exhibit101_bishopranchbu






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                          FIVE9, INC.                                                   3001 BISHOP DRIVE, SUITES 250 AND 350                                                                 SAN RAMON, CA 94583                                                       BISHOP RANCH - BUILDING LEASE                                                                                                                                                                                                                                                                                                   16764.040 4830-2660-4226.6  





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                  BISHOP RANCH - BUILDING LEASE                                                                                           TABLE OF CONTENTS                                                                                      Page             1.    PREMISES ..........................................................................................................................1                  1.1     Demise of Premises .............................................................................................1                  1.2     As-Is Condition ...................................................................................................1                  1.3     Early Access ........................................................................................................2                  1.4     Common Areas ...................................................................................................2             2.    TERM ..................................................................................................................................3                  2.1     Initial Term..........................................................................................................3                  2.2     Acknowledgment of Commencement Date ........................................................3                  2.3     Options to Extend ................................................................................................4                  2.4     Definition of “Term” ...........................................................................................8             3.    RENT ...................................................................................................................................8                  3.1     Base Rent ............................................................................................................8                  3.2     Additional Rent ...................................................................................................8                  3.3     Advance Rent ......................................................................................................8                  3.4     Abated Base Rent ................................................................................................8                  3.5     Manner of Payment or Rent ................................................................................9             4.    OPERATING COSTS; ADDITIONAL TAXES.................................................................9                  4.1     Definitions ...........................................................................................................9                  4.2     Payment of Tenant’s Share of Operating Costs ................................................14                  4.3     Notice and Payment ..........................................................................................15                  4.4     Additional Taxes ...............................................................................................16                  4.5     Tenant’s Right to Inspection and Audit ............................................................16             5.    SECURITY DEPOSIT.......................................................................................................17                  5.1     Deposit and Application ....................................................................................17                  5.2     Return at Lease Expiration ................................................................................18             6.    USE ....................................................................................................................................18                  6.1     Use ....................................................................................................................18                  6.2     Suitability ..........................................................................................................18                  6.3     Uses Prohibited .................................................................................................19                  6.4     Tenant Disturbance ...........................................................................................20             7.    SERVICE AND UTILITIES .............................................................................................20                  7.1     Landlord’s Obligations......................................................................................20                  7.2     Tenant’s Obligations .........................................................................................21                  7.3     Additional Requirements ..................................................................................21                  7.4     Service Failure ..................................................................................................22              16764.040 4830-2660-4226.6            i 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   7.5     Tenant’s Supplemental Unit ..............................................................................23                  7.6     Energy Consumption Reporting ........................................................................24             8.    MAINTENANCE AND REPAIRS ...................................................................................24                  8.1     Landlord’s Obligations......................................................................................24                  8.2     Tenant’s Obligations .........................................................................................25                  8.3     Waiver of Repair and Deduct Statutes ..............................................................26             9.    ALTERATIONS AND ADDITIONS................................................................................26                  9.1     No Alterations Without Consent .......................................................................26                  9.2     Performance of Alterations ...............................................................................27                  9.3     Ownership of Improvements .............................................................................28                  9.4     Ownership of Personal Property .......................................................................28                  9.5     Communications Lines and Cabling .................................................................28             10.   ENTRY BY LANDLORD .................................................................................................28             11.   LIENS ................................................................................................................................29             12.   INDEMNITY .....................................................................................................................29                  12.1    Indemnity ..........................................................................................................29                  12.2    Exemption of Landlord from Liability ..............................................................30             13.   INSURANCE .....................................................................................................................31                  13.1    Tenant’s Insurance ............................................................................................31                  13.2    Landlord’s Insurance .........................................................................................32                  13.3    Waiver of Subrogation ......................................................................................32                  13.4    Tenant’s Property ..............................................................................................32             14.   DAMAGE OR DESTRUCTION .......................................................................................32                  14.1    Landlord’s Duty to Repair ................................................................................32                  14.2    Landlord’s Right to Terminate ..........................................................................33                  14.3    Tenant’s Right to Terminate .............................................................................34                  14.4    Exclusive Rights ...............................................................................................34             15.   CONDEMNATION ...........................................................................................................34             16.   ASSIGNMENT AND SUBLETTING ..............................................................................35                  16.1    Landlord’s Consent Required ...........................................................................35                  16.2    Reasonable Consent ..........................................................................................35                  16.3    Excess Consideration ........................................................................................36                  16.4    No Release of Tenant ........................................................................................36                  16.5    Fees ...................................................................................................................36                  16.6    Effectiveness of Transfer ..................................................................................37                  16.7    Intentionally Omitted ........................................................................................37                  16.8    Certain Transfers ...............................................................................................37                  16.9    Permitted Transfers ...........................................................................................37              16764.040 4830-2660-4226.6            ii 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   16.10   Tenant Remedies ...............................................................................................38             17.   SUBORDINATION ...........................................................................................................38                  17.1    Subordination ....................................................................................................38                  17.2    Subordination Agreements ................................................................................38                  17.3    Attornment ........................................................................................................39                  17.4    SNDA ................................................................................................................39             18.   QUIET ENJOYMENT.......................................................................................................39             19.   DEFAULT; REMEDIES ...................................................................................................39                  19.1    Default ...............................................................................................................39                  19.2    Landlord’s Remedies ........................................................................................40                  19.3    Landlord’s Right to Cure ..................................................................................41                  19.4    Waiver of Forfeiture ..........................................................................................41                  19.5    Late Charges......................................................................................................42                  19.6    Interest ...............................................................................................................42                  19.7    Default by Landlord ..........................................................................................42                  19.8    Consequential Damages ....................................................................................43             20.   PARKING ..........................................................................................................................43             21.   Intentionally Omitted .........................................................................................................44             22.   MORTGAGEE PROTECTION ........................................................................................44                  22.1    Default Notices to Security Holders .................................................................44                  22.2    Rent Payment Notice.........................................................................................44             23.   ESTOPPEL CERTIFICATES ...........................................................................................44             24.   SURRENDER, HOLDING OVER ....................................................................................45                  24.1    Surrender ...........................................................................................................45                  24.2    Abandoned Property..........................................................................................45                  24.3    Holding Over .....................................................................................................46             25.   HAZARDOUS SUBSTANCES ........................................................................................46                  25.1    Tenant’s Obligations and Indemnity .................................................................46                  25.2    Testing ...............................................................................................................47                  25.3    Landlord’s Representation ................................................................................47                  25.4    Definitions .........................................................................................................47                  25.5    Governing Agreements .....................................................................................47             26.   SIGNS ................................................................................................................................47                  26.1    Tenant’s Signage ...............................................................................................47                  26.2    Rights Personal to Tenant .................................................................................48              16764.040 4830-2660-4226.6            iii 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             27.   COMPLIANCE WITH LAWS ..........................................................................................48                  27.1    Landlord’s Obligations......................................................................................48                  27.2    Tenant’s Obligations .........................................................................................49                  27.3    Disclosure Regarding Certified Access Specialist ............................................49             28.   RULES AND REGULATIONS ........................................................................................49             29.   NOTICES ...........................................................................................................................50             30.   AUTHORITY ....................................................................................................................50             31.   RESERVED .......................................................................................................................50             32.   BROKERS .........................................................................................................................50             33.   RESERVED RIGHTS .......................................................................................................50             34.   TRANSFER OF THE BUILDING BY LANDLORD ......................................................51             35.   MISCELLANEOUS ..........................................................................................................51                  35.1    Captions; Attachments; Defined Terms ............................................................51                  35.2    Entire Agreement ..............................................................................................51                  35.3    Severability .......................................................................................................51                  35.4    Costs of Suit ......................................................................................................51                  35.5    Joint and Several Liability ................................................................................52                  35.6    Independent Covenants; Binding Effect; Choice of Law .................................52                  35.7    Waiver ...............................................................................................................52                  35.8    Force Majeure ...................................................................................................52                  35.9    Landlord’s Liability ..........................................................................................53                  35.10   Consents and Approvals ....................................................................................53                  35.11   Delivery of Financial Statements ......................................................................53                  35.12   Relationship of Parties ......................................................................................53                  35.13   Administrative Charges .....................................................................................54                  35.14   Survival .............................................................................................................54                  35.15   Sanctions Lists ..................................................................................................54                  35.16   Time Periods .....................................................................................................55                  35.17   Time of the Essence ..........................................................................................55                  35.18   Execution; Counterparts ....................................................................................55                  35.19   ARBITRATION. ...............................................................................................55             36.   RIGHT OF FIRST OFFER ................................................................................................56                  36.1    First Offer Space ...............................................................................................56                  36.2    First Offer Notice ..............................................................................................57                  36.3    Procedure for Acceptance .................................................................................57                  36.4    Tenant’s Offering Notice; Other Terms and Conditions...................................58                  36.5    Amendment to Lease.........................................................................................58                  36.6    Conditions of Exercise ......................................................................................59              16764.040 4830-2660-4226.6            iv 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   36.7    Rights Personal to Tenant .................................................................................59             37.   ROOFTOP EQUIPMENT .................................................................................................59                  37.1    Communications and HVAC Equipment ..........................................................59                  37.2    Reserved ............................................................................................................60                  37.3    Interference .......................................................................................................60                  37.4    Roof Repairs .....................................................................................................61                  37.5    Rules and Regulations .......................................................................................61                  37.6    Rights Personal to Tenant .................................................................................61                                                  16764.040 4830-2660-4226.6            v 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         Exhibits                        EXHIBIT A –  FLOOR PLAN OF PREMISES            EXHIBIT B –  WORK LETTER            EXHIBIT B-1  REQUIRED  INFORMATION  FOR  DESIGN  DEVELOPMENT  PLAN  AND                         CONSTRUCTION DRAWINGS            EXHIBIT C –  RULES AND REGULATIONS            EXHIBIT D –  FORM OF ESTOPPEL CERTIFICATE             EXHIBIT E –  RESERVED PARKING SPACES            EXHIBIT F –  SIGNAGE PLAN            EXHIBIT G –  ACKNOWLEDGMENT OF COMMENCEMENT OF LEASE            EXHIBIT H –  RESTRICTIONS ON USE OF PREMISES            EXHIBIT I –  FORM OF SNDA            EXHIBIT J –  EXISTING EXCLUSIVES            EXHIBIT K –  INTENTIONALLY OMITTED            EXHIBIT L –  EXISTING FF&E                                      16764.040 4830-2660-4226.6            vi 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                      INDEX OF DEFINED TERMS                                                                                      Page             Above-Standard Improvements .................................................................................................... 26            ADA .............................................................................................................................................. 49            Additional Rent ............................................................................................................................... 8            Adverse Condition ........................................................................................................................ 42            Alterations ..................................................................................................................................... 26            Alterations Proposal ...................................................................................................................... 27            Anticipated Delivery Date ............................................................................................................ 57            Arbitration Panel ............................................................................................................................. 7            Base Building Systems ................................................................................................................. 25            Base Rent ........................................................................................................................................ 8            Basic Lease Provisions .................................................................................................................. xi            Bishop Ranch Declaration ............................................................................................................ 19            Books and Records ....................................................................................................................... 16            Building.......................................................................................................................................... xi            Building Operating Costs .............................................................................................................. 14            Building Risers.............................................................................................................................. 60            Building Standard Improvements ................................................................................................. 26            Building Standard Lighting........................................................................................................... 20            Cabling .......................................................................................................................................... 28            Cap Shortfall ................................................................................................................................. 14            CASp ............................................................................................................................................. 49            Casualty......................................................................................................................................... 32            Casualty Termination Condition ................................................................................................... 33            Change of Ownership ................................................................................................................... 37            Claims ........................................................................................................................................... 30            Common Areas ............................................................................................................................... 2            Comparison Buildings .................................................................................................................... 4            Comparison Leases ......................................................................................................................... 4            Complex ......................................................................................................................................... xi            Connections................................................................................................................................... 60            Controllable Cost Cap ................................................................................................................... 14            Controllable Operating Costs ........................................................................................................ 13            Cost-Saving Expenditures ............................................................................................................. 10            Country Lists ................................................................................................................................. 54            CPA ............................................................................................................................................... 17            Default Rate .................................................................................................................................. 42            Election Date ................................................................................................................................. 57            Environmental Laws ..................................................................................................................... 47            Estimated Excess .......................................................................................................................... 15            Event of Default ............................................................................................................................ 39            Excessive Utilities ......................................................................................................................... 21            Excluded Costs.............................................................................................................................. 11              16764.040 4830-2660-4226.6           vii 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Existing FF&E ................................................................................................................................ 1            Expiration Date ............................................................................................................................. xii            Exterior Signage............................................................................................................................ 48            Fair Market Value ........................................................................................................................... 4            First Offer Notice .......................................................................................................................... 57            First Offer Space ........................................................................................................................... 56            FMV Determination ........................................................................................................................ 5            Force Majeure Events ................................................................................................................... 52            GAAP ............................................................................................................................................ 10            General Contractor ........................................................................................................................ 27            Hazardous Substances ................................................................................................................... 47            Holdover Rate ............................................................................................................................... 46            Holidays ........................................................................................................................................ 20            HVAC ........................................................................................................................................... 25            Impasse Date ................................................................................................................................... 6            Indemnitee..................................................................................................................................... 29            Indemnitees ................................................................................................................................... 29            Independent Arbitrator .................................................................................................................... 6            Initial Term ..................................................................................................................................... 3            Inspection Notice .......................................................................................................................... 16            Interruption Notice ........................................................................................................................ 23            Land ............................................................................................................................................... xi            Landlord ......................................................................................................................................... xi            Landlord Breach............................................................................................................................ 42            Landlord Casualty Notice ............................................................................................................. 33            Landlord’s Dispute Notice ............................................................................................................ 43            Landlord’s Personal Property ......................................................................................................... 9            Landlord’s Representatives ........................................................................................................... 28            Legal Requirements ...................................................................................................................... 48            Negotiation Period ........................................................................................................................ 55            Net Worth...................................................................................................................................... 38            Normal Hours of Operation .......................................................................................................... 20            Notice Date ..................................................................................................................................... 4            Notice of Proposed Transfer ......................................................................................................... 35            OFAC ............................................................................................................................................ 54            OFAC Sanctions List .................................................................................................................... 54            Operating Cost Estimate ............................................................................................................... 15            Operating Cost Payments .............................................................................................................. 15            Operating Costs ............................................................................................................................... 9            Option Exercise Deadline ............................................................................................................... 4            Option Exercise Notice ................................................................................................................... 4            Option Term .................................................................................................................................... 4            Option to Extend ............................................................................................................................. 4            Original Tenant ............................................................................................................................... 7            Permitted Assignee ....................................................................................................................... 38            Permitted Transfer ........................................................................................................................ 37              16764.040 4830-2660-4226.6           viii 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Permitted Transferee ..................................................................................................................... 37            Premises ......................................................................................................................................... xi            Premises Identification Signage .................................................................................................... 48            Private Restrictions ....................................................................................................................... 19            Project ............................................................................................................................................ xi            Project Operating Costs ................................................................................................................ 14            Project Parking Ratio .................................................................................................................... 43            Property Taxes ................................................................................................................................ 9            Regulated Entity............................................................................................................................ 55            Rent ................................................................................................................................................. 9            Rent Abatement .............................................................................................................................. 8            Rent Abatement Period ................................................................................................................... 8            Rent Payment Notice .................................................................................................................... 44            Restoration .................................................................................................................................... 33            Right of First Offer ....................................................................................................................... 56            Roof Repairs ................................................................................................................................. 61            Rooftop Area ................................................................................................................................. 60            Rooftop Equipment ....................................................................................................................... 60            Rooftop Unit ................................................................................................................................. 60            Rules and Regulations................................................................................................................... 49            Sanctions List ................................................................................................................................ 54            Satellite Dish ................................................................................................................................. 60            SDC ............................................................................................................................................... 27            Security Holder ............................................................................................................................. 38            Service Failure .............................................................................................................................. 23            Signage Criteria ............................................................................................................................ 48            Signage Specifications .................................................................................................................. 48            SNDA ............................................................................................................................................ 39            Statement....................................................................................................................................... 15            Subject Space ................................................................................................................................ 35            Superior Encumbrance .................................................................................................................. 38            Superior Right ............................................................................................................................... 58            Superior Rights ............................................................................................................................. 57            Supplemental HVAC Equipment .................................................................................................. 60            Supplemental Unit ........................................................................................................................ 23            Taking ........................................................................................................................................... 34            Telecom Equipment ...................................................................................................................... 60            Tenant ............................................................................................................................................ xi            Tenant Parties................................................................................................................................ 30            Tenant Party .................................................................................................................................. 30            Tenant Systems ............................................................................................................................. 25            Tenant’s Building Share .............................................................................................................. xiii            Tenant’s Early Access..................................................................................................................... 2            Tenant’s Election Notice............................................................................................................... 57            Tenant’s Personal Property ........................................................................................................... 28            Tenant’s Project Share ................................................................................................................. xiii              16764.040 4830-2660-4226.6            ix 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Tenant’s Representatives .............................................................................................................. 25            Tenant’s Self-Help Notice ............................................................................................................ 42            Tenant’s Share ............................................................................................................................. xiii            Tenant-Insured Suite Improvements ............................................................................................. 25            Tenant's Offering Notice ............................................................................................................... 57            Transfer ......................................................................................................................................... 35            Transfer Premium ......................................................................................................................... 36            Transferee ..................................................................................................................................... 35            U.N. List........................................................................................................................................ 54            Work Letter ................................................................................................................................... xii                          16764.040 4830-2660-4226.6            x 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                            BISHOP RANCH                                           BUILDING LEASE                   This Bishop  Ranch  Building Lease (this  “Lease”) is  made  as  of _________________,July 29th, 2020             2020, by and between 2600 CR, LLC, a Delaware limited liability company (“Landlord”), and            FIVE9, INC., a Delaware corporation (“Tenant”).                                        BASIC LEASE PROVISIONS                   Each reference in this Lease to the “Basic Lease Provisions” shall mean and refer to the            following terms.  In the event of a conflict between the Basic Lease Provisions and the body of            this Lease, the Basic Lease Provisions shall control.             Section                                   No.                                                        1.1    Premises:            Suites 250  and  350,  consisting  of  approximately 104,253                                          rentable square feet. The Premises  are in  the South  Wing,                                          South End of the “Building” (as defined below).                                                        1.1    Address of Premises: 3001 Bishop Drive, Suites 250 and 350, San Ramon, CA                                          94583.                                                                                                  1.1    Description of       The  Premises  comprise 22.28% of  the  building  located  at                     Building and         3001 Bishop Drive (such area being herein, the “Building”).                      Complex:             The  Building  is  part  of  a  larger  connected  building  area                                          comprised of four (4) distinct wings or areas.  The Building                                          and such additional wings or areas are commonly known as                                          BR 2600 and are herein the “Complex”.                                                        1.1    Description of Project: The  Complex,  together  with  the  land  situated  under  and                                          adjacent  to  the  Complex,  including  parking  areas  (the                                          “Land”), are herein referred to as the “Project”.                                                        1.1    Floor Area of        Approximately 104,253 rentable square feet.                     Premises:                                                        1.1    Floor Area of        Approximately 467,876 rentable square feet.                     Building:                                                        1.1    Floor Area of        Approximately 1,735,361 rentable square feet.                     Complex:                                                        16764.040 4830-2660-4226.6            xi 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D               2.1    Commencement Date:   The later to occur of (a) the “Substantial Completion Date”                                          (as defined in the Work Letter attached hereto as Exhibit B                                          (the “Work Letter”)), or (b) February 1, 2021.                                                        2.1    Target                                    Commencement Date:   February 1, 2021                                                        2.1    Expiration Date:     The last day of the one hundred twentieth (120th) full                                          calendar month commencing on or after the                                          Commencement Date.                                                        2.1    Initial Term         One Hundred Twenty (120) full calendar months beginning                                          on the Commencement Date, together with any partial first                                          month if the Commencement Date is not the first day of a                                          calendar month.                                                        3.1    Base Rent:                                                           Annual Rate per   Monthly Rate per      Monthly                                    Rentable Square    Rentable Square      Base Rent               Months of Term or                                         Foot               Foot           (rounded to the                    Period                                    (rounded to the nearest (rounded to the nearest nearest 100th of a                                      100th of a dollar) 100th of a dollar)   dollar)              Commencement Date -                                         $42.00              $3.50          $364,885.50                  Month 12*               Month 13 - Month 24       $43.26              $3.61          $375,832.07               Month 25 - Month 36       $44.56              $3.71          $387,107.03               Month 37 - Month 48       $45.89              $3.82          $398,720.24               Month 49 - Month 60       $47.27              $3.94          $410,681.85               Month 61 - Month 72       $48.69              $4.06          $423,002.31               Month 73 - Month 84       $50.15              $4.18          $435,692.38               Month 85 – Month 96       $51.65              $4.30          $448,763.15               Month 97 – Month 108      $53.20              $4.43          $462,226.04              Month 109 - Expiration                                        $54.80              $4.57          $476,092.82                     Date                           16764.040 4830-2660-4226.6           xii 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   If the Commencement  Date is  a date other than the first day of  a calendar month, the            foregoing adjustments to Base Rent shall be effective as of the first day of the calendar month            immediately following the anniversary of the Commencement Date.                   * Subject to “Rent Abatement” as defined and provided in Section 3.4 below.               4.2    Operating Costs (per To  be  based  upon  actual Building Operating  Costs or                     Base Year):          Project Operating Costs, as the case may be, for the 2021                                          calendar year.                                                        4.2    Tenant’s Share:      22.28% for  Operating  Costs  of  the  Building  (“Tenant’s                                          Building Share”).  6.01% for Operating Costs of the Project                                          (“Tenant’s Project Share”).                                                         5     Security Deposit:    $476,092.82                                                        6.1    Use of Premises:     General  office  and  for  no  other  use,  subject  to  the                                          restrictions  set  forth  on Exhibit H. For  purposes  hereof,                                          general office uses shall include, but not be limited to, the                                          following, provided the same are consistent with a “Class                                          A” office  building and provided that  in  no  event  may                                          Tenant's use of  the  Premises violate  the “Rules  and                                          Regulations”, as that term is defined in Section 28, or any                                          “Legal  Requirements,” as  that  term  is  defined  in                                          Section 27.1 below: call  center,  data  processing,  data                                          center/IT  functions,  a  network  operations  center  (which                                          operates  on  a  24x7  basis),  employee  training,  employee                                          lunch and/or kitchen facilities (including vending machines                                          for Tenant's use only) and any other legally permitted uses                                          consistent with the character of similar office buildings in                                          the Tri-Valley area.                                                          20    Parking:             A parking ratio of 3.25 stalls per 1,000 rentable square feet                                          of office space (i.e., three hundred thirty-nine (339) parking                                          spaces) of which ten (10) parking spaces shall be reserved                                          spaces in accordance with Section 20, all of which shall be                                          at no cost to Tenant during the Initial Term.                                                         32    Tenant’s Broker(s):  Jones Lang LaSalle Brokerage, Inc. (“JLL”)                                                        16764.040 4830-2660-4226.6           xiii 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D              3.5 and Address for Payments                29    and Notices:                                       Landlord Payment Address:               Tenant  Notice  Address  prior  to                                                             Commencement Date:                     2600 CR, LLC                            4000 Executive Parkway, Suite 400                     P.O. Box 640                            San Ramon, CA 94583                     San Ramon, CA 94583                     Attn: General Counsel                                                                                  Landlord Notice Address:                Tenant Notice Address after                                                             Commencement Date:                     2600 CR, LLC                            3001 Bishop Drive, Suite 350                     2600 Camino Ramon, Suite 201            San Ramon, CA 94583                     San Ramon, CA 94583                     Attn: General Counsel                     Attention: General Counsel                                                                          Work    Suite Improvement Allowance: $40.00 per rentable square foot             Letter,                                           Section              3.2              16764.040 4830-2660-4226.6           xiv 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                            BISHOP RANCH                                           BUILDING LEASE                   1.    PREMISES.                         1.1   Demise of Premises.  Landlord hereby leases to Tenant and Tenant hereby            leases from Landlord the Premises described in the Basic Lease Provisions.  The Premises are            located in the Building, which is part of the Complex identified in the Basic Lease Provisions.  As            further described in the Basic Lease Provisions, the Complex and the Land comprise the Project.             The Premises are depicted on the floor plan attached hereto as Exhibit A.  The parties acknowledge            and agree that the approximate rentable square footages set forth in the Basic Lease Provisions for            the Premises, Building and Complex are deemed to be correct for all purposes of this Lease.  The            parties acknowledge and agree that the rentable square footage of the Premises was determined by            Landlord  in  accordance  with  the  2010  Building  Owners  and  Managers  Association  Standard            Method for Measuring Floor Area in Office Buildings (ANSI/BOMA Z65.1-2010) and utilizing a            19.5% load factor.                         1.2   As-Is Condition.                                 (a)   Tenant  accepts  the  Premises  in  their  present “As  Is” condition,            provided the “Suite Improvements” are “Substantially Completed” (as such terms are defined in            the Work Letter) in accordance with the Work Letter, and acknowledges that (i) neither Landlord            nor any of its employees or agents has made any representations regarding the Premises or the            condition thereof; and (ii) except for the Suite Improvements and the delivery condition described            in Section 1.2(b) below, Landlord has no obligation to perform any work, supply any materials,            incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s            occupancy;  provided,  however,  that  nothing  in  this Section  1.2(a) shall  limit  Landlord’s            obligations  under Sections  8.1 and 27.1 below.  In addition,  as  of the date the existing tenant            vacates and surrenders the Premises, Landlord shall convey and transfer to Tenant the existing            furniture, fixtures and equipment in the Premises shown on Exhibit L (“Existing FF&E”).  The            Existing FF&E shall be so transferred to Tenant on an “as is” basis with no representation or            warranty of any kind from, and no recourse against, Landlord; provided, however, that Landlord            shall, as of the date the existing tenant vacates and surrenders the Premises, own all of the Existing            FF&E free and clear of all liens and encumbrances and shall have the authority to so transfer the            Existing FF&E.  The transfer of ownership of the Existing FF&E shall occur automatically on the            date the existing tenant vacates and surrenders the Premises, and this Lease shall constitute a bill            of sale evidencing the transfer of the Existing FF&E on the Commencement Date, unless otherwise            agreed to in a writing signed by both Landlord and Tenant.                                 (b)   Upon Landlord’s delivery of possession of the Premises to Tenant,            the Premises shall comply in all material respects with all Legal Requirements (as then interpreted            by applicable governmental or quasi-governmental authorities), without regard to any specific use            of the Premises by Tenant.  If Landlord or Tenant receives written notice from any governmental            or quasi-governmental authority that any portion of the Premises violated Legal Requirements as            of the Commencement Date, Landlord shall not be liable to Tenant for any damages, but Landlord,              16764.040 4830-2660-4226.6            1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             at no cost to Tenant, shall, as Tenant’s sole remedy, perform such work or take such other action            as may be necessary to cure such violation, but only to the extent that such violation materially            and adversely affects Tenant’s use or occupancy of the Premises.  Notwithstanding the foregoing,            (i) Landlord shall have the right to contest any alleged violation in good faith, including, without            limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert            any and all defenses allowed by law, and the right to appeal any decisions, judgments or rulings to            the fullest extent permitted by law, and Landlord’s obligation to perform work or take such other            action to cure a violation under this Section 1.2(b) shall apply after the exhaustion of any and all            rights to appeal or contest; and (ii) issuance of a temporary or final certificate of occupancy with            respect to the Tenant Improvements (or if such certificates are not customarily issued for such            work by the local governmental authority, then the final inspection and sign-off on the job card for            such  work  by  the  building  inspectors(s)),  shall  conclusively  establish  the  compliance  of  the            Premises with Legal Requirements, including the ADA.                         1.3   Early Access.  Tenant shall be permitted to enter the Premises beginning            approximately four (4) weeks before the Commencement Date for the sole purpose of installing            furniture, fixtures and equipment (including data and telephone lines and equipment) therein and            otherwise readying the Premises for Tenant’s occupancy (“Tenant’s Early Access”), provided that            (a) Tenant’s Early Access must not unreasonably interfere with or delay completion of Landlord’s            construction of the Suite Improvements, (b) prior to Tenant’s entry in the Premises, Tenant shall            furnish  to  Landlord  certificates  of  insurance reasonably satisfactory  to  Landlord  evidencing            Tenant’s compliance with the requirements of Section 13.1 below, and a schedule, for Landlord’s            reasonable approval, which schedule shall detail the timing and purpose of Tenant’s entry; and            (c) Tenant’s  work  in  the  Premises  prior  to  the  Commencement  Date  shall  comply  with  the            requirements of Section 9 below.  Tenant’s Early Access shall include reasonable access to and            use of loading dock facilities, parking facilities and freight elevator(s), as well as reasonable access            to and use of appropriate electrical and other systems and related facilities, all subject to the terms            and conditions set forth in this Section 1.3.  Tenant’s Early Access shall be subject to all of the            terms, covenants and conditions of this Lease, including Tenant’s indemnity obligations set forth            in Section 12 below, except that Landlord agrees that Tenant’s obligation to pay Base Rent and            “Operating Cost Payments” (as defined in Section 4.3 below) shall be waived and, prior to the            Commencement Date, there shall be no charge to Tenant, its contractors or their subcontractors            for electricity, heating, ventilation, air conditioning, security, insurance (except as relates to work            which  Tenant  and/or  its  contractors  or  their  subcontractors  may  undertake  in  the  Premises,            including general liability coverage) and/or taxes, or for the use of parking and the loading dock            or freight elevator(s), or the personnel required for the operation thereof.                         1.4   Common Areas.  Tenant,  its  employees,  contractors, agents  and invitees            shall have the non-exclusive right, throughout the Term, to use the “Common Areas”, which shall            mean, collectively, all areas of the Building, Project and Complex designated by Landlord from            time to time for the common use or benefit of occupants of the Building or other buildings in the            Complex,  and  their  employees  and  invitees,  including  certain  amenities  shared  amongst  the            buildings comprising the Complex.  To the extent so designated by Landlord, Common Areas may            include portions of the landscaping, parking lots, walkways, roadways, driveways and patio or            plaza areas outside the Complex and within the Project, as well as Building entrances, common            lobbies, hallways, fire vestibules, common restrooms, mechanical areas, ground floor corridors,            elevators and elevator lobbies, electrical and janitorial closets, telephone and equipment rooms,              16764.040 4830-2660-4226.6            2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             loading  and  unloading  areas,  ramps,  stairs,  and  similar  access  ways  and  service  ways  in  and            adjacent to the Building and other buildings in the Complex.  The Common Areas shall be subject            to  the  exclusive  management  and  control  of Landlord,  and  Landlord  shall  exercise  such            management and control in a manner that will maintain the Common Areas reasonably consistent            with the standards of other comparable first class office projects in the I-680 Corridor and Tri-           Valley Area markets.  Without limiting the generality of the foregoing, Tenant acknowledges that            its right to the use of certain common meeting rooms is subject to the priority usage rights of            existing tenants, and the obligations of Landlord, pursuant to the terms of existing leases; provided,            however, for  the  sake  of  clarity,  that  at  no  time  shall  Landlord  cancel  or  modify  Tenant’s            reservations of any common meeting rooms as  a result of the priority usage rights of existing            tenants.  Landlord shall have the right from time to time to relocate and limit the use of particular            areas  or  portions  of  the  Common  Areas  (including  determining  the  operating  hours  of  any            amenities located therein).  Landlord shall also have the right to close all or any portion of the            Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication            thereof or the accrual of any rights in any person, as well as the right to convert Common Areas to            other uses, including leasable area, and otherwise make changes to the Common Areas, including            changes in the location of any driveways, entrances, exits, walkways, vehicular parking spaces,            parking  areas,  the  direction  of  the  flow  of  traffic,  or the  construction  of  additional  structures            thereon, provided that, in making any such changes  to  the Common Areas,  Landlord will use            commercially reasonable efforts not to unreasonably interfere with Tenant’s use or occupancy of            the Premises.  Landlord shall also have the right, from time to time, to impose reasonable controls            on  access  to  the  Building.   Such  limitation  or  control  upon  access  may  include  establishing            procedures  for  deliveries  by  messengers  and  caterers,  and  access  to  the  Premises  by  Tenant’s            invitees and employees.  Tenant shall not be denied access to the Premises or Common Areas,            except  for  limited  periods  of  time  upon  reasonable  advance  written  notice, or in  emergency            situations, or as mandated by governmental authority.                   2.    TERM.                         2.1   Initial Term.   The initial  term  (the “Initial  Term”) of  this  Lease  shall            commence on the Commencement Date and shall end on the Expiration Date specified in the Basic            Lease Provisions, unless sooner terminated or extended pursuant to this Lease; provided, however,            that  if  the  Substantial  Completion  Date  does  not  for  any  reason  occur (or  be  deemed  to  have            occurred) on or before the Target Commencement Date set forth in the Basic Lease Provisions,            then (a) this Lease shall not be void or voidable by either party, and (b) Landlord shall not be liable            to Tenant for any loss or damage resulting therefrom.  This Lease shall be a binding contractual            obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding            the later commencement of the Term.                         2.2   Acknowledgment  of  Commencement  Date.  Upon  determination  of  the            Commencement  Date,  Landlord and Tenant shall  execute a  written  acknowledgment  of  the            Commencement Date and Expiration Date in the form attached hereto as Exhibit G.  Tenant shall            execute and return (or, by notice to Landlord, reasonably object to) such acknowledgment within            five (5) business days after receipt, and if Tenant fails to do so, Tenant shall be deemed to have            executed and returned the acknowledgment without exception.              16764.040 4830-2660-4226.6            3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         2.3   Options to Extend.                                 (a)   Option Terms;  Exercise.  Landlord hereby  grants  Tenant two (2)            options to extend the Term for periods of five (5) years each (each, an “Option Term”, and each            such  option,  an “Option  to  Extend”);  provided  subject  to  complying  with  the  balance  of  this            Section 2.3, Tenant shall have the right, but not the obligation, to exercise both Options to Extend            for a single 10-year Option Term.  Tenant’s notice of its election to exercise an Option to Extend            (each, an “Option Exercise Notice”) must be given to Landlord in writing no sooner than fifteen            (15) months and no later than twelve (12) months prior to the expiration date of the then-current            Term (“Option Exercise Deadline”).  If any such written notice is not delivered to Landlord within            the required period, Tenant shall be deemed to have waived that and any future Option to Extend.             Anything herein contained to the contrary, (i) Tenant shall have no right to exercise an Option to            Extend if any person or entity other than Tenant or its “Permitted Transferees” (as defined in            Section 16.9 below) is then physically or legally occupying any portion of the Premises; (ii) Tenant            shall  have  no  right  to  exercise  an  Option  to  Extend  if an “Event  of  Default” (as  defined  in            Section 19.1 below) exists on the date of giving the Option Exercise Notice (the “Notice Date”);            and  (iii)  if an  Event  of  Default  exists on  the  date  an  Option  Term  is  to  commence,  then,  at            Landlord’s election by written notice to Tenant, the Option Term shall not commence and this            Lease shall expire at the end of the then-current term.                                (b)   Conditions.  If Tenant  exercises an Option to Extend pursuant to            Section 2.3(a) above, all of the terms, covenants and conditions of this Lease shall continue in full            force and effect during the applicable Option Term, including the provisions regarding payment            of Additional Rent, which shall remain payable on the terms herein set forth, except that: (i) the            Base  Rent  for  the  subject  Option  Term  shall  be  set  at “Fair  Market  Value” as defined in            Section 2.3(c) below; (ii) the Base Year for the first Option Term shall be calendar year 2031 and,            if applicable, the Base Year for the second Option Term shall be calendar year 2036; (iii) Tenant            shall continue to possess and occupy the Premises in their existing condition, “as is”, as of the            commencement  of  the subject Option Term,  and  Landlord  shall  have  no  obligation to  repair,            remodel,  improve  or  alter  the  Premises,  to  perform  any  other  construction  or  other  work  of            improvement  upon  the  Premises,  or  to  provide  Tenant  with  any  construction  or  refurbishing            allowance whatsoever (and such factors in “Comparison Leases” (as defined below) shall, together            with the other factors set forth in Section 2.3(c) below, be taken into account in determining the            subject Fair Market Value); and (iv) Tenant shall have no further rights to extend the Term after            the expiration of the second Option Term or the single 10-year Option Term if exercised by Tenant,            unless otherwise agreed to in writing by Landlord and Tenant.                               (c)   Fair Market Value.  The term “Fair Market Value” used in this Lease            shall  mean  the  annual  rental  rate  being  charged for  space  comparable in  size,  location  and            conditions to  the  Premises  within the Building  and  other  comparable buildings in  the I-680            Corridor  and  Tri-Valley  Area  markets (“Comparison  Buildings”), based  upon  binding  lease            transactions for tenants in the Building and Comparison Buildings that, where possible, commence            or are to commence within six (6) months prior to or within six (6) months after the commencement            of the applicable Option Term (“Comparison Leases”).  Comparison Leases shall include renewal            and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another            tenant’s expansion rights.  Rental rates payable under Comparison  Leases shall be adjusted to            account for variations between this Lease and the Comparison Leases with respect to all relevant              16764.040 4830-2660-4226.6            4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             factors, including: (i) rental structure, including rental rates per rentable square foot (including            type,  gross  or  net,  and  if  gross,  adjusting  for  the  base  year  or  expense  stop),  and  escalation            provisions, (ii) the permitted use, location, floor level and outlooks of the Premises compared to            the premises of the Comparison Leases, (iii) the location, quality and age of the Building compared            to the building(s) of the Comparison Leases, (iv) the definition of rentable area or net rentable            area, as the  case may be, under this  Lease compared to  the Comparison  Leases,  (v) free  rent,            moving  allowances  and  other rental  concessions affecting  the  rental  rate, (vi) leasehold            improvements and/or allowances, including the amounts thereof in renewal leases, and taking into            account,  in  the  case  of  renewal  leases  (including  this  Lease),  the  value  of  existing  leasehold            improvements to the renewal tenant, (vii) the date the particular rate under the Comparison Leases            became effective compared to the commencement of the applicable Option Term, (viii) the length            of the applicable Option Term compared to the lease term of the Comparison Leases, (ix) the extent            of amenities  and services  provided  under this  Lease compared  to those  provided  under the            Comparison Leases, (x) the credit standing and financial stature of the tenant, (xi) the payment of            a leasing commission and/or fees/bonuses in lieu thereof, whether to Landlord, any person or entity            affiliated with Landlord, or otherwise, and (xii) any other relevant factors, terms and/or conditions            contained in the Comparison Leases.  The Fair Market Value may include annual or other periodic            increases.                                 (d)   Landlord Notification of Fair Market Value.                                       (i)   Without  limiting  the  provisions  of Section  2.3(a) above,            Tenant shall have the right to deliver to Landlord no sooner than fifteen (15) months and no later            than thirteen (13) months prior to the expiration date of the then-current Term an initial notice            requesting Landlord's determination of the Fair Market Value of the Premises for the applicable            Option Term (“Tenant's FMV Request”).  Within fifteen (15) days following Landlord's receipt of            Tenant's FMV Request, Landlord shall provide such determination to Tenant.  Tenant's delivery            of Tenant's FMV Request shall not bind Tenant to exercise an Option to Extend.  If Tenant disputes            Landlord’s determination of Fair Market Value, the parties shall thereafter negotiate such Fair            Market Value in good faith, provided that, if Tenant wishes to exercise the applicable Option to            Extend, Tenant must do so on or before the applicable Option Exercise Deadline. If Landlord and            Tenant  are  able  to  agree  upon  the  Fair  Market  Value prior  to  the  applicable  Option  Exercise            Deadline, then such agreement shall constitute a final determination of the Fair Market Value for            the applicable Option Term.  If Landlord and Tenant are unable to agree upon the Fair Market            Value prior  to  the  applicable  Option  Exercise  Deadline, but  Tenant  nonetheless  delivers  to            Landlord a valid Option Exercise Notice pursuant to Section 2.3(a), then Tenant shall be deemed            to have elected to have the determination of Fair Market Value made by arbitration as described            below.  Accordingly, within fifteen (15) days after Tenant’s delivery to Landlord of such Option            Exercise  Notice,  the  parties  shall  meet  and  concurrently  deliver  to  each  other  their  respective            written  estimates  of  the  Fair  Market  Value  for  the  applicable  Option  Term,  supported  by  the            reasons therefor (each, an “FMV Determination”).  Landlord’s and Tenant’s FMV Determinations            may be more or less than their initial determinations of the Fair Market Value, or the amounts            offered prior to the Option Exercise Deadline.                                     (ii)  If Tenant does not timely deliver Tenant’s FMV Request,            but instead delivers to Landlord a valid Option Exercise Notice pursuant to Section 2.3(a), then            Landlord shall notify Tenant of Landlord’s determination of Fair Market Value within fifteen (15)              16764.040 4830-2660-4226.6            5 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             days after Landlord’s receipt of such Option Exercise Notice.  Tenant shall have thirty (30) days            following receipt of Landlord's notice in which to either accept such determination or elect to have            such determination made by arbitration as described below. If Tenant does not give Landlord a            timely  notice  in  response  to  Landlord’s determination  of  Fair  Market  Value pursuant  to  this            Section  2.3(d)(ii),  Landlord’s determination shall  be  binding  upon  Tenant for  the applicable            Option Term.  If Tenant timely disputes Landlord’s determination of Fair Market Value pursuant            to this Section 2.3(d)(ii), the parties shall first negotiate in good faith to reach agreement upon the            Fair Market Value for the applicable Option Term.  If Landlord and Tenant are able to agree upon            the  Fair  Market  Value  within  thirty  (30)  days  after  Tenant’s  notice  to  Landlord  disputing            Landlord’s  determination  (“Impasse  Date”),  then such  agreement  shall  constitute  a  final            determination of the Fair Market Value for the applicable Option Term.  If Landlord and Tenant            are unable to agree upon the Fair Market Value prior to the Impasse Date, then, within fifteen (15)            days after the Impasse Date, the parties shall meet and concurrently deliver to each other their            respective FMV Determinations.  Landlord’s and Tenant’s FMV Determinations may be more or            less than their respective determinations of the Fair Market Value offered prior to the Impasse            Date.                                (e)   Dispute Resolution.                                       (i)   If either party fails to deliver its FMV Determination in a            timely manner pursuant to the applicable provision of Section 2.3(d) above, then the Fair Market            Value shall be the FMV Determination by the other party.  If the higher FMV Determination is no            more than one hundred five percent (105%) of the lower FMV Determination, then the Fair Market            Value shall  be  the  average  of  the  two.   In  every  other  case,  the Fair Market Value shall be            determined as set forth below.                                     (ii)  Within  ten  (10)  days  after  the  parties  exchange  their            respective FMV Determinations,  the  parties  shall  each  appoint  an  arbitrator  who  shall,  by            profession, either be a real estate broker or appraiser who shall have been active for the five (5)-           year period ending on the date of such appointment in leasing or appraising (as the case may be)            comparable commercial properties in the vicinity of the Project, and shall be familiar with the            rentals then being charged in the Building and in the Comparison Buildings.  The parties may            appoint the brokers or appraisers who assisted them in making their FMV Determinations as their            respective arbitrators.  If either Landlord or Tenant fails to timely appoint an arbitrator, then the            Fair Market Value for the applicable Option Term shall be the FMV Determination of the other            party.                                     (iii) Within  twenty  (20)  days  following  appointment  of  the            second arbitrator to be appointed, the two arbitrators appointed by the parties shall appoint a third,            similarly  qualified,  independent  arbitrator  who  has  not  had  a  substantial  personal  or  business            relationship  with  either  party  during  the  three  (3)  year  period  immediately  prior  to  his  or  her            appointment (the “Independent Arbitrator”), and notify Landlord and Tenant of the identity of the            Independent Arbitrator.  If an Independent Arbitrator has not been so appointed by the end of such            twenty (20) day period, then either party, on behalf of both, may request such appointment by the            local office of the American Arbitration Association (or any successor thereto), or in the absence,            failure, refusal or inability of such entity to act, then either party may apply to the Presiding Judge            of  the  Superior  Court  of  Contra  Costa  County,  for  the  appointment  of  such  an  Independent              16764.040 4830-2660-4226.6            6 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Arbitrator,  and  the  other  party  shall  not  raise  any  question  as  to  the  court’s  full  power  and            jurisdiction to make the appointment.                                     (iv)  Within five (5) days following notification of the identity of            the  Independent  Arbitrator,  Landlord  and  Tenant  shall  submit  copies  of  Landlord’s FMV            Determination and Tenant’s FMV Determination to the three arbitrators (the “Arbitration Panel”).             The Arbitration Panel may, at its option, conduct a hearing at which Landlord and Tenant may            each make supplemental oral and/or written presentations, with an opportunity for questioning by            the members of the Arbitration Panel and rebuttal by the other party.  The Arbitration Panel, by            majority vote, shall select either Landlord’s FMV Determination or Tenant’s FMV Determination            as the Base Rent for the applicable Option Term, and shall have no right to propose a middle            ground  or  to  modify  either  of  the  two  Determinations  or  the  provisions  of  this  Lease.   The            Arbitration Panel shall attempt to render a decision within thirty (30) days after appointment of            the Independent Arbitrator.  In any case, the Arbitration Panel shall render a decision within forty            five (45) days after appointment of the Independent Arbitrator.                                     (v)   The  decision  of  the  Arbitration  Panel  shall  be  final  and            binding upon the parties, and may be enforced in accordance with the provisions of California law.             In the event of the failure, refusal or inability of any member of the Arbitration Panel to act, a            successor  shall  be  appointed  in  the  manner  that  applied  to  the  selection  of  the  member  being            replaced.                               (f)   General Provisions.                                       (i)   Any Option to Extend is personal to the Tenant executing            this  Lease (the “Original  Tenant”) and any “Permitted  Assignee” (as  defined  in Section 16.9            below)  and  is  otherwise  not  assignable  or  transferable,  whether voluntarily  or  involuntarily,            whether by operation of law or otherwise, either in connection with an assignment of this Lease,            or a sublease of all or part of the Premises.  Any purported transfer of any rights in violation of            this Section 2.4 shall be void and a material default under this Lease.                                     (ii)  Each party shall pay the fees and expenses of the arbitrator            designated by such party, and one-half of the fees and expenses of the Independent Arbitrator and            the expenses incident to the proceedings (excluding attorneys’ fees and similar expenses of the            parties which shall be borne separately by each of the parties).                                     (iii) Until the matter is resolved by agreement between the parties            or a decision is  rendered in  any arbitration commenced pursuant  to  this Section 2.4, Tenant’s            monthly payments of Base Rent shall be in an amount equal to Landlord’s FMV Determination.             Within thirty (30) days following determination of the Fair Market Value by agreement by the            parties or the decision of the Arbitration Panel, as applicable, Tenant shall pay to Landlord, or            Landlord shall pay to Tenant, the amount of any deficiency or excess, as the case may be, in the            Base Rent previously paid.                                     (iv)  After the Base Rent  payable during the applicable Option            Term is determined, the parties shall promptly execute an amendment to this Lease extending the            Term and stating the amount of the Base Rent.  Notwithstanding the foregoing, upon determination              16764.040 4830-2660-4226.6            7 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             of the Base Rent for the applicable Option Term in accordance with this Section 2.4, an otherwise            valid exercise of an Option to Extend shall be fully effective whether or not such an amendment            is executed.                         2.4   Definition of “Term”.  The Initial Term and, if Tenant duly exercises any            Options to Extend, such Option Terms, are hereinafter, collectively, called the “Term.”                    3.    RENT.                         3.1   Base  Rent.   Commencing  on  the Commencement  Date and  subject  to            Section 3.4, Tenant shall pay to Landlord base rent (the “Base Rent”) for the Premises monthly in            advance, on the first day of each calendar month during the Term, without deduction, offset, prior            notice or demand (except as expressly provided elsewhere in this Lease), in lawful money of the            United States of America, in the amounts set forth in the Basic Lease Provisions.  Rent for any            partial month at the beginning or end of the Term shall be prorated using the actual number of days            in the month.                         3.2   Additional  Rent.  In addition to the Base Rent,  Tenant  shall also  pay to            Landlord “Tenant’s Share” (as set forth in the Basic Lease Provisions) of increases in “Operating            Costs” (as defined below) in accordance with the provisions of Section 4.  Such payments, together            with all amounts, other than Base Rent, that Tenant is required to pay Landlord hereunder shall            constitute “Additional Rent” and, in the event of any nonpayment of Additional Rent, Landlord            shall have the same rights and remedies available to it as it has for nonpayment of Base Rent.                         3.3   Advance Rent. Concurrently with Tenant’s execution of this Lease, Tenant            shall pay to Landlord an amount equal to the Base Rent payable for the first full calendar month            for which Base Rent is due, which shall be applied against Base Rent as and when it becomes due.                         3.4   Abated Base Rent.  Tenant shall have no obligation to pay Base Rent for            the Premises (the “Rent Abatement”) for the first eight (8) full calendar months following the            Commencement Date (the “Rent Abatement Period”).  Landlord and Tenant acknowledge that the            aggregate amount of the Rent Abatement equals $2,919,084.00, and that such amount shall be            automatically applied by Landlord to the Base Rent payable during the Rent Abatement Period            until such amount is exhausted.  If the Commencement Date is a date other than the first day of a            calendar month, then, prior to the expiration of the Rent Abatement Period, Tenant shall pay Base            Rent  to  Landlord  for  the  partial  month  in  which  the Rent  Abatement  Period  expires.  Tenant            acknowledges  and  agrees  that  the  foregoing  Rent  Abatement  has  been  granted  to  Tenant  as            additional  consideration  for  entering  into  this  Lease,  and  for  agreeing  to  pay  the  Rent  and            performing the terms and conditions otherwise required under this Lease.  If an “Event of Default”            (as defined in Section 19.1 below) exists at any time before the entirety of the Rent Abatement has            been utilized hereunder, Tenant shall be entitled to no further Rent Abatement thereafter, and Base            Rent shall thereafter be due and payable in accordance with Section 3.1 above.  In addition, if this            Lease is terminated prior to the expiration of the Term in connection with a breach or default by            Tenant, Tenant shall, in addition to any and all other amounts payable by Tenant, repay to Landlord            the unamortized amount of  the Rent  Abatement  (or  such  portion  thereof  as  Tenant  utilized)            immediately  upon  such  termination,  which  for  purposes  of this Section  3.4,  shall  equal  the            remaining principal component, measured on the date of the breach or default, of a level-payment              16764.040 4830-2660-4226.6            8 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             amortization commencing at the end of the Rent Abatement Period and continuing over the Initial            Term, of a principal amount equal to the Rent Abatement, including interest at the “Default Rate”            (as defined in Section 19.6 below).                          3.5   Manner  of  Payment or  Rent.   All Base Rent and  Additional  Rent            (collectively, “Rent”) shall be paid when due to Landlord at its address for payments set forth in            the Basic Lease Provisions or at such other place as Landlord may from time to time designate in            writing.                    4.    OPERATING COSTS; ADDITIONAL TAXES.                         4.1   Definitions.  For purposes of this Section 4, the following terms are herein            defined:                               (a)   Base Year:  The calendar year 2021.                                 (b)   Operating Costs:                                       (i)   Included Operating Costs.  Operating Costs shall mean and            include  all  costs  and  expenses  of  ownership,  management,  operation,  repair  and  maintenance            (excluding depreciation of the improvements and amounts paid on Landlord’s loans) of the Project            during the Term.  “Operating Costs” shall include the following:                                             (1)   All real estate taxes and other ad valorem taxes and            assessments, any other special taxes and assessments, and any other governmental impositions,            levied, charged or imposed on or by reason of Landlord’s ownership, operation or use of the Project            (or any portion thereof), including taxes assessed on “Landlord’s Personal Property” (as defined            below), and any tax or fee levied in addition to or in lieu of any of the foregoing, whether assessed            against  Landlord  or  Tenant  or  both (collectively, “Property  Taxes”), but  excluding  the taxes            covered by Section 4.4.  Any costs and expenses (including reasonable attorneys’ and consultants’            fees) incurred by Landlord in attempting to protest, reduce or minimize Property Taxes shall be            included in  Property  Taxes  for the  year in  which they are incurred, subject  to  any retroactive            adjustment set forth in Section 4.3(d) below;                                           (2)   The  cost  of  parts,  equipment  and  other  personal            property used by Landlord in the maintenance, operation and repair of the Project (“Landlord’s            Personal Property”);                                           (3)   Insurance premiums;                                            (4)   License, permit and inspection fees;                                            (5)   Compensation, including  employment  taxes  and            benefits, of  all  persons  who  perform  duties  connected  with  the  management,  operation,            maintenance  and  repair  of  the  Project, including  the  level  of  senior  property  manager,  vice            presidents of facilities and contracts, and property management and administration personnel;               16764.040 4830-2660-4226.6            9 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                           (6)   Management  fees;  provided,  however,  that            management fees shall not exceed the greater of (i) three and one-half percent (3.5%) of the annual            gross  revenues  for  the Project (excluding  such  fee) adjusted  to  reflect  a  one  hundred  percent            (100%) occupancy of the Project with tenants paying rent at Landlord’s quoted rates, or (ii) those            charged by landlords of comparable office projects in the vicinity of the Project;                                           (7)   Costs  of supplying  all  utilities  and  services,            including water, sewage disposal, rubbish removal, janitorial, security, parking, window washing,            and supplies and materials;                                           (8)   Costs  of  standard  signage  for  the  Building and            Project;                                           (9)   Costs  of  any  capital  improvements,  repairs  or            replacements  made  by  Landlord  to  the  Project, or  capital  assets  acquired  by  Landlord for  the            Project, after the Base Year (i) that are required to comply with any Legal Requirements, excluding            any such capital improvements required to remedy a violation of Legal Requirements in effect as            of  the  date  of  this  Lease  (based  on  the  current  interpretation  of  such  Legal  Requirements  by            applicable governmental authorities as of the date of this Lease), (ii) for the protection of the health            and safety of the occupants of the Project, (iii) for the replacement of “Base Building Systems” (as            defined in Section 8.1 below) or components thereof, or (iv) that are reasonably intended and            expected to reduce other Operating Costs (“Cost-Saving Expenditures”); such costs, together with            interest on the unamortized balance at the rate of seven percent (7%) per annum, to be amortized            over the useful life thereof, as reasonably determined by Landlord in accordance with customary            and generally-accepted real  estate management and accounting principles, consistently applied            (“GAAP”) (or, in the case of Cost-Saving Expenditures, over the period of time that Landlord            reasonably estimates will be required for any cost savings resulting from such capital item to equal            the cost of such item);                                           (10)  Costs  of  maintaining,  repairing  and  operating  the            Common Areas, including gardening and landscaping;                                           (11)  Legal,  accounting  and  other  professional  services            fees  and  costs incurred  in  connection  with  the  operation  of  the  Project  and  the  calculation  of            Operating Costs;                                            (12)  Rental  expense  or  a  reasonable  allowance  for            depreciation of Landlord’s Personal Property;                                           (13)  A  reasonable  allocation  of  rent  attributable  to            property and facilities management offices located within Bishop Ranch; and                                           (14)  Reasonable costs incurred in connection with tenant            relations.                         If either the Building or the Complex is not fully occupied or fully assessed for any            calendar year during the Term including the Base Year, Operating Costs that vary with occupancy            may be reasonably adjusted by Landlord to the amount which would have been incurred if the              16764.040 4830-2660-4226.6            10 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Building or Complex had been fully occupied and fully assessed for the subject year. In addition,            Operating Costs during the Base Year shall exclude (i) any market-wide cost increases resulting            from extraordinary circumstances, including “Force Majeure Events” (as defined in Section 35.8),            boycotts, strikes, conservation surcharges, embargoes or shortages; provided, however, that if, and            to the extent, any such market-wide increases continue after the Base Year, then the amount of            such increase(s) (or remaining portion thereof) shall be excluded from Operating Costs for the            duration of such market-wide increases; and (ii) at Landlord’s option, the cost of any repair or            replacement that Landlord reasonably expects will not recur on an annual or more frequent basis.             In addition, Landlord, in its reasonable discretion, may equitably allocate Operating Costs among            office, retail or other portions or occupants of the Building or Complex, and if Landlord incurs            Operating  Costs  for  the  Project  together  with  another  property,  Landlord,  in  its  reasonable            discretion,  shall  equitably  allocate  such  shared  amounts  between  the  Project  and  such  other            property.  Landlord further agrees that, without limiting Landlord’s right to include a management            fee in Operating Costs as provided above, (a) Landlord will not collect or be entitled to collect            Operating Costs from all of its tenants in an amount which is in excess of one hundred percent            (100%) of the Operating Costs actually paid, incurred or allocated by Landlord in connection with            the operation of the Building and Project for any calendar year, provided the same shall not limit            Landlord’s recovery of the amortized cost of capital expenditures incurred in prior calendar years            as provided in clause (9) above, and (b) Landlord shall make no profit from Landlord’s collections            of Operating Costs.                                      (ii)  Excluded Costs.  Notwithstanding anything to the contrary            set  forth  in this Section 4 or  elsewhere  in  this  Lease,  Operating  Costs  shall  not  include  the            following (“Excluded Costs”):                                           (1)   Depreciation and amortization, except as expressly            provided for above;                                           (2)   Capital expenditures,  except  as  expressly  provided            for in clause (i)(9) above,                                            (3)   Except in connection with any rentals of Landlord’s            Personal Property, rentals and other related expenses incurred for items which if purchased, rather            than rented, would constitute a capital expenditure not permitted pursuant to clause (i)(9) above;                                           (4)   Acquisition of sculpture, paintings or other objects of            art;                                           (5)   Upgrading  the  Building,  Complex  or  Project  to            comply with any Legal Requirements that were applicable to the Building, Complex or Project as            of  the  date  of  execution  of  this  Lease  (based  on  the  current  interpretation  of  such  Legal            Requirements by applicable governmental authorities as of the date of this Lease), and penalties            or damages incurred due to any such non-compliance;                                           (6)   Leasing or real estate brokerage fees or commissions,            architectural and engineering fees, attorneys’ fees and similar expenses incurred in connection              16764.040 4830-2660-4226.6            11 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             with  the  leasing  of  space  (including  rental  or  other  obligations  to  third  parties  or prospective            tenants or occupants that Landlord pays or assumes) and the enforcement of such leases;                                           (7)   Costs of repairs or other work or costs occasioned by            “Casualty” (as defined in Section 14.1 below), and costs incurred by Landlord in connection with            or made necessary by any actual or threatened “Taking” (as defined in Section 15 below), whether            or  not  covered  by  insurance  or  condemnation  proceeds,  except  for  commercially  reasonable            deductible amounts under applicable insurance policies;                                           (8)   Costs arising from the presence of any “Hazardous            Substances”  (as  defined  in Section  25.4 below)  in,  on,  under  or  about  the Project; provided,            however, that Operating Costs shall include (i) the costs of any routine monitoring of or testing for            Hazardous  Substances  in,  on,  or  about  the  Project,  and  (ii)  costs  incurred  in  the  cleanup  or            remediation of de minimis amounts of Hazardous Substances customarily used in office buildings            or used to operate motor vehicles and customarily found in parking facilities;                                           (9)   Interest, fines, late fees, collection costs, legal fees or            penalties assessed as a result of Landlord’s failure to make payments in a timely manner or to            comply with applicable Legal Requirements, including the failure to pay Property Taxes or taxes            on Landlord’s Personal Property when due, or to comply with the terms of any mortgage, deed of            trust, ground lease, private restriction or other agreement;                                           (10)  Costs  incurred  in  installing,  operating  and            maintaining any specialty service that is not necessary for Landlord’s operation, management,            maintenance and repair of the Project; provided, however, that the net costs of operating a luncheon            club, cafeteria or other dining facility, newsstand, conference center, flower services, shoeshine            service, carwash, or athletic or recreational club, and the personnel costs associated with any of            the foregoing and any other commercial concessions in the Project, shall be included as Operating            Costs;                                            (11)  Interest  or  other  payments  (including  payments  of            principal, points, and fees) on account of any non-operating debt, including mortgages, deeds of            trust or other security interests encumbering the Building, Complex or Project;                                           (12)  Rental payments to any ground lessor;                                           (13)  Costs associated with the operation of the business of            the partnership or other entity which constitutes Landlord, as distinguished from costs of operation            of the Building, Complex or Project, including costs of defending lawsuits with any mortgagee,            tenant or occupant of the Complex, and costs of selling, syndicating, financing, mortgaging or            hypothecating any ownership interest in Landlord, or any of Landlord’s interest in the Project;                                           (14)  The wages and benefits of any employee who does            not devote substantially all of his or her employed time to the Project, except to the extent such            wages and benefits are equitably allocated to the Project;               16764.040 4830-2660-4226.6            12 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                           (15)  Landlord’s  personal  and  corporate  income  taxes,            inheritance and estate taxes, succession, capital levy, excise, profits, franchise, gift and transfer            taxes, and taxes for which Tenant is responsible pursuant to Section 4.4 below;                                           (16)  Attorneys’ fees and expenses incurred in connection            with  lease  negotiations  or  disputes  with  Project  tenants  or  prospective  Project  tenants  or  in            enforcing leases of the Project; and                                           (17)  Overhead and profit increment paid to Landlord or            its subsidiaries or affiliates for goods and/or services in the Project (including management, repair,            maintenance and construction services) to the extent that the costs of such goods and/or services            materially exceed the costs of comparable goods and/or services provided on a competitive basis            by  unaffiliated  third  parties  of  similar  skill,  competence  and  experience  in  comparable  office            projects in the I-680 Corridor and Tri-Valley Area markets.                                (c)   Additional Adjustments to Base Year Operating Costs.  If Landlord            does not carry earthquake, terrorism or another type of insurance for the Project during the Base            Year, but carries such type of insurance for the Project during any subsequent calendar year, then,            for  purposes  of  determining  the  Operating  Cost  Payments  for  such  subsequent  calendar  year,            Operating Costs for the Base Year shall be deemed to be increased by the amount of the insurance            premium that Landlord (in Landlord’s reasonable judgment) would have incurred during the Base            Year if Landlord had maintained such type of insurance.  Similarly, if Landlord carries earthquake,            terrorism or another type of insurance for the Project during the Base Year (and includes the cost            thereof within Operating Costs), but subsequently elects not to carry such insurance on the Project,            the Operating Costs for the Base Year shall be decreased by the amount of the applicable insurance            premiums incurred by Landlord during the Base Year.  Any such adjustment to the Operating            Costs for the Base Year shall take into consideration the portion of the Base Year or subsequent            calendar year, as the case may be, in which Landlord carried (or did not carry) the applicable            insurance.                               (d)   Controllable  Cost  Cap.   For  purposes  of  determining  Tenant’s            payments  pursuant  to  this Section  4,  the “Controllable  Operating  Costs” (as  defined  below)            applicable to any calendar year shall not exceed the sum of (A) the “Controllable Cost Cap” (as            defined below) applicable to such calendar year, plus (B) any “Cap Shortfall” (as defined below)            applicable to the preceding calendar year.                               For purposes  of  the  foregoing,  the  following  terms  shall  be  defined  as            follows:                                     (i)   “Controllable Operating Costs” applicable to any calendar            year shall mean the Operating Costs for such calendar year, excluding (1) premiums for insurance;            (2) wages subject to collective bargaining agreements and other union-related labor costs (or the            cost of contracts dependent on union-related labor costs); (3) costs incurred due to Force Majeure            Events; (4) costs to comply with Legal Requirements (to the extent such costs constitute Operating            Costs);  (5)  water,  sewer,  electric,  gas,  oil,  steam  and  other  utility  or  regulatory  charges;            (6) Property Taxes; (7) property management fees; and (8) Cost-Saving Expenditures; provided,            however, that if Controllable Operating Costs for any calendar year exceed the Controllable Cost              16764.040 4830-2660-4226.6            13 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Cap for such calendar year, the amount of such excess shall, for purposes of calculating Tenant’s            payments pursuant to this Section 4, be added to the Controllable Operating Costs for the next            succeeding  calendar  year  (with  such  amount,  in  the  aggregate,  still  being  subject  to  the            Controllable Cost Cap applicable to such succeeding calendar year);                                     (ii)  “Controllable Cost Cap” for calendar year 2022 shall mean            one hundred six percent (106%) of the Controllable Operating Costs for the Base Year, and, for            each subsequent calendar year during the Term, the Controllable Cost Cap shall equal (A) one            hundred six percent (106%) of the Controllable Cost Cap for the preceding calendar year, plus            (B) any Cap Shortfall applicable to such calendar year; and                                     (iii) “Cap  Shortfall” for  calendar  year 2022 and  for  each            subsequent calendar year during the Term shall equal the amount, if any, by which the Controllable            Cost Cap for such calendar year exceeds the Controllable Operating Costs for such calendar year.                   By way of example, and for illustration purposes only, if the following shall occur:                                        2021               2022                2023                Controllable                                     $50,000             $51,000             $59,000               Operating Costs                Controllable                                    Base Year            $53,000             $58,180                 Cost Cap                Cap Shortfall           $0                $2,000               N/A                   Then  (x)  the  Cap  Shortfall  for  calendar  year 2022 would  equal  $2,000  (i.e., the 2022            Controllable Cost Cap, less the 2022 Controllable Operating Costs); and (y) the amount by which            the Controllable Operating Costs for calendar year 2023 exceeds the Controllable Cost Cap for            calendar year 2023 (i.e., $58,180) equals $820. For purposes of the foregoing, the Cap Shortfall            for calendar year 2022 (i.e., $2,000) is included in the Controllable Cost Cap for calendar year            2023; and, for purposes of calculating Tenant’s payments pursuant to this Section 4, the $820            excess in calendar year 2023 would be added to the Controllable Operating Costs for calendar year            2024 (with such amount, in the aggregate, still being subject to the applicable Controllable Cost            Cap for calendar year 2024).                         4.2   Payment  of Tenant’s  Share of Operating  Costs.  Tenant’s  Share  of            Operating Costs shall be reasonably determined on the basis of whether such Operating Costs are            properly allocable to the Building (“Building Operating Costs”) or whether such Operating Costs            are properly allocable to the Project (“Project Operating Costs”).                                 (a)   Building Operating Costs.  If the Building Operating Costs during            any calendar year following the Base Year exceed the Building Operating Costs for the Base Year            (as set forth set in the Basic Lease Provisions), Tenant shall pay “Tenant’s Building Share” (as            defined in the Basic Lease Provisions) of such excess to Landlord in accordance with Section 4.3            below.                16764.040 4830-2660-4226.6            14 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               (b)   Project Operating Costs.  If the Project Operating Costs during any            calendar  year following  the Base Year exceed the Project Operating Costs for the Base Year,            Tenant shall pay “Tenant’s Project Share” (as defined in the Basic Lease Provisions) of such excess            to Landlord in accordance with Section 4.3 below.                         4.3   Notice and Payment.                               (a)   Landlord’s Estimate of Tenant’s Share of Operating Costs.  For each            calendar year following the Base Year, Landlord shall provide Tenant an estimate of the following            (“Operating Cost Estimate”): (i) the Operating Costs for such calendar year, (ii) the amount, if any,            by which the Operating Costs for such calendar year shall exceed the Operating Costs for the Base            Year (“Estimated Excess”), and (iii) Tenant’s Share of such Estimated Excess for such calendar            year.  Tenant shall pay Landlord one-twelfth (1/12th) of Tenant’s Share of the Estimated Excess            with each monthly Base Rent payment.  Tenant’s payments pursuant to this Section 4.3(a) are            referred to in this Lease as “Operating Cost Payments.”  If Landlord’s Operating Cost Estimate for            any calendar year is provided after the start of such calendar year, Tenant shall continue to pay            monthly estimated Operating Cost Payments on the basis of the prior year’s estimate until the first            day of the next calendar month, at which time the monthly estimated Operating Cost Payment shall            be adjusted based on the updated Operating Cost Estimate, and Tenant shall pay to Landlord any            deficiency between such updated Operating Cost Estimate and the monthly estimates previously            paid by Tenant during such calendar year.  In no event will Tenant be entitled to receive the benefit            of a reduction in Operating Costs below the amount of Operating Costs for the Base Year.  Any            failure of Landlord to timely deliver the Operating Cost Estimate for any calendar year shall not            affect Landlord’s rights to receive the amounts specified in Section 4.2.                               (b)   Reconciliation Statement.  As soon as practicable after the start of            each  calendar  year  subsequent  to  the  Base  Year  (but  no  later  than April 30th), Landlord  shall            provide Tenant with a reasonably detailed written statement (the “Statement”) of (i) the amount of            the Operating Costs for the preceding calendar year, (ii) the Operating Cost Payments made by            Tenant  for  the  preceding  calendar  year,  and, (iii) based  on  the  foregoing, the  amount  of  any            payment due from Tenant to Landlord or from Landlord to Tenant.  On the basis of the Statement,            (1) if Landlord owes money to Tenant, Tenant shall be entitled to a credit against the Rent next            due hereunder in the amount of such overpayment, and (2) if Tenant owes money to Landlord,            such amount shall be paid within thirty (30) days after delivery of the Statement to Tenant.  Any            failure of Landlord to timely deliver the Statement for any calendar year shall not affect either            party’s rights under this Section 4.  For the sake of clarity, as soon as practicable after the start of            calendar year 2022, Landlord shall provide Tenant with a Statement of the amount of the Operating            Costs for the Base Year.                               (c)   Final Reconciliation.  For any partial calendar year at the end of this            Lease, Tenant’s Share of any increases in Operating Costs for such year over the Operating Costs            for the Base Year shall be prorated on the basis of the number of days in the applicable calendar            year during which this Lease was in effect.  Notwithstanding the expiration or earlier termination            of  this  Lease,  within  thirty  (30)  days  after  Tenant’s  receipt  of  the  Statement  regarding  the            determination of increases in Operating Costs for the calendar year in which this Lease expires or            terminates, Tenant shall pay to Landlord or Landlord shall pay to Tenant, as the case may be, an            amount equal to the difference between Tenant’s Share of the increases in Operating Costs for              16764.040 4830-2660-4226.6            15 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             such year (as prorated) and the Operating Cost Payments previously paid by Tenant for such year.             This provision shall survive the expiration or earlier termination of this Lease.                               (d)   Retroactive  Adjustment  of  Property  Taxes.  Notwithstanding  any            contrary provision hereof, if, after Landlord’s delivery of any Statement, an increase or decrease            in Property Taxes occurs for the applicable calendar year or for the Base Year (whether by reason            of reassessment, error, or otherwise), Property Taxes for such calendar year or the Base Year, as            the  case  may  be,  and  Tenant’s  Share  of  Operating  Costs  for  such  calendar  year  shall  be            retroactively adjusted by written notice from Landlord.  If, as a result of such adjustment, it is            determined that Tenant has under- or overpaid Tenant’s Share of Operating Costs, Tenant shall            pay  Landlord  the  amount  of  such  underpayment,  or  receive  a  credit  in  the  amount  of  such            overpayment, with or against the Rent then or next due hereunder; provided, however, that if this            Lease has expired or terminated and Tenant has vacated the Premises, Tenant shall pay Landlord            the amount of such underpayment, or Landlord shall pay Tenant the amount of such overpayment            (less any Rent due), within thirty (30) days after such adjustment is made.                           4.4   Additional Taxes.                               (a)   Tenant’s Reimbursement of Taxes Paid by Landlord.  Tenant shall            reimburse to Landlord, within thirty (30) days after receipt of a demand therefor accompanied by            reasonable supporting documentation, Tenant’s Share of any and all taxes payable by Landlord            (other than items excluded from Operating Costs pursuant to Section 4.1(b) or elsewhere in this            Lease or any taxes expressly included within Operating Costs), whether or not now customary or            within the contemplation of the parties hereto, that are levied or assessed (i) upon, allocable to or            measured by the area of the Building, (ii) upon all or any portion of the Rent payable hereunder            and under other leases of space in the Building, including any gross receipts tax or excise tax levied            with respect to the receipt of such Rent, or (iii) upon or with respect to the possession, leasing,            operation, management, maintenance, alteration, repair, use or occupancy of the Building or any            portion thereof.                               (b)   Taxes  Paid  Directly  By  Tenant.  Tenant  shall  pay  before            delinquency (whether levied on Landlord or Tenant), any and all taxes assessed upon or measured            by (i) Tenant’s equipment, furniture, fixtures (“FF&E”) and other personal property located in the            Premises, (ii) any “Above-Standard Improvements” (as defined in Section 9.1 below), or (iii) this            Lease or any other transaction or any document to which Tenant is a party purporting to or actually            creating or transferring an interest in the Premises.  For the purpose of determining said amounts,            figures supplied by the taxing authority as to the amount so assessed shall be conclusive.  Tenant            shall comply with the provisions of any law, ordinance or rule of the taxing authorities which            require Tenant to file a report of Tenant’s property located in the Premises.                         4.5   Tenant’s Right to Inspection and Audit.                                 (a)   Inspection Notice and Process.  Within thirteen (13) months after            receipt of the Statement for calendar year 2021, and within nine (9) months after receipt of any            other Statement, (i) Tenant may give written notice (the “Inspection Notice”) of Tenant’s intent to            inspect and  examine  those  books  and  records  of  Landlord  relating  to  the  determination  of            Operating Costs reflected in the applicable Statement (“Books and Records”) and (ii) Tenant shall              16764.040 4830-2660-4226.6            16 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             be  entitled,  upon  ten  (10)  days’ prior  written  notice and  during  normal  business  hours,  at            Landlord’s office or such other place in the San Francisco Bay Area as Landlord shall reasonably            designate, to inspect and examine the Books and Records.  Any third party engaged by Tenant to            inspect or examine the Books and Records shall be a certified public accountant from a nationally            or  regionally-recognized  accounting  firm  and  such  accountant  shall  not  be  compensated  on  a            contingency fee or similar basis.  If Tenant elects to inspect the Books and Records hereunder,            Tenant’s and/or  such  third  party  accountant’s inspection  shall  be  completed  within five (5)            business days after such records are made available to Tenant and/or such third party accountant,            and the results thereof must be submitted to Landlord no later than three (3) months after Tenant’s            delivery of the Inspection Notice.  Tenant shall be deemed to have waived its right to inspect            Landlord’s Books and Records, and approved the applicable Statement, if Tenant fails to timely            deliver the Inspection Notice, or if Tenant fails to timely complete the inspection.                               (b)   Request  for  Audit.  If,  after  inspection  and  examination  of  any            Books and Records pursuant to Section 4.5(a), Tenant disputes the amount of Operating Costs            charged by Landlord for the particular calendar year, Tenant may, by written notice to Landlord,            request an independent audit of the Books and Records.  The independent audit of the Books and            Records shall be conducted by an independent certified public accountant (“CPA”) acceptable to            both Landlord and Tenant.  If the parties cannot agree upon a CPA within thirty (30) days after            Landlord’s  receipt  of  Tenant’s  written  notice  requesting  an  independent  audit,  Landlord  may            designate a regionally or nationally-recognized accounting firm not then employed by Landlord or            Tenant to conduct such audit.  The independent audit shall be limited to the determination of the            amount of Operating Costs for the subject calendar year.  If the audit discloses that the amount of            Operating Costs billed to Tenant was incorrect, the appropriate party shall pay to the other party            the deficiency or overpayment, as applicable, within thirty (30) days after such determination.  All            costs  and  expenses  of  the  audit  shall  be  paid  by  Tenant  unless  the  audit  shows  that  Landlord            overstated Operating Costs for the subject calendar year by more than five percent (5%), in which            case Landlord shall pay all costs and expenses of the audit (but not more than $3,500.00).  Tenant            and Tenant’s representatives shall keep any information gained from its inspection of Landlord’s            Books and Records confidential.  The exercise by Tenant of its audit rights hereunder shall not            relieve  Tenant  of  its  obligation  to  timely  pay  all  sums  due  hereunder,  including  the  disputed            Operating Costs.                   5.    SECURITY DEPOSIT.                           5.1   Deposit  and  Application.  Concurrently  with  Tenant’s  execution  of  this            Lease, Tenant shall deposit with Landlord the Security Deposit in the amount set forth in the Basic            Lease Provisions.  The Security Deposit  shall be held  by  Landlord as  security  for the faithful            performance by Tenant of all of the terms, covenants and conditions of this Lease to be performed            by Tenant.  If Tenant defaults with respect to any provision of this Lease, including the provisions            relating to the payment of any Rent, Landlord may (but shall not be required to) use, apply or            retain all or any part of the Security Deposit to cure such default or to compensate Landlord for            any other loss or damage which Landlord may suffer by reason of Tenant’s default.  If any portion            of the Security Deposit is so used or applied, Tenant shall, within five (5) business days after            written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security            Deposit to its original amount, and Tenant’s failure to do so shall constitute an Event of Default.               16764.040 4830-2660-4226.6            17 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Landlord shall not be required to keep the Security Deposit separate from its general funds, and            Tenant shall not be entitled to interest on the Security Deposit.                         5.2   Return at Lease Expiration.  The Security Deposit or any balance thereof            shall  be  returned  to  Tenant  (or,  at  Landlord’s  option,  to  the  last  assignee  of  Tenant’s  interest            hereunder) within thirty (30) days following the later of the Expiration Date or Tenant’s surrender            of the Premises as required hereunder; provided, however, that Landlord may elect in its reasonable            discretion to retain a portion of the Security Deposit in an amount composed of any or all of the            following:  (a)  any  unpaid  amounts  owed  to  Landlord,  (b)  the  cost  of  repairing  any  damage            (excluding normal wear and tear) to the Premises, (c) the costs of removing any personal property,            refuse or debris left in the Premises at the expiration of the Term, and (d) any sums underpaid by            Tenant with respect to Operating Costs for the calendar year in which this Lease ends.  In the event            of termination of Landlord’s interest in this Lease, Landlord shall transfer the Security Deposit to            Landlord’s successor in interest, whereupon Landlord shall be released from liability for the return            of the Security Deposit and any accounting therefor.  Upon Tenant’s reasonable request, Landlord            shall provide reasonable evidence of such transfer to Tenant.  Tenant hereby waives the provisions            of  Section  1950.7  of  the  California  Civil  Code,  and  the  provisions  of  any  other  Legal            Requirements, now or hereafter in force, which restrict the amount or types of claim that a landlord            may  make  upon  a  security  deposit  or  which  impose  upon  a  landlord  (or  its  successors)  any            obligation with respect to the handling or return of security deposits.                   6.    USE.                         6.1   Use.  The Premises shall be used and occupied by Tenant for the purpose            set forth in the Basic Lease Provisions and for no other purpose without the prior written consent            of  Landlord.   In  no  event  shall  Tenant  be  permitted  to  use  the  Premises  in  violation  of  the            restrictions on use set forth on Exhibit H attached hereto.  Notwithstanding anything to the contrary            contained in this Lease, if, for any period of time during the Term, Tenant or a Permitted Transferee            leases and occupies the entirety of all four (4) floors of the South End of the South Wing of the            Building, then, during such period of time, Tenant, such Permitted Transferees and their respective            employees, guests and invitees shall be permitted to use the internal stairs of such South End of            the South Wing of the Building to travel internally between the floors (but not as a means of ingress            or egress to the Building, except in the event of an emergency), subject, however, to all applicable            Legal Requirements.                          6.2   Suitability.  Tenant acknowledges that neither Landlord nor any agent of            Landlord has made any representation or warranty with respect to the Premises, the Building, the            Complex or the Project, or with respect to the suitability of any of the foregoing, for the conduct            of Tenant’s business, except as expressly provided in this Lease and the Work Letter.  Except as            expressly provided in this Lease and the Work Letter, the taking of possession of the Premises by            Tenant for the operation of its business (as opposed to the installation of its FF&E, “Cabling” (as            defined in Section 9.5 below) and personal property during Tenant’s Early Access in accordance            with Section 1.3 above) shall  conclusively  establish  that  the  Premises  was  at  such  time  in a            condition satisfactory to Tenant.              16764.040 4830-2660-4226.6            18 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         6.3   Uses Prohibited.                               (a)   Uses Increasing Insurance Rates.  Tenant shall not do nor permit            anything to be done in or about the Premises, nor bring or keep anything therein, which will in any            way increase the existing rate or affect any fire or other insurance upon the Project or any part            thereof or any of its contents, or cause a cancellation of any insurance policy covering the Project            or any part thereof or any of its contents, nor shall Tenant sell or permit to be kept, used or sold in            or  about the Premises  anything which  may  be  prohibited  by  a  standard  form  policy  of  fire            insurance.  If the premiums for any insurance policy covering the Project or any part thereof or            any of its contents increases as a result of Above-Standard Improvements or any item(s) kept, used            or sold, or permitted by Tenant to be kept, used or sold in or about the Premises, Tenant shall pay            to  Landlord, within thirty  (30) days  following demand therefor, the amount  of such increased            insurance premium(s).                               (b)   Uses  Interfering  with  Tenants’ Rights/Building  Integrity. Tenant            shall not do or permit anything to be done in or about the Premises that will in any way obstruct            or materially interfere with the rights of other tenants or occupants of the Complex, or injure or            annoy them, or use or allow the Premises to be used for any unlawful or objectionable purpose,            nor shall Tenant cause, maintain or permit any nuisance in or about the Complex.  An objectionable            purpose shall include (i) any use that conflicts with the quality of general office uses that Landlord            desires to maintain at Bishop Ranch Business Park, (ii) the sale, manufacturing and/or brokering            of  any  controlled  or  illegal  substances  or  products,  and  (iii)  any  use  which  requires  specific            permitting or approval from federal, state and/or local authorities.  Tenant shall not commit or            suffer to be committed any waste in or upon the Premises.  Tenant shall not bring onto the Premises            any apparatus, equipment or supplies that may overload the Premises or the Building or any Base            Building Systems or affect the structural integrity of the Building or any part thereof. Landlord            agrees  to  use  commercially  reasonable  efforts  to  enforce  against  other  tenants  of  the  Project            provisions similar to this Section 6.3(b) or the like contained in such other tenants’ leases (provided            that the same shall not require Landlord to commence litigation or any other judicial or quasi-           judicial proceeding to enforce such provisions).                               (c)   Uses  Conflicting  with  Legal  Requirements. Tenant  shall  comply            with, and Tenant’s rights and obligations under this Lease and Tenant’s use of the Premises shall            be  subject  and  subordinate  to,  all recorded  easement  agreements,  cost  sharing  agreements,            covenants, conditions, restrictions, and all similar agreements affecting the Project, whether now            or  hereafter recorded  against  the  Project  (collectively, “Private  Restrictions”),  including  that            certain Declaration of Covenants, Conditions and Restrictions (Bishop Ranch Business Park) dated            March 25, 1980, and recorded in the official records of Contra Costa County on March 26, 1980,            as Document No. 80-38732 (the “Bishop Ranch Declaration”).  Landlord represents and warrants            to Tenant that the use of the Premises for general office uses consistent with a “Class A” office            building is not precluded or unreasonably restricted by such Private Restrictions.  Tenant shall not            use the Premises or permit anything to be done in or about the Premises or the Complex (to the            extent arising in connection with or out of Tenant’s operations in the Premises) which will in any            way conflict with any Legal Requirements now in force or which may hereafter be enacted.  The            judgment of any court of competent jurisdiction or the admission of Tenant in any action against            Tenant,  whether  Landlord is a  party  thereto  or  not,  that  Tenant  has  violated  any  Legal              16764.040 4830-2660-4226.6            19 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Requirements, shall be conclusive of the fact as between Landlord and Tenant.  The respective            obligations of the parties to comply with Legal Requirements are set forth in Section 27.                           6.4   Tenant Disturbance.  If any picketing, public demonstration or other threat            to the security of the Building is attributable in whole or in part to Tenant, Tenant shall reimburse            Landlord for any costs incurred by Landlord in connection therewith.  Tenant agrees not to employ            any  person,  entity  or  contractor  for  any  work  in  the  Premises  (including  moving  Tenant’s            equipment and furnishings in, out or around the Premises) whose presence may give rise to a labor            or other disturbance in the Building and, if necessary to prevent such a disturbance in a particular            situation, Landlord may require Tenant to employ union labor for the work.                   7.    SERVICE AND UTILITIES.                         7.1   Landlord’s Obligations.                                 (a)   Utilities and Services To Be Provided.  Landlord shall furnish to the            Premises throughout  the  Term  of  this  Lease,  and  subject  to  the Rules and  Regulations of  the            Project:  (i)  water, gas  and  electricity  suitable  for  the  intended  use  of  the  Premises, (ii) heat,            ventilation and air conditioning (“HVAC”) as reasonably determined by Landlord during “Normal            Hours of Operation” (as defined below), provided that the Premises shall meet American Society            of Heating, Refrigerating & Air Conditioning Engineers (ASHRAE) Standard 55-2017 (Thermal            Environmental  Conditions  for  Human  Occupancy), as  well  as  ASHRAE  Standard  180-2018            (Standard  Practice  for  the  Inspection  and  Maintenance  of  Commercial  HVAC  Systems),  and            Landlord shall provide a minimum HVAC air filtration of MERV 13, (iii) scavenger services, (iv)            janitorial  services,  (v) window  washing  service,  (vi) elevator  service,  and  (vii)  repair  and            replacement of Building standard lighting fixtures (“Building Standard Lighting”), all to the extent            customary in and at levels generally commensurate with Comparison Buildings.  In addition, with            respect to the HVAC systems serving the Building, such systems shall be capable of furnishing a            minimum of 20 CFM of fresh air per person in the Premises (based on a customary density for            general office purposes).  Landlord shall also maintain the common lobbies, hallways, stairs, toilet            rooms, and other Common Areas within the  Building at  a level generally commensurate with            Comparison Buildings and keep the foregoing areas lighted in a commercially reasonable manner.                               (b)   Hours of Operation.  The current normal hours of operation for the            Complex (“Normal Hours of Operation”) are 7:00 a.m. to 7:00 p.m., Monday through Friday,            excepting the following holidays (“Holidays”):  New Year’s Day, President’s Day, Memorial Day,            July 4th (Independence Day), Labor Day, Thanksgiving, and Christmas Day.  If the Holiday falls            on a weekend, the business day closest to the Holiday will be considered to be the Holiday.                                 (c)   Overtime HVAC.  Tenant shall pay for HVAC furnished at Tenant’s            request during hours other than the Normal Hours of Operation on an hourly basis at the “Overtime            HVAC Rate”, which is currently $75.00 per hour, per floor and is subject to adjustment from time            to time based upon prevailing market factors, including the decrease or increase in utilities costs            as charged by Landlord’s utility provider.                               (d)   Security Services.  Landlord shall provide security services to the            Common Areas to standards commensurate with other Comparison Buildings. Landlord shall have              16764.040 4830-2660-4226.6            20 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             the right from time to time to adopt such reasonable policies, procedures and programs as Landlord            shall, in its reasonable discretion, deem necessary or appropriate for the security of the Project,            and  Tenant  shall  cooperate  with  Landlord  in  the  enforcement  of,  and  shall  comply  with,  the            policies, procedures and programs so adopted by Landlord. Tenant acknowledges that the safety            and security devices, services and programs provided by Landlord from time to time, if any, may            not prevent theft or other criminal acts, or insure the safety of persons or property, and, to the            extent permitted by Legal Requirements, Tenant expressly assumes the risk that any safety device,            service or program may not be effective or may malfunction or be circumvented.  In all events and            notwithstanding  any  provision  of  this  Lease  to  the  contrary,  Landlord  and other  Landlord            “Indemnitees” (as defined in Section 12.1 below) shall not be liable to Tenant, and to the maximum            extent permitted by Legal Requirements, Tenant hereby waives any claim against Landlord and            such Indemnitees for any unauthorized or criminal entry of third parties into the Premises, the            Building or the Project, for any injury to or death of persons, or any loss of property in and about            the Premises, the Building or the Project caused by or resulting from any unauthorized or criminal            acts of third parties, or for any cyberattack affecting the Base Building Systems or any computer            systems in the Premises or the Building, regardless of any action, inaction, failure, breakdown,            malfunction and/or insufficiency of the Base Building Systems or security services provided by            Landlord, or any allegation of active or passive negligence on the part of Landlord or such other            Indemnitees; provided the foregoing shall not relieve Landlord of liability for any action, inaction,            failure, breakdown, malfunction and/or insufficiency of the Base Building Systems or security            services  caused  by the  gross  negligence  or  willful  misconduct  of  Landlord  or  any  Landlord            Indemnitee.  Tenant shall obtain insurance coverage to the extent Tenant desires protection against            criminal acts and other losses.  In no event shall Landlord be liable for damages resulting from any            error with regard to the admission to or the exclusion from the Building or the Project of any            person.  In the case of invasion, mob, riot, public demonstration or other circumstances rendering            such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the            Building or the Project during the continuance of the same by such action as Landlord may deem            appropriate, including locking Building entry doors.                         7.2   Tenant’s  Obligations.   Tenant  shall directly  contract  with  and  pay  the            service providers, prior to delinquency, for telephone and any other services not expressly required            to be provided by Landlord that may be furnished to or used in, on or about the Premises during            the Term.                         7.3   Additional Requirements.                               (a)   Excessive  Use  of  Utilities.   Tenant  shall  not, without  Landlord’s            prior written consent, which consent Landlord may refuse, use electricity, water or any other utility            or  service in  excess  of typical  quantities  used  by  tenants  in  similar  buildings  (as  reasonably            determined by Landlord) (“Excessive Utilities”). Accordingly, if Landlord reasonably believes            Tenant is consuming Excessive Utilities, Landlord may cause a water meter, electric current meter            and/or gas meter to be installed in the Premises so as to measure the amount of water, electric            current  and/or  gas  consumed  by  Tenant. If, based  on  the  separate  metering  of  utilities,  it  is            determined  that  Tenant  is  consuming  Excessive  Utilities,  then  the cost  of  such  meter  and  the            installation,  maintenance  and  repair  thereof  shall  be  paid  by  Tenant,  and  Tenant  shall  pay            Landlord, within thirty (30) days following demand, for all such excess water, electricity and/or            gas consumed as shown by said meter, at the rates charged for such services by the local public              16764.040 4830-2660-4226.6            21 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             utility  furnishing  the  same,  plus  any  additional  expense  reasonably  incurred by  Landlord in            keeping  account  of  the  water,  electricity  and/or gas  so  consumed.   If  a  separate  meter  is  not            installed to measure any such excess use, Landlord shall have the right to reasonably estimate the            amount of such use through qualified personnel.  Without limiting the foregoing, Landlord and            Tenant agree that, if Tenant uses equipment of high electrical consumption (480 volts) or if the            total power consumption from the Premises exceeds five and one-half (5.5) watts per usable square            foot of the Premises, inclusive of lighting and plug load use, the same shall constitute Excessive            Utilities for purposes hereof.                               (b)   Additional Janitorial Services.  Landlord may impose a reasonable            charge  for  the  use  of  any  additional  or  unusual  janitorial  services  required  by  Tenant or  any            “Tenant  Parties”  (as  defined  in Section  12.1 below) (i.e., exceeding  typical  office  janitorial            services, such as excessive waste hauling or trash pickup), whether due to the “Tenant-Insured            Suite Improvements” (as defined in Section 8.2 below), the acts or omissions of Tenant or any            Tenant  Parties, or  the  nature  of the business conducted  in  the  Premises (including  hours  of            operation).                                (c)   Supplemental Air Conditioning.  If any lights or equipment used in            the Premises affect the temperature otherwise maintained by the air conditioning system serving            the Premises, Landlord may install supplementary air conditioning units in the Premises and the            reasonable cost thereof, including the reasonable cost of installation, operation and maintenance            thereof, shall be paid by Tenant to Landlord within thirty (30) days after demand, accompanied by            reasonable supporting documentation.                               (d)   Lighting  Fixtures.  If  any  lights  other  than  Building Standard            Lighting are used in  the Premises,  Tenant  shall reimburse  Landlord for  the reasonable cost  to            replace any worn or dead bulbs or tubes in such lighting.                               (e)   Additional  Electrical  Capacity.  Tenant shall  not connect  any            apparatus, machine or device through electrical outlets, except in the manner for which such outlets            are designed, and in no event shall Tenant use any device intended to increase the plug capacity of            any electrical outlet.  If Tenant requires additional electrical capacity for its demand load (i.e., use            of outlets for Tenant’s convenience, and excluding the Building’s lighting and HVAC systems and            Common Area loads), Tenant may request that Landlord install the same at Tenant’s sole cost and            expense, subject to Landlord’s reasonable approval.                         7.4   Service Failure.                                 (a)   Landlord shall not be liable for, and Tenant shall not be entitled to            any abatement or reduction of Rent on account of, Landlord’s failure to furnish any of the utilities            and services described in Section 7.1(a) above when such failure is caused by accident, breakage,            repairs, strikes, lockouts or other labor disturbances or disputes of any character, by the limitation,            curtailment, rationing or restrictions on use of electricity, gas or any form of energy, or by any            other cause, similar or dissimilar.  No such failure and no interruption of utilities or services from            any cause whatsoever shall constitute an eviction of Tenant, constructive or otherwise, or impose            upon Landlord any liability whatsoever, including liability for consequential damages or loss of            business by Tenant.  Tenant hereby waives the provisions of California Civil Code Section 1932(1)              16764.040 4830-2660-4226.6            22 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             or any other Legal Requirements permitting the termination of this Lease due to such failure or            interruption.  Neither Landlord nor any other Indemnitee shall be liable under any circumstances            for injury to or death of any person or damage to or destruction of property, however occurring,            through or in connection with or incidental to the furnishing of or the failure to furnish any of the            foregoing utilities or services or any other utilities or services, except only, with respect to any            Indemnitee, to the extent such injury, death or damage is caused by the gross negligence or willful            misconduct of such Indemnitee and not covered by the insurance required to be carried by Tenant            hereunder or except to the extent such limitation on liability is prohibited by Legal Requirements.                               (b)   Notwithstanding the provisions of Section 7.4(a) to the contrary, if            the Premises, or a material portion of the Premises, are made untenantable solely as a result of an            interruption or termination of HVAC, electrical service, elevator service, or water and plumbing            services for which Landlord is responsible pursuant to Section 7.1(a) above (a “Service Failure”),            then  Tenant  shall  give  Landlord  notice  (the “Interruption  Notice”)  specifying such  failure  to            perform by Landlord and Tenant’s intention to abate the payment of Base Rent and Tenant’s Share            of Operating Costs under this Lease.  If Landlord has not cured any such Service Failure within            five (5) business days after the receipt of the Interruption Notice, or if multiple Service Failures            have occurred during any calendar year and Landlord has not cured such Service Failures within            a total of ten (10) business days after Landlord’s receipt of Tenant’s Interruption Notices, then,            provided that such Service Failures are reasonably within the control of Landlord to correct within            such five (5) business day period (in the case of any single Service Failure) or within ten (10)            business days (in the case of multiple Service Failures), and provided that such Service Failure (or            Landlord’s failure to cure such Service Failure) is not attributable to, or caused by, the acts or            omissions of any Tenant Party, Tenant, as its sole remedy, shall be entitled to receive an abatement            of the Base Rent and Tenant’s Share of Operating Costs payable hereunder in accordance with the            following:  (i)  for  any  single Service  Failure  lasting  more  than  five  (5)  business  days,  such            abatement shall begin on the sixth (6th) business day after Landlord’s receipt of the Interruption            Notice and end on the earlier of the date Landlord cures such Service Failure or the date Tenant            recommences the use of such portion of the Premises; and (ii) if there have occurred one or more            Service Failures in a calendar year that are not cured by Landlord for a total of ten (10) business            days after Landlord’s receipt  of Tenant’s Interruption  Notices,  Tenant  shall  be  entitled  to  an            abatement for each successive business day of any Service Failure during such calendar year.  If            the  entire  Premises  have  not  been  rendered  untenantable  by a Service  Failure,  the  amount  of            abatement shall be equitably prorated.  Except as provided in this Section 7.4(b), nothing contained            herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.                         7.5   Tenant’s Supplemental Units. Tenant may install, at Tenant’s sole cost and            expense, in accordance with, and subject to, the terms and conditions of Section 9 below (or in            accordance with, and subject to, the Work Letter and the application of the Suite Improvement            Allowance, if installed as part of the Suite Improvements), up to two (2) supplemental HVAC units            in order to provide Tenant’s computer rooms, NOC, data center and/or other area(s) in the Premises            with additional heating and cooling capacity (the “Supplemental Units“).  Any such Supplemental            Units shall  be  of  a  size  and  tonnage,  and  having  the  specifications,  reasonably  approved  by            Landlord, and the total amount of “Rooftop Area” (as defined in Section 37.1 below) available for            locating the Supplemental Units and any other “Rooftop Equipment” (as defined in Section 37.1            below) shall in no event exceed Tenant’s pro rata share of available rooftop space on the Building,            as reasonably determined by Landlord. If, at any time, the Premises is served by any Supplemental              16764.040 4830-2660-4226.6            23 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Units, then, without limiting the provisions of Section 7.3(a) above, (i) Tenant shall pay the costs            of all electricity consumed in the operation of the Supplemental Units, together with the cost of            installing a meter to measure such consumption; (ii) Tenant, at its expense, shall (A) operate and            maintain the Supplemental Units in compliance with all Legal Requirements and such reasonable            rules  and  procedures  as  Landlord  may  impose;  (B)  keep  the  Supplemental  Units in  as  good            working order and condition as existed upon installation (or, if later, when Tenant took possession            of the Premises), subject to normal wear and tear and damage by Casualty or Taking, in each case,            to the extent repair or restoration is not Tenant’s responsibility; (C) maintain in effect, with  a            contractor  reasonably  approved  by  Landlord,  a  contract  for  the  maintenance  and  repair  of  the            Supplemental  Units,  which  contract  shall  require  the  contractor,  at  least  once  every  three  (3)            months,  to  inspect  the  Supplemental  Units and  provide  to  Tenant  a  report  of  any  defective            conditions,  together  with  any  recommendations  for  maintenance,  repair  or  parts-replacement;            (D) follow  all  reasonable  recommendations  of  such  contractor;  and  (E)  promptly  provide  to            Landlord a copy of such contract and each report issued thereunder; (iii) the Supplemental Units            shall become Landlord’s property upon installation and without compensation to Tenant; provided,            however, that upon Landlord’s written request at least forty-five (45) days before the expiration            hereof or within ten (10) days following the earlier termination hereof, Tenant, at its expense, shall            remove the Supplemental Unit or Units specified in such notice and repair any resulting damage            (and if Tenant fails to timely perform such work on or before the expiration hereof or promptly            following Landlord’s notice following the earlier termination hereof, as the case may be, Landlord            may do so at Tenant’s expense); (iv) the Supplemental Units shall be deemed a Tenant-Insured            Suite Improvement and part of the Premises; (v) if any Supplemental Unit exists on the date of            mutual  execution  and  delivery  hereof,  Tenant  accepts such Supplemental  Unit  in  its “as  is”            condition, without representation or warranty as to quality, condition, fitness for use or any other            matter; and (vi) if any portion of the Supplemental Units are located on the roof, then (1) Tenant’s            access to the roof shall be subject to Section 37 below and such reasonable rules and procedures            as  Landlord  may  impose,  including  the “Rooftop  Rules  and  Regulations” attached  hereto  as            Exhibit  C-1;  (2) Tenant  shall  maintain  the  affected  portion  of  the  roof  in  a  clean  and  orderly            condition and shall not interfere with use of the roof by Landlord or any other tenants or licensees;            and (3) Landlord may relocate the Supplemental Units and/or temporarily interrupt its operation            (upon thirty (30) days’ prior written notice, except in the case of an emergency), without liability            to  Tenant,  as  reasonably  necessary  to  maintain  and  repair  the  roof  or  otherwise  operate  the            Building.                         7.6   Energy  Consumption  Reporting.   Tenant  acknowledges  that Legal            Requirements may require Landlord to disclose certain energy consumption data for the Premises.             Tenant  consents  to  such  disclosure,  and  agrees  to  provide  Landlord  with  information  about            Tenant’s separately metered (if any) energy consumption at the Premises (such as providing copies            of Tenant’s utility bills) as may be reasonably necessary to allow Landlord to make the required            disclosures  or,  at  Landlord’s  option,  execute  and  deliver  to  Landlord  an  instrument  enabling            Landlord to obtain such information from the energy provider.  The terms of this Section 7.6 shall            survive the expiration or earlier termination of this Lease.                   8.    MAINTENANCE AND REPAIRS.                         8.1   Landlord’s  Obligations.  Landlord,  at  Landlord’s  expense  (subject  to            reimbursement as an Operating Cost to the extent permitted pursuant to Section 4), shall maintain              16764.040 4830-2660-4226.6            24 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             the following in  a  state  of  good  working  order,  condition  and  repair (including,  as  necessary,            replacement):  (i)  the  roof  and  every  part  thereof;  (ii)  the  exterior walls  and  windows  of the            Building; (iii) all structural portions of the Building, including the foundations, floor slabs, and all            load-bearing walls; (iv) the base building electrical, lighting, plumbing, storm and sanitary sewer,            HVAC, life-safety and sprinkler systems and equipment installed or furnished by Landlord and            located in the internal or main core of the Building (collectively, the “Base Building Systems”);            (v) elevators; and (vi) Common Areas, including landscaping, parking lots, walkways, roadways            and  driveways;  provided,  however,  to  the  extent  any  repairs  are  required  by  reason  of  the            negligence  or  willful  misconduct  of  Tenant  or  Tenant’s  employees  in  the  course  of  their            employment or Tenant’s agents or contractors in connection with activities authorized by Tenant            and Tenant’s customers and invitees (collectively, “Tenant’s Representatives”) and such repairs            are not covered by insurance required to be covered by Landlord pursuant to Section 13.2 or which            Landlord otherwise has in effect, Tenant shall reimburse Landlord for the reasonable cost thereof            within thirty (30) days after demand accompanied by reasonable supporting documentation.                           8.2   Tenant’s Obligations.                               (a)   Tenant’s  Maintenance  and  Repair  Obligations.  Except  for  the            obligations  assumed  by  Landlord  under Section  8.1 above, Tenant,  at  Tenant’s  sole  cost  and            expense,  shall  maintain the  Premises  and  all  parts  thereof  in  good  order,  condition  and  repair            (including, as necessary, replacement).  Tenant’s obligations under this Section 8.2(a) shall include            (i) all leasehold improvements in the Premises, whenever and by whomever installed or paid for,            including the Suite Improvements and any “Alterations” (as defined in Section 9.1 below) and any            leasehold improvements installed pursuant to any prior lease (collectively, the “Tenant-Insured            Suite Improvements”), (ii) any “Tenant Systems” (as defined below); and (iii) all Cabling and            related devices serving the Premises.  Tenant shall, as part of its maintenance and repair obligations            hereunder,  enter  into  a  service  contract  with  a  contractor  approved  by  Landlord  for  service,            maintenance and repair of any supplemental HVAC system serving the Premises, which contract            shall provide for servicing by such contractor no less often than quarterly.  A copy of such contract            shall  be  delivered  to  Landlord  annually. For  purposes  hereof,  “Tenant  Systems”  means  any            systems, equipment and components that exclusively serve the Premises, provided that, whether            or not the Base Building Systems exclusively serve the Premises, Tenant Systems shall exclude            all Base  Building  Systems  (and  all  Base  Building  Systems  shall  be  Landlord’s  responsibility            pursuant to Section 8.1 above).  Tenant Systems include HVAC, electrical, lighting, plumbing and            fire/life  safety  systems, equipment and  components  located  within  the  Premises,  including            plumbing  fixtures  and  pipes,  electrical  outlets,  wiring,  and  switches,  fixtures, lighting  control            systems and any non-Building Standard Lighting, and any equipment that is separately installed            by or for the benefit of Tenant or any Tenant Parties, such as supplemental HVAC units and kitchen            appliances.                               (b)   Landlord’s  Right to  Perform  Maintenance  and  Repairs.             Notwithstanding  the  provisions  of Section  8.1(a), Landlord  may,  at  its  option, following            reasonable  prior  notice  to  Tenant  (except  in  the  event  of  an  emergency), perform Tenant’s            obligations  pursuant  to Section  8.1(a) on  Tenant’s  behalf,  in  which  event  Tenant  shall  pay            Landlord, within thirty (30) days after demand therefor accompanied by reasonable supporting            documentation, the cost of such work, together with an administration fee equal to ten percent            (10%)  of  such  cost.   Landlord  shall  have  no  liability  to  Tenant  for  any  inconvenience  or              16764.040 4830-2660-4226.6            25 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             interference with  the use of the Premises  by Tenant  as  a result of performing any such work,            provided  that  Landlord  shall  exercise  commercially  reasonable  efforts  to  minimize  such            inconvenience or interference.                         8.3   Waiver  of  Repair  and  Deduct  Statutes.  Tenant  hereby  waives  all  rights            under the provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code, or under            any similar or replacement section or Legal Requirement.                   9.    ALTERATIONS AND ADDITIONS.                         9.1   No Alterations Without Consent. Tenant shall not (a) make or cause to be            made  any  alterations,  additions  or  improvements  (each,  an  “Alteration”  or  collectively,            “Alterations”) in, on or to any portion of the Building or the Common Areas, or (b) make or suffer            to be made any Alterations in, on or to the Premises or any part thereof without the prior written            consent of Landlord, which consent, subject to the terms, covenants and conditions set forth in this            Lease, will not be unreasonably withheld, conditioned or delayed.  Subject to such consent by            Landlord, Tenant’s  Alterations may  include specialized tenant  improvements  (in  the  way  of            improvements and/or upgrades) in and to the Premises, including facilities for computers, separate,            self-contained air conditioning systems (including, subject to Section 37 below, rooftop equipment            for same), conference and meeting room facilities (but only to the extent of a customary number            of conference rooms of customary size for a corporate headquarters of approximately 104,253            rentable  square  feet,  as shall  be reasonably  determined  by  Landlord),  dining  rooms  and            lunchrooms, including kitchens  in  support thereof (provided that in  no event shall any stoves,            ranges or similar appliances requiring grease traps, pans, hood ventilators or any other special            ventilation  be  permitted  in  any  kitchens  located  in  the  Premises,  and  such dining  rooms  and            lunchrooms shall be permitted only to the extent of a number and size reasonably customary for a            corporate  headquarters  of  approximately  104,253  rentable  square  feet,  as shall  be reasonably            determined by  Landlord), exercise/health, training and medical  facilities, vertical  mail  system,            telephone equipment rooms, fiber optics, high-ceiling areas, and other special facilities incidental            to  Tenant’s  office  operations,  provided  that,  as  a  condition  to Landlord’s consent to  any            Alterations, Landlord may impose such requirements as Landlord may reasonably deem necessary,            including specifying the manner in which the work is done, the times during which it is to be            accomplished, and that any construction work be performed by union labor.  Notwithstanding the            foregoing provisions of this Section 9.1, Landlord may withhold its consent in its sole and absolute            discretion if any proposed Alterations will affect the exterior of the Building (including Alterations            to the interior that are visible from the exterior of the Building), the Common Areas, or title to the            Building or Project, or if the proposed Alterations will adversely affect the structure the Building            or any of the Base Building Systems, other tenants, or the safety or operation of the Building or            Project.  As  used  in  this  Lease,  (1) “Above-Standard  Improvements” shall  mean  any  Tenant-           Insured  Suite  Improvements that  are  not  Building Standard  Improvements;  and  (2) “Building            Standard  Improvements” shall  mean  Landlord’s  standard  specifications  for  leasehold            improvements in the Project, taking into account the Use of the Premises as set forth in the Basic            Lease Provisions, which shall be provided by Landlord to Tenant upon Tenant’s request; provided,            however,  that,  without  limiting  the  foregoing,  the  following  shall  constitute “Above-Standard            Improvements” for purposes of this Lease: internal stairwells; raised floors; voice, data and other            Cabling; meeting rooms and classroom facilities (other than a customary number of conference            rooms of customary size for a corporate headquarters of approximately 104,253 rentable square              16764.040 4830-2660-4226.6            26 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             feet,  as  reasonably  determined  by  Landlord);  kitchens  and  cafeterias  (as  distinguished  from            kitchenette  areas);  any  structural  alterations  and  any  areas,  such  as  libraries  and  file  rooms,            requiring  floor  reinforcement  or  enhanced  systems  requirements;  any  supplemental  HVAC  or            other specialty or supplemental systems and equipment used in connection therewith, any non-           Building standard security or card access systems and equipment, built-in workstations, any safe            or vault areas, personal baths and showers or any additional restrooms, any non-Building standard            lighting or electrical wiring, exercise/health, training and medical facilities, vertical mail system,            telephone equipment rooms, fiber optics, high-ceiling areas, and any specialized or non-standard            design elements, such as decorative water features or non-standard flooring or ceiling treatments,            that would not, in Landlord’s reasonable judgement, likely be utilized by a succeeding office tenant            of the Premises. Notwithstanding anything to the contrary contained in this Lease, except for voice,            data and other Cabling, in no event shall Tenant be required to remove any of the improvements            existing in the Premises on the date of this Lease nor shall such existing improvements be Above-           Standard Improvements.                          9.2   Performance of Alterations.                                 (a)   Without limiting Section 9.1, before commencing any Alterations,            (i) Tenant shall deliver to Landlord, and obtain Landlord’s approval of, plans and specifications in            accordance with Section 9.1 above; and shall, within ten (10) days of demand, pay all reasonable            out-of-pocket  expenses  incurred by  Landlord in  reviewing  the  plans and  specifications;            (ii) Landlord, in its discretion, may require Tenant to obtain security for performance reasonably            satisfactory  to  Landlord; and (iii)  Tenant  shall  deliver  to  Landlord all  required  governmental            approvals and permits and, upon completion, “as built” drawings (in CAD format, if requested by            Landlord).                               (b)   Tenant  acknowledges  that  the  Alterations  will  be  performed  by            Sunset Development Company (“SDC”), an affiliate of Landlord, or another general contractor            selected  by  Landlord  (SDC  or  such  other  general  contractor  being  herein  the “General            Contractor”).  Landlord agrees that the General Contractor will put out to a minimum of three (3)            bidders each trade estimated to exceed Twenty-Five Thousand Dollars ($25,000.00) and that the            charges for the General Contractor’s overhead and profit will not exceed, as a percentage of the            cost of Alterations, eight percent (8%) for overhead and four percent (4%) for profit.  Tenant shall            pay to  Landlord within ten (10) days  of demand an amount equal to the reasonable costs and            expenses for time spent by Landlord’s employees or contractors in supervising, approving and            administering such Alterations.                               (c)   Following Landlord’s approval of the plans and specifications for            any Alterations, Landlord shall deliver to Tenant a cost proposal to complete the Alterations as            shown on such plans and specifications (the “Alterations Proposal”).  Tenant will have thirty (30)            days to approve or withdraw its request for such Alterations.  If Tenant fails to respond within such            30-day period, Tenant will be deemed to have withdrawn its request.  If the Alterations Proposal            exceeds Twenty-Five Thousand Dollars ($25,000.00), then, concurrently with Tenant’s approval            of the Alterations Proposal, Tenant shall deliver to Landlord cash in the amount of fifty percent            (50%) of the Alterations Proposal.  The remaining fifty percent (50%) of the Alterations Proposal            shall be paid by Tenant to Landlord within thirty (30) days following substantial completion of the            Alterations.  If the Alterations Proposal is Twenty-Five Thousand Dollars ($25,000.00) or less,              16764.040 4830-2660-4226.6            27 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             then the Alterations Proposal shall be paid by Tenant to Landlord within thirty (30) days following            substantial completion of the Alterations.                         9.3   Ownership of Improvements.  Except as provided in Section 9.4 below, all            Alterations and all work performed under the Work Letter shall become the property of Landlord            upon installation, subject to Tenant’s obligation to remove any Above-Standard Improvements or            portion thereof as required by Landlord in accordance with Section 24.1 hereof.                         9.4   Ownership of Personal Property.  All articles of personal property and all            business  and  trade  fixtures,  machinery  and  equipment, free-standing  cabinetry,  furniture  and            movable  partitions  owned  by  Tenant  or  installed  by  Tenant  at  its  expense  in  the  Premises            (collectively, “Tenant’s Personal Property”) shall be and remain the property of Tenant and may            be removed by Tenant at any time during the Term.                         9.5   Communications Lines and Cabling.  All Cabling installed in the Premises            by  Tenant  shall  (a) be  installed  in  accordance  with  the  terms  and  conditions  set  forth  in  this            Section 9; and (b) be clearly marked with adhesive plastic labels (or plastic tags attached to such            Cabling with wire) to show Tenant’s name, suite number, and the purpose of such Cabling (i) every            six (6) feet outside the Premises (including the electrical room risers and any Common Areas), and            (ii) at their termination points.  Landlord shall designate specific contractors for work relating to            vertical  Cabling in  accordance  with  Landlord’s  riser  management  policies  and  programs.             Sufficient spare cables and space for additional cables shall be maintained for other occupants, as            reasonably determined by Landlord.  Unless otherwise notified by Landlord, Tenant, at its expense            and before the expiration or promptly following the earlier termination hereof, shall remove all            Cabling and repair any resulting damage.  As used herein, “Cabling” means all communications            or computer wires and cables serving the Premises, whenever and by whomever installed or paid            for, including any such wires or cables installed pursuant to any prior lease. Landlord shall use            commercially reasonable efforts to have the Cabling existing in the Premises disconnected from            the prior occupant’s remaining premises on the 4th floor of the Building so that Tenant’s reasonably            approved cabling vendor can utilize such existing Cabling without having to replace the same.                   10.   ENTRY BY LANDLORD.  Landlord and Landlord’s employees in the course of            their employment and Landlord’s agents or contractors in connection with activities authorized by            Landlord (collectively, “Landlord’s Representatives”) shall at any and all times have the right to            enter the Premises to inspect the same, to supply janitorial service and any other service to be            provided  by  Landlord  to  Tenant  hereunder,  to  show  the  Premises  to  lenders  or  prospective            purchasers and, during the last twelve (12) months of the Term, to tenants, to post notices of non-           responsibility, and to alter, improve and repair the Premises and any portion of the Building (and            may for that purpose erect scaffolding and other necessary structures where reasonably required            by the character of the work to be performed, provided that reasonable access to the Premises shall            exist  at  all  times)  or  to  perform  testing  for  Hazardous  Substances  as  provided  in Section  25;            provided, however, that Landlord shall, to the extent reasonably practicable, provide Tenant with            at least twenty-four (24) hours’ prior notice of any such entry, except in the event of an emergency            or if the purpose of the entry is to conduct a routine inspection or to provide normal services, such            as janitorial services.  Landlord shall conduct its activities under this Section 10 in a manner that            will minimize interference with and inconvenience to Tenant without incurring additional expense            to Landlord. For each of the aforesaid purposes, Landlord shall at all times have and retain a key              16764.040 4830-2660-4226.6            28 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             with which to unlock all of the doors in, upon and about the Premises, excluding Tenant’s vaults            and safes.  Landlord and Landlord’s Representatives shall have the right to use any and all means            which Landlord may deem proper to obtain entry to the Premises in an emergency, and any entry            to the Premises obtained by Landlord or Landlord’s agents by any of said means or otherwise in            the event of an emergency, shall not under any circumstances be construed or deemed to be a            forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the            Premises or any portion thereof.  Provided that Landlord conducts its activities in a manner that            minimizes interference with and inconvenience to Tenant, Tenant shall not be released from its            obligations under this Lease nor be entitled to any abatement of Rent on account of Landlord’s            entry under this Section 10, and Tenant hereby waives any claim for damages for any injury or            inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment            of the Premises.                   11.   LIENS.  Tenant shall keep the Complex and Premises free from any liens arising            out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant            and shall indemnify, defend and hold  Landlord  harmless  from  all claims,  costs and liabilities,            including reasonable attorneys’ fees and costs, in connection with or arising out of any such lien            or claim of lien.  Tenant shall cause any such lien imposed on the property to be released of record            by payment or posting of a proper bond within ten (10) days after written request by Landlord.  If            Tenant shall not, within such 10-day period following the imposition of any such lien, cause such            lien to be released of record by payment or posting of a proper bond, Landlord shall have, in            addition to all other remedies provided herein and by law, the right, but not the obligation, to cause            the same to be released by such means as it shall deem proper, including payment of the claim            giving  rise  to  such  lien.   All  such  sums  paid  by  Landlord  and  all  expenses  incurred  by  it  in            connection therewith, including attorneys’ fees and costs, shall be payable to Landlord by Tenant            on demand with interest at the Default Rate until paid.  Landlord shall have the right at all times            to  post  and  keep  posted  on  the  Premises  any  notices  permitted  or  required  by  law,  or  which            Landlord shall deem proper, for the protection of Landlord and the Project, and any other party            having  an interest  therein, from  mechanics’ and  materialmen’s  liens,  and Tenant  shall  give to            Landlord  at  least  three  (3) business  days’ prior  written  notice  of  the  expected  date  of            commencement of any work relating to Alterations.                   12.   INDEMNITY.                         12.1  Indemnity.                                (a)   Except if and to the extent that Tenant is released from liability to            Landlord pursuant  to  the  provisions  of Section 13.3 below,  and  excluding  liabilities  and            obligations with respect to Hazardous Substances, which are intended to be covered exclusively            by the provisions of Section 25 of this Lease, Tenant shall indemnify, defend and hold Landlord,            any entity that controls, is controlled by or is under common control with Landlord, the entity            which manages the Project, and any person or entity contracted to perform any maintenance and            construction  with  respect  to  the  Project,  and  any  and  all  of  their  respective  direct  or  indirect            partners, shareholders, members, affiliates, or agents,  and the officers, directors, members and            employees of Landlord or any such other person or entity (each, an “Indemnitee” and, collectively,            the “Indemnitees”) harmless from and against any “Claims” (as defined below) arising from or in            connection  with, or  caused  by (a) the use  or  occupancy  of  the  Premises,  the  Building  or  the              16764.040 4830-2660-4226.6            29 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Common Areas by Tenant or any person claiming through or under Tenant, (b) any injury or death            of any person or damage to or destruction of property occurring in, on or about the Premises, from            any cause whatsoever, (c) the conduct of Tenant’s business, or from any activity or work permitted            or suffered in or about the Premises, the Building or the Common Areas by Tenant or any persons            or entities claiming by, through or under Tenant, including subtenants, or any of their respective            employees,  agents,  contractors,  licensees,  invitees,  representatives,  officers,  directors,            shareholders, partners, and members (each, a “Tenant Party” and, collectively, “Tenant Parties”),            (d) any failure of Tenant to observe or perform any of its obligations hereunder, or (e) any act,            omission or negligence on the part of Tenant or any Tenant Parties. For purposes of this Lease, the            term “Claims” means any and all losses, claims, actions, liabilities, damages (including, in the case            of  third-party  claims,  consequential  and  punitive  damages),  costs  and  expenses  (including            reasonable  attorneys’ fees  and  costs).  Landlord  may,  at  its  option,  require  Tenant  to  assume            Landlord’s  defense  in  any  action  covered  by  this Section  12.1 through  counsel  reasonably            satisfactory  to  Landlord.  Notwithstanding  the  foregoing,  Tenant  shall  not  be  obligated  to            indemnify any Indemnitee against any Claims (1) to the extent it is ultimately determined that the            Claims resulted from the negligence or willful misconduct of such Indemnitee and are not covered            by the insurance required to be carried by Tenant hereunder; (2) to the extent such indemnity is            prohibited by Legal Requirements; or (3) to the extent caused or attributable to Landlord’s breach            of this Lease.                                (b)   Landlord agrees to indemnify, defend (through counsel reasonably            satisfactory to Tenant) and hold Tenant and the Tenant Parties harmless from and against any and            all Claims to the extent arising from (x) any failure of Landlord to observe or perform any of its            obligations hereunder following notice and applicable grace or cure periods or (y) the negligence            or willful misconduct of Landlord, its employees, agents or contractors and not covered by the            insurance required to be carried by Tenant hereunder or otherwise covered by Tenant’s indemnity            obligations set forth in Section 12.1(a) above.                               (c)   The  terms,  conditions  and  obligations  of  this Section 12.1 shall            survive the expiration or earlier termination of this Lease.                          12.2  Exemption of Landlord from Liability.  Except to the extent caused by the            negligence or willful misconduct of Landlord, its agents, employees or contractors and not covered            by the insurance required to be carried by Tenant hereunder or except to the extent such limitation            on liability is prohibited by Legal Requirements, neither Landlord nor the other Indemnitees shall            be liable to Tenant or any other Tenant Parties for injury to or death of any person, or for loss of            use of or damage to property, in or about the Premises, Building or Complex caused by or resulting            from fire, steam, electricity, gas, or water or rain which may leak or flow from or into any part of            the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,            wires, appliances, plumbing, HVAC, Cabling, or lighting fixtures of the same, whether the damage            or injury results from conditions arising upon the Premises or upon other portions of the Complex            of which the Premises are a part, or from other sources.              16764.040 4830-2660-4226.6            30 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   13.   INSURANCE.                           13.1  Tenant’s Insurance.  Tenant shall, at all times during the Term of this Lease,            and at its own cost and expense, procure and maintain in force the following insurance coverage:                               (a)   Commercial  General Liability  insurance,  in  occurrence  form,            insuring Tenant against any and all liability for injury to or death of a person or persons, and for            damage to or destruction of property, occasioned by or arising out of or in connection with the use            or  occupancy  of  the  Premises  or  the  business  operated  by  Tenant  thereon,  including  products            completed operations coverage and personal and advertising injury.  Such policies shall include            contractual liability coverage with limits of liability of Five Million Dollars ($5,000,000.00) each            occurrence / Five Million Dollars ($5,000,000.00) general aggregate (which limits can be satisfied            by a combination of a Commercial General Liability and Umbrella/Excess coverage, provided,            such Umbrella/Excess coverage must be as broad as the Commercial General Liability policy).            Landlord in its reasonable judgment may require additional coverage or higher limits of liability,            provided the same are generally consistent with coverage or limits required by prudent landlords            of Comparison Buildings;                               (b)   Worker’s  compensation  and  similar  insurance  offering  statutory            coverage and containing statutory limits and employer’s liability insurance with policy limits of            One  Million  Dollars  ($1,000,000.00).  Such  policies shall  contain  a  Waiver  of  Subrogation            endorsement in favor of Landlord and its partners, property manager, and any Security Holders            designated by Landlord;                               (c)   Automobile  liability  insurance  for  owned,  hired  and  non-owned            automobiles at a limit of liability of One Million Dollars ($1,000,000.00) each occurrence; and                               (d)   Special causes  of loss (“all risk”) insurance, including vandalism            and malicious mischief coverage, covering and in an amount equal to the full replacement value            of (i) all of Tenant’s Personal Property; and (ii) the Tenant-Insured Suite Improvements, naming            Landlord and any Security  Holders designated by  Landlord  as  loss payees  with  respect  to  the            Tenant-Insured  Suite Improvements.  Tenant  shall  also  carry business interruption  coverage            including extra expense in an amount sufficient to cover twelve (12) months of rent.                    The limits of insurance set forth in (a) through (c) of this Section 13.1 shall in no event            limit  the  liability  of  Tenant  hereunder.   The  aforesaid Commercial  General Liability and            automobile liability insurance shall include Landlord and its partners, property manager, and any            Security Holders designated by Landlord, as additional insureds.  Such policies will be maintained            in companies having a “General Policyholders Rating” of at least A- VIII as set forth in the most            current issue of “Best’s Insurance Guide” and, for such policies required to include Landlord as            additional insured, will be written as primary policy coverage and not contributing with, or in            excess  of, any  coverage which  Landlord shall carry.  Tenant  shall deposit certificates  of such            required insurance with Landlord prior to the earlier to occur of (x) the Commencement Date of            this Lease, or (y) Tenant’s occupancy of the Premises.  If Tenant is notified by an insurer that any            of the foregoing policies will be materially altered or cancelled, Tenant shall notify Landlord of            such alteration or cancellation within ten (10) business days of its receipt of such notification from            the insurer, and Tenant’s failure to do so shall constitute an Event of Default.  Tenant shall have              16764.040 4830-2660-4226.6            31 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             the right to provide the coverages required herein under blanket policies provided that the coverage            afforded shall not be diminished by reason thereof.  If Tenant does not take out and maintain such            insurance, Landlord may (but shall not be required to) procure said insurance on Tenant’s behalf            and Tenant shall reimburse Landlord within ten (10) days following demand for the premiums            therefor, together with a reasonable handling charge and interest at the Default Rate from the date            such  premiums  were paid  by  Landlord.   Tenant  shall, at  least  twenty  (20)  days prior  to the            expiration of such policies, furnish Landlord with evidence of renewals or binders.                         13.2  Landlord’s Insurance.  Landlord shall, at all times during the Term of this            Lease, procure and continue in full force the following insurance:                               (a)   Special causes of loss (“all-risk”) insurance insuring Landlord (and            such others as Landlord may designate) against loss from physical damage to the Building and the            Common Areas, in an amount equal to the full replacement cost thereof (excluding foundations,            footings, and underground installations), and including inflation guard protection and coverage for            debris removal and enforcement of Legal Requirements regulating reconstruction; and                               (b)   Commercial General Liability Insurance against claims for bodily            injury, personal injury and property damage based upon, involving or arising out of the ownership,            use, occupancy or maintenance of the Project.  Such insurance shall be on an occurrence basis,            providing a limit of liability including excess coverage in an amount not less than Ten Million            Dollars ($10,000,000.00) each  occurrence/  Ten  Million  Dollars ($10,000,000.00) general            aggregate, subject to a commercially reasonable deductible.                         13.3  Waiver of Subrogation.  Tenant and Landlord hereby waive and release any            and all right  of recovery, whether  arising in  contract  or tort,  against the  other, including their            respective Tenant’s Representatives and Landlord’s Representatives, arising during the Term for            any and all loss or damage to any property located within or constituting a part of the Project,            which loss or damage arises from the perils that would be insured against under the ISO Causes of            Loss-Special  Form  Coverage  including  any  deductible  thereunder  (whether  or  not  the  party            suffering the loss or damage actually carries such insurance, recovers under such insurance or self-           insures the loss or damage) or which right of recovery arises from loss of earnings or rents resulting            from loss or damage caused by such a peril.  This mutual waiver is in addition to any other waiver            or release contained in this Lease.  Landlord and Tenant shall each have their insurance policies            issued in such form as to waive any right of subrogation which might otherwise exist.                         13.4  Tenant’s  Property.   All  furnishings,  fixtures,  equipment,  and personal            property of every kind and description of Tenant and of persons claiming by or through Tenant            which may be on the Premises shall be at the sole risk and hazard of Tenant and no part of loss or            damage thereto for whatever cause shall be charged to or borne by Landlord.                   14.   DAMAGE OR DESTRUCTION.                         14.1  Landlord’s  Duty  to  Repair.   If any  portion of  the  Premises is rendered            untenantable or inaccessible by damage to all or any part of the Project from fire or other casualty            (a “Casualty”), then, unless either party elects to terminate this Lease pursuant to Sections 14.2 or            14.3, Landlord shall, at its expense, use its commercially reasonable efforts to repair and restore              16764.040 4830-2660-4226.6            32 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             the Premises and/or access thereto, as the case may be, to substantially their former condition to            the  extent  permitted  by  then  applicable Legal  Requirements (the “Restoration”);  provided,            however, that Tenant, rather than Landlord, shall be obligated, at Tenant’s expense, to repair or            replace Tenant’s Personal Property.  If Landlord is required or elects to perform the Restoration,            then, unless Tenant elects to terminate this Lease pursuant to Section 14.3 below, (a) this Lease            shall  continue  in  effect, and (b) Tenant  shall  promptly  assign  or  otherwise  make  available  to            Landlord all proceeds of insurance carried by Tenant with respect to the Tenant-Insured Suite            Improvements.  Tenant’s Base Rent and Operating Cost Payments shall be abated from the date            of the Casualty through the date of substantial completion of Landlord’s Restoration (or through            any  earlier  termination  of  this  Lease) by  a  proportionate  amount  based  on  the  portion  of  the            Premises that Tenant is prevented from using by reason of such Casualty or Restoration; provided,            however, that if the Casualty is the result of the willful misconduct or gross negligence of Tenant            or Tenant’s Representatives, there will be no such Rent abatement.  In no event shall Landlord be            liable to  Tenant  by reason of any injury to  or interference with  Tenant’s  business  or property            arising from fire or other Casualty or by reason of any Restoration to any part of the Project made            necessary by such Casualty.                         14.2  Landlord’s Right to Terminate.  Following a Casualty, Landlord may elect            to  terminate  this  Lease under  the  following  circumstances (each,  a “Casualty  Termination            Condition”):                               (a)   If, in the reasonable judgment of Landlord, the Restoration (when            the same are made without the payment of overtime or other premiums) cannot be substantially            completed (i.e., completed with the exception of customary punchlist items) within two hundred            seventy (270) days after the date of the Casualty;                               (b)   If, in the reasonable judgment of Landlord, adequate proceeds are            not, for any reason, made available to Landlord from Landlord’s and Tenant’s insurance policies            to perform the required Restoration;                               (c)   If the Project is damaged or destroyed to the extent that the cost of            Restoration exceeds twenty-five percent (25%) of the full replacement cost of the Project, whether            or not the Premises are damaged or destroyed; or                               (d)   If the Casualty occurs within the last twelve (12) months of the Term            of  this Lease,  provided  that,  in  Landlord's  reasonable  judgment,  repairs  cannot  reasonably  be            completed within sixty (60) days after the date of discovery of the damage (when such repairs are            made without the payment of overtime or other premiums).                         Within sixty  (60) days  following  any  Casualty (or  as  soon  thereafter  as  is            reasonably practicable), Landlord shall give notice to Tenant (the “Landlord Casualty Notice”)            setting  forth  the  estimated  time required,  in  Landlord’s  reasonable  judgment,  to  complete  the            Restoration (when the same are made without the payment of overtime or other premiums); and,            if any of the Casualty Termination Conditions are applicable, whether Landlord shall perform the            Restoration or  elect  to  terminate  this  Lease.  If  Landlord  elects  to  terminate  this  Lease,  such            termination will be effective as of the date specified in the Landlord Casualty Notice, which date            shall not be less than thirty (30) days nor more than sixty (60) days after the date the Landlord              16764.040 4830-2660-4226.6            33 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Casualty Notice is delivered to Tenant.  Notwithstanding the foregoing, if a Casualty occurs within            the last twelve (12) months of the Term of this Lease, Landlord shall deliver a Landlord Casualty            Notice as soon as reasonably practicable, but in all events within thirty (30) days following the            date of the Casualty.                         14.3  Tenant’s Right to Terminate.  If all or a substantial part of the Premises are            rendered untenantable or inaccessible by damage to all or any part of the Project from fire or other            Casualty, and such Casualty is not the result of the willful misconduct or negligence of Tenant or            Tenant’s Representatives, Tenant may terminate this Lease, subject to the following conditions:                               (a)   If, in the reasonable judgment of Landlord, the Restoration (when            the same are made without the payment of overtime or other premiums) cannot be substantially            completed within two hundred seventy  (270) days after  the  date  of  the Casualty, Tenant  may            terminate this Lease by notice to Landlord, provided that such notice is given within ten (10) days            after receipt of Landlord’s Casualty Notice;                               (b)   If, within one  hundred  twenty  (120) days  after  the  date of  the            Casualty, Landlord neither terminates this Lease nor commences the Restoration, then Tenant may            terminate this Lease by notice to Landlord, provided that such notice is given by Tenant before the            earlier of (i) the date on which Landlord commences such Restoration or (ii) ten (10) days after            the expiration of such 120-day period; or                               (c)   If the Casualty occurs within the last twelve (12) months of the Term            of  this  Lease, provided  that,  in  Landlord's  reasonable  judgment,  repairs  cannot  reasonably  be            completed within sixty (60) days after the date of discovery of the damage (when such repairs are            made without the payment of overtime or other premiums), provided that such notice is given            within fifteen (15) days after receipt of Landlord’s Casualty Notice.                   If  Tenant  timely  elects  to  terminate  this  Lease  pursuant  to  this Section  14.3,  such            termination will be effective as of the date specified in Tenant’s termination notice, which date            shall  not  be  less  than  thirty  (30)  days  nor  more  than  sixty  (60)  days after  the  date Tenant’s            termination notice is delivered to Landlord.                         14.4  Exclusive  Rights.   Landlord  and  Tenant  each  hereby  agree  that,            notwithstanding any law to the contrary that may now or hereafter exist, neither party shall have            any right to terminate this Lease in the event of a Casualty, other than as provided in Sections 14.2            and 14.3.                   15.   CONDEMNATION.  If all or a material portion of the Premises, or any material            portion  of  the  Common  Areas  or  parking  areas  necessary  for  access  to  or  tenantability of  the            Premises, shall be taken or appropriated for public or quasi-public use by right of eminent domain,            with or without litigation, or transferred by agreement in connection with a potential taking for            public  or  quasi-public  use (a “Taking”),  either  party  hereto  shall  have  the  right, at  its  option,            exercisable within thirty (30) days of receipt of notice of such Taking, to terminate this Lease as            of the date possession is taken by the condemning authority; provided, however, that Tenant shall            have the right to terminate this Lease by reason of a Taking as provided hereinabove only if such            Taking  shall  be  of  such  an  extent  and  nature  as  to  substantially  handicap,  impede  or  impair              16764.040 4830-2660-4226.6            34 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Tenant’s use of the Premises. If any part of the Building other than the Premises shall be subject            to a Taking, Landlord shall have the right to terminate this Lease.  No award for any partial or            entire Taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may            be made in such Taking, together with any and all rights of Tenant now or hereafter arising in or            to the same or any part thereof; provided, however, that nothing contained herein shall be deemed            to give Landlord any interest in or to require Tenant to assign to Landlord any award made to            Tenant for the Taking of Tenant’s Personal Property or for Tenant’s relocation costs, so long as            such award to Tenant does not decrease the value of the award that would otherwise be made to            Landlord in such Taking.  In the event of a partial Taking which does not result in a termination            of this Lease, Rent shall be abated in the proportion which the rentable area of the Premises so            taken bears to the rentable area of the Premises immediately prior to the Taking, and Landlord, at            Landlord’s cost, shall restore the Premises remaining to an architectural whole, provided that in            no event shall Landlord be required to spend an amount in excess of the portion of the award made            to Landlord for that purpose.  No temporary Taking of the Premises and/or of Tenant’s rights            therein or under this Lease (i.e., a period of less than one hundred eighty (180) days) shall give            Tenant the right to terminate this Lease or to any abatement of Rent thereunder.  Any award made            to Tenant by reason of any such temporary Taking where Landlord does not terminate this Lease            shall  belong  entirely  to  Tenant,  so  long as said  award  does  not  diminish  Landlord’s  award.             Landlord and Tenant each hereby agree that, notwithstanding any law to the contrary that may            now or hereafter exists, neither party shall have any right to terminate this Lease in the event of            any Taking of the Premises under any circumstances other than as provided in this Section 15.                   16.   ASSIGNMENT AND SUBLETTING.                         16.1  Landlord’s Consent Required.  Tenant shall not assign, transfer, mortgage,            pledge,  hypothecate  or  encumber  this  Lease  or  any  interest  therein,  and  shall  not  sublet  the            Premises or any part thereof (each, a “Transfer”), without the prior written consent of Landlord,            and any attempt to do so without such consent being first had and obtained shall be voidable by            Landlord.  As used herein, “sublet” includes licenses and any other right of occupancy.                         16.2  Reasonable  Consent.  Landlord  shall  not  unreasonably  withhold or            condition its consent to the subletting of the Premises or any portion thereof or the assignment of            this Lease.  Landlord’s consent to any other proposed Transfer may be granted or withheld in            Landlord’s sole and absolute discretion.  If Tenant shall desire Landlord’s consent to any Transfer,            Tenant shall notify Landlord in writing (“Notice of Proposed Transfer”).  Any such Notice of            Proposed Transfer shall include: (a) the name and legal composition of the proposed transferee            (“Transferee”); (b) the proposed effective date (which shall not be less than thirty (30) nor more            than ninety (90) days after the date of Tenant’s Notice of Proposed Transfer); (c) the portion of            the Premises to be Transferred (the “Subject Space”); (d) the nature of the business proposed to be            carried on in the Premises; (e) the terms and provisions of any proposed Transfer, including an            estimated calculation of the “Transfer Premium” (as defined in Section 16.3 below), if any, in            connection with such Transfer; (f) such reasonable financial information as Landlord may request            concerning the proposed Transferee; and (g) the form of the proposed sublease or assignment.             Within thirty (30) days after Landlord receives all such information, Landlord shall notify Tenant            whether  it  approves or  reasonably  disapproves such  assignment  or  subletting. Among  other            circumstances  for  which  Landlord may reasonably  withhold  its  consent  to  a  sublease  or            assignment,  it  shall  be  reasonable  for Landlord  to  withhold  its  consent  where  (i)  Landlord              16764.040 4830-2660-4226.6            35 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             reasonably disapproves of the Transferee’s reputation or creditworthiness or the character of the            business to be conducted by the Transferee at the Premises, (ii) the Transferee’s business entails            the operation of a call center, (iii) the Transferee (1) is an existing tenant of the Project or any of            the other buildings in Bishop Ranch, (2) is actively negotiating with Landlord or any affiliate of            Landlord to lease space in the Project or any of the other buildings in Bishop Ranch at such time,            or (3) has actively negotiated with Landlord or any affiliate of Landlord to lease space during the            four (4) month period immediately preceding Tenant’s request for consent; provided, however,            that Landlord shall not withhold its consent to any proposed Transfer solely under this clause (iii)            if  Landlord  does  not  then  have  comparable  space  in  Bishop  Ranch  available  for  lease  for  a            comparable term at the time of Tenant’s proposed Transfer; (iv) the assignment or subletting would            increase the burden on the Building services or the number of people occupying the Premises, (v)            the  rental  and  other  consideration  payable  by  the  Transferee  is more  than  twenty-five percent            (25%) less than that currently being paid by tenants under new leases of comparable space in            Bishop Ranch, or (vi) Landlord otherwise reasonably determines that the assignment or sublease            would have the effect of materially decreasing the value of the Project or materially increasing the            expenses associated with operating the Project, or (vii) the proposed Transferee is a “Competing            Business” (as defined on Exhibit H attached hereto) or one of the “Significant Competitors” or            “Competitors” listed on Exhibit J attached hereto.  In no event may Tenant publicly advertise or            offer all or any portion of the Premises for assignment or sublease at a rental less than that then            sought by Landlord for comparable space in Bishop Ranch.                         16.3  Excess Consideration.  If Landlord consents to an assignment of this Lease            or  a  sublease  of  any  or  all  of  the  Premises, Tenant  shall  pay Landlord,  as Additional  Rent            hereunder, fifty percent (50%) of any Transfer Premium derived by Tenant from such Transfer.             The term “Transfer Premium” means any consideration paid by an assignee for the assignment,            or, in the case of a sublease, the excess of the base rent and reimbursement for expenses and taxes,            utility costs, and other amounts payable or paid by the subtenant over the amount of Base Rent,            Operating Cost Payments, utility costs, and other amounts payable by Tenant hereunder applicable            to  the  subleased  space  during  the  same  period  of  time.  Payment  of  Landlord’s  share  of  any            Transfer Premium shall be made (i) in the case of an assignment, within ten (10) business days            after Tenant receives the consideration described above, and (ii) in the case of a sublease, license            or other occupancy agreement, for each month of the term  of such agreement, within five (5)            business days after Tenant receives the rent and other consideration described above.                         16.4  No  Release  of  Tenant.   No  consent  by  Landlord  to  any  assignment  or            subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this            Lease, whether occurring before or after such consent, assignment or subletting, and any assignee            shall be jointly and severally liable with Tenant for the payment of Rent and for the performance            of all other terms and provisions of this Lease.  Consent by Landlord to any Transfer shall not            constitute  consent  to  any  subsequent Transfer,  nor relieve  Tenant or any  such subsequent            Transferee from the obligation to obtain Landlord’s express written consent to such subsequent            Transfer.  The acceptance of rent by Landlord from any other person shall not be deemed to be a            waiver by Landlord of any provision of this Lease or to be consent to any assignment, subletting            or other Transfer.                           16.5  Fees.  Tenant shall pay Landlord’s reasonable attorneys’ fees incurred in            connection with reviewing any proposed Transfer (including any Permitted Transfer), and all other              16764.040 4830-2660-4226.6            36 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             reasonable, third-party  out-of-pocket  costs  incurred  by  Landlord  in  connection  therewith,            including credit reports (which shall not exceed Three Thousand Five Hundred Dollars ($3,500.00)            in the aggregate per proposed Transfer, unless a dispute arises, in which event the provisions of            Section 35.4 below  shall  apply,  provided  that  such  cap  shall increase  by  three  percent  (3%)            annually on each anniversary of the Commencement Date).                         16.6  Effectiveness of Transfer.  No Transfer by Tenant shall be effective until            Landlord  has  received  a fully-executed  original of  the  assignment, sublease or  other  Transfer            documentation and, with respect to an assignment, an instrument pursuant to which the assignee            assumes all of Tenant’s obligations under this Lease arising on or after the date of assignment. The            voluntary, involuntary or other surrender of this  Lease by Tenant, or a mutual cancellation by            Landlord and Tenant, shall not work a merger, and any such surrender or cancellation shall, at the            option of Landlord, either terminate all or any existing subleases or operate as an assignment to            Landlord of any or all of such subleases.                         16.7  Intentionally Omitted.                             16.8  Certain Transfers.  For purposes of this Lease, the term “Transfer” shall,            subject to the provisions of Section 16.9 below, include the following (a “Change of Ownership”):            (a) if  Tenant  is  a  closely-held  professional  service  firm,  the  withdrawal  or  change  (whether            voluntary, involuntary or by operation of law) of more than fifty percent (50%) of its equity owners            within a 12-month period; (b) if Tenant is a partnership, the withdrawal  or change, voluntary,            involuntary or by operation of law, of a general partner or a majority of the partners, or a transfer            of a majority of partnership interests, or the dissolution of the partnership; (c) if Tenant is a limited            liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of a            majority of members, or a transfer of a majority of the membership interests, or a change in the            managing  member  of  the  limited  liability  company,  or  the  dissolution  of  the  limited  liability            company;  and  (d) if  Tenant  is  a  corporation,  the  dissolution,  merger,  consolidation  or  other            reorganization of Tenant, or the sale or other transfer of more than an aggregate of fifty percent            (50%)  of  the  voting  shares  of Tenant  (other  than  (i) sales  on  a  public  stock  exchange  or            (ii) transfers  to  immediate  family  members  by  reason  of  gift  or  death),  or  the  sale,  mortgage,            hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets.             Upon request by Landlord from time to time, Tenant shall deliver to Landlord a list of all of its            shareholders (if Tenant’s stock is not publicly traded), members, or partners, as the case may be.                         16.9  Permitted Transfers.  Notwithstanding any provision to the contrary in this            Section 16, Tenant shall not be required to obtain Landlord’s consent to a Change of Ownership            or to a Transfer to an entity which controls, is controlled by or is under common control with            Tenant  or  which  succeeds  to  substantially  all  of  Tenant’s  assets  and  business  by  merger,            reorganization or purchase (each, a “Permitted Transfer”, and any such Transferee shall be referred            to herein as a “Permitted Transferee”), so long as (a) Tenant notifies Landlord in writing at least            thirty (30) days prior to any such Transfer and promptly provides Landlord with any documents            or information reasonably requested by Landlord regarding such Transfer or Transferee as set forth            above, (b) Tenant is not in default, beyond any applicable notice and cure period, and such Transfer            is  not  a  subterfuge  by  Tenant  to  avoid  its  obligations  under  this  Lease,  (c)  such  Permitted            Transferee  shall  be  of  a  character  and  reputation  consistent  with  the  quality  of the  Complex,            (d) with  respect  to  a Permitted Transferee in  connection with  a Change  of Ownership or  with              16764.040 4830-2660-4226.6            37 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             respect to a Transfer to an entity which succeeds to Tenant by merger or corporate reorganization,            such Permitted Transferee shall have a net worth (excluding intellectual property, goodwill and            any other intangible assets) computed in accordance with GAAP (“Net Worth”) at least equal to            the Net Worth of Tenant immediately prior to the Change of Ownership, and (e) no assignment            relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any            liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this            Lease, the liability of Tenant and such Transferee shall be joint and several.  All subsections of            this Section 16 shall apply to any assignment or sublease pursuant to this Section 16.9, except            Sections 16.2, 16.3 and 16.5.  Any Permitted Transferee which is an assignee hereunder shall be            referred to as a “Permitted Assignee.”  “Control,” as used in this Section 16.9, shall mean the            ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or            possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent            (51%) of the voting interest in, any person or entity.                         16.10 Tenant Remedies.  Notwithstanding anything to the contrary in this Lease,            if Tenant claims that Landlord has unreasonably withheld, conditioned or delayed its consent under            this Article 16 or otherwise has breached or acted unreasonably under this Article 16, Tenant’s            sole remedy shall be declaratory judgment and an injunction for the relief sought without any            monetary damages, and Tenant hereby waives all other remedies, including any right provided            under California Civil Code Section 1995.310 or other Legal Requirements to terminate this Lease.                   17.   SUBORDINATION.                         17.1  Subordination.  This Lease is and shall be subject and subordinate to all            mortgages or deeds of trust and to all ground or underlying leases which now exist or may hereafter            be executed (each, a “Superior Encumbrance”) affecting all or any part of the Project, Landlord’s            interest or estate therein, or any ground or underlying lease, without the necessity of the execution            and delivery of any further instruments on the part of Tenant to effectuate such subordination.             Notwithstanding  the  foregoing,  if  any  mortgagee  or  trustee  or  ground  lessor  under  a  Superior            Encumbrance (a “Security Holder”) shall elect to have this Lease prior to the lien of its Superior            Encumbrance, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to            such Superior Encumbrance, whether this Lease is dated prior to or subsequent to the date of said            Superior Encumbrance or the date of the recording thereof.                         17.2  Subordination Agreements.  Tenant will execute and deliver, within ten (10)            days after demand, without charge therefor, such further instruments confirming the subordination            of  this  Lease  to  any  Superior  Encumbrance, provided  the  same  contains  a  non-disturbance            provision described in Section 17.4 below or is part of an “SNDA” (as defined in Section 17.4),            or the subordination of any Superior Encumbrance to this Lease, pursuant to Section 17.1, as the            case may be, as may be required by Landlord.  Tenant’s failure to comply with its obligations            under this Section 17.2 within five (5) days after a second demand shall constitute an Event of            Default and Landlord shall have the right, in such event, to collect from Tenant a fine of One            Thousand Dollars ($1,000.00) for such non-compliance, in addition to all other remedies available            to Landlord under this Lease and by law.  Tenant hereby appoints Landlord as Tenant’s attorney-           in-fact to execute and deliver any such agreements, instruments, releases or other documents in            the event of Tenant’s failure to do so within five (5) days of such second demand.              16764.040 4830-2660-4226.6            38 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         17.3  Attornment.  If this Project is transferred to any purchaser pursuant to or in            lieu of proceedings to enforce any Superior Encumbrance, and this Lease is either prior to such            Superior Encumbrance or the Security Holder under such Superior Encumbrance elects to have            this  Lease  survive  such  transfer,  Tenant  shall  attorn  to  such  purchaser  and  recognize  such            purchaser as the landlord under this Lease, and this Lease shall continue as a direct lease between            such purchaser and Tenant.  Tenant agrees that any such purchaser shall not be responsible for any            act or omission of the prior landlord, shall not be subject to any offsets or defenses Tenant may            have against a prior landlord, and shall not be liable for the return of the Security Deposit not            actually recovered by such purchaser nor bound by any rent paid in advance of the calendar month            in which the transfer of title occurred; provided, however, that the foregoing shall not release the            applicable prior landlord from any liability for those obligations.  Tenant acknowledges that any            Security Holder under a Superior Encumbrance shall be a third-party beneficiary of this Section            17.3.                         17.4  SNDA.  With respect to any Superior Encumbrance to which this Lease is            now or shall hereafter become subordinate, Landlord shall obtain from the Security Holder, for the            benefit of Tenant, a non-disturbance agreement, in substantially the form attached to this Lease as            Exhibit I or  on  such  other  customary  form  of  the  Security  Holder (an “SNDA”),  providing            generally that as long as no Event of Default exists, this  Lease will not  be terminated if such            Security Holder acquires title to the Building or Project by reason of foreclosure proceedings,            acceptance of a deed in lieu of foreclosure, or termination of the leasehold interest of Landlord,            provided that Tenant attorns to such Security Holder in accordance with its requirements.  The            SNDA of the Security Holder of the existing Superior Encumbrance, which is attached hereto as            Exhibit I, shall be executed and delivered by Tenant together with its execution and delivery of            this  Lease  and  shall  be  returned by  Landlord to  Tenant  fully  executed by  Landlord  and  such            Security Holder within fifteen (15) business days after the date of this Lease.  Tenant will bear all            costs  and  expenses  (including  attorneys’ fees)  of  the  Security  Holder  in  connection  with            Landlord’s obtaining any SNDA.                   18.   QUIET ENJOYMENT.  Landlord covenants and agrees with Tenant that, so long            as no Event of Default exists, Tenant shall have the quiet possession of the Premises for the Term            as  against  any  persons  or  entities  lawfully  claiming  by,  through  or  under  Landlord,  subject,            however, to the terms of this Lease and any Superior Encumbrance.                   19.   DEFAULT; REMEDIES.                         19.1  Default.  The occurrence of any of the following shall constitute an “Event            of Default”:                               (a)   Tenant fails to make any payment required by this Lease (including            Base Rent or any Operating Cost Payment) and such failure continues for five (5) days after written            notice of such failure from Landlord;                               (b)   Tenant  fails  to  deliver any subordination agreement requested by            Landlord pursuant to and within the period prescribed in Section 17;              16764.040 4830-2660-4226.6            39 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               (c)   Tenant  fails  to  deliver  any  estoppel  certificate  requested  by            Landlord in the form attached hereto as Exhibit D within the period prescribed in Section 23;                               (d)   Tenant transfers or attempts to transfer this Lease except in strict            accordance with the provisions of Section 16;                               (e)   Tenant’s  violation  of  the  rules  and  regulations  described  in            Section 28,  if such violation continues  for two  (2)  business days  after  written  notice  from            Landlord; provided, however, that three (3) violations of any of the rules and regulations described            in Section 28 during any period of twelve (12) consecutive months shall constitute an Event of            Default;                               (f)   Tenant fails to observe and perform any other material provision of            this Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days            after written notice from Landlord; provided, however, that if the nature of the default is such that            the same cannot reasonably be cured within said thirty (30) day period, Tenant shall not be deemed            to be in default if Tenant shall within such period commence such cure and thereafter diligently            prosecute the same to completion;                               (g)   Tenant “abandons” the  Premises  (as  defined  in  California  Civil            Code Section 1951.3); or                               (h)   The  making  by  Tenant  of  any  general  assignment  or  general            arrangement for the benefit of creditors; the filing by or against Tenant of a petition seeking relief            under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the            same  is  dismissed  within sixty  (60)  days);  the  appointment  of  a  trustee  or  receiver  to  take            possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in            this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment,            execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or            of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days.                   Tenant acknowledges and agrees that any notices required to be given by Landlord under            this Section 19.1 shall, in each case, be in lieu of, and not in addition to, any notice required under            Section  1161  of  the  California  Code  of  Civil  Procedure,  and  shall  be  deemed  to  satisfy  the            requirement, if any, that notice be given pursuant to such Section.                         19.2  Landlord’s Remedies.   Upon  the  occurrence  of  an  Event  of  Default,            Landlord may, at any time thereafter, exercise the following remedies, which shall be in addition            to any other rights or remedies now or hereafter available to Landlord at law or in equity:                               (a)   Maintain this Lease in full force and effect and recover Rent as it            becomes due, without terminating Tenant’s right to possession irrespective of whether Tenant shall            have abandoned the Premises.  In such event, Landlord may exercise all of the rights and remedies            of  a  landlord  under  California  Civil  Code  Section 1951.4  or  any  successor  statute.  Acts  of            maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon            initiative  of  Landlord  to  protect  Landlord’s  interest  under  this Lease  shall  not  constitute  a            termination  of  Tenant’s  right  to  possession  unless  written  notice  of  termination  is  given  by            Landlord to Tenant.              16764.040 4830-2660-4226.6            40 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               (b)   Terminate  this  Lease  and  Tenant’s  right  to  possession  of  the            Premises at any time by written notice to Tenant, in which case Tenant shall immediately surrender            possession of the Premises to Landlord.  Tenant expressly acknowledges that in the absence of            such written notice from Landlord, no act of Landlord, including its efforts to relet the Premises,            its storage of Tenant’s Personal Property, its acceptance of keys to the Premises from Tenant or its            exercise of any other rights and remedies under this Section 19.2, shall constitute an acceptance of            Tenant’s surrender of the Premises or constitute a termination of this Lease or of Tenant’s right to            possession of the Premises.  If Landlord terminates this Lease and Tenant’s right to possession in            writing, Landlord shall be entitled to recover from Tenant all damages as provided in California            Civil Code Section 1951.2 or any other applicable existing or future law, ordinance or regulation            providing for recovery of damages after such termination, including the following:                                     (i)   The “worth at the time of award” (as defined below) of all            unpaid Rent which had been earned at the time of termination;                                     (ii)  The worth at the time of award of the amount by which all            unpaid Rent which would have been earned after termination until the time of award exceeds the            amount of such Rent loss that Tenant proves could have been reasonably avoided;                                     (iii) The worth at the time of award of the amount by which all            unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent            loss that Tenant proves could be reasonably avoided; and                                     (iv)  All other amounts necessary to compensate Landlord for all            the detriment proximately caused by Tenant’s failure to perform all of Tenant’s obligations under            this Lease or which in the ordinary course of things would be likely to result therefrom.                   The “worth at the time of award” of the amounts referred to in clauses (1) and (2) above            shall be computed by allowing interest at the Default Rate.  The “worth at the time of award” of            the amount referred to in clause (3) above shall be computed by discounting such amount at the            discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent            (1%).  For the purpose of determining unpaid Rent under clauses (1), (2) and (3) above, the Rent            reserved  in  this  Lease  shall  be  deemed  to  be  the  total  Rent  payable  by  Tenant as  set  forth  in            Section 3.5.  For purposes of computing the amount of Rent hereunder that would have accrued            after the time of award, the amount of increases in Operating Costs shall be projected based upon            the average rate of increase, if any, in such items from the Commencement Date through the time            of award.                         19.3  Landlord’s Right to Cure.  Anything herein to the contrary notwithstanding,            Landlord may cure any Event of Default at Tenant’s expense.  If Landlord pays any sum or incurs            any expense in curing the Event of Default, Tenant shall reimburse Landlord within ten (10) days            of demand for the amount of such payment or expense with interest at the Default Rate from the            date the sum is paid or the expense is incurred until Landlord is reimbursed by Tenant.                         19.4  Waiver of Forfeiture.  Tenant hereby waives, for Tenant and for all those            claiming by, through or under Tenant, California Code of Civil Procedure Sections 1174(c) and            1179, California Civil Code Section 3275, and all such similar laws now or hereinafter enacted              16764.040 4830-2660-4226.6            41 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             which would entitle Tenant to seek relief against forfeiture in connection with any termination of            this Lease.                         19.5  Late Charges.  Tenant hereby acknowledges that late payment by Tenant to            Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact            amount of which will be extremely difficult to ascertain.  Such costs include, but are not limited            to, processing and accounting charges.  Accordingly, if any payment of Rent is not made  when            due, Tenant shall pay to Landlord a late charge equal to ten percent (10%) of such overdue amount.             The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs            Landlord will incur by reason of late payment by Tenant.  Acceptance of such late charge by            Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue            amount  nor  prevent  Landlord  from  exercising  any  of  the  other  rights  and  remedies  granted            hereunder. Notwithstanding the provisions of this Section 19.5 to the contrary, no late charge shall            be assessed the first time during the Term that Rent is not paid within five (5) days after the due            date, so long as Tenant shall pay any such delinquent amount within three (3) days after notice of            such delinquency from Landlord.                                    19.6  Interest.  In addition to the late charges referred to above, which are intended            to  defray  Landlord’s  costs  resulting  from  late  payments, any  late  payment  of  Rent  shall,  at            Landlord’s option, bear interest from the due date of any such payment to the date the same is paid            at the Default Rate.  As used in this Lease, “Default Rate” shall mean the lesser of ten percent            (10%) per annum or the maximum rate permitted by law.                         19.7  Default by Landlord.                                (a)   Landlord shall not be in default under this Lease unless Landlord            fails to perform any obligation required of Landlord within a reasonable time, but in no event later            than thirty (30) days after written notice by Tenant to Landlord and to any holder of a Superior            Encumbrance whose name and address have been furnished to Tenant, specifying in detail that            Landlord  has  failed  to  perform  such  obligations;  provided,  however,  that  if  the  nature  of            Landlord’s obligation is such that more than thirty (30) days are required for performance, then            Landlord shall not be in default if Landlord commences performance within a reasonable time            period and thereafter diligently prosecutes the same to completion.                               (b)   Notwithstanding any provision set forth in this Lease to the contrary,            if at any time Landlord is in default under this Lease as a result of Landlord’s failure to perform            its  maintenance  or  repair  obligations  under  this Lease (“Landlord Repair  Default”),  and  such            Landlord Repair  Default has a  material  and  adverse  impact  on Tenant’s  ability  to  conduct  its            business in the Premises in the ordinary course (an “Adverse Condition”), then Tenant shall give            Landlord notice of the same, which notice shall describe that Tenant intends to take or commence            the  repairs  required  to  be  performed  by  Landlord (“Tenant’s  Self-Help  Notice”);  provided,            however, that in no event shall Tenant undertake any actions which will or are reasonably likely            to materially and adversely affect (i) the structure or safety of the Building, (ii) any Base Building            Systems, (iii) the exterior appearance of the Building, or (iv) the business operations of any other            tenant of the Building.  If Tenant exercises its right to perform actions on Landlord’s behalf, as            provided above, then (x) if Landlord has provided Tenant with a list of contractors pre-approved            by Landlord which are qualified to perform the repairs, Tenant shall engage one of said contractors              16764.040 4830-2660-4226.6            42 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             to perform the repairs, (y) without limiting Tenant’s other indemnification obligations under this            Lease, Tenant shall indemnify, defend, protect and hold harmless the Landlord Parties from and            against any and all Claims incurred by any of the Landlord Parties arising out of the performance            of  such repairs,  and  (z) Tenant shall  be  entitled  to  reimbursement  by Landlord of Tenant’s            reasonable and necessary, actual out-of-pocket costs and expenses in taking such action (and only            such  action  as  specified  in  the Tenant’s Self-Help  Notice) within  thirty  (30)  days  following            Tenant’s delivery of:  (A) a  written notice describing in  reasonable detail the action taken by            Tenant, and (B) reasonably satisfactory evidence of the cost of such remedy.  Within thirty (30)            days following Tenant’s written request for reimbursement of the costs of the repairs, Landlord            (or  any Security  Holder)  may  notify Tenant of  whether Landlord (or  any Security  Holder)            reasonably and in good faith disputes that (1) Tenant did not perform the repairs in the manner            permitted by this Lease, (2) that the amount Tenant requests be reimbursed from Landlord for            performance of the repairs is incorrect or excessive, and/or (3) that Landlord was not obligated            under the terms of this Lease to make all or a portion of the repairs (“Landlord’s Dispute Notice”).             If Landlord (or any Security Holder) fails to deliver a Landlord’s Dispute Notice within such 30-           day  period, Landlord  shall  reimburse Tenant the  cost  of  such  repairs.   If Landlord delivers  a            Landlord’s Dispute Notice to Tenant, then Tenant may proceed to claim a default by Landlord            under this Lease for any amount not paid by Landlord (provided, if Landlord contends the amount            spent by Tenant in making such repairs is excessive and does not otherwise object to Tenant’s            actions pursuant to this Section 19.7(b), then Landlord shall pay the amount it contends would not            have been excessive).                           19.8  Consequential  Damages.   Notwithstanding  anything  to  the  contrary            contained in this Lease, in no event shall either party be liable under this Lease to the other party            for such party’s lost profits, lost business revenue, lost opportunity costs or other consequential            damages  under  this  Lease;  provided,  however,  that  that  the  foregoing  shall  not  limit  Tenant’s            liability for consequential damages as expressly provided in this Lease (e.g., Tenant’s indemnity            obligations), nor for consequential damages that may be suffered by Landlord in connection with            (a) any holding over in the Premises after the expiration or earlier termination of this Lease in            violation of Section 24 below, or (b) any breach by Tenant of the terms and conditions set forth in            Section 25 below. Further, nothing contained in this Section 19.8 shall affect Landlord’s rights and            remedies under Section 19.2 above, including the remedy afforded Landlord by California Civil            Code Section 1951.2(a)(4) and more specifically described in Section 19.2(b) above.                   20.   PARKING.  Tenant and Tenant’s employees and invitees shall have the right to use            the parking areas of the Project in the ratio set forth in the Basic Lease Provisions (“Project Parking            Ratio”), subject to such reasonable regulations as Landlord shall adopt from time to time, and            subject to the right of Landlord to restrict Tenant’s use of the parking areas when, in the sole, but            good faith judgment of Landlord, Tenant’s use is excessive in relationship to the reasonable use            required by other tenants.  In addition, if, pursuant to a Project parking study approved by the City            of San Ramon, Landlord demonstrates that Landlord can reasonably satisfy the Project parking            needs with fewer overall parking spaces and a lower Project Parking Ratio, including by the use            of tandem, attendant-assisted and/or valet parking, Landlord may, on a non-discriminatory basis            for typical general office uses in the Project, reduce the Project Parking Ratio by written notice to            Tenant.  If Landlord becomes obligated under Legal Requirements or any other directive of any            governmental or quasi-governmental authority to pay or assess fees or charges for parking, Tenant            shall pay such amounts to Landlord as Rent.  Tenant shall have the right to utilize up to ten (10)              16764.040 4830-2660-4226.6            43 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             of the parking spaces available to Tenant pursuant to the Project Parking Ratio as reserved spaces,            subject  to Legal  Requirements,  including  any  applicable  transportation  management  program            applicable to the Project.  Such reserved spaces shall be located adjacent the Building in the area            designated by Landlord and shown on Exhibit E attached hereto and shall be designated by signs            or other markings to be installed by Landlord, at Tenant’s sole cost and expense.  Notwithstanding            the  foregoing,  Tenant  acknowledges  and  agrees  that  Landlord  shall  have  no  responsibility  to            enforce any restrictions on the use of the reserved spaces by other tenants of the Project or their            employees or visitors.                   21.   Intentionally Omitted                   22.   MORTGAGEE PROTECTION.                         22.1  Default  Notices  to  Security  Holders. Tenant  shall  give  any  holder  of  a            Superior Encumbrance, by registered mail, a copy of any notice of default served upon Landlord,            provided that, prior to Tenant’s delivery of such notice, Tenant has been notified in writing (by            way of notice of assignment of rents and leases, or otherwise) of the address of such Security            Holder.  If Landlord shall have failed to cure such default within the time period set forth in Section            19.7, the Security Holder shall have an additional thirty (30) days within which to cure such default            or if such default cannot be cured within that time, then such additional time as may be necessary            to cure such default (including the time necessary to foreclose or otherwise terminate its Superior            Encumbrance, if necessary to effect such cure), and this Lease shall not be terminated so long as            such remedies are being diligently pursued.                         22.2  Rent Payment Notice.  From and after Tenant’s receipt of written notice            from  a  Security  Holder  or  from  a  receiver  appointed  pursuant  to  the  terms  of any  Superior            Encumbrance (a “Rent  Payment  Notice”),  Tenant  shall  pay  all  Rent  under  this  Lease  to  such            Security Holder or as such Security Holder shall direct in writing.  Tenant shall comply with any            Rent  Payment  Notice, notwithstanding  any  contrary  instruction,  direction  or  assertion  from            Landlord.   A  Security  Holder’s  delivery  to  Tenant  of  a  Rent  Payment  Notice,  or  Tenant’s            compliance therewith, shall not be deemed to:  (a) cause such Security Holder to succeed to or to            assume any obligations or responsibilities of Landlord under this Lease, all of which shall continue            to be performed and discharged solely by Landlord, unless and until such Security Holder or a            foreclosure sale purchaser succeeds to Landlord’s interest hereunder, (b) relieve Landlord of any            obligations under this Lease, or (c) be a default of this Lease by Tenant.  Landlord irrevocably            directs Tenant to comply with any Rent Payment Notice, notwithstanding any contrary direction,            instruction, or assertion by Landlord.  Tenant shall be entitled to rely on any Rent Payment Notice.                   23.   ESTOPPEL CERTIFICATES.  Tenant shall, within ten (10) business days after            written request of Landlord, execute, acknowledge and deliver to Landlord, to the holder of any            Superior Encumbrance or to any purchaser of the Building and its lender(s), a certificate in the            form attached hereto as Exhibit D (which has been completed to include the factual representations            required to be made by Tenant) and also including such additional factual statements as may be            reasonably requested by the requesting party.  Any statement in such certificate relating to Tenant            or  Landlord  defaults  may  be  qualified  to  the  actual  knowledge  of  an  appropriate officer  or            employee  of  Tenant.   Tenant  acknowledges  that  the holder  of  any  Superior  Encumbrance or            purchaser and its lender(s) will be relying upon the statements made by Tenant in the certificate.               16764.040 4830-2660-4226.6            44 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             If Tenant fails to execute or deliver such certificate within such ten (10) day period, and such            failure continues for an additional five (5) day period after receipt of a second written notice from            Landlord, (a) such failure shall, at Landlord’s option, constitute an Event of Default under this            Lease, (b) the information contained in such certificate completed in good faith by Landlord shall            be binding on Tenant, as between Tenant and the recipient of the certificate, and (c) Landlord shall            have all other rights and remedies set forth in this Lease.                   24.   SURRENDER, HOLDING OVER.                         24.1  Surrender.  Upon the expiration or earlier termination of this Lease, Tenant            shall surrender the Premises to Landlord broom clean and in good condition, except for reasonable            wear and tear, damage from Casualty  or  a Taking not  required to be repaired by  Tenant,  and            Landlord’s  repair  and  maintenance  obligations;  provided,  however,  that,  except  as  otherwise            notified by Landlord, Tenant shall, at its expense prior to the expiration or within thirty (30) days            following the earlier termination of this Lease, remove from the Premises (a) any portion of the            Suite Improvements and any Alterations that constitute Above-Standard Improvements, and (b) all            of  Tenant’s  Personal  Property,  including  all  telephone  cables  and  wires,  data  and  telephone            equipment, and any other form of Cabling serving the Premises, whether or not installed by Tenant.             Any damage to the Premises or the Building caused by such removal shall be repaired promptly            by Tenant and, with respect to clause (a) above, Tenant shall restore the affected portion of the            Premises to its condition existing before the installation of the Above-Standard Improvements (or,            at Landlord’s election, to a Building standard tenant-improved condition as reasonably determined            by  Landlord).   If  Tenant’s  request  for  Landlord’s  approval  of the  Suite  Improvements  or any            proposed  Alterations  contains  a  request  that  Landlord  identify  the  portion  of  such  work  that            constitutes an Above-Standard Improvement and that Landlord will require Tenant to remove as            provided  above,  then  Landlord  will,  at  the  time  it  approves the  Suite  Improvements  or the            Alterations, identify such portion thereof, if any, that constitutes an Above-Standard Improvement            and that Landlord will require Tenant to so remove.  If, however, at the time Landlord approves            the Suite Improvements or any Alterations, Landlord does not for any reason identify the portion            thereof  required  to  be  removed,  Landlord  shall  be  deemed  to  have  required  that the  Suite            Improvements and Alterations, to the extent the same constitute Above-Standard Improvements,            be removed prior to the expiration or within thirty (30) days following the earlier termination of            this  Lease.  If Tenant  fails to perform its obligations under this Section 24.1 on or before the            expiration or within thirty (30) days following the earlier termination of this Lease, Landlord may            do so at Tenant’s expense, in which event Tenant shall reimburse Landlord for such expense within            thirty  (30)  days  after  written  demand  accompanied  by  reasonable  supporting  documentation,            together with interest at the Default Rate from the date such expenses were incurred until so paid.             Tenant’s obligations under this Section 24.1 shall survive the expiration or earlier termination of            this  Lease.   Upon  the  expiration  or  earlier  termination  of  this  Lease  and  of  Tenant’s  right  to            possession, Tenant shall surrender all keys to the Premises or any other part of the Building, and            shall make known to Landlord the combination of locks on all safes, cabinets and vaults that may            be  located  in  the  Premises.  Notwithstanding  anything  to  the  contrary  contained  herein  or  in            Section  9 above, Tenant  shall  have  no  obligation  to  remove  the Suite  Improvements  or any            Alterations that are not Above-Standard Improvements.                         24.2  Abandoned Property.  After the Expiration Date or ten (10) business days            after the earlier termination of this Lease, any of Tenant’s Personal Property left on the Premises              16764.040 4830-2660-4226.6            45 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             shall, at the option of Landlord, be deemed to be abandoned and, whether or not the property is            deemed abandoned, Landlord shall have the right to remove such property from the Premises and            charge Tenant for the removal and any restoration of the Premises.  Landlord may charge Tenant            for the storage of Tenant’s Personal Property left on the Premises at such rates as Landlord may            from time to time reasonably determine, or, Landlord may, at its option, store Tenant’s Personal            Property in a public warehouse at Tenant’s expense.  Notwithstanding the foregoing, neither the            provisions of this Section 24.2 nor any other provision of this Lease shall impose upon Landlord            any obligation to care for or preserve any of Tenant’s Personal Property left upon the Premises,            and Tenant hereby waives and releases Landlord from any claim or liability in connection with the            removal of such property from the Premises and the storage thereof.  Landlord’s action or inaction            with regard to the provisions of this Section 24.2 shall not be construed as a waiver of Landlord’s            right to require Tenant to remove Tenant’s Personal Property, restore any damage to the Building            caused by such removal, and make any restoration required pursuant to this Lease.                         24.3  Holding Over.  Tenant shall have no right to hold over in the Premises after            the expiration or earlier termination of this  Lease.  If Tenant holds over in any portion of the            Premises after the expiration or earlier termination of this Lease, Tenant shall become a tenant at            sufferance and Landlord may, without limiting its other rights and remedies, immediately pursue            eviction of Tenant.  During any period Tenant remains in the Premises after the expiration or earlier            termination of this Lease, such possession shall be upon all of the terms, covenants and conditions            set forth in this Lease, except that Base Rent shall be payable at a rate equal to (a) for the first two            (2) months of any such holding over, one hundred twenty-five percent (125%) of the Base Rent            rate payable immediately prior to the Expiration Date (as the same may have been extended, and            disregarding any temporary period of rent abatement that may then be in effect), and (b) thereafter,            the greater of (i) one hundred fifty percent (150%) of the Base Rent rate payable immediately prior            to the Expiration Date (as the same may have been extended, and disregarding any temporary            period  of  rent  abatement  that  may  then  be  in  effect) or  (ii) the  fair  market  rental  rate  for  the            Premises  as  of  the  date  of  such  holding  over,  as  determined  in  good  faith  by  Landlord (as            applicable, the “Holdover Rate”).  Landlord’s acceptance of any Base Rent at the base rental rate            in effect immediately prior to the expiration or earlier termination of this Lease shall not constitute            a waiver of Landlord’s rights hereunder to collect Base Rent at the Holdover Rate.  If Tenant holds            over for any partial month, Tenant shall pay the Holdover Rate for the entire month.  Tenant shall            indemnify  Landlord  against  any  and  all Claims  resulting  from  Tenant’s  failure  to  surrender            possession, including any Claims made by any succeeding tenant; provided, however, that the            terms  of  the  foregoing  indemnity  shall  not  be  effective  until  the  later  of  (1)  thirty  (30)  days            following the date that Landlord notifies Tenant in writing that Landlord has entered into a third-           party lease which affects the Premises, or (2) the date such holdover commences.                   25.   HAZARDOUS SUBSTANCES.                         25.1  Tenant’s Obligations and Indemnity.  Tenant shall not cause or permit any            Hazardous Substances to be used, stored, released, generated or disposed of in, on or about the            Project by Tenant or Tenant’s Representatives, except for limited quantities of ordinary office and            cleaning supplies.  Any such Hazardous Substances permitted on the Premises as hereinabove            provided, and all containers therefor, shall be used, kept, stored and disposed of in a manner that            complies with all Environmental Laws.  Tenant shall indemnify and hold harmless Landlord and            the  other  Indemnitees from  any  and  all  Claims  arising  during  or  after  the  Term  from or  in              16764.040 4830-2660-4226.6            46 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             connection with the use, storage, release, generation or disposal of Hazardous Substances in, on or            about the Project by Tenant or Tenant’s Representatives.  The indemnifications contained herein            shall survive the expiration or earlier termination of this Lease.                         25.2  Testing.  If  any  lender  or  governmental  agency  requires  testing  of  the            Premises to ascertain whether or not there has been any release of Hazardous Substances and if a            release  of  a  Hazardous  Substance  is  found  to  have  been  caused  by  Tenant  or  Tenant’s            Representatives, the reasonable costs thereof shall be reimbursed by Tenant to Landlord within ten            (10) days after demand as Additional Rent.  Tenant shall execute affidavits, representations and            the like from time to time at Landlord’s request concerning Tenant’s best knowledge and belief            regarding the presence of Hazardous Substances on the Premises.                         25.3  Landlord’s Representation.  As of the date of this Lease, (a) Landlord has            received no notice that Hazardous Substances are present in, on or under the Building in violation            of Environmental Laws; and (b) to Landlord’s actual knowledge, without any duty of investigation            or  inquiry,  there  are  no  Hazardous  Substances  present  in  the  Building  in  violation  of            Environmental Laws.  Notwithstanding Sections 25.1 and 25.2 hereof, Landlord shall be solely            and exclusively responsible to address any remediation, fines, penalties or other Claims resulting            from any violation of Environmental Laws with respect to Hazardous Substances that are present            in the Premises as of the Commencement Date or that are otherwise introduced into the Premises            by Landlord or any person working on Landlord's behalf, except to the extent that such violation            of  Environmental  Laws  is  a  result  of  any  negligence  or willful  misconduct  of  Tenant  or  any            Tenant's Representatives.                         25.4  Definitions.   As  used  herein, (a) “Hazardous  Substances” means  any            substance which is toxic, ignitable, reactive, or corrosive or which is regulated by Environmental            Laws; and (b) “Environmental Laws” means all existing and future federal, state and local laws            and regulations, judgments, orders and permits governing safety and health and the protection of            the  environment,  including  the  Comprehensive  Environmental  Response,  Compensation  and            Liability Act, 42 U.S.C. 9601 et seq., as amended (CERCLA), the Resource Conservation and            Recovery Act, as amended 42 U.S.C. 6901 et seq., the Clean Water Act, 33 U.S.C. 1251 et seq.,            the Clean Air Act, 42 U.S.C. 7401 et seq., the Toxic Substance Control Act, 15 U.S.C. 2601 et            seq.,  and  the  Safe  Drinking  Water  Act,  42  U.S.C.  300f  through  300j.  Without  limiting  the            foregoing, “Hazardous Substances” includes any and all materials or substances which are defined            as “hazardous waste”, “extremely hazardous waste” or a “hazardous substance” pursuant to state,            federal  or  local  governmental  law,  and also  includes  asbestos,  polychlorinated  biphenyls  and            petroleum products.                         25.5  Governing Agreements.  The provisions of this Section 25 are intended to            govern any environmental compliance and contamination issues arising under this Lease and, in            case of conflict with any other provision of this Lease, shall be controlling and supersede any            conflicting provision of this Lease.                   26.   SIGNS.                           26.1  Tenant’s Signage.  Tenant shall not without the prior consent of Landlord            place or permit to be placed in or upon the Building or the Project, any signs, notices, drapes,              16764.040 4830-2660-4226.6            47 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             shutters, blinds or displays of any type that are visible from outside the Premises.  At its sole cost            and expense, Landlord shall include Tenant in the Building directories located in the Building.             Landlord reserves the right in Landlord’s sole and absolute discretion to place and locate on the            roof, exterior of the Building, and in any area of the Building not leased to Tenant such signs,            notices, displays and similar items as Landlord desires.  Notwithstanding the foregoing, Landlord            shall  provide  Tenant  with  identifying  signage at  the  entry of  the  Premises (the  “Premises            Identification  Signage”),  and  such  signage  shall  comply  with  Landlord’s  then-current  Project            standard signage program.  Tenant’s Premises Identification signage shall initially be installed at            Landlord’s cost, but the cost of any changes to the Premises Identification Signage shall be paid            by Tenant within ten (10) days following demand.  In addition, Tenant shall have, at Tenant’s cost            but subject to the application of the Suite Improvement Allowance, the non-exclusive right to have            its name included on each of (a) the monument sign for the Project on Bishop Drive, (b) the totem            signage at the entrance of the South Wing of the Building, and (c) the third (3rd) floor façade to            the left of the entrance of the South Wing of the Building, all as depicted on the signage plan            attached hereto  as Exhibit F (collectively, the “Exterior Signage”).  Tenant  shall pay  all costs            associated  with  the Exterior Signage,  including  costs  of  design,  construction,  permitting,            installation, maintenance, repair and removal.  Prior to the expiration or earlier termination of this            Lease, Tenant, at its sole cost, shall remove the Exterior Signage and repair any and all damage            caused by its removal.  The design, materials, size, and exact location of the Exterior Signage            (collectively, the “Signage Specifications”) shall be subject to Landlord’s approval, which shall            not be unreasonably withheld, conditioned or delayed, provided that the same are consistent with            Landlord’s signage standards in effect at the time (“Signage Criteria”).  In addition, the Exterior            Signage  and  Signage  Specifications  shall  be  subject  to  Tenant’s  receipt  of  all  required            governmental  permits  and  approvals  and  shall  be  subject  to  all  Legal  Requirements  and  the            Signage Criteria.  Tenant hereby acknowledges that, notwithstanding Landlord’s approval of the            Exterior Signage and/or Signage Specifications, Landlord has made no representation or warranty            to Tenant that Tenant will be able to obtain such permits and approvals.  If Tenant violates any            provision of this Section 26.1, Landlord shall have the immediate right, at Tenant’s sole expense,            to remove any non-complying sign without notice to Tenant.                         26.2  Rights Personal to Tenant.  Tenant’s rights under Section 26.1 are personal            to the Original Tenant executing this Lease and its Permitted Transferees and are otherwise not            assignable or transferable, whether voluntarily or involuntarily, whether by operation of law or            otherwise, either in connection with an assignment of this Lease, or a sublease of all or part of the            Premises.  Any purported transfer of any rights in violation of this Section 26.1 shall be void and            a material default under this Lease.                   27.   COMPLIANCE WITH LAWS.                          27.1  Landlord’s Obligations.  Landlord shall, at all times during the Term, and            at its sole cost and expense (subject to inclusion of such costs as Operating Costs to the extent            permitted pursuant to Section 4), promptly comply with all Legal Requirements applicable to the            structural portions of the Building, the Base Building Systems and the Common Areas, except to            the extent such compliance is Tenant’s responsibility as provided in Section 27.2 below.  As used            in this Lease, “Legal Requirements” means all applicable laws, statutes, ordinances, regulations,            rules and requirements of any governmental or public authority, including the Americans with              16764.040 4830-2660-4226.6            48 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Disabilities Act of 1990, all regulations and guidelines promulgated thereunder (the “ADA”), as            well as any and all Private Restrictions.                         27.2  Tenant’s Obligations.  Tenant shall, at all times during the Term, at its sole            cost and expense, promptly comply with all Legal Requirements relating to (a) the operation of            Tenant’s  business  at  the  Project,  or  (b) except  for  Landlord’s  compliance  with  any  Legal            Requirements in accordance with Section 27.1, the use, condition, configuration or occupancy of            the Premises. In addition, if a change to the Base Building Systems, the Common Areas or the            structural portions of the Building becomes required under any Legal Requirements as a result of            any Alterations or as a result of the specific use of the Premises by Tenant or any Tenant Party            (other than typical business office usage), Landlord shall perform all such compliance work, at            Tenant’s sole cost and expense.  Landlord shall give Tenant at least thirty (30) days’ prior notice            of the date that Landlord intends to commence any such compliance work (except in the event of            an emergency, in which event Landlord shall furnish Tenant with such notice as shall be reasonably            practicable), and, thereafter, Tenant shall pay to Landlord the reasonable cost of such compliance            work within thirty (30) days of receiving written notice from Landlord of the amount of same and            prior to the date Landlord commences such compliance work.                         27.3  Disclosure Regarding Certified Access Specialist.  Tenant acknowledges            that the Premises have not been inspected by a Certified Access Specialist (a “CASp”) for purposes            of California Civil Code Section 1938 and in accordance with said Section 1938, Landlord hereby            discloses as follows:  “A Certified Access Specialist (CASp) can inspect the subject premises and            determine  whether  the  subject  premises  comply  with  all  of the  applicable  construction-related            accessibility standards under state law. Although state law does not require a CASp inspection of            the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant            from  obtaining  a  CASp  inspection  of  the  subject  premises  for  the  occupancy  or  potential            occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually            agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee            for the CASp inspection, and the cost of making any repairs necessary to correct violations of            construction-related  accessibility  standards  within  the  premises.”  Tenant  shall  not  conduct  or            arrange for any CASp inspection without first obtaining Landlord’s written consent to the scope            of any inspection or report to be issued. Tenant agrees to be solely responsible for the cost of such            CASp inspection and to not disclose the results thereof without the written consent of Landlord.                   28.   RULES  AND  REGULATIONS.   Tenant  and  Tenant’s  Representatives  shall            observe  and  comply  fully  and  faithfully  with  all  reasonable  and  nondiscriminatory  rules  and            regulations adopted by Landlord for the care, protection, cleanliness and operation of the Project            and its tenants (the “Rules and Regulations”), including those attached to this Lease as Exhibit C            and any modification or addition thereto adopted by Landlord, provided Landlord shall have given            written  notice  thereof  to  Tenant.  Landlord  shall  not  be  responsible  to  Tenant  for  the            nonperformance  by  any  other  tenant  or  occupant  of  the Project of  any  of  said Rules and            Regulations; provided that the Rules and Regulations shall be enforced in a non-discriminatory            manner among  similarly-situated  tenants,  and that  to  the  extent  of  any  conflict  between the            provisions of this Lease and those of the Rules and Regulations, the provisions of this Lease shall            control.              16764.040 4830-2660-4226.6            49 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   29.   NOTICES.  All notices, requests or demands of any kind required or desired to be            given by Landlord or Tenant hereunder shall be in writing and shall be personally delivered, sent            via United States mail, certified or registered, postage prepaid, return receipt requested, or sent by            private messenger service or reputable overnight courier providing written confirmation of receipt,            addressed  to  Landlord  or  Tenant  respectively  at  the  addresses  set  forth in  the  Basic  Lease            Provisions or such other address(es) as  shall be  established by notice to  the other party  given            pursuant  to  this Section 29.   Notices  shall  be  deemed  delivered  on  the  date  of  receipt  at  the            address(es) for such party designated pursuant to this Section 29 (as evidenced by the certified            mail receipt or other written confirmation of delivery).  If any notice is not received or cannot be            delivered due to a change in the address of the recipient, notice of which was not previously given            to the sending party, or due to a refusal to accept delivery, such notice shall be deemed delivered            on the date delivery is attempted.  Notwithstanding the foregoing, Landlord shall have the right,            upon  notice  to  Tenant  thereof,  to  eliminate  personal  delivery  as  an  effective  means  of  notice            hereunder.  Any approval, consent or other notice under this Lease may be given on behalf of a            party by the attorney for such party.                   30.   AUTHORITY.  If Tenant is a corporation or a partnership, Tenant represents and            warrants that Tenant is a duly organized and validly existing entity, and the persons signing on            behalf  of  Tenant  are  duly  authorized  to  execute  and  deliver  this  Lease  on  behalf  of  Tenant.             Similarly, Landlord represents and warrants to Tenant that Landlord is a duly organized and validly            existing entity, the persons signing on behalf of Landlord are duly authorized to execute and deliver            this  Lease  on  behalf  of  Landlord,  and  any  approvals  or  consents  of  third  parties  required  in            connection with this Lease have been obtained prior to execution and delivery hereof.  Tenant has            delivered to Landlord Tenant’s Delegation of Authority authorizing the execution of this Lease by            any Vice President(s), each of whom are authorized to sign this Lease on behalf of Tenant once            this  Lease  has  been  approved  by  Tenant’s  legal  department and either  Tenant’s Senior Vice            President – Finance or its Chief Financial Officer and Chief Executive Officer, which approvals            Tenant and the persons signing this Lease on behalf of Tenant represent and warrant to Landlord            have been obtained.                   31.   RESERVED.                   32.   BROKERS.  Tenant and Landlord each warrants and represents to the other party            that in the negotiating or making of this Lease neither such party nor anyone acting on its behalf            has dealt with any real estate broker or finder who might be entitled to a fee or commission for this            Lease other than JLL, whose commission shall be paid by Landlord pursuant to a separate written            agreement(s).  Tenant and Landlord shall each indemnify and hold the other harmless from any            claim or claims, including costs, expenses and attorney’s fees incurred by the other as a result of            any other broker or finder asserting a claim for a fee or commission based upon any dealings with            or statements made by the indemnifying party or its agents, employees or representatives.                   33.   RESERVED RIGHTS.  Landlord reserves to itself all rights not expressly granted            to  Tenant  hereunder,  including  the  right,  in  Landlord’s  sole  and  absolute  discretion,  to  lease,            renovate, improve, alter, subdivide, demolish, construct or develop the Project, or enter into new            Private Restrictions with  owners of other property, and no such act,  or failure to  so  act,  shall            constitute a breach of any obligation to Tenant or give rise to any remedy, including any remedy            of constructive eviction, damages or, subject to Section 7.4 above, abatement of Rent, provided              16764.040 4830-2660-4226.6            50 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             that Landlord shall exercise commercially reasonable efforts to minimize any interference with            Tenant’s use or occupancy of the Premises in the exercise of such reserved rights.                   34.   TRANSFER  OF  THE  BUILDING  BY  LANDLORD.  In  the   event  of  any            conveyance of the Building and assignment by Landlord of this Lease, Landlord shall be and is            hereby released from all liability under any and all of its covenants and obligations contained in or            derived from this Lease occurring after the date of such conveyance and assignment provided that            such transferee expressly assumes all such covenants and obligations of Landlord under this Lease            including Landlord’s obligations with respect to the Security Deposit.                   35.   MISCELLANEOUS.                         35.1  Captions; Attachments; Defined Terms.                               (a)   Captions. The  captions  of  the Sections  of  this  Lease  are  for            convenience only and shall not be deemed to be relevant in resolving any question of interpretation            or construction of any Section of this Lease.  The provisions of this Lease shall be construed in            accordance with the fair meaning of the language used and shall not be strictly construed against            either  party.   When  required  by  the  contents  of  this  Lease,  the  singular  includes  the  plural.             Wherever the term “including” is used in this Lease, it shall be interpreted as meaning “including,            but not limited to,” the matter or matters thereafter enumerated.                               (b)   Exhibits.  Exhibits and addenda and schedules attached hereto (the            “Exhibits”) are deemed to constitute part of this Lease and are incorporated herein. Any capitalized            terms used but not defined in the Exhibits shall have the meanings ascribed to them in this Lease.                               (c)   Defined Terms.  The words “Landlord” and “Tenant” as used herein            shall include the plural as well as the singular.  Words used in neuter gender include the masculine            and feminine and words in the masculine or feminine gender include the neuter.  The obligations            of this Lease as to a Tenant which consists of husband and wife shall extend, individually, to their            sole and separate property as well as to their community property.  For purposes hereof, “business            day” shall be all calendar days, except Saturdays and Sundays and Holidays.                         35.2  Entire  Agreement.  This  Lease, along  with  any  exhibits,  addenda  and            schedules  incorporated  herein, constitutes  the  entire  agreement  between  Landlord  and  Tenant            relative to the Premises, and may be altered, amended or revoked only by instrument in writing            signed by both Landlord and Tenant.  All prior or contemporaneous agreements, oral and written,            between and among Landlord and Tenant and their agents or representatives relative to the leasing            of the Premises are superseded by this Lease.                         35.3  Severability.  If any term or provision of this Lease shall, to any extent, be            determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of            this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall            be valid and be enforceable to the fullest extent permitted by law.                         35.4  Costs of Suit.  If Tenant or Landlord brings any action for the enforcement            or  interpretation  of  this  Lease,  including  any  suit  by  Landlord  for  the  recovery  of  Rent  or            possession of the Premises, the losing party shall pay to the prevailing party all of its costs and              16764.040 4830-2660-4226.6            51 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             expenses in connection therewith, including reasonable attorneys’ fees and costs.  The “prevailing            party” will  be  determined  by  the  court  before which the  action  was  brought  based  upon  an            assessment of which party’s major arguments or positions taken in the suit or proceeding could            fairly  be  said  to  have  prevailed  over  the  other  party’s  major  arguments  or  positions  on  major            disputed  issues  in  the  court’s  decision.  Notwithstanding  the  foregoing, Tenant  shall  pay  all            reasonable attorneys’ fees and other costs and expenses that Landlord incurs in interpreting or            enforcing this Lease or otherwise protecting its rights hereunder (a) where Tenant has failed to pay            Rent when due, or (b) in any bankruptcy case, assignment for the benefit of creditors, or other            insolvency, liquidation or reorganization proceeding involving Tenant or this Lease.                         35.5  Joint  and  Several  Liability.   All  the  terms,  covenants  and  conditions            contained in this Lease to be performed by either party, if such party shall consist of more than            one  person  or  organization,  shall  be  deemed  to  be  joint  and  several,  and  except  as  otherwise            expressly provided to the contrary herein, all rights and remedies of the parties shall be cumulative            and nonexclusive of any other remedy at law or in equity.                         35.6  Independent Covenants; Binding Effect; Choice of Law.  This Lease shall            be construed as though the covenants herein between Landlord and Tenant are independent and            not dependent, and Tenant hereby waives the benefit of any Legal Requirements to the contrary.             Subject  to  any  provisions  hereof  restricting  assignment and subletting  by  Tenant,  all  of  the            provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs,            legal  representatives,  successors  and  assigns.   This  Lease  shall  be  governed and  construed  in            accordance with by the laws of the State of California.                         35.7  Waiver.   No  covenant,  term  or  condition  or  the  breach  thereof  shall  be            deemed waived, except by written consent of the party against whom the waiver is claimed, and            any waiver or breach of any covenant, term or condition shall not be deemed to be a waiver of any            preceding or succeeding breach of the same or any other covenant, term or condition. Acceptance            by Landlord of any performance by Tenant after the time the same shall have become due shall            not constitute a waiver by Landlord of the breach or default of any covenant, term or condition            unless otherwise expressly agreed to by Landlord in writing.  Similarly, acceptance by Tenant of            any performance by Landlord after the time the same shall have become due shall not constitute a            waiver by Tenant of the breach or default of any covenant, term or condition unless otherwise            expressly agreed to by Tenant in writing.                         35.8  Force  Majeure.   Except  to  the  extent expressly  set  forth  to  the  contrary            herein, if either party is delayed, interrupted or prevented from performing any of its obligations            under this Lease, including its obligations under the Work Letter, and such delay, interruption or            prevention is due to fire, act of God, governmental action (excluding governmental action resulting            from the actions of Landlord or Tenant, e.g., inadequate permit submittals), labor dispute (provided            that such labor dispute is industry-wide, and such party is not the particular target of such labor            dispute),  unavailability  of  materials, virus,  disease,  pandemic,  epidemic,  or  other  health            emergency, or  any  other  cause  outside  the  reasonable  control  of  such  party  (except  financial            inability) (“Force Majeure Events”), then the time for performance of the affected obligations of            Landlord or Tenant, as the case may be, shall be extended for a period equivalent to the period of            such  delay,  interruption  or  prevention.  Notwithstanding  the  foregoing,  in  no  event  shall  any            payment required to be made under this Lease, including the payment of Rent, the payment of any              16764.040 4830-2660-4226.6            52 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             construction allowance or the payment of any other monetary obligation, be excused, nor shall any            deadline or due date for payment be extended, by reason of any Force Majeure Event.                         35.9  Landlord’s  Liability.   The  term “Landlord”,  as  used  in  this  Lease,  shall            mean only the owner or owners of the Building at the time in question.  Notwithstanding any other            term or provision of this Lease, the liability of Landlord for its obligations under this Lease is            limited solely to Landlord’s interest in the Project (which interest includes all rental and other            income,  sales,  insurance  and  condemnation  proceeds)  as  the  same  may  from  time  to  time  be            encumbered, and no personal liability shall at any time be asserted or enforceable against any other            assets of Landlord or against Landlord’s stockholders, directors, officers, members or partners on            account of Landlord’s default under this Lease.                           35.10 Consents  and  Approvals.  Wherever  the  consent,  approval,  judgment  or            determination  of  Landlord or  Tenant is  required  or  permitted  under  this  Lease, such  consent,            approval, judgment or determination shall not be unreasonably withheld, conditioned or delayed,            unless a different standard is expressly set forth and, without limiting the foregoing, Landlord may            withhold its consent in its sole and absolute discretion if any request by Tenant will affect the            exterior of the Premises, the Common Areas, or title to the Building or Project, or if the same will            adversely affect the structure the Building or any of the Base Building Systems, other tenants, or            the safety or operation of the Building or Project.  If it is determined that Landlord failed to give            its consent where it was required to do so under this Lease, Tenant shall be entitled to specific            performance but not to monetary damages for such failure, unless Landlord withheld its consent            maliciously and in bad faith.  The review and/or approval by Landlord of any item to be reviewed            or approved by Landlord under the terms of this Lease or any exhibits hereto shall not impose            upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability            of such item for its intended use.  Any such review or approval is for the sole purpose of protecting            Landlord’s  interest  in  the  Project and  no  third  parties,  including  Tenant  or  Tenant’s            Representatives or any person or entity claiming by, through or under Tenant, shall have any rights            against Landlord with respect thereto.                         35.11 Delivery of Financial Statements.  Upon request by Landlord, but not more            than twice in any period of twelve (12) consecutive months, Tenant shall deliver to Landlord copies            of  Tenant’s  most  recent  quarterly  and  annual  audited  financial  statements,  including  balance            sheets, income statements, statement of cash flow, and statements of net worth.  Landlord may            disclose  the  information  (and  may  deliver  copies  of such financial  statements)  to  Landlord’s            current  and  prospective  lenders  and  prospective  purchaser(s).  Landlord  shall  exercise            commercially reasonable efforts to keep all such financial statements confidential, provided that            Landlord may disclose the same to existing or prospective lenders, investors, partners, purchasers            or other persons reasonably having a need to review such financial statements, so long as Landlord            uses commercially reasonable efforts to cause such entities and persons to keep such financial            statements confidential.  Notwithstanding the foregoing, if Tenant is a “public company” and its            financial information is publicly available, then, so long as Tenant remains a public company, the            foregoing requirements regarding Tenant’s financial statements shall not apply.                         35.12 Relationship of Parties.  It is understood and agreed that this Lease is not            intended to create any relationship between the parties other than that of landlord and tenant, and              16764.040 4830-2660-4226.6            53 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             neither party hereto shall represent to any third party that any relationship other than the foregoing            exists.                           35.13 Administrative Charges.  If Landlord performs any maintenance or repairs            that are the obligation of Tenant or repairs any damage caused by Tenant or Tenant Parties, then,            in addition to reimbursing Landlord for the reasonable cost of such maintenance or repairs, Tenant            shall pay Landlord an administrative fee equal to ten percent (10%) of the cost of the work.  In            addition, and  without  limiting  any  other  provision  of  this  Lease, whenever  Tenant  requests            Landlord’s consent or submits documents to Landlord for Landlord’s review, including landlord            lien  waivers,  Tenant  shall  pay  to  Landlord  all  out-of-pocket  costs  and  expenses,  including            reasonable  attorneys’ fees  and  disbursements,  incurred  by  Landlord  in  connection  with  such            consent or review.                         35.14 Survival.  The covenants of Landlord and Tenant set forth in this Lease that,            by their express terms or nature, are to be performed after the expiration or earlier termination of            this Lease shall survive the expiration or earlier termination of this Lease.                         35.15 Sanctions Lists.                               (a)   Landlord  advises  Tenant  hereby  that  the  purpose  of  this Section            35.15 is to provide to the Landlord information and assurances to enable Landlord to comply with            the Legal Requirements imposed by the Office of Foreign Assets Control (“OFAC”) of the U.S.            Department of the Treasury.  Tenant hereby represents, warrants and covenants to Landlord that            either:                                      (i)   Tenant is “Regulated Entity” (as defined below), or                                     (ii)  neither  Tenant  nor  any  person  or  entity  that  directly or            indirectly has an ownership interest in Tenant of twenty-five percent (25%) or more, is or will be            (1)(A) subject to a U.S. comprehensive sanctions program administered by OFAC, (B) named on            OFAC’s U.S. Specially Designated Nationals list, or (C) named on OFAC’s Sectoral Sanctions            Identifications list ((A), (B) and (C), collectively, the “OFAC Sanctions Lists”), (2) named on any            other  locally  required  sanctions  lists  (“Country  Lists”),  or  (3)  named  on  the United  Nations            Security Council’s sanctions list (the “U.N. List” and together with the OFAC Sanctions Lists and            the Country Lists, the “Sanctions Lists”).                                 (b)   If, in connection with this Lease, there is one or more Guarantors of            Tenant’s obligations under this Lease, then Tenant further represents, warrants and covenants that            either:                                     (i)   any such Guarantor is a Regulated Entity, or                                      (ii)  neither Guarantor nor any person or entity that directly or            indirectly has an ownership interest in such Guarantor of twenty-five percent (25%) or more, is or            will be on the Sanctions Lists.              16764.040 4830-2660-4226.6            54 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                   For  purposes  of  this  Section,  a  “Regulated  Entity” shall  mean  a  U.S.  public  company            (including their documented wholly-owned subsidiaries) or any other entity, including a bank, that            is regulated by the SEC, FINRA, or Federal Reserve.                         35.16 Time Periods.  All periods of time referred to in this Lease shall include all            Saturdays, Sundays and Holidays, unless the period of time specifies business days; provided,            however, that if the date or last date to perform any act or give notice or approval shall fall on a            Saturday, Sunday or Holiday, such act, notice or approval shall be timely if performed or given on            the next succeeding day which is not a Saturday, Sunday or Holiday.                         35.17 Time of the Essence.  Time is of the essence for the performance of each            term, condition and covenant of this Lease.  The foregoing shall not operate, however, to reduce            the time period allocated for the performance of any obligation or the curing of any default if a            time period is specified in this Lease for the performance of such obligation.                         35.18 Execution; Counterparts.  The  submission  of  this  Lease  for  review  or            signature by Tenant does not constitute an offer or option to lease the Premises, and it shall not be            effective as a lease or otherwise until this Lease is fully executed and delivered by Landlord and            Tenant.  Landlord and Tenant may execute this Lease in multiple counterparts and may deliver            copies of such executed counterparts to each other by facsimile or electronically (by e-mail and in            formats such as PDF or via DocuSign), and such manner of execution and delivery shall be deemed            valid and binding for all purposes on the date of such delivery; provided, however, that each party            shall deliver original signed counterparts of this Lease to each other party as soon as reasonably            practicable thereafter. Each counterpart shall constitute an original and all of the counterparts,            when taken together, shall constitute one and the same instrument.  Any copy of a fully-executed            version of this Lease shall be deemed an original for all purposes.                         35.19 ARBITRATION.                               (a)   Except as provided in Section 35.19(b) below, Landlord and Tenant            agree to first negotiate and then mediate with respect to any claim or dispute arising out of or            relating  to  this  Lease,  before  resorting  to  court  action.   Either  party  may  initiate  settlement            negotiations by providing written notice to the other party, setting forth the subject of the claim or            dispute.  Landlord and Tenant agree to cooperate in scheduling negotiations and to participate in            the settlement negotiations in good faith.  If Landlord and Tenant fail to settle such claim or dispute            within thirty (30) days after the date of mailing of the notice initiating settlement negotiations or            within  such  additional  time  period  as  the  parties  may  agree  in  writing (such  period  being  the            “Negotiation Period”), the parties agree to submit the matter to JAMS for mediation.  Either party            may  commence  mediation  by  providing  to  JAMS  and  the  other  party  a  written  request  for            mediation, setting forth the subject of the claim or dispute and the relief requested.  Except as            provided herein or by written agreement of the parties, the mediation shall be conducted pursuant            to the JAMS rules in a location reasonably designated by Landlord in Contra Costa County.  The            parties will cooperate in selecting a mediator from the JAMS panel of neutrals, and in scheduling            the mediation proceedings.  The parties agree to participate in the mediation in good faith, and to            share equally in its costs.  All offers, promises, conduct and statements, whether oral or written,            made  in  the  course  of  the Negotiation Period  or  the mediation  by  either  of  the  parties,  their            employees, agents, experts and attorneys, and by the mediator and any other JAMS employees,              16764.040 4830-2660-4226.6            55 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             are  confidential,  privileged  and  inadmissible for  any  purpose,  including  impeachment,  in  any            litigation or other proceeding involving the parties, but evidence that is otherwise admissible or            discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the            mediation.  If JAMS should no longer exist at the time the claim or dispute arises, the matter shall            be  submitted  to  its  successor  entity,  or  if  there  is  no  such  successor  entity,  to  the  American            Arbitration Association or other similar organization mutually agreed upon by the parties, and            except  as  provided  herein  or  by  mutual agreement of  the  parties,  the  mediation  rules  of  such            successor or alternate organization shall apply.  Except as may be expressly set forth in any written            settlement  agreement,  should  the  matter  be  settled  by  negotiation  or  mediation  prior  to            commencing  court  action,  each  party  shall  pay  its  own  attorneys’  fees  and  costs.   Except  as            provided in Section 35.19(b), neither party may commence an action arising out of or relating to            this Lease until expiration of the Negotiation Period and completion of the initial mediation session            in accordance with this Section 35.19.  If either party commences an action with respect to a claim            or dispute covered by this Section 35.19 without first attempting to resolve the matter through            negotiation and mediation, or refuses to negotiate or mediate after a request has been made, then            that party shall not be entitled to recover attorneys’ fees and costs, even if such fees and costs            would otherwise be available to that party in such action.                               (b)   Either party may seek equitable relief to preserve the status quo prior            to  participating  in  the  negotiation  and  mediation  proceedings  required  pursuant  to  this            Section 35.19.  In addition, the following matters are excluded from mandatory negotiation and            mediation hereunder:  (i) an unlawful detainer action; (ii) any matter relating to a monetary Event            of Default pursuant to Section 19.1(a) or Section 19.1(b) above; (iii) actions seeking equitable            remedies (including injunction and declaratory relief); (iv) any matter that is within the jurisdiction            of probate, small claims, or bankruptcy court; or (v) the determination of Fair Market Value as            provided in Section 2.3 above.                               (c)   The provisions of this Section 35.19 may be enforced by any court            of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all            fees  and  costs,  including  reasonable  attorneys’  fees,  to  be  paid  by  the  party  against  which            enforcement is ordered.  The covenants of Landlord and Tenant contained in this Section 35.19            shall survive the expiration or earlier termination of this Lease.                               (d)   Nothing  contained  herein  shall  enable  either  party  to  compel  the            other party to submit any dispute to arbitration and neither party shall be required to submit a            dispute to arbitration prior to commencing an action with respect to a claim or dispute covered by            this Section 35.19 so  long  as  such  party  first  complies  with  terms  and  conditions  of  this            Section 35.19.                   36.   RIGHT OF FIRST OFFER.                         36.1  First Offer Space.  In the event that Suite 160 or Suite 450 in the Building            become “available for lease to third parties” (as defined below) during the Term (any such space            is herein referred to as the “First Offer Space”), Tenant shall have an on-going right of first offer            (“Right of First Offer”) to lease such First Offer Space subject to, and in accordance with, the            terms and conditions set forth in this Section 36.  For purposes of this Section 36, Suites 160 and            450 in the Building shall be “available for lease to third parties” if, after the date of this Lease,              16764.040 4830-2660-4226.6            56 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             (a) Landlord is free to lease such space to the general public, unencumbered by any renewal rights,            expansion rights, rights of first offer or other similar rights in favor of other tenants in the Building,            and (b) Landlord intends to market the space to the general public (i.e., the space will not be            occupied by Landlord, its affiliates or successors, or by an existing tenant of the space, whether or            not the renewal of the existing tenant is pursuant to an express written provision in such tenant’s            lease  and  without  regard  to  whether  such  renewal  is  characterized  by  the  parties  thereto  as  a            “renewal” or as a “new lease”) (all of the foregoing are herein referred to as “Superior Rights”).                         36.2  First Offer Notice.                                (a)   Landlord shall give Tenant written notice (the “First Offer Notice”)            at such time as any First Offer Space will or has become available for lease to third parties in            accordance with Section 36.1 above (as such availability is determined by Landlord) pursuant to            the terms of Tenant’s Right of First Offer, as set forth in this Section 36.  A First Offer Notice may            be conditioned on the failure of a holder of Superior Rights to lease all or any portion of such            space.                               (b)   Any First Offer Notice shall set forth the material terms upon which            Landlord is willing to lease the applicable First Offer Space to Tenant, including (i) Landlord’s            good faith written proposal of the Base Rent for such First Offer Space (which shall be based on            the definition of Fair Market Value, as set forth in Section 2.3(c), with appropriate adjustments            thereto to be made by  Landlord to reflect the leasing of the First Offer Space as  compared to            determining the Fair Market Value for an Option Term, and further, during the first twenty-four            (24) months of the Term, any such proposal shall reflect Landlord’s payment of a full brokerage            commission based  on  Landlord’s  then-current  commission  schedule), (ii)  the  tenant            improvements, if any, Landlord proposes to install, and/or any tenant improvement allowance that            Landlord proposes to pay, (iii) the anticipated date upon which possession of such First Offer            Space will be available (the “Anticipated Delivery Date”), and (iv) any other material conditions            or provisions relating to the leasing of such First Offer Space that vary from the provisions of this            Lease; provided, however, that if, at the time Landlord delivers the First Offer Notice to Tenant,            Landlord has a bona fide third-party offer for the First Offer Space that Landlord is prepared to            accept, then the Base Rent agreed upon by such third party shall be the Base Rent offered to Tenant            (subject to  Landlord’s good faith adjustments based on the other economic and other material            terms of the third-party offer).                         36.3  Procedure for Acceptance.                                 (a)   Tenant may, not later than fifteen (15) business days after Landlord            delivers the First Offer Notice to Tenant (or, if there is a third party offer for the applicable First            Offer Space, not  later than seven  (7) days  after  Landlord delivers the First Offer Notice) (the            “Election Date”), at its option, deliver a written notice to Landlord electing to lease the applicable            First Offer Space upon the terms set forth in the First Offer Notice (“Tenant’s Election Notice”).            In addition, if there is no third party tenant offer for the First Offer Space, and Tenant wishes to            lease the First Offer Space on terms other than those specified in the First Offer Notice, Tenant            may, on or before the Election Date, provide Landlord with a notice (“Tenant’s Offering Notice”)            specifying the terms upon which Tenant is willing to lease the First Offer Space.              16764.040 4830-2660-4226.6            57 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               (b)   Tenant may exercise its Right of First Offer only with respect to all            of the First Offer Space identified in the First Offer Notice.  If Tenant does not deliver Tenant’s            Election Notice or a Tenant's Offering Notice on or before the Election Date, then Tenant shall            have no further right to lease the First Offer Space identified in the First Offer Notice until after            Landlord leases such First Offer Space to a third party (the rights of whom shall then constitute a            “Superior Right” for purposes of Section 36.1 above) and such First Offer Space again becomes            available for lease to Tenant in accordance with, and subject to, the terms and conditions set forth            in this Section 36.  Time is of the essence of this provision, and Tenant acknowledges and agrees            that Landlord will have no obligation to lease any First Offer Space to Tenant if Tenant does not            deliver  Tenant’s  Election  Notice  within  the  time  specified.   Any  qualified  or  conditional            acceptance by Tenant of Landlord’s First Offer Notice shall be deemed a Tenant’s Offering Notice,            and a counter-offer to, and a rejection of, Landlord’s First Offer Notice.  If there is no third party            tenant offer for the First Offer Space and Tenant elects to provide a Tenant’s Offering Notice, the            parties agree to negotiate in good faith for ten (10) days following Tenant’s delivery of Tenant’s            Offering Notice to attempt to reach mutually agreeable terms for the lease by Tenant of such First            Offer Space, provided that any such definitive agreement on the terms for such a lease shall be            subject to the sole (but good faith) discretion of both Landlord and Tenant.  If Tenant’s Election            Notice  is  not  a  written,  unconditional  acceptance  of Landlord’s  First  Offer  Notice,  or is  not            delivered  to  Landlord  by  the  Election  Date,  then  Tenant  shall  be  deemed  to  have  rejected            Landlord’s First Offer Notice.                           36.4  Tenant’s Offering Notice; Other Terms and Conditions.  If Tenant (i) fails            to deliver a Tenant’s Election Notice prior to the Election Date, (ii) delivers to Landlord Tenant’s            Offering Notice as provided in Section 36.3 above, or (iii) fails to execute and deliver to Landlord            the lease amendment described in Section 36.5 below reflecting the addition of the First Offer            Space within ten (10) business days following receipt thereof by Tenant (provided that Tenant            shall have a reasonable opportunity to negotiate such lease amendment to the extent that it does            not correctly reflect the agreed upon terms and conditions), then, within nine (9) months thereafter            (or, if the First Offer Notice is delivered within the first twenty-four (24) months of the Term of            the Lease, then within six (6) months thereafter), (a) Landlord may lease the First Offer Space to            any person on terms and conditions Landlord may deem appropriate (provided that such terms are            not more favorable to such person than the terms and conditions set forth in Tenant’s Offering            Notice,  if  applicable);  or  (b)  if  Tenant  has  delivered  Tenant’s  Offering  Notice  to  Landlord  as            provided above, then Landlord may elect, by written notice to Tenant, to lease the First Offer Space            to Tenant on the terms and conditions set forth in Tenant’s Offering Notice; provided, however,            that, at any time before such election by Landlord, Tenant may revoke Tenant’s Offering Notice,            in which event Landlord may lease the First Offer Space to any person on terms and conditions            Landlord may deem appropriate. If Landlord either fails to lease the First Offer Space within said            nine (9) month period (or six (6) month period, as applicable), or desires to lease the First Offer            Space within said nine (9) month period (or six (6) month period, as applicable) but on terms            materially more favorable than were set forth in Tenant’s Offering Notice, if applicable, Landlord            shall again comply with the terms of this Section 36 with respect to such First Offer Space.                         36.5  Amendment to Lease.  If Tenant delivers a Tenant’s Election Notice prior            to the Election Date or, if applicable, Landlord elects to lease the First Offer Space to Tenant on            the terms and conditions set forth in Tenant’s Offering Notice, Landlord shall prepare and Tenant            shall promptly  execute  an  amendment  to  this  Lease (provided  that  Tenant  shall  have  the              16764.040 4830-2660-4226.6            58 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             opportunity to negotiate such lease amendment to the extent that it does not correctly reflect the            agreed upon terms and conditions) (a) to add the applicable First Offer Space to the Premises upon            the terms specified in the First Offer Notice, Tenant’s Offering Notice, or as otherwise agreed to            by the parties in writing, as the case may be, and otherwise on the terms and conditions set forth            herein, and (b) to modify the applicable provisions of this Lease, including items in the Basic Lease            Provisions, such as Tenant’s Share and the Floor Area of the Premises. In addition, if, within the            first twenty-four (24) months of the Term, Tenant leases any of the First Offer Space, Landlord            shall pay JLL a full brokerage commission in connection therewith based on Landlord’s then-           current commission schedule, so long as Tenant certifies to Landlord that JLL is entitled to such a            fee or commission, and Tenant agrees to indemnify and hold Landlord harmless from any claim            or claims, including costs, expenses and attorney’s fees, incurred by Landlord as a result of any            other broker or finder asserting a claim for a fee or commission based upon any dealings with or            statements made by Tenant or its agents, employees or representatives in connection with the First            Offer Space.                         36.6  Conditions of Exercise.  Notwithstanding any provision of this Section 36            to the contrary, if Tenant is in monetary or material non-monetary default beyond applicable notice            and cure periods under any of the terms, covenants or conditions of this Lease either at the time a            First Offer Notice would otherwise be required to be sent under this Section 36, or any other time            following Tenant’s exercise of its right to lease the First Offer Space and prior to the date upon            which possession of the First Offer Space is to be delivered to Tenant, Landlord shall have, in            addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate            Tenant’s rights under this Section 36, and in such event Landlord shall not be required to deliver            the First Offer Notice or to deliver possession of the First Offer Space to Tenant.  If not earlier            terminated, the rights of Tenant pursuant to this Section 36 shall automatically terminate upon the            Expiration Date (as the same may be extended hereunder).  Nothing contained in this Section 36            shall be deemed to impose any obligation on Landlord to refrain from negotiating with the existing            tenant of any First Offer Space or to take any other action or omit to take any other action in order            to make any First Offer Space available to Tenant.                         36.7  Rights Personal to Tenant.  Tenant’s right to lease the First Offer Space            pursuant to this Section 36 is personal to, and may be exercised only by, the Original Tenant or            any Permitted Assignee, and only if the Original Tenant or a Permitted Transferee continues to            occupy the entirety of the Premises (as the same may be expanded) at the time of such exercise.             If Tenant shall assign this Lease (other than to a Permitted Assignee) or sublet all or any portion            of the Premises (as the same may be expanded hereunder) (other than to a Permitted Transferee),            then immediately upon such assignment or subletting, Tenant’s right to lease any First Offer Space            pursuant to this Section 36 shall simultaneously terminate and be of no further force or effect.  No            assignee (other than a Permitted Assignee) or subtenant shall have any right to lease the First Offer            Space pursuant to this Section 36.                   37.   ROOFTOP EQUIPMENT.                         37.1  Communications and HVAC Equipment.  Subject to the applicable terms            and conditions contained in this Lease (including Section 9 and this Section 37) and all Legal            Requirements, Tenant shall, during the Term, have the right to install and maintain : (a) on the roof            of the Building, one (1) satellite dish or other similar wireless communications device for receiving              16764.040 4830-2660-4226.6            59 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             of  signals  or  broadcasts  (as  opposed  to  the  generation  or  transmission  of  any  such  signals  or            broadcasts) to serve Tenant’s business in the Premises (the “Satellite Dish”), and up to two (2)            supplemental HVAC units necessary to provide the Premises with additional heating and cooling            capacity (each, a “Rooftop Unit”), in a specific location reasonably designated by Landlord (as            applicable, the “Rooftop Area”); and (b) connections for the Satellite Dish and Rooftop Units for            (i) electrical wiring to the Building’s existing electrical supply and (ii) cable or similar connection            necessary to connect the Satellite Dish and Rooftop Units with Tenant’s related equipment located            in  the Premises.   The  routes or  paths for such  wiring  and connections shall  be  through  the            Building’s  existing  risers,  conduits  and  shafts,  subject  to  space  limitations  and Landlord’s            reasonable requirements for use of such areas, and in all events subject to Landlord’s approval (not            to be unreasonably withheld, conditioned or delayed) of plans and installation pursuant to other            provisions of this Lease, including Section 9 above (such routes or paths are collectively referred            to  as  the “Building  Risers” and all  such  electrical  and  other  connections  are  referred  to,            collectively, as the “Connections”).  The Satellite Dish and related Connections are collectively            referred  to  as  the “Telecom  Equipment”, the  Rooftop  Units and  related  Connections  are,            collectively, referred to as the “Supplemental HVAC Equipment”, and the Telecom Equipment            and Supplemental HVAC Equipment are, collectively, referred to as the “Rooftop Equipment”.             All costs associated with the design, fabrication, engineering, permitting, installation, screening,            maintenance, repair and removal of the Rooftop Equipment shall be borne solely by Tenant.  For            avoidance of doubt, the Rooftop Area shall not include, and Tenant shall not have access to (except            to the extent reasonably necessary to service or maintain the Rooftop Equipment), any portion of            the roof to which another person has exclusive rights. Landlord shall charge no rent or other usage            fee in connection with Tenant’s right to use the Rooftop Area pursuant to this Section 37.                         37.2  Reserved.                          37.3  Interference.  Without limiting the generality of any other provision hereof,            Tenant shall install, maintain and operate the Telecom Equipment in a manner so as to not cause            any electrical, electromagnetic, radio frequency or other material interference with the use and            operation  of  any:  (a)  television  or  radio  equipment  in  or  about  the  Project;  (b)  transmitting,            receiving or master television, telecommunications or microwave antennae equipment currently            or  hereafter  located  in  any  portion  of  the  Project;  or  (c)  radio  communication  system  now  or            hereafter used or desired to be used by Landlord or any current licensee or tenant of Landlord or            any future licensee or tenant of Landlord.  Upon notice of any such interference, Tenant shall            immediately cooperate with Landlord to identify the source of the interference and shall, within            twenty-four (24) hours, if requested by Landlord, cease all operations of the Telecom Equipment            (except for intermittent testing as reasonably approved by Landlord) until the interference has been            corrected to the reasonable satisfaction of Landlord, unless Tenant establishes to the reasonable            satisfaction  of  Landlord  prior  to  the  expiration  of  such  twenty-four  (24)  hour  period  that  the            interference  is  not  caused  by  the Telecom Equipment,  in  which  case  Tenant  may  operate  its            Telecom Equipment pursuant to the terms of this Lease.  Tenant shall be responsible for all costs            associated with any tests deemed necessary to resolve any and all interference as set forth in this            Section 37.3.  If any such interference caused by Tenant has not been corrected within ten (10)            days  after notice  to  Tenant,  Landlord  may  (i) require Tenant  to  remove  the  specific Telecom            Equipment causing such interference, or (ii) eliminate the interference at Tenant’s expense.  If the            equipment  of  any  other  party  causes  interference  with  the Telecom Equipment,  Tenant  shall            reasonably cooperate with such other party to resolve such interference in a mutually acceptable              16764.040 4830-2660-4226.6            60 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             manner, provided that Landlord agrees to use commercially reasonable efforts to cause such other            party to reasonably cooperate with Tenant.                          37.4  Roof  Repairs.   If  Landlord  desires  to  perform  roof  repairs  and/or  roof            replacements to the Building (the “Roof Repairs”), Landlord shall give Tenant at least ten (10)            business days’ prior notice of the date Landlord intends to commence such Roof Repairs (except            in the event of an emergency, in which event Landlord shall furnish Tenant with the notice that            Landlord deems appropriate in light of the circumstances), along with a description of the work            scheduled to be performed, where it is scheduled to be performed on the roof, and a reasonable            estimate of the time frame required for that performance.  Tenant shall, within ten (10) business            days following receipt of such notice, undertake such measures as it deems suitable to protect the            Telecom Equipment from interference by Landlord, its agents, contractors or employees, in the            course of any Roof Repairs.                          37.5  Rules and Regulations.  Without limiting the applicable provisions of this            Lease, Tenant’s use of the roof of the Building for the installation, operation, maintenance and use            of the Rooftop Equipment shall be subject to the terms and conditions contained in the “Rooftop            Rules and Regulations” attached hereto as Exhibit C-1.                          37.6  Rights Personal to Tenant.  Tenant’s rights under this Section 37  shall not            be transferable or assignable, whether voluntarily or involuntarily, whether by operation of law or            otherwise, except in  connection  with  a Permitted  Transfer or  in  connection  with  a  Transfer            approved by  Landlord pursuant  to Section 16 above.  Any  purported transfer of any  rights in            violation this Section 37 shall be void and a material default under this Lease.                    Landlord  and  Tenant  have  executed  this  Lease  on  the  date  and  year  set  forth  at  the            beginning of this Lease.             Landlord:                                   Tenant:                                                                    2600 CR, LLC,                               FIVE9, INC.,            a Delaware limited liability company        a Delaware corporation                                                                    By:  QuinnCo, LLC,                                           a California limited liability company,                  its Manager                            By:                                                                                                          By: The Alexander Mehran Revocable Trust, Title: SVP, Finance                                  its Manager                                                                                                     By:  _____________________________  By:                                                         Alexander R. Mehran, Jr.,                               Trustee                         Title:    EVP, Strategy & Operations                                                                                                                                           16764.040 4830-2660-4226.6            61 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                           EXHIBIT A                                                             FLOOR PLAN OF PREMISES                                                                                                                                                                                                                                                                                                                                                                                                          16764.040 4830-2660-4226.6                           Exhibit A, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                                                                                                                                             16764.040 4830-2660-4226.6                           Exhibit A, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                              EXHIBIT B                                            WORK LETTER                                                                     This  work  letter  (“Work  Letter”)  sets  forth  the  terms  and  conditions  relating  to  the            construction of the initial improvements in the Premises.  All capitalized terms used but not defined            herein shall have the respective meanings given such terms in the Lease.                                              SECTION I                                       SUITE IMPROVEMENTS                    1.1  Suite Improvements. Landlord shall cause the “General Contractor” (as defined in            Section  3.2 below)  to  construct  and  install  in  the  Premises  with  reasonable  diligence  the            improvements and fixtures provided for in this Work Letter (the “Suite Improvements”). All Suite            Improvements  shall be  performed in  a first-class  workmanlike manner in  accordance with  the            “Approved Construction Drawings” (as hereinbelow defined).  Landlord or the General Contractor            will  be  responsible  for  moving  and  re-installing  the  Existing  FF&E  to  the  extent  required  to            perform the Suite Improvements, provided that the cost of moving and re-installing the Existing            FF&E shall be borne by Tenant (subject to application of the Suite Improvement Allowance, as            described below).                    1.2  Selection of Architect. At Tenant’s sole cost and expense (subject to application of            the Suite Improvement Allowance), Tenant has selected and retained, and Landlord has approved,            Huntsman Architectural Group as Tenant’s architect/space planner (the “Architect”) to prepare the            “Design Development Plan” (as defined in Section 2.2.2 below) and the “Construction Drawings”            (as defined in Section 2.1 below). The Architect shall be subject to Landlord’s approval, which            shall not be unreasonably withheld, conditioned or delayed.                    1.3  Selection  of  Project  Manager. At  Tenant’s  sole  cost  and  expense  (subject  to            application of the Suite Improvement Allowance), Tenant shall have the right to select and retain            a project manager (“Tenant’s Project Manager” ) subject to Landlord’s approval, which shall not            be unreasonably withheld, conditioned or delayed.                                                SECTION II                     CONSTRUCTION DRAWINGS; SELECTION OF CONTRACTOR                    2.1  Tenant’s  Responsibility.  Tenant  shall  be  solely  responsible  for  the  timely            preparation and submission to Landlord of all space plans and all architectural drawings, plans and            specifications  necessary  to  complete  the Suite Improvements (collectively,  the “Drawings”),            including the final architectural working drawings for the Premises in a form that is sufficient to            enable  subcontractors  to  bid  on  the  work  and  to  obtain  all  applicable  permits  for  the Suite            Improvements (the “Construction Drawings”).  All Drawings shall (a) comply with the drawing            format and specifications required by Landlord as set forth in Exhibit B-1 attached hereto and            incorporated herein by reference, (b) be consistent with Landlord’s requirements regarding the            design and function of the Building (“Landlord Requirements”) that have been communicated to            Tenant in writing, and (c) otherwise be subject to Landlord’s reasonable approval in accordance            with Section 2.7 below.   If  requested  by  Tenant,  Landlord shall  use  commercially  reasonable              16764.040 4830-2660-4226.6     Exhibit B, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             efforts to assist Tenant, or cause its architect and/or engineers to assist Tenant, in preparing all or            a portion of the Drawings; provided, however, that, whether or not the Drawings are prepared with            such assistance, Tenant shall be solely responsible for the timely preparation and submission of            the  Drawings  and  for  all  elements  thereof  and,  subject  to Section IV below,  all  costs  relating            thereto.   Without  limiting  the  foregoing,  Tenant  shall  be  responsible  for  ensuring  (x)  that  all            elements of the design of the Drawings comply with all Legal Requirements and are otherwise            suitable for Tenant’s use of the Premises, and (y) that no Suite Improvements impair any system            or structural component of the Building, and neither the preparation of the Drawings by or with            the help of Landlord’s architect or engineers nor Landlord’s approval of the Drawings shall relieve            Tenant from such responsibility.                    2.2  Plans.                         2.2.1 Design  Development  Plan. On  or  before  August  14,  2020, Tenant  shall            cause the Architect to prepare a design development plan for the Suite Improvements, including a            layout and designation of all offices, rooms and other partitioning, and equipment to be contained            in  the  Premises,  together  with  their  intended  use  (the “Design  Development  Plan”),  and  shall            deliver four (4) copies of the Design Development Plan, signed by Tenant, to Landlord for its            approval.  The Design Development Plan shall show at a minimum the information enumerated            on Exhibit B-1 attached  hereto.  Landlord  shall  provide  Tenant  with  notice  approving  or            reasonably  disapproving  the Design  Development  Plan in  accordance  with Section  2.7 below            within ten  (10) days  after  Landlord’s  receipt  thereof.   If  Landlord reasonably disapproves  the            Design  Development Plan,  Landlord’s  notice  of  disapproval  shall  describe  with  reasonable            specificity  the  basis  for  such  disapproval  and  the  changes  that  would  be  necessary  to  resolve            Landlord’s objections, and upon the request of Tenant, Landlord agrees to confer with Tenant, the            Architect and Tenant’s Project Manager regarding its reasons for such disapproval.  If Landlord            disapproves the Design Development Plan (or any component thereof), Tenant shall cause the            Design Development Plan to be modified and resubmitted to Landlord for its approval, which shall            be provided to Tenant in writing within seven (7) business days of its receipt of the modified            Construction  Drawings.  Such  procedure  shall  be  repeated  as  necessary  until  Landlord  has            approved  the Design  Development  Plan (or  the  applicable  component  thereof). The  Design            Development  Plan approved by  Landlord shall constitute the “Approved Design Development            Plan”.                         2.2.2 Construction  Drawings. On  or before September  18,  2020,  Tenant  shall            cause the Architect to complete the Construction Drawings and shall deliver four (4) copies of the            Construction  Drawings,  signed  by  Tenant,  to  Landlord  for  its  approval.  The  Construction            Drawings shall show at a minimum the information enumerated on Exhibit B-1 attached hereto.            Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in            two  phases  (first  the  architectural  drawings,  then  engineering  drawings  consistent  with  the            previously  provided  architectural  drawings),  provided  that  each  phase  shall  be  subject  to            Landlord’s  approval.   Landlord  shall  provide  Tenant  with  notice  approving  or  reasonably            disapproving the Construction Drawings (or the applicable component thereof) in accordance with            Section 2.7 below within ten (10) business  days after  Landlord’s  receipt thereof.  If  Landlord            reasonably disapproves the Construction Drawings (or any component thereof), Landlord’s notice            of disapproval shall describe with reasonable specificity the basis for such disapproval and the            changes that would be necessary to resolve Landlord’s objections, and upon the request of Tenant,              16764.040 4830-2660-4226.6     Exhibit B, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             Landlord agrees to confer with Tenant, the Architect and Tenant’s Project Manager regarding its            reasons  for  such  disapproval.   If  Landlord  disapproves  the  Construction  Drawings  (or  any            component thereof), Tenant shall cause the Construction Drawings to be modified and resubmitted            to Landlord for its approval, which shall be provided to Tenant in writing within seven (7) business            days of its receipt of the modified Construction Drawings.  Such procedure shall be repeated as            necessary until Landlord has approved the Construction Drawings (or the applicable component            thereof). The  Construction  Drawings  approved  by  Landlord  shall  constitute  the  “Approved            Construction Drawings”.                    2.3  Selection of General Contractor.                           2.3.1 Bidding  Process.  Within  ten  (10)  business  days  following  Landlord’s            approval of the Design Development Plan, Landlord will put the Design Development Plan out for            bid to three (3) general contractors, one of which shall be Sunset Development Company (“SDC”),            and the other two (2) shall be selected by Tenant and reasonably approved by  Landlord or be            selected by Tenant from Landlord’s list of preferred contractors, which list includes BCCI, Source            Construction, and Truebeck Construction.                         2.3.2 Approved  Bids.   Within twenty-seven (27) days  following Landlord’s            putting the Design Development Plan out to bid pursuant to Section 2.3.1, Landlord will provide            to Tenant the bids to complete the work as shown on the Construction Drawings from the bidding            contractors (the “Bids”).  Landlord shall require that each trade estimated to exceed Twenty-Five            Thousand Dollars ($25,000.00) be put out to at least three (3) bidders, except for the mechanical,            electrical  and  plumbing (“MEP”) and  fire  sprinkler  protection subcontractors  (which  may  be            selected by Landlord on a “sole-sourced” basis, provided their fees are reasonably competitive),            and except that the fire alarm subcontractor must be Pacific Auxiliary Fire Alarm Company (the            parties acknowledging that the Suite Improvements to be performed by the MEP subcontractors            and the fire sprinkler protection and fire alarm systems for the Premises shall be performed on a            “design-build”  basis).  Landlord  shall  also  require  that  each  bidding  contractor  provide  a            reasonably detailed schedule to complete the Suite Improvements as shown on the Construction            Drawings (when the same are performed without the payment of overtime or other premiums).            Upon receipt of the subcontractor bids, Landlord, in consultation with the bidding contractors,            shall reconcile the subcontractor bids to adjust for incorrect or inconsistent assumptions so a like            kind comparison can be made and deliver the Bids and such reconciliation/comparison to Tenant.             Within  five  (5)  business  days  following  Landlord’s  delivery  of  the  Bids and  such            reconciliation/comparison to  Tenant,  Tenant  shall,  in  cooperation  with  Landlord,  select  from            among the various bidders the general contractor to perform the Suite Improvements (the “General            Contractor”), which shall be the contractor that submitted the lowest cost bid, unless otherwise            approved by both Tenant and Landlord.  The Bid selected by Tenant shall herein be referred to as            the  “Approved  Bid”,  the  construction  schedule  included  in  the  Approved  Bid  shall  herein  be            referred  to  as  the  “Construction  Schedule”,  and  the  Approved  Bid  and  Construction  Schedule            approved by Tenant are herein, collectively, referred to as the “Approved Construction Terms”.             Without limiting the provisions of Section 4.4 below, Tenant acknowledges and agrees that, if the            Construction  Schedule  approved  by  Tenant  provides  for  more  than  ten  (10)  weeks  between            Landlord’s receipt of Permits and the Substantial Completion Date, inclusive, each day beyond            such ten (10) week period shall constitute a “Tenant Delay”.              16764.040 4830-2660-4226.6     Exhibit B, Page 3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                    2.4  Approved Construction Drawings; Permits.  Promptly following Tenant’s selection            of the General Contractor and Landlord’s receipt of the Approved Construction Terms, Landlord            shall submit the Approved Construction Drawings to the appropriate municipal authorities for the            purpose of securing the applicable building permits necessary to allow the General Contractor to            commence and complete the construction of the Suite Improvements (the “Permits”).                      2.5  Change Orders.  If, prior to the Substantial Completion Date, Tenant shall request            improvements or changes to the Premises in addition to, revision of or substitution for the Suite            Improvements  identified  on  the Approved  Construction  Drawings,  including  any  request  for            above-Building standard finishes or other detailed specifications (individually or collectively, a            “Change  Order”),  Tenant  shall  deliver  to  Landlord  for  its reasonable approval  plans  and            specifications  for  such  Change  Order in  accordance  with Section  2.7 below,  which  shall  be            provided to Tenant in writing within ten (10) days of Landlord’s receipt of the subject Change            Order.  If Landlord does not approve the plans and specifications for such Change Order, Landlord            shall, if applicable, advise Tenant of the revisions required to obtain Landlord’s approval.  Tenant            shall  revise  and  redeliver  the  plans  and  specifications  to  Landlord  within  five  (5)  days  of            Landlord’s reasonable disapproval or Tenant shall be deemed to have abandoned its request for            such Change Order.  If Landlord approves the plans and specifications for any Change Order,            Landlord shall have ten (10) days from its receipt of the Change Order to provide Tenant notice of            (a) the cost of such Change Order; and (b) whether any delay in the Substantial Completion of the            Suite Improvements is anticipated as a result thereof and, if so, the estimated length of such delay.             Tenant will thereafter have three (3) days to approve or withdraw its request for such Change            Order.  If Tenant fails to respond within such three (3) day period, Tenant will be deemed to have            withdrawn its request for such Change Order.  Tenant shall pay for all preparations and revisions            of plans and specifications, and any net increase in the cost of construction, resulting from all            Change Orders.                    2.6  Time  Deadlines.  Without  limiting  the  foregoing provisions  of  this Section  II,            Tenant  shall select  the  General  Contractor  and  provide  the  Approved  Construction  Terms            (collectively,  “Tenant’s  Final Construction Approval”) to  Landlord on  or  before “Tenant’s            Approval Deadline”, which means October 9, 2020; provided, however, that Tenant’s Approval            Deadline shall be extended by one day for each day, if any, by which the date on which Tenant            selects the General Contractor or provides the Approved Construction Terms is delayed by any            failure of Landlord to perform its obligations under this Section II within the time frames required            in this Work Letter.                    2.7  Landlord’s Approval.  Landlord’s approval of any matter pursuant to this Work            Letter shall not be unreasonably withheld, conditioned or delayed, unless Landlord reasonably            determines  that  the  same  would  (a)  violate  any  provision  of  the  Lease  or  this  Work  Letter,            (b) directly or indirectly delay the Substantial Completion of the Suite Improvements beyond the            Target Commencement Date of February 1, 2021, (c) affect the exterior of the Premises or the            Common Areas, or (d) adversely affect the structure the Building or any of the Base Building            Systems, other tenants, or the safety or operation of the Building or Project.              16764.040 4830-2660-4226.6     Exhibit B, Page 4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                              SECTION III                          CONSTRUCTION OF THE SUITE IMPROVEMENTS                    3.1  Construction.  Upon Landlord’s receipt of the Permits, Landlord shall proceed with            reasonable diligence to cause the Suite Improvements to be “Substantially Completed” (as defined            in Section 4.1 below) by the General Contractor in accordance with the Approved Construction            Terms and all of the terms and conditions set forth in this Work Letter.                    3.2  Allowance.   Tenant  shall  be  entitled  to  a  one-time  allowance  (the “Suite            Improvement Allowance”) in the amount of up to, but not exceeding, $40.00 per rentable square            foot of the Premises (i.e., $4,170,120.00) to be applied toward the “Suite Improvement Costs”            (defined in Section 3.3 below).  Tenant shall be responsible for all of the Suite Improvement Costs            to  the  extent the  same exceed  the  lesser  of  (a) the Suite  Improvement Allowance,  or  (b) the            aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work            Letter.  Notwithstanding anything to the contrary contained in the Lease, if Tenant fails to use the            entirety of the Suite Improvement Allowance within one (1) year following the Commencement            Date, the unused amount shall revert to Landlord and Tenant shall have no further rights with            respect thereto.  In addition to the Suite Improvement Allowance, Landlord shall provide pay JLL            $18,000.00 for its preparation a preliminary test-fit space plan of the Premises in accordance with            the certain test-fit authorization agreement dated March 10, 2020, which payment shall be made            within thirty (30) days following the mutual execution and delivery of the Lease.                    3.3  Suite Improvement Costs.  Except as otherwise provided in this Work Letter, the            Suite  Improvement Allowance  shall  be  disbursed  by  Landlord  only  for  the  following  items            (collectively, the “Suite Improvement Costs”): (a) the fees of the Architect and any fees reasonably            incurred by Landlord for review of the Drawings by Landlord’s third party consultants; (b) plan-           check, permit and license fees relating to performance of the Suite Improvements; (c) the cost of            performing the Suite Improvements, including after-hours charges, testing and inspection costs,            freight elevator usage, hoisting and trash removal costs, and a reasonable allocation of the General            Contractor’s insurance  costs  (collectively, “Construction  Costs”); (d)  the  General  Contractor’s            profit and overhead (“Profit and Overhead”), subject to the limitations set forth in Section 3.2            above;  (e) the  cost  of  any  change  to  the Base  Building  Systems,  the  Common  Areas  or  the            structural portions of the Building outside of the Premises required by the Suite Improvements            (including if such change is due to the fact that such work is prepared on an unoccupied basis),            including  all  direct  architectural  and/or  engineering  fees  and  expenses  incurred  in  connection            therewith; (f) the cost of any change to the Drawings or Suite Improvements required by Legal            Requirements;  (g) sales  and  use  taxes; (h) a  review  and  supervision  fee  to  SDC  equal  to one            percent (1%) of the Suite Improvement Allowance (provided that if SDC is selected as the General            Contractor,  such  supervision  fee  shall  be  waived  but Tenant  shall  reimburse  Landlord  for  all            reasonable out-of-pocket charges incurred in connection with the review and approval of Tenant's            plans and specifications); (i) the cost of moving and re-installing the Existing FF&E, as described            in Section 1.1 above, (j) the cost of purchasing and installing Tenant's Personal Property, including,            without  limitation,  Supplemental  HVAC  Unit(s),  signage  and  Cabling,  (k)  any  project            management fees incurred by Tenant and (l) Tenant’s moving costs, provided that in no event shall            more  than  $1,042,530.00  (i.e., $10.00 per  rentable  square  foot  of  the  Premises) of  the  Suite            Improvement Allowance be used for the costs specified in clauses (i) through (l) above (“Tenant’s            Ancillary Costs”).  Landlord shall disburse the Suite Improvement Allowance (and, if applicable,              16764.040 4830-2660-4226.6     Exhibit B, Page 5 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             any Over-Allowance Amount) for payment to Tenant’s Architect and of Tenant’s Ancillary Costs            within thirty (30) days following Landlord’s receipt from Tenant of a reasonably detailed invoice            therefor.                    3.4  Over-Allowance Amount.                           3.4.1 The  amount,  if  any,  by  which  (a)  the Suite  Improvement  Costs exceed            (b) the amount of the Suite Improvement Allowance, is herein referred to as the “Over-Allowance            Amount”.  If  the  Over-Allowance  Amount  is  less  than  Fifty  Thousand  Dollars  ($50,000.00),            Tenant shall pay the Over-Allowance Amount as follows: (i) fifty percent (50%) of the Over-           Allowance  Amount  shall  be  paid  by  Tenant  to  Landlord  concurrently  with Tenant’s  Final            Construction  Approval,  and  (ii)  the  remaining  fifty  percent  (50%)  shall  be  paid  by  Tenant  to            Landlord within ten (10) business days following the “Substantial Completion Date” (as defined            in Section 4.1 below).  If the Over-Allowance Amount is greater than Fifty Thousand Dollars            ($50,000.00),  Tenant  shall  pay  the  Over-Allowance  Amount  to  Landlord  as  follows:  (1)  fifty            percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord concurrently            with Tenant’s  Final  Construction  Approval,  (2) forty  percent  (40%)  of  the  remaining  Over-           Allowance Amount shall be due within ten (10) days following Landlord’s certification that the            Suite Improvements are eighty percent (80%) completed, and (3) the remaining ten percent (10%)            of the Over-Allowance Amount shall be paid by Tenant to Landlord within ten (10) business days            following the Substantial Completion Date.  Landlord shall have no obligation to commence the            Suite Improvements prior to the time Landlord has received the Over-Allowance Amount then            due, and Landlord may cease the construction of the Suite Improvements at any time Tenant fails            to timely pay any portion of the Over-Allowance Amount.  In either event, the time period during            which the construction of the Suite Improvements is delayed due to Tenant’s failure to pay such            Over-Allowance Amount shall constitute a Tenant Delay.                          3.4.2 Any Over-Allowance Amount shall be disbursed by Landlord before the            Suite Improvement Allowance and pursuant to the same procedure as Landlord disburses the Suite            Improvement Allowance.  If, after Tenant’s Final Construction Approval, (i) any revision is made            to the Approved Construction Drawings, or the Suite Improvements are otherwise changed, in            each case  in  a  way  that  increases  the  Suite  Improvement  Costs,  or  (ii) the Approved  Bid is            otherwise increased to reflect the actual amount of the Suite Improvement Costs to be incurred            pursuant to the terms hereof, then Tenant shall deliver any resulting Over-Allowance Amount (or            any resulting increase in the Over-Allowance Amount) to Landlord immediately upon Landlord’s            request.                                                SECTION IV                    SUBSTANTIAL COMPLETION OF THE SUITE IMPROVEMENTS                    4.1  Substantial  Completion.   The  Suite  Improvements  shall  be  deemed  to  be            “Substantially Completed” at such time as Landlord (a) shall certify in writing to Tenant that the            Suite Improvements have been fully completed in accordance with this Work Letter (as reasonably            determined  by  Landlord after  consultation  with  the  Architect and  Tenant’s  Project  Manager),            except  for  finishing  details,  decorative  items,  minor  omissions,  mechanical  adjustments,  and            similar  items  of  the  type  customarily  found  on  an  architectural  punchlist,  the  correction  or            completion of which items, collectively, will not substantially interfere with Tenant’s occupancy              16764.040 4830-2660-4226.6     Exhibit B, Page 6 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D             and use of the Premises (“Punchlist Items”), and (b) Tenant is legally permitted to occupy the            Premises  (as  evidenced  by  a  final  inspection  and  sign-off  on  the  job  card  for  the  Suite            Improvements  or  a reasonable  equivalent).   The  date  on  which  the  Suite  Improvements  are            Substantially Completed is herein referred to as the “Substantial Completion Date”.  Landlord            agrees to keep Tenant appraised of the progress of construction generally and specifically with            respect to Tenant’s Early Access so that Tenant may comply with Section 4.3 below.                    4.2  Punchlist.  Landlord  and  Tenant  agree  to perform  a joint  walk  through  of  the            Premises following Substantial Completion to memorialize in writing any Punchlist Items.  The            Punchlist Items shall not act to suspend or delay the Commencement Date, but Landlord shall use            commercially reasonable efforts to complete the Punchlist Items within thirty (30) days following            the Substantial Completion Date.                    4.3  Cooperation.   Landlord  and Tenant  shall  each  use  its  commercially  reasonable            efforts and all due diligence to cooperate with each other, the General Contractor, the Architect            and Tenant’s Project Manager (and together use such efforts and due diligence to cause such other            parties to use such efforts and due diligence) to complete all phases of the Construction Drawings,            the Bid process and the permitting process as soon as possible after the execution of the Lease and            to complete the Suite Improvements on or before the Target Commencement Date.  Tenant shall            meet with Landlord on a scheduled basis, to be reasonably determined by Landlord, to discuss the            progress  thereof.  Without  limiting  the  foregoing,  if  (a) the Suite Improvements  include  the            installation of electrical connections for furniture stations to be installed by Tenant, and (b) any            electrical or other portions of such furniture stations must be installed in order for Landlord to            obtain any governmental approval required for occupancy of the Premises, then (i) Tenant, upon            five (5) business days’ notice from Landlord, shall promptly install such portions of such furniture            stations in accordance with Section 9 of the Lease, and (ii) during the period of Tenant’s Early            Access, all of Tenant’s obligations under the Lease relating to the Premises shall apply, except for            the obligation to pay Base Rent.  Any delay in the Substantial Completion Date attributable to a            delay in Tenant’s installation of such portions of the furniture stations shall constitute a Tenant            Delay.                    4.4  Delay in Substantial Completion.                         4.4.1 Tenant Delay.  For purposes of the Lease and this Work Letter, the term            “Tenant Delay” shall mean any actual delay in construction of the Suite Improvements that is due            to any act or omission of Tenant (wrongful, negligent or otherwise), its agents, contractors, or            vendors, including, but not limited to, delays resulting from:                               (a)   Tenant’s  failure to select  the General Contractor and provide the            Approved Construction Terms to Landlord on or before Tenant’s Approval Deadline;                                (b)   Tenant’s  failure  to  pay  the  Over-Allowance  Amount  as  required            under Section 3.4 of this Work Letter;                               (c)   Any breach by Tenant of this Work Letter or the Lease;                               (d)   Any Change Order requested by Tenant;              16764.040 4830-2660-4226.6     Exhibit B, Page 7 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               (e)   The failure of Tenant or its employees or agents to respond within            two (2) business days to any reasonable request from the General Contractor pertaining to the            construction of the Suite Improvements after construction has commenced;                               (f)   Tenant’s  requirement  for  materials,  components,  finishes  or            improvements which are not available in a commercially reasonable time;                                (g)   Any change to the base, shell or core of the Premises or Building            required by the Approved Construction Drawings; or                               (h)   Any other matter specified in this Work Letter to constitute a Tenant            Delay.                         4.4.2 Deemed Substantial Completion. The term “Tenant Delay” shall not include            any Force Majeure Delays.  As used in the Lease, “Force Majeure Delays” means delays caused            by Force Majeure Events (as defined in Section 35.8 of the Lease).  Notwithstanding the provisions            of Section 4.1 above,  (a) if  Landlord  is  delayed  in  completing the  Suite  Improvements or  in            delivering possession of the Premises to Tenant on or before the Target Commencement Date as a            result of any Tenant Delay, then the Substantial Completion Date shall be the date that the Suite            Improvements would have been Substantially Completed in the absence of such Tenant Delay, as            reasonably  determined  by  Landlord  or  Landlord’s  architect in  consultation  with  Tenant  and            Tenant’s Project Manager; and (b) if Tenant takes possession and commences business operations            in any portion of the Premises prior to the date that the Suite Improvements are Substantially            Completed, then the Substantial Completion Date shall be the date Tenant commences business            operations in the Premises.  Notwithstanding the foregoing, but subject to Section 2.2 of the Lease,            Landlord shall not be required to tender possession of the Premises to Tenant before the Suite            Improvements have been  Substantially  Completed,  as  determined  without  giving  effect  to  the            preceding sentence.  Tenant shall be responsible for and shall pay any costs and expenses incurred            by Landlord in connection with, or as a consequence of, any Tenant Delay that actually causes the            Suite Improvements to be Substantially Completed after the Target Commencement Date.                                               SECTION V                                          MISCELLANEOUS                    5.1  Contractor’s Guaranty.  If, within sixty (60) days after the Substantial Completion            Date, Tenant provides notice to Landlord of any non-latent defect in the Suite Improvements, or            if, within one (1) year after the Substantial Completion Date, Tenant provides notice to Landlord            of any latent defect in the Suite Improvements, Landlord, at no expense to Tenant, shall cause such            defect to be promptly corrected.  Notwithstanding the foregoing, Landlord shall not be obligated            to correct damage or defects caused by abuse, improper or insufficient  maintenance, improper            operation, or normal wear and tear.                      5.2  Tenant’s  Representative.   Tenant  has  designated  Penny  Campbell  as  its  sole            representative with respect to the matters set forth in this Work Letter, who, until further notice to            Landlord, shall have full authority and responsibility to act on behalf of Tenant as required in this            Work Letter.              16764.040 4830-2660-4226.6     Exhibit B, Page 8 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                    5.3  Landlord’s Representative.  Landlord has designated Joshua Hitchcock and Tom            Duffy its co-representatives with respect to the matters set forth in this Work Letter, either of            whom, until further notice to Tenant, shall have full authority and responsibility to act on behalf            of Landlord as required in this Work Letter.                    5.4  Tenant’s Lease Default.  Notwithstanding any provision to the contrary contained            in the Lease, and without limiting the provisions of Section 3.4 of this Work Letter, if a default by            Tenant under the Lease (including any default by Tenant under this Work Letter) has occurred at            any time on or before the Substantial Completion of the Suite Improvements, then (a) in addition            to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the            right  to  withhold  payment  of  all  or  any  portion  of  the  Suite  Improvement  Allowance  and/or            Landlord may cause General Contractor to cease the construction of the Suite Improvements, and            (b) all other obligations of Landlord under the terms of this Work Letter shall be suspended until            such time as such default is cured pursuant to the terms of the Lease.  Any delay in the Substantial            Completion of the Suite Improvements beyond the Target Commencement Date caused by the            exercise of Landlord’s rights pursuant to this Section 5.4 shall constitute a Tenant Delay.                    5.5  No Right of Termination.  The parties acknowledge that once the Lease is fully            executed, Tenant shall have no right to terminate the Lease due to the fact that the Cost Proposal            exceeds (a) the Suite Improvement Allowance or (b) the anticipated Suite Improvement Costs.                    5.6  Ownership of Suite Improvements.  All Suite Improvements whether installed by            Landlord or Tenant, shall become a part of the Premises, shall be the property of Landlord and,            except  as  provided  for  in Section  24.1 of  the  Lease,  shall  be  surrendered  by  Tenant  with  the            Premises, without any compensation to Tenant, at the expiration or termination of the Lease.                           16764.040 4830-2660-4226.6     Exhibit B, Page 9 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                         EXHIBIT B-1                   REQUIRED INFORMATION FOR DESIGN DEVELOPMENT PLAN AND                                    CONSTRUCTION DRAWINGS                Minimum Requirements for Design Development Plan and Construction Drawings:             Plan  and  drawings  shall  include  a  Partition  Plan,  Electrical  Plan,  Mechanical  Plan, Reflected            Ceiling  Plan,  Finish  Plan,  Furniture  Layout  Plan,  Elevations  and  Details  Plan.   Although  it is            Tenant’s responsibility to assure that the design and all drawings provide for code compliance,            Sunset Development Company will file for and obtain necessary building permits.                   1. Location and type of all partitions.  Indicate walls requiring insulation in walls or on                     ceiling tile.                   2. Location and type of all doors, frames and hardware.                   3. Location, size and type of glass sidelights, and glass doors.                   4. Location of telephone equipment/server room within tenant’s Premises, including size,                     quantity and location of plywood backboard and sleeves.                   5. Any critical or “hold to” dimensions necessary for construction.  All dimensions from                     the exterior wall are from the interior glass face of the curtain wall.                   6. Location of all electrical items – outlets, switches, telephone outlets and light fixtures,                     including specific circuit designations, if requested.  Include also any above-standard                     light fixtures.                   7. Indicate location of floor monuments and dimensions, along with size of under floor                     conduit, racks, raceways and trays, if required.                   8. Specify the number of work stations per circuit and furniture whip configuration.                   9. Location and type of all equipment that will require special electrical specifications i.e.,                     PCs,  printers,  appliances, etc.   Provide  manufacturer’s  specifications  for  use  and                     operation.                   10. Location,  dimensions  and  weight  per  square  foot  including  descriptions  of  any                     exceptionally heavy  equipment,  high  density  filing, storage  systems,  or  vending                     machines. Provide width, height, depth of file cabinets or equipment.  Any item or piece                     of  equipment  which  imposes  a  load  that  is  expected  to  exceed  75psf  must  be                     specifically identified on the drawings.  Any such item or equipment which exceeds                     90% of the allowable load of the existing structural system must be reviewed by a                     structural  engineer  licensed  in  the  State  of  California.  Any  items  or  equipment                     requiring modification of the existing structural system, including roof penetrations,                     specialty air conditioning systems and UPS cabinets must be reviewed by a structural              16764.040 4830-2660-4226.6     Exhibit B-1, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                  engineer licensed in the State of California.  All structural reviews must be completed                     at Tenant’s cost.                   11. Specification and color of floor covering.                   12. Location, specification and color of any wall covering.                   13. Location, specification and color of paint or finishes.                   14. Location and type of plumbing, including fixtures.                   15. Location and type of kitchen equipment, including water requirements for refrigerators                     and coffee makers.                   16. Room numbers and names are to be noted on all sheets.                   17. Indicate location of fire extinguishers.  Semi-recessed cabinet are non-standard and                     should be noted if desired.                   18. Specify color and model number of appliances.                   19. Note locations of card readers.                   20. Indicate location of projector or projection screens where electrical would be required.                   21. All millwork with verified dimensions and dimensions of all equipment to be built-in.                   22. Bracing or support for any special walls, glass partitions, etc.                   23. Indicate any walls to be insulated.                   24. Identify doors, frames, hardware and coordinate with Tenant Security Vendor.                   25. Provide  a  finish  schedule  and  finish  legend  clearly  indicating  wall  finishes,  floor                     finishes and ceiling finishes.                   26. Locate all switches, dimmers and other lighting control devices.                   27. Identify all non-standard HVAC and special exhaust requirements such as conference                     room, computer room, and executive offices.                   28. Provide the location and specifications for sinks or other plumbing.                    29. Indicate  the  location  of  water  supplies  for  appliances  and  drains  from  appliances                     (coffee makers, icemakers, etc.).                           16764.040 4830-2660-4226.6     Exhibit B-1, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT C                                      RULES AND REGULATIONS                   1.    No  sign,  placard,  picture,  advertisement,  name  or  notice  shall  be  inscribed,            displayed, printed, affixed or otherwise displayed by Tenant on or to any part of the outside or            inside of the Building or the Premises without the prior written consent of Landlord and Landlord            shall  have  the  right  to  remove  any  such  sign,  placard,  picture,  advertisement,  name  or  notice            without notice to and at the expense of Tenant.  All approved signs or lettering on doors shall be            printed, painted, affixed or inscribed at the expense of Tenant by a person reasonably approved by            Landlord.  Tenant shall not place anything or allow anything to be placed near the glass of any            window, door, partition or wall which may appear unsightly from outside the Premises; provided,            however  that Tenant  may  request  Landlord  to  furnish  and  install  a  building standard  window            covering at all exterior windows at Tenant’s cost.  Tenant shall not install any radio or television            antenna, loud speaker, or other device on or about the roof area or exterior walls of the Building.                   2.    The  sidewalks,  hallways,  passages,  exits,  entrances,  lobbies,  elevators  and            stairways, including those located within the Premises, shall not be obstructed by Tenant (whether            by storage or materials or merchandise, storage of boxes or packages delivered to Tenant from            time to time, or otherwise) or used by Tenant or any of Tenant’s Representatives for any purpose,            other than for ingress to and egress from the Premises.  In no event may Tenant go upon the roof            of the Building.  Landlord reserves the right to exclude or expel from the Project any person who,            in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall            in any manner do any act in violation of any of these Rules and Regulations.  Landlord shall also            have the right, from time to time, to impose reasonable controls on access to the Building.  Such            limitation or control upon access may include establishing procedures for deliveries by messengers            and caterers, and access to the Premises by Tenant’s invitees and employees.  Tenant shall not be            denied  access  to  the  Premises  or  Common  Areas,  except  for  limited  periods  of  time  upon            reasonable  advance  written  notice,  in  emergency  situations,  or  as  mandated  by  governmental            authority.  Notwithstanding anything to  the contrary set  forth  in  the  Lease or these Rules and            Regulations, in order to safeguard the safety of the tenants, patrons and employees of the Project,            Landlord reserves the right to implement a protocol for testing all individuals entering the Project,            mandating the use of masks or other personal protective equipment, or establishing other measures            in connection with any health emergency related to a virus, disease, pandemic, epidemic or similar            cause.  Landlord may preclude entry to those who refuse to participate in such testing or other            measures or who fail to meet the testing or other requirements set forth in such protocol.                   3.    Landlord will furnish Tenant with 339 keys and 339 access cards to the Premises,            free of charge.  Additional keys and/or access cards shall be obtained only from Landlord and            Landlord  may  make  a  reasonable  charge  for  such  additional  keys and/or  access  cards.  No            additional  locking  devices  shall  be  installed  in  the  Premises  by  Tenant,  nor  shall  any  locking            devices be changed or altered in any respect without the prior written consent of Landlord.  All            locks installed in the Premises excluding Tenant’s vaults and safes, or special security areas (which            shall be designated by Tenant in a written notice to Landlord), shall be keyed to the Building            master key system.  Landlord may make reasonable charge for any additional lock or any bolt              16764.040 4830-2660-4226.6     Exhibit C, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         (including  labor)  installed  on  any  door  of  the  Premises.   Tenant,  upon  the  termination  of  its            tenancy, shall deliver to Landlord all keys to doors in the Premises.                   4.    The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any            purpose other than that for which they were constructed and no foreign substance of any kind            whatsoever shall be deposited therein and Tenant shall bear the expense of any breakage, stoppage            or damage resulting from its violation of this rule.                   5.    Tenant shall not overload the floor of the Premises or mark, drive nails, screw or            drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof.             No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings or            installation of wallpaper or paint shall be permitted except with the prior written consent of the            Landlord and as the Landlord may reasonably direct.                   6.    Tenant may use the freight elevators in accordance with such reasonable scheduling            as Landlord shall deem appropriate.  Tenant shall schedule with Landlord, by written notice given            no less than forty-eight (48) hours in advance, its move into or out of the Building which moving            shall occur after 5:30 p.m. or on weekend days if required by Landlord; and Tenant shall reimburse            Landlord within ten (10) business days of demand for any additional security or other charges            incurred by Landlord as a consequence of such moving.  The persons employed by Tenant to move            equipment or other items in or out of the Building must be reasonably acceptable to Landlord.  The            floors, corners and walls of elevators and corridors used for moving of equipment or other items            in or out of the Project must be adequately covered, padded and protected and, Landlord may            provide  such  padding  and  protection  at  Tenant’s  expense  if  Landlord  determines  that  such            measures undertaken by Tenant or Tenant’s movers are inadequate.  Without limitation on the            foregoing, Tenant shall not use in the Building any pallet jacks or other equipment used to transport            materials.  Landlord shall have the right to prescribe the weight, size and position of all safes and            other heavy equipment or furnishings brought into the Building and also the times and manner of            moving  the  same  in  or  out  of  the  Building.   Safes  or  other  heavy  objects  shall,  if  considered            necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute            the weight.  Landlord will not be responsible for loss of or damage to any such safe or property            from any cause and all damage done to the Building by moving or maintaining any such safe or            other property shall be repaired at the expense of Tenant.  There shall not be used in any space, or            in the public halls of the Building, either by any Tenant or others, any hand trucks except those            equipped with rubber tires and side guards.                   7.    Tenant shall not employ any person or persons other than the janitor of Landlord            for the purpose of cleaning the Premises unless otherwise agreed to by Landlord in writing.  Except            with the written consent of Landlord, no person or persons other than those approved by Landlord            shall be permitted to enter the Building for the purpose of cleaning the same.  Tenant shall not            cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation            of good order and cleanliness.  Landlord shall in no way be responsible to any Tenant for any loss            of property on the Premises, however occurring, or for any damage done to the effects of Tenant            by the janitor or any other employee or any other person.  Janitor service will not be furnished on            nights when rooms are occupied after 9:30 p.m.  Window cleaning shall be done only by Landlord.              16764.040 4830-2660-4226.6     Exhibit C, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               8.    Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline            or  flammable,  combustible  or  noxious  fluid  or  material,  or  use  any  method  of  heating  or  air            conditioning other than that supplied by Landlord.  Tenant shall not use, keep or permit or suffer            the Premises to be occupied or used in a manner offensive or objectionable to the Landlord or other            occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with            other tenants or those having business therein, nor shall any animals (other than service dogs),            birds or fish be brought in or kept in or about the Premises or the Building.  Tenant shall not make            or permit to be made any unseemly or disturbing noises or disturb or interfere with occupants of            this or neighboring Buildings or premises or those having business with them whether by the use            of any musical instrument, radio, phonograph, unusual noise, or in any other way.                   9.    The  Premises  shall  not  be  used  for  the  storage  of  merchandise  except  as  such            storage may be incidental to the use of the Premises for general office purposes.  Tenant shall not            occupy or permit any portion of the Premises to be occupied for the manufacture or sale of liquor,            narcotics, or tobacco in any form.  The Premises shall not be used for lodging or sleeping or for            any illegal purposes.  No cooking shall be done or permitted by Tenant on the Premises, except            that use by Tenant of Underwriters’ Laboratory approved portable equipment for brewing coffee,            tea  and  similar  beverages  and  of  microwave  ovens  approved  by  Landlord  shall  be  permitted            provided that such use is in accordance with all applicable federal, state and local laws, codes,            ordinances, rules and regulations.                   10.   Landlord will direct electricians as to where and how telephone wires and any other            cables or wires are to be installed.  No boring or cutting for cables or wires will be allowed without            the consent of Landlord.  The location of telephones, call boxes and other office equipment affixed            to the Premises shall be subject to the approval of Landlord.                   11.   Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the            same  shall  be  affixed  to  the  floor  of  the  Premises  in  any  manner  except  as  approved  by  the            Landlord.  Tenant shall bear the expense of repairing any damage resulting from a violation of this            rule or removal of any floor covering.                   12.   No furniture, packages, supplies, equipment or merchandise will be received in the            Building or carried up or down in the elevators, except between such hours and in such elevators            as shall be designated by Landlord.  Tenant, its employees and agents shall not loiter in or on the            entrances,  corridors,  sidewalks,  lobbies,  courts,  halls, stairways,  elevators,  vestibules  or  any            Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any            way obstruct or permit the obstruction of any of the foregoing or any tenant spaces, and at no time            shall Tenant park vehicles which will create traffic and safety hazards or create other obstructions.            For purposes of this rule, “smoking” means the personal use of any tobacco product,  whether            intended to be lit or not, and includes the use of an electronic cigarette or any other device intended            to simulate smoking.                   13.   On Saturdays, Sundays and legal holidays all day, and on other days between the            hours of 7:00 p.m. and 7:00 a.m. the following day, access to the Building or to the halls, corridors,            elevators, or stairways in the Building or to the Premises may be refused, unless the person seeking            access is known to the person or employee of the Building in charge and has a pass or is properly            identified.   Landlord  shall  in  no  case  be  liable  for  damages  for  any  error  with  regard  to  the              16764.040 4830-2660-4226.6     Exhibit C, Page 3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         admission to or exclusion from the Building of any person.  Tenant assumes all responsibility for            protecting its Premises from theft, robbery and pilferage.  In case of invasion, mob, riot, public            excitement, or other commotion, Landlord reserves the right to prevent access to the Building            during the continuance of the same by closing the doors or otherwise, for the safety of the tenants            and protection of property in the Building.  Landlord reserves the right to close and keep locked            all entrance and exit doors of the Building on Saturdays, Sundays and legal holidays all day, and            on other days between the hours of 7:00 p.m. and 7:00 a.m. and during such further hours as            Landlord may deem advisable for the adequate protection of said Building and the property of its            tenants, and to implement such additional security measures as Landlord deems appropriate for            such purposes.  The cost of such additional security measures, as and to extent required by Tenant’s            operations in the Project, shall be reimbursed by Tenant within thirty (30) days after receipt of            Landlord’s demand therefor.                   14.   Tenant shall see that the doors of the Premises are closed and securely locked before            leaving the Building and must observe strict care and caution that all water faucets, water apparatus            and utilities are entirely shut off before Tenant or Tenant’s employees leave the Building, and that            all electricity shall likewise be carefully shut off, so as to prevent waste or damage and for any            default or carelessness Tenant shall make good all injuries sustained by other tenants or occupants            of the Building or Landlord.  On multiple-tenancy floors, all tenants shall keep the doors to the            Building corridors closed at all times except for ingress and egress, and all tenants shall at all times            comply with any rules and orders of the fire department with respect to ingress and egress.                   15.   Landlord shall attend to the requests of Tenant after notice thereof from Tenant by            telephone, in writing or in person at the Office of the Landlord.  Employees of Landlord shall not            perform any work or do anything outside of their regular duties unless under special instructions            from the Landlord.                   16.   Except as set forth in the Basic Lease Provisions regarding use of the Premises, no            vending machine or machines of any description shall be installed, maintained or operated upon            the Premises without the written consent of the Landlord.                   17.   Tenant agrees that it shall comply with all fire and security regulations that may be            issued from time-to-time by Landlord and Tenant also shall provide Landlord with the name of a            designated  responsible  employee  to  represent  Tenant  in  all  matters  pertaining  to  such  fire  or            security regulations.                   18.   Landlord may waive any one or more of these Rules and Regulations for the benefit            of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver            of those Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from            thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Project.                   19.   Canvassing,  soliciting,  peddling  or  distribution  of  handbills  or  other  written            material in the Building and Project is prohibited and Tenant shall cooperate to prevent same.                   20.   Landlord reserves the right to (i) upon reasonable advance notice to Tenant, select            the name of the Project and Building and to make such change or changes of name, street address            or  suite  numbers  as  it  may  deem  appropriate  from  time  to  time, and (ii) grant  to  anyone  the              16764.040 4830-2660-4226.6     Exhibit C, Page 4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         exclusive right to conduct any business or render any service in or to the Building and its tenants,            provided such exclusive right shall not operate to require Tenant to use or patronize such business            or service or to exclude Tenant from its use of the Premises expressly permitted in the Lease.             Tenant shall not refer to the Project by any name other than the name as selected by Landlord (as            same may be changed from time to time), or the postal address, approved by the United States Post            Office.  Without the written consent of Landlord, Tenant shall not use the name of the Building or            Bishop Ranch Business Park in connection with or in promoting or advertising the business of            Tenant or in any respect, except as Tenant’s address.                   21.   Tenant shall store all its trash and garbage within the Premises until removal of            same to such location in the Project as may be designated from time to time by Landlord.  No            material shall be placed in the Project trash boxes or receptacle if such material is of such nature            that it may not be disposed of in the ordinary and customary manner of removing and disposing of            trash and garbage in the City of San Ramon without being in violation of any law or ordinance            governing such disposal.                   22.   Landlord  shall  have  the  right  to  control  and  operate  the  public  portions  of  the            Building and the public facilities, and heating and air conditioning, as well as facilities furnished            for the common use of the tenants, in such manner as it deems best for the benefit of the tenants            generally.                   23.   The directory of the  Building will be provided for the display of the name and            location of tenants and Landlord reserves the right to exclude any other names therefrom.  Any            additional name that Tenant shall desire to place upon the directory must first be approved by            Landlord and, if so approved, a charge will be made for each such name.                   24.   Except with the prior written consent of Landlord, Tenant shall not sell, or permit            the sale from the Premises of, or use or permit the use of any sidewalk or Common Area adjacent            to the Premises for the sale of newspapers, magazines, periodicals, theater tickets or any other            goods, merchandise or service, nor shall Tenant carry on, or permit or allow any employee or other            person to carry on, business in or from the Premises for the service or accommodation of occupants            of any other portion of the Building, nor shall the Premises be used for manufacturing of any kind,            or for any business or activity other than that specifically provided for in Tenant’s lease.                   25.   Tenant and all Tenant Parties shall park between designated parking lines only and            shall not occupy two parking spaces with one car.  Parking spaces shall be for passenger vehicles            only; no boats, trucks, trailers, recreational vehicles or other types of vehicles may be parked in            the parking areas (except that trucks may be loaded and unloaded in designated loading areas), and            no overnight parking is permitted.  Vehicles in violation of the above shall be subject to tow away,            at the vehicle owner’s expense.  No tenant of the Building shall park in visitor or reserved parking            areas.   Any  tenant  found  parking  in  such  designated  visitor  or  reserved  parking  areas  or            unauthorized areas shall be subject to tow-away at vehicle owner’s expense.  The parking areas            shall not be used to provide car wash, oil changes, detailing, automotive repair or other services            unless otherwise approved or furnished by Landlord.  Tenant will from time to time, upon the            request of Landlord, supply Landlord with a list of license plate numbers of vehicles owned or            operated by its employees or agents.              16764.040 4830-2660-4226.6     Exhibit C, Page 5 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               26.   Neither Tenant nor its employees, agents, contractors, licensees, or invitees (other            than law enforcement personnel) shall bring any firearm, whether loaded or unloaded, into the            Premises or the Building at any time.                   27.   Without limiting the foregoing, Tenant agrees that: (1) the Premises shall not be            used to grow, harvest, process, produce, store (short or long term), distribute, transport, sell, or in            any  way  use  or  ingest,  marijuana  plants,  products, or  derivatives  therefrom  in  whatever  form            (“Cannabis”), or any product or substance containing Cannabis, and (2) Tenant shall not, and shall            not  authorize,  permit,  or  suffer  any  of  its  officers,  employees,  agents,  servants,  licensees,            subtenants,  concessionaires,  contractors,  or  invitees  to,  bring  any  form  of  Cannabis,  or  any            substance or container containing Cannabis, onto the Premises or any associated facility, including            parking lots and storage areas. The foregoing prohibitions apply to all Cannabis forms and usages,            including those intended for medical use, regardless of whether lawful for any purpose under any            state or federal law or regulation.                   28.   The word “Tenant” occurring in these Rules and Regulations shall mean Tenant            and Tenant’s Representatives.  The word “Landlord” occurring in these Rules and Regulations            shall mean Landlord’s assigns, agents, clerks, employees and visitors.                   29.   Where conflicts  are present  between these Rules and Regulations  and the other            Sections of the Lease, the Lease shall prevail.                   30.   Landlord reserves the right to modify these Rules and Regulations at any time and            shall  distribute  the  new  Rules  and  Regulations  to  Tenant  via  e-mail  with  each  subsequent            modification.              16764.040 4830-2660-4226.6     Exhibit C, Page 6 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                         EXHIBIT C-1                                 ROOFTOP RULES AND REGULATIONS                   1.    Roof Area.  Tenant shall accept the Rooftop Area and the path for Cabling (the            “Cable Path”) in their condition and “as-built” configuration existing on the Commencement Date.             Landlord has made no representations or promise as to the suitability or effectiveness of any part            of  the  roof  for  Tenant’s  proposed  use,  or  as  to  any Legal  Requirements relating  to  Tenant’s            proposed use, or as to the condition of (or alteration or improvement of) the Rooftop Area or the            Cable Path.                   2.    Rooftop  Installation  Work.   Installation  of  the Rooftop  Equipment (“Rooftop            Installation Work”) must be performed by Landlord’s designated roofing contractor and shall be            subject to: (a) obtaining Landlord’s prior written approval of plans and specifications; and (b) all            additional requirements under the Lease that apply to Alterations by Tenant.  In addition, Landlord            may impose screening or other requirements to minimize the visibility of the Rooftop Equipment.             The plans and specifications for the Rooftop Equipment shall include the design, size and features            thereof and mounting structure, floor and power load requirements, cabling installations, the means            of  affixing  or  mounting  the Rooftop  Equipment,  and  the  means  of  connecting  the Rooftop            Equipment to the Building’s electrical system and to the interior of the Premises.  The giving of            any  approval  by  Landlord  shall  not  eliminate  any  of  Tenant’s  obligations under  the  Lease,            including  Tenant’s  obligation  to  obtain  all  required  permits  and  to  comply  with  all Legal            Requirements.  The failure of Tenant to obtain such permits or any other governmental approvals            relating to the Rooftop Equipment shall not release Tenant from any of its obligations under the            Lease.   Tenant  shall  pay  to  Landlord  all  of  Landlord’s  actual  out-of-pocket  costs  incurred  in            connection with the review and approval of the plans and specifications within thirty (30) days            after receipt of an invoice therefor.                   3.    General  Requirements.  In  addition  to  the  applicable  provisions  of  the  Lease,            Tenant’s use of the roof of the Building is subject to the following general requirements:                         (a)   Tenant  shall  provide  Landlord  with ten  (10)  days’ notice  prior  to            commencing installation of the Rooftop Equipment or other work on or to the Rooftop Equipment            from time to time, and agrees to afford Landlord the opportunity to be present for all such work,            provided that only subsequent notice within a reasonable time shall be required in the case of an            emergency that presents an immediate danger.  Tenant shall reimburse Landlord for the reasonable            cost of any Landlord representative being present for the performance of such work within thirty            (30) days after receipt of an invoice therefor.                         (b)   After the initial  installation  of any Rooftop Equipment, Tenant  shall not            make any alteration, addition or improvement thereto,  without first obtaining Landlord’s prior            written approval; and any such alterations, additions or improvements shall be subject to all the            conditions and restrictions that apply to the original Rooftop Equipment, including the requirement            that  Tenant  furnish  Landlord  with  detailed  plans  and  specifications  relating  to  the  proposed            alterations, additions or improvements.              16764.040 4830-2660-4226.6     Exhibit C-1, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                     (c)   Landlord  shall  allow  Tenant  full  access  to  the  roof  for  the  purposes  of            installation, maintenance and repair of the Rooftop Equipment during Normal Hours of Operation            upon  Tenant’s  advance  request in  accordance  herewith,  subject  to the reasonable rules  and            restrictions of Landlord.                         (d)   Tenant, at its expense, shall at all times keep the Rooftop Equipment in good            order,  condition  and  repair,  and  the Rooftop  Equipment location  and  the  areas  immediately            surrounding same neat and clean.  With respect to all operations relating to the Rooftop Equipment,            Tenant shall conduct its business and control its employees, contractors, agents and representatives            in such manner as not to create any nuisance, or interfere with, annoy or disturb Landlord in its            operation of the Building.                   4.    Services. Tenant shall be responsible for the cost of supplying electricity to the            Rooftop  Equipment,  including  electricity  usage,  installation,  maintenance  and  repair  of  any            Connections and of any separate meter required by Landlord.  Electric usage shall be determined,            at Landlord’s option, either (a) by meter installed by Landlord at Tenant’s sole cost and expense,            or  (b)  by  Landlord’s reasonable estimate  based  upon  the  quantity  of  use  by  Tenant,  the            manufacturer’s specifications for electrical usage of the Rooftop Equipment and any other relevant            factors.  Tenant shall pay Landlord monthly, within thirty (30) days after being billed therefor, for            all electricity used by Tenant or any Tenant Parties in connection with the operation of the Rooftop            Equipment.                   5.    Roof Damage.  Tenant shall, at Tenant’s sole cost and expense, protect the roof            from damage, and shall perform all installations, repairs and maintenance and use the roof in a            manner so as to keep in full force and effect any warranty concerning the roof.  In all cases, Tenant            shall use the roofing contractor designated by Landlord to perform any roof penetration or other            work that may affect the integrity of the roof or the roof warranty.  Any damage to the roof or any            other portion of the Building resulting from Tenant’s installation, operation, use, maintenance or            removal  of  the Rooftop  Equipment,  including  leakage,  water  damage  or  damage  to  the  roof            membrane,  shall  be  repaired  by  Landlord  at  Tenant’s sole  cost  and  expense.   Tenant  shall            reimburse Landlord for any costs and expenses so incurred by Landlord within thirty (30) days            after Landlord’s written request and copies of invoices therefor.                   6.    Compliance With Legal Requirements.  Tenant, at its sole cost and expense, shall            comply with all Legal Requirements relating to the installation, maintenance, operation, use and            removal of the Rooftop Equipment.  Without limiting the generality of the foregoing, Tenant, at            its sole cost and expense, shall be responsible for obtaining, any building permits, and any licenses            or permits which may be required by the Federal Communications Commission (FCC), the Federal            Aviation Administration (FAA) or any other governmental authority having jurisdiction over the            Rooftop Equipment or the Building and shall provide copies of the same to Landlord.                   7.    Radio  Frequency Emitting Equipment.  To the  extent Tenant  is  operating  radio            frequency (RF) emitting equipment on the roof of or inside the Building, Tenant shall cooperate            generally with Landlord and other carriers such that the Building’s rooftop shall be and remain in            compliance  with  all  rules  and  regulations  of  the  U.S.  Occupational  Safety  and  Health            Administration  (“OSHA”)  and  the  FCC  relating  to  guidelines  for  human  exposure  to  radio            frequency or electromagnetic emission levels, as may be issued from time to time, including the              16764.040 4830-2660-4226.6     Exhibit C-1, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         rules and regulations adopted in FCC document OET 65 (which rules and regulations have also            been  adopted  by  OSHA).   If  Landlord  in  its reasonable judgment  believes  that  the Telecom            Equipment, either by itself or in conjunction with other equipment in or on the Building, may            exceed permitted emission levels, then Tenant shall (a) promptly upon Landlord’s written request,            at Tenant’s sole cost and expense, deliver to Landlord a certification or survey report reasonably            acceptable  to  Landlord demonstrating  that  the  Building’s  rooftop  is  in  compliance  with  all            applicable  FCC  and  OSHA  rules  and  regulations  (a “Rooftop  Survey”),  and  (b)  to  the  extent            Tenant’s equipment or the operation thereof directly or indirectly causes the Building’s rooftop            (or any portion thereof)  not  to  be in  compliance with  such rules  and regulations, immediately            remedy any such non-compliance in accordance with Landlord’s directions and at Tenant’s sole            cost and expense.  If Tenant relocates or makes any change to the Telecom Equipment, Landlord            may, at  its  option, require that a new Rooftop Survey be conducted at  Tenant’s  sole cost  and            expense by a firm approved by Landlord in its reasonable discretion.                   8.    Temporary  Removal;  Relocation. Tenant,  at  its  sole  expense,  shall  remove  or            relocate the Rooftop Equipment on a temporary basis and upon ten (10) business days’ notice from            Landlord at any time Landlord determines such removal or relocation is necessary or appropriate            for the expeditious repair, replacement, alteration, improvement or additions to or of the roof or            any area of the Cable Path, or to access any such areas for Project needs. In addition, Landlord            reserves the right to require that the Rooftop Equipment be permanently relocated on ten (10)            business days’ prior notice, to another location on the roof as Landlord shall reasonably designate.                   9.    Termination; Rooftop Equipment As Property of Tenant.  Upon the expiration or            earlier termination of the Lease, Tenant shall immediately cease using the Rooftop Area and Cable            Path and shall, at its own cost and expense, remove the Rooftop Equipment and restore the Rooftop            Area and areas affected by the cabling installations to the condition in which they were found prior            to the installation of the Rooftop Equipment.  The Rooftop Equipment shall be considered personal            property of Tenant; provided, however, if Tenant fails to remove the Rooftop Equipment upon the            expiration or earlier termination of the Lease, it shall be deemed abandoned and may be claimed            by Landlord or removed and disposed of by Landlord at Tenant’s expense.                   10.   Landlord Exculpation.  Tenant assumes full responsibility for protecting from theft            or  damage  the Rooftop  Equipment and  any  other  tools  or  equipment  that  Tenant  may  use  in            connection with the installation, operation, use, repair, maintenance or removal of the Rooftop            Equipment, assumes all risk of theft, loss or damage, and waives all Claims with respect thereto            against Landlord and the other Indemnitees, including any Claims caused by any active or passive            act, omission or neglect of any Indemnitee or by any act or omission for which liability without            fault or strict liability may be imposed, except only, with respect to any Indemnitee, to the extent            such injury, death or damage is caused by the negligence or willful misconduct of such Indemnitee            and not covered by the insurance required to be carried by Tenant under the Lease or except to the            extent such limitation on liability is prohibited by Legal Requirements.  Further, in no event shall            Landlord or any Indemnitees be liable under any circumstances for any consequential damages or            for injury or damage to, or interference with, Tenant’s business, including loss of profits, loss of            rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, resulting from            damage to or any failure or interruption of use of the Rooftop Equipment, however occurring.              16764.040 4830-2660-4226.6     Exhibit C-1, Page 3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               11.   Insurance.  Tenant  shall  cause  the  insurance  policies  required  to  be  maintained            pursuant to Section 13 of the Lease to cover the Rooftop Equipment and any Claims arising in            connection with the presence, use, operation, installation, repair, maintenance, or removal of the            Rooftop Equipment.              16764.040 4830-2660-4226.6     Exhibit C-1, Page 4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT D                                  FORM OF ESTOPPEL CERTIFICATE                                         ________________, 20__                   TO:   2600 CR, LLC and                        PACIFIC LIFE INSURANCE COMPANY                    Address of Landlord:               Address of Lender:                   2600 CR, LLC                       Pacific Life Insurance Company                   2600 Camino Ramon #201             700 Newport Center Drive                   San Ramon, CA 94583                Newport Beach, CA 92660                   Attn:_________________             Attn: Commercial Servicing Operations                                                            Real Estate Investments                                                            Loan No. 219620301                                                       Re:   Bishop  Ranch  Building Lease  dated  _________,  2020 (the  "Lease"),  by  and                        between  FIVE9,  INC., a  Delaware  corporation  ("Tenant"),  and  2600  CR,  LLC                        ("Landlord") covering premises comprised of 104,253 rentable square feet of space                        known as Suites 250 and 350 (the "Premises") within the office building known as                        2600 at Bishop Ranch (the "Improvements") located at 3001 Bishop Drive, San                        Ramon, CA 94583 (the "Property").              Ladies and Gentlemen:                   The  purpose of  this  Tenant  Estoppel  Certificate  (this  "Certificate")  is  to  provide            information to Landlord and PACIFIC LIFE INSURANCE COMPANY, and its successors and            assigns (collectively, the "Lender"), regarding the referenced Premises.  The undersigned is the            tenant under the Lease covering the referenced Premises.             The undersigned Tenant hereby certifies to Lender and Landlord as follows:                   The list of Lease documents attached hereto is a true, correct and complete list of all Lease            documents, including all amendments or modifications thereto, certificates, guarantees, letters of            credit, and all agreements and understandings made between Landlord and Tenant in connection            with the Lease, the Premises, or the Improvements thereon.  There are no other written or oral            agreements or understandings made between Landlord and Tenant in connection therewith.  The            Lease has been duly authorized, executed and delivered by Tenant.  The Lease is in full force and            effect  and  represents  a  valid  and  binding  obligation  of  Tenant,  enforceable  against  Tenant  in            accordance with its terms.                     The Commencement Date has occurred under the Lease.  Tenant has accepted possession            and  now  occupies  the  entirety  of  the  Premises  and  is  open  for  business.  All  improvements              16764.040 4830-2660-4226.6     Exhibit D, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         (including buildings), additions and alterations required to be made by Landlord under the Lease            have been completed and accepted by Tenant.  All tenant improvement allowances to be paid by            Landlord or to be credited to Tenant under the Lease have been fully paid or credited, except as            follows: _________________.                   Neither Tenant, nor, to Tenant’s knowledge, Landlord is in default under the terms and            conditions of the Lease. Tenant does not know of any existing facts or circumstances that, with the            giving of notice or the passage of time, or both, would constitute a default by either Landlord or            Tenant under the Lease.  To Tenant’s knowledge, Tenant has no claims, counterclaims, defenses            or offsets against Landlord under the Lease.                   Tenant has provided a [cash security deposit/letter of credit] in the amount of $476,092.82            to Landlord under the Lease, and such sum has not been refunded.                     The scheduled Monthly Base Rent under the Lease is currently $__________ and has been            paid through _________________.  Except for operating expenses paid in advance installments            and subject to subsequent reconciliation, no rent or any other obligations under the Lease have            been or will be prepaid more than one month in advance.                    Tenant is not entitled to any concessions, rebates or free rent for any period of time after            the date hereof, except as follows: ___________________.                   The term of the Lease commenced on ________________ and expires on ___________.                   Tenant has no option or right to renew or extend the Lease except as provided in Section            2.3 of the Lease.                   Tenant has no right to expand the Premises under the Lease, except as provided in Section            36 of the Lease.                   Tenant has no right to terminate the Lease, except as provided in Sections 14 and 15 of the            Lease.                   Tenant has no option or right (including no right of first refusal) to purchase or otherwise            acquire all or any portion of the Premises or the Property.                   Except as set forth in Section 8 of the Lease, there are no obligations of Landlord to perform            repairs, painting, alterations, or other improvements to the Premises.                     Except  for  operating  expenses  paid  in  advance  installments  and  subject  to  subsequent            reconciliation Tenant has not paid any amounts to or on behalf of Landlord under the Lease that            are required to be, but have not been, reimbursed.                   Tenant has not subleased any portion of the Premises and has not assigned, transferred,            mortgaged or otherwise encumbered all or any portion of its rights or interest under the Lease and            has not entered into any license or concession agreements with respect thereto.              16764.040 4830-2660-4226.6     Exhibit D, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               No modification of the Lease made after the date of this Certificate shall be valid and            binding on Landlord or Lender without Lender’s consent.                    Tenant represents, warrants and covenants neither it nor any person or entity that directly            or indirectly (a) controls it or (b) has an ownership interest in it of forty-nine percent (49%) or            more, appears on the list of Specially Designated Nationals and Blocked Persons ("OFAC List")            published  by  the  Office  of  Foreign  Assets  Control  ("OFAC")  of  the  U.S.  Department  of  the            Treasury.                   All insurance required to be maintained by Tenant under the Lease is presently in effect.                   There is not pending against or contemplated by Tenant, any petition in bankruptcy, any            assignment for the benefit of creditors, or any petition seeking reorganization or arrangement under            the federal bankruptcy laws or those of any state.                   There is no litigation pending or threatened in writing with regard to Tenant’s interest in            the Premises or between the Tenant and Landlord.                   To the best of Tenant’s knowledge, Tenant is in compliance with all laws, ordinances and            regulations relating to its occupancy of the Premises.                    All notices to be given to Tenant or Lender with regard to this Certificate or the Lease shall            be  in  writing  and  shall  be  delivered  in  the  manner  prescribed  in  the  Lease  to  the  following            addresses:  (a) if to Tenant, at the Premises; and (b) if to Lender, at the address for Lender that            appears on page 1 hereof.                   We understand that you and your successors and assigns will rely on the statements and            certifications set forth above and that Lender will rely on the statements and certifications set forth            above in providing financing for the Property.                    To the extent this Certificate is not dated upon receipt, you are authorized to fill in the            applicable date. A pdf of this Certificate shall be deemed an original.                    Notwithstanding the representations herein, in no event shall this Certificate subject Tenant            to any liability in damages, or constitute a waiver with respect to any act of Landlord for which            approval by Tenant was required but not sought or obtained, provided that, as between Tenant and            the above stated addressees, Tenant shall be estopped from denying the accuracy of this Certificate.            No party other than the addressees and their successors and assigns shall have the right to rely on            this Certificate. In no event shall this Certificate amend or modify the Lease.                   Tenant,  by  giving  and  delivering  this  Certificate,  shall  not  be  deemed  to  have  waived            Tenant’s  right  to  be  reimbursed  by  Landlord  for  any  overpayments  of  common  area  charges,              16764.040 4830-2660-4226.6     Exhibit D, Page 3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         additional rent, or other charges payable under the Lease, which overpayments may hereafter be            revealed by an audit; however, Tenant has no current actual knowledge of any such overpayments.              Very truly yours,             TENANT:             FIVE9, INC.,            a Delaware corporation             By:   __________________________________            Print Name: ____________________________            Title: __________________________________              16764.040 4830-2660-4226.6     Exhibit D, Page 4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT A                                       (to Exhibit D to the Lease)              List of all Lease documents, including amendments, certificates of commencement date, letter                                 agreements, guarantees, and letters of credit.                                                                                                                                                                                                                                                                                                                                                                                                                   16764.040 4830-2660-4226.6     Exhibit D, Page 1             





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                             EXHIBIT E                                                           RESERVED PARKING SPACES                                                                           See Attached                   16764.040 4830-2660-4226.6                           Exhibit E, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                       ‘                                                                                                                                                                              16764.040 4830-2660-4226.6                           Exhibit E, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                             EXHIBIT F                                                                      SIGNAGE PLANS                                                                                                                                                             See Attached                    16764.040 4830-2660-4226.6                           Exhibit F, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                                                                                                                                                                                      16764.040 4830-2660-4226.6                           Exhibit F, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                                                                                                                                                                                      16764.040 4830-2660-4226.6                           Exhibit F, Page 3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                                                                                                                                                                                                               16764.040 4830-2660-4226.6                           Exhibit F, Page 4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                                                                                                                                             16764.040 4830-2660-4226.6                           Exhibit F, Page 5 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT G                         ACKNOWLEDGMENT OF COMMENCEMENT OF LEASE             Please  refer  to  that  certain Bishop  Ranch  Building Lease (the  “Lease”) dated            __________________, 2020 by and between 2600 CR, LLC, a Delaware limited liability company            (“Landlord”), and FIVE9, INC., a Delaware corporation (“Tenant”), covering the “Premises” (as            defined in the Lease) located at 3001 Bishop Drive, Suites 250 and 350, San Ramon, California            94583.  All capitalized terms herein shall have the respective meanings given to them in the Lease.             It is hereby agreed to that;             (a)   The Commencement Date under the Lease, and the date for the commencement of Tenant’s                  payment of Base Rent under the Lease, is ______________________, 20___ (subject to                  the Rent Abatement described in Section 3.4 of the Lease);             (b)   The Expiration Date of the Lease is 11:59 p.m. on ____________________, 20__;             (c)   The Base Year for calculating Tenant’s Share of Operating Costs is 2021;             (d)   Landlord has completed all of its construction obligations under the Work Letter.             ACKNOWLEDGED AND ACCEPTED:             Landlord:                                  Tenant:             2600 CR, LLC, a Delaware limited liability FIVE9, INC.,            company                                    a Delaware corporation             By:  QuinnCo, LLC,                 a California limited liability company,                 its Manager                           By:                                                                                                       By: The Alexander Mehran Revocable Trust, Title:                                                                                                   its Manager                                                                               Date:                                              By:  _____________________________                     Name: Alexander R. Mehran, Jr.                     Title: Trustee                                                 Date:                                                        16764.040 4830-2660-4226.6     Exhibit G, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT H                                    EXCLUSIVE USE RESTRICTIONS                                                                Without limiting the use restrictions set forth in the Lease to which this Exhibit is attached, in no            event shall Tenant be permitted to use the Premises for the purposes identified below as a “Tenant’s            Exclusive Use”:                        ●     As a private school or similar business offering any one or more of the following grades:            kindergarten (except for an operation offering kindergarten classes in addition to childcare, such            as  Bright  Horizons),  first,  second,  third,  fourth,  fifth,  sixth,  seventh  and/or  eighth  grade            (“Competitor”), nor may any signage in Bishop Ranch list any Competitor (such restrictions in            Bishop Ranch on the use by or signage of Competitors, being herein “Tenant’s Exclusive Use”).             Notwithstanding the foregoing, Tenant’s Exclusive Use shall not apply to an operation such as            Bright Horizons offering (A) only childcare, or (B) childcare and kindergarten classes.                         ●     As a  childcare  facility  (“Tenant’s  Exclusive  Use”).   Notwithstanding  the  foregoing,            Tenant’s Exclusive Use shall not apply to a school, including a school that operates kindergarten            classes.                          In addition, in no event shall the Premises be used as a flexible workplace center, which means the            following (a “Competing Business”): the operation of a business whose primary purposes shall be            providing office suites and shared office workplaces to members or customers (with or without            individual offices), and offering certain office services incidental to the primary office uses (such            as conference  and  meeting facilities  and  services,  administrative  support,  word  processing,            secretarial  support,  reception  areas,  teleconferencing  capabilities,  high-speed  broadband            connectivity,  furniture  and  office  equipment  usage,  lounge  areas,  breakout  rooms  recreational            areas, and traveling and concierge services).  For the avoidance of doubt, a Competing Business            shall  not  include any  occupant of  the  Project that  is  operating  an “Ancillary  Desk  Sharing            Operation”, which means a sublease or license by an occupant (i.e., ”desk sharing”) to clients,            customers or other parties as an ancillary use to such occupant’s primary use, provided that such            Ancillary Desk Sharing Operation is not (and was not at the time of execution of said occupant’s            occupancy agreement) the operation of a Competing Business.                          In addition, Tenant shall not be in violation of Section 6.1 or Section 16.2 of the Lease in the event            of (a) Tenant’s assignment  of the  Lease to  a  Competing  Business  which  acquires  all  or            substantially all of Tenant’s stock or assets, provided that in no event shall any such assignee use            the Premises for a Competing Business or be permitted to display any Competitor Signage at any            location within the Project,  (b) Tenant’s assignment of the Lease to  a  Competing  Business  in            connection with a merger, consolidation or similar reorganization, provided that in no event shall            any such assignee use space in the Project for a Competing Business or be permitted to display            any Competitor  Signage at  any  location  within  the  Project.  For  purposes of  the  foregoing,            “Competitor Signage” means signage that identifies any Competing Business by its name, trade            name, call letters, trademark or other name or mark recognizable to the general public as that of a            Competing Business.                16764.040 4830-2660-4226.6         Exhibit H 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                           EXHIBIT I                                            FORM OF SNDA             RECORDING REQUESTED BY AND            WHEN RECORDED RETURN TO:             Pacific Life Insurance Company            700 Newport Center Drive            Newport Beach, CA 92660            Attn: Real Estate Investments                  Loan No.  219620301                                  Space Above This Line for Recorder’s Use                              SUBORDINATION, NON-DISTURBANCE, AND                                    ATTORNMENT AGREEMENT                   THIS   SUBORDINATION,      NON-DISTURBANCE,       AND     ATTORNMENT            AGREEMENT (this "Agreement") is made as of ____________________, 2020 (the "Effective            Date"),  by  and  among  PACIFIC  LIFE INSURANCE  COMPANY,  a  Nebraska  corporation            (together  with  its  successors  and  assigns,  "Lender"), FIVE9,  INC., a  Delaware  corporation            ("Tenant"), and 2600 CR, LLC, a Delaware limited liability company ("Landlord").                                               RECITALS                   A.    Landlord is the current owner of those certain premises commonly known as 2600            Bishop Ranch located in San Ramon, Contra Costa County, California, more particularly described            in Exhibit A attached hereto (the "Real Estate").                   B.    Lender has made a loan (the "Loan") to Landlord pursuant to a term loan agreement,            by Landlord and Lender (together with all amendments thereto and restatements thereof, whether            before or after the Effective Date, collectively, the "Loan Agreement"), which Loan is evidenced            by one or more promissory notes (together with all amendments, restatements, extensions, and            replacements  thereof  and  thereto,  whether  before  or  after  the  Effective  Date,  collectively,  the            "Note"), by Landlord payable to the order of Lender.                   C.    Landlord’s obligations under the Note, the Loan Agreement, and all other “Loan            Documents” (as  defined  in  the  Loan  Agreement),  are  secured  by  that  certain  Deed  of  Trust,            Financing Statement and Security Agreement (With Assignment of Rents and Fixture Filing), by            Landlord in favor and for the benefit of Lender, dated September 16, 2019, and recorded in the            Official  Records  of  Contra  Costa  County,  California,  as  Instrument  No.  20199015279700031            (together  with  all  amendments  thereto  and  restatements  thereof,  whether  before  or  after  the            Effective Date, the "Security Instrument").              16764.040 4830-2660-4226.6      Exhibit I, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               D.    The Security Instrument encumbers, among other things, Landlord’s entire interest            in the Real Estate and the current and future improvements (the "Improvements") situated thereon            (collectively, the "Property").                   E.    Under the terms of that certain Bishop Ranch Building Lease dated _________,            2020 (the  "Lease"),  Landlord  leased  to  Tenant  a  portion  of  the  Property,  as  more  particularly            described in the Lease (the "Leased Premises").                   NOW THEREFORE, to confirm the legal effect of the Security Instrument and the Lease            and, in consideration of the covenants contained herein and other good and valuable consideration,            the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as            follows:                                             AGREEMENTS                   1.    Subordination.                         (a)   The Lease and the leasehold estate created by the Lease and all of Tenant’s            rights under the Lease are and at all times shall be subordinate to the lien and charge of the Security            Instrument  and  all  terms  and  conditions  contained  therein,  and  to  all  substitutions,  renewals,            modifications, and amendments thereto (including, without limitation, any of the foregoing that            increase the indebtedness secured thereby), subject to the terms and conditions set forth in this            Agreement.                         (b)   Notwithstanding anything to the contrary contained herein or in the Lease,            Tenant acknowledges and agrees that Lender has a claim superior to Tenant’s claim for insurance            proceeds and for condemnation awards, if any, received with respect to the Improvements or the            Property, other than insurance proceeds payable solely to Tenant for Tenant’s personal property            pursuant to the terms of the Lease or condemnation awards payable directly and solely to Tenant            by the condemning authority. Tenant acknowledges and agrees that notwithstanding anything to            the  contrary  contained  in  the  Lease,  all  insurance  proceeds  and  condemnation  awards  for            Improvements  and  the  Property  shall  be  disbursed  and  applied  in  accordance  with  the  Loan            Documents and this Agreement.                   2.    Non-Disturbance. In the event of foreclosure of the Security Instrument (by judicial            process,  power  of  sale,  or  otherwise)  or  conveyance  in  lieu  of  foreclosure  (collectively,  such            foreclosure or conveyance in lieu thereof is called "Foreclosure"), which Foreclosure occurs prior            to  the  expiration  date  of  the  Lease,  including  any  extensions  and  renewals  of  the  Lease  now            provided and hereafter exercised thereunder, and so long as Tenant is not in default under any of            the terms, covenants, and conditions of the Lease beyond any applicable grace or cure period,            Lender  agrees that  Lender  shall  take  no  action  that  disturbs  Tenant  in  its  quiet  and  peaceful            possession  of  the  Leased  Premises,  subject  to  the  terms  and  conditions  of  the  Lease  and  this            Agreement. Lender and Tenant agree that the covenant of quiet and peaceful possession of the            Leased Premises as set forth in this Section 2 is intended to be binding on any person or entity,            including Lender, who takes title to the Property as a result of a Foreclosure ("Purchaser"). Lender            shall have no liability for any acts or omissions of any Purchaser for violating such covenant or            otherwise, unless Lender or a wholly owned affiliate of Lender is the Purchaser.              16764.040 4830-2660-4226.6      Exhibit I, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               3.    Attornment.  In  the  event  Foreclosure  occurs  prior  to  the  expiration  date  of  the            Lease, including any extensions and renewals of the Lease now provided and hereafter exercised            thereunder, then notwithstanding the subordination of the Lease provided for herein, Tenant shall            attorn to Purchaser and recognize Purchaser as Tenant’s landlord under the Lease.  So long as            Tenant  is in  possession  of  the  Leased  Premises  and  is  not  in  default  under  any  of  the  terms,            covenants, and conditions of the Lease beyond any applicable grace or cure period, Purchaser shall            recognize and accept Tenant as its tenant thereunder, whereupon the Lease shall continue, without            further agreement, in full force and effect as a direct lease between Purchaser and Tenant for the            remaining term thereof, together with all extensions and renewals now provided thereunder, upon            the same terms, covenants, and conditions as therein provided, subject to the provisions contained            in Section 4 and Section 8 below. Tenant shall thereafter make all rent payments directly to or at            the direction of Purchaser, subject to the limitations and other provisions contained in Section 4            and Section 8 below. Landlord hereby authorizes Tenant to make such rent payments directly to            Purchaser and waives all claims against Tenant for any sums so paid at Purchaser’s request and            direction.  Such  attornment  as  provided  herein  shall  be  self-operative  without  further  aid  or            execution  of  further  instruments  by  parties  to  this  Agreement,  immediately  upon  Purchaser            succeeding to the interest of Landlord under the Lease.                    4.    Limitation of Liability. Notwithstanding anything to the contrary contained herein            or in the Lease, in the event Foreclosure occurs prior to the expiration date of the Lease, including            any extensions and renewals of the Lease now provided and hereafter exercised thereunder, the            liability of Purchaser shall be limited as set forth below in Section 8. In addition, Purchaser also            shall not:                         (a)   be liable to Tenant for any act, omission, or default on the part of the original            Landlord or any other landlord under the Lease and Tenant shall have no right to assert the same            or any damages arising therefrom as (i) a claim, defense, or deficiency against Purchaser or its            successors  or  assigns,  or  (ii) an  offset  against  Purchaser  or  its  successors  or  assigns.            Notwithstanding the foregoing, with respect to uncured defaults of a prior landlord under the Lease            that are susceptible of cure by Purchaser and are continuing on the date Purchaser acquires title to            the Property (the "Transfer Date"), and for which liability of Purchaser is not excluded by other            subsections of this Section 4 ("Continuing Defaults"), Tenant shall have the same remedies against            Purchaser as it would have against the prior landlord, but Purchaser shall be liable for damages            only to the extent they accrue after the Transfer Date;                         (b)   be liable to Tenant for the return of any deposit, rental security, or any other            sums deposited with the original Landlord or any other landlord under the Lease and not delivered            to Purchaser, as the case may be; provided that Purchaser shall be liable to Tenant under the terms            of the Lease to the extent of any such deposit or rental security actually received by Purchaser that            is free and clear of any interest of Landlord or any other landlord under the Lease;                         (c)   be bound by any cancellation, surrender, or termination of the Lease (except            those Tenant cancellation, surrender, or termination rights expressly contemplated by the Lease            that  do  not  require  Landlord’s  prior  consent),  or  by  any  amendment,  waiver  of  rights,  or            modification of the Lease after the Effective Date, in each case if not consented to in writing by            Lender, which consent will not be unreasonably withheld, conditioned, or delayed;               16764.040 4830-2660-4226.6      Exhibit I, Page 3 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                     (d)   be liable for, bound by or subject to any defense or offset on Tenant’s part            for any payment of rent more than 30 days in advance of the date due under the terms of the Lease,            nor for the return of any sums, including letters of credit, which Tenant may have paid or delivered            to  Landlord under the Lease as  and for security deposits, advance rentals or otherwise, unless            Lender or Purchaser actually received such rent or such sums are actually delivered to Lender, or            Lender has consented to such advance payment in writing, which consent Lender may grant or            withhold in its sole and absolute discretion;                         (e)   be bound by any warranty or representation of Landlord relating to work            performed prior to the Transfer Date by or on behalf of Landlord or any predecessor landlord under            the Lease;                         (f)   be  liable  to  Tenant  for  construction,  restoration,  or  repair,  or  delays  in            construction, restoration, or repair, of the Improvements or the portion thereof leased to Tenant            under  the  Lease  or  any  tenant  improvements  (including,  without  limitation,  any  tenant            improvement allowances); provided, however, the foregoing is not intended to limit, waive, or            eliminate any restoration or repair obligations of Purchaser as the landlord under the Lease with            respect to matters first arising after the Transfer Date or matters that arose prior to, but have not            yet been restored or repaired as of, the Transfer Date; or                         (g)   be bound by any purchase option or right of first offer or first refusal or            similar right to purchase the Property or any portion thereof granted to Tenant under the Lease.                   5.    Further  Documents.  Except  as  expressly  provided  for  herein,  the  foregoing            provisions shall be self-operative and effective without the execution of any further instruments            on the part of any party hereto. Tenant agrees, however, to execute and deliver to Lender, Purchaser            or to any person to whom Tenant agrees to attorn pursuant hereto such other instruments as Lender,            Purchaser or such person shall reasonably request in order to confirm said attornment.                   6.    Notice and Cure. Tenant agrees that if a default by Landlord occurs under the Lease:                         (a)   A copy of each notice given to Landlord pursuant to the Lease shall also be            given simultaneously to Lender, and no such notice shall be effective for any purpose under the            Lease unless so given to Lender; and                         (b)   If Landlord fails to cure any default within the time prescribed by the Lease            (or within a reasonable time if no such time period is provided), Lender shall have an additional            30 days after the later of (i) the expiration of Landlord’s cure period or (ii) Lender’s receipt of            Tenant’s written notice of such default within which to cure such default (if curable by Lender            within such 30-day period) before Tenant has the right to terminate the Lease or exercise any self-           help rights from which a right of setoff would arise. If such default cannot reasonably be cured by            Lender within such additional 30-day period because in order to cure such failure Lender must            acquire control or ownership of the premises demised under the Lease, then Lender shall have such            additional time as may be reasonably necessary to diligently pursue foreclosure proceedings or            otherwise acquire title to or control of the Improvements, if such proceedings are commenced            within such additional 30-day period and thereafter diligently pursued to completion.              16764.040 4830-2660-4226.6      Exhibit I, Page 4 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                               7.    Notices. All notices, demands, and requests given or required to be given hereunder            shall be in writing and shall be deemed to have been properly given when personally served or if            sent by U.S. registered or certified mail, postage prepaid, or by recognized overnight delivery            service, addressed as set forth below when received. Concurrently with the delivery of any such            notice, demand, or request sent to Lender by one of the methods specified in the immediately            preceding sentence, a copy thereof shall also be sent by email to Lender at the email address for            Lender sent forth below.                   Lender:  PACIFIC LIFE INSURANCE COMPANY                           700 Newport Center Drive                           Newport Beach, California 92660                           Attn: Commercial Servicing Operations                                 Real Estate Investments                                 Loan No.  219620301                            Email: REDocumentManagement@pacificlife.com                   Tenant:  FIVE9, INC.                           3001 Bishop Drive, Suite 350                           San Ramon, CA 94583                           Attn: General Counsel                   Landlord: 2600 CR, LLC                               c/o Sunset Development Company                           2600 Camino Ramon, Suite 201                           San Ramon, CA 94583                           Attn: General Counsel                                     8.    Limitation of Personal Liability. Notwithstanding anything to the contrary herein            or in the Lease, Purchaser shall have no obligation, nor incur any liability, beyond the interest, if            any, of Purchaser in the Property. In calculating Purchaser’s interest in the Property, the fair market            value of the Property shall be reduced by the greatest of the following: (a) the actual aggregate            amount of any financing secured by a lien on the Property; (b) if there is no such secured financing,            then a deemed aggregate amount of financing equal to 80% of the fair market value of the Property;            or (c) if Lender or an affiliate of Lender is the Purchaser, then the amount of the Loan indebtedness            (including principal, interest and all other amounts payable by Landlord in respect of the Loan) at            the time of Foreclosure. Upon any subsequent sale or transfer of the Property by any Purchaser,            the  selling  or  transferring  Purchaser  shall  be  released  from  all  further  duties,  liabilities  and            obligations to Tenant and its successors or assigns arising or accruing under the Lease from and            after the date of such sale or transfer. By executing this Agreement, Landlord agrees that nothing            contained  in  this Section 8 shall  impair,  limit,  affect,  lessen,  abrogate  or  otherwise  modify            Landlord’s obligations to Tenant under the Lease.                   9.    Binding  Effect.  Upon  mutual  execution  of  this  Agreement  by  all  of  the  parties            hereto, the terms, covenants, and conditions of this Agreement shall inure to the benefit of and be              16764.040 4830-2660-4226.6      Exhibit I, Page 5 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         binding upon the parties hereto and their respective heirs, executors, administrators, successors            and assigns.                   10.   Modification. This Agreement may not be modified orally or in a manner other than            by an agreement signed by the parties hereto or their respective successors in interest.                   11.   Choice of Law. This Agreement shall be governed by the internal law (and not the            law of conflicts) of the State of California.                   12.   Counterparts. This Agreement may be executed in two or more counterparts, all of            which,  when  taken  together,  shall  constitute  one  and  the  same  original.  Tenant  and  Landlord            hereby authorize Lender to fill in applicable dates and recording information in this Agreement.                    IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be            duly executed as of the Effective Date.                        [Remainder of page intentionally left blank; signature pages follow]                           16764.040 4830-2660-4226.6      Exhibit I, Page 6 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                          Tenant’s Signature Page for Subordination, Non-Disturbance, and Attornment Agreement                                                                                                      TENANT:                                                  ________________________________________                                                  By:                                                                                  Name:                                                                                Title:                                                                                By:                                                                                  Name:                                                                                Title:                                                                                Address: [See Section 7 above.]                                                                                                                                                          16764.040 4830-2660-4226.6      Exhibit I, Page 7 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                NOTARY ACKNOWLEDGMENT             A notary public or other officer completing this certificate verifies only the identity of the            individual who signed the document to which this certificate is attached, and not the truthfulness,            accuracy, or validity of that document.             State of California                 )              County of ______________            )                           On  ____________________,  before  me,  ____________________________,  a  Notary  Public,            personally  appeared  ____________________________,  who  proved to  me  on  the  basis  of            satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument            and  acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their  authorized            capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity            upon behalf of which the person(s) acted, executed the instrument.             I  certify  under  PENALTY  OF  PERJURY  under  the  laws  of  the  State  of  California  that  the            foregoing paragraph is true and correct.             WITNESS my hand and official seal.              Signature                                                                                                     16764.040 4830-2660-4226.6      Exhibit I, Page 8 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                         Landlord’s Signature Page for Subordination, Non-Disturbance, and Attornment Agreement                                                              LANDLORD:                                                  _____________________________, a                                                 ___________________________________                                                                                                                                                    By:                                                                                      Name:                                                    _______________________________                                                    Title:                                                    ________________________________                                                  Address: [See Section 7 above.]                                                                                                       16764.040 4830-2660-4226.6      Exhibit I, Page 9 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                NOTARY ACKNOWLEDGMENT             A notary public or other officer completing this certificate verifies only the identity of the            individual who signed the document to which this certificate is attached, and not the truthfulness,            accuracy, or validity of that document.             State of California                 )              County of Contra Costa              )                           On  ____________________,  before  me,  ____________________________,  a  Notary  Public,            personally  appeared ____________________________,  who  proved  to  me  on  the  basis  of            satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument            and  acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their  authorized            capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity            upon behalf of which the person(s) acted, executed the instrument.             I  certify  under  PENALTY  OF  PERJURY  under  the  laws  of  the  State  of  California  that  the            foregoing paragraph is true and correct.             WITNESS my hand and official seal.              Signature                                                  16764.040 4830-2660-4226.6     Exhibit I, Page 10 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                          Lender’s Signature Page for Subordination, Non-Disturbance, and Attornment Agreement                                                                 LENDER:                                                    PACIFIC LIFE INSURANCE COMPANY,                                                   a Nebraska corporation                                                    By:                                                                                    Name:                                                                                  Title:                                                                                                                                                                                          Address: [See Section 7 above.]                                                                                                       16764.040 4830-2660-4226.6     Exhibit I, Page 11 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                NOTARY ACKNOWLEDGMENT             A notary public or other officer completing this certificate verifies only the identity of the            individual who signed the document to which this certificate is attached, and not the truthfulness,            accuracy, or validity of that document.             State of California                 )              County of Orange                    )                           On  ____________________,  before  me,  ____________________________,  a  Notary  Public,            personally  appeared  ____________________________,  who  proved  to  me  on  the  basis  of            satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument            and  acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their  authorized            capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity            upon behalf of which the person(s) acted, executed the instrument.             I  certify  under  PENALTY  OF  PERJURY  under  the  laws  of  the  State  of  California  that  the            foregoing paragraph is true and correct.             WITNESS my hand and official seal.              Signature                                                                                                   16764.040 4830-2660-4226.6     Exhibit I, Page 12 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT A                                        Description of Real Estate             THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN            RAMON, IN THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AND IS            DESCRIBED AS FOLLOWS:                        TRACT A:                        A CONDOMINIUM COMPRISED OF:                        PARCEL ONE:                        UNIT 5, AS CORRECTED BY THOSE CERTAIN CORRECTION DEEDS RECORDED            OCTOBER 27, 2017 AS INSTRUMENT NOS. 2017-0203067-00 AND 2017-0203069-00,            BOTH OF  OFFICIAL RECORDS, AS SAID UNIT IS DEPICTED ON THAT CERTAIN            CONDOMINIUM  PLAN  ENTITLED  "CONDOMINIUM  PLAN  FOR  2600  CAMINO            RAMON, SAN RAMON, CALIFORNIA", WHICH PLAN (THE "ORIGINAL PLAN") IS            ATTACHED  TO  THAT  CERTAIN  DECLARATION  OF  COVENANTS,  CONDITIONS,            AND  RESTRICTIONS  AND  RESERVATION  OF  EASEMENTS  FOR  2600  CAMINO            RAMON  CONDOMINIUM  PROJECT  RECORDED  DECEMBER  27,  2013  AS            INSTRUMENT  NO.  20130295538,  OFFICIAL  RECORDS  (THE  "ORIGINAL            DECLARATION"),  AND  WHICH  ORIGINAL  PLAN  WAS  AMENDED  BY  THAT            CERTAIN  FIRST  AMENDED  PLAN    FOR  2600  CAMINO  RAMON,  SAN  RAMON            CALIFORNIA  DATED  JUNE  2017  (HEREIN  THE  "FIRST  AMENDED  PLAN")  AND            WHICH  ORIGINAL  DECLARATION  WAS  AMENDED  BY  THAT  CERTAIN  FIRST            AMENDED  DECLARATION  OF  COVENANTS,  CONDITIONS  AND  RESTRICTIONS            AND RESERVATION OF EASEMENTS FOR 2600 CAMINO RAMON CONDOMINIUM            PROJECT RECORDED OCTOBER 30, 2017 AS INSTRUMENT NO. 2017-0203975 (THE            "FIRST AMENDED DECLARATION").  THE FIRST AMENDED PLAN IS ATTACHED            TO THE FIRST AMENDED DECLARATION. THE ORIGINAL PLAN AS AMENDED BY            THE  FIRST  AMENDED  PLAN  SHALL  HEREAFTER  BE  REFERRED  TO  AS  THE            "PLAN"  AND  THE  ORIGINAL  DECLARATION  AS  AMENDED  BY  THE  FIRST            AMENDED  DECLARATION  AND  AS  FURTHER  AMENDED  BY  THAT  CERTAIN            SECOND  AMENDMENT  TO  THE  DECLARATION  OF  COVENANTS,  CONDITIONS            AND  RESTRICTIONS  AND  RESERVATION  OF  EASEMENTS  FOR  2600  CAMINO            RAMON  CONDOMINIUM  ASSOCIATION,  RECORDED  NOVEMBER  5,  2018  AS            INSTRUMENT NO. 2018-0179778-00, OF OFFICIAL RECORDS SHALL HEREAFTER            BE REFERRED TO AS THE "DECLARATION" AND WHICH UNITS ARE DEFINED IN            AND MADE SUBJECT TO THE DECLARATION; SAID UNITS BEING SITUATED ON            PARCEL  1  AS  SAID  PARCEL  IS  SHOWN  UPON  THAT  CERTAIN  MAP  ENTITLED            "PARCEL MAP MS 901-13 FOR CONDOMINIUM PURPOSES", FILED IN THE OFFICE            OF THE RECORDER, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA ON            OCTOBER 28, 2013, IN BOOK 208 OF MAPS, AT PAGE 31 AND 32.                        PARCEL TWO:              16764.040 4830-2660-4226.6     Exhibit I, Page 13 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                     AN  UNDIVIDED  98.787%  INTEREST  IN  COMMON,  AS  CORRECTED  BY  THOSE            CERTAIN CORRECTION DEEDS RECORDED OCTOBER 27, 2017 AS INSTRUMENT            NOS.  2017-0203068-00  AND  2017-0203069-00  OF  OFFICIAL  RECORDS,  IN  THE            COMMON  AREA  AS  DEFINED  IN  THE  DECLARATION  AND  DEPICTED  ON  THE            PLAN.                        EXCEPTING AND RESERVING FROM SUCH PARCEL TWO THE FOLLOWING:                        1. ALL THE CONDOMINIUM UNITS DEPICTED ON THE PLAN AND DEFINED  IN            THE  DECLARATION  OTHER  THAN  THE  CONDOMINIUM  UNIT  DESCRIBED  IN            PARCEL ONE ABOVE.                        2. THE EXCLUSIVE COMMON AREAS AS DEPICTED ON THE PLAN AND DEFINED            IN  THE  DECLARATION  WHICH  ARE  SET  ASIDE  AND  ALLOCATED  FOR  THE            EXCLUSIVE USE OF THE OWNERS OF THE CONDOMINIUMS OTHER THAN THE            CONDOMINIUM UNIT DESCRIBED IN PARCEL ONE ABOVE.                        3. THE SPECIAL EXCLUSIVE COMMON AREAS AS DEPICTED ON THE PLAN AND            DEFINED IN THE DECLARATION WHICH ARE SET ASIDE AND ALLOCATED FOR            THE EXCLUSIVE USE OF THE OWNERS OF THE CONDOMINIUMS OTHER THAN            THE CONDOMINIUM UNIT DESCRIBED IN PARCEL ONE ABOVE.                        4.  NON-EXCLUSIVE  EASEMENTS    FOR  ACCESS,  INGRESS,  EGRESS,  SUPPORT,            UTILITIES  AND  OTHER  RIGHTS,  OVER,  UNDER,  UPON  AND  THROUGH  THE            COMMON  AREA,  APPURTENANT  TO  ALL  UNITS,  AS  SAID  EASEMENTS  AND            RIGHTS ARE DEFINED IN THE DECLARATION.                        5. ALL OTHER EASEMENTS AS PROVIDED FOR IN THE DECLARATION.                        PARCEL THREE:                        A NON-EXCLUSIVE EASEMENT, APPURTENANT TO PARCEL ONE ABOVE,  FOR            ACCESS, INGRESS, EGRESS, SUPPORT, UTILITIES AND ALL OTHER EASEMENTS            AND  RIGHTS,  OVER,  UNDER,  UPON  AND  THROUGH  THE  COMMON  AREAS  AS            SAID EASEMENTS AND RIGHTS ARE DEFINED IN THE DECLARATION.                        PARCEL FOUR:                        THE  EXCLUSIVE  RIGHT  TO  THE  USE,  POSSESSION  AND  ENJOYMENT  OF  THE            EXCLUSIVE  COMMON  AREAS,  APPURTENANT  TO  PARCEL  ONE  ABOVE,  AS            DEFINED IN THE DECLARATION AND DEPICTED ON THE PLAN, WHICH ARE SET            ASIDE AND ALLOCATED FOR THE EXCLUSIVE USE OF THE OWNER OF THE UNIT            TO WHICH THEY ARE ADJACENT OR ASSIGNED.                        PARCEL FIVE:              16764.040 4830-2660-4226.6     Exhibit I, Page 14 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                     THE  EXCLUSIVE  RIGHT  TO  THE  USE,  POSSESSION  AND  ENJOYMENT  OF  THE            SPECIAL EXCLUSIVE COMMON AREAS, APPURTENANT TO PARCEL ONE ABOVE,            AS DEFINED IN THE DECLARATION AND DEPICTED ON THE PLAN, WHICH ARE            SET ASIDE AND ALLOCATED FOR THE EXCLUSIVE USE OF THE OWNER OF THE            UNIT TO WHICH THEY ARE ADJACENT OR ASSIGNED.                        APN: 213-133-093 (UNIT 5) AND 213-133-096 PORTION (COMMON AREA)                        TRACT B:                        PARCEL SIX:                        PARCEL B AS SHOWN ON PARCEL      MAP MS 901-15 ON THAT CERTAIN PARCEL            MAP FILED IN BOOK 209 OF MAPS PAGE 49.                        APN: 213-133-097 (PARKING GARAGE)                                    APN:  213-133-093, 213-133-096, 213-133-097                                                   16764.040 4830-2660-4226.6     Exhibit I, Page 15 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                          EXHIBIT J                                        EXISTING EXCLUSIVES                                                                LIST OF AT&T SIGNIFICANT COMPETITORS:                   (1)   Verizon                  (2)   Century Link/Qwest                  (3)   LEVEL 3/ Global Crossing                  (4)   BT                  (5)   Sprint                  (6)   Time Warner                  (7)   Orange                  (8)   Comcast                  (9)   XO                  (10)  Cox                        LIST OF SAP COMPETITORS:                   (1)   Oracle*                  (2)   Workday*                  (3)   Salesforce*                  (4)   NetSuite*                        *Any name to which any of the foregoing is legally changed                        In addition to the foregoing, and without limiting the restrictions on use of the Premises set forth            in Section 6.1 of the Lease, it shall be reasonable for Landlord to withhold its consent to a proposed            Transferee which owns, controls, or includes a group, subsidiary, or division which operates one            or more Competing Businesses (as defined in Exhibit H attached to the Lease) unrelated to (and            outside  of)  the  Project, if operating  Competing Businesses  is  such  entity’s  primary  business            purpose.                          16764.040 4830-2660-4226.6      Exhibit J, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                             EXHIBIT K                                                              INTENTIONALLY OMITTED                                                                                                                    16764.040 4830-2660-4226.6                           Exhibit K, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                             EXHIBIT L                                                             EXISTING FF&E (Page 1 of 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                16764.040 4830-2660-4226.6                           Exhibit L, Page 1 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                             EXHIBIT L                                                             EXISTING FF&E (Page 2 of 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   16764.040 4830-2660-4226.6                           Exhibit L, Page 2 





 






DocuSign Envelope ID: F5DC2F2D-CB38-4E4C-B118-0C88821B771C947F8438-542D-4D8F-9A8A-36057F026BCA390393F4-EE01-4D38-B0C6-A9BBF1B23F9D                                                                                                                          16764.040 4830-2660-4226.6                           Exhibit L, Page 3