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 loading docks and the area beneath and above the Subleased Premises,together with the right to install, maintain,use, and replace ducts, wires, conduits and pipes leading through the Subleased Premises inlocations which will not materially interfere with Sublessee’s use of the Subleased Premises.Sublessee shall have no rights to use or access the solar panels located on Building 2051 and allelectricity generated therefrom, together with all credits, offsets, tax benefits and otherincentives derived therefrom, shall belong to and inure solely to the benefit of Sublessor.          C. No later than the Commencement Date (as defined in Paragraph 3.A. below), Sublessor, atSublessor’s sole cost and expense, shall (i) separately demise and construct the Sublessee’s1st Floor Lobby, (ii) close-off access to the Building 2051 central atrium from thesecond floor; (iii) install an E-Mon D-Mon electrical meter to monitor electrical usage to theSubleased Premises and (iv) remove all of its furniture, fixtures and equipment, including its datacabling and the water filtration systems from the Subleased Premises (collectively, the“**Sublessor’s Work**”; items (i) through (iii) of the Sublessor’s Work shall sometimes be referred tocollectively herein as the “**Sublessor’s Construction Work**”). The Sublessor’s Work shall be subjectto Master Lessor’s approval of all plans and specifications therefor (to the extent required underthe Master Lease) and constructed in accordance with the floor plan and specifications attachedhereto as Exhibit C and in compliance with all applicable Laws (as defined in the MasterLease), in a good and workmanlike manner, free of defects and using new materials and equipment ofgood quality. Within five (5) business days after the date of Sublessor’s completion of theSublessor’s Work, Sublessee shall have the right to submit a written “punch list” to Sublessor,setting forth any defective item of construction, and Sublessor shall promptly cause such items tobe corrected. Sublessee’s acceptance of the Sublessor’s Work or the submission of a “punch list”with respect thereto shall not be deemed a waiver of Sublessee’s right to have latent defects inthe Sublessor’s Construction Work that are identified by written notice to Sublessor delivered nolater than eleven (11) months following the Commencement Date repaired at no cost to Sublessee.Provided Sublessee shall give notice to Sublessor of such latent defects within eleven (11) monthsfollowing the Commencement Date, Sublessor shall cause the repair of such defect as soon aspracticable. Upon the expiration or earlier termination of this Sublease, Sublessee shall not beobligated to remove the Sublessor’s Work.     3. Term:          A. Term. The term (the “**Term**”) of this Sublease shall be for the period commencing onthe earlier to occur of (i) October 1, 2010 and (ii) the date upon which Sublessee commencesbusiness in the Subleased Premises (the “**Commencement Date**”) and ending on January 31, 2014 (the“**Expiration Date**”), unless this Sublease is sooner terminated pursuant to its terms or the MasterLease is sooner terminated pursuant to its terms.          B. Early Possession. Provided Master Lessor has consented to this Sublease asrequired under Paragraph 26 hereof, Sublessee shall be permitted early access to the SubleasedPremises commencing on July 1, 2010 (“Delivery Date”) for the purposes of performing improvementspermitted by this Sublease and otherwise preparing the Subleased Premises for occupancy. Suchoccupancy (i) shall be subject to all of the provisions of this Sublease, except for the obligationto pay Expenses and Taxes (as such terms are defined in the Master Lease), Sublessor and MasterExpenses (as defined in Paragraph 4.B. below) and Base Rent (as defined in Paragraph 4.A. below)(provided that, without limiting the foregoing, Sublessee shall be required to pay for allutilities, after-hours charges and special services consumed or requested by Sublessee during suchperiod); (ii) shall not unreasonably interfere with or delay completion of Sublessor’s Work; and(iii) shall not advance the Expiration Date of this Sublease. If, in Sublessor’s reasonablejudgment, Sublessor determines that such access shall interfere with, hamper, delay or preventSublessor from proceeding with the completion of Sublessor’s Work, Sublessor may deny Sublesseeearly access hereunder for the period reasonably necessary to permit Sublessor to proceed with thecompletion of the Sublessor’s Work. Sublessee
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shall give Sublessorreasonable prior notice of its need for early access and shall comply with Sublessor’sreasonable security measures during such early access.          C. No Option to Extend. The parties hereby acknowledge that the expiration date ofthe Master Lease is January 31, 2014 and that Sublessee has no option to extend the Term of thisSublease. Notwithstanding the foregoing, Sublessor acknowledges that Sublessee may pursuenegotiations with Master Lessor for a direct lease with Master Lessor permitting Sublessee toextend its occupancy of the Subleased Premises for a term commencing immediately after theExpiration Date. If Sublessee enters into such an agreement with Master Lessor and Master Lessorexpressly releases Sublessor in writing from all of its surrender obligations under the MasterLease with respect to the Subleased Premises, then Sublessor agrees that Sublessee will be excusedfrom its obligation to surrender possession of the Subleased Premises on the Expiration Date.Notwithstanding the foregoing, Sublessee agrees that no such agreement with the Master Lessor willresult in the termination of Sublessor’s existing expansion or extension options with respect tothe Premises under the Master Lease other than extinguishing such extension rights with respect tothe Subleased Premises. The parties acknowledge and agree that Master Lessor has no obligation tonegotiate with Sublessee for or agree to any direct lease with Sublessee or to excuse Sublessor’ssurrender obligations as described above.     4. Rent:          A. Base Rent. Sublessee shall pay to Sublessor as base rent for the SubleasedPremises for each month during the Term the amount of Fifty-Six Thousand One Hundred Sixty-Two and50/100 Dollars ($56,162.50) per month (“**Base Rent**”). Base Rent and Additional Rent, as defined inParagraph 4.B below, shall be paid on or before the first (1st) day of each month. Base Rent andAdditional Rent for any period during the Term hereof which is for less than one (1) month of theTerm shall be a pro rata portion of the monthly installment based on a thirty (30) day month. BaseRent and Additional Rent shall be payable without notice or demand and without any deduction,offset, or abatement, in lawful money of the United States of America. Base Rent and AdditionalRent shall be paid directly to Sublessor at 2061 Stierlin Court, Mountain View, California94043-4655, Attention: Accounts Receivable, or such other address as may be designated in writingby Sublessor.          B. Sublessor and Master Expenses.               (i) Sublessor Expenses. In addition to Base Rent, Sublessee shall pay to Sublessorits pro rata share (“**Building Pro Rata Share**”), based on the ratio of the square footage of theSubleased Premises to the square footage of Building 2051 (48.70%), of all costs, expenses anddisbursements of any kind paid or incurred by Sublessor for the maintenance and repair of Building2051, including the Interior Common Areas, the parking and other exterior areas serving Building2051 to the extent made the obligation of Sublessor pursuant to the Master Lease, the monumentsignage for Building 2051, the roof and the exterior of Building 2051 to the extent made theobligation of Sublessor pursuant to the Master Lease, any building systems that are the obligationof Sublessor to maintain and repair pursuant to the Master Lease, and for utilities for Building2051 to the extent such utilities are not separately metered to the Subleased Premises (the“**Sublessor Expenses**”). Sublessor’s Expenses shall include Sublessor’s reasonable allocation toBuilding 2051 of expenses incurred for both Building 2051 and Building 2061. Notwithstanding theforegoing, in the event that Sublessor reasonably determines that an expense has been incurredentirely for the benefit of the Subleased Premises or that the Subleased Premises receive anon-proportional benefit from any expense, Sublessor may allocate all or a greater portion of suchexpense to Sublessee and the Subleased Premises. In addition, if Sublessor incurs an expense thatbenefits only the ground floor of Building 2051 or the ground floorreceives a non-proportional benefit from any expense, then Sublessor shall allocate all or agreater portion of such expense to Sublessor and the ground floor of Building 2051.
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               (ii) Master Expenses. In addition, Sublessee shall pay to Sublessor its pro ratashare (“**Premises Pro Rata Share**”), based on the ratio of the square footage of the SubleasedPremises to the square footage of the Premises (28.37%) of all other amounts payable by Sublessorunder the Master Lease for operating or other expenses, including Expenses and Taxes described inSection IV of the Master Lease and insurance and elevator maintenance and repair (“**MasterExpenses**”). Notwithstanding the foregoing, if the Premises are not fully occupied in any calendaryear, Sublessor shall make an appropriate adjustment, in accordance with industry standards andsound management practices, of the Sublessor Expenses for such year to determine what such amountswould have been for such year if the Premises had been fully occupied, and the amounts sodetermined shall be deemed to be the amounts of Sublessor Expenses for such year. Sublessee shallpay the foregoing amounts within thirty (30) days after Sublessor’s delivery of an invoicetherefor. Alternatively, Sublessor may from time to time require that Sublessee pay such amountsin advance in monthly installments reasonably estimated by Sublessor. Sublessor shall have theright to cause the Subleased Premises to be separately metered for electricity, and, in such event,Sublessee shall pay to Sublessor the cost of electricity consumption shown on such separate meter.Sublessee shall have the right (i) to request and review reasonable evidence supporting Sublessor’simposition and calculation of the Sublessor Expenses, provided, that (a) Sublessee makes suchrequest within sixty (60) days following receipt of an invoice for such Sublessor Expenses and (b)Sublessee is not in Default of this Sublease at the time it makes such request, and (ii) to copiesof all documentation provided by Master Lessor to Sublessor with respect to the Master Expenses,but Sublessee’s obligation to timely pay such Sublessor Expenses or Master Expenses shall not bedependent upon Sublessee’s approval of such supporting evidence and documentation. In addition, tothe extent that Sublessor achieves a reduction in Master Expenses by way of the exercise of itsaudit right or otherwise, as between Sublessor and Sublessee only, Sublessee shall be entitled toits prorata share of Master Expenses to the extent applicable to the Subleased Premises.          C. Additional Rent. In addition to Base Rent and Sublessor and Master Expenses,Sublessee shall also be responsible for the cost of any disproportionate use (as reasonablydetermined by Sublessor) of any electrical or other utilities in the Subleased Premises, afterhours HVAC costs, and any other costs for additional services requested by Sublessee. All moniesother than Base Rent required to be paid by Sublessee to Sublessor under this Sublease, includingSublessor and Master Expenses, shall be deemed additional rent (“**Additional Rent**”). Base Rent andAdditional Rent hereinafter collectively shall be referred to as “**Rent**”. Sublessee and Sublessoragree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease,that, except as set forth in this Sublease, Sublessee shall pay all costs, expenses, taxes,insurance, maintenance and other charges of every kind and nature arising in connection with thisSublease, the Master Lease as to the Subleased Premises or the Subleased Premises, such thatSublessor shall receive, as a net consideration for this Sublease, the Base Rent payable underParagraph 4.A. hereof; provided, however, that in no event shall Sublessee be required to pay anycosts due to penalties, violations of Law or other non-compliance with the terms of the MasterLease by Sublessor, and/or due to the gross negligence or willful misconduct of Sublessor, itsagents, employees or contractors.          D. Payment of First Month’s Rent. Upon execution hereof by Sublessee, Sublessee shallpay to Sublessor the sum of Fifty-Six Thousand One Hundred Sixty-Two and 50/100 Dollars($56,162.50), which shall constitute Base Rent for the first month of the Term.          E. Janitorial, Garbage. Sublessee shall contract directly with its own serviceprovider to provide janitorial services to the Subleased Premises and such janitorial services mustcomply with the specifications attached hereto as Exhibit E. Subject to the provisions ofParagraph 10 of this Sublease, for anyperiod that Sublessee is providing its own janitorial services in compliance with thisParagraph 4.E, Sublessor shall not charge Sublessee, by way of Sublessor Expenses or otherwise, forsuch services for the Subleased Premises. Sublessee shall cause all of its trash to be disposed ofin the dumpsters for Building
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2051. Sublessor shall continue to contract for the emptying of suchdumpsters, and the cost of such service shall be payable by Sublessee as a Sublessor Expense underthis Sublease.          F. Capital Repairs, Replacements or Improvements. Notwithstanding anything to thecontrary contained in this Sublease or the Master Lease, if Sublessor is required or permitted bySection IX(A) of the Master Lease to perform an Amortizable Capital Improvement (as defined inSection IX(A) of the Master Lease), Sublessee shall only be obligated to pay Sublessee’s BuildingPro Rata Share of the amortized cost of such capital improvement, amortized over the lesser of thePayback Period (as defined in Section IX(A) of the Master Lease) and the useful life of the capitalimprovements as reasonably determined by Master Lessor, until the earlier of the expiration of theTerm of this Sublease or the useful life.     5. Late Charge: If Sublessee fails to pay to Sublessor any amount due hereunder onthe due date therefor, Sublessee shall pay Sublessor, within five (5) days after receipt of writtendemand, an administrative fee in accordance with Section IV(A) of the Master Lease, as incorporatedherein; provided, however that Sublessee shall be entitled to the two (2) grace periods provided bySection IV(A) of the Master Lease. In addition, Sublessee shall pay to Sublessor interest on allamounts due, at the rate determined in accordance with Section XX(E) of the Master Lease, asincorporated herein (the “**Interest Rate**”), from the due date to and including the date of thepayment. The parties agree that the foregoing administrative fee represents a reasonable estimateof the cost and expense which Sublessor will incur in processing each delinquent payment.Sublessor’s acceptance of any interest or administrative fee shall not waive Sublessee’s default infailing to pay the delinquent amount.     6. Security Deposit: Upon execution hereof by Sublessee, Sublessee shall deposit withSublessor the sum of Fifty-Six Thousand One Hundred Sixty-Two and 50/100 Dollars ($56,162.50) (the“**Security Deposit**”), in cash, as security for the performance by Sublessee of the terms andconditions of this Sublease. The Security Deposit shall be governed by the provisions of SectionVI of the Master Lease, as incorporated herein.     7. Holdover: The parties hereby acknowledge that the expiration date of the MasterLease is January 31, 2014 and that it is therefore critical that Sublessee surrender the SubleasedPremises to Sublessor no later than the Expiration Date in accordance with the terms of thisSublease. In the event that Sublessee does not surrender the Subleased Premises by the ExpirationDate in accordance with Paragraph 20 hereof, subject, however, to the provisions of Section 3.C.above, Sublessee shall indemnify, defend, protect and hold harmless Sublessor from and against allloss and liability resulting from Sublessee’s delay in surrendering the Subleased Premises,including payment to Sublessor of holdover rent with respect to the entire Premises as provided inSection XXV of the Master Lease.     8. Repairs; As-Is:          A. On the Commencement Date Sublessor shall deliver the Subleased Premises to Sublessee inclean condition with the carpets professionally cleaned and walls patched and touch-up painted asnecessary. On the Commencement Date the heating, ventilating and air conditioning systems,mechanical systems, life/safety and electrical systems serving the Subleased Premises and theexterior windows shall be in good working condition and repair. If, during the first thirty (30)days of the Term, Sublessee shall notify Sublessor in writing of any non-compliance with theforegoing warranty, then, except as otherwise provided inthis Sublease, Sublessor shall rectify such non-compliance at no cost to Sublessee. Inaddition, to Sublessor’s actual knowledge, the roof, structural elements of Building 2051 and thefoundation of Building 2051 are in good working condition and repair as of the date of thisSublease. The parties acknowledge and agree that, except as expressly set forth in this Sublease,Sublessee is subleasing the Subleased Premises on an “as is” basis, and that Sublessor has made norepresentations or warranties with respect to the condition of the
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Subleased Premises as of theCommencement Date, except as set forth in this Paragraph and in Paragraph 2.C. above. Except asset forth in this Sublease, either prior to or after the Delivery Date, Sublessor shall have noobligation whatsoever to make or pay the cost of any alterations, improvements or repairs to theSubleased Premises, including, without limitation, any improvement or repair required to complywith any law, regulation, building code or ordinance (including the Americans with Disabilities Actof 1990).          B. Sublessor shall not be responsible for performance of any repairs required to be performedby Master Lessor under the terms of the Master Lease. Sublessee shall, at its own cost and expenseand without any cost or expense to Sublessor, keep and maintain the Subleased Premises, and theequipment, fixtures, components of the building systems located within the Subleased Premises(including components located in the plenum space other than components that serve Sublessor’spremises), and any systems installed by or for Sublessee and any alterations or improvements in theSubleased Premises, in the condition required by this Sublease and in compliance with Laws and inaccordance with Article IX of the Master Lease (as incorporated herein), subject to ordinary wearand tear, acts of God, casualty and condemnation. Sublessee shall maintain its own janitorialservices contract for the Subleased Premises and perform all janitorial services required in theSubleased Premises. Except to the extent made necessary by the gross negligence or willfulmisconduct of Sublessor, its agents, employees or contractors, Sublessee shall promptly make allrepairs, replacements and alterations necessary to maintain the Subleased in the conditionrequired by this Sublease and in compliance with all Laws and to avoid any structural damage orinjury to the Premises. For avoidance of doubt and except as set forth to the contrary in thisSublease, Sublessee shall not be required to perform any obligation imposed on “Tenant” as the“Sole Tenant” of the Building, and such obligations shall remain the responsibility of Sublessor;provided, however, that Sublessee shall pay for the costs thereof to the extent provided inParagraph 4.B of this Sublease.     9. Indemnity:          A. Sublessee’s Indemnity. Except to the extent caused by the negligence or willfulmisconduct of Sublessor, its agents, employees, contractors or invitees, Sublessee shall indemnify,defend with counsel reasonably acceptable to Sublessor, protect and hold Sublessor harmless fromand against any and all claims, liabilities, judgments, causes of action, damages, costs andexpenses (including reasonable attorneys’ and experts’ fees), caused by or arising in connectionwith: (i) any damage or injury occurring in the Subleased Premises or elsewhere in or about thePremises suffered or caused by Sublessee, its agents, employees, contractors or invitees; (ii) thenegligence or willful misconduct of Sublessee or its employees, contractors, agents or invitees; or(iii) a breach of Sublessee’s obligations under this Sublease or the provisions of the MasterLease. Sublessee’s indemnification of Sublessor shall survive the expiration or earliertermination of this Sublease.          B. Sublessor’s Indemnity. Except to the extent caused by the negligence or willfulmisconduct of Sublessee, its agents, employees, contractors or invitees, Sublessor shall indemnifySublessee as set forth in Article XIV.B of the Master Lease, as incorporated herein. Sublessor’sindemnification of Sublessee shall survive the expiration or earlier termination of this Sublease.     10. Right to Cure Defaults: If Sublessee fails to pay any sum of money under thisSublease, or fails to perform any other act on its part to be performed hereunder, then Sublessormay, but shall not beobligated to, after passage of any applicable notice and cure periods, make such payment orperform such act. All such sums paid, and all reasonable costs and expenses of performing any suchact, shall be deemed Additional Rent payable by Sublessee to Sublessor within five (5) days afterreceipt of written demand, together with interest thereon at the Interest Rate from the date of theexpenditure until repaid.     11. Assignment and Subletting. Sublessee may not assign this Sublease, sublet theSubleased Premises, transfer any interest of Sublessee therein or permit any use of the SubleasedPremises by another
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party (collectively, “**Transfer**”), without the prior written consent ofSublessor, which shall not be unreasonably be withheld, conditioned or delayed, and Master Lessor.A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer.Sublessee acknowledges that the Master Lease contains a “recapture” right in Section XII(B), andthat Sublessor may withhold consent to a proposed Transfer in its sole discretion unless MasterLessor confirms in writing that the recapture right does not apply to the Subleased Premises orotherwise waives such right. Sublessor’s waiver or consent to any assignment or subletting shallbe ineffective unless set forth in writing, and Sublessee shall not be relieved from any of itsobligations under this Sublease unless the consent expressly so provides. Sublessee shall have theright, if Sublessor notifies Sublessee that it is exercising its recapture right pursuant toSection XII(B) of the Master Lease, to notify Sublessor in writing that Sublessee is rescinding itsrequest for consent to the Transfer within five (5) days after receipt of Sublessor’s exercise, inwhich case this Sublease shall remain unmodified and in full force and effect. Any Transfer shallbe subject to the terms of Section XII of the Master Lease to the extent incorporated herein.     12. Use:          A. Sublessee may use the Subleased Premises only for the uses identified in Section 1(K) ofthe Master Lease. Sublessee shall not use, store, transport or dispose of any Hazardous Materialin or about the Subleased Premises. Without limiting the generality of the foregoing, Sublessee,at its sole cost, shall comply with all Environmental Laws. If Hazardous Materials used,generated, stored, released or disposed of by Sublessee, its agents, employees, contractors orinvitees are discovered on or under the Subleased Premises, then Sublessee, at its sole expense,shall promptly take all action necessary to return the Subleased Premises to the condition existingprior to the appearance of the Hazardous Material. Sublessee shall indemnify, defend with counselreasonably acceptable to Sublessor and hold Sublessor harmless from and against all claims,actions, suits, proceedings, judgments, losses, costs, personal injuries, damages, liabilities,deficiencies, fines, penalties, damages, attorneys’ fees, consultants’ fees, investigations,detoxifications, remediations, removals, and expenses of every type and nature, to the extentcaused by the release, disposal, discharge or emission of Hazardous Materials on or about theSubleased Premises during the Term of this Sublease by Sublessee or its agents, contractors,invitees or employees.          B. Sublessee shall not do or permit anything to be done in or about the Subleased Premiseswhich would (i) injure the Subleased Premises; or (ii) vibrate, shake, overload, or impair theefficient operation of the Subleased Premises or the sprinkler systems, heating, ventilating or airconditioning equipment, or utilities systems located therein or (iii) interfere with the use of theBuilding or the Project by any other occupant or cause any noise with may be heard outside of theSubleased Premises. Sublessee shall comply with all reasonable rules and regulations promulgatedfrom time to time by Sublessor and Master Lessor.     13. Effect of Conveyance: In the event of any assignment or transfer of the tenant’sinterest under the Master Lease, which assignment or transfer may occur at any time during the Termhereof in Sublessor’s sole discretion, upon the assumption in writing by the transferee of theobligations of Sublessor under this Sublease, Sublessor shall be and hereby is entirely relieved ofall covenants and obligations of Sublessor hereunder from and after the date of the assignment ortransfer, and it shall be deemed and construed, withoutfurther agreement between the parties, that the transferee has assumed and shall carry out allcovenants and obligations thereafter to be performed by Sublessor hereunder. Sublessor shalltransfer and deliver any security of Sublessee to the transferee of the tenant’s interest under theMaster Lease, and thereupon Sublessor shall be discharged from any further liability with respectthereto. Notwithstanding anything to the contrary herein, neither Sublessor nor Sublessee shall beliable under this Sublease for any consequential, indirect or punitive damages or any lost profitor opportunity costs or loss or interruption of business or income.
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     14. Delivery and Acceptance: If Sublessor fails to deliver possession of theSubleased Premises to Sublessee on or before the date set forth in Paragraph 3.A hereof for anyreason whatsoever, then this Sublease shall not be void or voidable, nor shall Sublessor be liableto Sublessee for any loss or damage; provided, however, that in such event, Rent shall abate untilSublessor delivers possession of the Subleased Premises to Sublessee with the Sublessor’s Worksubstantially completed. By taking possession of the Subleased Premises, Sublessee conclusivelyshall be deemed to have accepted the Subleased Premises in their as-is, then-existing condition,without any warranty whatsoever of Sublessor with respect thereto except as set forth in thisSublease.     15. Improvements: No alteration or improvements shall be made to the SubleasedPremises, except in accordance with the Master Lease, and with the prior written consent of bothMaster Lessor and Sublessor, which consent of Sublessor shall not be unreasonably withheld,conditioned or delayed. Sublessee acknowledges and agrees that Master Lessor may withhold itsconsent to any alterations or improvement (including Sublessee’s proposed conduit described below),subject to the standards and requirements set forth in the Master Lease, including, withoutlimitation, submission and approval of plans, specifications and permits for such work. Withoutlimiting the foregoing, Sublessee may not alter or replace the window coverings in the SubleasedPremises without the prior written consent of both Master Lessor and Sublessor. In no event shallSublessee have any right to modify or add any components to the fire/life safety enunciator systemin the Subleased Premises. In addition, if any alterations to the Subleased Premises include theremoval of any cabinetry in the break rooms and coffee stations within the Subleased Premises,Sublessee shall remove such cabinetry in a manner which does not damage it and deliver such removedcabinetry to Sublessor for Sublessor’s use and ownership. All approved alterations shall beconstructed in a good and workmanlike manner and in compliance with all applicable laws and theplans and specifications therefor approved by Sublessor (which approval shall not be unreasonablywithheld, conditioned or delayed) and Master Lessor and any reasonable construction rules andregulations specified by Sublessor or Master Lessor and shall be performed in a manner that doesnot unreasonably interfere with Sublessor’s use and enjoyment of Building 2051 and the Project.Sublessor may condition its consent upon Sublessor’s receipt of security reasonably satisfactory toSublessor for the restoration of the Subleased Premises and affirmation of Sublessee’s restorationobligations under this Sublease. All removal and restoration shall be completed by Sublessee priorto the Expiration Date or earlier termination of this Sublease. In the event that Sublessor andMaster Lessor consent to any alterations, (a) Sublessee shall engage a vendor or vendors reasonablyapproved by Sublessor, (b) Sublessee shall provide Sublessor with such vendor(s)’ certificates ofinsurance prior to the commencement of any work and (c) and on or prior to the Expiration Date orthe earlier termination of this Sublease, Sublessee shall remove all such alterations (unlessSublessee is not required to remove such alterations pursuant to the provisions of Article IX.C ofthe Master Lease, as incorporated herein), repair any damage caused by such removal, and restorethe Subleased Premises to the condition in which they existed prior to the installation of suchalteration. Sublessor shall not unreasonably withhold its consent to the installation of conduitbetween the Subleased Premises and Sublessee’s premises at 2029 Stierlin Court, provided, that (i)Master Lessor consents to such installation; (ii) Sublessee is not in default, beyond applicablenotice and cure periods, of this Sublease; and (iii) such installation complies with the provisionsof this Sublease and the Master Lease.     16. Release and Waiver of Subrogation: Sublessor and Sublessee hereby release eachother from any damage to property or loss of any kind which is caused by or results from any riskinsured against under any property insurance policy required to be carried by either party underthis Sublease. Each party shall use commercially reasonable efforts to cause each insurance policyobtained by it to provide that the insurer waives all right of recovery against the other party andits agents and employees in connection with any damage or injury covered by the policy, and eachparty shall notify the other party if it is unable to obtain a waiver of subrogation. Sublessorshall not be liable to Sublessee, nor shall Sublessee be entitled to terminate this Sublease or toabate Rent for any reason, including, without limitation: (i) failure or interruption of any
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utility system or service; (ii) failure of Master Lessor to maintain the Subleased Premises as maybe required under the Master Lease; or (iii) penetration of water into or onto any portion of theSubleased Premises. The obligations of Sublessor and Sublessee shall not constitute the personalobligations of the officers, directors, trustees, partners, joint venturers, members, owners,stockholders or other principals or representatives of the business entity.     17. Insurance: Sublessee shall obtain and keep in full force and effect with respectto the Subleased Premises, at Sublessee’s sole cost and expense, during the Term the insurancerequired under Section XV of the Master Lease. Sublessee shall name Master Lessor and Sublessor asadditional insureds under its liability insurance policy. The release and waiver of subrogationset forth in Section XVI of the Master Lease, as incorporated herein, shall be binding on theparties.     18. Default: Sublessee shall be in material default of its obligations under thisSublease if any of the following events occur (each, a “Default”):          A. Sublessee fails to pay any Rent when due, when such failure continues for three (3) daysafter written notice from Sublessor to Sublessee that any such sum is due; or          B. Sublessee fails to perform any term, covenant or condition of this Sublease (except thoserequiring payment of Rent) and fails to cure such breach within seven (7) days after delivery of awritten notice specifying the nature of the breach; provided, however, that if more than seven (7)days reasonably are required to remedy the failure, then Sublessee shall not be in default ifSublessee commences the cure within the seven (7) day period and thereafter completes the curewithin thirty (30) days after the date of the notice; or          C. Sublessee makes a general assignment of its assets for the benefit of its creditors,including attachment of, execution on, or the appointment of a custodian or receiver with respectto a substantial part of Sublessee’s property or any property essential to the conduct of itsbusiness; or          D. Sublessee abandons the Subleased Premises or ceases to conduct business in the SubleasedPremises for more than seven (7) consecutive days in any thirty (30) day period while Sublessee isin default of any other obligation under this Sublease; or          E. A petition is filed by or against Sublessee under the bankruptcy laws of the United Statesor any other debtors’ relief law or statute, unless such petition is dismissed within sixty (60)days after filing; or a court directs the winding up or liquidation of Sublessee; or a substantialpart of Sublessee’s property or any property used in the conduct of its business is attached orexecuted upon and not released from the attachment or execution within sixty (60) days; or acustodian or receiver is appointed for a substantial part of Sublessee’s property or any propertyused in the conduct of its business and not discharged within sixty (60) days; or          F. Sublessee commits any other act or omission which constitutes an event of default under theMaster Lease, which has not been cured after delivery of written notice and passage of theapplicable grace period provided in the Master Lease as modified, if at all, by the provisions ofthis Sublease.     19. Remedies: In the event of any default by Sublessee, Sublessor shall have allremedies provided pursuant to Section XX of the Master Lease and by applicable Law. Sublessor mayresort to its remedies cumulatively or in the alternative.
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     20. Surrender: Not later than the expiration of this Sublease, Sublessee shall removeall of its personal property, trade fixtures, cabling, alterations and improvements and shallsurrender the Subleased Premises to Sublessor in good condition, free of Hazardous Materials causedby Sublessee and in the condition required by the Master Lease, reasonable wear and tear, acts ofGod, casualty, condemnation and alterations which Sublessee is permitted to surrender under thisSublease excepted. If the Subleased Premises are not so surrendered, then Sublessee shall beliable to Sublessor for all costs incurred by Sublessor in returning the Subleased Premises to therequired condition, plus interest thereon at the Interest Rate. Notwithstanding anything to thecontrary contained in this Sublease or the Master Lease, in no event shall Sublessee be obligatedto remove any alterations, additions or improvements installed by or on behalf of Sublessor or anypredecessor in interest of Sublessor prior to the Delivery Date.     21. Estoppel Certificates: Within seven (7) days after receipt of written demand byeither party, the other party shall execute and deliver to the requesting party an estoppelcertificate (i) certifying that this Sublease is unmodified and in full force and effect or, ifmodified, the nature of such modification; (ii) stating the date to which Rent and other chargesare paid in advance; (iii) acknowledging, to the best of the responding party’s knowledge, thatthere are no uncured defaults on the part of the requesting party; and (iv) certifying such otherinformation as may be reasonably required by the requesting party.     22. Broker: Sublessor and Sublessee each represent to the other that they have dealtwith no real estate brokers, finders, agents or salesmen other than Cornish & Carey Commercial,representing Sublessee, in connection with this transaction. Each party agrees to hold the otherparty harmless from and against all claims for brokerage commissions, finder’s fees or othercompensation made by any other agent, broker, salesman or finder as a consequence of such party’sactions or dealings with such agent, broker, salesman, or finder. Sublessor shall be responsiblefor payment of any brokerage commission due in connection with this Sublease pursuant to a separatewritten agreement.     23. Notices: Unless at least five (5) days’ prior written notice is given in themanner set forth in this paragraph, the address of each party for all purposes connected with thisSublease shall be that address set forth below their signatures at the end of this Sublease. Allnotices, demands or communications in connection with this Sublease shall be (a) personallydelivered; or (b) properly addressed and (i) submitted to an overnight courier service, chargesprepaid, or (ii) deposited in the mail (certified, return receipt requested, and postage prepaid).Notices shall be deemed delivered upon receipt, if personally delivered, one (1) business day afterbeing submitted to an overnight courier service and three (3) business days after mailing, ifmailed as set forth above. All notices given to Master Lessor under the Master Lease shall beconsidered received only when delivered in accordance with the Master Lease.     24. Attorneys’ Fees: If either party brings any action or legal proceeding withrespect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys’fees, experts’ fees, and court costs. If either party becomes the subject of any bankruptcy orinsolvency proceeding, then the other party shall be entitled to recover all attorneys’ fees,experts’ fees, and other costs incurred by that party in protecting its rights hereunder and inobtaining any other relief as a consequence of such proceeding.     25. Other Sublease Terms:          A. Incorporation By Reference. Except as set forth below, the terms and conditions ofthis Sublease shall include all of the terms of the Master Lease and such terms are incorporatedinto this Sublease as if fully set forth herein, except that: (i) each reference in suchincorporated sections to “Lease” shall be deemed a reference to “Sublease”; (ii) each reference tothe “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to“Landlord” and “Tenant” shall be deemed a reference to “Sublessor” and “Sublessee”, respectively,except as otherwise expressly set forth herein; (iv) with respect to work, services, repairs,restoration, insurance, indemnities, representations, warranties or the performance of
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any otherobligation of Master Lessor under the Master Lease, the sole obligation of Sublessor shall be torequest the same in writing from Master Lessor as and when requested to do so by Sublessee, and touse Sublessor’s diligent good faith efforts (without requiring Sublessor to spend more than anominal sum) to obtain Master Lessor’s performance; (v) with respect to any obligation of Sublesseeto be performed under this Sublease, wherever the Master Lease grants to Sublessor a specifiednumber of days to perform its obligations under the Master Lease, except as otherwise providedherein, Sublessee shall have three (3) fewer days to perform the obligation, including, withoutlimitation, curing any defaults, provided, however, that in no event shall Sublessee have fewerthan two (2) business days to perform; (vi) with respect to any approval required to be obtainedfrom the “Landlord” under the Master Lease, such consent must be obtained from both Master Lessorand Sublessor, and the approval of Sublessor may be withheld if Master Lessor’s consent is notobtained; (vii) in any case where the “Landlord” reserves or is granted the right to manage,supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areasbeneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed tobe for the benefit of both Master Lessor and Sublessor; (viii) in any case where “Tenant” is toindemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall bedeemed to run from Sublessee to both Master Lessor and Sublessor; (ix) in any case where “Tenant”is to execute and deliver certain documents or notices to “Landlord”, such obligation shall bedeemed to run from Sublessee to both Master Lessor and Sublessor; (x) all payments shall be made toSublessor; (xi) Sublessee shall pay all consent and review fees set forth in the Master Lease(except for those required in connection with the execution of this Sublease) to both Master Lessorand Sublessor; (xii) Sublessee shall not have the right to terminate this Sublease or abate Rentdue to casualty, condemnation or Service Failure unless Sublessor has such right and elects suchright under the Master Lease and Sublessee shall not have the right to elect to continue the MasterLease, deliver an Election Notice and submit Restoration Funds as provided in Article XVII of theMaster Lease without Sublessor’s prior written consent, which may be withheld in Sublessor’s solediscretion; and (xiii) the following modifications shall be made to the Master Lease asincorporated herein:               (a) the following provisions of the Master Lease shall not be incorporated herein: SectionsI(C) (the first 3 sentences only), I(D) through I(J), I(L), I(N), I(T), III(A), III(B) (except thefirst 2 sentences and the last sentence), III(C), IV(E), (V) (second paragraph only), VI (exceptthe first paragraph), IX (A) (except the first sentence through clause (7), IX(B) (the fourthsentence of the second grammatical paragraph only), XII(A) (4th and 5thsentences only), XII(B) (clause (b) of the 2nd sentence only), (XII(C) (references to“Vacancy Costs” only), XII(D) (last 4 sentences only), XII(F), XV(last 3 sentences only), XXIV andXXIX (2nd through 5th sentences only), and Exhibit A, Exhibit D, Exhibit E(Sections I and II, clauses E and G of Section IV and Sections V, VI, VII, IX and X only), ExhibitF (the first 2 sentences of Section 2 only), Exhibit G and Exhibit H;               (b) references in the following provisions to “Landlord” shall mean Master Lessor only:Sections I(R), I(S), IV(C), IV(D), VII(A), (IX(B), IX(C) (fifth sentence and last paragraph only),XVII, XVIII, XXI, XXVI, XXIX (2nd sentence only) and XXXI(F) (2nd paragraph only);               (c) references in the following provisions to “Landlord” shall mean Master Lessor andSublessor: Sections VII(B) and XXIX (last 4 sentences only);               (d) references in the following provisions to “Tenant” shall mean Sublessor only: SectionsVII(A) and X(A) (last sentence only);               (e) references to the word “Building” (singular) shall mean Building 2051;               (f) Sublessee acknowledges that the provisions of Section IX(C) establishing limit’s on“Landlord’s” rights to require a lien and completion bond in connection with an Alteration apply
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with respect to Master Lessor and Sublessor only, and, no such limits shall be applicable withrespect to an Alteration performed by Sublessee, provided, however, that no bond shall be requiredby Sublessor if the cost of the Alteration is less than $100,000.00;               (g) notwithstanding the provisions of Section XII(C) of the Master Lease, as incorporatedherein, (i) all consideration for a Transfer by Sublessee of the Subleased Premises or thisSublease in excess of the Rent payable under this Sublease (“**Profit**”) shall be paid 100% toSublessor until the total Rent payable under this Sublease together with such payment of Profitequals the amount of monthly Rent payable by Sublessor to Master Lessor under the Master Lease(“**Sublessor’s Rent**”), and, thereafter, 50% of any Profit received by Sublessee shall be paid toSublessor and 50% of such Profit may be retained by Sublessee until the aggregate amount ofSublessee’s payments of Rent and Profit fall below the Sublessor’s Rent (provided, however, thatSublessee shall be entitled to deduct from such Profit the costs of improvements made or paid forby Sublessee for such transferee, brokerage commissions and legal fees); and               (h) Notwithstanding anything to the contrary in Section III of Exhibit E, as incorporatedherein, Sublessee’s signage rights shall be limited to fifty percent (50%) of the monument signserving Building 2051 (subject to Master Lessor’s consent as to any such monument signage to theextent required under the Master Lease).          B. Assumption of Obligations. This Sublease is and at all times shall be subject andsubordinate to the Master Lease and the rights of Master Lessor thereunder. Sublessee herebyexpressly assumes and agrees: (i) to comply with all provisions of the Master Lease which areincorporated hereunder; and (ii) to perform all the obligations on the part of the “Tenant” to beperformed under the terms of the Master Lease during the Term of this Sublease which areincorporated hereunder. In the event the Master Lease is terminated for any reason whatsoever,this Sublease shall terminate simultaneously with such termination, which termination shall bewithout any liability of Sublessor to Sublessee unless such termination constitutes a breach ofthis Sublease by Sublessor. In the event of a conflict between the provisions of this Subleaseand the Master Lease, as between Sublessor and Sublessee, the provisions of this Sublease shallcontrol. In the event of a conflict between the express provisions of this Sublease and theprovisions of the Master Lease, as incorporated herein, the express provisions of this Subleaseshall prevail.          C. Sublessor’s Obligations. Sublessor agrees to pay all amounts of Rent payableunder the Master Lease to Master Lessor in accordance with the terms of the Master Lease andotherwise perform its obligations under the Master Lease except to the extent expressly made theobligation of Sublessee pursuant to the terms hereof. As between Sublessor and Sublessee,Sublessee shall have no obligation to (i) cure any default of any party under the Master Leaseexcept to the extent resulting solely from Sublessee’s default under this Sublease or, to theextent incorporated herein, the Master Lease; (ii) perform any obligation of any party under theMaster Lease or the Master Sublease which arose prior to the Commencement Date; (iii) repair anydamage to the Subleased Premises caused by Sublessor; or (iv) indemnify Sublessor to theextent of any negligence or willful misconduct of Sublessor, its agents, employees, contractors orinvitees.     26. Conditions Precedent: This Sublease and Sublessor’s and Sublessee’s obligationshereunder are conditioned upon having obtained the written consent of the Master Lessor in the formattached hereto as Exhibit D (“Master Lessor’s Consent”). If Master Lessor, Sublessee andSublessor have not executed and delivered the Master Lessor Consent within ten (10) business daysafter the date of Sublessor’s execution of this Sublease, Sublessor or Sublessee may terminate thisSublease by giving the other party written notice, in which case this Sublease shall terminate andneither party shall have any further rights or obligations hereunder and Sublessor shall return toSublessee the Security Deposit and prepaid Base Rent.
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     27. Authority to Execute: Sublessee and Sublessor each represent and warrant to theother that each person executing this Sublease on behalf of each party is duly authorized toexecute and deliver this Sublease on behalf of that party.     28. Termination; Recapture: Notwithstanding anything to the contrary herein,Sublessee acknowledges that, under the Master Lease, both Master Lessor and Sublessor have certaintermination and recapture rights as set forth in Sections XII (“Assignment and Subletting”), XVII(“Casualty Damage”), XVIII (“Condemnation”) and XX (“Remedies”). Nothing herein shall prohibitMaster Lessor or Sublessor from exercising any of the foregoing rights and neither Master Lessornor Sublessor shall have any liability to Sublessee as a result thereof. In the event MasterLessor or Sublessor exercise any such termination or recapture rights, this Sublease shallterminate without any liability to Master Lessor or Sublessor. In addition, except in the event ofCasualty Damage or Condemnation, Sublessor shall not voluntarily terminate the Master Lease duringthe Term unless and until Master Lessor has agreed in writing to continue this Sublease in fullforce and effect as a direct lease between Master Lessor and Sublessee upon and subject to all ofthe terms, covenants and conditions of this Sublease for the balance of the Term hereof. If MasterLessor so consents, Sublessee shall attorn to Master Lessor in connection with any such voluntarytermination and shall execute an attornment agreement in such form as may reasonably be requestedby Master Lessor; provided, however, that the attornment agreement does not materially adverselyaffect the use by Sublessee of the Subleased Premises in accordance with the terms of thisSublease, materially increase Sublessee’s obligations under this Sublease or materially decreaseSublessee’s rights under this Sublease. The parties acknowledge and agree that Master Lessor hasno obligation to agree to any direct lease with Sublessee or accept attornment from Sublessee asprovided above.     29. INTENTIONALLY OMITTED.     30. Parking. Subject to the terms of the Master Lease, as incorporated herein,Sublessee shall have the non-exclusive right to use up to 166 unreserved parking spaces in theparking lot serving Building 2051. Sublessee acknowledges receipt of and agrees to adhere to theparking rules set forth in Exhibit F of the Master Lease, as incorporated herein, and, withoutlimiting the foregoing, Sublessee agrees that no overnight parking shall be permitted withoutSublessor’s prior written consent.     31. Performance of Master Lessor’s Obligations. If Master Lessor defaults in theperformance of any of its non-structural repair and maintenance obligations to the SubleasedPremises and such default creates a risk of imminent injury to person or substantial propertydamage or unreasonably and materially interferes with Sublessee’s ability to conduct its businessat the Subleased Premises and Master Lessor fails to cure such default within the time periods setforth in Article XXIV of the Master Lease, Sublessee shall notify Sublessor in writing andSublessor shall exercise, on behalf of Sublessee and at Sublessee’s cost (unless Master Lessor’sdefault affects the Premises also, in which case Sublessee shall pay for its share of thecosts thereof to the extent provided in Paragraph 4.B of this Sublease), the cure rights set forthin Article XXIV of the Master Lease.     32. Amendment or Modification. Sublessor shall not amend or modify the Master Leasein any way so as to materially and adversely affect Sublessee’s access to or use of the SubleasedPremises or its interest hereunder, materially increase Sublessee’s obligations hereunder ormaterially restrict Sublessee’s rights hereunder, without the prior written consent of Sublessee,which may be withheld in Sublessee’s sole discretion.     33. Quiet Enjoyment; Right to Cure. As between Sublessor and Sublessee, Sublesseeshall peacefully have, hold and enjoy the Subleased Premises, subject to the terms and conditionsof this Sublease, provided that Sublessee pays all Rent and performs all of Sublessee’s covenantsand agreements contained
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therein. In the event, however, that Sublessor defaults in theperformance or observance of any of Sublessor’s obligations under the Master Lease that are notmade the obligations of Sublessee under this Sublease, or fails to perform Sublessor’s statedobligations under this Sublease, then Sublessee shall give Sublessor notice specifying in whatmanner Sublessor has defaulted, and if such default shall not be cured by Sublessor within thirty(30) days thereafter (except that if such default cannot be cured within said thirty (30)-dayperiod, this period shall be extended for an additional reasonable time, provided that Sublessorcommences to cure such default within such thirty (30)-day period and proceeds diligentlythereafter to effect such cure), then in addition, as between Sublessor and Sublessee, Sublesseeshall be entitled, at Sublessee’s option, to cure such default and promptly collect from SublessorSublessee’s reasonable expenses in so doing (including, without limitation, reasonable attorneys’fees and court costs).     34. Representations and Warranties. Sublessor hereby represents to Sublessee that(i) the Master Lease is in full force and effect, Sublessor has provided to Sublessee a true andcorrect copy thereof, and to Sublessor’s current, actual knowledge, Sublessor has not received anywritten notice of any current default or event of default by either Master Lessor or Sublessor;(ii) to Sublessor’s current, actual knowledge, Sublessor has not received any written notice of anypending or threatened actions, suits or proceedings before any court or administrative agencyagainst Sublessor or against Master Lessor or third parties which could, in the aggregate,adversely affect the Subleased Premises or any part thereof; and (iii) to Sublessor’s current,actual knowledge, Sublessor has not received any written notice of any pending or threatenedcondemnation or similar proceeding affecting the Premises or any portion thereof, and Sublessor hasno knowledge that any such action currently is contemplated.     35. Access. During the Term of this Sublease, Sublessee shall have the right toaccess the Sublet Premises twenty-four hours per day, seven (7) days a week.     36. Condemnation. Notwithstanding anything to the contrary contained in thisSublease or the Master Lease, Sublessor and Sublessee agree that in the event of a partialcondemnation where this Sublease is not terminated as a result thereof, Sublessee’s Base Rent andpro rata share of Sublessor and Master Expenses payable hereunder shall be adjusted to theproportion that the rentable area of the Subleased Premises after the partial condemnation bears tothe rentable area of Building 2051 after the partial condemnation.     37. Hazardous Materials. To the extent that Sublessor is relieved of liability withrespect to Hazardous Materials as a result of Master Lessor’s indemnity set forth in Section IV.Eof Exhibit E to the Master Lease, Sublessor shall not make claim against Sublessee with respect tosuch liability unless caused by the acts or omissions of Sublessee or its agents, employees,contractors, subtenants, licensees or invitees.     38. Access to Building Equipment Rooms. Sublessor shall not unreasonably withhold itsconsent to a request by Sublessee to enter any building telephone, electrical and equipment roomslocated outside the Subleased Premises if such access is reasonably necessary for Sublessee’s useof the Subleased Premises and Sublessee complies with Sublessor’s reasonable security measures andis accompanied by one of Sublessor’s agents or employees and such access will not materiallyinterfere with Sublessor’s use of the building.
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     IN WITNESS WHEREOF, the parties have executed this Sublease as of the day and year first abovewritten.         **SUBLESSEE:** **SUBLESSOR:**           LINKEDIN CORPORATION, ACTEL CORPORATION,  a Delaware corporation a California corporation           By: /s/ Steve Sodello By: /s/ Maurice Carson           Name: Steve Sodello Name: Maurice Carson  Its: Chief Financial Officer Its: CFO           Address: Address:  LinkedIn Corporation Actel Corporation  2029 Stierlin Court 2061 Stierlin Court  Mountain View, CA 94043 Mountain View, CA 94043-4655  Attn: Legal Department Attn: Sr. Procurement and Facility Manager               with a copy to:               Actel Corporation      2061 Stierlin Court      Mountain View, CA 94043-4655      Attn: General Counsel  
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