Lease Agreement by and between registrant and 525 Almanor LLC, dated 04/14/2000



 EXHIBIT 10.5 
  
 LEASE 
  
 BY AND BETWEEN 
  
 525 Almanor LLC, 
 a California limited liability company 
  
 as Landlord 
  
 and 
  
 T-Span Systems Corporation, 
 a Delaware corporation 
  
 as Tenant 
  
 April 14, 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
	  	 Performance Of Improvement Work; 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
	  	5
			
	 3.7
	  	 Security Deposit
	  	5
			
	 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
	  	6
			
	 4.4
	  	 Trash Disposal
	  	6
			
	 4.5
	  	 Parking
	  	6
			
	 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
	  	7
			
	 4.11
	  	 Environmental Protection
	  	7
			
	 4.12
	  	 Rules And Regulations
	  	8
			
	 4.13
	  	 Reservations
	  	8
			
	 4.14
	  	 Roof
	  	8
			
	 ARTICLE 5
	  	 REPAIRS, MAINTENANCE, SERVICES AND UTILITIES
	  	9
			
	 5.1
	  	 Repair And Maintenance
	  	9
			
	 	  	 (a) Tenant’s Obligations
	  	9
			
	 	  	 (b) Landlord’s Obligation
	  	9
			
	 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
	  	10
			
	 6.1
	  	 By Tenant
	  	10
			
	 6.2
	  	 Ownership Of Improvements
	  	10
			
	 6.3
	  	 Alterations Required By Law
	  	10
			
	 6.4
	  	 Liens
	  	11
			
	 ARTICLE 7
	  	 ASSIGNMENT AND SUBLETTING BY TENANT
	  	11
			
	 7.1
	  	 By Tenant
	  	11

  

 i. 








 TABLE OF CONTENTS 
 (CONTINUED) 
  

			
	 	  	 	  	PAGE


			
	 7.2
	  	 Merger, Reorganization, or Sale of Assets
	  	11
			
	 7.3
	  	 Landlord’s Election
	  	12
			
	 7.4
	  	 Conditions To Landlord’s Consent
	  	12
			
	 7.5
	  	 Assignment Consideration And Excess Rentals Defined
	  	13
			
	 7.6
	  	 Payments
	  	13
			
	 7.7
	  	 Good Faith
	  	13
			
	 7.8
	  	 Effect Of Landlord’s Consent
	  	13
			
	 ARTICLE 8
	  	 LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY
	  	13
			
	 8.1
	  	 Limitation On Landlord’s Liability And Release
	  	13
			
	 8.2
	  	 Tenant’s Indemnification Of Landlord
	  	14
			
	 ARTICLE 9
	  	 INSURANCE
	  	14
			
	 9.1
	  	 Tenant’s Insurance
	  	14
			
	 9.2
	  	 Landlord’s Insurance
	  	15
			
	 9.3
	  	 Mutual Waiver Of Subrogation
	  	15
			
	 ARTICLE 10
	  	 DAMAGE TO LEASED PREMISES
	  	15
			
	 10.1
	  	 Landlord’s Duty To Restore
	  	15
			
	 10.2
	  	 Insurance Proceeds
	  	15
			
	 10.3
	  	 Landlord’s Right To Terminate
	  	16
			
	 10.4
	  	 Tenant’s Right To Terminate
	  	16
			
	 10.5
	  	 Tenant’s Waiver
	  	16
			
	 10.6
	  	 Abatement Of Rent
	  	16
			
	 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
	  	17
			
	 11.7
	  	 Taking Defined
	  	17
			
	 ARTICLE 12
	  	 DEFAULT AND REMEDIES
	  	17
			
	 12.1
	  	 Events Of Tenant’s Default
	  	17
			
	 12.2
	  	 Landlord’s Remedies
	  	18
			
	 12.3
	  	 Landlord’s Default And Tenant’s Remedies
	  	18
			
	 12.4
	  	 Limitation Of Tenant’s Recourse
	  	19
			
	 12.5
	  	 Tenant’s Waiver
	  	19
			
	 ARTICLE 13
	  	 GENERAL PROVISIONS
	  	19
			
	 13.1
	  	 Taxes On Tenant’s Property
	  	19
			
	 13.2
	  	 Holding Over
	  	19
			
	 13.3
	  	 Subordination To Mortgages
	  	20
			
	 13.4
	  	 Tenant’s Attornment Upon Foreclosure
	  	20
			
	 13.5
	  	 Mortgagee Protection
	  	20
			
	 13.6
	  	 Estoppel Certificate
	  	20
			
	 13.7
	  	 Tenant’s Financial Information
	  	20
			
	 13.8
	  	 Transfer By Landlord
	  	20
			
	 13.9
	  	 Force Majeure
	  	21
			
	 13.10
	  	 Notices
	  	21
			
	 13.11
	  	 Attorneys’ Fees
	  	21

  

 ii. 








 TABLE OF CONTENTS 
 (CONTINUED) 
  

			
	 	  	 	  	PAGE


			
	 13.12
	  	 Definitions
	  	21
			
	 	  	 (a) Real Property Taxes
	  	21
			
	 	  	 (b) Landlord’s Insurance Costs
	  	22
			
	 	  	 (c) Property Maintenance Costs
	  	22
			
	 	  	 (d) Property Operating Expenses
	  	22
			
	 	  	 (e) Law
	  	22
			
	 	  	 (f) Lender
	  	22
			
	 	  	 (g) Private Restrictions
	  	23
			
	 	  	 (h) Rent
	  	23
			
	 13.13
	  	 General Waivers
	  	23
			
	 13.14
	  	 Miscellaneous
	  	23
			
	 ARTICLE 14
	  	 CORPORATE AUTHORITY BROKERS AND ENTIRE AGREEMENT
	  	23
			
	 14.1
	  	 Corporate Authority
	  	23
			
	 14.2
	  	 Brokerage Commissions
	  	23
			
	 14.3
	  	 Entire Agreement
	  	23
			
	 14.4
	  	 Landlord’s Representations
	  	23
			
	 ARTICLE 15
	  	 TELEPHONE SERVICE
	  	24

  

 iii. 








 LEASE 
  
 THIS LEASE, dated April 14, 2000 for reference purposes only, is made by and between 525
ALMANOR LLC, a California limited liability company (“Landlord”) and T-SPAN SYSTEMS CORPORATION, a Delaware 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:
	  	 529 Almanor Avenue
 Sunnyvale, California
94086
 Attention: Controller / CFO

		
	 Landlord’s Address for Notices:
	  	 c/o Menlo Equities LLC
 525 University
Avenue
 Suite 100
 Palo Alto, California
94301

		
	 	  	After April 30, 2000
		
	 	  	 490 California Avenue, 4th Floor
 Palo Alto, California 94306

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

		
	 Lease Commencement Date:
	  	July 1, 2000
		
	 Lease Term:
	  	Sixty (60) months
		
	 Lease Expiration Date:
	  	June 30, 2005, unless earlier terminated by Landlord in accordance with the terms of this Lease.
		
	 First Month’s Prepaid Rent:
	  	$100,000.00
		
	 Tenant’s Security Deposit:
	  	$1,125,000.00
		
	 Late Charge Amount:
	  	Five Percent (5%) of the Delinquent Amount
		
	 Tenant’s Required Liability
 Coverage:
	  	$3,000,000 Combined Single Limit
		
	 Broker(s):
	  	Cornish & Carey Commercial (Jack Lewis) as Tenant’s Broker
		
	 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 529 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 twenty-five thousand and nine (25,009) square feet and, for purposes of this Lease, agreed to contain said
number of square feet, as shown outlined on Exhibit “B” hereto.

  
  

 1. 









	 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 29.19%. In the event that any portion of the Property is sold by Landlord, or the rentable square footage of
the Leased Premises or the 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:
			
	 	  	Months	  	Rent per Rentable Square Foot
			
	 	  	01 – 12	  	$3.75
			
	 	  	13 – 24	  	$3.90
			
	 	  	25 – 36	  	$4.06
			
	 	  	37 – 48	  	$4.22
			
	 	  	49 – 60	  	$4.39
		
	 Permitted Use:
	  	General office (including sales and marketing), research and development and other legally permitted ancillary uses related thereto subject to 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 delineating the Leased Premises within the Building
		
	 	  	Exhibit “C” – Form of Letter of Credit
		
	 	  	Exhibit “D” – 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 seventy five percent (75%) 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. 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”). 
  
 2.4 Delivery Of Possession. Landlord shall deliver to Tenant possession of the Leased
Premises 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 

  

 2. 








 
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 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. If Landlord makes the Leased Premises available to Tenant prior to the Lease Commencement Date, Tenant may occupy the Leased Premises prior to the
Lease Commencement Date for the purposes of installing furniture, fixtures and equipment, provided that Tenant shall be responsible for Additional Rent during such period and Tenant shall comply with all other provisions of this Lease (other than
the payment of Base Monthly Rent). 
  
 2.5 Performance Of Improvement Work;
Acceptance Of Possession. Landlord agrees to deliver in good working order and in compliance with all Laws applicable to the Leased Premises 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.
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. Landlord hereby represents and warrants that it has received no notice that the
Leased Premises do not comply with applicable Laws. 
  
 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 (and damage from casualty, which is covered by Article 10 hereof) 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 
  

 3. 








 (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 
  
 (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 five (5) days before such Real Property Taxes become delinquent. 
  
 Tenant may cause an audit of Landlord’s books and records using an independent “Big Six” accounting firm to determine the accuracy of Landlord’s billings for Property Operating Expenses under this
Lease, provided Tenant commences such audit within ninety (90) days after Tenant’s receipt of the year-end statement described in Paragraph 3.3 above setting forth the annual reconciliation of the Property Operating Expenses. If such audit
reveals that the actual Property Operating Expenses for any given year were less than the amount that Tenant paid for Property Operating Expenses for any such year, then Landlord shall credit the excess to Tenant’s next payment of Additional
Rent. If such audit reveals that the actual Property Operating Expenses for any given year were more than the amount that Tenant paid for Property Operating Expenses for any such year, Tenant shall pay such amount to Landlord within ninety (90) days
after completion of the audit. In the event the audit shows that Landlord overcharged Tenant by more than 5% of the actual Property Operating Expenses, Landlord shall pay for the costs of the audit. 
  
 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, at Landlord’s option, 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 within five (5) calendar days after the same becomes due, at Landlord’s option, 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 

  

 4. 








 
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 and second payment of Base Monthly Rent due hereunder.

  
 3.7 Security Deposit. Tenant shall deposit within five (5) business
days after 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 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 shall transfer or 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 ninety 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. Notwithstanding the foregoing, Tenant may deliver to Landlord a clean, unconditional, irrevocable, transferable letter of credit in lieu of cash for the Security Deposit (the “Letter of Credit”) in form and issued
by a financial institution (“Issuer”) satisfactory to Landlord in its sole discretion, substantially in the form attached as Exhibit C. The Letter of Credit shall permit partial draws, and provide that draws thereunder will be honored upon
receipt by Issuer of a written statement signed by Landlord or its authorized agent stating that Landlord is entitled to draw down on the Letter of Credit pursuant to the terms of the Lease. The Letter of Credit shall have an expiration period of
one (1) year but shall automatically renew by its terms unless affirmatively cancelled by either Issuer or Tenant, in which case Issuer must provide Landlord 30 days’ prior written notice of such expiration or cancellation. Any amount drawn
under the Letter of Credit shall be held or used by Landlord in accordance with this Paragraph 3.7. If the amount of the Letter of Credit is reduced in accordance with the terms of this Lease, Tenant shall have the right to replace the existing
Letter of Credit with another Letter of Credit at the reduced amount. If the Tenant fails to renew or replace the Letter of Credit as required under this Lease at least thirty (30) days before its stated expiration date, Landlord may draw upon the
entire amount of the Letter of Credit. 
  
 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 continuously and without interruption use the Leased Premises for such purpose for the entire Lease Term. Any discontinuance of such use for a
period of sixty consecutive calendar days shall be, at Landlord’s election, a default by Tenant under 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 in accordance with 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. Tenant shall not affix any equipment to or make any penetrations or cuts in the floor, ceiling, walls or roof of the Leased Premises. 

  

 5. 








 
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 unreasonably interfere with the businesses of or annoy the occupants and/or users of the Building or 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 readily 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. In connection with Tenant’s occupancy of the Leased Premises, Tenant shall have the non-exclusive use of 100
parking spaces on the Property. 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. Landlord reserves the right to grant 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. 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. 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 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. In any such case, Landlord shall
use commercially reasonable efforts to minimize interference with Tenant’s business operations. Landlord shall have the right to enter 

  

 6. 








 
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 extent allowed by Law, such unauthorized 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 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 normal office and janitorial supplies and 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 

  

 7. 








 
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 which occurred after the Lease Commencement Date. 
  
 (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. 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, in the event Landlord has reasonable cause to believe that Hazardous Materials were brought onto the Leased
Premises or Property after the Leased Premises were delivered to Tenant, then upon Landlord’s notice to Tenant, 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. 
  
 (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. 
  
 (f) Landlord hereby represents and warrants that to Landlord’s
knowledge, no Hazardous Materials exist on, about or under the Leased Premises as of the date hereof. Landlord shall defend, indemnify, and hold Tenant harmless from and against all claims, costs and liabilities, including attorneys’ fees and
costs, arising out of or in connection with (1) any Hazardous Materials existing on the Leased Premises prior to the date the Leased Premises are delivered to Tenant (whether before or after the Lease Commencement Date) unless caused by Tenant and
(2) any Hazardous Materials brought onto the Leased Premises by landlord, its agent or employees. 
  
 4.12 Rules And Regulations. In the event T-Span Systems Corporation is no longer the sole tenant of the Leased Premises, 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, subject to any applicable cure period. 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. 
  

 8. 








 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 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 commercially 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 its sole cost and expense, maintain the foundation, roof structure, load-bearing and exterior
walls of the Building (other than exterior painting) (except to the extent any of the foregoing are caused by the actions or inactions of Tenant, or result from the failure of Tenant to comply with the terms of the Lease, in which case such
maintenance and repairs shall be made at Tenant’s sole cost and expense). Subject reimbursement pursuant to Article 3 hereof, Landlord shall maintain the Outside Areas and shall contract for periodic inspections and maintenance of the roof
membrane. Except as set forth in the first sentence of this Paragraph 5.1(b), all costs incurred by Landlord for all repairs, replacements, maintenance (including exterior painting), and inspections for the Building, the Property and the Outside
Areas shall be included in Property Maintenance Costs. 
  
 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 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 

  

 9. 








 
(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 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 shall not be unreasonably withheld or delayed. Landlord’s approval shall be deemed given if not denied by Landlord in a written notice to
Tenant delivered within fifteen (15) days following receipt of Tenant’s written request. 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. 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. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such
alterations do not exceed $20,000 individually or $100,000 in the aggregate over the Lease Term, (b) Tenant shall timely provide Landlord the notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in writing within thirty
(30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, either “as built” or marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the
alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration. 
  
 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, furnishings and partitions, wall decorations and trade 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, furnishings and partitions, 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 

  

 10. 








 
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 Tenant becomes aware that the same has been recorded (whether by notice from
the contractor or otherwise). 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 or delayed. 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 substantially lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; 
  
 (c) with respect an assignment, in Landlord’s reasonable
judgment, the financial worth of the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; 
  
 (d) the proposed assignee or sublessee has been in material default under a lease within the last two (2) years, has been in litigation within the
last two (2) years with a previous landlord, or in the two (2) 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; 
  
 (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 (except in the case of an initial public offering or sale of Tenant’s stock through a national public exchange), 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 

  

 11. 








 
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 all or a portion of the Leased Premises or assign this Lease to (each a “Permitted Transferee”)
(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 as of the date of the transfer and provided that
Tenant remains fully and primarily liable under this Lease (unless due to a merger, consolidation, or nonbankruptcy reorganization Tenant ceases to exist as a legal entity). 
  
 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 fifteen (15) 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. 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. Tenant’s written request may also contain a request in ALL CAPITALS BOLD FACE TYPE for Landlord to respond within fifteen (15) days. If Tenant includes such a
request, and Landlord fails to respond within such fifteen (15) day period, the proposed assignment or subletting shall be deemed approved. 
  
 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. 
  
 (e) Tenant having delivered to Landlord a complete and fully-executed
copy 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 seventy five percent (75%) 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 seventy five percent (75%) 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 seventy five percent (75%) of all such
future assignment consideration installments to be paid by such assignee as and when such assignment consideration is so paid. 
  

 12. 








 (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 seventy five percent (75%) 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 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.” 
  
  

 13. 








 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 reasonably satisfactory to Landlord any claims made or legal actions filed or threatened against Landlord with respect to the violation of any Law by Tenant, its agents, employees, invitees or contractors, 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) Business income/extra expense
insurance sufficient to pay Base Monthly Rent and Additional Rent for a period of not less than twelve (12) months; 
  
 (iv) Plate glass insurance, at actual replacement cost; 
  
 (v) Boiler and machinery insurance, to limits sufficient to restore the Building; 
  
 (vi) [Intentionally deleted]; 
  
 (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. 
  
 (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 

  

 14. 








 
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 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. 
  
 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 least Three Million Dollars ($3,000,000). 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 reasonable opinion of its insurance broker, advisor or legal counsel is prudent to 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 directors, shareholders, 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 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 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, to the extent covered by insurance proceeds. 
  
 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. 
  

 15. 








 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 of 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 fifty (150) days from the date of the damage. 
  
 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. 
  
 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 

  

 16. 








 
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 or loss to 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, provided that Tenant shall be entitled to receive written notice of late payment one time during each year of the Lease Term, and with
respect to that one late payment, Tenant shall not be in default under this Paragraph 12.1(a) unless Tenant has failed to make the required payment within three (3) days after such notice from Landlord. After the notice has been given, Landlord
shall not be required to provide any further notices to Tenant. Each such notice shall be concurrent with, and not in addition to, any notice required by applicable Laws; 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 
  
 (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 or bond against 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 sixty (60) 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. 
  

 17. 








 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 of 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; 
  
 (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 a reasonable time not to exceed 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 

  

 18. 








 
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, and any insurance proceeds actually received by Landlord for repair or restoration of the Building or 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 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 

  

 19. 








 
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 fifteen (15) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or
instruments reasonably 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 D, (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 written request therefor shall, at Landlord’s option, 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 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 fifteen (15) business days after Landlord’s request therefor,
deliver to Landlord a copy of Tenant’s (and any guarantor’s) last prepared 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. 
  

 20. 








 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
 525 University Avenue
 Suite 100
 Palo Alto, California 94301
 Attention: Henry Bullock/Richard Holmstrom
 Facsimile: (650)
326-9333

		
	 	  	 After April 21, 2000

		
	 	  	 490 California Avenue, 4th Floor
 Palo Alto,
California 94306

		
	 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:
	  	 T-Span Systems Corporation
 At the Leased Premises
 Attention: Controller / CFO
 Facsimile:[ to be provided]

		
	 With a copy to:
	  	 Pillsbury Madison & Sutro
 2550 Hanover Street
 Palo Alto, California 94304
 Attention: John S. Wesolowski
 Facsimile:(650) 233-4545


  
 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. 

 
 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 

  

 21. 








 
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, or penalties or interest caused by Landlord’s late payment of Real Property Taxes, unless due to Tenant’s failure to pay Additional
Rent when due hereunder. In the event Landlord has elected to have Tenant pay Real Property taxes directly to the taxing authority in accordance with Paragraph 3.2 hereof, Tenant shall be liable for all penalties or interest caused by Tenant’s
late payment. 
  
 (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 in the amount of 3% of gross rent received by Landlord, (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. To the extent any of the foregoing items described in clause (iii) constitute capital repairs or replacements under generally accepted
accounting principles, consistently applied, then only the amortizing portion of such capital repairs or replacements shall constitute Property Maintenance Costs; such amortization shall be over the useful life of the applicable repair or
replacement, and shall employ an interest rate equal to 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%). Notwithstanding the foregoing provisions of this Paragraph 13.12(c),
the following are specifically excluded from the definition of Property Maintenance Costs and Tenant shall have no obligation to pay directly or reimburse Landlord for all or any portion of the following except to the extent any of the following are
caused by the actions or inactions of Tenant, or result from the failure of Tenant to comply with the terms of this Lease: (a) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all
or any portion the Building), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Property or future re-leasing of any portion of the Building; (b) depreciation of the Building or any
other improvements situated within the Project; (c) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by Tenant or any other party; (d) costs of repairs or other work necessitated by fire, windstorm or other
casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such
purposes; (e) any payments under a ground lease or master lease; (f) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Property unless such wages and benefits are prorated to reflect time
spent on operating and managing the Property vis-à-vis time spent on matters unrelated to operating and managing the Property; (g) wages and/or benefits attributable to personnel above the level of property manager or property engineer shall
not be included; (h) political and charitable contributions by Landlord; (h) principal and interest payments on any debt secured by the Property; (i) the costs of tenant improvements made for other tenants of the Property; (j) any expense resulting
from the gross negligence of Landlord, its agents or employees, or, to the extent Landlord is entitled to reimbursement for such costs, to remedy damage caused by or resulting from the gross negligence of any tenants in the Project, including their
agents and employees; and (k) costs associated with the operation of the business of the entity which constitutes Landlord, as the same are distinguished from the costs of operation of the Property. 
  
 (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. 
  

 22. 








 (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 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 (if required by any loan documents between Landlord and Lender). 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 and Landlord each represent, warrant and agree that they have 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. Each of Landlord and Tenant will indemnify, defend with competent counsel, and
hold the other 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 due to the other
party’s breach of the representations, warranties and covenants made by such party in this Paragraph 14.2. 
  
 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 

  

 23. 








 
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. 
  
 ARTICLE 15 
  
 TELEPHONE SERVICE 
  
 Notwithstanding any other provision of this Lease to the contrary: 
  
 (a) So long as the entirety of the Leased Premises is leased to Tenant: 
  
 (i) 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; and 
  
 (ii) 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 accepts the telephone equipment (including, without limitation, the INC, as defined below) in its
“AS-IS” condition, and Tenant shall be solely responsible for 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). Except for Landlord’s active negligence or willful misconduct, 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. Except for Landlord’s active negligence or willful misconduct, 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. 
  
 (b) At such time as the entirety of the Leased Premise is no longer leased to Tenant, Landlord shall in its sole
discretion have the right, by written notice to Tenant, to elect to assume limited responsibility for INC, as provided below, and upon such assumption of responsibility by Landlord, this subparagraph (b) shall apply prospectively. 
  
 (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, which consent shall not be unreasonably withheld. 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 actively 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, and except to the extent of landlord’s active negligence or willful misconduct, 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. Except for Landlord’s active
negligence or willful misconduct, 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. 
  

 24. 








 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: April     , 2000
	 	 	 	 	 	By:	 	 /s/ Henry D. Bullock


	 	 	 	 	 	 	 	 	 	 	 Henry D. Bullock, President

	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 TENANT:

			
	 	 	 	 	 T-SPAN SYSTEMS
CORPORATION,
 a Delaware corporation

			
	 Dated: April     , 2000
	 	 By:
	 	 Richard A. Redelfs


	 	 	 	 	 Title:
	 	 President & CEO


				
	 	 	 	 	 By:
	 	 
	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	


  

 25. 








 EXHIBIT A 
  
 SITE PLAN 
  

 1. 








 EXHIBIT B 
  
 FLOOR PLAN 
  

 1. 








 EXHIBIT C 
  
 FORM OF LETTER OF CREDIT 
  
 Date:                     , 2000 
 Irrevocable Standby Letter of Credit Number:
                     
  

	 Beneficiary:
	  	 	  	 Applicant:
	  	 
				
	 525 Almanor LLC
 490 California Avenue, 4th Floor
 Palo Alto, California 94306
	  	 	  	 T-Span Systems Corporation
 __________________________________
 __________________________________
 __________________________________
 __________________________________
  
 Amount:
  
 USD $ __________
  
 Expiration: _________________________
	  	 

  
 We hereby establish our Irrevocable
Standby Letter of Credit No.                      in your favor for the account of
                    ,
                                        
            , on behalf
                                     of
                                    
                                       
                 , available for drawings for up to an aggregate amount of U.S. $            .
This Letter of Credit is available by payment upon your draft drawn at sight on us, submitted at the office of                     ,
Attention: Letter of Credit Services, and expires at our close of business on the expiration date or any automatically extended expiration date as hereinafter set forth. 
  
 This Letter of Credit shall expire on
                    , but such expiration date shall be automatically extended for a period of one (1) year on
                     and on each successive expiration date, unless at least thirty (30) days before the current expiration date we notify you
by overnight courier that this Letter of Credit is not extended beyond the current expiration date. In the event you are so notified, any unused portion of the Letter of Credit shall be available upon presentation of a sight draft by 525 Almanor LLC
(“Landlord”) within the current expiration date with a statement that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of this Lease. 
  
 We give our undertaking to the Beneficiary that sums drawn under and in compliance with the terms of this Letter of Credit will be duly
honored by our bank on presentation of drawings in accordance with the terms of this credit. 
  
 This Letter of Credit is transferable by the Beneficiary. Transfer of this Letter of Credit is subject to our consent and receipt of Beneficiary’s instructions in the form attached hereto as Exhibit A accompanied
by the original Letter of Credit and amendment(s) if any. Cost or expenses of such transfer shall be for the account of the Beneficiary. 
  
 This Letter of Credit is subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500 and
engages us to the terms herein. 
  
 Yours very
truly, 
  
 Authorized Signature 
 Letter of Credit Services 
 (            )
                             
  

 1. 








 EXHIBIT A 
  

	  
	

	  
	

	  
	

	  
	

	 Attention: Letter of Credit Services


  
 Re: Irrevocable Letter
of Credit No.                      
  
 Dear Sirs: 
  
 The undersigned acknowledges receipt of your advice No.                      of a credit issued in our favor,
the terms of which are satisfactory. We now return the original advice of the said credit with all amendments and extensions, if any, and hereby irrevocably transfer the said credit and all amendments and extensions thereof, if any, to: 

 
  

 [Name of Transferee] 
  
  

 [Address] 
  
 You are to inform the transferee of this transfer and such transferee shall have sole rights as beneficiary under the credit, including any amendments,
extension or increases thereof, without notice to or further assent from us. 
  

	Yours very truly,
		
	By:	 	 
	 	

	(The above signature with title as stated with that on file with us and is authorized for execution of this instrument.)
	
	 
	

	(Bank)


  

 2. 








 EXHIBIT D 
  
 FORM OF ESTOPPEL CERTIFICATE 
  

	                     ,
20        

	
	  
	

	  
	

	  
	

	  
	

	 

  

	Re	529 Almanor Avenue 

 Sunnyvale, California 
  
 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, except as follows:
                                       
 . 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, except as
follows:
                                       
     . 
  
 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, except as follows:
                            . 
  
 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,
	
	T- SPAN SYSTEMS CORPORATION
		
	By:	 	 
	 	

	 Name:
	 	 
	 	

	 Title:
	 	 
	 	


  

 1.