Lease by and between SI 25 LLC and OCZ Technology Group, Inc.



 Exhibit 10.6 
 TABLE OF CONTENTS 
  

					
	 	  	Page	 
	 1.      PARTIES:
	  	 	1	  
		
	 2.      PREMISES:
	  	 	1	  
		
	 3.      USE:
	  	 	1	  
	 A.     Permitted Uses:
	  	 	1	  
	 B.     Uses Prohibited:
	  	 	1	  
	 C.     Advertisements and Signs:
	  	 	2	  
	 D.     Covenants, Conditions and Restrictions:
	  	 	2	  
	 E.     Sustainability Requirements:
	  	 	2	  
		
	 4.      TERM AND RENTAL:
	  	 	2	  
	 A.     Term; Base Monthly Rent:
	  	 	2	  
		
	 5.      SECURITY DEPOSIT:
	  	 	3	  
	 A.     Amount and Purpose:
	  	 	3	  
	 B.     Requirements of Letter of Credit:
	  	 	4	  
		
	 6.      ACCEPTANCE OF POSSESSION AND COVENANTS TO SURRENDER:
	  	 	5	  
	 A.     Delivery and Acceptance:
	  	 	5	  
	 B.     Condition Upon Surrender:
	  	 	5	  
	 C.     Failure to Surrender:
	  	 	6	  
		
	 7.      ALTERATIONS & ADDITIONS:
	  	 	6	  
	 A.     General Provisions:
	  	 	6	  
	 B.     Free From Liens:
	  	 	7	  
	 C.     Compliance With Governmental Regulations:
	  	 	7	  
	 D.     Insurance Requirements:
	  	 	8	  
		
	 8.      MAINTENANCE OF PREMISES:
	  	 	8	  
	 A.     Landlord’s Obligations:
	  	 	8	  
	 B.     Tenant’s Obligations:
	  	 	8	  
	 C.     Obligations Regarding Reimbursable Operating Costs:
	  	 	9	  
	 D.     Reimbursable Operating Costs:
	  	 	10	  
	 E.     Tenant’s Allocable Share:
	  	 	11	  
	 F.      Waiver of Liability:
	  	 	11	  
		
	 9.      INSURANCE:
	  	 	12	  
	 A.     Tenant’s Use:
	  	 	12	  
	 B.     Landlord’s Insurance:
	  	 	12	  
	 C.     Tenant’s Insurance:
	  	 	12	  
	 D.     Waiver:
	  	 	13	  
		
	 10.    TAXES:
	  	 	13	  
		
	 11.    UTILITIES:
	  	 	13	  
		
	 12.    TOXIC WASTE AND ENVIRONMENTAL DAMAGE:
	  	 	13	  
	 A.     Use of Hazardous Materials:
	  	 	13	  
	 B.     Tenant’s Indemnity Regarding Hazardous Materials:
	  	 	14	  
	 C.     Notice of Release or Violation:
	  	 	15	  
	 D.     Remediation Obligations:
	  	 	16	  
	 E.     Environmental Monitoring:
	  	 	16	  


  
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	 13.    TENANT’S DEFAULT
	  	 	16	  
	 A.     Events of Default
	  	 	16	  
	 B.     Remedies:
	  	 	17	  
	 C.     Right to Re-enter:
	  	 	17	  
	 D.     Continuation of Lease:
	  	 	18	  
	 E.     No Termination:
	  	 	18	  
	 F.      Non-Waiver:
	  	 	18	  
	 G.     Performance by Landlord:
	  	 	18	  
	 H.     Habitual Default:
	  	 	18	  
		
	 14.    LANDLORD’S LIABILITY:
	  	 	19	  
	 A.     Limitation on Landlord’s Liability:
	  	 	19	  
	 B.     Limitation on Tenant’s Recourse:
	  	 	19	  
	 C.     Indemnification of Landlord:
	  	 	19	  
		
	 15.    DESTRUCTION OF PREMISES:
	  	 	20	  
	 A.     Landlord’s Obligation to Restore:
	  	 	20	  
	 B.     Limitations on Landlord’s Restoration Obligation:
	  	 	20	  
		
	 16.    CONDEMNATION:
	  	 	21	  
		
	 17.    ASSIGNMENT OR SUBLEASE:
	  	 	21	  
	 A.     Consent by Landlord:
	  	 	21	  
	 B.     Assignment or Subletting Consideration:
	  	 	22	  
	 C.     No Release:
	  	 	23	  
	 D.     Reorganization of Tenant:
	  	 	23	  
	 E.     Permitted Transfers
	  	 	24	  
	 F.      Effect of Default:
	  	 	24	  
	 G.     Conveyance by Landlord:
	  	 	24	  
	 H.     Successors and Assigns:
	  	 	25	  
	 I.       Sublease Requirements:
	  	 	25	  
		
	 18.    OPTION TO EXTEND THE LEASE TERM:
	  	 	25	  
	 A.     Grant and Exercise of Option:
	  	 	25	  
	 B.     Determination of Fair Market Rental:
	  	 	26	  
	 C.     Resolution of a Disagreement over the Fair Market Rental:
	  	 	26	  
	 D.     Personal to Tenant:
	  	 	27	  
		
	 19.    GENERAL PROVISIONS:
	  	 	27	  
	 A.     Attorney’s Fees:
	  	 	27	  
	 B.     Authority of Parties:
	  	 	27	  
	 C.     Brokers:
	  	 	27	  
	 D.     Choice of Law:
	  	 	28	  
	 E.     ARBITRATION OF DISPUTES:
	  	 	28	  
	 F.      Entire Agreement:
	  	 	29	  
	 G.     Entry by Landlord:
	  	 	29	  
	 H.     Estoppel Certificates:
	  	 	29	  
	 I.       Exhibits:
	  	 	29	  
	 J.      Interest:
	  	 	29	  
	 K.     Modifications Required by Lender:
	  	 	30	  
	 L.     No Presumption Against Drafter:
	  	 	30	  
	 M.    Notices:
	  	 	30	  
	 N.     Property Management:
	  	 	30	  
	 O.     Rent:
	  	 	30	  


  
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	 P.      Representations:
	  	 	30	  
	 Q.     Rights and Remedies:
	  	 	30	  
	 R.     Severability:
	  	 	30	  
	 S.      Submission of Lease:
	  	 	31	  
	 T.     Subordination:
	  	 	31	  
	 U.     Survival of Indemnities:
	  	 	31	  
	 V.     Time:
	  	 	31	  
	 W.    Transportation Demand Management Programs:
	  	 	31	  
	 X.     Waiver of Right to Jury Trial:
	  	 	32	  
	 Y.     General:
	  	 	32	  
		
	 EXHIBIT “A”—Premises & Building
	  	 	34	  
	 EXHIBIT “B”—Project
	  	 	35	  


  
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 Lease between 
 SI 25 LLC and OCZ Technology Group, Inc. 

 


 1. PARTIES: 
 THIS LEASE, is entered into on this 22 day of March, 2011, (“Effective Date”) between SI 25 LLC, a California Limited Liability Company, whose address is 10600 North De Anza Boulevard,
Suite 200, Cupertino, CA 95014 and OCZ Technology Group, Inc., a Delaware Corporation, whose address is 6373 San Ignacio, San Jose, California hereinafter called respectively Landlord and Tenant. Landlord and Tenant are collectively referred to in
this Lease as the “Parties”. 
 2. PREMISES: 
 Landlord hereby leases to Tenant, and Tenant hires from Landlord those certain Premises situated in the City of San Jose, County of Santa Clara, State of California, commonly known and designated as 6373
San Ignacio. For purposes of this Lease, the building (“Building”) on the Premises is deemed to be 82,144 rentable square feet including parking for approximately 291 cars as outlined in red on Exhibit “A”. Subject to
compliance with the rules and regulations promulgated by Landlord from time to time for the Project (if any), from and after the Commencement Date (defined below), Tenant shall be permitted to have access to the entire Premises 24 hours per day, 7
days a week unless such access is prohibited, limited or restricted by any governmental law, ordinance, rule or regulation, damage or destruction or condemnation or due to an emergency. 

Tenant shall also have the nonexclusive right to use all common area (“Common Area”) including but not limited to parking
areas and structures, landscaping, sidewalks, service areas and other common facilities. The Building and Common Area are situated within a project site shared with 3 additional buildings owned by Landlord as outlined in Exhibit “B”
attached hereto (“Project”). 


 3. USE: 
 A. Permitted Uses: 
 Tenant shall use the Premises as permitted under
applicable zoning laws only for the following purposes and shall not change the use of the Premises without the prior written consent of Landlord: Office, research and development, marketing, light manufacturing, ancillary storage and other
incidental uses. Tenant shall use only the number of parking spaces allocated to Tenant under this Lease. All commercial trucks and delivery vehicles shall (i) be parked at the rear of the Building, (ii) loaded and unloaded in a manner
which does not interfere with the businesses of other occupants of the Project, and (iii) permitted to remain within the Project only so long as is reasonably necessary to complete the loading and unloading. Landlord reserves the right to
impose such additional rules and regulations as Landlord deems reasonably necessary to operate the Project in a manner which protects the quite enjoyment of all tenants in the Project. Landlord makes no representation or warranty that any specific
use of the Premises desired by Tenant is permitted pursuant to any Laws (as defined in Section 7.C below). 
 B. Uses
Prohibited: 
 Tenant shall not commit or suffer to be committed on the Premises or any portion of the Project any waste,
nuisance, or other act or thing which may disturb the quiet enjoyment of any other tenant or user of in the Project, nor allow any sale by auction or any other use of the Premises for an unlawful purpose. Tenant shall not (i) damage or overload
the electrical, mechanical or plumbing systems of the Premises, (ii) attach, hang or suspend anything from the ceiling, walls or columns of the Building in excess of the load limits for which such ceiling, walls or columns are designed, or set
any load on the floor in excess of the load limits for which such floors are designed, or (iii) generate dust, fumes or waste products which create a fire or health hazard or damage the Premises or any


 


  
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portion of the Project, including without limitation the soils or ground water in or around the Project. No materials, supplies, equipment, finished products or semi-finished products, raw
materials or articles of any nature, or any waste materials, refuse, scrap or debris, shall be stored upon or permitted to remain on any portion of the Premises outside of the Building by Tenant’s or Tenant’s Agents (defined below) without
Landlord’s prior approval, which approval may be withheld in its sole and absolute discretion. 
 C. Advertisements
and Signs: 
 Tenant shall not place or permit to be placed, in, upon or about the Premises any signs not approved by the
city and other governing authority having jurisdiction. Tenant will not place or permit to be placed upon the Premises any signs, advertisements or notices without the written consent of Landlord as to type, size, design, lettering, coloring and
location, which consent will not be unreasonably withheld. Any sign placed on the Premises shall be removed by Tenant, at its sole cost, prior to the expiration or sooner termination of the Lease, and Tenant shall repair, at its sole cost, any
damage or injury to the Premises caused thereby, and if not so removed, then Landlord may have same so removed at Tenant’s expense. 
 Notwithstanding the foregoing (other than the removal obligations), Tenant shall be permitted to keep the existing Building-top, monument and “eyebrow” signage currently existing on the exterior
of the Building. 
 D. Covenants, Conditions and Restrictions: 

This Lease is subject to the effect of (i) any covenants, conditions, restrictions, easements, mortgages or deeds of trust, ground
leases, rights of way of record and any other matters or documents of record; and (ii) any zoning laws of the city, county and state where the Building is situated (collectively referred to herein as “Restrictions”) and Tenant will
conform to and will not violate the terms of any such Restrictions.



 E. Sustainability Requirements: 

As used in this Lease, “Sustainability Requirements” means any and all Laws relating to any “green building” or
other environmental sustainability practices and requirements now or hereafter in effect or imposed by any governmental authority or applicable Laws from time to time (“Sustainability Requirements”). Without limiting the scope of any
Sustainability Requirements that may be in effect from time to time, Tenant acknowledges that Sustainability Requirements may address whole-building or premises operations, construction issues, maintenance issues and other issues, including without
limitation requirements relating to: chemical use; indoor air quality; energy and water efficiency; recycling programs; interior and exterior maintenance programs; systems upgrades to meet green or sustainable building energy, water, air quality,
and lighting performance standards; construction methods and procedures; material purchases; disposal of garbage, trash, rubbish and other refuse and waste; and the use of proven energy and carbon reduction measures. Neither Tenant nor Tenant’s
Agents shall use or operate the Premises in a manner that will cause any part of the Project to be in non-compliance with any Sustainability Requirements in effect from time to time. 
 4. TERM AND RENTAL: 
 A. Term; Base Monthly Rent: 

The Lease term (“Lease Term”) shall be for Eighty-Four (84) months, commencing on August 1, 2011 (the
“Commencement Date”), and ending July 31, 2018 (“Expiration Date”). Notwithstanding the Parties’ agreement that the Lease Term begins on the Commencement Date, this Lease and all of the obligations of Landlord and
Tenant shall be binding and in full force and effect from and after the Effective Date. In addition to all other sums payable by Tenant under this Lease, Tenant shall pay as base monthly rent (“Base Monthly Rent”) for the Premises in
accordance with the following schedule: 

 


  
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	 8/1/2011-10/31/2011
	  	$	0 	* 
	 11/1/2011-7/31/2012
	  	$	41,250	  
	 8/1/2012-7/31/2013
	  	$	50,700	  
	 8/1/2013-7/31/2014
	  	$	60,750	  
	 8/1/2014-7/31/2015
	  	$	69,001	  
	 8/1/2015-7/31/2016
	  	$	72,287	  
	 8/1/2016-7/31/2017
	  	$	74,751	  
	 8/1/2017-7/31/2018
	  	$	78,037	  

  

	*	Base Monthly Rent and Reimbursable Operating Expenses shall be completely abated for the first three (3) months of the Lease Term. 


Base Monthly Rent shall be due in advance on or before the first day of each calendar month during the Lease Term. All sums payable by
Tenant under this Lease shall be paid to Landlord in lawful money of the United States of America, without offset or deduction and except as otherwise expressly provided in this Lease without prior notice or demand, at the address specified in
Section 1 of this Lease or at such place or places as may be designated in writing by Landlord during the Lease Term. Base Monthly Rent for any period less than a calendar month shall be a pro rata portion of the monthly installment based on
the number of days in the partial calendar month; provided that if this Lease terminates due to Tenant’s default, Tenant shall not be relieved of the obligation to pay future accruing rent, and the provisions of Section 13 shall control.
On the Commencement Date, Tenant shall pay to Landlord the sum of Forty-One Thousand Two Hundred Fifty Dollars ($41,250) as a deposit to be applied against the Base Monthly Rent for the fourth month of the Lease Term. 

5. SECURITY DEPOSIT: 

A. Amount and Purpose: 
 Concurrently with Tenant’s execution of this Lease, Tenant shall provide Landlord an irrevocable standby letter of credit (as replaced or amended pursuant to this Section 5, the “Letter of
Credit”) in the amount of Sixty-Two Thousand Dollars ($62,000) in a form, containing terms, issued by a lending institution, and drawable in a



 
location all reasonably acceptable to Landlord (the Letter of Credit and all proceeds thereof, and all other sums paid to Landlord in substitution of the foregoing, being referred to as the
“Security Deposit”). If Tenant defaults with respect to any provisions of the Lease, including but not limited to (i) the provisions relating to payment of Base Monthly Rent or other charges in default, or any other amount which Landlord
may spend or become obligated to spend by reason of Tenant’s default, or (ii) breach of any of Tenant’s obligations under this Section 5, Landlord shall be entitled to draw the full amount of the Letter of Credit at any time by
certifying the occurrence of such default to the issuer; thereafter, the Security Deposit shall be in the form of cash held by Landlord. Tenant’s failure to timely comply with its obligations under this Section 5 shall constitute a
material default of Tenant, for which no notice or opportunity to cure shall apply or be required before Landlord is entitled to draw the full amount of the Letter of Credit. The Security Deposit shall be held by Landlord as security for the
faithful performance by Tenant of every term, covenant and condition of this Lease applicable to Tenant, and not as prepayment of rent. Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligation under
this Lease, use, apply or retain the whole or any part of the Security Deposit reasonably necessary for the payment of any amount which Landlord may spend by reason of Tenant’s default or as necessary to compensate Landlord for any loss or
damage which Landlord may suffer by reason of Tenant’s default, including without limitation loss of future rents due under this Lease upon termination of this Lease due to a default by Tenant and other damages recoverable under California
Civil Code Section 1951.2. Landlord shall not be deemed a trustee of the Security Deposit or any other funds held by Landlord, and Landlord shall not be required to keep the Security Deposit or any such other funds separate from its general
funds. The Security Deposit and such other funds shall not bear interest for the benefit of Tenant. If Tenant shall default more than three (3) times in any twelve (12) month period, irrespective of whether or not such default is cured,
then the Letter of Credit or cash Security Deposit held by Landlord shall, within ten (10) days after demand by Landlord, be increased by Tenant to an amount equal to three (3) times the Base Monthly Rent then payable.


 


  
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 B. Requirements of Letter of Credit: 

Tenant shall keep the Letter of Credit in effect during the entire Lease Term, as the same may be extended, plus a period of four
(4) weeks following the Expiration Date. At least thirty (30) days prior to expiration of any Letter of Credit, the term thereof shall be renewed or extended for a period of at least one (1) year. If the issuer of the Letter of Credit
becomes insolvent, is closed or is placed in receivership, or if Landlord is notified that the Letter of Credit will not be honored, or if there is a material negative change in the issuer’s credit rating or ability to meet its obligations,
then within five (5) days after demand from Landlord, Tenant shall deliver to Landlord a new Letter of Credit issued by a lending institution acceptable to Landlord in Landlord’s reasonable discretion, and otherwise meeting the
requirements of this Section 5. In the event Landlord draws against the Letter of Credit and the Security Deposit reverts to a cash Security Deposit held by Landlord, Tenant shall replenish the remaining Security Deposit such that the aggregate
amount of Security Deposit available to Landlord at all times during the Lease Term is the amount of the Security Deposit originally required, as the same may be required to be increased as provided below. If at any time while a Letter of Credit is
held as a Security Deposit, Tenant is a Debtor (as defined in Section 101(13) of the Bankruptcy Code) under any case or filing, then, anything in this Section 5 to the contrary notwithstanding, Landlord shall not be required to give Tenant
written notice of and/or opportunity to cure or grace period to cure any default under this Lease prior to Landlord drawing upon the Letter of Credit following Tenant’s failure to perform any of its obligations under this Lease. If Tenant
performs every provision of this Lease to be performed by Tenant, the Security Deposit shall be returned to Tenant within thirty (30) days after the Expiration Date and surrender of the Premises to Landlord in the condition required by this
Lease, less any amount deducted in accordance with this Section 5, together with Landlord’s written notice itemizing the amounts and purposes for such deduction. Tenant hereby waives California Civil



 
Code Section 1950.7, or any similar law now or hereafter in effect (including, without limitation, any federal law) which may have the effect of limiting the circumstances under which
Landlord would be allowed to use or apply the Security Deposit or amount that could be so used or applied, or imposing a deadline for the return of the Security Deposit. In the event of termination of Landlord’s interest in this Lease, Landlord
shall have the right to deliver the Letter of Credit or cash Security Deposit to Landlord’s successor in interest in the Premises and thereupon be relieved of further responsibility with respect to the Letter of Credit or cash Security Deposit.
Upon termination or transfer of Landlord’s interest in the Lease, within five (5) days after request by Landlord or Landlord’s successor, Tenant shall either cause the Letter of Credit to be amended to name Landlord’s successor
as the party entitled to draw down on the Letter of Credit and deliver such amendment to the requesting party, or shall obtain and deliver to the requesting party a new Letter of Credit naming Landlord’s successor as the party entitled to draw
on the Letter of Credit and otherwise meeting the requirement of this Section 5. Landlord shall have the right to pledge the Letter of Credit or otherwise grant a security interest therein to Landlord’s lenders, and shall have the right to
deliver the Letter of Credit or all or any portion of any cash Security Deposit to Landlord’s lenders in connection therewith, provided the Letter of Credit or cash Security Deposit shall only be used in accordance with, and shall continue to
be governed by, the terms and provisions of this Section 5. At Landlord’s election, within ten (10) days after request by Landlord, Tenant shall either cause the Letter of Credit to be amended to name Landlord’s lenders as the
beneficiary or as a co-beneficiary with Landlord, and/or as a co-signer of any certification presented for a draw down of the Letter of Credit, and to incorporate other changes to the Letter of Credit reasonably requested by Landlord or
Landlord’s lenders, or shall obtain a new Letter of Credit to effectuate such changes and otherwise meeting the requirements of this Section 5. If a new Letter of Credit is delivered to Landlord as required by this Section 5.B, the
old Letter of Credit shall be promptly returned to Tenant. If Landlord or a designated lender rightfully attempts to draw on the Letter of Credit but does not receive the full


 


  
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amount requested in cash, Tenant shall within five (5) days after demand from Landlord, deposit with Landlord cash in the amount of the deficiency. 

 

	6.	ACCEPTANCE OF POSSESSION AND COVENANTS TO SURRENDER: 

 A. Delivery and Acceptance: 
 On the Commencement Date, Landlord shall
deliver and Tenant shall accept possession of the Premises and enter into occupancy of the Premises on the Commencement Date. By accepting possession, Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections
of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, subject to all Restrictions and without
representation or warranty by Landlord. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this
Lease except for “Punch List” type items of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together
execute an acceptance agreement. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base
Monthly Rent and all other rent due under this Lease shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. 
 Notwithstanding the foregoing or anything else to the contrary contained in this Lease, on the Commencement Date, Landlord shall deliver to Tenant in good operating condition and repair: (i) the load
bearing walls, foundations, roof and other structural elements of the entire Premises (the “Structural Components”); (ii) the air conditioning, ventilation and heating systems (“HVAC”) for the entire Premises
and (iii) the plumbing, elevator, electrical systems, fire



 
sprinkler system, and lighting system for the second floor of the Premises. Any failure of the foregoing to be in such condition on delivery shall be promptly remedied by Landlord, at
Landlord’s sole cost and expense, provided that Tenant notifies Landlord of such failure within ninety (90) days following the Commencement Date and such failure was not caused by Tenant or Tenant’s Agents. 

B. Condition Upon Surrender: 
 Tenant further agrees on the expiration or sooner termination of this Lease, to surrender the Premises to Landlord in good condition and repair, excepting normal wear and tear, damage by casualty and
maintenance, repair and replacement obligations that are the responsibility of Landlord hereunder. In this regard, “normal wear and tear” shall be construed to mean wear and tear caused to the Premises by the natural aging process which
occurs in spite of prudent application of the best standards for maintenance, repair, replacement, and janitorial practices, and does not include items of neglected or deferred maintenance. In any event, Tenant shall cause the following to be done
prior to the Expiration Date or sooner termination of this Lease: (i) all interior walls shall be painted or cleaned so that they appear freshly painted, (ii) all tiled floors shall be cleaned and waxed, (iii) all carpets shall be
cleaned and shampooed, (iv) all broken, marred, stained or nonconforming acoustical ceiling tiles shall be replaced, (v) all cabling placed above the ceiling by Tenant or Tenant’s contractors shall be removed, (vi) all windows
shall be washed, (vii) the HVAC system shall be serviced by a reputable and licensed service firm and left in “good operating condition and repair”, which condition shall be so certified by such firm, and (viii) the plumbing and
electrical systems and lighting shall be placed in good order and repair (including replacement of any burned out, discolored or broken light bulbs, ballasts, or lenses). On or before the Expiration Date or sooner termination of this Lease, Tenant
shall remove all its personal property and trade fixtures from the Premises. All property and trade fixtures not so removed shall be deemed as abandoned by Tenant. Tenant shall ascertain from Landlord and Landlord shall inform Tenant, at the time
Landlord grants its consent to any 

 


  
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Alteration (as defined in Section 7 below) to be made by Tenant, whether Landlord desires to have any Alterations made by Tenant (as defined in Section 7 below) removed and the Premises
or any parts thereof restored to a standard open office plan with materials and finishes consistent with the other open office areas of the Premises, or to cause Tenant to surrender all Alterations in place to Landlord. If Landlord fails to specify,
at the time of its consent, whether any Alteration is to be removed upon the Expiration Date, then Landlord shall be deemed to have required its removal, unless otherwise specified in writing to Tenant. If Landlord does require removal, Tenant
shall, at Tenant’s sole cost and expense, remove such Alterations as Landlord requires and shall repair and restore said Premises or such parts thereof before the Expiration Date or sooner termination of this Lease. Such repair and restoration
shall include causing the Premises to be brought into compliance with all applicable building codes and laws in effect at the time of the removal, repair and restoration to the extent such compliance is necessitated by the removal, repair and
restoration work. Notwithstanding the foregoing or anything else to the contrary contained in this Lease, Tenant shall not be required to remove any of Alterations existing in the Premises as of the Commencement Date, as shown on As-Built Plans of
the Premises delivered to Landlord on or before the Commencement Date. 
 C. Failure to Surrender: 

If the Premises are not surrendered at the Expiration Date or sooner termination of this Lease in the condition required by
Section 6.C and other provisions of this Lease, Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord, and hold Landlord and Landlord’s trustees, beneficiaries, shareholders, directors, officers, members, employees,
partners, affiliates, agents, successors and assigns (collectively “Landlord Related Parties”) harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without
limitation reasonable attorneys fees) resulting from delay by Tenant in so surrendering the Premises including, without limitation, any claims made by any succeeding tenant founded



 
on such delay and costs incurred by Landlord in returning the Premises to the required condition, plus interest thereon at the Agreed Interest Rate. If Tenant remains in possession of the
Premises after the Expiration Date or sooner termination of this Lease without Landlord’s consent, such hold over shall not constitute a renewal or extension of the Lease Term, Tenant’s continued possession shall be on the basis of a
tenancy at sufferance, and Tenant shall be liable to Landlord for the reasonable rental value of the Premises (which shall in no event be less than one hundred fifty percent (150%) of the Base Monthly Rent due in the month preceding the earlier
termination or Expiration Date, as applicable) plus all other amounts payable by Tenant under this Lease. In addition, if Tenant holds over without Landlord’s consent, Tenant shall indemnify, defend with counsel reasonably acceptable to
Landlord, and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees)
resulting from delay by Tenant in timely surrendering the Premises. If Tenant holds over after the Expiration Date or sooner termination of this Lease with Landlord’s consent, such holding over shall be construed as a month to month tenancy, at
one hundred fifty percent (150%) of the Base Monthly Rent for the month preceding expiration or sooner termination of this Lease in addition to all other rent due under this Lease, and shall otherwise be on the terms and conditions of this
Lease, except those provisions relating to the Lease Term and any options to extend or renew, which provisions shall be of no further force and effect. This provision shall survive the termination or expiration of the Lease. 

7. ALTERATIONS & ADDITIONS: 
 A. General Provisions: 
 Tenant shall not make, or suffer to be made, any
alteration or addition to the Premises (“Alterations”), or any part thereof, without obtaining Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed; provided, however, that Tenant shall be
permitted to make Alterations, following ten (10) business days notice to Landlord, but without


 


  
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Landlord’s prior consent, to the extent that such Alterations (i) do not affect the Building systems or equipment, (ii) are not visible from the exterior of the Building, and
(iii) cost less than $50,000.00 for a particular job of work and less than $250,000.00 per year in the aggregate. With respect to any Alterations for which Landlord’s consent is required, Tenant shall deliver to Landlord the proposed
architectural and structural plans for all such Alterations at least fifteen (15) days prior to the start of construction. If such Alterations affect the structure of the Building, Tenant additionally agrees to reimburse Landlord its reasonable
out-of-pocket costs incurred in reviewing Tenant’s plans, not to exceed $1,500. After obtaining Landlord’s consent, Tenant shall not proceed to make such Alterations (a) until Tenant has obtained all required governmental approvals
and permits, and (b) if such Alterations cost in excess of $50,000, then, upon Landlord’s request, provides Landlord reasonable security, in form reasonably approved by Landlord, to protect Landlord against mechanics’ lien claims.
Tenant agrees to provide Landlord (i) not less than ten (10) days prior written notice of the anticipated and actual start-date of the work, (ii) a complete set of half-size (15” X 21”) vellum as-built drawings, and
(iii) a certificate of occupancy for the work upon completion of the Alterations. All Alterations shall be constructed by a licensed general contractor in compliance with all applicable Laws including, without limitation, all building codes,
Sustainability Requirements and the Americans with Disabilities Act of 1990 as amended from time to time. Upon the Expiration Date or sooner termination of this Lease, all Alterations, except movable furniture and trade fixtures, shall become a part
of the realty and belong to Landlord but shall nevertheless be subject to removal by Tenant as provided in Section 6.C. Alterations which are not deemed as trade fixtures include without limitation heating, lighting, electrical systems, air
conditioning, walls, carpeting, or any installation which has become an integral part of the Premises. All Alterations shall be maintained, replaced or repaired by Tenant at its sole cost and expense. In no event shall Landlord’s approval of,
or consent to, any contractor, Alterations, or any plans, specifications and drawings for any Alterations constitute a representation or warranty by Landlord of (i) the accuracy or completeness of



 
the plans, specifications, drawings and Alterations or the absence of design defects or construction flaws therein, or the qualification of any person or entity, or (ii) compliance with
applicable Laws, and Tenant agrees that Landlord shall incur no liability by reason of such approval or consent. Once any Alterations begin, Tenant shall diligently and continuously pursue their completion. 

B. Free From Liens: 
 Tenant shall keep the Premises free from all liens arising out of work performed, materials furnished, or obligations incurred by Tenant or claimed to have been performed for or furnished to Tenant. In
the event Tenant fails to discharge any such lien within ten (10) business days after receiving notice of the filing, Landlord shall immediately be entitled to discharge the lien at Tenant’s expense and all resulting costs incurred by
Landlord, including attorney’s fees shall be due immediately from Tenant as additional rent. 
 C. Compliance With
Governmental Regulations: 
 The term “Laws” or “Governmental Regulations” shall include all federal,
state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders now in force or hereafter enacted, promulgated, or issued. The term also includes
government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant’s sole expense will comply with all such Governmental
Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations. The judgment of any court of competent
jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of
that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this


 


  
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Section 7.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common
Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall
include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time. Landlord’s approval of any Alteration or other act by Tenant shall not
be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding the foregoing provisions of this Section 7.C, Landlord will
be responsible for causing the the Building and the Common Areas, to comply with applicable Laws and Government Regulations as of the Commencement Date. 
 D. Insurance Requirements: 
 Tenant shall maintain during the course of
construction of its Alterations, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building
materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its
contractors procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant, any property manager designated by
Landlord and Landlord’s lenders as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than One Million Dollars ($1,000,000.00) per occurrence and One Million Dollars ($1,000,000.00)
annual aggregate, and shall contain a severability of interest clause or a cross liability endorsement. If Commercial General Liability Insurance or other form with a



 
general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

 8. MAINTENANCE OF PREMISES: 
 A. Landlord’s Obligations: 
 Landlord at its sole cost and expense,
shall maintain in good condition, order, and repair, and replace as and when necessary, the structural components of the Building including the foundation, exterior load bearing walls and roof structure, except that the cost to repair any damage
caused by Tenant or Tenant’s Agents shall be paid for by Tenant to the extent the cost of repair is not fully paid to Landlord from available insurance proceeds. 
 Landlord shall also operate, manage and maintain (including, without limitation, contracting for regular maintenance and service), and replace as and when necessary, (i) the Common Area in such
manner reasonably determined by Landlord, (ii) the parking lot and all underground utility facilities servicing the Premises, (iii) all waterscape, landscaping and shrubbery, and (iv) exterior window washing; and to the extent Tenant
elects not to maintain and repair, and replace as and when necessary, the following: (1) the Building’s automatic fire extinguisher equipment, (2) elevator equipment, and (3) the Building’s roof membrane system. The cost of
the foregoing, to the extent undertaken by Landlord, shall be part of Reimbursable Operating Costs (defined in Section 8.D). 
 B. Tenant’s Obligations: 
 Tenant shall clean, maintain, repair and
replace when necessary the Building and every part thereof, except to the extent Landlord is required by Section 8.A. to maintain the same or undertake the following as Reimbursable Operating Costs (as defined in Section 8.D below),
through regular inspections and servicing, including but not limited to the following: (i) all plumbing and sewage facilities serving the Premises, (ii) all heating ventilating and air conditioning facilities and equipment serving the


 


  
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Premises, (iii) all fixtures, interior walls, floors, carpets and ceilings, (iv) all windows, door entrances, plate glass and glazing systems including caulking, and skylights (other
than exterior window washing), and (v) all electrical facilities and equipment. All wall surfaces and floor tile are to be maintained in an as good a condition as when Tenant took possession free of holes, gouges, or defacements. With respect
to item (ii) above, Tenant shall provide Landlord a copy of a service contract between Tenant and a licensed service contractor providing for periodic maintenance of all such systems or equipment in conformance with the manufacturer’s
recommendations. Tenant shall provide Landlord a copy of such preventive maintenance contracts and paid invoices for the recommended work if requested by Landlord. To the extent that any item in (i) through (v) above is determined by
Landlord to be for the benefit of more than one (1) tenant or occupant of the Building or Project, Landlord shall assume the obligation to clean, maintain, repair and replace the same as Reimbursable Operating Costs (as defined in
Section 8.D below) and Tenant shall have no obligation to clean, maintain, repair or replace such item. Tenant shall arrange for and pay directly for regular janitorial service for the Premises. 

 

	 	C.	Obligations Regarding Reimbursable Operating Costs: 

 In addition to the direct payment by Tenant of expenses as provided in Section 8.B, 9, 10 and 11 of this Lease, Tenant agrees to reimburse Landlord for Tenant’s Allocable Share (as defined in
Section 8.E below) of Reimbursable Operating Costs (as defined in Section 8.D below) resulting from Landlord payment of expenses related to the Building or Project which are not otherwise paid by Tenant directly. Landlord shall have the
right to periodically provide Tenant with a written estimate of Reimbursable Operating Costs for the next twelve (12) months and Tenant shall thereafter, until Landlord revises such estimate, pay to Landlord as additional rental, along with its
Base Monthly Rent, one twelfth of Tenant’s Allocable Share of the Reimbursable Operating Costs as estimated by Landlord. Within ninety (90) days after the end of each calendar year during the Term



 
Landlord shall deliver to Tenant a statement (“Annual Statement”) in which Landlord shall set forth the actual expenditures for Reimbursable Operating Costs for such calendar year and
Tenant’s Allocable Share thereof. The Annual Statement shall be certified by an authorized officer of Landlord to be correct. If the Annual Statement shows that Tenant’s payments of estimated Reimbursable Operating Costs exceeded
Tenant’s actual obligation in respect of such calendar year, Landlord shall accompany said Annual Statement with a payment to Tenant of the amount of such excess. If the Annual Statement shows that Tenant’s payments of estimated
Reimbursable Operating Costs were less than its actual obligation in respect of such calendar year, Tenant shall pay said difference to Landlord within thirty (30) days of Tenant’s receipt of the Annual Statement. 

Provided no event of default exists hereunder and Tenant has timely paid the amount set forth in the applicable Annual Statement,
Tenant, through an independent certified public accounting firm hired by Tenant on a non-contingent fee basis, shall have the right, during regular business hours, at the management office for the Project, and after giving at least thirty
(30) days’ advance written notice to Landlord, to commence to have Landlord’s books and records related to Reimbursable Operating Costs for the subject Lease year reviewed. Any review of a particular Lease year’s Reimbursable
Operating Costs must be completed within ninety (90) days after Tenant’s receipt of the applicable Annual Statement. In the event the results of the review of records reveals that Tenant was overcharged with respect to Reimbursable
Operating Costs for the preceding Lease year, then Tenant shall be credited the overage applicable to Tenant against Tenant’s subsequent installment of rent or other payments due to Landlord under the Lease. In the event that such results show
that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord within thirty (30) days of such determination. All costs and expenses of any such review shall be paid by
Tenant; provided, however, that if the amount of Reimbursable Operating Costs were overstated by Landlord by more than ten percent (10%), Landlord shall reimburse Tenant for the commercially reasonable, out of pocket expense incurred by Tenant in
connection with Tenant’s review. 

 


  
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 D. Reimbursable Operating Costs: 

For purposes of calculating Tenant’s Allocable Share of Building and Project costs, the term “Reimbursable Operating
Costs” is defined as all costs and expenses which are incurred by Landlord in connection with ownership and operation of the Building or the Project in which the Premises are located, together with such additional facilities as may be
determined by Landlord to be reasonably desirable or necessary to the ownership and operation of the Building and/or Project. All costs and expenses shall be determined in accordance with generally accepted accounting principles which shall be
consistently applied (with accruals appropriate to Landlord’s business). Reimbursable Operating Costs shall include, but not be limited to, the following to the extent the obligation therefor is not that of Tenant under the provisions of
Section 8.B above: (i) common area utilities, including water, power, telephone, heating, lighting, air conditioning, ventilating, and Building utilities to the extent not separately metered; (ii) common area maintenance and service
agreements for the Building and/or Project and the equipment therein, including without limitation, common area janitorial services, alarm and security services, exterior window cleaning, and maintenance of the sidewalks, landscaping, waterscape,
roof membrane, parking areas, driveways, service areas, mechanical rooms, elevators, and the building exterior; (iii) insurance premiums and costs, including without limitation, the premiums and cost of fire, casualty and liability coverage and
rental abatement and, if required by Landlord’s Mortgagee (defined below) or elected by Tenant, earthquake insurance applicable to the Building or Project; (iv) repairs, replacements and general maintenance (excluding repairs and general
maintenance paid by proceeds of insurance or by Tenant or other third parties other than as Reimbursable Operating Costs, and repairs or alterations attributable solely to tenants of the Building or Project other than Tenant); (v) all real
estate taxes and assessment installments or other impositions or charges which may be levied on



 
the Building or Project, upon the occupancy of the Building or Project and including any substitute or additional charges which may be imposed during, or applicable to the Lease Term including
real estate tax increases due to a sale, transfer or other change of ownership of the Building or Project, as such taxes are levied or appear on the City and County tax bills and assessment rolls, but excluding the actual transfer tax;
(vi) costs of complying with Sustainability Requirements; (vii) deductibles under insurance policies, up to $50,000 (or such other commercially reasonable amount); (viii) capital expenditures, which shall be amortized over their
useful lives as reasonably determined by Landlord, together with interest on the unpaid portion of such expenditure at the Agreed Interest Rate; and any of items (i) through (vi) in Section 8.B above to the extent Landlord has elected
to assume with respect thereto the obligations for cleaning, maintenance, repair and/or replacement. 
 Notwithstanding the
foregoing, Reimbursable Operating Costs hereunder shall not include: (1) charges for electricity, water or other utilities or services and applicable taxes to the extent Tenant is obligated to pay the same directly pursuant to other provisions
of this Lease, or to the extent any other tenant, occupant, person or other party directly reimburses Landlord (other than as a Reimbursable Operating Cost or on the basis of its proportionate share thereof); (2) commissions, concessions,
allowances, tenant improvements, advertising and other expenses incurred in connection with preparing, staging and leasing space in the Project; (3) depreciation and costs required to be capitalized in accordance with generally accepted
accounting practices, except for amortization of capital costs as provided above; (4) costs for which reimbursement is received from Landlord’s insurer, under warranty, by condemnation or by other third party; (5) ground rental
payments or payments of mortgage fees, interest and/or principal; (6) the cost of initial design and construction of the Project and repair of defects associated therewith; (7) costs, fines or penalties incurred due to a violation by
Landlord of any applicable Law or a violation of any other tenant leases at the Project; (8) any cost representing an amount paid to a person, firm, corporation or other entity controlled by or related to Landlord to the extent materially in


 


  
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excess of the amount which would have been paid in an arms-length negotiation under then-current market conditions; (9) Landlord’s general overhead except to the extent reasonably
attributable and allocated, if appropriate, to the operation and management of the Project; (10) costs of acquiring and securing sculptures, paintings and other works of art; (11) charitable or political contributions; (12) bad debt
loss, rent loss, or reserves for bad debts or rent loss; (13) the costs of abating or removing Hazardous Materials (defined below) that (A) existed at the Premises or Project prior to the Commencement Date, (B) migrated thereon after
the Commencement Date due to no fault of Tenant or any of Tenant’s Agents, or (C) were brought to the Premises or Project by Landlord or any Landlord Related Party (defined below); and (14) legal fees and costs incurred in connection
with the negotiation of leases or disputes with other tenants of the Project, a violation of law by Landlord or Landlord’s agents, employees or contractors, or the sale, transfer, financing or re-financing of the Project. 

Landlord shall have no obligation to provide guard services or other security measures for the benefit of the Project. Tenant assumes
all responsibility for the protection of Tenant and Tenant’s Agents from acts of third parties; provided, however, that nothing contained herein shall prevent Landlord, at its sole option, from providing security measures for the Project. This
is a “Net” Lease, meaning that Base Monthly Rent is paid to Landlord absolutely net of all costs and expenses, except only those costs which this Lease expressly states shall be paid by Landlord at Landlord’s sole cost. The provision
for payment of Reimbursable Operating Costs by means of monthly payment of Tenant’s Allocable Share of Building and/or Project Costs is intended to pass on to Tenant and reimburse Landlord for all costs of operating and managing the Building
and/or Project, other than those costs which this Lease expressly states shall be paid by Landlord at Landlord’s sole cost. If less than one hundred percent of the Building and other Project buildings is leased at any time during the Lease
Term, Landlord shall adjust Reimbursable Operating Costs to equal Landlord’s reasonable estimate of what Reimbursable Operating Costs would be had one hundred percent (100%) of the Building and the other Project buildings been leased.



 E. Tenant’s Allocable Share: 

For purposes of prorating Reimbursable Operating Costs which Tenant shall pay, Tenant’s Allocable Share of Reimbursable Operating
Costs shall be computed by multiplying the Reimbursable Operating Costs by a fraction, the numerator of which is the rentable square footage of the Premises and the denominator of which is either (i) the total rentable square footage of the
Building if the service or cost is allocable only to the Building, or (ii) the total rentable square footage of the buildings in the Project if the service or cost is allocable to the entire Project, or (iii) the total rentable square
footage of the premises of those tenant’s or occupants that Landlord determines to be benefiting from such service or facility. Tenant’s obligation to share in Reimbursable Operating Costs shall be adjusted to reflect the Lease
Commencement and Expiration Dates and is subject to recalculation in the event of expansion or contraction of the rentable square footage of the Building or Project. Notwithstanding the foregoing or anything else to the contrary contained in the
Lease, for purposes of calculating the Reimbursable Operating Costs, the rentable square footage of the Premises shall be deemed to be 55,000 for months 1-12, and then 82,144 for the remainder of the Lease Term. 

F. Waiver of Liability: 
 Failure by Landlord to perform any defined services, or any cessation thereof, when such failure is caused by accident, breakage, repairs, strikes, lockout or other labor disturbances or labor disputes of
any character or by any other cause, similar or dissimilar, shall not render Landlord liable to Tenant in any respect, including damages to either person or property, nor be construed as an eviction of Tenant, nor cause an abatement of rent, nor
relieve Tenant from fulfillment of any covenant or agreement hereof. Should any equipment or machinery utilized in supplying the services listed herein break down or for any cause cease to function properly, upon receipt of written notice from
Tenant of any deficiency or failure of any services, Landlord shall use reasonable diligence


 


  
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to repair the same promptly, but Tenant shall have no right to terminate this Lease and shall have no claim for rebate of rent or damages on account of any interruptions in service occasioned
thereby or resulting therefrom. Tenant waives the provisions of California Civil Code Sections 1941 and 1942 concerning the Landlord’s obligation of tenantability and Tenant’s right to make repairs and deduct the cost of such repairs from
the rent, and any similar Law now or hereafter in effect. Landlord shall not be liable for a loss of or injury to person or property, however occurring, through or in connection with or incidental to furnishing, or its failure to furnish, any of the
foregoing. 
 9. INSURANCE: 
 A. Tenant’s Use: 
 Tenant shall not use or permit the Premises, or
any part thereof, to be used for any purpose other than that for which the Premises are hereby leased; and no use of the Premises shall be made or permitted, nor acts done, which will cause an increase in premiums or a cancellation of any insurance
policy covering the Premises or any part thereof, nor shall Tenant sell or permit to be sold, kept, or used in or about the Premises, any article prohibited by the standard form of fire insurance policies. Tenant shall, at its sole cost, comply with
all requirements of any insurance company or organization necessary for the maintenance of reasonable fire and commercial general liability insurance covering the Premises and appurtenances. 

B. Landlord’s Insurance: 
 Landlord agrees to purchase and keep in force All Risk and fire insurance in an amount equal to the replacement cost of the Building excluding any improvements made by Tenant not typically required for
office uses (“Specialized Tenant Improvements”) or Alterations as determined by Landlord’s insurance company’s appraisers. In addition, if required by its Mortgagee or if Tenant elects, Landlord may elect to purchase insurance
coverage for perils including earthquake, flood and/or terrorist acts, in amounts and with deductibles reasonably determined by Landlord and acceptable to Mortgagee and Tenant. Landlord may also maintain a policy of
(i)


 
commercial general liability insurance insuring Landlord (and such others designated by Landlord) against liability for personal injury, bodily injury, death and damage to property occurring or
resulting from an occurrence in, on or about the Premises or Project in an amount as Landlord determines is reasonably necessary for its protection, and (ii) rental loss insurance covering a twelve (12) month period. Tenant agrees to pay
Landlord as additional rent, within ten (10) business days after written invoice to Tenant, Tenant’s Allocable Share of the amount of any deductible under such policy, provided that if damage is confined to the Premises, Tenant shall pay
the entire deductible to Landlord; provided, however, Tenant’s portion of any deductible shall not exceed $50,000 (or such other commercially reasonable amount). It is understood and agreed that Tenant’s obligation under this
Section 9.B will be prorated to reflect the Lease Commencement and Expiration Dates. 
 C. Tenant’s Insurance:

 Tenant agrees, at its sole cost, to insure its personal property, trade fixtures, Specialized Tenant Improvements and
Alterations against damage for their full replacement value (without depreciation). Said insurance shall provide All Risk and fire coverage equal to the replacement cost of said property. The property insurance provided by Tenant as required by this
paragraph shall be carried in favor of Landlord and Tenant as their respective interests may appear and shall provide that any loss to Alterations shall be adjusted with and be payable to both Landlord and Tenant. Tenant shall deliver a copy of the
policy and renewal certificate to Landlord. Tenant agrees, at its sole cost, to obtain and maintain throughout the Lease Term Commercial General Liability insurance for occurrences within the Project with a combined single limit of not less than
Five Million Dollars ($5,000,000.00) and worker’s compensation insurance with limits as required by Law. Tenant’s liability insurance shall be primary insurance containing a cross-liability endorsement, and shall provide coverage on an
“occurrence” rather than on a “claims made” basis. All such insurance shall provide for severability of interests; shall provide that an act or omission of one of the named (additional)


 


  
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insureds shall not reduce or avoid coverage to the other named (additional insureds). Tenant shall name Landlord and Landlord’s lenders as additional insureds and shall deliver a copy of the
policies and renewal certificates to Landlord. All insurance policies required under this Section 9.C shall endeavor to provide for thirty (30) days’ prior written notice to Landlord of any cancellation, termination, or reduction in
coverage. Notwithstanding the above, Landlord retains the right to have Tenant provide other forms of insurance which may be reasonably required to cover future risks. 
 D. Waiver: 
 Landlord and Tenant hereby waive all tort, contract or other
rights each may have against the other on account of any loss or damage sustained by Landlord or Tenant, as the case may be, or to the Premises or its contents, which may arise from any risk covered by their respective insurance policies (or which
would have been covered had such insurance policies been maintained in accordance with this Lease) as set forth above; provided that such waiver shall be effective only to the extent permitted by the insurance covering such loss. The Parties shall
each obtain from their respective insurance companies a waiver of any right of subrogation which said insurance company may have against Landlord or Tenant, as the case may be. 
 10. TAXES: 
 Tenant shall be liable for and shall pay as additional rent,
prior to delinquency, all taxes and assessments levied against Tenant’s personal property and trade or business fixtures. All real estate taxes shall be prorated to reflect the Lease Commencement and Expiration Dates. If, at any time during the
Lease Term a tax, excise on rents, business license tax or any other tax, however described, is levied or assessed against Landlord as a substitute or addition, in whole or in part, for taxes assessed or imposed on land or buildings, Tenant shall
pay and discharge its pro rata share of such tax or excise on rents or other tax before it becomes delinquent; except that this provision is not intended to cover net income taxes, documentary stamp or transfer tax, inheritance, gift or estate tax
imposed upon Landlord. In the



 
event that a tax is placed, levied, or assessed against Landlord and the taxing authority takes the position that Tenant cannot pay and discharge its pro rata share of such tax on behalf of
Landlord, then at Landlord’s sole election, Landlord may demand from Tenant, as additional rent, the exact amount of such tax and Tenant shall pay such increase. If by virtue of any application or proceeding brought by Landlord, there results a
reduction in the assessed value of the Premises during the Lease Term, Tenant agrees to pay Landlord a fee consistent with the fees charged by a third party appeal firm for such services, not to exceed $1,500. 

11. UTILITIES: 
 Tenant
shall arrange for and pay directly to the providing utility all water, gas, electric, telephone, and other utilities supplied to the Premises. Landlord shall not be liable for loss of or injury to person or property, however occurring, through or in
connection with or incidental to furnishing or the utility company’s failure to furnish utilities to the Premises or any other portion of the Project, and in such event Tenant shall not be entitled to abatement or reduction of any portion of
Base Monthly Rent or any other amount payable under this Lease. 
 Notwithstanding the foregoing, if all or a material portion
of the Premises is made untenantable or inaccessible for more than five (5) consecutive business days, after notice from Tenant to Landlord, by a service interruption caused by the gross negligence or willful misconduct of Landlord or
Landlord’s agents or employees, then, as Tenant’s sole remedy, Base Monthly Rent shall abate for the period beginning on the day immediately following such 5-business-day period and ending on the day such service interruption ends, but
only in proportion to the percentage of the rentable square footage of the Premises made untenantable or inaccessible. 

12. TOXIC WASTE AND ENVIRONMENTAL
 DAMAGE: 
 A. Use of Hazardous Materials: 

Without the prior written consent of Landlord, neither Tenant, nor any subtenant of


 


  
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the Premises (of any tier in the chain of title) or any of Tenant’s or such subtenant’s agents, employees, representatives, affiliates, architects, contractors (including without
limitation subcontractors of all tiers), suppliers, vendors, subtenants, licensees or invitees (collectively “Tenant’s Agents”), shall cause or permit any Hazardous Materials, as defined below, to be generated, brought onto, used,
stored, created, released or disposed of in or about the Premises or Project, except that Tenant may use and store (i) those substances set forth on Exhibit “C” attached hereto, and (ii) small quantities of common household
cleaners and office supplies on the Premises provided such use and storage is in strict compliance with all Environmental Laws, as defined below. As used herein, the term “Hazardous Materials” shall mean any and all substances, materials
or wastes (whether liquid, solid or gaseous), which are a pollutant or contaminant, or which are hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or injurious, or which present a risk to public health or the environment, or which
are or may become regulated by or under the authority of any Environmental Laws, as defined below, including, without limitation, asbestos or asbestos containing materials, petroleum products, pesticides, polychlorinated biphenyls, flammable
explosives, radioactive materials and urea formaldehyde. As used herein, the term “Environmental Laws” shall mean any present or future federal, state or local Laws, whether common law, statute, rule, regulation or ordinance, judgment,
order, or other governmental restriction, guideline, listing or requirement, relating to the environment or any Hazardous Materials, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42
U.S.C. §9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., and applicable provisions of the California Health and Safety Code and the California Water Code, all as heretofore or hereafter may be
amended from time to time. As used in this Section 12, the phrase “by anyone else at the Premises with the permission of Tenant” assumes that Tenant has used commercially reasonable efforts to secure the Premises from trespassers and
intruders. 


 In order to obtain consent, Tenant shall deliver to Landlord its written proposal
describing the Hazardous Materials to be brought onto the Premises, measures to be taken for storage and disposal thereof, and safety measures to be employed to prevent pollution or contamination of the air, soil, surface and ground water.
Landlord’s approval may be withheld in its reasonable judgment. In the event Landlord consents to Tenant’s use of Hazardous Materials on the Premises or such consent is not required, Tenant represents and warrants that it shall comply with
all Governmental Regulations applicable to Hazardous Materials including doing the following: (i) adhere to all reporting and inspection requirements imposed by Federal, State, County or Municipal Laws and provide Landlord a copy of any such
reports or agency inspections; (ii) obtain and provide Landlord copies of all necessary permits required for the use and handling of Hazardous Materials on the Premises; (iii) enforce Hazardous Materials handling and disposal practices
consistent with industry standards; (iv) surrender the Premises and Project free from any and all Hazardous Materials generated, brought, used, stored, created, released, or disposed of by Tenant or Tenant’s Agents or by anyone else at the
Premises with the permission of Tenant (other than Landlord or Landlord’s agents, employees or contractors) coming onto the Premises; and (v) properly close the facility with regard to Hazardous Materials including the removal or
decontamination of any process piping, mechanical ducting, storage tanks, containers, or trenches which have come into contact with Hazardous Materials and obtaining a closure certificate from the local administering agency prior to the Expiration
Date or sooner termination of this Lease. 
 B. Tenant’s Indemnity Regarding Hazardous 

Materials: 
 Tenant shall, at its sole cost and expense and with counsel reasonably acceptable to Landlord, indemnify, defend and hold harmless Landlord and the Landlord Related Parties from and against any and all
claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) incurred or suffered arising from


 


  
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generating, bringing, using, storing, creating, releasing or disposing of Hazardous Materials in or about the Premises or Project by Tenant or Tenant’s Agents, or by anyone else coming onto
the Premises with the permission of Tenant (other than Landlord or Landlord’s agents, employees and contractors), or the violation of any Governmental Regulation or Environmental Laws by Tenant or Tenant’s Agents or by anyone else coming
onto the Premises with the permission of Tenant (other than Landlord or Landlord’s agents, employees or contractors). This indemnification, defense and hold harmless obligation applies whether or not the concentrations of any such Hazardous
Materials exceed applicable maximum contaminant or action levels or any governmental agency has issued a cleanup order. Tenant’s indemnification, defense, and hold harmless obligations include, without limitation, the following:
(i) claims, liabilities, costs or expenses resulting from or based upon administrative, judicial (civil or criminal) or other action, legal or equitable, brought by any private or public person under present or future Laws, including
Environmental Laws; (ii) claims, liabilities, costs or expenses pertaining to the assessment and identification, monitoring, cleanup, containment, or removal of Hazardous Materials from soils, riverbeds or aquifers including the provision of an
alternative public drinking water source; (iii) losses attributable to diminution in the value of the Premises, Building or Project (iv) loss or restriction of use of rentable space in the Building or Project; (v) material adverse
effect on the marketing of any space in the Building or Project; and (vi) all other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings,
orders or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation. Notwithstanding anything to the contrary contained in the
foregoing, Tenant shall have no liability or responsibility with respect to Hazardous Materials (a) present at or about the Premises, Building or Project prior to the Commencement Date and not introduced by Tenant or Tenant’s Agents,
(b) that emanate onto the Premises, Building or Project from outside thereof that are not the responsibility of Tenant or



 
Tenant’s Agents under this Section 12, or (c) that are introduced to the Premises, Building or Project by Landlord, any Landlord Related Party or other tenants of the Building or
Project. This Section 12.B shall survive the expiration or termination of this Lease. 
 C. Notice of Release or
Violation: 
 If, during the Lease Term (including any extensions), Tenant becomes aware of (i) any actual or
threatened release of a Hazardous Materials on, under or about the Premises or Project or (ii) any inquiry, investigation, proceeding, claim, notice or order by any private or public person or entity regarding the presence of Hazardous
Materials on, under or about the Premises or Project, including without limitation alleged violations of Environmental Laws by Tenant or Tenant’s Agents, Tenant shall give Landlord written notice of the release or investigation within five
(5) days after learning of it and shall simultaneously and thereafter furnish Landlord with copies of any claims, notices of violation, reports, or other writings received by Tenant concerning the release or investigation. In the event of an
actual release of Hazardous Materials, Tenant shall also give Landlord immediate verbal notice of such release. In the event of any release on or into the Premises or any portion of the Project or into the soil or ground water under the Premises,
the Building or the Project of any Hazardous Materials used, treated, stored or disposed of by Tenant or Tenant’s Agents or by anyone else at the Premises or Project with the permission of Tenant (other than Landlord or Landlord’s agents,
employees or contractors) coming onto the Premises, Tenant agrees to comply, at its sole cost, with all laws, regulations, ordinances and orders of any federal, state or local agency relating to the monitoring or remediation of such Hazardous
Materials. In the event of any such release of Hazardous Materials Tenant shall immediately give verbal and follow-up written notice of the release to Landlord, and Tenant agrees to meet and confer with Landlord and any lender designated by Landlord
to attempt to eliminate and mitigate any financial exposure to such lender and resultant exposure to Landlord under California Code of Civil Procedure Section 736(b) as a result of such release, and promptly to


 


  
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take reasonable monitoring, cleanup and remedial steps given, inter alia, the historical uses to which the Project has and continues to be used, the risks to public health posed by the release,
the then available technology and the costs of remediation, cleanup and monitoring, consistent with acceptable customary practices for the type and severity of such contamination and all applicable Laws. Nothing in the preceding sentence shall
eliminate, modify or reduce the obligation of Tenant under 12.B of this Lease to indemnify, defend and hold Landlord and the Landlord Related Parties harmless. Tenant shall provide Landlord prompt written notice of Tenant’s monitoring, cleanup
and remedial steps. In the absence of an order of any federal, state or local governmental or quasi-governmental agency relating to the cleanup, remediation or other response action required by applicable law, any dispute arising between Landlord
and Tenant concerning Tenant’s obligation to Landlord under this Section 12.C concerning the level, method, and manner of cleanup, remediation or response action required in connection with such a release of Hazardous Materials shall be
resolved by mediation and/or arbitration pursuant to this Lease. 
 D. Remediation Obligations: 

In the event of any release on, under or about the Premises or the Project of any Hazardous Materials generated, brought onto, used,
stored, created or disposed of by Tenant or Tenant’s Agents or by anyone else at the Premises or Project with the permission of Tenant (other than Landlord or Landlord’s agents, employees or contractors) coming onto the Premises, Tenant
shall, at its sole cost, promptly take all necessary and appropriate actions, in compliance with applicable Environmental Laws, to remove or remediate such Hazardous Materials, whether or not any governmental agency has issued a cleanup order, so as
to return the Premises and Project to the condition that existed before the introduction of such Hazardous Materials. Tenant shall obtain Landlord’s written consent prior to implementing any proposed removal or remedial action, provided,
however, that Tenant shall be entitled to respond immediately to an emergency without first obtaining Landlord’s written consent. Nothing in the preceding



 
sentence shall in any way eliminate, modify or reduce the obligation of Tenant under 12.B of this Lease to indemnify, defend and hold Landlord and the Landlord Related Parties harmless.

 E. Environmental Monitoring: 
 Landlord and its agents shall have the right to inspect, investigate, sample and monitor the Premises, including any air, soil, water, ground water, or to conduct any other sampling or testing, digging,
drilling or analysis, to determine whether Tenant is complying with the terms of this Section 12. If Landlord discovers that Tenant is not in compliance with the terms of this Section 12, any costs incurred by Landlord in determining
Tenant’s non compliance, including attorneys’, consultants’ and experts’ fees, shall be due and payable by Tenant to Landlord within five (5) days following Landlord’s written demand therefor. 

13. TENANT’S DEFAULT 
 A. Events of Default 
 The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant: (i) Tenant’s failure to pay the Base Monthly Rent or any other payment due under this Lease (including additional rent) by the date such amount is due, which failure
continues for five (5) days past due, (ii) the abandonment or vacation of the Premises by Tenant in excess of thirty (30) consecutive days; (iii) Tenant’s failure to observe and perform any other required provision of this
Lease, where such failure continues for thirty (30) days after written notice from Landlord, except that if this Lease expressly provides that no notice or cure is required for a breach or default to exist then such thirty (30) day notice
and cure period shall not apply; (iv) Tenant’s making of any general assignment for the benefit of creditors; (v) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or of a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within thirty (30) days after the filing); (vi) the appointment of a trustee or receiver to take possession of
substantially all of Tenant’s assets located at the 

 


  
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Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; (vii) 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; or (viii) the occurrence of any other event described as a default
elsewhere in this Lease or any amendment thereto regardless of whether such event is defined as a material default and breach of this Lease in this Section 13. 
 B. Remedies: 
 In the event of any default by Tenant, then in addition to
other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving written notice of such intention to terminate. In the event Landlord elects to so
terminate this Lease, Landlord may recover from Tenant all the following: (i) the worth at time of award of any unpaid rent which had been earned at the time of such termination; (ii) the worth at time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss for the same period that Tenant proves could have been reasonably avoided; (iii) the worth at time of award of the amount
by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; (iv) any other amount necessary to compensate Landlord for all detriment
proximately caused by Tenant’s failure to perform its obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom; including the following: (x) expenses for repairing, altering or remodeling
the Premises for purposes of reletting, (y) broker’s fees, advertising costs or other expenses of reletting the Premises, and (z) costs of carrying the Premises such as taxes, insurance premiums, utilities and security precautions;
and (v) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable California law. The term “rent”, as used in this Lease, is defined as the minimum monthly
installments of Base Monthly



 
Rent and all other sums required to be paid by Tenant pursuant to this Lease, all such other sums being deemed as additional rent due hereunder. As used in (i) and (ii) above,
“worth at the time of award” shall be computed by allowing interest at a rate equal to the greater of the following (the “Agreed Interest Rate”) (i) the discount rate of the Federal Reserve Bank of San Francisco plus five
(5%) percent per annum, as of the twenty-fifty (25th) day of the month immediately preceding Tenant’s default, on advances to member banks under Section 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from
time to time amended, or (ii) ten percent (10%) per annum. As used in (iii) above, “worth at the time of award” 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 (1%) percent. Furthermore, in the event of a default as described in clause (iv), (v), (vi) or (vii) in Section 13.A above, Landlord reserves the right to compensation for all damages and costs
incurred by Landlord as a result of Tenant’s default, including without limitation those based upon a tort claim or contractual claim, and without any cap other than that imposed by the United States Bankruptcy Code (as amended, and as
interpreted by case law, the “Code”) with respect to rent, as defined in the Code. Tenant hereby waives the protection of any limitation in the Code imposed upon such damages to the extent such waiver is enforceable under the Code, and
Tenant hereby agrees that the Security Deposit may be retained by Landlord for purposes of compensation for any and all tort or contractual or other claims by Landlord against Tenant. Any obligation Landlord may have to mitigate damages upon a
termination due to Tenant’s default shall not include the obligation to relet the Premises if Landlord has other comparable available space within the Building or Project. 

C. Right to Re-enter: 
 In the event of any such default by Tenant, Landlord shall have the right, after terminating this Lease, to re-enter the Premises and remove all persons and property in accordance with applicable law.
Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, and disposed of by Landlord, in any manner permitted by law.


 


  
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D. Continuation of Lease: 
 If Landlord does not elect to terminate
this Lease as provided in Section 13.B above, then the provisions of California Civil Code Section 1951.4, (Landlord may continue the Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes due if Tenant
has a right to sublet and assign, subject only to reasonable limitations) as amended from time to time, shall apply, this Lease shall continue in effect, and Landlord may enforce all of its rights and remedies under this Lease, including without
limitation, the right to recover payment of rent as it becomes due. 
 E. No Termination: 

Neither efforts by Landlord to mitigate damages caused by a breach or default of Tenant, nor acts of maintenance or preservation or
efforts to relet the Premises shall constitute an election by Landlord to terminate the Lease or a termination of Tenant’s right to possession of the Premises. 
 F. Non-Waiver: 
 Landlord may accept Tenant’s payments without
waiving any rights under this Lease, including rights under a previously served notice of default. No payment by Tenant or receipt by Landlord of a lesser amount than any installment of rent due shall be deemed as other than payment on account of
the amount due. If Landlord accepts payments after serving a notice of default, Landlord may nevertheless commence and pursue an action to enforce rights and remedies under the previously served notice of default without giving Tenant any further
notice or demand. Furthermore, the Landlord’s acceptance of rent from the Tenant when the Tenant is holding over without express written consent does not convert Tenant’s tenancy from a tenancy at sufferance to a month to month tenancy. No
waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy for the violation of that provision, even if that violation continues or is repeated. Any waiver by Landlord



 
of any provision of this Lease must be in writing. Such waiver shall affect only the provision specified and only for the time and in the manner stated in the writing. No delay or omission in the
exercise of any right or remedy by Landlord shall impair such right or remedy or be construed as a waiver thereof by Landlord. No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, shall constitute
acceptance of the surrender of the Premises by Tenant before the Expiration Date. Only written notice from Landlord to Tenant of acceptance shall constitute such acceptance of surrender of the Premises. Landlord’s consent to or approval of any
act by Tenant which requires Landlord’s consent or approvals shall not be deemed to waive or render unnecessary Landlord’s consent to or approval of any subsequent act by Tenant. The voluntary or other surrender of this Lease by Tenant, or
a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or subtenants, or may, at the option of Landlord, operate as an assignment to Landlord of any or all such subleases
or subtenants 
 G. Performance by Landlord: 
 If Tenant fails to perform any obligation required under this Lease or by Laws, Landlord in its sole and absolute discretion may, without notice, without waiving any rights or remedies and without
releasing Tenant from its obligations hereunder, perform such obligation, in which event Tenant shall pay Landlord as additional rent all sums paid by Landlord in connection with such substitute performance, including interest at the Agreed Interest
Rate within ten (10) days of Landlord’s written notice for such payment. 
 H. Habitual Default: 

The provisions of Section 13 notwithstanding, the Parties agree that if Tenant shall have defaulted in the performance of any (but
not necessarily the same) term or condition of this Lease for three (3) or more times during any twelve (12) month period during the Lease Term, then such conduct shall, at the election of the Landlord, represent a separate event of
default which cannot be cured by Tenant. Tenant 

 


  
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acknowledges that the purpose of this provision is to prevent repetitive defaults by Tenant, which work a hardship upon Landlord and deprive Landlord of Tenant’s timely performance under
this Lease. 
 14. LANDLORD’S LIABILITY: 
 A. Limitation on Landlord’s Liability: 
 In the event of
Landlord’s failure to perform any of its covenants or agreements under this Lease, Tenant shall give Landlord written notice of such failure and shall give Landlord thirty (30) days to cure or commence to cure such failure prior to any
claim for breach or resultant damages, provided, however, that if the nature of the default is such that it cannot reasonably be cured within the 30-day period, Landlord shall not be deemed in default if it commences within such period to cure, and
thereafter diligently prosecutes the same to completion. In addition, upon any such failure by Landlord, Tenant shall give notice by registered or certified mail to any person or entity with a security interest in the Premises
(“Mortgagee”) that has provided Tenant with notice of its interest in the Premises, and shall provide Mortgagee a reasonable opportunity to cure such failure, including such time to obtain possession of the Premises by power of sale or
judicial foreclosure, if such should prove necessary to effectuate a cure. Tenant agrees that each of the Mortgagees to whom this Lease has been assigned is an express third-party beneficiary hereof. Tenant waives any right under California Civil
Code Section 1950.7 or any other present or future law to the collection of any payment or deposit from Mortgagee or any purchaser at a foreclosure sale of Mortgagee’s interest unless Mortgagee or such purchaser shall have actually
received and not refunded the applicable payment or deposit. Tenant further waives any right to terminate this Lease and to vacate the Premises on Landlord’s default under this Lease. Tenant’s sole remedy on Landlord’s default is an
action for damages or injunctive or declaratory relief; provided, however, Landlord and the Landlord Related Parties shall not be liable to Tenant for any consequential damages suffered or incurred by Tenant on account of Landlord’s default
including, without limitation, on account of lost profits or the interruption of



 Tenant’s business. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant’s
business or any loss of income therefrom or for damage to the goods, wares, merchandise, or other property of Tenant, Tenant’s employees, invitees, customers, or any other person in or about the Premises or the Project, nor shall Landlord be
liable for injury to the person of Tenant, Tenant’s employees, agents, contractors, or any other person in or about the Premises or Project, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water, or
rain, or from the breakage, leakage, obstruction, or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning, or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon
the Premises or upon other portions of the Project or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. Landlord shall not be liable for any
damages arising from any act or neglect of any other tenant, occupant, or user of the Project, nor from the failure of Landlord to enforce the provisions of any other lease of the Project. 

B. Limitation on Tenant’s Recourse: 
 If Landlord is a corporation, trust, partnership, joint venture, unincorporated association or other form of business entity, then the obligations of Landlord shall not constitute personal obligations of
the Landlord Related Parties. Tenant shall have recourse only to the interest of Landlord in the Premises for the satisfaction of the obligations of Landlord and shall not have recourse to any other assets of Landlord for the satisfaction of such
obligations. 
 C. Indemnification of Landlord: 

As a material part of the consideration rendered to Landlord, Tenant hereby waives all claims against Landlord for damages to goods,
wares and merchandise, and all other personal property in, upon or about said Premises and for injuries to persons in or about said Premises or Project, from any cause arising at any time to the fullest extent permitted by law, and, except to the
extent due to the negligence or willful misconduct 

 


  
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of Landlord or any Landlord Related Party, Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord and the Landlord Related Parties harmless from and
against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) incurred or suffered arising from the use or occupancy of the Premises or any part
of the Project by Tenant or Tenant’s Agents, the acts or omissions of Tenant or Tenant’s Agents, Tenant’s breach of this Lease, or any damage or injury to person or property from any cause, including but not limited to the use or
occupancy of the Premises or any part of the Project by Tenant or Tenant’s Agents, the acts or omissions of Tenant or Tenant’s Agents, Tenant’s breach of this Lease or from the failure of Tenant to keep the Premises in good condition
and repair as herein provided. Further, in the event Landlord is made party to any litigation due to the acts or omission of Tenant or Tenant’s Agents, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold
Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) incurred in connection
with such litigation. 
 15. DESTRUCTION OF PREMISES: 
 A. Landlord’s Obligation to Restore: 
 In the event of damage or
destruction of the Premises during the Lease Term Landlord, and Tenant to the extent of its Specialized Tenant Improvements and Alterations, shall repair the same to a similar condition to that which existed prior to such damage or destruction. Such
damage or destruction shall not annul or void this Lease; however, Tenant shall be entitled to a proportionate reduction of Base Monthly Rent while repairs are being made, such proportionate reduction to be based upon the extent to which the repairs
interfere with Tenant’s business in the Premises, as reasonably determined by Tenant. In no event shall Landlord be required to replace or restore Alterations, Specialized Tenant Improvements or Tenant’s trade fixtures or



 
personal property. Tenant shall be obligated to replace and restore all Specialized Tenant Improvements and Alterations. 

B. Limitations on Landlord’s Restoration Obligation: 

Notwithstanding the provisions of Section 15.A above, Landlord shall have no obligation to repair or restore the Premises if any of
the following occur: (i) if Landlord reasonably estimates the repairs cannot be made in one hundred eighty (180) days from the date of receipt of all governmental approvals necessary under applicable Laws of State, Federal, County or
Municipal authorities, as reasonably determined by Landlord, (ii) if the holder of the first deed of trust or mortgage encumbering the Building elects not to permit the insurance proceeds payable upon damage or destruction to be used for such
repair or restoration, (iii) the damage or destruction is not fully covered by the insurance maintained by Landlord, (iv) the damage or destruction occurs in the last twenty four (24) months of the Lease Term, (v) Tenant is in
default pursuant to the provisions of Section 13 above, or (vi) Tenant has vacated the Premises for more than ninety (90) days. In any such event Landlord may elect either to (i) complete the repair or restoration, or
(ii) terminate this Lease by providing Tenant written notice of its election within sixty (60) days following the damage or destruction. If Landlord elects to repair or restore, this Lease shall continue in full force and effect. Tenant
hereby waives the benefits and rights provided to Tenant by the provisions of Civil Code Sections 1932 and 1933, or any similar Law now or hereafter in effect. 
 Notwithstanding the foregoing, Tenant shall have the option to terminate this Lease: (i) if Landlord reasonably estimates the repairs cannot be made in one hundred eighty (180) days from the
date of damage or destruction, or (ii) the damage or destruction occurs in the last twenty four (24) months of the Lease Term. In any such event Tenant may terminate this Lease by providing Landlord written notice of its election within
fifteen (15) days following (a) with respect to the preceding clause (i), receipt of Landlord’s repair estimate, or (b) with respect to the preceding clause (ii), the damage or destruction.


 


  
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	16.	CONDEMNATION: 

 If any
part of the Premises shall be taken for any public or quasi-public use, under any statute or by right of eminent domain or private purchase in lieu thereof, and only a part thereof remains which is susceptible of occupation hereunder, this Lease
shall, as to the part so taken, terminate as of the day before title vests in the condemnor or purchaser (“Vesting Date”) and Base Monthly Rent payable hereunder shall be adjusted so that Tenant is required to pay for the remainder of the
Lease Term only such portion of Base Monthly Rent as the value of the part remaining after such taking bears to the value of the entire Premises prior to such taking, as reasonably determined by Landlord. Further, in the event of such partial
taking, Landlord shall have the option to terminate this Lease as of the Vesting Date. If all of the Premises or such part thereof be taken so that there does not remain a portion susceptible for occupation hereunder, this Lease shall terminate on
the Vesting Date. If part or all of the Premises be taken, all compensation awarded upon such taking shall go to Landlord, and Tenant shall have no claim thereto; except Landlord shall cooperate with Tenant, without cost to Landlord, to recover
compensation for the unamortized cost of any Specialized Tenant Improvements and Alterations, or for Tenant’s moving costs. Tenant hereby waives the provisions of California Code of Civil Procedures Section 1265.130 and any similar Law now
or hereafter in effect, and the provisions of this Section 16 shall govern in the case of a taking. 
  

	17.	ASSIGNMENT OR SUBLEASE: 

  

	 	A.	Consent by Landlord: 


Except as specifically provided in Section 17.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign,
sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any
interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord, not to be unreasonably withheld. In the event Tenant desires to effectuate



 
a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements
of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and
(v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such
Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed Transfer. Landlord shall have a ten (10) day period following receipt of
all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred; (ii) permit Tenant to Transfer such space to the named transferee on
the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 30-day period, Landlord shall be deemed to have elected option (iii) above. In the
event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the
proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted
in accordance with Section 8.E based upon the remaining rentable area of the Premises. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and
upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability
to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer


 


  
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agreement, if it is a sublease, conforms to the requirements of Section 17.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed
Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for any costs that may be
incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent, not
to exceed $1,500; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting
other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage,
pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent
Landlord may withhold in its reasonable discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or
denial of any requested consent, not to exceed $1,500. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor
constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity,
the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate
of more than fifty percent (50%) (determined cumulatively) shall be



 
deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent
(50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below the foregoing provisions of this sentence shall not apply to
(i) a transfer set forth in Section 17.E below, (ii) a transfer of stock in a corporation whose stock is, or as a result of such transfer becomes, publicly traded on a public stock exchange , or (iii) transfer of stock or other
ownership interest in connection with a bonafide financing or capitalization for the benefit of Tenant. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease, except as set forth in
Section 17.E below. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer, except as set forth in
Section 17.E below. Tenant acknowledges and agrees that the provision of this Section 17 are not unreasonable standards or conditions for purposes of Section 1951.4 of the California Civil Code, as amended from time to time, under
bankruptcy laws, or for any other purpose. 
  

	 	B.	Assignment or Subletting Consideration: 

 Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the
fair market value thereof, stock, warrants, and options) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below)) (i) realized by Tenant in connection with any Transfer by
Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such
Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any


 


  
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prior Subsequent Transferor. The foregoing shall not apply to a Permitted Transfer. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the
extent reasonably incurred in connection with the Transfer in question: (i) advertising costs and brokerage commissions payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such
Transfer. In the case of a Transfer other than an assignment of Tenant’s entire interest in the Lease and Premises, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of the Transfer.
Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation
of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of
any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be voidable by Landlord at any time following such Transfer. 
  

	 	C.	No Release: 

 Any
Transfer shall be made only if and shall not be effective until the transferee shall execute, acknowledge, and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the transferee shall assume all the
obligations of this Lease on the part of Tenant to be performed or observed to the extent of the interest being transferred and shall be subject to all the covenants, agreements, terms, provisions and conditions in this Lease to the extent
applicable to the interest being transferred. Notwithstanding any Transfer and the acceptance of rent or other sums by Landlord from any transferee, Tenant and any guarantor shall remain fully liable for the payment of Base Monthly Rent and
additional rent due, and to become due hereunder, for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any transferee
or any other person claiming under



 
or through any transferee that shall be in violation of any of the terms and conditions of this Lease, and any such violation shall be deemed a violation by Tenant. Tenant shall indemnify, defend
with counsel reasonably acceptable to Landlord and hold Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without
limitation reasonable attorneys fees) resulting from any claims that may be made against Landlord by the proposed transferee or by any real estate brokers or other persons claiming compensation in connection with the proposed Transfer. 

 

	 	D.	Reorganization of Tenant: 

 Notwithstanding any other provision of this Lease, the provisions of this Section 17.D shall apply if Tenant is a publicly-held corporation and: (i) there is a dissolution, merger,
consolidation, or other reorganization of or affecting Tenant, where Tenant is not the surviving corporation, or there is a sale of all or substantially all of the assets of Tenant, or (ii) there is a sale, cancellation, surrender, exchange,
conversion or any other transfer of stock involving or consisting of more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of
directors, or there is any merger, consolidation or other reorganization of or affecting Tenant, whether the foregoing occurs in a single transaction or in multiple steps, and after any one or more of such events Tenant’s stock is no longer
publicly traded. In a transaction under clause (i) of this Section 17.D, the surviving or acquiring corporation or entity (“Surviving Entity”) shall promptly execute and deliver to Landlord an agreement in form reasonably
satisfactory to Landlord under which the Surviving Entity assumes the obligations of Tenant hereunder. In a transaction or series of transactions under clause (ii) of this Section 17.D, the entities which as a result of such transaction(s)
own a greater than fifty percent (50%) interest in Tenant (including, without limitation as a result of a reverse triangular merger or a triangular merger) (collectively the “Acquiring Entity”) shall promptly execute and


 


  
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deliver to Landlord a guaranty of lease in form reasonably satisfactory to Landlord under which the Acquiring Entity guarantees the full payment and performance of the obligations of Tenant under
the Lease (“Lease Guaranty”). The foregoing notwithstanding, in the event the Surviving Entity or Acquiring Entity is itself not a publicly-traded corporation, but is instead the subsidiary of a publicly-traded corporation (or a subsidiary
of a subsidiary of a publicly-traded corporation, or a subsidiary in a chain of entities in which one or more parent corporations are publicly traded), then each publicly-traded parent corporation in such chain shall be required to execute and
deliver to Landlord the Lease Guaranty. In addition, in the event that after such acquisition Tenant no longer prepares audited financial statements, then in addition to the financial statements required to be delivered by Tenant hereunder, the
entity required to execute the Lease Guaranty shall provide Landlord its audited financial statements at the times and in the manner required of Tenant hereunder. It is the intent of the parties that after such any transaction or series of
transactions described in this Section 17.D, Landlord shall be entitled to rely on the creditworthiness of publicly-traded corporations and to receive audited financial information from publicly-traded corporations. 

 

	 	E.	Permitted Transfers 


Provided that Tenant otherwise complies with the provisions of this Section 17, except the provision requiring prior consent, but
otherwise including without limitation the provisions of Section 17.D, Tenant may enter into any of the following Transfers (a “Permitted Transfer”) without Landlord’s prior consent, and Landlord shall not be entitled to
terminate the Lease or to receive any part of any consideration or subrent resulting therefrom that would otherwise be due pursuant to Sections 17.A and 17.B. Tenant may sublease all or part of the Premises or assign its interest in this Lease to
(i) any corporation which controls, is controlled by, or is under common control with the original Tenant to this Lease by means of an ownership interest of more than fifty percent (50%); (ii) a corporation which results from a merger,
consolidation or other reorganization in which Tenant is not the surviving



 
corporation, so long as the surviving corporation has a net worth at the time of such assignment or sublease that is equal to or greater than the net worth of Tenant immediately prior to such
transaction; and (iii) a corporation which purchases or otherwise acquires all or substantially all of the assets of Tenant so long as such acquiring corporation has a net worth at the time of such assignment or sublease that is equal to or
greater than the net worth of Tenant immediately prior to such transaction. 
  

	 	F.	Effect of Default: 

 In
the event of Tenant’s default, Tenant hereby assigns all amounts due to Tenant from any Transfer as security for performance of Tenant’s obligations under this Lease, and Landlord as assignee of Tenant, or a receiver for Tenant appointed
on Landlord’s application, may collect such amounts and apply it toward Tenant’s obligations under this Lease, except that Tenant may collect such amounts unless a default occurs as described in Section 13 above. Landlord’s
collection of any amounts due from a Transfer shall not constitute an acceptance by Landlord of attornment by any subtenants, and upon Tenant’s default Landlord shall have all rights provided by this Lease and applicable Laws, including without
limitation terminating this Lease and any or all occupants’ rights to possession of the Premises as Landlord shall determine in Landlord’s sole and absolute discretion. A termination of the Lease due to Tenant’s default shall not
automatically terminate a Transfer then in existence; rather at Landlord’s election (1) such Transfer shall survive the Lease termination, (2) the transferee shall attorn to Landlord, and (3) Landlord shall undertake the
obligations of Tenant under the transfer agreement; except that Landlord shall not be liable for prepaid rent, security deposits or other defaults of Tenant to the transferee, or for any acts or omissions of Tenant and Tenant’s Agents.

  

	 	G.	Conveyance by Landlord: 


In the event of any transfer of Landlord’s interest in this Lease, the Landlord herein named (and in case of any subsequent
transfer, the then transferor) shall be automatically freed and relieved from and after the date of such transfer of all liability for the performance of any


 


  
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covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed; provided, however, that any funds in the hands of Landlord or the then transferor at the time
of such transfer, in which Tenant has an interest shall be turned over to the transferee and any amount then due and payable to Tenant by Landlord or the then transferor under any provision of this Lease shall be paid to Tenant; and provided,
further, that upon any such transfer, the transferee shall be deemed to have assumed, subject to the limitations of this Section 17above all of the agreements, covenants and conditions in this Lease to be performed from and after the transfer
on the part of Landlord, it being intended hereby that the covenants and obligations contained in this Lease to be performed on the part of Landlord shall, subject as aforesaid, be binding on each Landlord, its successors and assigns, only during
its period of ownership. 
  

	 	H.	Successors and Assigns: 


Subject to the provisions this Section 17, the covenants and conditions of this Lease shall apply to and bind the heirs,
successors, executors, administrators and assigns of all Parties hereto; and all parties hereto comprising Tenant shall be jointly and severally liable hereunder. 
  

	 	I.	Sublease Requirements: 


With respect to any permitted sublet of the Premises by Tenant to an approved Subtenant (“Subtenant”), the sublet transaction
shall be evidenced by a written sublease between Tenant and Subtenant (the “Sublease”), The Sublease shall comply with the following requirements: (i) The form of the Sublease and the terms and conditions thereof shall be subject to
Landlord’s approval which shall not be withheld unreasonably; (ii) The Sublease shall provide that it is subject to and shall incorporate by reference all of the terms and conditions of this Lease, except those terms and conditions
relating to Rent, Additional Rent, and any other amount due under this Lease; (iii) The Sublease shall provide that the Subtenant shall have no right to exercise any option or other right granted to Tenant in this Lease, unless the Sublease
resulted from a Permitted Transfer; (iv) The Sublease shall contain a mutual waiver of subrogation



 
among the subtenant, Tenant and Landlord, and each shall require its insurance policies to acknowledge such waiver of subrogation; (v) The Sublease shall provide that all requirements of the
Lease applicable to subleases shall be applicable to sub-subleases; (vi) The Sublease shall require Subtenant, acting through Tenant, to obtain Landlord’s prior written approval, not to be unreasonably withheld, to any alteration to the
Premises to the same extent Tenant is required by this Lease to obtain such consent; (vii) The Sublease shall require Subtenant to send Landlord copies of any and all material notices concerning the Premises that Subtenant is obligated to
provide to Tenant and Tenant to send Landlord copies of any and all material notices concerning the Premises that Tenant is obligated to provide to Subtenant; (viii) The Sublease shall provide that, at Landlord’s option, the Sublease shall
not terminate in the event that this Lease terminates and shall require Subtenant to execute an attornment agreement if Landlord, in its sole and absolute discretion, shall elect to have the Sublease continue beyond the date of termination of this
Lease; and (ix) The Sublease shall require the Subtenant to agree that on receipt of notice from Landlord that Tenant has defaulted, Subtenant shall pay all sums due under the Sublease to Landlord. 

 

	18.	OPTION TO EXTEND THE LEASE TERM: 

  

	 	A.	Grant and Exercise of Option: 

 Landlord grants to Tenant, subject to the terms and conditions set forth in this Section 18 one (1) option (the “Option”) to extend the Lease Term for an additional term (“Option
Term”) of sixty (60) months. This Option shall be exercised, if at all, by written notice to Landlord no earlier than eighteen (18) months prior to the date the Lease Term would expire but for such exercise but no later than twelve
(12) months prior to the date the Lease Term would expire but for such exercise, time being of the essence for the giving of such notice. If Tenant exercises an Option, all of the terms, covenants and conditions of this Lease shall apply,
provided that Base Monthly Rent for the Premises payable by Tenant during the Option Term shall be the greater of (i) the Base Monthly Rent applicable to the period


 


  
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immediately prior to the commencement of the Option Term, or (ii) ninety five percent (95%) of the Fair Market Rental as hereinafter defined. Notwithstanding anything herein to the
contrary, (i) if Tenant is in monetary or material non-monetary default under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises the Option or at any time thereafter prior to the commencement date of the
Option Term, or (ii) if the net worth of Tenant as reported in Tenant’s most recent financial statements is less than the net worth of Tenant as of the date of execution of this Lease, then Landlord shall have, in addition to all of
Landlord’s other rights and remedies provided in this Lease, the right to terminate the Option upon notice to Tenant, in which event the Lease Term shall not be extended pursuant to this Section 18.A. As used herein, the term “Fair
Market Rental” is defined as the rental and all other monetary payments, including any escalations and adjustments thereto (including without limitation Consumer Price Indexing) that Landlord could obtain during the Option Term from a third
party desiring to lease the Premises, based upon the (i) current use and other potential uses of the Premises, as determined by the rents then obtainable for renewals of leases of space comparable in age and quality to the Premises in the same
real estate submarket as the Building and (ii) the credit standing and financial stature of the Tenant. The appraisers shall be instructed that the foregoing five percent (5.0%) discount is intended to offset comparable rents that include
the following costs which Landlord will not incur in the event Tenant exercises its option (i) brokerage commissions, (ii) tenant improvement or relocation allowances, (iii) vacancy costs, and (iv) other concessions or
inducements. 
  

	 	B.	Determination of Fair Market Rental: 

 If Tenant exercises an Option, Landlord shall send Tenant a notice setting forth the Fair Market Rental for the Option Term within thirty (30) days following the date of exercise. If Tenant disputes
Landlord’s determination of Fair Market Rental for the Option Term, Tenant shall, within thirty (30) days after delivery to Tenant of Landlord’s notice setting forth Fair Market Rental for the Option Term, send to Landlord a notice
stating that Tenant either elects to terminate its



 
exercise of the Option, in which event the Option shall lapse and this Lease shall terminate on the Expiration Date, or that Tenant disagrees with Landlord’s determination of Fair Market
Rental for the Option Term and elects to resolve the disagreement as provided in Section 18.C below. If Tenant does not timely send Landlord a notice as provided in the previous sentence, Landlord’s determination of Fair Market Rental
shall be the Base Monthly Rent payable by Tenant during the Option Term. If Tenant elects to resolve the disagreement as provided in Section 18.C below and such procedures are not concluded prior to the commencement date of the Option Term,
Tenant shall pay to Landlord as Base Monthly Rent the Fair Market Rental as determined by Landlord in the manner provided above. If the Fair Market Rental as finally determined pursuant to Section 18.C is greater than Landlord’s
determination, Tenant shall pay Landlord the difference between the amount paid by Tenant and the Fair Market Rental as so determined in Section 18.C within thirty (30) days after such determination. If the Fair Market Rental as finally
determined in Section 18.C is less than Landlord’s determination, the difference between the amount paid by Tenant and the Fair Market Rental as so determined in Section 18.C shall be credited against the next installments of Base
Monthly Rent due from Tenant to Landlord hereunder. 
  

	 	C.	Resolution of a Disagreement over the Fair Market Rental: 

 Any disagreement regarding Fair Market Rental shall be resolved as follows: Within thirty (30) days after Tenant’s response to Landlord’s notice setting forth the Fair Market Rental,
Landlord and Tenant shall meet at a mutually agreeable time and place, in an attempt to resolve the disagreement. If within the 30-day consultation period referred to above, Landlord and Tenant cannot reach agreement as to Fair Market Rental, each
party shall select one appraiser to determine Fair Market Rental. Each such appraiser shall arrive at a determination of Fair Market Rental and submit their conclusions to Landlord and Tenant within thirty (30) days after the expiration of the
30-day consultation period described above. If only one appraisal is submitted within the requisite time period, it shall


 


  
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be deemed as Fair Market Rental. If both appraisals are submitted within such time period and the two appraisals so submitted differ by less than ten percent (10%) of the higher appraisal,
the average of the two shall be deemed as Fair Market Rental. If the two appraisals differ by more than 10% of the higher appraisal, the appraisers shall immediately select a third appraiser who shall, within thirty (30) days after his
selection, make and submit to Landlord and Tenant a determination of Fair Market Rental. This third appraisal will then be averaged with the closer of the two previous appraisals and the result shall be Fair Market Rental, or if it is in the middle
of the two (2) previous appraisals the third appraisal shall be the Fair Market Rental. All appraisers specified pursuant to this Section 18.C shall be members of the American Institute of Real Estate Appraisers with not less than ten
(10) years experience appraising office and industrial properties in the Santa Clara Valley. Each party shall pay the cost of the appraiser selected by such party and one-half of the cost of the third appraiser. 

 

	 	D.	Personal to Tenant: 


All Options provided to Tenant in this Lease are personal and granted to OCZ Technology Group, Inc. (and its Permitted Transferees) and
are not exercisable by any third party (other than a Permitted Transferee) should Tenant assign or sublet all or a portion of its rights under this Lease, unless Landlord consents to permit exercise of any option by any assignee or subtenant, in
Landlord’s sole and absolute discretion. In the event Tenant has multiple options to extend this Lease, a later Option to extend the Lease cannot be exercised unless the prior Option has been properly exercised and the Option Term for that
exercised prior Option has commenced. 
  

	19.	GENERAL PROVISIONS: 

  

	 	A.	Attorney’s Fees: 


In the event a suit or alternative form of dispute resolution is brought for the possession of the Premises, for the recovery of any sum
due hereunder, to interpret the Lease, or because of the breach of any other covenant herein; then the



 
losing party shall pay to the prevailing party reasonable attorney’s fees and costs incurred in connection with such proceeding, including the expense of expert witnesses, depositions and
court testimony. The prevailing party shall also be entitled to recover all costs and expenses including reasonable attorney’s fees incurred in enforcing any judgment or award against the other party. The foregoing provision relating to
post-judgment costs is severable from all other provisions of this Lease. 
  

	 	B.	Authority of Parties: 


If Tenant is a corporation, partnership or other entity, Tenant represents and warrants that Tenant is duly formed and in good standing,
that each individual signing this Lease is duly authorized to execute and deliver this Lease on behalf of Tenant and to bind Tenant to this Lease in accordance with Tenant’s governing documents, and that this Lease is binding upon Tenant in
accordance with its terms. At Landlord’s request, Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord, of the authorizations described in this Section 19.B 

If Landlord is a corporation, partnership or other entity, Landlord represents and warrants that Landlord is duly formed and in good
standing, that each individual signing this Lease is duly authorized to execute and deliver this Lease on behalf of Landlord and to bind Landlord to this Lease in accordance with Landlord’s governing documents, and that this Lease is binding
upon Landlord in accordance with its terms. 
  

	 	C.	Brokers: 

 Tenant
represents it has not utilized or contacted a real estate broker or finder with respect to this Lease other than Studley and Black Hawk Capital Group, and Tenant agrees to indemnify, defend with counsel reasonably acceptable to Landlord and hold
Landlord and the Landlord Related Parties harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses, damages, costs or expenses (including without limitation reasonable attorneys fees) asserted by any other
broker or finder claiming through Tenant. 

 


  
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 Landlord represents it has not utilized or contacted a real estate broker or finder with
respect to this Lease, and Landlord agrees to indemnify, defend with counsel reasonably acceptable to Tenant and hold Tenant and Tenant’s Agents harmless from and against all claims, liabilities, obligations, penalties, fines, actions, losses,
damages, costs or expenses (including without limitation reasonable attorneys fees) asserted by any other broker or finder claiming through Landlord. 
  

	 	D.	Choice of Law: 

 This
Lease shall be governed by and construed in accordance with California law. Venue for all court proceedings or alternative forms of dispute resolution proceedings shall be Santa Clara County, California 

 

	 	E.	ARBITRATION OF DISPUTES: 


LANDLORD AND TENANT AND ANY OTHER PARTY THAT MAY BECOME A PARTY TO THIS LEASE OR BE DEEMED A PARTY TO THIS LEASE, AND THEIR RESPECTIVE
SUCCESSORS, ASSIGNS AND SUBTENANTS, AGREE THAT, EXCEPT FOR ANY CLAIM BY LANDLORD FOR (I) UNLAWFUL DETAINER, (II) TENANT’S FAILURE TO PAY THE BASE MONTHLY RENT, OR (III) WITHIN THE JURISDICTION OF THE SMALL CLAIMS COURT (WHICH SMALL CLAIMS
COURT SHALL BE THE SOLE COURT OF COMPETENT JURISDICTION FOR SUCH SMALL CLAIMS MATTER), ANY CONTROVERSY, DISPUTE, OR CLAIM OF WHATEVER NATURE ARISING OUT OF, IN CONNECTION WITH OR IN RELATION TO THE INTERPRETATION, PERFORMANCE OR BREACH OF THIS
LEASE, INCLUDING ANY CLAIM BASED ON CONTRACT, TORT, OR STATUTE, SHALL BE RESOLVED AT THE REQUEST OF ANY PARTY TO THIS LEASE, OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS AND SUBTENANTS, THROUGH DISPUTE RESOLUTION PROCESS ADMINISTERED BY J.A.M.S. OR
ANOTHER



 
JUDICIAL MEDIATION SERVICE MUTUALLY ACCEPTABLE TO THE PARTIES LOCATED IN SANTA CLARA COUNTY, CALIFORNIA. THE DISPUTE RESOLUTION PROCESS SHALL CONSIST OF A FINAL AND BINDING ARBITRATION
ADMINISTERED BY AND IN ACCORDANCE WITH THE THEN EXISTING RULES AND PRACTICES OF J.A.M.S. OR OTHER JUDICIAL MEDIATION SERVICE SELECTED, AND JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED BY ANY STATE OR FEDERAL COURT HAVING
JURISDICTION THEREOF AS PROVIDED BY CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 ET. SEQ, AS SAID STATUTES THEN APPEAR, INCLUDING ANY AMENDMENTS TO SAID STATUTES OR SUCCESSORS TO SAID STATUTES OR AMENDED STATUTES, EXCEPT THAT IN NO EVENT SHALL
THE PARTIES BE ENTITLED TO PROPOUND INTERROGATORIES OR REQUESTS FOR ADMISSIONS DURING THE ARBITRATION PROCESS. THE ARBITRATOR SHALL BE A RETIRED JUDGE OR A LICENSED CALIFORNIA ATTORNEY. THE VENUE FOR ANY SUCH ARBITRATION SHALL BE IN SANTA CLARA
COUNTY, CALIFORNIA. 
 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE
MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING
TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.


 


  
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 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE
MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION. 
 Landlord:
                 Tenant:              

 

	 	F.	Entire Agreement: 

 This
Lease and the exhibits attached hereto contain all of the agreements and conditions made between the Parties hereto and may not be modified orally or in any other manner other than by written agreement signed by all parties hereto or their
respective successors in interest. This Lease supersedes and revokes all previous negotiations, letters of intent, lease proposals, brochures, agreements, representations, promises, warranties, and understandings, whether oral or in writing, between
the parties or their respective representatives or any other person purporting to represent Landlord or Tenant. 
  

	 	G.	Entry by Landlord: 


Upon prior notice to Tenant (except in case of emergency, where no prior notice shall be required) and subject to Tenant’s
reasonable security regulations, Tenant shall permit Landlord and Landlord’s agents to enter into and upon the Premises at all reasonable times, and without any rent abatement or reduction or any liability to Tenant for any loss of occupation
or quiet enjoyment of the Premises thereby occasioned, for the following purposes: (i) inspecting and maintaining the Premises; (ii) making repairs, alterations or additions to the Premises; (iii) erecting additional building(s) and
improvements on the land where the Premises are situated or on adjacent land owned by Landlord; (iv) performing any obligations of Landlord under the Lease including remediation of Hazardous Materials if determined to be the responsibility of
Landlord, (v) posting and keeping posted thereon notices of non responsibility for any construction, alteration or repair thereof, as required or permitted by any



 
law, and (vi) placing “For Sale” signs, and showing the Premises to Landlord’s existing or potential successors, purchasers and lenders. Tenant shall permit Landlord and
Landlord’s agents, at any time within eighteen (18) months prior to the Expiration Date (or at any time during the Lease Term that Tenant is in default hereunder), to place upon the Premises “For Lease” signs, and exhibit the
Premises to real estate brokers and prospective tenants at reasonable hours. 
  

	 	H.	Estoppel Certificates: 


At any time during the Lease Term, Tenant shall, within ten (10) business days following written notice from Landlord, execute and
deliver to Landlord a written statement certifying, if true, the following: (i) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification); (ii) the date to which rent and other
charges are paid in advance, if any; (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on Landlord’s part hereunder (or specifying such defaults if they are claimed); and (iv) such other
information as Landlord may reasonably request. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of Landlord’s interest in the Premises. Tenant’s failure to deliver such statement within such
time shall be conclusive upon the Tenant that this Lease is in full force and effect without modification, except as may be represented by Landlord, and that there are no uncured defaults in Landlord’s performance. Tenant agrees to provide,
within five (5) days of Landlord’s request, Tenant’s most recent three (3) years of audited (or if audited is unavailable, certified) financial statements for Landlord’s use in financing or sale of the Premises or
Landlord’s interest therein. 
  

	 	I.	Exhibits: 

 All exhibits
referred to are attached to this Lease and incorporated by reference. 
  

	 	J.	Interest: 

 All rent due
hereunder, if not paid when due, shall bear interest at the Agreed Interest Rate. 

 


  
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 This provision shall survive the expiration or sooner termination of the Lease. Despite any other provision
of this Lease, the total liability for interest payments shall not exceed the limits, if any, imposed by the usury laws of the State of California. Any interest paid in excess of those limits shall be refunded to Tenant by application of the amount
of excess interest paid against any sums outstanding in any order that Landlord requires. If the amount of excess interest paid exceeds the sums outstanding, the portion exceeding those sums shall be refunded in cash to Tenant by Landlord. To
ascertain whether any interest payable exceeds the limits imposed, any non-principal payment (including late charges) shall be considered to the extent permitted by law to be an expense, fee or premium rather than interest. 

K. Modifications Required by Lender: 
 If any lender of Landlord or ground lessor of the Premises requires a modification of this Lease that will not increase Tenant’s cost or expense or materially or adversely change Tenant’s rights
and obligations, this Lease shall be so modified and Tenant shall execute whatever documents are required and deliver them to Landlord within ten (10) days after the request. 

L. No Presumption Against Drafter: 
 Landlord and Tenant understand, agree and acknowledge that this Lease has been freely negotiated by both Parties; and that in any controversy, dispute, or contest over the meaning, interpretation,
validity, or enforceability of this Lease or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof.

 M. Notices: 
 All notices, demands, requests, or consents required to be given under this Lease shall be sent in writing by U.S. certified mail, return receipt requested, or by personal delivery addressed to the party
to be notified at the address for such party specified in Section 1 above of this Lease, or to such other place as the party to be notified



 
may from time to time designate by at least fifteen (15) days prior notice to the notifying party. When this Lease requires service of a notice, that notice shall be deemed to constitute and
satisfy the requirements of any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure Section 1161 or any similar or successor statute.. 

N. Property Management: 
 In addition, Tenant agrees to pay Landlord along with the expenses to be reimbursed by Tenant a monthly fee for management services rendered by either Landlord or a third party manager engaged by Landlord
(which may be a party affiliated with Landlord), in the amount of three percent (3%) of the Base Monthly Rent. 
 O.
Rent: 
 All monetary sums due from Tenant to Landlord under this Lease, including, without limitation those referred to as
“additional rent”, shall be deemed as rent. 
 P. Representations: 

Except for the provisions of this Lease, Tenant acknowledges that neither Landlord nor any of its employees or agents have made any
agreements, representations, warranties or promises with respect to the Premises or Project or with respect to present or future rents, expenses, operations, tenancies or any other matter. Except as herein expressly set forth herein, Tenant relied
on no statement of Landlord or its employees or agents for that purpose. 
 Q. Rights and Remedies: 

Subject to Section 13 above, all rights and remedies hereunder are cumulative and not alternative to the extent permitted by law,
and are in addition to all other rights and remedies in law and in equity. 
 R. Severability: 

If any term or provision of this Lease is held unenforceable or invalid by a court of competent jurisdiction, the remainder of the Lease
shall not be invalidated thereby but shall be enforceable in accordance with its terms, omitting the invalid or unenforceable term.


 


  
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 S. Submission of Lease: 

Submission of this document for examination or signature by the Parties does not constitute an option or offer to lease the Premises on
the terms in this document or a reservation of the Premises in favor of Tenant. This document is not effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. 

T. Subordination: 
 This Lease is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Premises, to any covenants, conditions
or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) require that this Lease be prior and
superior thereto, within ten (10) business days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems
necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any
renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject
to all the terms and provisions thereof; provided only, that with respect to Encumbrances created after the Effective Date, in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust, Holder agrees to
recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Within ten (10) business days
after Landlord’s written request,



 
Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance; provided the same include the above referenced acknowledgement
and non-disturbance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this
Section 19.T, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

 U. Survival of Indemnities: 
 All indemnification, defense, and hold harmless obligations of Landlord and Tenant under this Lease shall survive the expiration or sooner termination of the Lease. 

V. Time: 
 Time is of the essence hereunder. 
 W. Transportation Demand Management
Programs: 
 Should a government agency or municipality require Landlord to institute TDM (Transportation Demand
Management) facilities and/or programs, Tenant agrees that the cost of TDM imposed facilities and programs required on the Premises, including but not limited to employee showers, lockers, cafeteria, or lunchroom facilities, shall be paid by Tenant.
Further, any ongoing costs or expenses associated with a TDM program which are required for the Premises and not provided by Tenant, such as an on-site TDM coordinator, shall be provided by Landlord with such costs being included as additional rent
and reimbursed to Landlord by Tenant within thirty (30) days after demand. If TDM facilities and programs are instituted on a Project wide basis, Tenant shall pay its allocable share of such costs in accordance with Section 8.E above.


 


  
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 X. Waiver of Right to Jury Trial: 

To the extent then authorized by law as of the time of any actual litigation between them and to the extent not already encompassed
within the various agreements to arbitrate otherwise contained herein, and as an alternative to arbitration should arbitration for any reason not be enforced, Landlord and Tenant waive their respective rights to trial by jury of any contract or tort
claim, counterclaim, cross-complaint, or cause of action in any action, proceeding, or hearing brought by either party against the other on any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant,
or Tenant’s use or occupancy of the Premises, including any claim of injury or damage or the enforcement of any remedy under any current or future law, statute, regulation, code, or ordinance. 

Y. General: 
 The captions and Section headings of this Lease are for convenience of reference only, and shall not be used to limit, extend or interpret the meaning of any part of this Lease. This Lease may be executed
in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. All agreements by Tenant contained in this Lease, whether expressed as covenants or conditions, shall be
construed to be both covenants and conditions, conferring upon Landlord, in the event of a breach thereof, the right to terminate this Lease.




 


  
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 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and year first above
written. 
 Landlord: 
 SI 23,
LLC, 
 a California limited liability company 
  

	By:	Sobrato Interests 3, 

 a
California limited partnership 

	Its:	Sole Member 

  

	 	By:	Sobrato Development Companies, LLC, 

 a California limited liability company 

	 	Its:	General Partner 

  

	 	By:	/s/ John Michael Sobrato                    


 John Michael Sobrato 

	 	Its:	Manager 

 Tenant: 

OCZ Technology Group, Inc., 
 a Delaware
Corporation 
  

			
	By:	 	/s/ Arthur F. Knapp
	Its:	 	CFO


  
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 EXHIBIT “A”—Premises & Building 

  
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 EXHIBIT “B”—Project 

  
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