exv10w04





Exhibit
10.04


STANDARD MULTI-TENANT OFFICE LEASE — MODIFIED GROSS

AIR COMMERCIAL REAL ESTATE ASSOCIATION



1. Basic Provisions (“Basic Provisions”).




     1.1 Parties: This Lease (“Lease), dated for reference purposes only July 8, 2005 is
made by and between FOOTHILL TECHNOLOGY CENTER LLC (“Lessor”) and NEXT ESTATE
COMMUNICATIONS, INC. (“Lessee”), (collectively the “Parties”, or individually a “Party”).



     1.2 (a) Premises: That certain portion of the Project (as defined below), known as Suite
Numbers(s) 205 2nd floor(s), consisting of approximately 38,191 rentable square
feet and approximately 32,785 useable square feet (“Premises”). The Premises are located
at: 605 E. Huntington Drive, in the City of Monrovia, County of Los
Angeles, State of California, with zip code 91016. In addition to Lessee’s
rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive
rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall
not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the
utility raceways of the building containing the Premises (“Building”) or to any other buildings in
the Project. The Premises, the Building, the Common Areas, the land upon which they are located,
along with all other buildings and improvements thereon, are herein collectively referred to as the
“Project.” The Project consists of approximately 139, 277 rentable square feet. (See also
Paragraph 2).



     1.2 (b) Parking: 148 unreserved and 0 reserved vehicle parking spaces at a
monthly cost of $0 per unreserved space and of and $0.00 per reserved space. (See
Paragraph 2.6)



     1.3
Term: Seven years and           0          
months (“Original Term”) commencing See**                    
(“Commencement Date”) and ending
See****           (“Expiration
Date”). (See also Paragraph 3) **Commencement Date of the Lease shall not occur until the later
of (a) October 1, 2005 or (b) delivery of the Premises to the Lease with all Lessee Improvements
substantially completed in accordance with floor plan, which shall be approved by Lessee, no later
than July 5, 2005, but in no event shall the Commencement Date occur later than November 1, 2005.
Any changes to said floor plan that generates a delay of completion will result in a Lease
Commencement date of October 1, 2005. ****Expiration Date shall be the last day of the month in which the 84 month anniversary of the
Commencement Date occurs.




     1.4 Early Possession: Lessee shall have early access, at no charge, to the premises at
least two weeks prior to the anticipated delivery date to install its telecommunications,
fixtures, furniture, and computer equipment and cabling. (“Early Possession Date”). (See also
Paragraphs 3.2 and 3.3)



     1.5 Base Rent: $1.90 RSF per month (“Base Rent)”, payable on the first day of each
month commencing on the Commencement Date — See Paragraph 1.3. (See also Paragraph 1.3
and Paragraph 4)


þ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.
(See also paragraph 51)




     1.6 Lessee’s Share of Operating Expense Increase: Twenty seven and forty-two percent
(27.42%) (“Lessee’s Share”). Lessee’s Share has been calculated by dividing the
approximate rentable square footage of the Premises by the total approximate square footage of the
rentable space contained in the Project and shall not be subject to revision except in connection
with an actual change in the size of the Premises or a change in the space available for lease in
the Project.



     1.7 Base Rent and Other Monies Paid Upon Execution:



     (a) Base Rent: $72, 562.90 for the period first month following the Commencement
(see Par. 1.3).



     (b) Security Deposit: $145,125.80***** (“Security Deposit”). ******In addition, Lessee shall
provide Lessor a Letter of Credit (LOC) in favor of Lessor from a bank, acceptable to Lessor, in an
amount of $150,000. Said Letter of Credit, shall be given to Lessor at time of occupancy and shall
contain an “evergreen” provision requiring annual renewals. Lessor reserves the right to draw upon
Letter of Credit in the event: (i) Lessee has not provided Lessor with evidence of annual renewals
at least 15 calendar days prior to the expiration dates; (ii) Lessee’s material Breach of Paragraph
13.1(B) of this Lease; and (iii) Lessee’s filing bankruptcy and Lessee’s rejection of the lease
through bankruptcy. Provided Lessee is not in default, the amount of the LOC shall reduce 1/3 per
year. Second (2nd) month Security Deposit to be credited towards rent in October 2007. (See also
Paragraph 5)



     (c) Parking: $N/A for the period N/A.



     (d) Other: $N/A for N/A.



     (e) Total Due Upon Execution of this Lease: $217,688.70



 









 





     1.8 Agreed Use: Legally permitted general office, administration, lab and R&D. (See also
Paragraph 6)



     1.9 Base Year; Insuring Party. Base Year is 2006. Lessor is the “Insuring Party”.
(See also Paragraphs 4.2 and 8)



     1.10 Real Estate Brokers: (See also Paragraph 15)



          (a) Representation: The following real estate brokers (the “Brokers”) and brokerage
relationships exist in this transaction (check applicable boxes)


o N/A represents Lessor exclusively (“Lessors Broker);



þ Colliers Seeley International, Inc. represents Lessee exclusively (“Lessee’s Broker);



o N/A or represents both Lessor and Lessee (“Dual Agency”).




          (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor
shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there
is no such agreement, the sum of                      of                     % of the total Base Rent for the
brokerage services rendered by the Brokers).



     1.11 Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by 
N/A (“Guarantor). (See also Paragraph 37)



     1.12 Business Hours for the Building: 7:00 a.m. to 6:30 p.m., Mondays through
Fridays (except Building Holidays) and 7:00 a.m. to 1:00 p.m. on Saturdays***
(except Building Holidays). “Building Holidays” shall mean the dates of observation of New Year’s
Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day,
and N/A. Lessee shall have access to the Building and Premises, and Building parking
facilities seven (7) days per week, twenty-four (24) hours a day, fifty-two (52) weeks per year,
subject to the restrictions described above in this Section 1.12 regarding the business hours for
the Common Area Doors of the Building. ***(Common Area Doors of the Building will be locked on
Saturdays.) Lessee shall not be charged for any “after-hours” charges during Business Hours for the
Building or Saturdays until after 1:00 p.m.



     1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is
NOT obligated to provide the following:


o Janitorial services[XXX]



þ Electricity Lessor shall provide electrical facilities and capacity capable to delivering an
annualized demand load sufficient to meet the electrical needs of normal, laboratory, R&D,
manufacturing distribution and office uses. Lessee is responsible for their electricity, which is
billed monthly, with no mark-up or profit to Lessor.



þ Other (specify): Gas is billed monthly based on the percentage of the Building occupied
by Lessee



Attachments. Attached hereto are the following, all of which constitute a part of this Lease:



o an Addendum consisting of Paragraphs —           through —          ;



þ a space plot plan (to be attached by July 5, 2005): depicting the Premises;



þ a current set of the Rules and Regulations;



þ a Work Letter;



þ a janitorial schedule;



þ other (specify): SNDA, On site parking plan, Off site parking plans — 2nd Floor Structure
and In Front of Structure, and Exhibit “A”.



2. Premises.




     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set
forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this
Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree
is reasonable and any payments based thereon are not subject to revision whether or not the actual
size is more or less. Note: Lessee is advised to verify the actual size prior to executing this
Lease. Lessor’s Standard Method of Measurement is attached as Exhibit “A”.



     2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the
Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and warrants
that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air
conditioning systems (“HVAC”), and all other items which the Lessor is obligated to construct
pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall
be in good operating condition on said date. Lessor warrants that to the best of their knowledge,
there is no asbestos or other hazardous substances or environmental condition on the Premises.



     2.3 Compliance. Lessor warrants that the improvements comprising the Premises and the Common
Areas comply with the building codes that were in effect at the time that each such improvement, or
portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of
record, regulations, and ordinances (“Applicable Requirements”) in effect on the Start Date. Said
warranty does not apply to the use to which Lessee



 









 




will put the Premises, modifications which may be required by the Americans with Disabilities
Act or any similar laws as a result of Lessee’s use (see Paragraph 50), or to any Alterations or
Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee
is responsible for determining whether or not the zoning and other Applicable Requirements are
appropriate for Lessee’s intended use, and acknowledge that pas uses of the Premises may no longer
be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise
provided, promptly after receipt of written notice from Lessee setting forth with specificity the
nature and extent of such non-compliance, rectify the same. If the Applicable Requirements are
hereafter changed so as to require during the term of this Lease the construction of an addition to
or an alteration of the Premises, the remediation of any Hazardous Substance (if related to
Lessee’s business), or the reinforcement or other physical modification of the Premises (“Capital
Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:




               (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result
of the specific and unique use of the Premises by Lessee as compared with uses by tenants in
general, Lessee shall be fully responsible, for the cost thereof, provided, however that if such
Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds
6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in
writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay
the difference between the actual cost thereof and the amount equal to 6 months’ Base Rent. If
Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires
such Capital Expenditure and deliver to Lessor written notice specifying a termination date at
least 90 days thereafter. Such termination date shall, however, in no event be earlier than the
last day that Lessee could legally utilize the Premises without commencing such Capital
Expenditure.




               (b) If such Capital Expenditure is not the result of the specific and unique use of the
Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee
shall allocate the cost of such Capital Expenditure as follows: Lessor shall advance the funds
necessary for such Capital Expenditure but Lessee shall be obligated to pay, each month during the
remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the
product of multiplying Lessee’s share of the cost of such Capital Expenditure (the percentage
specified in Paragraph 1.6 by a fraction, the numerator of which is one, and the denominator of
which is 144 (i.e., 1/144th of the cost per month). Lessee shall pay interest on the unamortized
balance of Lessee’s share at a rate that is commercially reasonable in the judgment of Lessor’s
accountants. Lessee may, however, prepay its obligation at any time. Provided, however, that if
such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably
determines that it is not economically feasible to pay its share thereof, Lessor shall have the
option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies
Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will
pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its
share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with
Interest, from Rent until Lessors share of such costs have been fully paid. If Lessee is unable to
finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this
Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right
to terminate this Lease upon 30 days written notice to Lessor. If such Capital Expenditure is
required to comply with Applicable Requirements enacted prior to the Commencement Date, then Lessor
shall be responsible for making such Capital Expenditure (which cost shall not be subject to
reimbursement by Lessee under this Lease).




               (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to
apply only to nonvoluntary, unexpected, and new Applicable Requirements. If the Capital
Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,
change in intensity of use, or modification to the Premises then, and in that event, Lessee shall
be fully responsible for the cost thereof, and Lessee shall not have any right to terminate this
Lease.




     2.4 Acknowledgements. Lessee acknowledges that: (a) Lessee has been advised by Lessor and/or
Brokers to satisfy itself with respect to the condition of the Premises (including but not limited
to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance
with Applicable Requirements), and their suitability for Lessee’s intended use, (b) Lessee has made
such investigation as it deems necessary with reference to such matters and assumes all
responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither
Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties
with respect to said matters other than as set forth in this Lease. In addition, Lessor
acknowledges that: (i) Brokers have made no representations, promises or warranties concerning
Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s
sole responsibility to investigate the financial capability and/or suitability of all proposed
tenants.



     2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of
no force or effect if immediately prior to the Start Date, Lessee was the owner or occupant of the
Premises. In such event, Lessee shall be responsible for any necessary corrective work.



     2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and
Regulations attached hereto, and as established by Lessor from time to time, Lessee shall be
entitled to rent and use the number



 









 




of parking spaces specified in Paragraph 1.2(b). free of charge. at the rental rate
applicable from time to time from monthly parking as set by Lessor
and/or its licensee.




                    (a) If Lessee commits, permits or allows any of the prohibited activities described in the
Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.




                    (b) The month rent per parking space specified in Paragraph 1.2(b) is subject to change upon
30 days prior written notice to Lessee. The rent for the parking is payable one month in advance
prior to the first day of each calendar month.



     2.7 Common Areas — Definition. The term “Common Areas” is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Project and interior utility
raceways and installations within the Premises that are provided and designated by the Lessor from
time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers, contractors and invitees,
including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms,
elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways
and landscaped areas.



     2.8 Common Areas — Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and
its employees, suppliers, shippers, contractors, customers and invitees, during the term of this
Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas
as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or restrictions governing
the use of the Project. Under no circumstances shall the right herein granted to use the Common
Areas be deemed to include the right to store any property, temporarily or permanently, in the
Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or
Lessor’s designated agent, which consent may be revoked at any time. In the event that any
unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove the property and charge the cost to
Lessee, which cost shall be immediately payable upon demand by Lessor.



     2.9 Common Areas — Rules and Regulations. Lessor or such other person(s) as Lessor may
appoint shall have the exclusive control and management of the Common Areas and shall have the
right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations
(“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the
parking and unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of the Building and the Project and their invitees. The
Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its
employees, suppliers, shippers, customers, contractors and invitees to so abide and conform.
Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by
other tenants of the Project. The Rules and Regulations shall not be enforced or changed in any
unreasonable way by Lessor, or enforced or changed by Lessor in such a way as to materially impair
Lessee’s rights or obligations under this Lease. Lessor shall use reasonable efforts to apply the
Rules and Regulations uniformly with respect to Lessee and other Lessees in the Building.



     2.10 Common Areas — Changes. Lessor shall have the right, in Lessors sole discretion, from
time to time:




                    (a) To make changes to the Common Areas, including, without limitation, changes in the
location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators,
escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;




                    (b) To close temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available;




                    (c) To designate other land outside the boundaries of the Project to be a part of the Common
Areas;




                    (d) To add additional buitdings and improvements to the Common Areas;




                    (e) To use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Project, or any portion thereof; and




                    (f) To do and perform such other acts and make such other changes in, to or with respect to
the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be
appropriate.




                    (g) Notwithstanding anything to the contrary, Lessor shall be permitted to change the Common
Areas of the Building only to the extent that such changes do not materially interfere with
Lessee’s use of or access to the Premises, the parking facility or materially increase Lessee’s
obligations under the Lease.





 









 







3. Term.




     3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are subject
to as specified in Paragraph 1.3.



     3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the
Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early
possession. Alt other terms of this Lease (including but not limited to the obligations to pay
Lessee’s Share of the Operating Expense Increase) shall, however, be in effect during such period.
Any such early possession shall not affect the Expiration Date.



     3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to
deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts,
Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be
obligated to pay Rent or perform its other obligations until Lessor delivers possession of the
Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from
the date of deliver of possession and continue for a period equal to what Lessee would otherwise
have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of
Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may
be extended under the acts or omissions of Lessee. If possession is not delivered within 60 days
after the Commencement Date, as the same may be extended under the terms of any Work Letter
executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end
of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all
obligations hereunder. If such written notice is not received by Lessor within said 10 day period,
Lessee’s right to cancel shall terminate. If possession of the Premises is not delivered within
120 days after the Commencement Date, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.



     3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to
Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5).
Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under
this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s
election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee
is required to perform any other conditions prior to or concurrent with the Start Date, the Start
Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.


4. Rent.




     4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease
(except for the Security Deposit) are deemed to be rent (“Rent”).



     4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in
addition to the Base Rent, Lessee’s Share of the amount by which all Operating Expenses for each
Comparison Year exceeds the amount of all Operating Expenses for the Base Year, such excess being
hereinafter referred to as the “Operating Expense Increase”, in accordance with the following
provisions:



          (a) “Base Year” is as specified in Paragraph 1.9.




          (b) “Comparison Year” is defined as each calendar year during the term of this Lease
subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of
the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such
as are mandated by a governmental authority, as to which government mandated expenses Lessee shall
pay Lessee’s Share, notwithstanding they occur during the first twelve (12) months). Lessee’s
Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term
shall be prorated according to that portion of such Comparison Year as to which Lessee is
responsible for a share of such increase.




          (c) “Operating Expenses” include all costs incurred by Lessor relating to the ownership and
operation of the Project, calculated as if the Project was at least 95% occupied, including, but
not limited to, the following:




               (i) The operation, repair, and maintenance in neat, clean, safe, good order and condition, but
not the replacement (see subparagraph (g)), of the following:



                    (aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes
and window coverings, and including parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, walkways, stairways, parkways, driveways landscaped areas, striping, bumpers,
irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and
gates;



                    (bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment,
communication systems and other equipment used in common by, or for the benefit of, lessees or
occupants of the Project, including elevators and escalators, tenant directories, fire detection
systems including sprinkler system maintenance and repair.



               (ii) Trash disposal, janitorial and security services, pest control services, and the costs of
any environmental inspections;



               (iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be
an “Operating Expense”;



               (iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to
paragraph 8 and any deductible portion of an insured loss concerning the Building or the Common
Areas;



 









 





               (v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10;



               (vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not
separately metered;



               (vii) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and
tools, used in maintaining and/or cleaning the Project and accounting and management fees
attributable to the operation of the Project;



               (viii) The cost of any Capital Expenditure to the Building or the Project not covered under
the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such
Capital Expenditure over a 12 year period and Lessee shall not be required to pay more than
Lessee’s Share of 1/144th of the cost of such Capital Expenditure in any given month;



               (ix) Replacement of equipment or improvements that have a useful life for accounting purposes
of 5 years or less.



          (d) Any item of Operating Expense that is specifically attributable to the Premises, the
Building or to any other building in the Project or to the operation, repair and maintenance
thereof, shall be allocated entirely to such Premises, Building, or other building. However, any
such item that is not specifically attributable to the Building or to any other building or to the
operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings
in the Project.



          (e) The inclusion of the improvements, facilities and services set forth in Subparagraph
4.2(c) shall not be deemed to impose an obligation upon Lessor to either have said improvements or
facilities or to provide those services unless the Project already has the same, Lessor already
provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of
them.



          (f) Lessee’s Share of Operating Expense Increase shall be payable by Lessee within 10 days
after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor. At
Lessor’s option, however, an amount may be estimated by Lessor from time to time in advance of
Lessee’s Share of the Operating Expense Increase for any Comparison Year, and the same shall be
payable monthly during each Comparison Year of the Lease term, on the same day as the Base Rent is
due hereunder. In the event that Lessee pays Lessor’s estimate of Lessee’s Share of Operating
Expense Increase as aforesaid, Lessor shall deliver to Lessee within 60 days after the expiration
of each Comparison Year a reasonably detailed statement showing Lessee’s Share of the actual
Operating Expense Increase incurred during such year. If Lessee’s payments under this paragraph.
(f) during said Comparison Year exceed Lessee’s Share as indicated on said statement, Lessee shall
be entitled to credit the amount of such overpayment against Lessee’s Share of Operating Expense
Increase next falling due. If Lessee’s payments under this paragraph during said Comparison Year
were less than Lessee’s Share as indicated on said statement, Lessee shall pay to Lessor the amount
of the deficiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and
Lessee shall forthwith adjust between them by cash payment any balance determined to exist with
respect to that portion of the last Comparison Year for which Lessee is responsible as to Operating
Expense Increases, notwithstanding that the Lease term may have terminated before the end of such
Comparison Year.



          (g) Operating Expenses shall not include the costs of replacement for equipment or capital
components such as the roof, foundations, exterior walls or a Common Area capital improvement, such
as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5
years or more unless it is of the type described in paragraph 4.2(c) (viii), in which case their
cost shall be included as above provided.



          (h) Operating Expenses shall not include any expenses paid by any tenant directly to third
parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by
insurance proceeds.


Notwithstanding anything to the contrary in Section 4.2, Operating Expenses shall not include (1)
the cost of
providing any service directly to and paid directly by Lessee; (2) the cost of any items for which
the Lessor is reimbursed by any other Lessee or occupant of the Project, insurance proceeds,
warranties, condemnation awards, or otherwise to the extent so reimbursed; (3) any real estate
brokerage commissions or other costs incurred in procuring tenants, or any fee in lieu of
commission; (4) depreciation and amortization of principal and interest on mortgages or ground
lease payments (if any); (5) cost of items considered capital repairs, replacements, improvements
and equipment under generally accepted accounting principles consistently applied except as
specifically permitted under Section 4.2(c); (6) costs incurred by Lessor due to any violation by
Lessor of the terms and conditions of the Lease or any law, code, regulation, ordinance or the
like; (7) Lessor’s general corporate overhead or general administrative expenses; (8) any
compensation paid to clerks, Lessees or other persons in commercial concessions operated by Lessor;
(9) costs incurred in connection with upgrade of the Building performed by Lessor to comply with
disability, life, seismic, fire and safety codes, ordinances, statues, or other laws in effect
prior to the Commencement Date, including without limitations, the ADA, including penalties or
damage incurred due to such non-compliance; (10) any management or accounting fees in





 









 







excess of the fair market value of such services; (11) costs incurred to (i) comply with laws
relating to the removal of any Hazardous Substances (defined in Section 6.2) which was in existence
on the Premises prior to the Commencement Date and (ii) remove, remedy, contain, treat any
Hazardous Substances, which Hazardous Substances are brought onto the Premises after the date
hereof by Lessor, Lessor’s agents, employees, or invitees, (12) reserves; (13) expenses incurred
prior the Expense Year; (14) insurance which is materially different in amount or coverage or new
categories of expenses, unless the Base Year is increased by the reasonable estimated cost of such
increase or new expense, had such expense been incurred during the ease Year. All costs included
in Operating Expenses shall be the actual cost of such service or material to Lessor, without
profit or mark-up of any kind.




     4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of
the United States on or before the day on which it is due, without offset or deduction (except as
specifically permitted in this Lease). Rent for any period during the term hereof which is for
less than one full calendar month shall be prorated based upon the actual number of days of said
month. Payment of Rent shall be made to Lessor at its address stated herein or to such other
persons or place as Lessor may from time to time designate in writing. Acceptance of a payment
which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of
such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any
check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any
reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge. Payments
will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then
to Base Rent and Operating Expense Increase, and any remaining amount to any other outstanding
charges or costs.



     4.4 Right to Audit. Within one year after receipt of a Statement by Lessee (“Review Period”),
if Lessee disputes the amount set forth in the Statement, Lessee’s employees or an independent
certified public accountant designated by Lessee, may, after reasonable notice to Lessor and at
reasonable times, inspect Lessor’s records at Lessor’s offices. If after such inspection Lessee
notifies Lessor in writing that Lessee still disputes such amounts, a certification as to the
proper amount shall be made by an independent certified public accountant selected by Lessor and
reasonably approved by Lessee and who is a member of a nationally or regionally recognized
accounting firm, which certification shall be binding upon Lessor and Lessee. Lessor shall
cooperate in good faith with Lessee and the accountant to show Lessee and the accountant the
information upon which the certification is to be based. However, if such certification by the
accountant proves that the Operating Expenses set forth in the Statement were overstated by more
than four percent (4%), then the cost of Lessee’s initial review, the accountant and the cost of
such certification shall be paid for by Lessor. Promptly following the parties receipt of such
certification, the parties shall make such appropriate payments or reimbursements, as the case may
be, to each other, as are determined to be owing pursuant to such certification.


5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit
as security for Lessees faithful performance of its obligations under this Lease. If Lessee fails
to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any
portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or
compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by
reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall
within 10 days after written request therefor, deposit monies with Lessor sufficient to restore
said Security Deposit to the full amount required by this Lease. If the Base Rent increases the
term of this Lessee shall, upon written request from Lessor, deposit additional moneys with Lessor
so that the total amount of the Security Deposit shall at all times bear the same proportion to the
increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the
Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate
a subleasee or assignee, Lessor shall have the right to increase the Security Deposit to the extent
necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the
Premises may suffer as a result thereof. If a change I control of Lessee occurs during the Lease
and following such change the financial condition of Lessee is , in Lessor’s reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be
sufficient to cause the Security Deposit to be at a commercially reasonable level based on such
change in financial condition. Lessor shall not be required to keep the Security Deposit separate
from its general accounts. Within 14 days after the expiration or termination of this Lease, if
Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after
the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion
of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be
considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by
Lessee under this Lease.



6. Use.





 









 








     6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal
use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or
permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance,
or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall
not unreasonably withhold or delay its consent to any written request for a modification of the
Agreed Use, so long as the same will not impair the structural integrity of the improvements of the
Building, will not adversely affect the mechanical, electrical, HVAC, and other systems of the
Building, and/or wilt not affect the exterior appearance of the Building. If Lessor elects to
withhold consent, Lessor shall within 7 days after such request give written notification of same,
which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.
As of the Commencement Pate of Lease, Project is zoned to permit the Agreed Use in the Premises
including use as a call center.



     6.2 Hazardous Substances.



          (a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease
shall mean any product, substance, or waste whose presence, use, manufacture, disposal,
transportation, or release, either by itself or in combination with other materials expected to be
on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the
environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a
basis for potential liability of Lessor to any governmental agency or third party under any
applicable statute or common law theory. Hazardous Substances shall include, but not be limited
to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fractions
thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a
Reportable Use of Hazardous Substances without the express prior written consent of Lessor and
timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall
mean (i) the installation or use of any above or below ground storage tank, (ii) the generation,
possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a
permit from, or with respect to which a report, notice, registration or business plan is required
to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a
Hazardous Substance with respect to which any Applicable Requirements requires that a notice be
given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the
foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in
the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper,
glue, etc.) and common household cleaning materials, so long as such use is in compliance with all
Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring
property to any meaningful risk of contamination or damage or expose Lessor to any liability
therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such
additional assurances as Lessor reasonably deems necessary to protect itself, the public, the
Premises and/or the environment against damage, contamination, injury and/or liability, including,
but not limited to, the installation (and removal on or before Lease expiration or termination) of
protective modifications (such as concrete encasements) and/or increasing the Security Deposit.



          (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a
Hazardous Substance has come to be located in, on, under or about the Premises, other than as
previously consented to by Lessor, Lessee shall immediately give written notice of such fact to
Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it
has concerning the presence of such Hazardous Substance.



          (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be
spilled or released in, on, under, or about the Premises (including through the plumbing or
sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable
Requirements and take alt investigatory and/or remedial action reasonably recommended, whether or
not formally ordered or required, for the cleanup of any contamination of, and for the maintenance,
security and/or monitoring of the Premises or neighboring properties, that was caused or materially
contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the
Premises during the term of this Lease, by or for Lessee, or any third party.



          (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents,
employees, lenders and ground lessor, if any, harmless from and against any and all toss of rents
and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and
consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by
or for Lessee, or any third party (provided, however, that Lessee shall have no liability under
this Lease with respect to underground migration of any Hazardous Substance under the Premises from
areas outside of the Project not caused or contributed to by Lessee). Lessee’s obligations shall
include, but not be limited to, the effects of any contamination or injury to person, property or
the environment created or suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee shall release
Lessee from its obligations under this Lease with respect to Hazardous Substances, unless
specifically so agreed by Lessor in writing at the time of such agreement.



          (e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend,
reimburse and hold Lessee, its employees and lenders, harmless from and against any and all
environmental damages, including the cost of remediation, which result from Hazardous Substances
which existed on the Premises prior to Lessee’s occupancy or which are caused by the gross
negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and
when required by the Applicable Requirements, shall include, but not be



 









 




limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and
shall survive the expiration or termination of this Lease. Lessee shall not be liable hi any
respect for, or be required to clean-up, remove, remediate or restore, any Hazardous Substances not
brought onto the Project by or for Lessee.




          (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any
investigations or remediation measures required by governmental entities having jurisdiction with
respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy,
unless such remediation measure is required as a result of Lessee’s use (including “Alterations”,
as defined in paragraph 7.3(a) below) of the Premises, which event Lessee shall be responsible for
such payment. Lessee shall cooperate fully in any such activities at the request of Lessor,
including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at
reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.



          (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(a))
occurs during the term of this Lease, unless Lessee is legally responsible therefore (in which case
Lessee shall make the investigation and remediation thereof required by the Applicable Requirements
and this Lease shall continue in full force and effect, but subject to Lessor’s rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and
remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at
Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the
estimate cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000,
whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of
knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate
this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to
give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of
Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous
Substance Condition exceeds on amount equal to 12 times the then monthly Base Rent or $100,000,
whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance
thereof within 30 days following such commitment. In such event, this Lease shall continue in full
force and effect and Lessor shall proceed to make such remediation as soon as reasonably possible
after the required funds are available. If Lessee does not give such notice and provide the
required funds or assurance thereof within the time provided, this Lease shall terminate as of the
date specified in Lessor’s notice of termination.



     6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this
Lease, Subject to Section 2.3, Lessee shall, at Lessee’s sole expense, fully, diligently and in a
timely manner, materially comply with all Applicable Requirements, the requirements of any
applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s
engineers and/or consultants which relate in any manner to the Premises, without regard to whether
said requirements are now in effect or become effective after the Start Commencement Date. Lessor
shall, at Lessor’s sole expense, fully, diligently and in a timely manner comply with all
Applicable Requirements and the requirements of any applicable fire insurance underwriter or rating
bureau which relate to the Project (excluding the Premises). Lessee shall, within 10 days after
receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents,
and other information evidencing Lessee’s compliance with any Applicable Requirements specified by
Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents
involved) of any threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable
Requirements.



     6.4 Inspection; Compliance. Lessor and Lessors “Lender” (as defined in Paragraph 30) and
consultants shall have the right to enter into Premises at any time, in the case of an emergency,
and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and
for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid
by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see
paragraph 9.1e) is found to exist or be imminent, or the inspection is requested or ordered by a
governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of
such inspection, so tong as such inspection is reasonably related to the violation or
contamination.


7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.




     7.1 Lessee’s Obligations. Notwithstanding Lessor’s obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as
additional rent for that portion of the cost of any maintenance and repair of the Premises, or any
equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is
attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any improvements with the
Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any
particular such maintenance or repairs the cost of which is otherwise Lessee’s responsibility
hereunder.



     7.2 Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3
(Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or
Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2,
shall keep in good order, condition and repair the foundations, exterior watts, structural
condition of interior bearing watts, exterior roof, fire sprinkler system, fire alarm



 









 




and/or smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives
the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the
terms of this Lease.



If Lessor fails to perform Lessor’s obligations under this Paragraph 7.2, Lessee may after 10
business days’ prior written notice to Lessor (except in the case of an emergency, in which case no
notice shall be required), and Lessor is not in good faith actively meeting such obligations,
perform such obligations on Lessor’s behalf, and Lessor shall promptly reimburse Lessee for
Lessee’s actual, reasonable cost thereof.




     7.3 Utility Installations; Trade Fixtures; Alterations.



          (a) Definitions. The term “Utility Installations” refers to all floor and window coverings,
air tines, vacuum tines, power panels, electrical distribution, security and fire protection
systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in or on the
Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be
removed without doing material damage to the Premises. The term “Alterations” shall mean any
modification of the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant
to Paragraph 7.4(a).



          (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises
without Lessor’s prior written consent. Lessee may, however, make non-structural Utility
Installations to the interior of the Premises (excluding the roof) without such consent but upon
notice to Lessor, as tong as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof, ceilings, floors or any existing walls, will not affect the
electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this
Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or
permit any roof penetrations and/or install anything on the roof without the pr or written approval
of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a
contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be presented to Lessor in
written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring
alt applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the
plans and specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and expeditious manner.
Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and
sufficient materials. Lessee shall promptly upon completion furnish Lessor with asbuitt plans and
specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor may
condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150%
of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an
additional Security Deposit with Lessor.



          (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or
alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or
may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest
therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any
work in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the
same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount
equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against
liability for the same. If Lessor elects to participate in any such action, Lessee shall pay
Lessor’s attorneys’ fees and costs.



     7.4 Ownership; Removal; Surrender; and Restoration.



          (a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter
provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee,
but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner
of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless
otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility
Installations shall, at the expiration or termination of this Lease, become the property of Lessor
and be surrendered by Lessee with the Premises.



          (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not
tater than 30 days prior to the end of the term of this Lease, Lessor may require that any or alt
Lessee Owned Alterations or Utility Utility Installations trade fixtures be removed by the
expiration or termination of this Lease. Lessor may require the removal at any time of all or any
part of any Lessee Owned Alterations or Utility Installations made without the required consent.
Notwithstanding the foregoing, Lessee shall not be obligated to remove the Lessee Improvements from
the Premises upon the expiration or earlier termination of this Lease. Lessee shall have the right
at any time to install, remove, and replace trade Fixtures in the Premises, provided that Lessee
repairs any damage to the Premises or Building caused by such removal. If Lessee elects not to
remove such Trade Fixtures, all Lessee Owned Alterations and Utility Installations shall become
property of Lessor.



          (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any
earlier termination date, with all of the improvements, parts and surfaces thereof clean and free
of debris, and in



 









 




good operating order, condition and state of repair, ordinary wear and tear excepted.
“Ordinary wear and tear” shall not include any damage or deterioration that would have been
prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12
months or less, then Lessee shall surrender the Premises in the same condition as delivered to
Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any
damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned
Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any
storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises, to
the extent required by Applicable Requirements, any and all Hazardous Substances brought onto the
Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via
underground migration from areas outside of the Project) even if such removal would require Lessee
to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the
property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the
Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall
constitute a holdover under the provisions of Paragraph 26 below.



8. Insurance; Indemnity.




     8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by
Lessor pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2 (c)(iv)).
Said costs shall include increases in the premiums resulting from additional coverage related to
requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or
Project, increased valuation of the Premises, Building and/or Project, and/or a general premium
rate increase. Said costs shall not, however, include any premium increases resulting from the
nature of the occupancy of any other tenant of the Building. If the Project was not insured for
the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably
obtainable for the required insurance as of the Start Date, assuming the most nominal use possible
of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion
of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured
under Paragraph 8.2(b).



     8.2 Liability Insurance.



          (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability
policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily
injury, personal injury and property damage based upon or arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall
be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per
occurrence with an annual aggregate of not less than $2,000,000, an “Additional Insured-Managers or
Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement”
for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any
intra-insured exclusions as between insured persons or organizations, but shall include coverage
for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s
indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the
liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by
Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose
insurance shall be considered excess insurance only.



          (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph
8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee.
Lessee shall not be named as an additional insured therein.



     8.3 Property Insurance — Building, Improvements and Rental Value.



          (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of
insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender
insuring toss or damage to the Building and/or Project. The amount of such insurance shall be
equal to the full replacement cost of the Building and/or Project, as the same shall exist from
time to time, or the amount required by any Lender, but in no event more than the commercially
reasonable and available insurable value thereof. Lessee Owned Alterations and Utility
Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under
Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies
shall insure against all risks of direct physical loss or damage (except the perils of flood and/or
earthquake unless required by a Lender), including coverage for debris removal and the enforcement
of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement
of any portion of the Premises as the result of a covered loss. Said policy or policies shall also
contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and
inflation guard protection causing an increase in the annual property insurance coverage amount by
a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban
Consumers for the city nearest to where the Premises are located. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed $1,000 per occurrence.



          (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name
of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one
year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”).
Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and
the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable
by Lessee, for the next 12 month period.



 









 





          (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property
insurance of the Building and for the Common Areas or other buildings in the Project if said
increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.



          (d) Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required
to insure Lessee Owned Alterations and Utility installations unless the item in question has become
the property of Lessor under the terms of this Lease.



     8.4 Lessee’s Property; Business Interruption Insurance.



          (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s
personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such
insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per
occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of
personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee
shall provide Lessor with written evidence that such insurance is in force.



          (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense
insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable
to all perils commonly insured against by prudent lessees in the business of Lessee or attributable
to prevention of access to the Premises as a result of such perils.



          (c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or
forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business
operations or obligations under this Lease.



     8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or
admitted to transact business in the state where the Premises are located, and maintaining during
the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most
current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender.
Lessee shall not do or permit to be done anything which invalidates the required insurance
policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of
such insurance or certificates evidencing the existence and amounts of the required insurance. No
such policy shall be cancelable or subject to modification except after 30 days prior written
notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish
Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may
order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee
to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease, whichever is less. If either Party shall fail to procure and
maintain the insurance required to be carried by it, the other Party may, but shall not be required
to, procure and maintain the same.



     8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor
each hereby release and relieve the other, and waive their entire right to recover damages against
the other, for loss of or damage to its property arising out of or incident to the perils required
to be insured against herein. The effect of such releases and waivers is not limited by the amount
of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to
have their respective property damage insurance carriers waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not
invalidated thereby.



     8.7 Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall
indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master
or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or
damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities
arising out of, involving, or in connection with, the use and/or occupancy of the Premises by
Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing
matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably
satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not
have first paid any such claim in order to be defended or indemnified. Except to the extent of
Lessee’s negligence or willful misconduct, Lessor shall indemnify, protect, defend and hold
harmless Lessee and its agents from and against any and all claims and/or damages, liens,
judgments, penalties, attorneys’ and consultants’ fees, expense and/or liabilities arising out of,
involving, or in connection with, the negligence or willful misconduct of Lessor or its agents or
employees or the breach of this Lease by Lessor. If any action or proceeding is brought against
Lessee by reason of any of the foregoing matters, Lessor shall upon notice defend the same at
Lessor’s expense by counsel reasonably satisfactory to Lessee. Lessee need not have first paid any
such claim in order to be defended or indemnified.



     8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to
the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees,
contractors, invitees, customers, or any other person in or about the Premises, 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, -fire sprinklers, wires, appliances,
plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage



 









 




results from conditions arising upon the Premises or upon other portions of the Building, or
from other sources or places. Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of
any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this Lease,
Lessor shall under no circumstances be liable for injury to Lessee’s business or for any loss of
income or profit therefrom.



9. Damage or Destruction.




     9.1 Definitions.



          (a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be
repaired in 3 6 months or less from the date of the damage or destruction. , and the cost thereof
does not exceed a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within
30 days from the date of the damage or destruction as to whether or not the damage is Partial or
Total.




          (b) “Premises Total Destruction” shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which
cannot reasonably be repaired in 3 6 months or less from the date of the damage or destruction.
and/or exceed usual 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from
the date of the damage or destruction as to whether or not the damage is Partial or Total.




          (c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an
event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any
deductible amounts or coverage limits involved.




          (d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by
Lessor at the time of the occurrence to their condition existing immediately prior thereto,
including demolition, debris removal and upgrading required by the operation of Applicable
Requirements, and without deduction for depreciation.




          (e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition
involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph
6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.




     9.2 Partial Damage — Insured Loss. If a Premises Partial Damage that is an Insured Loss
occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures
or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this
Lease shall continue in full force and effect. ;provided, however, that Lessee shall, at Lessor’s
election, make the repair of any damage or destruction the total cost to repair of which is $5,000
or less, and, in such event, Lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required
insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete
said repairs. In the event, however, such shortage was due to the fact that, by reason of the
unique nature of the improvements, full replacement cost insurance coverage was not commercially
reasonable and available, Lessor shall have no obligation to pay for the shortage insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written
notice of such shortage and request therefore. If Lessor receives said funds or adequate assurance
thereof within said 10 day period, the party responsible for making the repairs shall complete them
as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds
or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10
days thereafter to: (i) make sure restoration and repair as is commercially reasonable with Lessor
paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or
(ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement
of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial
Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may
be some insurance coverage, but the net proceeds of any such insurance shall be made available for
the repairs if made by either Party.



     9.3 Partial Damage — Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss
occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the
repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably
possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or
(ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor
of knowledge of the occurrence of such damage. Such termination shall be effective 60 days
following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee
shall have the right within 10 days after receipt of the termination notice to give written notice
to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from
Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30
days after making such commitment. In such event this Lease shall continue in full force and
effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the
required funds are available. If Lessee does not make the required commitment, this Lease shall
terminate as of the date specified in the termination notice.



     9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total
Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage
or destruction was caused by



 









 




the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover
Lessor’s damages from Lessee, except as provided in Paragraph 8.6.




     9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is
damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss,
Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage
by giving a written termination notice to Lessee within 30 days after the date of occurrence of
such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a)
exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or
adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date
which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this
Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duty exercises
such option during such period and provides Lessor with funds (or adequate assurance thereof) to
cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable
expense, repair such damage as soon as reasonably possible and this Lease shall continue in full
force and effect. If Lessee fails to exercise such option and provide such funds or assurance
during such period, then this Lease shall terminate on the date specified in the termination notice
and Lessee’s option shall be extinguished.



     9.6 Abatement of Rent; Lessee’s Remedies.



          (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a
Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent
payable by Lessee for the period required for the repair, remediation or restoration of such damage
shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired. ,
but not to exceed the proceeds received from the Rental Value insurance. All other obligations of
Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such
damage, destruction, remediation, repair or restoration except as provided herein.




          (b) Remedies. If Lessor shall be Obligated to repair or restore the Premises and does not
commence, in a substantial and meaningful way, such repair or restoration within 90 days after such
obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or
restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of
Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of
such notice. If Lessee gives such notice and such repair or restoration is not commend within 30
days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair
or restoration is commenced within such 30 days, this Lease shall continue in full fore and effect.
“Commence” shall mean either the unconditional authorization of the preparation of the required
plans, or the beginning of the actual work on the Premises, whichever first occurs.




     9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph
6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any
other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so
much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.



     9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the
effect any damage to or destruction of the Premises with respect to the termination of this Lease
and hereby waive the provisions of any present or future statute to the extent inconsistent
herewith.


10. Real Property Taxes.




     10.1 Definitions. As used herein, the term “Real Property Taxes” shall include any form of
assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other
than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed
upon or levied against any legal or equitable interest of Lessor in the Project, Lessor’s right to
other income therefrom, and/or Lessor’s business of teasing, by any authority having the direct or
indirect power to tax and where the funds are generated with reference to the Project address and
where the proceeds so generated are to be applied by the city, county or other local taxing
authority of a jurisdiction within which the Project is located. “Real Property Taxes” shall also
include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of
events occurring during the term of this Lease, including but not limited to, a change in the
ownership of the Project or any portion thereof or a change in the improvements thereon.



     10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the
Real Property Taxes applicable to the Project, and said payments shall be included i0 the
calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2.



     10.3 Additional Improvements. Operating Expenses shall not include Real Property Taxes
specified in the tax assessor’s records and work sheets as being caused by additional improvements
placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other
lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time
Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property
Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed
upon the Premises by Lessee or at Lessee’s request.



     10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes
allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of
the land and improvements included within the tax parcel assessed, such proportion to be determined
by Lessor from the respective valuations assigned



 









 




in the assessor’s work sheets or such other information as may be reasonably available.
Lessor’s reasonable determination thereof, in good faith, shall be conclusive.




     10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed
against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures,
furnishings, equipment and all personal property of Lessee contained in the Premises. When
possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade
Fixtures, furnishings, equipment and alt other personal property to be assessed and billed
separately from the real property of Lessor. If any of Lessee’s said property shall be assessed
with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property
within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s
property.


11. Utilities and Services.




     11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air
conditioning, reasonable amounts of electricity for normal lighting and office machines, in minimum
quantities pursuant to the Work Letter, water for reasonable and normal drinking and lavatory use
in connection with an office, and replacement light bulbs and/or fluorescent tubes and ballasts for
standard overhead fixtures. Lessor shall also provide janitorial services to the Premises and
Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial
schedule, if any. Lessor shall not, however, be required to provide janitorial services to
kitchens or storage areas included within the Premises. Lessor shall cause the Premises to be
separately metered for electrical service at Lessor’s sole cost. Lessor shall pay the electrical
service provider directly for Lessee’s electrical usage in the Premises and bill Lessee Monthly,
with no profit or mark-up to Lessor.



     11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power,
telephone and other utilities and services specially or exclusively supplied and/or metered
exclusively to the Premises or to Lessee, together with any taxes thereon. If a service is deleted
by Paragraph 1.13 and such service is not separately metered to the Premises, Lessee shall pay at
Lessor’s option, either Lessee’s Share or a reasonable proportion to be determined by Lessor of all
charges for such jointly metered service.



     11.3 Hours of Service. Said services and utilities shall be provided during times set forth
in Paragraph 1.12. Utilities and services required at other times shall be subject to advance
request and reimbursement by Lessee to Lessor of the cost thereof.



     11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or
through existing outlets and shall not install or use machinery or equipment in or about the
Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra
burden upon the utilities or services, including but not limited to security and trash services,
over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for
any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor
may, in its sole discretion, install at Lessee’s expense supplemental equipment and/or separate
metering applicable to Lessee’s excess usage or loading.



     11.5 Interruptions. Except as set forth in this Lease, there shall be no abatement of rent
and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption
or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown,
accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with
governmental request or directions.


12. Assignment and Subletting.




     12.1 Lessor’s Consent Required.



          (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber
(collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease
or in the Premises without Lessor’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. Subject to said consent, Lessee shall have the right to assign
the Lease or sublet all or any portion of the Premises at any time during the primary term or any
extensions thereof.




          (b) Although no consent shall be required for an assignment or sublet to a subsidiary,
affiliate, or related company of Lessee, Lessee shall still give reasonable notice of such change
to Lessor.




          (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock
exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The
transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a
change in control for this purpose.




          (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by
way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise0, whether or
not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or
will result in a reduction of the New Worth of Lessee by an amount greater than 25% of such Net
Worth as it was represented at the time of the execution of this Lease or at the time of the most
recent assignment to which Lessor has consented, or as it exists immediately prior to said
transaction or transactions constituting such reduction, whichever was or is greater, shall be
considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of
Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally
accepted accounting principles.





 









 








          (c) (d) An assignment or subletting without consent shall, at Lessor’s option, be a Default
curable after notice per Paragraph 13.1(c). , or a noncurable Breach without the necessity of any
notice and grace period. If Lessee fails to cure Default after written notice and a reasonable
opportunity to cure, Lessor elects to treat such unapproved assignment or subletting as a
noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written
notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the
event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in
effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the
Lease term shall be increased to 110% of the scheduled adjusted rent.




          (d) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to
compensatory damages and/or injunctive relief.




     12.2 Terms and Conditions Applicable to Assignment and Subletting.



          (a) Regardless of Lessor’s consent, except for an assignment for which Lessor expressly
granted its consent or for which no consent is required hereunder, no assignment or subletting
shall: (i) be effective without the express written assumption by such assignee or sublessee of the
obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii)
alter the primary liability of Lessee for the payment of Rent or for the performance of any other
obligations to be performed by Lessee.




          (b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than
Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or
disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver
or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.




          (c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any
subsequent assignment or subletting.




          (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against
Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under
this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against
any other person or entity responsible therefore to Lessor, or any security held by Lessor.




          (e) Each request for consent to an assignment or subletting shall be in writing, accompanied
by information relevant to Lessor’s determination as to the financial and operational
responsibility and appropriateness of the proposed assignee or sublessee, including but not limited
to the intended use and/or required modification of the Premises, if any. Lessee agrees to provide
Lessor with such other or additional information and/or documentation as may be reasonably
requested. (See also Paragraph 36)




          (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such
assignment or entering into such sublease, be deemed to have assumed and agreed to conform and
comply with each and every term, covenant, condition and obligation herein to be observed or
performed by Lessee during the term of said assignment or sublease, other than such obligations as
are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has
specifically consented to in writing.




          (g) Lessor’s consent to any assignment or subletting except for an assignment or sublease
under paragraph 12.1, shall not transfer to the assignee or sublessee any Option granted to the
original Lessee by this Lease unless such transfer is specifically consented to by Lessor in
writing. (See Paragraph 39.2)




     12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and
conditions shall apply to any subletting by Lessee of alt or any part of the Premises and shall be
deemed included in all subleases under this Lease whether or not expressly incorporated therein:



          (a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in alt Rent payable
on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under
this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s
obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any
assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the
sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such
sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a
written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations
under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee
shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any
obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from
Lessee to the contrary.




          (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn
to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.




          (c) Any matter requiring the consent of the sublessor under a sublease shall also require the
consent of Lessor.





 









 








          (d) No sublessee shall further assign or sublet alt or any part of the Premises without
Lessor’s prior written consent which shall be granted as provided for herein, subject to the terms
of Section 12.1.




          (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,
who shall have the right to cure the Default of Lessee within the grace period, if any, specified
in such notice. The sublessee shall have a right of reimbursement and offset from and against
Lessee for any such Defaults cured by the sublessee.



13. Default; Breach; Remedies.




     13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or
perform any of the terms, covenants, co0ditions or Rules and Regulations under this Lease. A
“Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of
Lessee to cure such Default within any applicable grace period:



          (a) The abandonment of the Promises; or t The vacating of the Premises without providing a
commercially reasonable level of security, or where the coverage of the property insurance
described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.




          (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be
made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable
evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers
or threatens life or property, where such failure continues for a period of 3 10 business days
following written notice to Lessee to cure monetary defaults or commence curing and diligently
prosecute to completion.




          (c) The failure by Lessee to provide (i) reasonable written evidence of compliance with
Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized
assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi)
evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41
(easements), or (viii) any other documentation or information which Lessor may reasonably require
of Lessee under the terms of this Lease, where any such failure continues for a period of 10 30
days following written notice to Lessee to cure non-monetary defaults or commence curing and
diligently prosecute to completion.




          (d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or
of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs
13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written
notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee
commences such cure within said 30 day period and thereafter diligently prosecutes such cure to
completion.




          (e) The occurrence of any of the following events: (i) the making of any general arrangement
or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101
or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same
is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease,
where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Lessee’s assets located at the Premises or of
Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided,
however, in the event that any provision of this subparagraph (e) is contrary to any applicable
law, such provision shall be of no force or effect, and not affect the validity of the remaining
provisions.




          (f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor
was materially false.




          (g) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death
of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other
than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the
subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a
Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure,
within 60 days following written notice of any such event, to provide written alternative assurance
or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the
combined financial resources of Lessee and the Guarantors that existed at the time of execution of
this Lease.




     13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations,
within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at
its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the
obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or
approvals. The costs and expenses of any such performance by Lessor shall be due and payable by
Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be
honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments
to be made by Lessee to be by cashier’s check. In the event of a Breach, Lessor may, with or
without further notice or demand, and without limiting Lessor in the exercise of any right or
remedy which Lessor may have by reason of such Breach:



 









 





          (a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such
event Lessor
shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the
time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the amount of such
rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time
of award of the amount by which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv)
any other amount necessary to compensate Lessor for all the detriment proximately caused by the
Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary renovation and alteration of
the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor
in connection with this Lease applicable to the unexpired term of this Lease. The worth at the
time of award of the amount referred to in provision (iii) of the immediately preceding sentence
shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of
the District within which the Premises are located at the time of award plus one percent. Efforts
by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s
right to recover damages under Paragraph 12. If termination of this Lease is obtained through the
provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding
any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover
all or any part thereof in a separate suit. If a notice and grace period required under Paragraph
13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee
under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1.
In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer
statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of
the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease
entitling Lessor to the remedies provided for in this Lease and/or by said statute.




          (b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes
due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of
maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s
interests, shall not constitute a termination of the Lessee’s right to possession.




          (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of
the state wherein the Premises are located. The expiration or termination of this Lease and/or the
termination of Lessee’s right to possession shall not relieve Lessee from liability under any
indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by
reason of Lessee’s occupancy of the Premises.




     13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration
for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as
“Inducement Provisions”, shall be deemed conditioned upon Lessee’s full and faithful performance of
all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any
such inducement Provision shall automatically be deemed deleted from this Lease and of no further
force or effect, and any rent, other charge, bonus, inducement or consideration theretofore,
abated, given or paid by Lessor under such an inducement Provision shall be immediately due and
payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this
paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless
specially so stated in writing by Lessor at the time of such acceptance.



     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause
Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing and accounting
charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within 5 days after such amount shall be due, then, without any
requirement for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal to 10% of
each such overdue amount or $100, whichever is greater. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such
late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of
Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of
the other rights and remedies granted hereunder. In the event that a late charge is payable
hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option,
become due and payable quarterly in advance.



     13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not
received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days
following the date on which it was due for nonscheduled payment, shall bear interest from the date
when due, as to scheduled payments, or the 31st day after it was due as to nonscheduled payments.
The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall not
exceed the maximum rate allowed by law. Interest is payable in addition to the potential late
charge provided for in Paragraph 13.4.




 









 






     13.6 Breach by Lessor.



          (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails
within a reasonable time to perform an obligation required to be performed by Lessor. For purposes
of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor,
and any Lender whose name and address shall have been furnished Lessee in writing for such purpose,
of written notice specifying wherein such obligation of Lessor has not been performed; provided,
however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably
required for its performance, then Lessor shall not be in breach if performance is commenced within
such 30 day period and thereafter diligently pursued to completion.




     13.7 Notwithstanding anything to the contrary in this Lease, in the event that Lessee does not
have reasonable access to the Premises or the Project parking facility or if Lessor fails to
provide services or utilities that are required under this Lease to the Premises (an “Abatement
Event”), then Lessee shall give Lessor notice of such Abatement Event, and if such Abatement Event
continues for 10 consecutive days after Lessor’s receipt of any such notice (the “Eligibility
Period”), then Rent shall be abated until such Abatement Event terminates.



          (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender
cures said breach within 30 days after receipt of said notice, or if having commenced said cure
they do not diligently pursue it to completion, then Lessee may elect to cure said breach at
Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided
however, that such offset shall not exceed an amount equal to the greater of one month’s Base Rent
or the Security Deposit, reserving Lessee’s right to seek reimbursement from Lessor. Lessee shall
document the cost of said cure and supply said documentation to Lessor.



14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent
domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this
Lease shall terminate as to the part taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than 10% of the rentable floor area of the Premises,
or more than 25% of Lessee’s Reserved Parking Spaces, if any, are taken by Condemnation, Lessee
may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given
Lessee written notice of such taking (or in the absence of such notice, within 10 days after the
condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the portion of the
Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in
utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be
the property of Lessor, whether such award shall be made as compensation for diminution in value of
the leasehold, the value of the part taken, or for severance damages; provided, however, that
Lessee shall be entitled to any compensation for Lessee’s relocation expenses, loss of business
goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant
to the provisions of this Paragraph. All Alterations and Utility Installations made to the
Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the
Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the
event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any
damage to the Premises caused by such Condemnation.



15. Brokerage Fees.




     15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10
above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if
Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other
premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the
Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is
increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay
Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution
of this Lease.



     15.2 Assumption of Obligations. Any buyer or transferee of Lessor’s interest in this Lease
shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party
beneficiaries of the provisions of Paragraph 1.10, 15, 22, and 31. If Lessor fails to pay to
Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such
amounts shall accrue interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker
when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if
Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to
its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to e
a third party beneficiary of any commission agreement entered into by and/or between Lessor and
Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.



     15.3 Representations and indemnities of Broker Relationships. Lessee and Lessor each
represent and warrant to the other that it has had not dealings with any person, firm, broker, or
finder (other than the Brokers, if any) in connection with this Lease, and that no on e other than
said named Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee
and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and
against liability for compensation or charges which may be claimed by any such unnamed broker,
finder or other similar party by reason of any dealings or actions of the indemnifying Party,
including any costs, expenses, attorney’s fees reasonably incurred with respect thereto.



 









 




16. Estoppel Certificates.




          (a) Each Party (as “Responding Party”) shall within 10 days after written notice from the
other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a
statement in writing in form similar to the then most current “Estoppel Certificate” form published
by the AIRCommercial Real Estate Association, plus such additional information, confirmation and/or
statements as may be reasonably requested by the Requesting Party.




          (b) If the Responding Party shall fait to execute or deliver the Estoppel Certificate within
such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the
Lease is in full force and effect without modification except as may be represented by the
Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and
(iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance.
Prospective purchasers and encumbrances may rely upon the Requesting Party’s Estoppel Certificate,
and the Responding Party shall be estopped from denying the truth of the facts contained in said
Certificate.




          (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee
and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such
financial statements as may be reasonably required by such lender or purchaser, including but not
limited to Lessee’s financial statements for the past 3 years. All such financial statements shall
be received by Lessor and such tender or purchaser in confidence and shall be used only for the
purposes herein set forth.



17. Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the
time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s
interest in the prior tease. In the event of a transfer of Lessor’s title or interest in the
Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any unused Security Deposit held by Lessor. Except as provided i0 Paragraph 15, upon such transfer
or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under this Lease
thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or
covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as
hereinabove defined.



18. Severability. The invalidity of any provision of this Lease, as determined by a court of
competent jurisdiction, shall in no way affect the validity of any other provision hereof.



19. Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this
Lease shall mean and refer to calendar days.



20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor or its partners, members, directors, officers or shareholders, and
Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any
liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s
partners, members, directors, officers or shareholders, or any of their personal assets for such
satisfaction.



21. Time of Essence. Time is of the essence with respect to the performance of all obligations to
be performed or observed by the Parties under this Lease.



22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between
the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous
agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to
the Brokers that it has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease and as to the use,
nature, quality and character of the Premises. Brokers have no responsibility with respect
thereto or with respect to any default or breach hereof by either Party. The liability (including
court costs and attorneys’ fees) of any Broker with respect to negotiation, execution, delivery or
performance by either Lessor or Lessee under this Lease or any amendment or modification hereto
shall be limited to an amount up to the fee received by such Broker pursuant to this Lease;
provided, however, that the foregoing limitation on each Broker’s liability shall not be
applicable to any gross negligence or willful misconduct of such Broker.



23. Notices.




     23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law
shall be in writing and may be delivered in person (by hand or by courier) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or
by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified
in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be
that Party’s address for delivery or mailing of notices. Either Party may by written notice to the
other specify a different address for notice, except that upon Lessee’s taking possession of the
Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to
Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may
from time to time hereafter designate in writing.



     23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt card, or if no
delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed
given 48 hours after the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that



 









 




guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or
courier. Notices transmitted by facsimile transmission or similar means shall be deemed
delivered upon telephone confirmation of receipt (confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a
Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.



24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition
hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of
any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be
construed as the basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or
Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages
due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection
therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless
specifically agreed to in writing by Lessor at or before the time of deposit of such payment.



25. Disclosures Regarding the Nature of a Real Estate Agency Relationship.




          (a) When entering into a discussion with a real estate agent regarding real estate
transaction, a Lessor or Lessee should from the outset understand what type of agency relationship
or representation it has with the agent or agents in the transaction. Lessor and Lessee
acknowledge being advised by the Brokers in this transaction, as follows:




               (i) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts
as the agent for the Lessor only. A Lessor’s agent or subagent has the following affirmative
obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honestly, and
loyalty in dealings with the Lessor. To the Lessee and the Lessor. a. Diligent exercise
of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair
dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting
the value or desirability of the property that are not known to, or within the diligent attention
and observation of, the Parties. An agent is not obligated to reveal to either Party any
confidential information obtained from the other Party which does not involve the affirmative
duties set forth above.



               (ii) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts
as the agent for the Lessor only. A Lessor’s agent or subagent has the following affirmative
obligations. To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and
loyalty in dealings with the Lessor.. To the Lessee and the Lessor: a. Diligent exercise
of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair
dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting
the value or desirability of the property that are not know to, or with the diligent attention and
observation of, the Parties. An agent is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not involve the affirmative duties set forth
above.



               (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting
directly or through one or more associate licenses, can legally be the agent of both the Lessor and
the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the
Lessee. In a dual agency situation, the agent has the following affirmative obligations to both
the Lessor and the Lessee: a. A fiduciary duty of the utmost care, integrity, honesty and loyalty
in the dealings with either Lessor or the Lessee. B. Other duties to the Lessor and the Lessee as
stated above in the subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent
may not without the express permission of the respective Party, disclose to the other Party that
the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee
is willing to pay a higher rent than that offered. The above duties of the agent in a real estate
transaction do not relieve a Lessor or Lessee from the responsibility to protect their own
interests. Lessor and Lessee should carefully read all agreements to assure that they adequately
express their understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advises is desire, consult a competent professional.



          (b) Brokers have no responsibility with respect to any default or breach hereof by either
Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to
any breach of duty, error or omission relating to this Lease shall not exceed the fee received by
such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each
Brokers’ liability shall not be applicable to any gross negligence or willful misconduct of such
Broker.


26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over,
then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the
expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any
holding over by Lessee.



27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.



28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be
observed or performed by Lessee are both covenants and conditions. In construing this Lease, all
headings and titles are for the convenience of the Parties only and shall not be considered a part
of this Lease. Whenever required by the context,





 









 








the singular shall include the plural and vice versa. This Lease shall not be construed as if
prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both
Parties had prepared it.



29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal
representatives, successors and assigns and be governed by the laws of the State in which the
Premises are located. Any litigation between the Parties hereto concerning this Lease shall be
initiated in the county in which the Premises are located.



30. Subordination; Attornment; Non-Disturbance.




     30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate
to any ground lease, mortgage, deed of trust, or other hypothecation or security device
(collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all
advances made on the security thereof, and to all renewals, modifications, and extensions thereof.
Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as
“Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under
this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to
the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease
and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates
of the documentation or recordation thereof.



     30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises
are acquired by another upon the foreclosure or termination of a Security Device to which this
Lease is subordinated (i) Lessee shall, subject to the nondisturbance provisions of Paragraph 30.3,
attorn to such new owner, and upon request, enter into a new lease, containing alt of the terms and
provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the
election of such new owner, this Lease shall automatically become a new Lease between Lessee and
such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof,
and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new
owner shall assume all of Lessor’s obligations hereunder, except that such new owner shall not:
(a) be liable for any act or omission of any prior lessor or with respect to events occurring prior
to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have
against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be
liable for the return of any security deposit paid to any prior lessor.



     30.3 Non-Disturbance. With respect to any Mortgage, Deeds of Trust, ground lease or other
liens entered into by and between the Lessor, and such Mortgagee, ground lessor and or any
beneficiary of any Deed of Trust or such lien granted by the Lessor (collectively referred to as
Lessor’s Mortgagee), Lessor shall secure and deliver to Lessee a Non-disturbance agreement in
commercially reasonable form from and executed by Lessor’s Mortgagee for the benefit of the Lessee,
at Lessee’s sole cost. With respect to Security Devices entered into by Lessor after the execution
of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially
reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which
Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease,
including any options to extend the term hereof, wilt not be disturbed so long as Lessee is not in
Breach hereof and attorns to the record owner of the Premises. Metropolitan Life Insurance
Company’s master Subordination, Non-disturbance and Attornment Agreement is attached “SNDA”.
Should Lessee choose to negotiate change to the master and/or sign and file SNDA with Metropolitan
Life, all such cost connected with same shall be the sole responsibility of Lessee. Lessor shall
cooperate with Lessee in obtaining Metropolitan Life’s agreement to the modifications to its SNDA
attached hereto, but Lessee acknowledges that if any such modifications are unacceptable to
Metropolitan Life, Lessee shall execute the SNDA without the unacceptable modifications.
Further, within 60 days after the execution of this Lease, Lessor shall use its commercially
reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing
Security Device which is secured by the Premises. In the event that Lessor is unable to provide
the Non Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s option, directly
contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance
Agreement.



     30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without
the execution of any further documents; provided, however, that, upon written request from Lessor
or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor
shall execute such further writings as may be reasonably required to separately document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.


31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises
whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party
(as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to
reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate
suit, whether or not such action or proceeding is pursued to decision or judgment. The term,
“Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains
or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or
the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award
shall not be computed in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to
attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default
and consultations in connection therewith, whether or not a legal action





 









 







is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable
minimum per occurrence for such services and consultation).



32. Lessors Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to
enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for
the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such
alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or
desirable and the erecting, using and maintaining of utilities, services, pipes and conduits
through the Premises and/or other premises as long as there is no material adverse effect to
Lessee’s use of the Premises. All such activities shall be without abatement of rent or liability
to Lessee. Lessor may at any time place on the Premises any ordinary “For Sale” signs and Lessor
may during the last 6 months of the term hereof place on the Premises any ordinary “For Lease”
signs. In addition, Lessor shall have the right to retain keys to the Premises and to unlock all
doors in or upon the Premises other than to files, vaults and safes, and in the case of emergency
to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed a
forcible or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges
for damages or injuries or interference with Lessee’s property or business in connection therewith.



33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises
without Lessor’s prior written consent. Lessor shall not be obligated to exercise any standard of
reasonableness in determining whether to permit an auction.



34. Signs. Lessee shall not place any sign upon the Project without Lessor’s prior written
consent. Lessor shall provide Lessee in the Building, directory at Lessor’s expense. Lessor will
provide monument sign designed by Samuelson and Fetter, not to exceed $10,000.



35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary
or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a
termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all
existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the
contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s
election to have such event constitute the termination of such interest.



36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party
is required to an act by or for the other Party, such consent shall not be unreasonably withheld or
delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’,
attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response
to, a request by Lessee for any Lessor consent, including but not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee
upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act,
assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee
of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such
consent. The failure to specify herein any particular condition to Lessor’s consent shall not
preclude the imposition by Lessor at the time of consent of such further or other conditions as are
then reasonable with reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made by the other hereunder and reasonably
requests the reasons for such determination, the determining party shall furnish its reasons in
writing and in reasonable detail within 10 business days following such request.



37. Guarantor.




     37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most
recently published by the AIR Commercial Real Estate Association.



     37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses,
upon request to provide; (a) evidence of the execution of the guaranty, including the authority of
the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its board of directors authorizing the making of
such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written
confirmation that the guaranty is still in effect.


38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the
covenants, conditions and provisions on Lessee’s part to be observed and performed under this
Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.



39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall
apply.




     39.1 Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease
or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first
refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to
purchase or the right of first refusal to purchase the Premises or other property of Lessor.



     39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is
personal to the original Lessee, and cannot be assigned or exercised by anyone other than said
original Lessee and only while the original Lessee is in full possession of the Premises and, if
requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.




 












 





     39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew
this Lease, a later Option cannot be exercised unless the prior Options have been validly
exercised.



     39.4 Effect of Default on Options.



          (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with
the giving of any notice of Default and continuing until said Default is cured. , (ii) during the
period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii)
during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given
3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month
period immediately preceding the exercise of the Option.



          (b) The period of time within which an Option may be exercised shall not be extended or
enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of
Paragraph 39.4(a).



          (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s
due and timely exercise of the Option, if, after such exercise and prior to the commencement of the
extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days
after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
Lessee commits a Breach of this Lease.


40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does
not include the cost of guard service or other security measures, and that Lessor shall have no
obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the
Premises, Lessee, its agents and invitees and their property from the acts of third parties. In
the event, however, that Lessor should elect to provide security services, then the cost thereof
shall be an Operating Expense.



41. Reservations.




          (a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such
easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of
parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such
easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably
interfere with the use of the Premises by Lessee. Lessor may also, change the name, address or
title of the Building or Project upon at least 90 days prior written notice; provide and install,
at Lessee’s expense, Building standard graphics on the door of the Premises and such portions of
the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive
right to conduct any business as long as such exclusive right does not conflict with any rights
expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the Building or the Project or on pole signs in
the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate
such rights. The obstruction of Lessee’s view, air, or light by any structure erected in the
vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or
impose any liability upon Lessor.



          (b) Lessor also reserves the right to move Lessee to other space of comparable size in the
Building or Project. Lessor must provide at least 45 days prior written notice of such move, and
the new space must contain improvements of comparable quality to those contained within the
Premises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to
such relocation, including the expenses of moving and necessary stationary revision costs. In no
event, however, shall Lessor be required to pay an amount in excess of two months Base Rent.
Lessee may not be relocated more than once during the term of this Lease.



          (c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or
Project or their name(s) in connection with Lessee’s business; or (ii) suffer or permit anyone,
except in emergency, to go upon the roof of the Building.


42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one Party to the other under the provisions hereof, the Party against whom the
obligation to pay the money is asserted shall have the right to make payment “under protest” and
such payment shall not be regarded as a voluntary payment and there shall survive the right on the
part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there
was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party
shall be entitled to recover such sum or so much thereof as it was not legally required to pay.



43. Authority.




          (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or
similar entity, each individual executing this Lease on behalf of such entity represents and
warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each
party shall, within 30 days after request, deliver to the other party satisfactory evidence of such
authority.



          (b) If this Lease is executed by more than one person or entity as “Lessee”, each such person
or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named
Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary
thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named
Lessees had executed such document.


44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or
handwritten provisions shall be controlled by the typewritten or handwritten provisions.



45. Offer. Preparation of this Lease by either party or their agent and submission of same to the
other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended
to be binding until executed and delivered by all Parties hereto.






 









 







46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at
the time of the modification. As long as they do not materially change Lessee’s obligations
hereunder, Lessee agrees to make such reasonable nonmonetary modifications to this Lease as may be
reasonably required by a Lender in connection with the obtaining of normal financing or refinancing
of the Premises.



47. Multiple Parties. If more than one person or entity is named herein as either Lessor or
Lessee, such multiple Parties shall have joint and several responsibility to comply with the terms
of this Lease.



48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.



49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the
Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease o is þ is
not attached to this Lease.



50. Americans with Disabilities Act.  In the event that as a result of Lessee’s use, or intended
use, of the Premises the Americans with Disabilities Act or any similar law requires modifications
or the construction or installation of improvements in or to the Premises, Building, Project and/or
Common Areas, the Parties agree that such modifications, construction or improvements shall be made
at: o Lessor’s expense o Lessee’s expense. Lessor shall be responsible for all code requirements for
Lessee’s existing and future use, unless Lessee’s future use is different from the current use or
any modifications Lessee shall make to space after occupancy, not consistent with office or call
center usage. Notwithstanding anything to the contrary herein, Lessee shall not be responsible for
capital expenses necessary to bring the Premises, Building, Project and/or Common Areas into
compliance with the ADA or any state or federal statutes. Such changes will be at the sole cost of
Lessor.




	 	 	 	 	 	 	 	 	 
	51.

	 	Rent.
	 	Months 01 — 24
	 	$1.90 MG
	 	 
	 

	 	 	 	Months 25 — 48
	 	$2.11 MG	 	 
	 

	 	 	 	Months 49 — 72
	 	$2.23 MG	 	 
	 

	 	 	 	Months 73 — 84
	 	$2.35 MG	 	 





52. First Right to Lease. Provided Lessee is not in default, Lessee shall have the first right to
Lease all or a portion of the remainder of the 2nd floor, which first right shall be ongoing each
time space on the 2nd floor is available (subject to other Tenant’s rights) under the same terms
and conditions of the Lease Agreement. Lessee shall give Lessor written notice of its intent to
Lease all or a portion of the remainder of the 2nd floor each time space is available. Lessee’s
right to lease shall not be extinguished if Lessee fails to exercise it the first time that space
becomes available, but shall recur each time space becomes available on the 2nd floor. If Lessee
exercises its first right, this Lease shall be amended to add such first right space to the
Premises at the rate Lessee is presently paying at the time.



53. Lessor’s Work/Tenant Improvement Allowance. Tenant improvements shall be performed by Lessor’s
contractors per the attached Work Letter.



54. DDA Conforming Provision. Lessee herein covenants by and for itself that this Lease is made
and accepted upon and subject to the following conditions:




     “There shall be no discrimination against or segregation of any person or group of persons
contrary to the terms of applicable law on account of race, color, creed, religion, sex, marital
status, physical or mental disability or medical condition, ancestry or national origin in the
leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein
leased nor shall Lessee establish or permit any such practice or practices or discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, sublessees, subtenants or vendors in the Premises herein leased. Lessee shall incorporate
the terms of this paragraph in each lease, sublease, assignment or occupancy agreement executed by
Lessee for all or a portion of the Premises.”



     Lessor warrants and represents that there is nothing in the DDA which would prohibit its
intended use of the Premises as a call center.


55. Telecommunications — Right to Install Satellite Dish. Lessee shall have the right to install,
in accordance with plans approved by Lessor or Lessor’s rooftop manager, at Lessee’s sole cost and
expense, one






 









 







(1) satellite dish, and related telecommunications equipment (collectively, the “Telecommunications
Equipment”) upon the roof of the Project in a location designated by Lessor. The
Telecommunications Equipment shall be only for Lessee’s use in connection with the conduct of
business in the Premises.



56. Lobby Entrance to Building. Lessor shall, at Lessor’s sole expense, remove present lobby
reception area, add sculptured carpet inset, add new lobby furnishings and replace wall covering
with Venetian plaster. All to be completed no later than the Commencement Date.



LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED
HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE
PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO
THE PREMISES.



ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:



1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.



2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND
OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE
PREMISES FOR LESSEE’S INTENDED USE.



WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE
LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE
LOCATED.



The parties hereto have executed this Lease at the place and on the dates specified above their
respective signatures.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Executed at: 	Monrovia, CA	 	 	 	Executed at: 	 	Monrovia, CA	 	 
	 

	 	 	 	 	 
	 	 	 	 	 	 

	 	 
	On:

	 	 	 	 	 	 	 	On:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 
	By LESSOR:	 	 	 	By LESSEE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	FOOTHILL TECHNOLOGY CENTER LLC	 	 	 	NEXT ESTATE COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Blaine P. Fetter
 

	 	 
	 	By:
	 	/s/ Steven Streit
 

	 	 
	 	 	Name Printed: Blaine P. Fetter	 	 	 	 	 	Name Printed: Steven Streit	 	 
	 	 	Title: Member	 	 	 	 	 	Title: CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name Printed: 	 	 	 	 	Name Printed:	 
	 

	 	 	 	 

	 	 
	 	 	 	 	 	 

	 	 
	 	 	Title:

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	Address: 602 E. Huntington Drive, Ste. D

	 	Address: 1333 S. Mayflower Ave., 2nd Floor
	Monrovia, CA 91016

	 	Monrovia, CA 91016
	 
	Telephone: (626) 305-5530
	 	Telephone: (626) 775-3410
	Facsimile: (626) 305-5541
	 	Facsimile: (626) 775-3704






	 	 	 	 	 	 	 	 	 	 	 
	Federal ID No.

	 	 	 	 	Federal ID No. 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	LESSOR:	 	 	 	 	 	LESSEE:
	BROKER:	 	 	 	 	 	BROKER:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	COLLIERS SEELEY INTERNATIONAL, INC.
	 
	 	 	 	 	 	 	 	 
	Attn:
	 	 	 	 	 	 	 	Attn: Shadd G. Walker
	 

	 	 	 	 
	Address:

	 	 	 	 	 	 	 	Address: 444 S. Flower Street, Ste. 2200
	 

	 

	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Los Angeles, CA 90071
	Telephone:	(   )	 	 	 	 	Telephone: (213) 627-1214
	 

	 	 

	 	 	 	 
	Facsimile:	(   )	 	 	 	 	Facsimile: (213) 627-2700
	 

	 	 

	 	 	 	 





These forms are often modified to meet changing requirements of law and needs of the industry.
Always write or call to make sure you are utilizing the most current form: AIR Commercial Real
Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.




©Copyright 1999-By AIR Commercial Real Estate Association.

All rights reserved.

No part of these works may be reproduced in any form without permission in writing.









 









 













EXHIBIT “A”









 









 













RULES AND REGULATIONS FOR

STANDARD OFFICE LEASE



Dated: June 7, 2005



By and Between  FOOTHILL TECHNOLOGY CENTER LLC and NEXT ESTATE COMMUNICATIONS, INC.




GENERAL RULES




     1. Lessee shall not suffer or permit the obstruction of any Common Areas, including
driveways, walkways and stairways.



     2. Lessor reserves the right to refuse access to any persons Lessor in good faith judges to be
a threat to the safety and reputation of the Project and its occupants.



     3. Lessee shall not make or permit any noise or odors that annoy or interfere with other
lessees or persons having business within the Project.



     4. Lessee shall not keep animals or birds within the Project, and shall not bring bicycles,
motorcycles or other vehicles into areas not designated as authorized for same.



     5. Lessee shall not make, suffer or permit litter except in appropriate receptacles for that
purpose.



     6. Lessee shall not alter any lock or install new or additional locks or bolts.



     7. Lessee shall be responsible for the inappropriate use of any toilet rooms, plumbing or
other utilities. No foreign substances of any kind are to be inserted therein.



     8. Lessee shall not deface the walls, partitions or other surfaces of the Premises or Project.



     9. Lessee shall not suffer or permit anything in or around the Premises or Building that
causes excessive vibration or floor loading in any part of the Project.



     10. Furniture, significant freight and equipment shall be moved into or out of the building
only with the Lessor’s knowledge and consent, and subject to such reasonable limitations,
techniques and timing, as may be designated by Lessor. Lessee shall be responsible for any damage
to the Office Building Project arising from any such activity.



     11. Lessee shall not employ any service or contractor for services or work to be performed in
the Building, except as approved by Lessor.



     12. Lessor reserves the right to close and lock the Building on Saturdays, Sundays and
Building Holidays, and on other days between the hours of 6:30 P.M. and 7:00 A.M. of the following
day. If Lessee uses the Premises during such periods, Lessee shall be responsible for securely
locking any doors it may have opened for entry.



     13. Lessee shall return all keys at the termination of its tenancy and shall be responsible
for the cost of replacing any keys that are lost.



     14. No window coverings, shades or awnings shall be installed or used by Lessee.



     15. No Lessee, employee or invitee shall go upon the roof of the Building.



     16. Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in
areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking areas.



     17. Lessee shall not use any method of heating or air conditioning other than as provided by
Lessor.



     18. Lessee shall not install, maintain or operate any vending machines upon the Premises
without Lessor’s written consent.



     19. The Premises shall not be used for lodging or manufacturing, cooking or food preparation.



     20. Lessee shall comply with all safety, fire protection and evacuation regulations
established by Lessor or any applicable governmental agency.



     21. Lessor reserves the right to waive anyone of these rules or regulations, and/or as to any
particular Lessee, and any such waiver shall-not constitute a waiver of any other rule or
regulation or any subsequent application thereof to such Lessee.



     22. Lessee assumes all risks from theft or vandalism and agrees to keep its Premises locked as
may be required.



 









 





     23. Lessor reserves the right to make such other reasonable rules C!nd regulations as it may
from time to time deem necessary for the appropriate operation and safety of the Project and its
occupants. Lessee agrees to abide by these and such rules and regulations.



PARKING RULES




     1. Parking areas shall be used only for parking by vehicles no longer than full size,
passenger automobiles herein called “Permitted Size Vehicles.” Vehicles other than Permitted Size
Vehicles are herein referred to as “Oversized Vehicles.”



     2. Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or
Lessee’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked
in areas other than those designated by Lessor for such activities.



     3. Parking stickers or identification device shall be the property of Lessor and be returned
to Lessor by the holder thereof upon termination of the holder’s parking privileges. Lessee will
pay such replacement charge as is reasonably established by Lessor for the loss of such devices.



     4. Lessor reserves the right to refuse the sale of monthly identification devices to any
person or entity that willfully refuses to comply with the applicable rules, regulations, laws
and/or agreements.



     5. Lessor reserves the right to relocate all or a part of parking spaces from floor to floor,
within one floor, and/or to reasonably adjacent offsite location(s), and to reasonably allocate
them between compact and standard size spaces, as long as the same complies with applicable laws,
ordinances and regulations.



     6. Users of the parking area will obey all posted signs and park only in the areas designated
for vehicle parking.



     7. Unless otherwise instructed, every person using the parking area is required to park and
lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to persons
or loss of property, all of which risks are assumed by the party using the parking area.



     8. Validation, if established, will be permissible only by such method or methods as Lessor
and/or its licensee may establish at rates generally applicable to visitor parking.



     9. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common
Areas is prohibited.



     10. Lessee shall be responsible for seeing that all of its employees, agents and invitees
comply with the applicable parking rules, regulations, laws and agreements.



     11. Lessor reserves the right to modify these rules and/or adopt such other reasonable and
non-discriminatory rules and regulations as it may deem necessary for the proper operation of the
parking area.



     12. Such parking use as is herein provided is intended merely as a license only and no
bailment is intended or shall be created hereby.




 











 







WORK LETTER TO STANDARD OFFICE LEASE



Dated: July 8, 2005



By and between: FOOTHILL TECHNOLOGY CENTER LLC and NEXT ESTATE COMMUNICATIONS, INC.
Lessor will construct as a “build to suit” subject to specifications included in work letter, but
no change orders
shall be included. The Premises shall be constructed in accordance with Lessor’s Standard
Improvements, as follows:



1.
Partitions/paint


Floor plan to be built out as shown on drawing dated 5/3/05 (copy attached). All walls to be
built to drop ceiling height and insulated. Entire space will be repainted. Paint colors to be
selected by Next Estate with up to two (2) accent colors.



2. Fire Life Safety Wall Surfaces


All necessary modifications will be done to meet fire code.



3.
Cabinets Draperies



Cabinets for break room.



4. Carpeting/Flooring VCT



Computer room will use existing raised floor. Break room will have new standard Armstrong VCT
installed. Remaining space will be carpeted with new carpet selected by Next Estate, not to exceed
budget amount.



5. Doors



All Interior doors will be standard 8 foot. Doors will be painted gray to match theme of
building. New offices will have keyed locks and remaining new rooms will have standard passage
levers. Existing offices/rooms taken as is.



6. Electrical and Telephone Outlets



New office will have two (2) electrical and one (1) phone/data outlet per room. New Training
Room and Board Room will have four (4) electrical and two (2) phone/data outlets. Break room will
have three (3) dedicated outlets and two (2) normal electrical outlets— All rooms will have
individual light switches(s). Existing offices will each have building standard outlets. Power
poles or connection for cubicles has not been included in budget price. Power poles plus
installation cost approximately $225 per pole.



7. Ceiling


Existing ceiling grid to be used. Grid will be patched and repaired as needed with same or
similar grid. Some areas will be completed replaced so grid will all flow in same direction.
Ceiling tiles will be replaced in entire space with Armstrong tile.



8. Lighting



Lighting to be reconfigured to meet building standard. Each new office will have three (3) 2x2
or two (2) 2x4 light fixtures. Existing offices taken as is. Some additional light fixtures are
available if Next Estate needs some additional light in certain areas.






 









 







9.
Heating and Air Conditioning Ducts



HVAC to be reconfigured to meet building standards. Minimum of one (1) supply and one (1)
return per individual room. Supplies and returns will be relocated and/or installed in open areas
as needed per our HVAC contractor’s advice. HVAC does not include addition of any HVAC units.



10. Architectural Fees Sound Proofing



Budgeted amount for architectural fees.



11. Plumbing



Sink with water heater will be provided in break room.



12. Entrance Doors



13. Demo/Laborers




     Demo to follow floor plan dated 5/3/05. Laborers for any miscellaneous task that surfaces.
Budget number includes construction clean up.


14. Completion of Improvements



Lessor shall construct and complete improvements to the Premises in accordance with the plans and
specifications prepared by Richard Chan associates, dated May 3, 2005.



14. Preparation of Plans and Specifications




     Within ___days after the date of this Lease Lessor shall prepare at its
cost and deliver to Lessee for its approval ___copies of preliminary plans and
specifications for the completion of the Premises, which plans and specifications shall itemize the
work to be done by each party, including a cost estimate of any work required of Lessor in excess
of Lessor’s Standard Improvements. Lessee shall approve said preliminary plans and specifications
and preliminary cost estimate or specify with particularity its objection thereto within
___days following receipt thereof. Failure to so approve or disapprove within said
period of time shall constitute approval thereof. If Lessee shall reject said preliminary plans
and specifications either partially or totally, and they cannot in good faith be modified within 10
days after such rejection to be acceptable to Lessor and Lessee, this Lease shall terminate and
neither party shall thereafter be obligated to the other party for any reason whatsoever having to
do with this Lease, except that Lessee shall be refunded any security deposit or prepaid rent. The
plans and specifications, when approved by Lessee, shall supersede any prior agreement concerning
the Improvement.


15. Construction.




     If Lessor’s cost of constructing the Improvements in the Premises exceeds the cost of Lessor’s
Standard Improvements, Lessee shall pay to Lessor in cash before the commencement of such
construction a sum equal to such excess.



     If the final plans and specifications are approved by Lessor and Lessee and Lessee pays Lessor
for such excess, then Lessor shall, at its sole cost and expense, construct the Improvements in
accordance with said approved final plans and specifications and all applicable rules, regulations,
laws or ordinances.


16. Completion.




     16.1 Lessor shall obtain a building permit to construct the Improvements as soon as possible.



     16.2 Lessor shall complete the construction of the Improvements as soon as reasonably possible
after the obtaining of necessary building permits.



     16.3 The term “Completion”, as used in this Work Letter, is hereby defined to mean the date
the building department of the municipality having jurisdiction of the Premises shall have made a
final inspection of the Improvements and authorized a final release of restrictions on the use of
public utilities in connection therewith and the same are in a broom-clean condition.



 









 





     16.4 Lessor shall use its best efforts to achieve Completion of the Improvements on or before
the Commencement Date set forth in the Lease or within 180 90 days after Lessor obtains the
building permit from the applicable building department, whichever is later.



     16.5 In the event that the Improvements or any portion thereof have not reached Completion by
the Commencement Date, this Lease shall not be invalid, but rather Lessor shall complete the same
as soon thereafter as is possible and Lessor shall not be liable to Lessee for damages in any
respect whatsoever.



     16.6 If Lessor shall be delayed at any time in the progress of the construction of the
Improvements or any portion thereof by extra work, changes in construction ordered by Lessee, or by
strikes, lockouts, fire, delay in transportation, unavoidable casualties, rain or weather
conditions, governmental procedures or delay, or by any other cause beyond Lessor’s control, then
the Commencement Date established in the Lease shall be extended by the period of such delay.


Notwithstanding anything to the contrary, if the Premises are not substantially completed prior to
October 15, 2005, Lessee may terminate this Lease upon thirty days written notice. If such
improvements are not substantially completed within such 30 day period, this Lease shall terminate.



17. Term




     Upon Completion of the Improvements as defined in paragraph 16.3 above, Lessor and Lessee
shall execute an amendment to the Lease setting forth the date that Lessor delivered possession of
the Premises to Lessee as the Commencement Date of this Lease.


17. 18. Work Done by Lessee.



Any work done by Lessee shall be done only with Lessors prior written consent and in conformity
with a valid building permit and all applicable rules, regulations, laws and ordinances, and be
done in a good and workmanlike manner of good and sufficient materials. All work shall be done
only with union labor and only by contractors reasonably approved by Lessor, it being understood
that all plumbing, mechanical, electrical wiring and ceiling work are to be done only by
contractors reasonably approved designated by Lessor.



18.
19. Taking of Possession of Premises.




     Lessor shall notify Lessee of the estimated Completion date at least 10 business days before
said date. Lessee shall thereafter have the right to enter the Premises to commence construction of
any Improvements Lessee is to construct and to equip and fixturize the Premises, as long as such
entry does not unreasonably interfere with Lessors work. Any entry by Lessee of the Premises under
this paragraph shall be under all of the terms and provisions of the Lease to which this Work
Letter is attached.


19.
20. Acceptance of Premises




     Lessee shall notify Lessor in writing of any items that Lessee deems incomplete or incorrect
in order for the Premises to be acceptable to Lessee within 10 business days following the date
that Lessor delivered possession of the Premises to Lessee. Lessee shall be deemed to have accepted
the Premises and approved construction if Lessee does not deliver such a list to Lessor within said
number of days.


20. If Lessor fails to fulfill its obligation to disburse of Improvement Allowance in accordance
with the terms of this paragraph within thirty (30) days following written notice from Lessee that
the same was not paid when due, Lessee may fund such amount and offset such amount against
Lessee’s obligation to pay Rent next due under this Lease.



Lessor agrees to bear any increased costs in the design or construction of the Improvements
directly resulting from any Hazardous Substances in the Project (provided such Hazardous Substances
are not introduced by Lessee) and shall reimburse to Lessee, in addition to and separate and apart
from the Improvement Allowance, any additional costs incurred by Lessee as a result of the presence
of Hazardous Substances in the Project.



If Lessee incurs increased designed or construction expenses because the “Base Building” (as that
term is defined below) is not in the Required condition (as specified below) on the deliver date,
Lessor shall bear any increased costs in the design and construction of the Lessee Improvements
resulting therefrom.



It is understood that Lessor, at it’s sole cost and expense, shall improve the building in
compliance with all applicable Government building codes, including, but not limited to, the
American’s with Disabilities Act of






 









 







1990 (ADA), necessary for Lessee to use the Premises for the Agreed Use. As part of such work,
Lessor shall provide the following at Lessor’s sole cost, which shall be in compliance with all
laws and in good working condition as of the date of delivery of the base building to Lessee by
Lessor (the “Required condition”):





	1.	 	Fire protection alarm and communication systems that may be required by the building code in
the core of the building.






	2.	 	Any Life Safety or Life support systems that may be required by the building code in the core
of the building.






	3.	 	7 watts per square foot.






	4.	 	Service to telephone backboard at 2nd floor main server room.






	5.	 	Demising walls and corridor walls as required by code, shall be completed by Lessor.






	6.	 	White boards in offices.






	7.	 	Projection screen in boardroom.




 









 













STANDARD OFFICE LEASE

CLEANING SPECIFICATIONS FLOOR PLAN



Property Address: 605 E. Huntington Drive, Ste. 205, Monrovia, CA



OFFICES & COMMON AREAS — DAILY (5 Days Per Week) Common areas may be cleaned more frequently at
Lessee’s expense, as mutually agreed by Lessor and Lessee.



Includes offices, restrooms, common hallways, lobbies, stairways, elevators & exterior entrances



Sweep and dust mop hard surface floors (resilient and composition) with treated dust mops to remove
litter and dust. Damp mop and spot mop to remove heavy dirt and spills.



Vacuum all carpeted areas and floor mats of the offices and common areas.



Remove water soluble spots such as coffee and soft drinks from carpet. Non water soluble spots will
be removed as soon as possible by supervisory personnel.



Dust cleared surfaces such as desks, telephone, chairs, table’s filing cabinets and other office
furniture.



Break Room & Kitchen Areas — Clean tabletops & chairs, vacuum carpet, sweep and mop floors, remove
trash and replace liners, refill dispensers, clean countertops, sinks and outside of refrigerators.



Dust and clean all office furniture, file cabinets, fixtures and windowsills. We do not touch any
documents left on the desks and will only clean desktops when desk is clear.



Return and arrange furniture to their correct positions.



Remove smudges and fingerprints from doors, walls, door frames, wall switches, kick plates and push
plates, desks and counters.



Empty all trash receptacles and replace liners and wash clean as necessary



Clean lobby door glass in and out and sweep the entryways, sidewalks and stairs leading into the
building. Empty the ashtrays and replace sand when necessary.



Clean and sanitize all water fountains and drinking fountains and clean and polish bright metal.



Clean open countertops



CLEANING SPECIFICATIONS CONTINUED:



Maintain carpeted stairways and handrails







 









 







WEEKLY MAINTENANCE



Dust low reach area such as chair rungs, windowsills, doorjambs, moldings and baseboards.



Vacuum carpeted stairways and clean handrails



Clean exit doors.



Dust all counters, shelves, and bookcases and file cabinets.



High dust picture frames, doorframes and window frames.



Detail vacuum all carpeted areas, under desks and along edges



Spot clean all interior glass.



MONTHLY MAINTENANCE



Perform dusting of high reach areas including door tops, doorframes, louvers and ceiling vents.



Dust Venetian blinds



FLOOR CARE SERVICES



Machine scrub and sanitize restroom floors monthly



Machine scrub and apply new floor finish all tile areas semi-annually.



Clean and spray buff quarterly all tile areas





			
	 	 	 
	_________INITIALS

©1999 — AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM OFG-1-9/99E






 









 








RECORDING REQUESTED

BY AND WHEN

RECORDED RETURN TO:




Edward M. Pollock, Esq.

Metropolitan Life Insurance Company

400 South El Camino Real, Suite 800

San Mateo, California 94402




SUBORDINATION,

NONDISTURBANCE

AND ATTORNMENT AGREEMENT




	 	 	 
	NOTICE:
	 	THIS SUBORDINATION,
NONDISTURBANCE AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.






DEFINED TERMS




Execution Date:




Beneficiary & Address:

Metropolitan Life Insurance Company, a New York corporation, and its affiliates

10 Park Avenue

Morristown, New Jersey 07962

Attn: Senior Vice President

          Real Estate Investments




with a copy to:




Metropolitan Life Insurance Company

333 South Hope Street, Suite 3650

Los Angeles, California 90071

Attention: Assistant Vice President

                    Real Estate Investments




Tenant & Address:




Landlord & Address:




Loan: A first mortgage loan in the original principal amount of $
from Beneficiary to Landlord.




 









 





Note: Promissory Note executed by Landlord in favor of Beneficiary in the amount of the Loan dated
as of




Deed of Trust: A Deed of Trust, Security Agreement and Fixture Filing dated as of
executed by Landlord, to            as Trustee, for the benefit of Beneficiary securing
repayment of the Note to be recorded in the records of the County in which the Property is
located.




Lease and Lease Date: The lease entered into by Landlord and Tenant dated as of
covering the Premises.

[Add amendments]




Property: [Property Name]

                  [Street Address 1]

                  [City, State, Zip]




The
Property is more particularly described on Exhibit A.




          THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is made by and
among Tenant, Landlord, and Beneficiary and affects the Property described in Exhibit A.
Certain terms used in this Agreement are defined in the Defined Terms. This Agreement is entered
into as of the Execution Date with reference to the following facts:




          A. Landlord and Tenant have entered into the Lease covering certain space in the improvements
located in and upon the Property (the “Premises”).




          B. Beneficiary has made or is making the Loan to Landlord evidenced by the Note. The Note is
secured, among other documents, by the Deed of Trust.




          C. Landlord, Tenant and Beneficiary all wish to subordinate the Lease to the lien of the Deed
of Trust.




          D. Tenant has requested that Beneficiary agree not to disturb Tenant’s rights in the Premises
pursuant to the Lease in the event Beneficiary forecloses the Deed of Trust, or acquires the
Property pursuant to the trustee’s power of sale contained in the Deed of Trust or receives a
transfer of the Property by a conveyance in lieu of foreclosure of the Property (collectively, a
“Foreclosure Sale”) but only if Tenant is not then in default under the Lease and Tenant attorns to
Beneficiary or a third party purchaser at the Foreclosure Sale (a
’,Foreclosure Purchaser”).




          NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the
parties agree as follows:




          1. Subordination. The Lease and the leasehold estate created by the Lease and all of
Tenant’s rights under the Lease are and shall remain subordinate to the Deed of Trust and the hen
of the Deed of Trust, to all rights of Beneficiary under the Deed of Trust and to all renewals,
amendments, modifications and extensions of the Deed of Trust.





 











 




          2. Acknowledgments by Tenant. Tenant agrees that: (a) Tenant has notice that the
Lease and the rent and all other sums due under the Lease have been or are to be assigned to
Beneficiary as security for the Loan. In the event that Beneficiary notifies Tenant of a default
under the Deed of Trust and requests Tenant to pay its rent and all other sums due under the Lease
to Beneficiary, Tenant shall pay such sums directly to Beneficiary or as Beneficiary’ may otherwise
request. (b) Tenant shall send a copy of any notice or statement under the Lease to Beneficiary at
the same time Tenant sends such notice or statement to Landlord. (c) This Agreement satisfies any
condition or requirement in the Lease relating to the granting of a nondisturbance agreement.


          3. Foreclosure and Sale. In the event of a Foreclosure Sale,




          (a) So long as Tenant complies with this Agreement and is not in default under any of
the provisions of the Lease, the Lease shall continue in full force and effect as a direct
lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of
Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result
of a Foreclosure Sale, a new lease shall automatically go into effect upon the same
provisions as contained in the Lease between Landlord and Tenant, except as set forth in
this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept
Beneficiary as landlord under the Lease and to be bound by and perform all of the
obligations imposed by the Lease, or, as the case may be, under the new lease, in the event
that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary’s acquisition of
title to the Property, Beneficiary will perform all of the obligations imposed on the
Landlord by the Lease except as set forth in this Agreement; provided, however, that
Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including
Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any
prior landlord (including Landlord); or (iii) bound by any rent or additional rent which
Tenant might have paid in advance to any prior landlord (including Landlord) for a period in
excess of one month or by any security deposit, cleaning deposit or other sum that Tenant
may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any
amendment, modification, assignment or termination of the Lease made without the written
consent of Beneficiary; (v) obligated or liable with respect to any representations,
warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other
party for any conflict between the provisions of the Lease and the provisions of any other
lease affecting the Property which is not entered into by Beneficiary.




          (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall
execute a lease of the Premises upon the same provisions as contained in the Lease between
Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the
Lease.




          (c) Notwithstanding any provisions of the Lease to the contrary, from and after the
date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i)
Beneficiary will not be obligated to expend any monies to restore casualty damage in excess
of available insurance proceeds; (ii) tenant shall not have the right to make repairs and
deduct the cost of such repairs from the rent without a judicial determination that
Beneficiary is in default of its obligations under the Lease; (iii) Beneficiary shall not be
required to grant nondisturbance to any subtenants of Tenant; (iv) in no event will
Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its
obligations under the Lease or where Beneficiary has been actively negligent in the
performance of its obligations as landlord; and (v) other than determination of fair market
value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and
Tenant agree to submit a particular dispute to arbitration.



 









 




          4. Subordination and Release of Purchase Options. Tenant represents that it has no
right or option of any nature to purchase the Property or any portion of the Property or any
interest in the Borrower. To the extent Tenant has or acquires any such right or option, these
rights or options are acknowledged to be subject and subordinate to the Mortgage and are waived and
released as to Beneficiary and any Foreclosure Purchaser.


          5. Acknowledgment by Landlord. In the event of a default under the Deed of Trust, at
the election of Beneficiary, Tenant shall and is directed to pay all rent and all other sums due
under the Lease to Beneficiary.


          6. Construction of Improvements. Beneficiary shall not have any obligation or incur
any liability with respect to the completion of the tenant improvements located in the Premises at
the commencement of the term of the Lease.


          7. Notice. All notices under this Agreement shall be deemed to have been properly
given if delivered by overnight courier service or mailed by United States certified mail, with
return receipt requested, postage prepaid to the party receiving the notice at its address set
forth in the Defined Terms (or at such other address as shall be given in writing by such party to
the other parties) and shall be deemed complete upon receipt or refusal of delivery.


          8. Miscellaneous. Beneficiary shall not be subject to any provision of the Lease that
is inconsistent with this Agreement. Nothing contained in this Agreement shall be construed to
derogate from or in any way impair or affect the lien or the provisions of the Deed of Trust. This
Agreement shall be governed by and construed in accordance with the laws of the State of in which
the Property is located.


          9. Liability and Successors and Assigns. In the event that Beneficiary acquires title
to the Premises or the Property, Beneficiary shall have no obligation nor incur any liability in an
amount in excess of $3,000,000 and Tenant’s recourse against Beneficiary shall in no extent exceed
the amount of $3,000,000. This Agreement shall run with the land and shall inure to the benefit of
the parties and, their respective successors and permitted assigns including a Foreclosure
Purchaser. If a Foreclosure Purchaser acquires the Property or if Beneficiary assigns or transfers
its interest in the Note and Deed of Trust or the Property, all obligations and liabilities of
Beneficiary under this Agreement shall terminate and be the responsibility of the Foreclosure
Purchaser or other party to whom Beneficiary’s interest is assigned or transferred. The interest
of Tenant under this Agreement may not be assigned or transferred except in connection with an
assignment of its interest in the Lease which has been consented to by Beneficiary.



 









 







          IN WITNESS WHEREOF, the parties have executed this Subordination, Nondisturbance and
Attornment Agreement as of the Execution Date.



IT IS RECOMMENDED THAT THE PARTIES CONSULT WITH THEM ATTORNEYS PRIOR TO THE EXECUTION OF THIS
SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT.




	 	 	 	 	 	 	 
	BENEFICIARY:	 	METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	TENANT:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	a	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LANDLORD:
	 	 	 	 	 	 
	 

	 	
a
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 	 	 





 









 






EXHIBIT A




PROPERTY DESCREDTION






 









 








State of   
                    




County of                    




On                     , 2004, before me,                                         , personally appeared
                     
                   ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed the
same in his/her authorized capacity, and that by his/her signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.




	 	 	 	 	 	 	 
	WITNESS my hand and official seal.	 	 	 	 
	 
	 	 	 	 	 	 
	Signature

	 	 	 	 
	 	( Seal)
	 

	 	 

	 	 
	 	 






 









 











STANDARD OFFICE LEASE

DESIGNATED PARKING SPACES ON SITE FLOOR PLAN



(29 including 3 handicap)




Property Address: 605 E. Huntington Dr., Monrovia (structure at 550 E. Huntington Dr.,
Monrovia)









 









 













STANDARD OFFICE LEASE

DESIGNATED PARKING SPACES 2ND FLOOR STRUCTURE (82) FLOOR PLAN




Property Address: 605 E. Huntington Dr., Monrovia (structure at 550 E. Huntington Dr.,
Monrovia)









 









 













STANDARD OFFICE LEASE

DESIGNATED PARKING SPACES IN FRONT OF STRUCTURE (37) FLOOR PLAN




Property Address: 605 E. Huntington Dr., Monrovia (structure at 550 E. Huntington Dr.,
Monrovia)









 









 













STANDARD OFFICE LEASE

EXHIBIT “A”

FLOOR PLAN




Property Address: 605 E. Huntington Dr., Monrovia (structure at 550 E. Huntington Dr.,
Monrovia)




Standard Method of Measurement




Criteria is as follows:





	1.	 	Building measurements are to outside face of wall.
	 
	2.	 	Core measurements are to tenant side of corridors and common areas.
	 
	3.	 	Total gross area includes overhangs at ground floor.
	 
	4.	 	Net building includes all overhangs.
	 
	5.	 	Common areas include interior lobby, corridors, restrooms, staircases, elevators and
mechanical/electrical/telecom rooms.
	 
	6.	 	Useable area — Net building area less common area.
	 
	7.	 	Exclusive use common areas are included in net building measurement.






 











 





FIRST AMENDMENT




OF



LEASE AGREEMENT



     THIS FIRST AMENDMENT TO LEASE AGREEMENT dated as of August 21, 2008 (this “Amendment”), is
entered into by and between FOOTHILL TECHNOLOGY CENTER LLC (“Lessor”) and GREEN DOT CORPORATION
(“Lessee”) with reference to the following:



RECITALS




     WHEREAS, Lessor and Lessee entered into that certain Standard Multi-Tenant Office Lease —
Modified Gross dated July 8, 2005 (the “Lease”), for the lease of certain premises located at 605
E. Huntington Drive, Monrovia, California (the “Premises”), as more particularly described in the
Lease.



     WHEREAS, Lessor and Lessee desire by this Amendment to amend the Lease in order to expand the
Premises to include the Expansion Premises (defined in Section 2, below) and to further amend,
modify and supplement the Lease as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by
this reference), for the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:



AGREEMENT




     1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates
otherwise, all references to the “Lease” in the Lease and in this Amendment shall hereinafter be
deemed to refer to the Lease, as amended hereby.



     2. EXPANSION PREMISES. As of the date Lessor delivers to Lessee the Expansion
Premises, the existing 38,191 square feet of leased premises shall be increased to include that
certain space located on the second floor of the Building, more particularly set forth in the space
plan attached hereto as Exhibit B (the “Space Plan”), containing approximately 6,036 square feet
(the “Expansion Premises”), bringing the total square footage of leased premises to 44,227 square
feet, and all references to the Premises shall thereafter refer to the Premises and the Expansion
Premises. This additional square footage office space is second floor office space that is
currently vacant. After the completion of the Tenant Improvements (defined in Paragraph 7, below),
the Expansion Premises shall be remeasured pursuant to Lessor’s Standard Method of Measurement (as
referenced in Exhibit A of the original lease), and all amounts, percentages and figures appearing
or referred to in the Lease and this Amendment, based upon such rentable area (including, without
limitation, the amount of the Base Rent and Security Deposit) shall be modified in accordance with
such determination.



1









 





     3. TERM. The Lease on the Expansion Premises shall commence on the date (the
“Expansion Commencement Date”) which is the later to occur of (i) the date Lessor delivers the
Expansion Premises to Lessee with the Tenant Improvements substantially complete (with the
exception of any punch list items), and (ii) October 1, 2008, and shall run concurrent with the
existing Lease.



     4. BASE RENT/LESSEE’S SHARE. Commencing with the Expansion Commencement Date and
continuing throughout the remainder of the Term, Lessee shall pay (i) Base Rent for the Expansion
Premises at the rental rates set forth in Paragraphs 1.5 and 51 of the Lease, and (ii) Lessee’s
Share of Operating Expense Increase in accordance with the terms and conditions of the Lease,
provided that Lessee’s Share with respect to the Expansion Premises shall be 4.4%.



     5. SECURITY DEPOSIT. Upon the Expansion Space Commencement Date, the Security Deposit
shall be increased by an amount equal to one month’s Base Rent for the Expansion Premises
($12,736.00).



     6. PARKING. Commencing September 1, 2008, and continuing throughout the remainder of
the Term, Lessee shall have exclusive use of an additional 17 reserved parking spaces free of
charge, bringing the total number of Lessee’s stalls to 165. (Please see attached parking
exhibit.)



     7. TENANT IMPROVEMENT ALLOWANCE. Lessor shall be responsible for the performance of
the work set forth in the Work Letter attached hereto as Exhibit A (“Tenant Improvements”) in
accordance with the Space Plan. Lessor shall provide up to $60,000 in tenant improvement funds
(the “Tenant Improvement Allowance”) in connection with the performance of the Tenant Improvements
with a total Tenant Improvement budget not to exceed $120,000. Within five (5) business days after
Lessor delivers written notice to Lessee of the total cost of the Tenant Improvements in excess of
the Tenant Improvement Allowance (the “Over-Allowance Amount”), Lessee shall deliver to Lessor an
amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be held by Lessor, but
not disbursed by Lessor until after the disbursement of any then-remaining portion of the Tenant
Improvement Allowance. Lessor shall refund any unused Over-Allowance Amount within thirty (30)
days after the final completion of the Tenant Improvements. The Expansion Premises shall be
delivered with the Tenant Improvements substantially complete (with the exception of any punch list
items) no later than two months after Lessee removes the furniture from the construction area as
highlighted on attached floor plan. This timeline is contingent upon Lessor receiving reasonable
cooperation from Lessee with regards to access to existing tenant suites. Notwithstanding anything
to the contrary set forth in the Lease, in no event shall Lessee be obligated to remove any of the
Tenant Improvements upon the expiration or earlier termination of the Lease. Provided that Lessee
and its agents do not interfere with the performance of the Tenant Improvements, Lessee shall be
allowed access to the Expansion Premises prior to the Expansion Premises Commencement Date for the
purpose of installing equipment or fixtures in the Expansion Premises. Lessor shall do their best
to minimize interference with Lessee’s business operations; however, any interruption or delay in
construction caused by Lessee will extend the completion date and may affect construction costs.



2









 





     8. BROKER REPRESENTATION. Lessor and Lessee hereby warrant to each other that they
have had no dealings with any real estate broker or agent in connection with the negotiation of
this Amendment, excepting only Colliers International and Shadd Walker with 4% commission, which
represents Lessee exclusively, and that they know of no other real estate broker or agent who is
entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend
the other party against and hold the other party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable
attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be
owing on account of any dealings with any real estate broker or agent, other than the brokers
referenced in this Section 8, occurring by, through, or under the indemnifying party.



     The parties hereby agree that each and every other provision of said Lease is hereby confirmed
and shall remain in full force and effect until the termination of said Lease unless modified by
the parties in writing.


Executed at Monrovia, CA on August 21, 2008




	 	 	 	 	 
	 	LESSOR:

 	 
	 	/s/ Blaine P. Fetter
 	 
	 	FOOTHILL TECHNOLOGY CENTER LLC 	 
	 


Executed at Monrovia, CA on August 19, 2008




	 	 	 	 	 
	 	LESSEE:

 	 
	 	/s/ Steven W. Streit
 	 
	 	GREEN DOT CORPORATION 	 
	 




3









 





EXHIBIT A

WORK LETTER

GREEN DOT

8-07-08




1) PARTITIONS/PAINT



Floor plan to be built out as shown on drawing dated 7/24/08 (copy attached). All walls to be
built to drop ceiling height and insulated. All new or patched walls to be painted. Paint colors
to be selected by Green Dot with up to two (2) accent colors.




2) FIRE LIFE SAFETY



All necessary modifications will be done to meet fire code.




3) CARPETING/VCT



Executive area will use existing carpet. However, carpet will be removed from CEO’s office and
reused for patching where needed. CEO’s office will have new “above” standard carpet installed.
We will provide several options for Green Dot to choose from.



Newly acquired space will have new carpet installed, to match existing carpet in the majority of
Green Dot’s space (Cambridge Viewpoint VPT08). Although the same make, the new carpet in the open
office areas may slightly differ from the carpet in the new offices due to two (2) separate carpet
runs. Differences will be minimal, if noticeable at all.




4) DOORS/DOOR HARDWARE



All interior doors will be solid core, paint-grade, wood doors. Interior doors will be painted
black to match existing doors. Doors leading into common area are to remain. New offices will
have keyed locks. Existing offices/rooms taken as is.




5) ELECTRICAL & TELEPHONE OUTLETS



New offices will have two (2) 110v electrical and one (1) phone/data outlet per room. New lunch
room will have three (3) 110v dedicated outlets and two (2) 110v normal electrical outlets. Along
outside of new offices, Landlord will provide one (1) 110v electrical outlet per 2,000 sq ft and
one (1) telephone/data outlet per 3,000 square feet. Green Dot to select location of outlets. All
new offices will have individual light switches. Existing offices taken as is. Power poles or
connection for cubicles has not been included in budget price and will be tenant’s responsibility.




6) PHONE/DATA CABLING



Phone and data cabling is not included in budget and will be tenant’s responsibility.




7) CEILING



Existing ceiling grid to be used where ever possible. Grid will be patched and repaired as needed
with same or similar grid. Some areas may need to be completely replaced so grid will flow in same
direction. Ceiling tiles will be replaced where needed with Armstrong standard tile to match
existing.




8) LIGHTING



Lighting to be configured to meet building standard.




 









 





9) HEATING AND AIR CONDITIONING



HVAC to be reconfigured to meet building standards. Minimum of one (1) supply and one (1) return
per individual room. Supplies and returns will be relocated and/or installed in open areas as
needed per our HVAC contractor’s recommendation. HVAC does not include addition of any HVAC units.




10) CABINETS



Building standard upper and lower cabinets will be provided in lunch room. Cabinet length shall
not exceed 6 feet.




11) PLUMBING



Sink with water heater will be provided in lunch room.




12) WINDOW COVERINGS



Window coverings taken as is. If there is enough money left over from the budget at the end of the
construction, and with Green Dot’s direction, we will hire a window covering contractor to either
install new or repair existing blinds.




13) DEMO/LABORERS



Demo to follow floor plan dated 6/25/08. Laborers will be used for any miscellaneous tasks that
surface. Budget includes construction clean up.




14) SECURITY



Tenant’s responsibility.




 









 










 









 










 









 










 









 





SECOND AMENDMENT




OF



LEASE AGREEMENT



     THIS SECOND AMENDMENT OF LEASE AGREEMENT dated July 30, 2009 (this “Second Amendment”), is
entered into by and between FOOTHILL TECHNOLOGY CENTER LLC (“Lessor”) and GREEN DOT CORPORATION
(“Lessee”) with reference to the following:



RECITALS




     WHEREAS, Lessor and Lessee entered into that certain Standard Multi-Tenant Office Lease –
Modified Gross dated July 8, 2005 and modified by the First Amendment of Lease Agreement dated
August 21, 2009 (as amended, the “Lease”), for the lease of certain premises located at 605 E.
Huntington Drive, Monrovia, California (the “Premises”), as more particularly described in the
Lease.



     WHEREAS, Lessor and Lessee desire by this Second Amendment to amend the Lease in order to
expand the Premises to include the Second Expansion Premises (defined in Section 2, below) and to
further amend, modify and supplement the Lease as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by
this reference), for the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:



AGREEMENT




     1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates otherwise, all references to the “Lease” in the Lease and in this Second Amendment shall
hereinafter be deemed to refer to the Lease, as amended hereby.




     2. SECOND EXPANSION PREMISES. As of the date Lessor delivers to Lessee the Second
Expansion Premises, the existing 44,227 square feet of leased premises shall be increased to
include that certain space located on the second floor of the Building, more particularly set forth
in the space plan attached hereto as Exhibit B (the “Space Plan”), containing approximately 4,791
square feet (the “Second Expansion Premises”), bringing the total square footage of leased premises
to 49,018 square feet, and all references to the Premises shall thereafter refer to the Premises
and the Second Expansion Premises. This additional square footage office space is second floor
office space that is currently vacant. After the completion of the Tenant Improvements (defined in
Paragraph 7, below), the Second Expansion Premises shall be re-measured pursuant to Lessor’s
Standard Method of Measurement (as referenced in Exhibit A of the original lease), and all amounts,
percentages and figures appearing or referred to in the Lease and this Second Amendment, based upon
such rentable area (including, without limitation,


 









 




 the amount of the Base Rent and Security
Deposit) shall be modified in accordance with such determination.



     3. TERM. The Lease on the Second Expansion Premises shall commence on the date (the
“Second Expansion Commencement Date”) which is the later to occur of (i) the date Lessor delivers
the Second Expansion Premises to Lessee with the Tenant Improvements substantially complete (with
the exception of any punch list items), or (ii) September 15, 2009, and shall run concurrent with
the existing Lease.



     4. BASE RENT/LESSEE’S SHARE. Commencing with the Second Expansion Commencement Date
and continuing throughout the remainder of the Term, Lessee shall pay (i) Base Rent for the Second
Expansion Premises at the rental rates set forth in Paragraphs 1.5 and 51 of the Lease, and (ii)
Lessee’s Share of Operating Expense Increase in accordance with the terms and conditions of the
Lease, provided that Lessee’s Share with respect to the Second Expansion Premises shall be 3.5%.



     5. SECURITY DEPOSIT. Upon the execution of the Second Amendment of Lease Agreement,
the Security Deposit shall be increased by an amount equal to one month’s Base Rent for the Second
Expansion Premises ($10,109.00).



     6. PARKING. Commencing thirty (30) days after the execution of the Second Amendment
of Lease Agreement, and continuing throughout the remainder of the Term, Lessee shall have
exclusive use of an additional 14 reserved parking spaces free of charge, bringing the total number
of Lessee’s stalls to 179. (Please see attached parking exhibit.)



     7. TENANT IMPROVEMENT ALLOWANCE. Lessor shall be responsible for the performance of
the work set forth in the Work Letter attached hereto as Exhibit A (“Tenant Improvements”) in
accordance with the Space Plan. Lessor shall provide up to $75,000 in tenant improvement funds (the
“Tenant Improvement Allowance”) in connection with the performance of the Tenant Improvements with
a total Tenant Improvement budget not to exceed $115,000. Within five (5) business days after
Lessor delivers written notice to Lessee of the total cost of the Tenant Improvements in excess of
the Tenant Improvement Allowance (the “Over-Allowance Amount”), Lessee shall deliver to Lessor an amount equal to the Over-Allowance Amount. The
Over-Allowance Amount shall be held by Lessor, but not disbursed by Lessor until after the
disbursement of any then-remaining portion of the Tenant Improvement Allowance. Lessor shall refund
any unused Over-Allowance Amount within thirty (30) days after the final completion of the Tenant
Improvement Allowance. Construction demolition will start within seven (7) business days after the
execution of the Second Amendment. Lessor will provide Lessee with carpet, paint, and cabinet
samples within two (2) business days after said execution date. Lessee is responsible for giving
Lessor their carpet, paint, and cabinet color selections within seven (7) business days after the
start of construction demolition. The Expansion Premises shall be delivered with the Tenant
Improvements substantially complete (with the exception of any punch list items) no later than two
months after the execution of the Second Amendment. This timeline is contingent upon Lessor
receiving reasonable cooperation from Lessee with regards to access to existing tenant suites and
Lessee providing Lessor with carpet, paint, and cabinet color selections within said timeframe.
Notwithstanding anything to the contrary set forth in the Lease, in no event shall Lessee be
obligated to remove any of the Tenant Improvements upon the



 









 




expiration or earlier termination of
the Lease. Lessee shall be responsible for all computer cabling, furniture installation, and data
connections to furniture. Provided Lessee and its agents do not interfere with the performance of
the Tenant Improvements, Lessee shall be allowed access to the Second Expansion Premises prior to
the Second Expansion Commencement Date for the purpose of installing equipment or fixtures. Lessor
shall do their best to minimize interference with Lessee’s business operations; however, any
interruption or delay in construction caused by Lessee will affect the substantial completion date.
(Substantial Completion Date = date Lessor delivers the Second Expansion Premises to Lessee minus
the number of days of Lessee-related delays.)






 




			
	*	 	City Spaces has failed to include the HVAC plumbing in the Space Plan. The current plumbing
cannot be removed and will be furred out. Based on Lessor’s measurements, plumbing in located in
the walkway between northern offices and cubicles. Cubicle(s) must be removed in order to provide a
walkway.





     8. BROKER REPRESENTATION. Lessor and Lessee hereby warrant to each other that they
have had no dealings with any real estate broker or agent in connection with the negotiation of
this Second Amendment, excepting only Colliers International and Shadd Walker with 4% commission,
which represents Lessee exclusively, and that they know of no other real estate broker or agent who
is entitled to a commission in connection with this Lease. Each party agrees to indemnify and
defend the other party against and hold the other party harmless from any and all claims, demands,
losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation
reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation
alleged to be owing on account of any dealings with any real estate broker or agent, other than the
brokers referenced in this Section 8, occurring by, through, or under the indemnifying party.



     The parties hereby agree that each and every other provision of said Lease is hereby confirmed
and shall remain in full force and effect until the termination of said Lease unless modified by
the parties in writing.


Executed at Monrovia, Ca on August 5, 2009










	 	 	 	 	 
	 	LESSOR:

 	 
	 	/s/ Blaine P. Fetter
 	 
	 	FOOTHILL TECHNOLOGY CENTER LLC 	 
	 


Executed at Monrovia, Ca on July 30, 2009




	 	 	 	 	 
	 	LESSEE:

 	 
	 	/s/ Steven W. Streit
 	 
	 	GREEN DOT CORPORATION 	 
	 	By:  	                                              Steven W. Streit, CEO
 	 
	 	 	 	 
	 	 	 	 
	 




 









 










 









 





EXHIBIT A

WORK LETTER

GREEN DOT

7-27-09




1) PARTITIONS/PAINT



Floor plan to be built out as shown on attached drawing. All walls to be built to drop ceiling
height and insulated. The entire suite will be repainted. Paint colors to be selected by Green Dot
with up to two (2) accent colors. All walls are to be drywall over metal stud. Wall texture will
match existing walls. Glass walls are not included in the scope of work. Green Dot will be
responsible for the cost of the glass walls, if they choose to go that route. Green Dot must notify
landlord immediately, if they would like landlord to proceed with the glass walls. Also, Green Dot
must sign off on the proposal to do the glass walls within three (3) business days of receiving the
proposal.




2) FIRE LIFE SAFETY



All necessary modifications will be done to meet fire code.




3) CARPETING/VCT



Newly acquired space will have new carpet installed, to match existing carpet in the majority of
Green Dot’s space (Cambridge Viewpoint VPT08). Although the same make, the new carpet may slightly
differ from the carpet in the existing office space due to age, wear, and different carpet run.
Differences will be minimal, if noticeable at all.




4) DOORS/DOOR HARDWARE



All interior doors will be solid core, paint-grade, wood doors. Doors will have side-lights to
match existing, with frame around drywall so there is a clean finish. Interior doors will be
painted black to match existing doors. Doors leading into common area are to remain. Green Dot must
provide, in writing, which doors will need locks within five (5) business days of the start of the
construction. All locks will be the standard “push button” locks. Landlord will provide two (2)
keys per locking door. The keys provided will be the keys that came with the locking lever.
Landlord is not responsible for rekeying any doors.




5) ELECTRICAL & TELEPHONE OUTLETS



Note: The attached Exhibit C has additional electrical work, which is above Landlord’s standards,
but has been included in $115,000 T.I. budget. Exhibit C is an exception to the below “Electrical &
Telephone Outlets” scope of work.



New offices will have two (2) 110v electrical and one (1) phone/data outlet per room. New lunch
room will have three (3) 110v dedicated outlets and two (2) 110v normal electrical outlets. Along
outside of new offices, Landlord will provide two (2) 110v electrical outlets and two (2)
telephone/data outlets. Green Dot to select location of outlets and must provide a floor plan with
the locations within three (3) business days of the start of the construction. All outlets will be
installed into the drywall; landlord is not responsible for any “in-floor” outlets. Landlord will
have in-floor outlets installed at Green Dot’s request, and at Green Dot’s expense. Green Dot must
notify landlord within two (2) business days, from the start of the construction, if they would
like landlord to proceed with the in-floor outlets. Also, Green Dot must sign off on the






 









 







proposal to do the in-floor outlets within three (3) business days of receiving the proposal. All
new offices will have individual light switches. Power poles or connection for cubicles has not
been included in scope of work and will be Green Dot’s responsibility.




6) PHONE/DATA CABLING



Phone and data cabling is not included in scope of work and will be tenant’s responsibility.




7) CEILING



Existing ceiling grid to be used where ever possible. Grid will be patched, repaired, or replaced,
as needed, with same or similar grid. Ceiling tiles will be replaced where needed with standard
ceiling tile to match existing.




8) LIGHTING



Lighting to be configured to meet building standard.




9) HEATING AND AIR CONDITIONING



HVAC to be reconfigured to meet building standards. Minimum of one (1) supply and one (1) return
per individual room. Supplies and returns will be relocated and/or installed in open areas as
needed per our HVAC contractor’s recommendation. HVAC does not include addition of any HVAC units.




10) CABINETS



Building standard upper and lower cabinets will be provided in break room. Standard lower cabinets,
only, will be installed at the two (2) “fax/print” locations. Cabinet lengths will match what is
shown on attached drawing.




11) PLUMBING



Sink with water heater will be provided in break room.




12) WINDOW COVERINGS



Window coverings taken as is.




13) DEMO/LABORERS



Demo to follow attached floor plan. Laborers will be used for any miscellaneous tasks that surface.
Budget includes construction clean up.




14) SECURITY



Tenant’s responsibility.




 









 





EXHIBIT B

Floor Plan

7-27-09










 









 










EXHIBIT C




CONTRACT AND SCOPE OF WORK:


This contract is by and between H.J. VAST Inc. (Contractor) and Foothill Technology Center LLC
(Client) for the purpose of installing electrical hardware and wiring for the following.




July 16, 2009




	 	 	 
	Client: Foothill Technology Center LLC

	 	Job Name: Green Dot Expansion
	Address: 602 East Huntington Drive, Suite D

	 	Address: 605 East Huntington Drive, Suite 201
	City, Zip: Monrovia CA 91016

	 	City Zip: Monrovia CA 91016






Electrical installation for new offices: 





	1.	 	War Room: (1) UPS power in wall. (1) UPS power and (1) 3/4 “ Net/Data conduit chase in floor.
	 
	2.	 	OFC Meeting Room: (1) UPS power.
	 
	3.	 	Office 1: (1) UPS power.
	 
	4.	 	Office 2: (1) UPS power.
	 
	5.	 	Conference: (1) convenience power. (1) Net/Data conduit chase.
	 
	6.	 	Fax/Print 1: (1) Dedicated power.
	 
	7.	 	Work Bench Area: (2) Dedicated power. (1) Net/Data conduit chase.
	 
	8.	 	Stor Room: (2) UPS power.
	 
	9.	 	Fax/Print 2: (1) Dedicated power.
	 
	10.	 	Fax/Print 3: (1) Dedicated power. (1) Net/Data conduit chase.
	 
	12.	 	N.O.C. Bench: (2) UPS power. (2) (1) Net/Data conduit chase.
	 
	13.	 	Install (1) UPS circuit per every (4) cubicle workstations. (24 workstations (6) UPS
circuits)
	 
	14.	 	Install (1) 3/4” data drop at each bank of cubicles. (5 separate cubicle banks)





	 	 	 	 	 
	Budget price for the above work:
	 	$	6,850.00	 
	 






Special Notes: 





	1.	 	Does not include fees for plan check or permit requirements.
	 
	2.	 	Contract price does not include any trouble shooting of existing circuits.
	 
	3.	 	Contract price is valid for 30 days from date listed above.
	 
	4.	 	UPS power: (1) 120 volt 20 amp standard straight blade duplex receptacle. Power source from
UPS Panel located in 2nd floor electrical room
	 
	5.	 	Convenience power: (1) 120 volt 20 amp standard straight blade duplex receptacle. Power
source from existing circuits located in office spaces.
	 
	5.	 	Dedicated power: (1) L6-30 receptacle. Power source directly from Green Dot panels located on
2nd floor.
	 
	6.	 	Net/Data conduit chase: (1) 3/4” conduit run into nearest accessible ceiling. (1) pull line.
Excludes pulling or landing of low voltage wiring. Excludes low voltage wiring devices.
(installation on time and materials basis)





Warranty Information:



All work described above (for labor only) is warranted by contractor for a period of one year from
date of completion of work. Any failure in electrical equipment, however, which is show to




 









 




be the result of a defect is not covered by our warranty and will result in additional charges at
contractors current labor rates.




AGREED AND ACCEPTED:




	 	 	 	 	 	 	 	 	 
	Signed:

	 	 	 	 	 	Signed:	 	 
	 

	 	 
	 	 	 	 	 	 
	Print name:

	 	 	 	 	 	 	 	Henry J. Vasquez
	 

	 	 	 	 	 	 	 	 
	 

	 	Foothill Technology Center LLC
	 	 	 	 	 	H.J. VAST, Inc.