
thereof, with combined single limit coverage of at Five Million Dollars ($5,000,000). Landlord may carry such greater coverage as Landlord or Landlord’s Lender, insurance broker, advisor or counsel may from time to time determine is reasonably
necessary for the adequate protection of Landlord and the Property. 
  
 (c) Landlord may maintain any other insurance which in the opinion of its insurance broker, advisor or legal counsel is prudent in carry under the given circumstances, provided such insurance is commonly carried by owners of property
similarly situated and operating under similar circumstances. 
  
 9.3
Mutual Waiver Of Subrogation. Landlord hereby releases Tenant, and Tenant hereby releases Landlord and its respective partners, principals, members, officers, agents, employees and servants, from any and all liability for loss,
damage or injury to the property of the other in or about the Leased Premises or the Property which is caused by or results from a peril or event or happening which is covered by insurance actually carried and in force at the time of the loss by the
party sustaining such loss; provided, however, that such waiver shall be effective only to the extent permitted by the insurance covering such loss and to the extent such insurance is not prejudiced thereby. 
  
 ARTICLE 10 
  
 DAMAGE TO LEASED PREMISES 
  
 10.1 Landlord’s Duty To Restore. If the Leased Premises, the
Building or the Outside Area are damaged by any peril after the Effective Date of this Lease, Landlord shall restore the same, as and when required by this paragraph, unless this Lease is terminated by Landlord pursuant to Paragraph 10.3 or by
Tenant pursuant to Paragraph 10.4. If this Lease is not so terminated, then upon the issuance of all necessary governmental permits, Landlord shall commence and diligently prosecute to completion the restoration of the Leased Premises, the Building
or the 

  

 14. 








 
Outside Area, as the case may be, to the extent then allowed by law, to substantially the same condition in which it existed as of the Lease Commencement
Date. Landlord’s obligation to restore shall be limited to the improvements constructed by Landlord. Landlord shall have no obligation to restore any alterations, modifications or improvements made by Tenant to the Leased Premises or any of
Tenant’s personal property, inventory or trade fixtures. Upon completion of the restoration by Landlord, Tenant shall forthwith replace or fully repair all of Tenant’s personal property, inventory, trade fixtures and other improvements
constructed by Tenant to like or similar conditions as existed at the time immediately prior to such damage or destruction. 
  
 10.2 Insurance Proceeds. All insurance proceeds available from the fire and property damage insurance carried by Landlord shall be paid to and become
the property of Landlord. If this Lease is terminated pursuant to either Paragraph 10.3 or 10.4, all insurance proceeds available from insurance carried by Tenant which cover loss of property that is Landlord’s property or would become
Landlord’s property on termination of this Lease shall be paid to and become the property of Landlord, and the remainder of such proceeds shall be paid to and become the property of Tenant. If this Lease is not terminated pursuant to either
Paragraph 10.3 or 10.4, all insurance proceeds available from insurance carried by Tenant which cover loss to property that is Landlord’s property shall be paid to and become the property of Landlord, and all proceeds available from such
insurance which cover loss to property which would only become the property of Landlord upon the termination of this Lease shall be paid to and remain the property of Tenant. The determination of Landlord’s property and Tenant’s property
shall be made pursuant to Paragraph 6.2. 
  
 10.3 Landlord’s Right To
Terminate. Landlord shall have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within thirty days after the date
of such damage or destruction: 
  
 (a) The Building is
damaged by any peril covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction (an “insured peril”) to such an extent that the estimated cost to restore the Building
exceeds the lesser of (i) the insurance proceeds available from insurance actually carried by Landlord, or (ii) fifty percent of the then actual replacement cost thereof; 
  
 (b) The Building is damaged by an uninsured peril, which peril Landlord was not required to insure against pursuant
to the provisions of Article 9 of this Lease. 
  
 (c) The
Building is damaged by any peril and, because of the laws then in force, the Building (i) cannot be restored at reasonable cost or (ii) if restored, cannot be used for the same use being made thereof before such damage. 
  
 10.4 Tenant’s Right To Terminate. If the Leased Premises, the
Building or the Outside Area are damaged by any peril and Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to this Article, then as soon as reasonably practicable, Landlord shall furnish Tenant with
the written opinion of Landlord’s architect or construction consultant as to when the restoration work required of Landlord may be complete. Tenant shall have the option to terminate this Lease in the event any of the following occurs, which
option may be exercised only by delivery to Landlord of a written notice of election to terminate within seven days after Tenant receives from Landlord the estimate of the time needed to complete such restoration: 
  
 (a) If the time estimated to substantially complete the restoration
exceeds nine (9) months from and after the date the architect’s or construction consultant’s written opinion is delivered, or Landlord fails within such nine (9) month time period to actually repair the damage; or 
  
 (b) If the damage occurred within twelve months of the last day of the
Lease Term and the time estimated to substantially complete the restoration exceeds one hundred eighty days from and after the date such restoration is commenced. 
  
 10.5 Tenant’s Waiver. Landlord and Tenant agree that the provisions of Paragraph 10.4 above, captioned
“Tenant’s Right To Terminate”, are intended to supersede and replace the provisions contained in California Civil Code, Section 1932, Subdivision 2, and California Civil Code, Section 1934, and accordingly, Tenant hereby waives the
provisions of such Civil Code Sections and the provisions of any successor Civil Code Sections or similar laws hereinafter enacted. 
  
 10.6 Abatement Of Rent. In the event of damage to the Leased Premises which does not result in the termination of this Lease, the Base Monthly Rent
(and any Additional Rent) shall be temporarily abated during the period of restoration in proportion in the degree to which Tenant’s use of the Leased Premises is impaired by such damage. 
  

 15. 








 ARTICLE 11 
  
 CONDEMNATION 
  
 11.1 Tenant’s Right To Terminate. Except as otherwise provided in Paragraph 11.4 below regarding temporary takings, Tenant shall have the option
to terminate this Lease if, as a result of any taking, (i) all of the Leased Premises is taken, or (ii) twenty-five percent (25%) or more of the Leased Premises is taken and the part of the Leased Premises that remains cannot, within a reasonable
period of time, be made reasonably suitable for the continued operation of Tenant’s business. Tenant must exercise such option within a reasonable period of time, to be effective on the later to occur of (i) the date that possession of that
portion of the Leased Premises that is condemned is taken by the condemnor or (ii) the date Tenant vacated the Leased Premises. 
  
 11.2 Landlord’s Right To Terminate. Except as otherwise provided in Paragraph 11.4 below regarding temporary takings, Landlord shall have the
option to terminate this Lease if, as a result of any taking, (i) all of the Leased Premises is taken, (ii) twenty-five percent (25%) or more of the Leased Premises is taken and the part of the Leased Premises that remains cannot, within a
reasonable period of time, be made reasonably suitable for the continued operation of Tenant’s business, or (iii) because of the laws then in force, the Leased Premises may not be used for the same use being made before such taking, whether or
not restored as required by Paragraph 11.3 below. Any such option to terminate by Landlord must be exercised within a reasonable period of time, to be effective as of the date possession is taken by the condemnor. 
  
 11.3 Restoration. If any part of the Leased Premises or the Building is
taken and this Lease is not terminated, then Landlord shall, to the extent not prohibited by laws then in force, 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 Paragraph 10.1. 
  
 11.4 Temporary Taking. If a portion of the Leased Premises is temporarily taken for a period of one year or less and such period does not extend beyond the Lease Expiration Date, this Lease shall
remain in effect. If any portion of the Leased Premises is temporarily taken for a period which exceeds one year or which extends beyond the Lease Expiration Date, then the rights of Landlord and Tenant shall be determined in accordance with
Paragraphs 11.1 and 11.2 above. 
  
 11.5 Division Of Condemnation
Award. Any award made for any taking of the Property, the Building, or the Leased 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, that Tenant shall be entitled to receive any portion of the award that is made specifically (i) for the taking of personal property, inventory or trade fixtures belonging to Tenant, (ii) for the interruption of
Tenant’s business or its moving costs, or (iii) for the value of any leasehold improvements installed and paid for by Tenant. The rights of Landlord and Tenant regarding any condemnation shall be determined as provided in this Article, and each
party hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure, and the provisions of any similar law hereinafter enacted, allowing either party to petition the Supreme Court to terminate this Lease and/or otherwise
allocate condemnation awards between Landlord and Tenant in the event of a taking of the Leased Premises. 
  
 11.6 Abatement Of Rent. In the event of a taking of the Leased 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 Leased Premises so taken (less any addition to the area of the Leased Premises by reason of any reconstruction) bears
to the area of the Leased Premises immediately prior to such taking. 
  
 11.7 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 Property 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 Property to such an agency
under threat of condemnation or the exercise of such power. 
  
 ARTICLE 12 
  
 DEFAULT AND REMEDIES

  
 12.1 Events Of Tenant’s Default. Tenant shall be
in default of its obligations under this Lease if any of the following events occur: 
  
 (a) Tenant shall have failed to pay Base Monthly Rent or any Additional Rent when due; or 
  
 (b) Tenant shall have done or permitted to be done any act, use or thing in its use, occupancy or possession of the Leased Premises or the Building
or the Outside Areas which is prohibited by the terms of this Lease; or 
  
 (c) Tenant shall have failed to perform any term, covenant or condition of this Lease (except those requiring the payment of Base Monthly Rent or Additional Rent, which failures shall be governed by subparagraph (a) above) within
thirty (30) days after written notice from Landlord to Tenant specifying the nature of such failure and requesting Tenant to perform same or within such longer period as is reasonably required in the event such default is curable but not within such
thirty (30) day period, provided such cure is promptly commenced within such thirty (30) day period and is thereafter diligently prosecuted to completion; or 
  

 16. 








 (d) Tenant shall have sublet the Leased Premises or assigned or encumbered its interest in this
Lease in violation of the provisions contained in Article 7, whether voluntarily or by operation of law; or 
  
 (e) Tenant shall have abandoned the Leased Premises; or 
  
 (f) Tenant or any Guarantor of this Lease shall have permitted or suffered the sequestration or attachment of, or execution on, or the appointment
of a custodian or receiver with respect to, all or any substantial part of the property or assets of Tenant (or such Guarantor) or any property or asset essential to the conduct of Tenant’s (or such Guarantor’s) business, and Tenant (or
such Guarantor) shall have failed to obtain a return or release of the same within thirty days thereafter, or prior to sale pursuant to such sequestration, attachment or levy, whichever is earlier; or 
  
 (g) Tenant or any Guarantor of this Lease shall have made a general
assignment of all or a substantial part of its assets for the benefit of its creditors; or 
  
 (h) Tenant or any Guarantor of this Lease shall have allowed (or sought) to have entered against it a decree or order which: (i) grants or constitutes an order for relief, appointment of a trustee, or
condemnation or a reorganization plan under the bankruptcy laws of the United States; (ii) approves as properly filed a petition seeking liquidation or reorganization under said bankruptcy laws or any other debtor’s relief law or similar
statute of the United States or any state thereof; or (iii) otherwise directs the winding up or liquidation of Tenant; provided, however, if any decree or order was entered without Tenant’s consent or over Tenant’s objection, Landlord may
not terminate this Lease pursuant to this Subparagraph if such decree or order is rescinded or reversed within thirty days after its original entry; or 
  
 (i) Tenant or any Guarantor of this Lease shall have availed itself of the protection of any debtor’s relief law, moratorium law or other
similar law which does not require the prior entry of a decree or order. 
  
 12.2 Landlord’s Remedies. In the event of any default by Tenant, and without limiting Landlord’s right to indemnification as provided in Article 8.2, Landlord shall have the following remedies, in addition to
all other rights and remedies provided by law or otherwise provided in this Lease, to which Landlord may resort cumulatively, or in the alternative: 
  
 (a) Landlord may, at Landlord’s election, keep this Lease in effect and enforce, by an action at law or in equity, all of its rights and
remedies under this Lease including, without limitation, (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required by Tenant, or perform Tenant’s obligations and be
reimbursed by Tenant for the cost thereof with interest at the then maximum rate of interest not prohibited by law from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and
specific performance to prevent Tenant from violating the terms of this Lease and/or to compel Tenant to perform its obligations under this Lease, as the case may be. 
  
 (b) Landlord may, at Landlord’s election, terminate this Lease by giving Tenant written notice of termination,
in which event this Lease shall terminate on the date set forth for termination in such notice, in which event Tenant shall immediately surrender the Leased Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Leased Premises and expel or remove Tenant and any other person who may be occupying the Leased Premises or any part thereof, without being
liable for prosecution or any claim or damages therefor. Any termination under this subparagraph shall not relieve Tenant from its obligation to pay to Landlord all Base Monthly Rent and Additional Rent then or thereafter due, or any other sums due
or thereafter accruing to Landlord, or from any claim against Tenant for damages previously accrued or then or thereafter accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by
Landlord to terminate this Lease constitute a termination of this Lease: 
  
 (i) Appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; 
  
 (ii) Consent to any subletting of the Leased Premises or assignment of this Lease by Tenant, whether pursuant to the provisions
hereof or otherwise; or 
  
 (iii) Any
action taken by Landlord or its partners, principals, members, officers, agents, employees, or servants, which is intended to mitigate the adverse effects of any breach of this Lease by Tenant, including, without limitation, any action taken to
maintain and preserve the Leased Premises on any action taken to relet the Leased Premises or any portion thereof for the account at Tenant and in the name of Tenant. 
  
 (c) In the event Tenant breaches this Lease and abandons the Leased Premises, Landlord may terminate this Lease, but
this Lease shall not terminate unless Landlord gives Tenant written notice of termination. If Landlord does not terminate this Lease by giving written notice of termination, Landlord may enforce all its rights and remedies under this Lease,
including the right and remedies provided by 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 right to sublet or assign,
subject only to reasonable limitations”), as in effect on the Effective Date of this Lease. 
  
 (d) In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to the rights and remedies provided in
California Civil Code Section 1951.2, as in effect on the Effective Date of this Lease. For purposes of computing damages pursuant to Section 1951.2, an interest rate equal to the maximum rate of interest then not prohibited by law shall be used
where permitted. Such damages shall include, without limitation: 
  
 (i) The worth at the time of the award of the unpaid rent which had been earned at the time of termination; 
  

 17. 








 (ii) 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 rental loss that Tenant proves could be reasonably avoided, 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; and 
  
 (iii) Any
other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom,
including without limitation, the following: (i) expenses for cleaning, repairing or restoring the Leased Premises, (ii) expenses for altering, remodeling or otherwise improving the Leased Premises for the purpose of reletting, including removal of
existing leasehold improvements and/or installation of additional leasehold improvements (regardless of how the same is funded, including reduction of rent, a direct payment or allowance to a new tenant, or otherwise), (iii) broker’s fees
allocable to the remainder of the term of this Lease, advertising costs and other expenses of reletting the Leased Premises; (iv) costs of carrying and maintaining the Leased Premises, such as taxes, insurance premiums, utility charges and security
precautions, (v) expenses incurred in removing, disposing of and/or storing any of Tenant’s personal property, inventory or trade fixtures remaining therein; (vi) reasonable attorney’s fees, expert witness fees, court costs and other
reasonable expenses incurred by Landlord (but not limited to taxable costs) in retaking possession of the Leased Premises, establishing damages hereunder, and releasing the Leased Premises; and (vii) any other expenses, costs or damages otherwise
incurred or suffered as a result of Tenant’s default. 
  
 12.3
Landlord’s Default And Tenant’s Remedies. In the event Landlord fails to perform its obligations under this Lease, Landlord shall nevertheless not be in default under the terms of this Lease until such time as Tenant shall have first
given Landlord written notice specifying the nature of such failure to perform its obligations, and then only after Landlord shall have had thirty (30) days following its receipt of such notice within which to perform such obligations; provided
that, if longer than thirty (30) days is reasonably required in order to perform such obligations, Landlord shall have such longer period. In the event of Landlord’s default as above set forth, then, and only then, Tenant may then proceed
in equity or at law to compel Landlord to perform its obligations and/or to recover damages proximately caused by such failure to perform (except as and to the extent Tenant has waived its right to damages as provided in this Lease). 
  
 12.4 Limitation Of Tenant’s Recourse. Tenant’s sole recourse
against Landlord shall be to Landlord’s interest in the Building and the Outside Areas. If Landlord is a corporation, trust, partnership, joint venture, limited liability company, unincorporated association, or other form of business entity,
Tenant agrees that (i) the obligations of Landlord under this Lease shall not constitute personal obligations of the officers, directors, trustees, partners, joint venturers, members, owners, stockholders, or other principals of such business
entity, and (ii) Tenant shall have recourse only to the interest of such corporation, trust, partnership, joint venture, limited liability company, unincorporated association, or other form of business entity in the Building and the Outside Areas
for the satisfaction of such obligations and not against the assets of such officers, directors, trustees, partners, joint venturers, members, owners, stockholders or principals. Additionally, if Landlord is a partnership or limited liability
company, then Tenant covenants and agrees: 
  
 (a) No
partner or member of Landlord shall be sued or named as a party in any suit or action brought by Tenant with respect to any alleged breach of this Lease (except to the extent necessary to secure jurisdiction over the partnership and then only for
that sole purpose); 
  
 (b) No service of process shall be
made against any partner or member of Landlord except for the sole purpose of securing jurisdiction over the partnership; and 
  
 (c) No writ of execution will ever be levied against the assets of any partner or member of Landlord other than to the extent of his or her
interest in the assets of the partnership or limited liability company constituting Landlord. 
  
 Tenant further agrees that each of the foregoing covenants and agreements shall be enforceable by Landlord and by any partner or member of Landlord and shall be applicable to any actual or alleged misrepresentation or
nondisclosure made regarding this Lease or the Leased Premises or any actual or alleged failure, default or breach of any covenant or agreement either expressly or implicitly contained in this Lease or imposed by statute or at common law.

  
 12.5 Tenant’s Waiver. Landlord and Tenant agree that
the provisions of Paragraph 12.3 above are intended to supersede and replace the provisions of California Civil Code Sections 1932(1), 1941 and 1942, and accordingly, Tenant hereby waives the provisions of California Civil Code Sections 1932(1),
1941 and 1942 and/or any similar or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the expenses of such repairs from the rent due under this Lease. 
  
 ARTICLE 13 
  
 GENERAL PROVISIONS 
  
 13.1 Taxes On Tenant’s Property. Tenant shall pay before
delinquency any and all taxes, assessments, license fees, use fees, permit fees and public charges of whatever nature or description levied, assessed or imposed against Tenant or Landlord by a governmental agency arising out of, caused by reason of
or based upon Tenant’s estate in this Lease, Tenant’s ownership of property, improvements made by Tenant to the Leased Premises or the Outside 

  

 18. 








 
Areas, improvements made by Landlord for Tenant’s use within the Leased Premises or the Outside Areas, Tenant’s use (or estimated use) of public
facilities or services or Tenant’s consumption (or estimated consumption) of public utilities, energy, water or other resources (collectively, “Tenant’s Interest”). Upon demand by Landlord, Tenant shall furnish Landlord with
satisfactory evidence of these payments. If any such taxes, assessments, fees or public charges are levied against Landlord, Landlord’s property, the Building or the Property, or if the assessed value of the Building or the Property is
increased by the inclusion therein of a value placed upon Tenant’s Interest, regardless of the validity thereof, Landlord shall have the right to require Tenant to pay such taxes, and if not paid and satisfactory evidence of payment delivered
to Landlord at least ten days prior to delinquency, then Landlord shall have the right to pay such taxes on Tenant’s behalf and to invoice Tenant for the same. Tenant shall, within the earlier to occur of (a) thirty (30) days of the date it
receives an invoice from Landlord setting forth the amount of such taxes, assessments, fees, or public charge so levied, or (b) the due date of such invoice, pay to Landlord, as Additional Rent, the amount set forth in such invoice. Failure by
Tenant to pay the amount so invoiced within such time period shall be conclusively deemed a default by Tenant under this Lease. Tenant shall have the right to bring suit in any court of competent jurisdiction to recover from the taxing authority the
amount of any such taxes, assessments, fees or public charges so paid. 
  
 13.2 Holding Over. This Lease shall terminate without further notice on the Lease Expiration Date (as set forth in Article 1). Any holding over by Tenant after expiration of the Lease Term shall neither constitute a renewal
nor extension of this Lease nor give Tenant any rights in or to the Leased Premises except as expressly provided in this Paragraph. Any such holding over to which Landlord has consented shall be construed to be a tenancy from month to month, on the
same terms and conditions herein specified insofar as applicable, except that the Base Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the Base Monthly Rent payable during the last full month immediately
preceding such holding over. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the
Leased Premises. Therefore, if Tenant fails to surrender the Leased Premises upon the expiration or termination of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold
Landlord harmless from and against all claims resulting from such failure, including, without limiting the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including
lost profits, resulting from such failure to surrender. 
  
 13.3
Subordination To Mortgages. This Lease is subject to and subordinate to all ground leases, mortgages and deeds of trust which affect the Building or the Property and which are of public record as of the Effective Date of this Lease, and
to all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this
Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or
lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future
loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such
future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor,
to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or
deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default under this Lease. If
Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are
customarily required by institutional lenders making loans secured by a deed of trust. 
  
 13.4 Tenant’s Attornment Upon Foreclosure. Tenant shall, upon request, attorn (i) to any purchaser of the Building or the Property at any foreclosure sale or private sale conducted pursuant to any security
instruments encumbering the Building or the Property, (ii) to any grantee or transferee designated in any deed given in lieu of foreclosure of any security interest encumbering the Building or the Property, or (iii) to the lessor under an underlying
ground lease of the land underlying the Building or the Property, should such ground lease be terminated; provided that such purchaser, grantee or lessor recognizes Tenant’s rights under this Lease. 
  
 13.5 Mortgagee Protection. In the event of any default on the part of
Landlord, Tenant will give notice by registered mail to any Lender or lessor under any underlying ground lease who shall have requested, in writing, to Tenant that it be provided with such notice, and Tenant shall offer such Lender or lessor a
reasonable opportunity to cure the default, including time to obtain possession of the Leased Premises by power of sale or judicial foreclosure or other appropriate legal proceedings if reasonably necessary to effect a cure. 
  
 13.6 Estoppel Certificate. Tenant will, following any request by
Landlord, promptly execute and deliver to Landlord an estoppel certificate substantially in form attached as Exhibit B, (i) certifying that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any
uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (iv) certifying such other information about this Lease as may be reasonably requested by Landlord, its Lender or prospective lenders, investors
or purchasers of the Building or the Property. Tenant’s failure to execute and deliver such estoppel certificate within ten days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and Landlord shall
have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default 

  

 19. 








 
by Tenant, including the right to terminate this Lease and sue for damages proximately caused thereby, it being agreed and understood by Tenant that
Tenant’s failure to so deliver such estoppel certificate in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant.
Landlord and Tenant intend that any statement delivered pursuant to this paragraph may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the Building, the Property, or any interest in them. 
  
 13.7 Tenant’s Financial Information. Tenant shall, within ten
business days after Landlord’s request therefor, deliver to Landlord a copy of Tenant’s (and any guarantor’s) current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in
accordance with generally accepted accounting principles) and any such other information reasonably requested by Landlord regarding Tenant’s financial condition. Landlord shall be entitled to disclose such financial statements or other
information to its Lender, to any present or prospective principal of or investor in Landlord, or to any prospective Lender or purchaser of the Building, the Property, or any portion thereof or interest therein. Any such financial statement or other
information which is marked “confidential” or “company secrets” (or is otherwise similarly marked by Tenant) shall be confidential and shall not be disclosed by Landlord to any third party except as specifically provided in this
paragraph, unless the same becomes a part of the public domain without the fault of Landlord. 
  
 13.8 Transfer By Landlord. Landlord and its successors in interest shall have the right to transfer their interest in the Building, the Property, or any portion thereof at any time and to any person or
entity. In the event of any such transfer, the Landlord originally named herein (and in the case of any subsequent transfer, the transferor), from the date of such transfer, (i) shall be automatically relieved, without any further act by any person
or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer and (ii) shall be relieved of all liability for the performance of the obligations of the Landlord
hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such prior obligations of the Landlord hereunder. Tenant shall attorn to any such transferee. After the date of any such transfer, the term
“Landlord” as used herein shall mean the transferee of such interest in the Building or the Property. 
  
 13.9 Force Majeure. The obligations of each of the parties under this Lease (other than the obligations to pay money) shall be temporarily excused if
such party is prevented or delayed in performing such obligations by reason of any strikes, lockouts or labor disputes; government restrictions, regulations, controls, action or inaction; civil commotion; or extraordinary weather, fire or other acts
of God. 
  
 13.10 Notices. Any notice required or permitted
to be given under this Lease shall be in writing and (i) personally delivered, (ii) sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, (iii) sent by Federal Express or similar nationally recognized
overnight courier service, or (iv) transmitted by facsimile with a hard copy sent within one (1) business day by any of the foregoing means, and in all cases addressed as follows, and such notice shall be deemed to have been given upon the date of
actual receipt or delivery (or refusal to accept delivery) at the address specified below (or such other addresses as may be specified by notice in the foregoing manner) as indicated on the return receipt or air bill: 
  

	If to Landlord:	  	 525 Almanor LLC
 c/o Menlo Equities
LLC
 490 California Avenue
 Fourth Floor
 Palo Alto, California 94306
 Attention: Henry Bullock/Richard
Holmstrom
 Facsimile: (650) 326-9333

		
	with a copy to:	  	 Cooley Godward LLP
 One Maritime
Plaza
 20th Floor
 San Francisco, California 94111
 Attention: Paul Churchill
 Facsimile: (415) 951-3699

		
	If to Tenant:	  	 Marvell Semiconductor, Inc.
 525 Almanor
Avenue
 Sunnyvale, California 94086
 Attention: John
Henderson
 Facsimile No.
                        


  
 Any notice given in accordance with
the foregoing shall be deemed received upon actual receipt or refusal to accept delivery. 
  
 13.11 Attorneys’ Fees. In the event any party shall bring any action, arbitration proceeding or legal proceeding alleging a breach of any provision of this Lease, to recover rent, to
terminate this Lease, or to enforce, protect, determine or establish any term or covenant of this Lease or rights or duties hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party as a part of such
action or proceeding, or in a separate action for that purpose brought within one year from the determination of such proceeding, reasonable attorneys’ fees, expert witness fees, court costs and other reasonable expenses incurred by the
prevailing party. 
  

 20. 








 13.12 Definitions. Any term that is given a special meaning by any provision in this Lease shall,
unless otherwise specifically stated, have such meaning wherever used in this Lease or in any Addenda or amendment hereto. In addition to the terms defined in Article 1, the following terms shall have the following meanings: 
  
 (a) Real Property Taxes. The term “Real Property Tax”
or “Real Property Taxes” shall each mean Tenant’s Expense Share of (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all instruments 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 to tax or levy assessments, which are levied or assessed for whatever reason against the Property 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 Property and located thereon, or Landlord’s business of owning, leasing or managing the Property or the gross receipts, income or rentals from the Property, (ii)
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 Property, the amount of public services or public utilities used or consumed (e.g.
water, gas, electricity, sewage or waste water disposal) at the Property, the number of person employed by tenants of the Property, the size (whether measured in area, volume, number of tenants or whatever) or the value of the Property, or the type
of use or uses conducted within the Property, and all costs and fees (including attorneys’ fees) reasonably 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 Lease Term, the taxation or assessment of the Property prevailing as of the Effective Date of this Lease shall be altered so that in lieu of or in addition to any the Real Property Tax described above there shall be levied,
awarded 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 use or charge (i) on the value, size, use or occupancy of the
Property or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, or on Landlord’s business of owning, leasing or managing the Property or (iii) computed in any manner with respect
to the operation of the Property, 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 Property, then only that part of such Real Property Tax that is fairly allocable to the Property 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. 
  
 (b) Landlord’s Insurance Costs. The term “Landlord’s Insurance Costs” shall mean Tenant’s Expense Share of the costs to Landlord to carry and maintain the policies of fire and property damage insurance for
the Building and the Property and general liability and any other insurance required or permitted to be carried by Landlord pursuant to Article 9, together with any deductible amounts paid by Landlord upon the occurrence of any insured casualty or
loss. 
  
 (c) Property Maintenance Costs. The term
“Property Maintenance Costs” shall mean Tenant’s Expense Share of all costs and expenses (except Landlord’s Insurance Costs and Real Property Taxes) paid or incurred by Landlord in protecting, operating, maintaining, repairing
and preserving the Property and all parts thereof, including without limitation, (i) market rate professional management fees, (ii) the amortizing portion of any costs incurred by Landlord in the making of any modifications, alterations or
improvements required by any governmental authority as set forth in Article 6, which are so amortized during the Lease Term, and (iii) such other costs as may be paid or incurred with respect to operating, maintaining, and preserving the Property,
such as repairing and resurfacing the exterior surfaces of the Building (including roofs), repairing and resurfacing paved areas, repairing and replacing structural parts of the Building, and repairing and replacing, when necessary, electrical,
plumbing, heating, ventilating and air conditioning systems serving the Building. 
  
 (d) Property Operating Expenses. The term “Property Operating Expenses” shall mean and include all Real Property Taxes, plus all Landlord’s Insurance Costs, plus all Property Maintenance Costs.

  
 (e) Law. The term “Law” shall mean any
judicial decisions and any statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirements of any municipal, county, state, federal, or other governmental agency or authority having jurisdiction over the
parties to this Lease, the Leased Premises, the Building or the Property, or any of them, in effect either at the Effective Date of this Lease or at any time during the Lease Term, including, without limitation, any regulation, order, or policy of
any quasi-official entity or body (e.g. a board of fire examiners or a public utility or special district). 
  
 (f) Lender. The term “Lender” shall mean the holder of any promissory note or other evidence of indebtedness secured by the Property or
any portion thereof. 
  
 (g) Private Restrictions. The term
“Private Restrictions” shall mean (as they may exist from time to time) any and all covenants, conditions and restrictions, private agreements, easements, and any other recorded documents or instruments affecting the use of the Property,
the Building, the Leased Premises, or the Outside Areas. 
  
 (h) Rent. The term “Rent” shall mean collectively Base Monthly Rent and all Additional Rent. 
  
 13.13 General Waivers. One party’s consent to or approval of any act by the other party requiring the first party’s consent or approval
shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent similar act by the other party. No waiver of any provision hereof, or any waiver of any breach of any provision hereof, shall be
effective unless in writing and signed by the waiving party. The receipt by Landlord of any rent or payment with or without knowledge of the breach of any other provision hereof shall not be 

  

 21. 








 
deemed a waiver of any such breach. No waiver of any provision of this Lease shall be deemed a continuing waiver unless such waiver specifically states so in
writing and is signed by both Landlord and Tenant. No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver
of any such breach theretofore or thereafter occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions herein contained.

  
 13.14 Miscellaneous. Should any provisions of this Lease prove
to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding
assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term “party” shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person
or entity, then all members of Tenant shall be jointly and severally liable hereunder. Submission of this Lease for review, examination or signature by Tenant does not constitute an offer to lease, a reservation of or an option for lease, and
notwithstanding any inconsistent language contained in any other document, this Lease is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease shall be construed and enforced in accordance with
the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires,
the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “must,” “shall,”
“will,” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party
unless specific provision is made therefor. Where Landlord’s consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that
a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to
restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of
the provisions of this Lease. 
  
 ARTICLE 14 
  
 CORPORATE AUTHORITY 
 BROKERS AND ENTIRE AGREEMENT 
  
 14.1 Corporate Authority. If Tenant is a corporation, each individual executing this Lease on behalf of such corporation represents and warrants that
Tenant is validly formed and duly authorized and existing, that Tenant is qualified to do business in the State in which the Leased Premises are located, that Tenant has the full right and legal authority to enter into this Lease, and that he or she
is duly authorized to execute and deliver this Lease on behalf of Tenant in accordance with its terms. Tenant shall, within thirty days after execution of this Lease, deliver to Landlord a certified copy of the resolution of its board of directors
authorizing or ratifying the execution of this Lease and if Tenant fails to do so, Landlord at its sole election may elect to terminate this Lease. 
  
 14.2 Brokerage Commissions. Tenant represents, warrants and agrees that it has not had any dealings with any real estate broker(s), leasing agent(s),
finder(s) or salesmen, other than the Brokers (as named in Article 1) with respect to the lease by it of the Leased Premises pursuant to this Lease, and that it will indemnify, defend with competent counsel, and hold Landlord harmless from any
liability for the payment of any real estate brokerage commissions, leasing commissions or finder’s fees claimed by any other real estate broker(s), leasing agent(s), finder(s), or salesmen to be earned or due and payable by reason of
Tenant’s agreement or promise (implied or otherwise) to pay (or to have Landlord pay) such a commission or finder’s fee by reason of its leasing the Leased Premises pursuant to this Lease. 
  
 14.3 Entire Agreement. This Lease and the Exhibits (as described in
Article 1), which Exhibits are by this reference incorporated herein, constitute the entire agreement between the parties, and there are no other agreements, understandings or representations between the parties relating to the lease by Landlord of
the Leased Premises to Tenant, except as expressed herein. No subsequent changes, modifications or additions to this Lease shall be binding upon the parties unless in writing and signed by both Landlord and Tenant. 
  
 14.4 Landlord’s Representations. Tenant acknowledges that neither
Landlord nor any of its agents made any representations or warranties respecting the Property, the Building or the Leased Premises, upon which Tenant relied in entering into the Lease, which are not expressly set forth in this Lease. Tenant further
acknowledges that neither Landlord nor any of its agents made any representations as to (i) whether the Leased Premises may be used for Tenant’s intended use under existing Law, or (ii) the suitability of the Leased Premises for the conduct of
Tenant’s business, or (iii) the exact square footage of the Leased Premises, and that Tenant relies solely upon its own investigations with respect to such matters. Tenant expressly waives any and all claims for damage by reason of any
statement, representation, warranty, promise or other agreement of Landlord or Landlord’s agent(s), if any, not contained in this Lease or in any Exhibit attached hereto. 
  

 22. 








 ARTICLE 15 
  
 TELEPHONE SERVICE 
  
 (a) Notwithstanding any other provision of this Lease to the contrary 
  
 (i) Landlord shall provide Tenant access to such quantity of pairs in the Building intra-building
network cable (“INC”) as is determined to be available by Landlord in its reasonable discretion. Tenant’s access to the INC shall be solely by arrangements made by Tenant, as Tenant may elect, directly with Pacific Bell or Landlord
(or such vendor as Landlord may designate), and Tenant shall pay all reasonable charges as may be imposed in connection therewith. Pacific Bell’s charges shall be deemed to be reasonable. Subject to the foregoing, Landlord shall have no
responsibility for providing to Tenant any telephone equipment, including wiring, within the Leased Premises or for providing telephone service or connections from the utility to the Leased Premises, except as required by law. 
  
 (ii) Tenant shall not alter, modify, add to or
disturb any telephone wiring in the Leased Premises or elsewhere in the Building without the Landlord’s prior written consent. Tenant shall be liable to Landlord for any damage to the telephone wiring in the Building due to the act, negligent
or otherwise, of Tenant or any employee, contractor or other agent of Tenant. Tenant shall have no access to the telephone closets within the Building, except in the manner and under procedures established by Landlord. Tenant shall promptly notify
Landlord of any actual or suspected failure of telephone service to the Leased Premises. 
  
 (iii) All costs incurred by Landlord for the installation, maintenance, repair and replacement of telephone wiring in the Building
shall be a Property Maintenance Cost. 
  
 (iv)
Landlord makes no warranty as to the quality, continuity or availability of the telecommunications services in the Building, and Tenant hereby waives any claim against Landlord for any actual or consequential damages (including damages for loss
of business) in the event Tenant’s telecommunications services in any way are interrupted, damaged or rendered less effective, except to the extent caused by the grossly negligent or willful act or omission by Landlord, its agents or employees.
Tenant acknowledges that Landlord meets its duty of care to Tenant with respect to the Building INC by contracting with a reliable third party vendor to assume responsibility for the maintenance and repair thereof (which contract shall contain
provisions requiring such vendor to inspect the INC periodically (the frequency of such inspections to be determined by such vendor based on its experience and professional judgment), and requiring such vendor to meet local and federal requirements
for telecommunications material and workmanship). Subject to the foregoing, Landlord shall not be liable to Tenant and Tenant waives all claims against Landlord whatsoever, whether for personal injury, property damage, loss of use of the Leased
Premises, or otherwise, due to the interruption or failure of telephone services to the Leased Premises. Tenant hereby holds Landlord harmless and agrees to indemnify, protect and defend Landlord from and against any liability for any damage, loss
or expense due to any failure or interruption of telephone service to the Leased Premises for any reason. Tenant agrees to obtain loss of rental insurance adequate to cover any damage, loss or expense occasioned by the interruption of telephone
service. 
  
 IN WITNESS
WHEREOF, Landlord and Tenant have executed this Lease as of the respective dates below set forth with the intent to be legally bound thereby as of the Effective Date of this Lease first above set forth. 
  

	 	 	 	 	 LANDLORD:
  
 525 ALMANOR LLC,
 a California limited liability company

					
	 	 	 	 	 	 	By:	 	 Menlo Equities LLC,
 a California
limited liability company,
 it Manager

						
	 	 	 	 	 	 	 	 	 By:
	 	 Menlo Equities, Inc.,
 a California Corporation,
 its
Managing Member

						
	 Dated: June         , 2000
	 	 	 	 	 	 	 	 By:
	 	 /s/ Henry D. Bullock


	 	 	 	 	 	 	 	 	 	 	 	 	 Henry D. Bullock, President

				
	 	 	 	 	 	 	 TENANT:
  
 MARVELL SEMICONDUCTOR, INC.,
 a California corporation

				
	 Dated: June         , 2000
	 	 	 	 By:
	 	 /s/ George Hervey


	 	 	 	 	 	 	 Title:
	 	 CFO


					
	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 Title:
	 	  



  

 23. 








 EXHIBIT A 
  
 SITE PLAN 
  

 1. 








 EXHIBIT B 
  
 FLOOR PLAN 
  

 1. 








 EXHIBIT C 
  
 FORM OF ESTOPPEL CERTIFICATE 
  

                    , 2000 
  
 ___________________________ 
 ___________________________ 
 ___________________________ 
 ___________________________ 
  

	Re	525 Almanor Avenue 

 Sunnyvale, California 94086

  
 Ladies and Gentlemen: 
  
 Reference is made to that certain Lease, dated as of
            , 2000, between 525 ALMANOR LLC, a California limited liability company (“Landlord”), and the undersigned (herein referred to as the
“Lease”). A copy of the Lease [and all amendment thereto] is[are] attached hereto as Exhibit A. At the request of Landlord in connection with [         State reasons for request for
estoppel certificate         ], the undersigned hereby certifies to Landlord and to [         State names of other parties requiring
certification         ] and each of your respective successors and assigns as follows: 
  
 1. The undersigned is the tenant under the Lease. 
  
 2. The Lease is in full force and effect and has not been amended, modified, supplemented or superseded except as indicated in Exhibit A.

  
 3. There is no defense, offset, claim or counterclaim
by or in favor of the undersigned against Landlord under the Lease or against the obligations of the undersigned under the Lease. The undersigned has no renewal, extension or expansion option, no right of first offer or right of first refusal and no
other similar right to renew or extend the term of the Lease or expand the property demised thereunder except as may be expressly set forth in the Lease. 
  
 4. The undersigned is not aware of any default now existing of the undersigned or of Landlord under the Lease, nor of any event which with notice
or the passage of time or both would constitute a default of the undersigned or of Landlord under the Lease. 
  
 5. The undersigned has not received notice of a prior transfer, assignment, hypothecation or pledge by Landlord of any of Landlord’s interest
in the Lease. 
  
 6. The monthly rent due under the Lease
is $             and has been paid through             , and all additional rent due and payable under the Lease
has been paid through             . 
  
 7. The term of the Lease commenced on             , and expires on
            , unless sooner terminated pursuant to the provisions of the Lease. Landlord has performed all work required by the Lease for the undersigned’s initial occupancy of
the demised property. 
  
 8. The undersigned has deposited
the sum of $             with Landlord as security for the performance of its obligations as tenant under the Lease, and no portion of such deposit has been applied by Landlord to
any obligation under the Lease. 
  
 9. There is no free
rent period pending, nor is Tenant entitled to any Landlord’s contribution. 
  
 The above certifications are made to Landlord and Lender knowing that Landlord and Lender will rely thereon in accepting an assignment of the Lease. 
  
 Very truly yours, 
  

	MARVELL SEMICONDUCTOR, INC.
		
	By:	 	 
	 	

	Name:	 	 
	 	

	Title:	 	 
	 	


  

 1.