MOUNTAIN
        VIEW CITY CENTER

       

      NET
        OFFICE LEASE

       

      by
        and
        between

       

      EAGLE
        SQUARE PARTNERS,

       

      a
        California limited partnership,

       

      as
        Lessor

       

      and

       

      SOURCEFORCE,
        INC., 

       

      a
        Delaware corporation, 

       

      as
        Lessee

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      
        
          	
                   

                	 	 	 	
                  Page

                	 
	 	 	 	 	 	 
	
                  1.

                	 	 	
                  SUMMARY
                    OF LEASE PROVISIONS

                	 	 	
                  1

                	 
	
                  2.

                	 	 	
                  PREMISES
                    DEMISED

                	 	 	
                  2

                	 
	
                  3.

                	 	 	
                  TERM

                	 	 	
                  2

                	 
	
                  4.

                	 	 	
                  POSSESSION

                	 	 	
                  4

                	 
	
                  5.

                	 	 	
                  RENT

                	 	 	
                  4

                	 
	
                  6.

                	 	 	
                  SECURITY
                    DEPOSIT

                	 	 	
                  4

                	 
	
                  7.

                	 	 	
                  PROJECT
                    TAXES AND OPERATING EXPENSE ADJUSTMENTS

                	 	 	
                  5

                	 
	
                  8.

                	 	 	
                  USE

                	 	 	
                  10

                	 
	
                  9.

                	 	 	
                  COMPLIANCE
                    WITH LAWS

                	 	 	
                  11

                	 
	
                  10.

                	 	 	
                  ALTERATIONS
                    AND ADDITIONS

                	 	 	
                  12

                	 
	
                  11.

                	 	 	
                  REPAIRS

                	 	 	
                  13

                	 
	
                  12.

                	 	 	
                  LIENS

                	 	 	
                  14

                	 
	
                  13.

                	 	 	
                  ASSIGNMENT
                    AND SUBLETTING

                	 	 	
                  14

                	 
	
                  14.

                	 	 	
                  HOLD
                    HARMLESS

                	 	 	
                  16

                	 
	
                  15.

                	 	 	
                  SUBROGATION

                	 	 	
                  17

                	 
	
                  16.

                	 	 	
                  LESSEE’S
                    INSURANCE

                	 	 	
                  17

                	 
	
                  17.

                	 	 	
                  SERVICES
                    AND UTILITIES

                	 	 	
                  18

                	 
	
                  18.

                	 	 	
                  RULES
                    AND REGULATIONS

                	 	 	
                  18

                	 
	
                  19.

                	 	 	
                  HOLDING
                    OVER

                	 	 	
                  19

                	 
	
                  20.

                	 	 	
                  ENTRY
                    BY LESSOR

                	 	 	
                  19

                	 
	
                  21.

                	 	 	
                  RECONSTRUCTION

                	 	 	
                  19

                	 
	
                  22.

                	 	 	
                  DEFAULT

                	 	 	
                  20

                	 
	
                  23.

                	 	 	
                  REMEDIES
                    UPON DEFAULT

                	 	 	
                  21

                	 
	
                  24.

                	 	 	
                  EMINENT
                    DOMAIN

                	 	 	
                  22

                	 
	
                  25.

                	 	 	
                  OFFSET
                    STATEMENT; MODIFICATIONS FOR LENDER

                	 	 	
                  22

                	 
	
                  26.

                	 	 	
                  PARKING

                	 	 	
                  23

                	 
	
                  27.

                	 	 	
                  AUTHORITY

                	 	 	
                  23

                	 
	
                  28.

                	 	 	
                  SURRENDER
                    OF PREMISES

                	 	 	
                  23

                	 
	
                  29.

                	 	 	
                  LESSOR
                    DEFAULT AND MORTGAGEE PROTECTION

                	 	 	
                  24

                	 
	
                  30.

                	 	 	
                  RIGHTS
                    RESERVED BY LESSOR

                	 	 	
                  24

                	 
	
                  31.

                	 	 	
                  EXHIBITS

                	 	 	
                  24

                	 
	
                  32.

                	 	 	
                  WAIVER

                	 	 	
                  24

                	 
	
                  33.

                	 	 	
                  NOTICES

                	 	 	
                  24

                	 
	
                  34.

                	 	 	
                  JOINT
                    OBLIGATIONS

                	 	 	
                  25

                	 
	
                  35.

                	 	 	
                  MARGINAL
                    HEADINGS

                	 	 	
                  25

                	 
	
                  36.

                	 	 	
                  TIME

                	 	 	
                  25

                	 
	
                  37.

                	 	 	
                  SUCCESSORS
                    AND ASSIGNS

                	 	 	
                  25

                	 
	
                  38.

                	 	 	
                  RECORDATION

                	 	 	
                  25

                	 
	
                  39.

                	 	 	
                  QUIET
                    POSSESSION

                	 	 	
                  25

                	 
	
                  40.

                	 	 	
                  LATE
                    CHARGES; ADDITIONAL RENT AND INTEREST

                	 	 	
                  25

                	 
	
                  41.

                	 	 	
                  PRIOR
                    AGREEMENTS

                	 	 	
                  25

                	 
	
                  42.

                	 	 	
                  INABILITY
                    TO PERFORM

                	 	 	
                  25

                	 
	
                  43.

                	 	 	
                  ATTORNEYS’
                    FEES

                	 	 	
                  25

                	 
	
                  44.

                	 	 	
                  SALE
                    OF PREMISES BY LESSOR

                	 	 	
                  26

                	 
	
                  45.

                	 	 	
                  SUBORDINATION/ATTORNMENT

                	 	 	
                  26

                	 
	
                  46.

                	 	 	
                  NAME

                	 	 	
                  26

                	 


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  47.

                	 	 	
                  SEVERABILITY

                	 	 	
                  26

                	 
	
                  48.

                	 	 	
                  CUMULATIVE
                    REMEDIES

                	 	 	
                  26

                	 
	
                  49.

                	 	 	
                  CHOICE
                    OF LAW

                	 	 	
                  26

                	 
	
                  50.

                	 	 	
                  SIGNS

                	 	 	
                  26

                	 
	
                  51.

                	 	 	
                  GENDER
                    AND NUMBER

                	 	 	
                  26

                	 
	
                  52.

                	 	 	
                  CONSENTS

                	 	 	
                  26

                	 
	
                  53.

                	 	 	
                  BROKERS

                	 	 	
                  27

                	 
	
                  54.

                	 	 	
                  SUBSURFACE
                    AND AIRSPACE

                	 	 	
                  27

                	 
	
                  55.

                	 	 	
                  COMMON
                    AREA

                	 	 	
                  27

                	 
	
                  56.

                	 	 	
                  LABOR
                    DISPUTES

                	 	 	
                  27

                	 
	
                  57.

                	 	 	
                  CONDITIONS

                	 	 	
                  27

                	 
	
                  58.

                	 	 	
                  LESSEE’S
                    FINANCIAL STATEMENTS

                	 	 	
                  27

                	 
	
                  59.

                	 	 	
                  LESSOR
                    NOT A TRUSTEE

                	 	 	
                  28

                	 
	
                  60.

                	 	 	
                  MERGER

                	 	 	
                  28

                	 
	
                  61.

                	 	 	
                  NO
                    PARTNERSHIP OR JOINT VENTURE

                	 	 	
                  28

                	 
	
                  62.

                	 	 	
                  LESSOR’S
                    RIGHT TO PERFORM LESSEE’S COVENANTS

                	 	 	
                  28

                	 
	
                  63.

                	 	 	
                  PLANS.

                	 	 	
                  28

                	 
	
                  64.

                	 	 	
                  RELOCATION

                	 	 	
                  28

                	 
	
                  65.

                	 	 	
                  WAIVER
                    OF JURY

                	 	 	
                  28

                	 
	
                  66.

                	 	 	
                  FURNITURE

                	 	 	
                  28

                	 
	
                  67.

                	 	 	
                  JOINT
                    PARTICIPATION

                	 	 	
                  28

                	 
	
                  68.

                	 	 	
                  NON
                    DISCLOSURE

                	 	 	
                  28

                	 
	
                  69.

                	 	 	
                  COUNTERPARTS

                	 	 	
                  29

                	 


        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    MOUNTAIN
      VIEW CITY CENTER

     

    NET
      OFFICE LEASE

     

    For
      and
      in consideration of rentals, covenants, and conditions hereinafter set forth,
      Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the herein
      described Premises for the term, at the rental rate specified herein and subject
      to and upon all of the terms, covenants and agreements set forth in this lease
      (“Lease”):

     

    1.  SUMMARY
      OF LEASE PROVISIONS.
      

     

    
      	a.  	
              Lessee:
                SOURCEFORGE, INC., a Delaware corporation
                (“Lessee”).

            


    

     

    
      	b.  	
              Lessor:
                EAGLE SQUARE PARTNERS, a California limited partnership
                (“Lessor”).

            


    

     

    
      	c.  	
              Date
                of Lease (for reference purposes only):
                July 14, 2007. 

            


    

     

    
      	d.  	
              Premises:
                That certain office space commonly known as 650 Castro Street, Suite
                450,
                Mountain View, California, and shown cross-hatched on the reduced
                floor
                plan attached hereto as Exhibit “A,” consisting of approximately fourteen
                thousand five hundred eighty-three (14,583) square feet of Rentable
                Area
                (“the Premises”). (ARTICLE 2)

            


    

     

    
      	e.  	
              Term:
                Sixty (60) months. (ARTICLE 3)

            


    

     

    
      	f.  	
              Commencement
                Date:
                October 1, 2007, subject to Article 4.a. below.
                (ARTICLE 3)

            


    

     

    
      	g.  	
              Lease
                Termination:
                The last day of the sixtieth (60th) full calendar month following
                the
                Commencement Date (“Expiration Date”), unless sooner terminated pursuant
                to the terms of this Lease. (ARTICLE
                3)

            


    

     

    
      	h.  	
              Base
                Rent:
                Monthly Base Rent shall be in the amounts set forth in the below
                rent
                schedule: 

            


    

     

    
      	
              Months
                of
                Term

            	
            	Monthly Base Rent 
	01	
            	Free Rent Period
	02-12	
            	$46,665.60
              per month, triple net
	13-24	
            	$48,065.57 per month, triple net
	25-36	
            	$49,507.54 per month, triple net
	37-48 	
            	$50,992.76
              per month, triple net 
	49-60	
            	$52,522.54 per month, triple net
	(ARTICLE 5)	 	 


    

     

    
      	i.  	
              Security
                Deposit:
                Sixty-seven thousand five hundred forty-three and 03/100ths dollars
                ($67,543.03) (ARTICLE 6)

            


    

     

    
      	j.  	
              Lessee’s
                Percentage Share:
                Fifteen and 32/100ths percent (15.32%). (ARTICLE
                7)

            


    

     

    
      	k.  	
              Parking:
                Nonexclusive right to use no more than three (3) parking spaces within
                the
                underground parking structure serving the Project per each one thousand
                (1,000) square feet of Rentable Area in the Premises. (ARTICLE
                26)

            


    

     

    
      	l.  	
              Addresses
                for Notices:

            


    

     

    Lessor:                 c/o
      Prometheus Real Estate Group, Inc.

    1900
      South Norfolk Street, Suite 150

    San
      Mateo, California 94403 

    Attn:
      Executive Vice President 

    Telephone
      No.: (650) 931-3400

    Fax
      No.:
      (650) 931-3600

     

    with
      a
      concurrent copy to:

     

    c/o
      Prometheus Real Estate Group, Inc.

    1900
      South Norfolk Street, Suite 150

    San
      Mateo, California 94403 

    Attn:
      Chief Financial Officer  

    Telephone
      No.: (650) 931-3400

    Fax
      No.:
      (650) 931-3600

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    and
      with
      a concurrent copy to the

    Project
      Management Office at:

    


    20400
      Stevens Creek Boulevard, 

    Suite
      130

    Cupertino,
      California 95014

    Attn:
      Senior Portfolio Manager

    Telephone
      No.: (408) 873-1021 

    Fax
      No.:
      (408) 873-0122

    


    Lessee:                
      Prior
      to
      the Commencement Date: 

    SourceForge,
      Inc.

    46939
      Bayside Parkway

    Fremont,
      CA 94538

    Attn:
      General Counsel

    Telephone
      No.: (415) 687-7095

    Fax
      No.:
      (510) 680-7155

    


    Following
      the Commencement Date: 

    SourceForge,
      Inc.

    650
      Castro Street, Suite 450

    Mountain
      View, CA

    Attn:
      General Counsel

    Telephone
      No.: ______________________  

    Fax
      No.:
      ____________________________

    


    and
      with
      a concurrent copy to:

    


    Wilson
      Sonsini Goodrich & Rosati

    650
      Page
      Mill Road

    Palo
      Alto, CA 94304

    Attn:
      Marc Gottschalk, Esq.

    Telephone
      No.: (650) 354-4250

    Fax
      No.:
      (650)493-6811 

    


     

    m.  Brokers:
      CPS
      Corfac International and NAI BT Commercial representing Lessee, and NAI BT
      Commercial representing Lessor. (ARTICLE 53)

     

    n.  Summary
      Provisions in General.
      Parenthetical references in this Article 1 to other articles in this Lease
      are
      for convenience of reference, and designate some of the other Lease articles
      where applicable provisions are set forth. All of the terms and conditions
      of
      each such referenced article shall be construed to be incorporated within and
      made a part of each of the above referred to Summary of Lease Provisions. If
      any
      conflict exists between any Summary of Lease Provisions as set forth above
      and
      the balance of the Lease, then the latter shall control.

     

    2.  PREMISES
      DEMISED Lessor
      does hereby lease to Lessee and Lessee hereby leases from Lessor the Premises
      described in Article 1.d., subject, nevertheless, to all of the terms and
      conditions of this Lease. Notwithstanding anything to the contrary contained
      in
      this Lease, the Premises shall be deemed for all purposes of this Lease to
      contain the amount of Rentable Area specified in Article 1.d. above,
      notwithstanding any deviation in actual Rentable Area of the Premises from
      such
      amount and the Lessee’s Percentage Share shall be deemed accurate as of the
      Commencement Date regardless of any Building measurement to the contrary. The
      Premises is approximately as shown as cross-hatched on the floor plan(s)
      attached hereto as Exhibit “A.” As used in this Lease, the term “Building” shall
      mean the building at the address listed in Article 1.d. above in which the
      Premises is located. The Building is situated upon the parcel(s) of land shown
      on Exhibit “B” attached hereto (collectively, the “Parcel”). The Building and
      the “Exterior Common Area” (as defined in Article 55 below) and all other
      improvements as now or hereafter located on the Parcel, if any, are herein
      sometimes referred to collectively as the “Project.”

     

    3.  TERM.
      

     

    a.  The
      term
      of this Lease shall be for the period designated in Article 1.e., commencing
      on
      the Commencement Date and ending on the Expiration Date set forth in Article
      1.g., unless sooner terminated pursuant to this Lease (“Term”). The expiration
      or sooner termination of the Lease is hereinafter referred to as “Lease
      Termination.” 

     

    b.  Option
      to Extend.
      Lessee
      shall have the option to extend the Initial Term of this Lease for one (1)
      period of five (5) years, commencing immediately following the expiration of
      the
      Initial Term (such period is referred to herein as the “Extended Term”, “Initial
      Term” and “Extended Term” are collectively referred to as “Term”), on all
      provisions contained in this Lease (except for Base Rent and such other terms
      and conditions as are specifically or by their operation limited to the Initial
      Term only and except that Lessee shall have no further right or option to extend
      the term upon the expiration of the Extended Term), by giving notice of exercise
      of the option (the “Option Notice”) to Lessor at any time during the
      fifty-fourth (54th)
      month
      of the Initial Term.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Lessor’s
      ability to plan for the orderly transaction
      of its rental business, to accommodate the needs of other existing and potential
      tenants, and to enjoy the benefits of increasing rentals at such times as Lessor
      is able to do so in its sole and absolute discretion, are fundamental elements
      of Lessor’s willingness to provide Lessee with the option to extend contained
      herein. Accordingly, Lessee hereby acknowledges that strict compliance with
      the
      notification provisions contained herein, and Lessee’s strict compliance with
      the time period for such notification contained herein, are material elements
      of
      the bargained for exchange between Lessor and Lessee and are material elements
      of Lessee’s consideration paid to Lessor in exchange for the grant of the
      option. Therefore, Lessee’s failure to adhere strictly and completely to the
      provisions and time frame contained in this provision shall render the option
      automatically null, void and of no further force or effect, without notice,
      acknowledgement, or any action of any nature
      or
      sort, required of Lessor. Lessee acknowledges that no other act or notice,
      other
      than the express written notice set forth hereinabove, shall act to put Lessor
      on notice of Lessee’s intent to extend, and Lessee hereby waives any claims to
      the contrary, notwithstanding any other actions of Lessee during the Initial
      Term of this Lease or any statements, written or oral, of Lessee to Lessor
      to
      the contrary during the Initial Term of this Lease. Notwithstanding the
      foregoing, if Lessee is in default (after the expiration of any applicable
      period for cure pursuant to Article 22 below) on the date of giving the Option
      Notice, the Option Notice shall be totally ineffective, or if Lessee is in
      default (after the expiration of any applicable period for cure pursuant to
      Article 22 below) on the date the Extended Term is to commence, in addition
      to
      any and all other remedies available to Lessor under this Lease, at Lessor’s
      election, the exercise of the option shall be deemed null and void, the Extended
      Term shall not commence, and this Lease shall expire at the end of the Initial
      Term.

     

    The
      option to extend granted pursuant hereto is personal to original Lessee
      signatory to this Lease and cannot be assigned, transferred or conveyed to,
      or
      exercised for the benefit of, any other person or entity (voluntarily,
      involuntarily, by operation of law or otherwise) including, without limitation,
      to any assignee or subtenant permitted under Article 13, except in the event
      of
      a “Permitted Transfer” (as defined in Article 13). All of Lessee’s rights under
      this Article 3.b. shall terminate upon the expiration of the Initial Term or
      sooner termination of this Lease.

     

    The
      parties shall have thirty (30) days after Lessor receives the Option Notice
      in
      which to agree upon the adjustment of Base Rent as of the commencement of the
      Extended Term. The Base Rent shall be adjusted as of the commencement of the
      Extended Term to be an amount equal to one hundred percent (100%) of the then
      current “Fair Market Rental Value” (defined below) of the Premises at the time
      of commencement of the Extended Term. The term “Fair Market Rental Value” of the
      Premises as used in this Lease shall mean the then prevailing fair market rent
      for the Premises as of the commencement of the applicable Extended Term. In
      determining such rate, the parties may consider first class, “Class A” office
      space comparable in size and quality to the Premises, if any, located in the
      vicinity of the Project in the Mountain View office market, and located in
      the
      Building and other buildings comparable in size and quality to the Building
      in
      which the Premises is located, including, without limitation, and taking into
      consideration all other factors normally considered when determining fair market
      rental value (including, without limitation, the duration of the Extended Term
      and such rental increases as may be appropriate during such period); provided
      however, such determination of fair market rental value shall not consider
      the
      value of any improvements to the Premises installed at Tenant’s sole cost and
      expense (in excess of improvements funded by the Lessee Improvements
      Allowance).

     

    Upon
      determination of the Fair Market Rental Value for the Premises, the parties
      shall immediately execute an amendment to this Lease stating the adjustment
      of
      the Base Rent as of the commencement of the Extended Term. In the event Lessee
      has retained the services of a real estate broker to represent Lessee during
      the
      negotiations in connection with the Extended Term, it is expressly understood
      that Lessor shall have no obligation for the payment of all or any part of
      a
      real estate commission or other brokerage fee to Lessee’s real estate broker in
      connection with the Extended Term. Lessee shall be solely responsible for
      payment of fees for services rendered to Lessee by such broker in connection
      with the Extended Term.

     

    If
      the
      parties are unable to agree, in their sole and absolute discretion, on the
      Fair
      Market Rental Value for the Premises within such thirty (30) day period, then
      the Fair Market Rental Value as of the commencement of the Extended Term shall
      be determined as follows:

     

    (i) Following
      the expiration of such thirty (30) day period, Lessor and Lessee shall meet
      and
      endeavor in good faith to agree upon a licensed commercial real estate agent
      with at least seven (7) years full-time experience as a real estate agent active
      in leasing of commercial office buildings in the area of the Premises to
      appraise and set the Fair Market Rental Value as of the commencement of the
      Extended Term. If Lessor and Lessee fail to reach agreement upon such agent
      within fifteen (15) days following the expiration of such thirty (30) day
      period, then, within fifteen (15) days thereafter, each party, at its own cost
      and by giving notice to the other party, shall appoint a licensed commercial
      real estate agent with at least seven (7) years full-time experience as a real
      estate agent active in leasing of commercial office buildings in the area of
      the
      Premises to appraise and set the Fair Market Rental Value as of the commencement
      of the Extended Term. If a party does not appoint an agent within fifteen (15)
      days after the other party has given notice of the name of its agent, the single
      agent appointed shall be the sole agent and shall set the Fair Market Rental
      Value as of the commencement of the Extended Term. If there are two (2) agents
      appointed by the parties as stated above, the agents shall meet within ten
      (10)
      days after the second agent has been appointed and attempt to set Fair Market
      Rental Value as of the commencement of the Extended Term. If the two (2) agents
      are unable to agree on such Fair Market Rental Value within fifteen (15) days
      after the second agent has been appointed, they shall, within fifteen (15)
      days
      after the last day the two (2) agents were to have set such Fair Market Rental
      Value, attempt to select a third agent who shall be a licensed commercial real
      estate agent meeting the qualifications stated above. If the two (2) agents
      are
      unable to agree on the third agent within such fifteen (15) day period, either
      Lessor or Lessee may request the President of the local chapter of the Society
      of Industrial and Office Realtors (SIOR) or a then equivalent organization
      if
      SIOR is not then in existence to select a third agent meeting the qualifications
      stated in this subsection. Each of the parties shall bear one-half (1/2) of
      the
      cost of appointing the third agent and of paying the third agent’s fee. No agent
      shall be employed by, or otherwise be engaged in business with or affiliated
      with, Lessor or Lessee, except as an independent contractor.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii) Within
      fifteen (15) days after the selection of the third agent, a majority of the
      agents shall set the Fair Market Rental Value as of the commencement of the
      Extended Term. If a majority of the agents are unable to set such Fair Market
      Rental Value within the stipulated period of time, each agent shall make a
      separate determination of such Fair Market Rental Value and the three (3)
      appraisals shall be added together and the total shall be divided by three
      (3).
      The resulting quotient shall be the Fair Market Rental Value for the Premises
      as
      of the commencement of the Extended Term. If, however, the low appraisal and/or
      high appraisal is/are more than twenty percent (20%) lower and/or higher than
      the middle appraisal, such low appraisal and/or such high appraisal shall be
      disregarded. If only one (1) appraisal is disregarded, the remaining two (2)
      appraisals shall be added together and their total divided by two (2), and
      the
      resulting quotient shall be Fair Market Rental Value as of the commencement
      of
      the Extended Term. If both the low appraisal and the high appraisal are
      disregarded as stated in this subsection, the middle appraisal shall be the
      Fair
      Market Rental Value as of the commencement of the Extended Term.

     

    (iii) Each
      agent shall hear, receive and consider such information as Lessor and Lessee
      each care to present regarding the determination of Fair Market Rental Value
      as
      of the commencement of the Extended Term and each agent shall have access to
      the
      information used by each other agent. Upon determination of the Fair Market
      Rental Value as of the commencement of the Extended Term, the agents shall
      immediately notify the parties hereto in writing of such determination by
      certified mail, return receipt requested.

     

    4.  POSSESSION.
      Construction
      of Improvements/Delay in Possession.
      Lessor
      and Lessee agree to the provisions set forth in the work letter attached hereto
      as Exhibit “C” (“Work Letter”). Lessor agrees to construct within the Premises
      the improvements described in the Work Letter (“Lessee Improvements”), upon and
      subject to the provisions thereof. If Lessor, for any reason whatsoever, cannot
      deliver possession of the Premises to Lessee at the date specified in Article
      1.f. above, this Lease shall not be void or voidable, nor shall Lessor be liable
      to Lessee for any loss or damage resulting therefrom; except, however, that
      in
      such event the “Commencement Date” for all purposes of this Lease shall be
      adjusted to be the date when Lessor delivers possession or such earlier date
      upon which such delivery of possession would have occurred but for delay in
      delivery of possession of the Premises caused and/or contributed to by Lessee
      and/or Lessee’s agents, officers, employees, representatives, contractors,
      servants, invitees and/or guests (collectively “Lessee’s Agents” and such delay
      referred to herein as “Lessee’s Delay”), and the “Expiration Date” for all
      purposes of this Lease shall be the date which is the period of the Term
      specified in Article 1.e. following such Commencement Date. Lessor shall be
      deemed to have delivered possession to Lessee on the earlier of (i) the date
      that Lessor delivers legal possession of the Premises to Lessee with the Lessee
      Improvements substantially completed and available for occupancy by Lessee,
      subject only to punch list items which do not materially interfere with Lessee’s
      occupancy or use of the Premises for its intended use, or (ii) the date on
      which
      the Lessee Improvements would have been substantially completed but for delays
      caused by Lessee’s Delay, including without limitation, change orders requested
      by Lessee or required because of any errors or omissions in plans submitted
      by
      Lessee, or (iii) the date upon which Lessee actually occupies and commences
      its
      business operation from the Premises. Notwithstanding anything to the contrary
      contained herein, in the event the Commencement Date has not occurred by
      December 1, 2007, as may be extended one (1) day for each day of Lessee’s Delay
      (the “Lessee Commencement Termination Trigger Date”), Lessee shall have the
      right to terminate this Lease by written notice delivered to Lessor no later
      than ten (10) days following the Lessee Commencement Termination Trigger
      Date.

     

    a.  Early
      Possession.
      Provided that such early occupancy does not delay, materially impair or
      otherwise materially interfere with Lessor’s performance of the Lessee
      Improvements, Lessee shall be permitted to occupy the Premises prior to the
      Commencement Date for purposes of installing Lessee’s telephones, cabling,
      furnishings and other personal property items, subject to all the provisions
      of
      this Lease (including any indemnity provisions); provided, however, that during
      such period of early possession, Lessee shall not be liable for payment of
      Base
      Rent or Lessee’s Percentage Share of Building Expenses during such period of
      occupancy prior to the Commencement Date. Said early possession shall not
      trigger the Commencement Date nor advance the Expiration Date.

     

    5.  RENT.
      Lessee
      agrees to pay to Lessor as rental for the Premises, without offset, deduction,
      prior notice or demand, the monthly Base Rent designated in Article 1.h. Base
      Rent shall be payable monthly in advance on or before the first day of each
      calendar month during the Term, except that Lessor shall abate the Base Rent
      payment that would otherwise be due and payable by Lessee for the first (1st)
      month of the Term. The payment of Base Rent for the second (2nd)
      full
      calendar month of the Term shall be paid upon the execution of this Lease,
      and
      if the Commencement Date is other than the first day of a calendar month, Base
      Rent for the partial calendar month after the first (1st)
      month
      of the Term but prior to the commencement of the second (2nd)
      full
      calendar month of the Term shall be prorated and paid upon the Commencement
      Date. Base Rent for any period during the Term which is for less than one (1)
      month shall be prorated based upon the number of days in the applicable calendar
      month. Base Rent and all other amounts owing to Lessor pursuant to this shall
      be
      paid to Lessor in lawful money of the United States of America which shall
      be
      legal tender at the time of payment, at the office of the Project, or to such
      other person or at such other place as Lessor may from time to time designate
      in
      writing.

     

    6.  SECURITY
      DEPOSIT.
      Upon
      Lessee’s execution of this Lease, Lessee shall deposit with Lessor the sum set
      forth in Article 1.i. as the security deposit (“Security Deposit”). Lessee
      hereby grants to Lessor a security interest in the Security Deposit in
      accordance with applicable provisions of the California Commercial Code. The
      Security Deposit shall be held by Lessor as security for the faithful
      performance by Lessee of all the terms, covenants and conditions of this Lease
      to be kept and performed by Lessee during the Term. If Lessee defaults with
      respect to any provision of this Lease, including, but not limited to the
      provisions relating to the payment of Rentals or relating to the condition
      of
      the Premises at Lease Termination, Lessor may (but shall not be required to)
      use, apply or retain all or any part of the Security Deposit for the payment
      of
      any Rental or any other sum in default, or for the payment of any amount which
      Lessor shall become obligated to spend by reason of Lessee’s default, or to
      compensate Lessor for any other loss or damage which Lessor may suffer by reason
      of Lessee’s default. If any portion of the Security Deposit is so used or
      applied, Lessee shall within five (5) business days after written demand
      therefor, deposit cash with Lessor in an amount sufficient to restore the
      Security Deposit to its original amount and Lessee’s failure to do so shall be a
      material breach of this Lease. Lessor shall not be required to keep the Security
      Deposit separate from its general funds, and Lessee shall not be entitled to
      interest on the Security Deposit. Lessor is not a trustee of the Security
      Deposit and may use it in ordinary business, transfer it or assign it, or use
      it
      in any combination of such ways. The remaining portion of the Security Deposit
      shall be returned to Lessee (or, at Lessor’s option, to the last assignee of
      Lessee’s interest hereunder) within two (2) weeks after Lease Termination and
      vacation of the Premises by Lessee or its last assignee; provided, however
      if
      any portion of the Security Deposit is to be applied to repair damages to the
      Premises caused by Lessee or Lessee’s Agents or to clean the Premises, or has
      previously been applied to cure any Lessee default under this Lease, then the
      balance of the Security Deposit shall be returned to Lessee (or, at Lessor’s
      option to the last assignee of Lessee’s interests hereunder) no later than
      thirty (30) days from the date Lessor receives possession of the Premises.
      Lessee waives any rights it may have under Section 1950.7 of the California
      Civil Code with respect to the Security Deposit. Lessee shall not transfer
      or
      encumber the Security Deposit nor shall Lessor be bound by Lessee’s attempt to
      do so. If Lessor’s interest in this Lease is terminated, Lessor may transfer the
      Security Deposit to Lessor’s successor in interest, and upon such transfer,
      Lessor shall be released from any liability to Lessee with respect to the
      Security Deposit and Lessee shall look only to the transferee for any return
      of
      the Security Deposit to which Lessee may be entitled.

     

    
      
        
        

      

      
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    7.  PROJECT
      TAXES AND OPERATING EXPENSE ADJUSTMENTS.

     

    a.  Intentionally
      Omitted.
      

     

    b.  Building
      Taxes and Building Operating Expenses.
      The
      parties hereby acknowledge that certain “Building Expenses” (as hereinafter
      defined) relate only to certain elements of the Building, and that other
      Building Expenses relate to the entire Building. Accordingly, Lessor shall
      have
      the right to reasonably establish cost pools for the components of Building
      Expenses relating only to certain elements of the Building, and for Building
      Expenses relating to the entire Building, and to reasonably in good faith
      allocate Building Expenses among such cost pools. Without limiting the
      generality of the foregoing, Lessor has established such cost pools to allocate
      Building Expenses between the office use portions of the Building (the “Office
      Cost Pool”) and the retail/service/commercial uses of the Building (the “Retail
      Cost Pool”). Lessee shall pay to Lessor, as additional rent and without
      deduction or offset, from and after the Commencement Date, Lessee’s percentage
      share set forth in Article 1.j. (“Lessee’s Percentage Share”) of the amount of
      annual “Building Taxes” and “Building Operating Expenses” (as such terms are
      defined below) allocated to the Office Cost Pool. Building Taxes and Building
      Operating Expenses are collectively referred to herein as “Building Expenses.”
Lessee’s Percentage Share of Building Expenses allocated to the Office Cost Pool
      shall be determined by dividing the Rentable Area of the Premises by the total
      Rentable Area in the Building devoted to office use. Lessee’s Percentage Share
      shall be subject to an equitable adjustment upon a condemnation, sale by Lessor
      of part of the Building, reconstruction after damage or destruction or expansion
      or reduction of the areas within the Building devoted to office use. Lessee’s
      Percentage Share of Building Expenses allocated to the Office Cost Pool shall
      be
      payable during the Term in equal monthly installments on the first day of each
      month in advance, without deduction, offset or prior demand.

     

    At
      any
      time during the Term, Lessor may give Lessee notice of Lessor’s estimate of the
      Building Expenses allocated to the Office Cost Pool for the current calendar
      year. An amount equal to one twelfth (1/12) of Lessee’s Percentage Share of the
      estimated Building Expenses allocated to the Office Cost Pool shall be payable
      monthly by Lessee as aforesaid, commencing on the first day of the calendar
      month following thirty (30) days written notice and continuing until receipt
      of
      any notice of adjustment from Lessor given pursuant to this paragraph. Until
      notice of the estimated Building Expenses allocated to the Office Cost Pool
      for
      a subsequent calendar year is delivered to Lessee, Lessee shall continue to
      pay
      its Percentage Share of Building Expenses allocated to the Office Cost Pool
      on
      the basis of the prior year’s estimate. Lessor may at any time during the Term
      adjust estimates of the Building Expenses allocated to the Office Cost Pool
      to
      reflect current expenditures and following Lessor’s written notice to Lessee of
      such revised estimate, subsequent payments by Lessee shall be based upon such
      revised estimate.

     

    If
      the
      Commencement Date is on a date other than the first day of a calendar year,
      the
      amount of the Building Expenses allocated to the Office Cost Pool payable by
      Lessee in such calendar year shall be prorated based upon a fraction, the
      numerator of which is the number of days from the Commencement Date to the
      end
      of the calendar year in which the Commencement Date falls, and the denominator
      of which is three hundred sixty (360).

     

    Within
      one hundred twenty (120) days after the end of each calendar year during the
      Term or as soon thereafter as practicable, Lessor will furnish to Lessee a
      statement (“Lessor’s Statement”) setting forth in reasonable detail the actual
      Building Expenses allocated to the Office Cost Pool paid or incurred by Lessor
      during the preceding year, and thereupon within thirty (30) days an adjustment
      will be made by Lessee’s payment to Lessor or credit to Lessee by Lessor against
      the Building Expenses allocated to the Office Cost Pool next becoming due from
      Lessee (or if at the end of the Term shall be credited by payment directly
      to
      Lessee), as the case may require, to the end that Lessor shall receive the
      entire amount of Lessee’s Percentage Share of Building Expenses allocated to the
      Office Cost Pool for such calendar year and no more. If, based on Lessor’s
      Statement a payment from Lessee is required, Lessee shall not have the right
      to
      withhold or defer such payment pending a review of Lessor’s books and records
      pursuant to the following paragraph or the resolution of any dispute relating
      to
      Building Expenses allocated to the Office Cost Pool. If the Expiration Date
      is
      on a day other than the last day of a calendar year, the amount of Building
      Expenses allocated to the Office Cost Pool payable by Lessee for the calendar
      year in which Lease Termination falls shall be prorated based on the number
      of
      days in the calendar year. The termination of this Lease shall not affect the
      obligations of Lessor and Lessee pursuant to this Article 7.

     

    Within
      sixty (60) days after Lessee receives a statement of actual Building Expenses
      allocated to the Office Cost Pool paid or incurred for a calendar year, Lessee
      shall have the right, upon written demand and reasonable notice, to inspect
      Lessor’s books and records relating to such Building Expenses allocated to the
      Office Cost Pool for the calendar year covered by Lessor’s Statement for the
      purpose of verifying the amount set forth in such statement. Such inspection
      shall be made during Lessor’s normal business hours, at the place where such
      books and records are customarily maintained by Lessor. In no event may any
      such
      inspection be performed by a person or entity being compensated on a contingency
      fee basis or based upon a share of any refund obtained by Lessee. Information
      obtained by such inspection shall be kept in the strictest confidence by Lessee.
      Unless Lessee asserts in writing a specific error within one hundred and twenty
      (120) days following Lessee’s receipt of Lessor’s Statement, the amounts set
      forth in Lessor’s Statement shall be conclusively deemed correct and binding on
      Lessee. Lessor shall refund to Lessee any overpayment of Building Expenses
      allocated to the Office Cost Pool which is determined to have been made by
      Lessee. In addition, if it is determined that Lessor has overstated the Building
      Expenses allocated to the Office Cost Pool for a particular calendar year by
      more than five percent (5%) and such overstatement results in Lessor owing
      a
      reimbursement to Lessee of more than Five Thousand Dollars ($5,000.00), then
      Lessor shall also reimburse Lessee’s reasonable third-party out of pocket
      expenses incurred in conducting such inspection), within thirty (30) days
      following Lessee’s submission to Lessor of reasonable evidence supporting such
      third-party expenses.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (i)  Operating
      Expenses.
      As used
      in this Lease, “Building Operating Expenses” means all of the Building Service
      Expenses and an allocable portion of the Project Expenses as
      follows:

     

    (A)  Building
      Service Expenses.
      Building Operating Expenses shall include all costs of operation, maintenance,
      repair (which for purposes of this Lease shall be deemed to include, without
      limitation, replacement as and when deemed appropriate by Lessor) and management
      of the Building and Building Common Area (defined in Article 55), hereinafter
      collectively referred to as “Building Service Expenses,” as determined by
      Lessor’s commercially reasonable real estate accounting practices, consistently
      applied. Building Service Expenses as used herein shall include, but not be
      limited to, all sums expended in connection with all general maintenance,
      repairs, painting, cleaning, sweeping and janitorial services; maintenance
      and
      repair of signs, indoor plants, and atriums; trash removal; sewage; electricity,
      gas, water and any other utilities (including any temporary or permanent utility
      surcharge or other exaction whether now or hereafter imposed); maintenance
      and
      repair of any fire protection systems, elevator systems, lighting systems,
      storm
      drainage systems, heating, ventilation and air conditioning systems and other
      utility and/or mechanical systems; any governmental imposition or surcharge
      imposed upon Lessor with respect to the Building or assessed against the
      Building; all costs and expenses pertaining to a security alarm system or other
      security services or measures for the Building, if Lessor deems necessary in
      Lessor’s sole business judgment; materials; supplies; tools; depreciation on
      maintenance and operating machinery and equipment (if owned) and rental paid
      for
      such machinery and equipment (if rented); service agreements on equipment;
      maintenance, and repair of the roof (including repair of leaks and resurfacing)
      and the exterior surfaces of all improvements (including painting); routine
      maintenance and repair of structural parts (including repair of leaks and
      resurfacing) and the exterior surfaces of all improvements (including painting);
      maintenance and repair of structural parts (including foundation, floor slabs
      and load bearing walls); window cleaning; elevator or escalator services;
      materials handling; fees for licenses and permits relating to the Building;
      the
      cost of complying with rules, regulations and orders of governmental authorities
      to the extent provided in this Lease; certain accounting and legal fees; the
      cost of contesting the validity or applicability of any governmental enactment
      which may affect Building Service Expenses; personnel to implement such services
      (including, without limitation, if Lessor deems necessary, the cost of security
      guards, maintenance personnel, engineers and valet attendants); public
      liability, environmental impairment, property damage and fire and extended
      coverage insurance on the Building (in such amounts and providing such coverage
      as determined in Lessor’s sole discretion and which may include, without
      limitation, liability, all risk property, lessor’s risk liability, war risk,
      vandalism, malicious mischief, boiler and machinery, rental income, earthquake,
      flood and worker’s compensation insurance); compensation and fringe benefits
      payable to all persons employed by Lessor in connection with the operation,
      maintenance, repair and management of the Building; and a management fee not
      to
      exceed five percent (5%) of gross receipts from the Building (including, without
      limitation, all rentals and parking receipts from Building tenants and/or
      visitors). Lessor may cause any or all of said services to be provided by an
      independent contractor or contractors, or they may be rendered by Lessor. It
      is
      the intent of the parties hereto that except as otherwise set forth in this
      Lease, Building Service Expenses shall include every cost paid or incurred
      by
      Lessor in connection with the operation, maintenance, repair and management
      of
      the Building, and the specific examples of Building Service Expenses stated
      in
      this Article 7 are in no way intended to, and shall not, limit the costs
      comprising Building Service Expenses, nor shall such examples be deemed to
      obligate Lessor to incur such costs or to provide such services or to take
      such
      actions, except as may be expressly required of Lessor in other portions of
      this
      Lease, or except as Lessor, in its sole discretion, may elect. The maintenance
      of the Building shall be reasonably determined by Lessor so as to maintain
      the
      same in good condition and repair, reasonable wear and tear excepted (subject
      to
      the express provisions of this Lease governing maintenance, repair, replacement,
      casualty and condemnation), and all costs incurred by Lessor in good faith
      shall
      be deemed conclusively binding on Lessee. If less than one hundred percent
      (100%) of the Rentable Area of the Building is occupied during any calendar
      year, then in calculating Building Service Expenses for such year, the
      components of Building Service Expenses which vary based upon occupancy level
      shall be adjusted to equal Lessor’s reasonable estimate of the amount of such
      Building Service Expenses had one hundred percent (100%) of the total Rentable
      Area of the Building been occupied during such year. In addition, if Landlord
      is
      not furnishing any particular work or service (the cost of which, if performed
      by Landlord, would be included in Building Service Expenses) to a tenant who
      has
      undertaken to perform such work or service in lieu of the performance thereof
      by
      Landlord, Building Service Expenses shall be deemed to be increased by an amount
      equal to the additional Building Service Expenses which would reasonably have
      been incurred during such period by Landlord if it had at its own expense
      furnished such work or service to such tenant.

     

    However,
      notwithstanding the foregoing or anything to the contrary contained in this
      Lease, in no event shall Building Service Expenses include: (1) costs, including
      permit, license and inspection costs, incurred with respect to the installation
      of tenant improvements to other tenant’s leased premises within the Building or
      incurred in renovating or otherwise improving, decorating, painting or
      redecorating vacant leasable space within the Building, (2) costs in order
      to
      market space to potential tenants, leasing commissions, and attorneys’ fees in
      connection with the negotiation and preparation of letters, deal memos, letters
      of intent, leases, subleases and/or assignments or other costs in connection
      with lease, sublease and/or assignment negotiations with present or prospective
      tenants or other occupants of the Building, (3) reserves (except that nothing
      contained herein shall be deemed to prevent Lessor’s collection of anticipated
      Building Service Expenses for the current year), (4) ground lease rental on
      any
      underlying ground lease or interest, principal, points and/or fees on debts
      or
      amortization on any mortgage or mortgages or any other debt instrument
      encumbering the Building, (5) to the extent any employee of Lessor spends only
      a
      portion of his or her time working with respect to the Building (as opposed
      to
      full time work with respect to the Building), a prorated amount of such
      employee’s wages, salaries and compensation based upon the portion of time spent
      by such employee with respect to the projects other than the Building, (6)
      increased costs of performance or other costs or damages directly resulting
      from
      the negligence or willful misconduct of Lessor or Lessor’s agents, employees or
      contractors, (7) costs (including attorney’s fees and costs) incurred due to
      violation by Lessor or any other tenant in the Building of the terms and
      conditions of any lease for space within the Building or arising out of any
      other dispute between Lessor and any other tenant, (8) the cost of any service
      provided to Lessee or other occupants of the Building or other cost includable
      in Building Service Expenses pursuant hereto for which Lessor is, or is entitled
      to be, separately reimbursed by insurance, third parties or otherwise (other
      than reimbursement by lessees as a part of their respective payments of Building
      Service Expenses), (9) charitable or political contributions, (10) interest,
      penalties or other costs arising out of Lessor’s failure to make timely payment
      of its obligations, (11) overhead and profit paid to Lessor or to subsidiaries
      or affiliates of Lessor for goods and/or services in the Building to the extent
      the same exceeds the costs of such goods and/or services rendered by qualified,
      unaffiliated third parties on a competitive basis, (12) costs to remediate
      Hazardous Materials located upon, within or beneath the Building prior to the
      Commencement Date, (13) costs (other than ordinary maintenance) for sculpture,
      paintings and other objects of art, (14) costs associated with the operation
      of
      the business of the partnership or entity which constitutes Lessor as the same
      are distinguished from the costs of the operation of the Project, including
      partnership accounting and legal matters, costs of defending any lawsuits with
      any mortgagee, costs of selling, syndicating, financing, mortgaging or
      hypothecating any of Lessor’s interest in the Project, costs of any disputes
      between Lessor and its employees (if any) not engaged in the operation of the
      Project, disputes of Lessor with Project management, or outside fees paid in
      connection with disputes with other Project lessees or occupants, (15) leasing
      commissions and other similar costs associated with marketing the Building,
      (16)
      costs incurred for restoration following condemnation to the extent reimbursed
      by insurance proceeds (provided that insurance deductibles and uninsured
      casualty damage up to $50,000 per occurrence (or such higher amount, not to
      exceed $100,000, as may be then commercially reasonable as an insurance
      deductible for comparable buildings in the Mountain View/Palo Alto area) shall
      be included in Building Service Expenses), (17) costs associated with
      alterations, improvements, repairs or replacements (including those resulting
      from any legal requirement that Lessor is permitted to charge to Lessee
      hereunder) that can be amortized in accordance with GAAP except to the extent
      amortized over the useful life of the item in question (reasonably determined
      in
      accordance with GAAP) at an interest rate that Lessor pays to finance such
      items
      or would be required to pay to an institutional lender if such financing were
      obtained, and (18) costs associated with any retail concession located at the
      Building; provided however, in no event shall this exclusion impact Lessor’s
      right to create cost pools as described in Section 7.b. There shall be no
      duplication of items included in Building Service Expenses and Project
      Expenses.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (B)  Project
      Expenses.
      Building Operating Expenses shall include the Building’s equitable share of all
      direct costs of operation, maintenance, repair and management of the Project
      (as
      opposed to expenses relating solely to the Building or any other particular
      building within the Project) and/or the Exterior Common Area, determined by
      Lessor’s commercially reasonable real estate accounting practices, consistently
      applied (collectively, “Project Expenses”). Such costs shall be allocated by
      Lessor between the Building containing the Premises and the other buildings
      containing Rentable Area located within the Project from time to time, if any,
      in such manner as Lessor reasonably determines in good faith. If at any time
      the
      Building is the only building within the Project containing Rentable Area,
      then
      the Building’s share of Project Expenses shall equal one hundred percent (100%).
      Project Expenses as used herein shall include, but not be limited to, all sums
      expended in connection with all general maintenance, repairs, resurfacing,
      painting, restriping, cleaning, sweeping, and janitorial services; maintenance
      and repair of sidewalks, curbs, signs and other Exterior Common Areas;
      maintenance and repair of sprinkler systems, planting, and landscaping; trash
      removal; sewage; electricity, gas, water and any other utilities (including
      any
      temporary or permanent utility surcharge or other exaction whether now or
      hereafter imposed); maintenance and repair of directional signs and other
      markers and bumpers; maintenance and repair of any fire protection systems,
      elevator systems, lighting systems, storm drainage systems and other utility
      systems; any governmental imposition or surcharge imposed upon Lessor or
      assessed against the Exterior Common Area or the Project; materials; supplies,
      tools; depreciation on maintenance and operating machinery and equipment (if
      owned) and rental paid for such machinery and equipment (if rented); service
      agreements on equipment; maintenance and repair of parking areas and parking
      structures, if any; routine maintenance and repair of structural parts
      (including foundation and floor slabs); elevator services, if applicable;
      material handling; fees for licenses and permits relating to the Exterior Common
      Area; the cost of complying with rules, regulation and orders of governmental
      authorities to the extent provided in this Lease; accounting and legal fees;
      the
      cost of contesting the validity or applicability of any governmental enactment
      which may affect Project Expenses; personnel to implement such services,
      including if Lessor deems necessary, the cost of security guards and valet
      attendants; all annual assessments and special assessments levied or charged
      against the Project and/or Lessor pertaining to the Project by any owner’s
      association to which the Project is subject and/or otherwise under any matters
      of record to which the Project is subject; public liability, environmental
      impairments, property damage and fire and extended coverage insurance on
      Exterior Common Area (in such amounts and providing such coverage as determined
      in Lessor’s sole discretion and which may include, without limitation,
      liability, all risk property, lessor’s risk liability, war risk, vandalism,
      malicious mischief, sprinkler leakage, boiler and machinery, parking income,
      earthquake, flood and worker’s compensation insurance); compensation and fringe
      benefits payable to all persons employed by Lessor in connection with the
      operation, maintenance, repair and management of the Exterior Common Area;
      and a
      management fee not to exceed five percent (5%) of gross receipts from the
      Project (exclusive of amounts collected from tenants of any building within
      the
      Project under their respective leases). Lessor may cause any or all of said
      services to be provided by an independent contractor or contractors, or they
      may
      be rendered by Lessor. It is the intent of the parties hereto that Project
      Expenses shall include every cost paid or incurred by Lessor in connection
      with
      the operation, maintenance, repair and management of the Exterior Common Area,
      and the specific examples of Project Expenses stated in this Article 7 are
      in no
      way intended to, and shall not limit the costs comprising Project Expenses,
      nor
      shall such examples be deemed to obligate Lessor to incur such costs or to
      provide such services or to take such actions except as Lessor may be expressly
      required in other portions of this Lease, or except as Lessor, in its sole
      discretion, may elect. The maintenance of the Exterior Common Areas shall be
      reasonably determined by Lessor so as to maintain the same in good condition
      and
      repair, reasonable wear and tear excepted (subject to the express provisions
      of
      this Lease governing maintenance, repair, replacement, casualty and
      condemnation) and all costs incurred by Lessor in good faith shall be deemed
      conclusively binding on Lessee. If less than one hundred percent (100%) of
      the
      Rentable Area of the Project is occupied during any calendar year, then in
      calculating Project Expenses for such year, the components of Project Expenses
      which vary based upon occupancy level shall be adjusted to equal Lessor’s
      reasonable estimate of the amount of such Project Expenses had one hundred
      percent (100%) of the total Rentable Area of the Project been occupied during
      such year. In addition, if Lessor is not furnishing any particular work or
      service (the cost of which, if performed by Lessor, would be included in Project
      Expenses) to a tenant who has undertaken to perform such work or service in
      lieu
      of the performance thereof by Lessor, then for purposes of determining the
      fraction which is Lessee’s Percentage Share of Project Expenses for such item(s)
      of work and/or service, the rentable square footage of the premises of such
      tenant(s) shall be excluded from the denominator. 

     

    
      
        
        

      

      
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    However,
      notwithstanding the foregoing or anything to the contrary contained in this
      Lease, in no event shall Project Expenses include (1) costs, including permit,
      license and inspection costs, incurred with respect to the installation of
      tenant improvements to other tenant’s leased premises within the Building or
      incurred in renovating or otherwise improving, decorating, painting or
      redecorating vacant leasable space within the Building, (2) costs in order
      to
      market space to potential tenants, leasing commissions, and attorneys’ fees in
      connection with the negotiation and preparation of letters, deal memos, letters
      of intent, leases, subleases and/or assignments or other costs in connection
      with lease, sublease and/or assignment negotiations with present or prospective
      tenants or other occupants of the Building, (3) reserves (except that nothing
      contained herein shall be deemed to prevent Lessor’s collection of anticipated
      Building Service Expenses for the current year), (4) ground lease rental on
      any
      underlying ground lease or interest, principal, points and/or fees on debts
      or
      amortization on any mortgage or mortgages or any other debt instrument
      encumbering the Building, (5) to the extent any employee of Lessor spends only
      a
      portion of his or her time working with respect to the Building (as opposed
      to
      full time work with respect to the Building), a prorated amount of such
      employee’s wages, salaries and compensation based upon the portion of time spent
      by such employee with respect to the projects other than the Building, (6)
      increased costs of performance or other costs or damages directly resulting
      from
      the negligence or willful misconduct of Lessor or Lessor’s agents, employees or
      contractors, (7) costs (including attorney’s fees and costs) incurred due to
      violation by Lessor or any other tenant in the Building of the terms and
      conditions of any lease for space within the Building or arising out of any
      other dispute between Lessor and any other tenant, (8) the cost of any service
      provided to Lessee or other occupants of the Building or other cost includable
      in Building Service Expenses pursuant hereto for which Lessor is, or is entitled
      to be, separately reimbursed by insurance, third parties or otherwise (other
      than reimbursement by lessees as a part of their respective payments of Building
      Service Expenses), (9) charitable or political contributions, (10) interest,
      penalties or other costs arising out of Lessor’s failure to make timely payment
      of its obligations, (11) overhead and profit paid to Lessor or to subsidiaries
      or affiliates of Lessor for goods and/or services in the Building to the extent
      the same exceeds the costs of such goods and/or services rendered by qualified,
      unaffiliated third parties on a competitive basis, (12) costs to remediate
      Hazardous Materials located upon, within or beneath the Building prior to the
      Commencement Date, (13) costs (other than ordinary maintenance) for sculpture,
      paintings and other objects of art, (14) costs associated with the operation
      of
      the business of the partnership or entity which constitutes Lessor as the same
      are distinguished from the costs of the operation of the Project, including
      partnership accounting and legal matters, costs of defending any lawsuits with
      any mortgagee, costs of selling, syndicating, financing, mortgaging or
      hypothecating any of Lessor’s interest in the Project, costs of any disputes
      between Lessor and its employees (if any) not engaged in the operation of the
      Project, disputes of Lessor with Project management, or outside fees paid in
      connection with disputes with other Project lessees or occupants, (15) leasing
      commissions and other similar costs associated with marketing the Building,
      (16)
      costs incurred for restoration following condemnation to the extent reimbursed
      by insurance proceeds (provided that insurance deductibles and uninsured
      casualty damage up to $50,000 per occurrence (or such higher amount, not to
      exceed $100,000, as may be then commercially reasonable as an insurance
      deductible for comparable buildings in the Mountain View/Palo Alto area) shall
      be included in Building Service Expenses), (17) costs associated with
      alterations, improvements, repairs or replacements (including those resulting
      from any legal requirement that Lessor is permitted to charge to Lessee
      hereunder) that can be amortized in accordance with GAAP except to the extent
      amortized over the useful life of the item in question (reasonably determined
      in
      accordance with GAAP) at an interest rate that Lessor pays to finance such
      items
      or would be required to pay to an institutional lender if such financing were
      obtained, and (18) costs associated with any retail concession located at the
      Building; provided however, in no event shall this exclusion impact Lessor’s
      right to create cost pools as described in Section 7.b. There shall be no
      duplication of items included in Project Expenses and Building Service
      Expenses.

     

    (ii)  Project
      Taxes.
      “Building Taxes” as used in this Lease, shall mean those items of “Project
      Taxes” (as hereinafter defined) which relate solely to the Building, plus an
      equitable share of Project Taxes which relate to the land underlying the
      Project, to the Exterior Common Areas and/or to the Project as a whole (as
      opposed to Project Taxes relating solely to the Building or any other particular
      building within the Project), which equitable share shall be allocated by Lessor
      between the Building and the other buildings located within the Project from
      time to time, in such manner as Lessor reasonably determines in good faith.
      The
      term “Project Taxes” as used in this Lease shall collectively mean (to the
      extent any of the following are not paid by Lessee pursuant to Article 7.c.
      below) all: real estate taxes and general or assessments (including, but not
      limited to, assessments for public improvements or benefits); personal property
      taxes; taxes based on vehicles utilizing parking areas on the Parcel; taxes
      computed or based on rental income (including without limitation any municipal
      business tax but excluding federal, state and municipal net income taxes);
      Environmental Surcharges; excise taxes; gross receipts taxes; sales and/or
      use
      taxes; employee taxes; water and sewer taxes, levies, assessments and other
      charges in the nature of taxes or assessments (including, but not limited to,
      assessments for public improvements or benefit); and all other governmental,
      quasi-governmental or special district impositions of any kind and nature
      whatsoever, regardless of whether now customary or within the contemplation
      of
      the parties hereto and regardless of whether resulting from increased rate
      and/or valuation, or whether extraordinary or ordinary, general or special,
      unforeseen or foreseen, or similar or dissimilar to any of the foregoing which
      during the Lease Term are laid, levied, assessed or imposed upon Lessor and/or
      become a lien upon or chargeable against the Project or the Premises, Building,
      Common Area and/or Parcel under or by virtue of any present or future laws,
      statutes, ordinances, regulations, or other requirements of any governmental
      authority or quasi-governmental authority or special district having the direct
      or indirect power to tax or levy assessments whatsoever. The term “Environmental
      Surcharges” shall include any and all expenses, taxes, charges or penalties
      imposed by the Federal Department of Energy, Federal Environmental Protection
      Agency, the Federal Clean Air Act, or any regulations promulgated thereunder,
      or
      imposed by any other local, state or federal governmental agency or entity
      now
      or hereafter vested with the power to impose taxes, assessments or other types
      of surcharges as a means of controlling or abating environmental pollution
      or
      the use of energy in regard to the use, operation or occupancy of the Project
      including the Premises, Building, Common Area and/or Parcel. The term “Project
      Taxes” shall include (to the extent the same are not paid by Lessee pursuant to
      Article 7.c. below), without limitation: the cost to Lessor of contesting the
      amount or validity or applicability of any Project Taxes described above; and
      all taxes, assessments, levies, fees, impositions or charges levied, imposed,
      assessed, measured, or based in any manner whatsoever upon or with respect
      to
      the use, possession, occupancy, leasing, operation or management of the Project
      (including, without limitation, the Premises, Building, Common Area and/or
      Parcel) or in lieu of or equivalent to any Project Taxes set forth in this
      Article 7.b.(ii). Notwithstanding the foregoing, or anything to the contrary
      contained in this Lease, in no event shall Building Taxes or Project Taxes
      include (nor shall Building Service Expenses or Project Expenses include):
      Taxes, assessments, all other governmental levies, and any increases in the
      foregoing occasioned by or relating to (i) land and improvements not reserved
      for Lessee's exclusive or nonexclusive use, (ii) a voluntary or involuntary
      change of ownership or other conveyance of the real property of which the
      Premises is a part (a) to any person or entity affiliated with or related to
      Lessor or the partners, shareholders, officers or directors of Lessor or (b)
      in
      connection with estate planning or (c) which is not otherwise a bona fide,
      arm's
      length sale to an unrelated third party, (iii) assessments and other fees for
      improvements and services which do not benefit the Premises or the Building,
      (iv) construction of improvements exclusively for other occupants of the
      Project, (v) estate, inheritance and income taxes, or (vi) assessments, except
      to the extent such assessments are paid by Lessor over the longest possible
      term
      without incurring a penalty.

     

    
      
        
        

      

      
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    If
      at any
      time during the Term, Project Taxes are under-assessed by the taxing authorities
      so that they are not computed on a fully-completed and occupied basis in
      accordance with the then applicable taxing authority of the governmental
      entities having jurisdiction, Lessor shall have the right, but not the
      obligation, to adjust Project Taxes to reflect the amount that Project Taxes
      would be if the Project were assessed on a fully-completed and occupied basis,
      as determined in Lessor’s reasonable discretion, and such adjusted amount shall
      be allocated to the Project in accordance with the terms of this
      Lease.

     

    c.  Other
      Taxes.
      Lessee
      shall pay the following:

     

    (i)  Lessee
      shall pay (or reimburse Lessor as additional rent if Lessor is assessed), before
      delinquency, any and all taxes levied or assessed, and which become payable
      for
      or in connection with any period during the Term, upon all of the following
      (collectively, “Leasehold Improvements and Personal Property”): Lessee’s
      Leasehold Improvements, equipment, furniture, furnishings, fixtures,
      merchandise, inventory, machinery, appliances and other personal property
      located in the Premises; except only that which has been paid for by Lessor
      and
      is the standard of the Building. Lessee hereby acknowledges receipt of a copy
      of
      a schedule setting forth the improvements comprising the standard of the
      Building. If any or all of the Leasehold Improvements and Personal Property
      are
      assessed and taxed with the Project, Lessee shall pay to Lessor such taxes
      within ten (10) days after delivery to Lessee by Lessor of a statement in
      writing setting forth the amount applicable to the Leasehold Improvements and
      Personal Property. If the Leasehold Improvements and Personal Property are
      not
      separately assessed on the tax statement or bill, Lessor’s reasonable good faith
      determination of the amount of such taxes applicable to the Leasehold
      Improvements and Personal Property shall be a conclusive determination of
      Lessee’s obligation to pay such amount as so determined by Lessor.

     

    (ii)  Lessee
      shall pay (or reimburse Lessor if Lessor is assessed, as additional rent),
      prior
      to delinquency or within thirty (30) days after receipt of a statement thereof,
      any and all other taxes, levies, assessments, or surcharges payable by Lessor
      or
      Lessee and relating to this Lease, the Premises or Lessee’s activities in the
      Premises (other than Lessor’s net income, succession, transfer, gift, franchise,
      estate, or inheritance taxes), whether or not now customary or within the
      contemplation of the parties hereto, now in force or which may hereafter become
      effective, including but not limited to taxes: (1) upon, allocable to, or
      measured by the area of the Premises or on the Rentals payable hereunder,
      including without limitation any gross income, gross receipts, excise, or other
      tax levied by the state, any political subdivision thereof, city or federal
      government with respect to the receipt of such Rentals; (2) upon or with respect
      to the use, possession, occupancy, leasing, operation and management of the
      Premises or any portion thereof; (3) upon this transaction or any document
      to
      which Lessee is a party creating or transferring an interest or an estate in
      the
      Premises; or (4) imposed as a means of controlling or abating environmental
      pollution or the use of energy, including, without limitation, any parking
      taxes, levies or charges or vehicular regulations imposed by any governmental
      agency. Lessee shall also pay, prior to delinquency, all privilege, sales,
      excise, use, business, occupation, or other taxes, assessments, license fees,
      or
      charges levied, assessed, or imposed upon Lessee’s business operations conducted
      at the Premises. 

     

    
      
        
        

      

      
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    (iii)  Any
      payments made by Lessee directly to the applicable taxing authority pursuant
      to
      this subsection 7.c. shall be made prior to the applicable delinquency date
      for
      such payment, and Lessee shall deliver evidence of such payment to Lessor within
      fifteen (15) days thereafter.

     

    8.  USE.

     

    a.  In
      no
      event shall Lessee use or permit any of their employees, agents,
      representatives, contractors and/or invitees (“Lessee’s Agents”) the use of the
      Premises for any purpose other than general office use and other lawful uses
      incidental thereto consistent with operation primarily for general office use
      (including at Lessee’s option occasional reconfiguration of servers used by
      Lessee and shipping). Lessor and Lessee hereby acknowledge and agree that the
      foregoing use restriction is an absolute prohibition against a change in use
      of
      the Premises as contemplated under California Civil Code Section 1997.230.
      Lessee shall not do or permit Lessee’s Agents to do anything in or about the
      Premises nor bring or keep anything therein which will in any way increase
      the
      existing rate of or affect any fire or other insurance upon the Building or
      the
      Project or any of its contents, or cause cancellation of any insurance policy
      covering the Building or the Project or any part thereof or any of its contents.
      Lessee shall not, without prior consent of Lessor, bring into the Building
      or
      the Premises or use or incorporate in the Premises any apparatus, equipment
      or
      supplies that may cause substantial noise, odor, or vibration or overload the
      Premises or the Building or any of its utility or elevator systems or jeopardize
      the structural integrity of the Building or any part thereof. Lessee and
      Lessee’s Agents shall not use, store, or dispose of any “Hazardous Materials”
(defined below) on any portion of the Project, except, however, that nothing
      contained in this Lease shall be deemed to prohibit Lessee’s use of customary
      general office and janitorial supplies typically used in an office area in
      the
      ordinary course of business, such as copier toner, liquid paper, glue and ink,
      for use in the manner for which they were designed, in such amounts and in
      a
      manner as is normal for first-class general office use but containing substances
      technically constituting Hazardous Materials under this Lease (collectively,
      “Standard Office Hazardous Materials”). Without limiting the generality of the
      foregoing, Lessee shall not (either with or without negligence) cause, or permit
      Lessee’s Agents to cause, the escape, disposal or release of any Hazardous
      Materials in, on or below the Premises or any other portion of the Project.
      If
      any lender or governmental agency shall ever reasonably require testing to
      ascertain whether or not there has been any release or other use of Hazardous
      Materials at the Premises by Lessee or Lessee’s Agents during the Term of this
      Lease, and it is determined that there has been a release or other use of
      Hazardous Materials at the Premises by Lessee or Lessee’s Agents during the Term
      of this Lease (other than use of Standard Office Hazardous Materials as provided
      for herein), then the reasonable costs thereof shall be reimbursed by Lessee
      to
      Lessor upon demand as additional rent. In addition, Lessee shall execute such
      affidavits, representations and certifications as may be reasonably required
      by
      Lessor from time to time concerning Lessee’s best knowledge and belief regarding
      the presence of Hazardous Materials at the Premises. Lessee shall indemnify,
      defend with counsel reasonably acceptable to Lessor, and hold Lessor and
      Lessor’s employees, agents, partners, officers, directors and shareholders
      harmless from and against any and all claims, actions, suits, proceedings,
      orders, judgment, losses, costs, damages, liabilities, penalties, or expenses
      (including, without limitation, attorneys’ fees) arising in connection with the
      breach of the obligations described in any of the previous four sentences and
      the obligations of Lessee pursuant hereto and under the previous four sentences
      shall survive the Lease Termination. As used in this paragraph, “Hazardous
      Materials” means any chemical, substance or material which has been determined
      or is hereafter determined by any federal, state, or local governmental
      authority to be capable of posing risk of injury to health or safety, including,
      without limitation, petroleum, asbestos, polychlorinated biphenyls, radioactive
      materials, radon gas, and/or biologically and/or chemically active materials.
      Without limiting the generality of the foregoing, the definition of “Hazardous
      Materials” shall include those definitions found in the Comprehensive
      Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C.
§§
9601 et
      seq.,
      the
      Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et
      seq.,
      the
      Hazardous Materials Transportation Authorization Act, 49 U.S.C. §§ 5101
et
      seq.,
      the
      National Environmental Policy Act, 42 U.S.C. §§ 4321 et
      seq.,
      the
      Clean Water Act, 33 U.S.C. §§ 1251 et
      seq.,
      the
      Clean Air Act, 42 U.S.C. §§ 7401 et
      seq.,
      the
      Toxic Substances Control Act, 15 U.S.C. §§ 2601 et
      seq.,
      the
      Safe Drinking Water Act, 42 U.S.C. §§ 300f et
      seq.,
      the
      Occupational Safety and Health Act, 29 U.S.C. §§ 651 et
      seq.,
      Division 20 of the California Health and Safety Code commencing at Section
      24000, Division 7 of the California Water Code commencing at Section 13000,
      each
      as amended from time to time, and all similar federal, state and local statutes
      and ordinances and all rules, regulations or policies promulgated thereunder.
      Lessee shall not do or permit Lessee’s Agents to do anything in or about the
      Premises which will in any way obstruct or interfere with the rights of other
      tenants or occupants of the Building or the Project or injure or annoy them
      or
      use or allow the Premises to be used for any improper, immoral, unlawful or
      objectionable purpose, nor shall Lessee cause, maintain or permit any nuisance
      in, on or about the Premises. Lessee shall not commit or suffer to be committed
      any waste in or upon the Premises.

     

    Lessor
      represents and warrants to Lessee that Lessor has no actual knowledge (without
      duty of investigation or imputation of knowledge) of any Hazardous Materials
      existing in or about the Premises or other portions of the Project at levels
      which pose a material health risk or are reasonably likely to have a material
      and adverse affect upon the operation of Lessee’s business from the Premises
      (including, without limitation, access to and/or use of the Premises and parking
      areas serving the Project). Lessor shall promptly notify Lessee of any Hazardous
      Materials actually known by Lessor (without duty of investigation or imputation
      of knowledge) to exist in or about the Premises or other portions of the Project
      at levels which otherwise pose a material risk of having a material and adverse
      affect upon the operation of Lessee’s business from the Premises (including,
      without limitation, access to and/or use of the Premises and parking areas
      serving the Project). Notwithstanding anything to the contrary contained herein,
      Lessee shall not be responsible (either directly or as an item of Building
      Service Expenses or as an item of Project Expenses) for costs related to the
      testing, remediation and/or presence of Hazardous Materials on or about the
      Premises or Project except to the extent caused to be present thereon or
      thereabout by Lessee or Lessee’s Agents.

     

    
      
        
        

      

      
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    b.  Effect
      of Use Restriction.
      Lessor
      and Lessee hereby acknowledge and agree that the use restriction set forth
      in
      subsection 8.a. above shall be deemed reasonable in all respects and under
      all
      circumstances. Lessor and Lessee further acknowledge and agree that,
      notwithstanding any provision of this Lease to the contrary, (i) in the event
      Lessee requests Lessor’s consent to a proposed assignment of this Lease or
      subletting of the Premises, Lessor shall be deemed reasonable in withholding
      its
      consent to such assignment or subletting if the proposed assignee or subtenant
      desires to use the Premises for any purpose other than as expressly provided
      in
      subsection 8.a. above, and (ii) in the event of a default by Lessee under the
      Lease, the enforcement of the use restriction set forth in subsection 8.a.
      above
      shall be deemed reasonable for purposes of computing the rental loss that could
      be or could have been reasonably avoided by Lessor pursuant to California Civil
      Code Section 1951.2 and in connection with the exercise of Lessor’s remedies
      under California Civil Code Section 1951.4.

     

    Notwithstanding
      the preceding to the contrary, if Lessor withholds its consent to an assignment
      of the Lease or subletting of the Premises based upon the desire of the proposed
      assignee or subtenant to use the Premises for any purpose other than as
      expressly provided in subsection 8.a. above, or if Lessee is in default under
      this Lease, then, prior to commencing or pursuing any claim or defense against
      Lessor based upon the unreasonableness of the use restriction set forth in
      subsection 8.a. above, Lessee shall provide Lessor with written notice (by
      certified mail, postage prepaid and return receipt requested) setting forth
      Lessee’s objections to the enforcement of the use restriction in such instance,
      the basis upon which Lessee intends to demonstrate that the enforcement of
      such
      use restriction would be unreasonable in such instance, and the use(s) which
      Lessee believes Lessor should allow Lessee or its proposed assignee or
      subtenant, as the case may be, to make of the Premises. Within thirty (30)
      days
      of Lessor’s receipt of Lessee’s written notice of objection, Lessor shall
      provide Lessee with written notice of Lessor’s election to either (A) enforce
      the use restriction set forth in subsection 8.a. above, or (B) permit a change
      in the use of the Premises, provided that such proposed use shall in no event
      (1) require the use, storage or disposal of Hazardous Materials on or about
      the
      Premises or the Project, (2) increase or affect any fire or other insurance
      covering the Building or the Project, (3) interfere with the rights of other
      tenants of the Building or Project, including, without limitation, any exclusive
      use rights of such tenants, (4) be in violation of applicable federal, state
      or
      local laws, rules, regulations, codes or ordinances, or (5) require Lessor
      to
      construct or install, or to provide any allowance for the construction or
      installation of, any tenant improvements in the Premises. Notwithstanding the
      preceding to the contrary, in no event shall Lessor have any obligation to
      allow
      a change in the use of the premises, it being expressly understood by the
      parties that the use restriction set forth in subsection 8.a. above is an
      absolute prohibition against a change in use of the Premises. In the event
      Lessor fails to provide Lessee with written notice of its election to either
      enforce the use restriction or allow a change in use of the Premises within
      said
      thirty (30) day period, Lessor shall be deemed to have elected to enforce the
      use restriction. In the event Lessor elects or is deemed to have elected to
      enforce the use restriction as provided hereinabove, Lessee shall have the
      right
      to pursue such valid claims or defenses against Lessor as may be permitted
      under
      California Civil Code section 1997.040 and which Lessee is able to
      prove.

     

    9.  COMPLIANCE
      WITH LAWS.
      Lessee
      shall not use the Premises or permit anything to be done in or about the
      Premises by Lessee’s Agents which will in any way knowingly conflict with or
      violate any law, statute, ordinance, order or governmental rule or regulation
      or
      requirement of duly constituted public authorities or quasi-public authorities
      now in force or which may hereafter be enacted or promulgated. Lessee shall,
      at
      its sole cost and expense, promptly comply with all laws, statutes, ordinances,
      orders and governmental or quasi-governmental rules, regulations or requirements
      now in force or which may hereafter be in force and with all recorded documents
      which relate to or affect the condition, particular use or occupancy of the
      Premises, and with the requirements of any board of fire insurance underwriters
      or other similar bodies now or hereafter constituted, relating to, or affecting
      the condition, use or occupancy of the Premises, excluding capital improvements
      or other alterations not related to or affected by Lessee’s improvements or
      particular use of the Premises; provided however, Lessee’s responsibility shall
      not extend to the cost of compliance for any condition of the Premises that
      existed prior to the Commencement Date. The judgment of any court of competent
      jurisdiction or the admission of Lessee in any action against Lessee, whether
      Lessor be a party thereto or not, that Lessee has violated any law, statute,
      ordinance, or governmental or quasi-governmental rule, regulation or
      requirement, shall be conclusive of that fact as between the Lessor and Lessee.
      Lessee shall obtain, prior to taking possession of the Premises, all permits,
      licenses, or other authorizations for the lawful operation of its business
      at
      the Premises. Lessee shall indemnify, defend with counsel acceptable to Lessor
      and hold Lessor and Lessor’s employees, agents, partners, officers, directors
      and shareholders harmless from and against any claim, action, suit, proceeding,
      order, judgment, liability, penalty or expense (including, without limitation,
      attorneys’ fees) arising out of the failure of Lessee to comply with any
      applicable law, statute, ordinance, order, rule, regulation, requirement or
      recorded document, with which Lessee is obligated under the terms of this Lease
      to comply. Lessee acknowledges that Lessee has independently investigated and
      is
      satisfied that the Premises are suitable for Lessee’s intended use.


     

    Lessor
      and Lessee acknowledge that, in accordance with the provisions of the Americans
      with Disabilities Act of 1990 (the “ADA”), responsibility for compliance with
      the terms and conditions of Title III of the ADA may be allocated as between
      Lessor and Lessee. In this regard and notwithstanding anything to the contrary
      contained in the Lease, Lessor and Lessee agree that the responsibility for
      compliance with the ADA (including, without limitation, the removal of
      architectural and communications barriers and the provision of auxiliary aids
      and services to the extent required) shall be allocated as follows: (i) Lessee
      shall be responsible for compliance with the provisions of Title I of the ADA,
      and of Title II and Title III of the ADA as Titles II and III relate to any
      construction, renovations, alterations and repairs made within the Premises
      if
      such construction, renovations, alterations and repairs are made by Lessee,
      at
      its expense without the assistance of Lessor; (ii) Lessor shall be responsible
      for compliance with the provisions of Title II and III of the ADA for all
      construction, renovations, alterations and repairs which Lessor is required,
      under this Lease, to make within the Premises, whether (pursuant to the relevant
      provisions of the Lease) at Lessor’s or Lessee’s expense and the Lessee
      Improvement Allowance (as defined in Exhibit “C”) will not be used by Lessor to
      bring the Premises into compliance; and (iii) Lessor shall be responsible for
      compliance with the provisions of Title III of the ADA for all exterior and
      interior areas of the Building not included within the Premises except to the
      extent such compliance is necessitated as a result of Lessee’s particular use
      of, or alterations to, the Premises. Lessor agrees to indemnify, defend and
      hold
      Lessee harmless from and against any claims, damages, costs and liabilities
      arising out of Lessor’s failure, or alleged failure, as the case may be, to
      comply with the ADA, to the extent such compliance has been allocated to Lessor
      herein, which indemnification obligation shall survive the expiration or
      termination of this Lease if the Lease has not been terminated by reason of
      a
      default by Lessee. Lessee agrees to indemnify, defend and hold Lessor harmless
      from and against any claims, damages, costs and liabilities arising out of
      Lessee’s failure, or alleged failure, as the case may be, to comply with the ADA
      to the extent such compliance has been allocated to Lessee herein, which
      indemnification obligation shall survive the expiration or termination of this
      Lease. Lessor and Lessee each agree that the allocation of responsibility for
      ADA compliance shall not require Lessor or Lessee to supervise, monitor or
      otherwise review the compliance activities of the other with respect to its
      assumed responsibilities for ADA compliance as set forth in this Article 9.
      Lessor shall, in complying with the ADA (to the extent such compliance has
      been
      allocated to Lessor herein), be entitled to rely upon representations made
      to,
      or information given to Lessor by Lessee in regard to Lessee’s use of the
      Premises, Lessee’s employees, and other matters pertinent to compliance with the
      ADA. The indemnity of Lessee set forth above shall apply as to any liability
      arising against Lessor by reason of any misrepresentations or misinformation
      given by Lessee to Lessor. The allocation of responsibility for ADA compliance
      between Lessor and Lessee, and the obligations of Lessor and Lessee established
      by such allocations, shall supersede any other provisions of the Lease that
      may
      contradict or otherwise differ from the requirements of this Article 9.


     

    
      
        
        

      

      
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    10.  ALTERATIONS
      AND ADDITIONS.

     

    a.  Lessee’s
      Alterations.
      Lessee
      shall not make or suffer to be made any alterations, additions, changes or
      improvements (collectively, “Alterations”) to or of the Premises, or any part
      thereof without Lessor’s prior written consent, which consent shall not, except
      as otherwise expressly provided in the Lease, be unreasonably withheld; except,
      however, that without Lessor’s consent but upon at least ten (10) business days
      prior written notice to Lessor, Lessee may make interior, non-structural
      Alterations costing less than Ten Thousand Dollars ($10,000.00) in any one
      instance and not (1) requiring the demolition of any material improvements
      existing as of the Commencement Date, or (2) materially affecting the mechanical
      or utility systems serving the Premises or the exterior appearance of the
      Building. Lessor may impose, as a condition to the aforesaid consent, such
      requirements as Lessor may deem reasonably appropriate in its reasonable
      discretion, including without limitation: the manner in which the work is done;
      a right of approval of the contractor by whom the work is to be performed;
      the
      times during which such work is to be accomplished; the requirement that Lessee
      post a lien and completion bond (or its equivalent) in an amount equal to one
      and one-half times any and all estimated Alterations costs and otherwise in
      form
      reasonably satisfactory to Lessor to insure Lessor against any liability for
      mechanics’ and materialmen’s liens and to insure completion of the work; the
      requirement that Lessee reimburse Lessor, as additional rent, for Lessor’s
      actual and reasonable costs incurred in reviewing any proposed Alterations,
      whether or not Lessor’s consent is granted; and the requirement that at Lease
      Termination, either (i) Lessee, at its expense, will remove any and all such
      Alterations designated for removal by Lessor at the time Lessor approves such
      Alteration, and Lessee shall, at its cost, promptly repair all damages to the
      Project caused by such removal, or (ii) the Alterations made by Lessee shall
      remain with the Premises, be a part of the realty, and belong to Lessor. If
      Lessor consents to any Alterations to the Premises by Lessee, the same shall
      be
      made by Lessee at Lessee’s sole cost and expense in accordance with plans and
      specifications approved by Lessor. Any such Alterations made by Lessee shall
      be
      performed in accordance with all applicable laws, ordinances and codes and
      in a
      first class workmanlike manner, and shall not weaken or impair the structural
      strength or lessen the value of the Building, shall not invalidate, diminish,
      or
      adversely affect any warranty applicable to the Building or any other
      improvements located within the Project, including any equipment therein, and
      shall be performed in a manner causing Lessor and Lessor’s agents and other
      tenants of the Building the least interference and inconvenience practicable
      under the circumstances. In making any such Alterations, Lessee shall, at
      Lessee’s sole cost and expense:

     

    (i)  File
      for
      and secure any necessary permits or approvals from all governmental departments
      or authorities having jurisdiction, and any utility company having an interest
      therein,

     

    (ii)  Notify
      Lessor in writing at least fifteen (15) days prior to the commencement of work
      on any Alteration, so that Lessor can post and record appropriate notices of
      non-responsibility, and

     

    (iii)  Provide
      Lessor with copies of all drawings and specifications prior to commencement
      of
      construction of any Alterations, and provide Lessor with “as built” plans and
      specifications (on CAD diskette if available) following completion of such
      Alterations.

     

    In
      no
      event shall Lessee make or suffer to be made any Alteration to the mechanical
      or
      utility systems of the Building, to the Common Area or the structural portions
      of the Building or any part thereof without Lessor’s prior written consent,
      which consent may be withheld in Lessor’s sole discretion.

     

    b.  Removal.
      Upon
      Lease Termination, Lessee shall, upon written demand by Lessor at Lessee’s sole
      cost and expense, forthwith and with all due diligence remove any Alterations
      made by Lessee, designated by Lessor to be removed at the time Lessor approved
      such Alteration and Lessee shall, forthwith and with all due diligence at its
      sole cost and expense, repair any damage to the Project caused by such removal.
      Lessee shall also, upon Lease Termination and provided that Lessee is not then
      in default hereunder beyond any applicable notice and cure period, remove
      Lessee’s movable equipment, furnishings, trade fixtures and other personal
      property (excluding any Alterations made by Lessee not specifically designated
      by Lessor to be removed), provided that Lessee shall, forthwith and with all
      due
      diligence at its sole cost and expense, repair any damages to the Project caused
      by such removal. Unless Lessor elects to have Lessee remove any such Alterations
      as provided above, all such Alterations except for movable furniture and trade
      fixtures of Lessee not permanently affixed to the Premises, shall become the
      property of Lessor upon Lease Termination (without any payment therefor) and
      remain upon and be surrendered with the Premises. However, Lessee shall have
      the
      right, prior to the expiration of the Term or earlier termination of this Lease,
      to remove any of Lessee’s furniture and trade fixtures located in the Premises,
      provided that Lessee promptly repairs any damage to the Premises resulting
      from
      such removal. Notwithstanding anything to the contrary contained in this Lease,
      in no event shall Lessee be required to remove or pay for the removal of any
      of
      the Lessee Improvements installed pursuant to the terms of Exhibit “C” attached
      hereto.

     

    
      
        
        

      

      
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    c.  Alterations
      Required by Law.
      Lessee
      shall pay to Lessor as additional rent, the cost of any structural or
      non-structural alteration, addition or change to the Building and/or at Lessor’s
      election, shall promptly make, at Lessee’s sole expense and in accordance with
      the provisions of subsection 10.a. above, any structural or non-structural
      alteration, addition or change to the Premises required to comply with laws,
      regulations, ordinances or orders of any public agencies, whether now existing
      or hereinafter promulgated, where such alterations, additions or changes are
      required by reason of: Lessee’s or Lessee’s Agents’ acts; Lessee’s particular
      use or change of use to the Premises or alterations or improvements to the
      Premises made by Lessee; or Lessee’s application for any permit or governmental
      approval.

     

    d.  Lessor’s
      Improvements.
      All
      fixtures, improvements or equipment which are installed, constructed on or
      attached to the Premises, or any part of the Project by Lessor at its expense
      shall be a part of the realty and belong to Lessor.

     

    11.  REPAIRS.

     

    a.  By
      Lessee.
      Except
      as otherwise set forth in this Lease, by taking possession of the Premises,
      Lessee shall be deemed to have accepted the Premises as being in good and
      sanitary order, condition and repair and to have accepted the Premises in their
      condition existing as of the date of such possession, subject to all applicable
      laws, covenants, conditions, restrictions, easements, and other matters of
      public record and the Rules and Regulations from time to time promulgated by
      Lessor governing the use of any portion of the Project. Lessee shall further
      be
      deemed to have accepted Lessee Improvements constructed by Lessor, if any,
      as
      being completed in accordance with the plans and specifications for such
      improvements, excluding only the punch list items referred to in Article 4.a.
      above. Subject to the provisions granting Lessor an opportunity to perform
      repairs upon written notice from Lessee as set forth in Article 11.b., Lessor
      represents and warrants that as of the Commencement Date the Premises and
      Building Systems (as defined in Exhibit
      C)
      servicing the Premises will be in good condition and repair and the roof
      watertight Except as set forth in Article 11.b. below, Lessee shall at Lessee’s
      sole cost and expense, keep every part of the Premises in good condition and
      repair, damage thereto from causes beyond the control of Lessee (and not caused
      by any act or omission of Lessee or Lessee’s Agents) and excepting ordinary wear
      and tear and repair and restoration required due to casualty or condemnation
      which Lessee is not required to repair pursuant to Article 21 or 24,
      respectively, below. If Lessee fails to maintain or repair the Premises as
      required by this Lease, Lessor may give Lessee written notice thereof and if
      Lessee fails to commence such required work immediately in an emergency or
      where
      immediate action is required to protect the Premises or any portion of the
      Project, or within thirty (30) days after such notice is given under other
      circumstances, and diligently prosecute it to completion, then Lessor or
      Lessor’s agents, in addition to all of the rights and remedies available
      hereunder or by law and without waiving any alternative remedies, shall have
      the
      right to enter the Premises and to do such acts and expend such funds at the
      expense of Lessee as are reasonably required to perform Lessee’s obligations
      under this Lease. Any amount so expended by Lessor shall be paid by Lessee
      to
      Lessor as additional rent, upon demand. With respect to any work performed
      by
      Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only
      for
      physical damage caused to Lessee’s personal property located within the Premises
      to the extent such damage is caused by Lessor’s negligence or willful
      misconduct, subject to the provisions of Article 15 below. In no event shall
      Lessor have any liability to Lessee for any inconvenience or interference with
      the use of the Premises by Lessee, or for any consequential damages, including
      lost profits, as a result of performing any such work. Except as specifically
      provided in an addendum, if any, to this Lease or in connection with Lessor’s
      obligations under 11.b. or Exhibit
      C,
      Lessor
      shall have no obligation whatsoever to alter, remodel, improve, repair, decorate
      or paint the Premises or any part thereof and the parties hereto affirm that
      Lessor has made no representations or warranties, express or implied, to Lessee
      respecting the condition of the Premises or any part of the Project except
      as
      specifically set forth in this Lease.

     

    b.  By
      Lessor.
      The
      costs of repairs and maintenance which are the obligation of Lessor under this
      Lease or which Lessor elects to perform under this Lease except such repairs
      and
      maintenance which are the responsibility of Lessee hereunder, shall be an
      Operating Expense except as otherwise set forth in this Lease. Notwithstanding
      anything to the contrary contained in this Lease, Lessor shall repair and
      maintain the structural portions of the Building at Lessor’s sole cost and
      expense, and subject to recovery as an Operating Expense, Lessor shall repair,
      maintain and replace, when necessary all non-structural items, including the
      roof membrane and all building systems including the basic plumbing, air
      conditioning, heating and electrical systems installed or furnished by Lessor,
      except to the extent such maintenance or repairs are caused by the act, neglect,
      fault or omission of any duty by Lessee or Lessee’s Agents, in which case Lessee
      shall pay to Lessor the reasonable cost of such maintenance or repairs as
      additional rent (subject to the terms of Article 15 hereof). Lessor shall not
      be
      liable for any failure to make any such repairs or to perform any maintenance
      for which Lessor is responsible as provided above unless Lessor fails to
      commence such work for a period of more than thirty (30) days after written
      notice of the need of such repairs or maintenance is given to Lessor by Lessee
      (or within a reasonable period of time in the event of an emergency) and the
      failure is due solely to causes within Lessor’s reasonable control. Except as
      provided in Article 21 of this Lease, there shall be no abatement of Rentals,
      and in any event there shall be no liability of Lessor by reason of any injury
      to or interference with Lessee’s business arising from the making of any
      repairs, alterations or improvements in or to any portion of the Project or
      in
      or to fixtures, appurtenances and equipment therein. Lessee waives the benefits
      of any statute now or hereafter in effect (including, without limitation, the
      provisions of subsection l of Section 1932, Section 1941 and Section 1942 of
      the
      California Civil Code and any similar or dissimilar law, statute or ordinance
      now or hereafter in effect) which would otherwise afford Lessee the right to
      make repairs at Lessor’s expense (or to deduct the cost of such repairs from
      Rentals due hereunder) or to terminate this Lease because of Lessor’s failure to
      keep the Premises in good and sanitary order.

     

    
      
        
        

      

      
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    12.  LIENS.
      Lessee
      shall keep the Premises and every portion of the Project free from any and
      all
      mechanics’, materialmen’s and other liens, and claims thereof, arising out of
      any work performed, materials furnished or obligations incurred by or for
      Lessee. Lessee shall indemnify and defend with counsel acceptable to Lessor
      and
      hold Lessor harmless from and against any liens, demands, claims, actions,
      suits, proceedings, orders, losses, costs, damages, liabilities, penalties,
      expenses, judgments or encumbrances (including without limitation, attorneys’
fees) arising out of any work or services performed or materials furnished
      by or
      at the direction of Lessee or Lessee’s Agents or any contractor employed by
      Lessee with respect to the Premises. Should any claims of lien relating to
      work
      performed, materials furnished or obligations incurred by Lessee be filed
      against, or any action be commenced affecting the Premises, any part of the
      Project, and/or Lessee’s interest therein, Lessee shall give Lessor notice of
      such lien or action within three (3) business days after Lessee receives notice
      of the filing of the lien or the commencement of the action. If Lessee does
      not,
      within twenty (20) days following the imposition of any such lien, cause such
      lien to be released of record by payment or posting of a proper bond, Lessor
      shall have, in addition to all other remedies provided herein and by law, the
      right, but not the obligation, to cause the same to be released by such means
      as
      it shall deem proper, including by payment of the claim giving rise to such
      lien
      or by posting a proper bond, or by requiring Lessee to post for Lessor’s benefit
      a bond, surety, or cash amount equal to one and one-half (l-1/2) times the
      amount of lien and sufficient to release the Premises and Project from the
      lien.
      All sums paid by Lessor pursuant to this Article 12 and all expenses incurred
      by
      it in connection therewith including attorneys’ fees and costs shall be payable
      to Lessor by Lessee as additional rent on demand.

     

    13.  ASSIGNMENT
      AND SUBLETTING.

     

    a.  Prohibitions
      in General.
      Lessee
      shall not (whether voluntarily, involuntarily, or by operation of law) assign
      this Lease or allow all or any part of the Premises to be sublet, without
      Lessor’s prior written consent in each instance, which consent shall not be
      unreasonably withheld, subject, nevertheless, to the provisions of this Article
      13. Without limiting the generality of the foregoing, and provided that Lessee
      provides reasonable advance written notice thereof to Lessor, Lessee shall
      have
      the right to sublease one office within the Premises which is not separately
      demised from the remainder of the Premises and which is used for the permitted
      use under this Lease. Notwithstanding anything to the contrary contained herein,
      Lessee shall have the right without Lessor’s prior consent and without being
      subject to Article 13.e. or 13.g. below, but upon not less than twenty (20)
      days
      prior written notice to Lessor, to assign this Lease or sublet the Premises
      to
      any entity (i) controlling, controlled by or having fifty percent (50%) or
      more
      common control with Lessee, or (ii) resulting from a merger or consolidation
      with Lessee or acquiring substantially all of the assets and/or substantially
      all of the stock of Lessee; provided that any such entity shall have a tangible
      net worth reasonably sufficient to meet the financial requirements of this
      Lease, and shall assume the obligations and liabilities of Lessee under this
      Lease (or such of such obligations and liabilities as are to be performed by
      the
      sublessee under the terms of the applicable sublease in the event of a
      sublease), and no such assignment or sublease shall in any manner release Lessee
      from its primary liability under this Lease (except in the case of an assignment
      to the surviving entity in a merger or consolidation transaction permitted
      pursuant to the foregoing provisions of this sentence where the prior “Lessee”
does not survive such merger or consolidation transaction). For all purposes
      of
      this Lease, a “Permitted Transfer” shall mean an assignment or subletting by
      Lessee which is permitted without Lessor’s prior consent pursuant to clause (i)
      or (ii) above. Except for an allowed assignment or subletting pursuant to the
      foregoing provisions of this paragraph, Lessee shall not (whether voluntarily,
      involuntarily, or by operation of law) (1) allow all or any part of the Premises
      to be occupied or used by any person or entity other than Lessee, (2) transfer
      any right appurtenant to this Lease or the Premises, (3) mortgage, hypothecate
      or encumber the Lease or Lessee’s interest in the Lease or Premises (or
      otherwise use the Lease as a security device) in any manner, or (4) permit
      any
      person to assume or succeed to any interest whatsoever in this Lease, without
      Lessor’s prior written consent in each instance, which consent may not be
      unreasonably withheld or delayed.

     

    Any
      assignment, sublease, hypothecation, encumbrance, or transfer other than a
      Permitted Transfer (collectively “Transfer”) without Lessor’s consent shall
      constitute a default by Lessee and shall be voidable. Lessor’s consent to any
      one Transfer shall not constitute a waiver of the provisions of this Article
      13
      as to any subsequent Transfer nor a consent to any subsequent Transfer. The
      provisions of this subsection 13.a. expressly apply to all heirs, successors,
      sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed
      Transfer, such Transfer shall be valid and the transferee shall have the right
      to take possession of the Premises only if the Assumption Agreement described
      in
      subsection 13.c. below is executed and delivered to Lessor, Lessee has paid
      the
      costs and fees described in subsection 13.i. below, and an executed counterpart
      of the assignment, sublease or other document evidencing the Transfer is
      delivered to Lessor and such transfer document contains the same terms and
      conditions as stated in Lessee’s notice given to Lessor pursuant to subsection
      13.d. below, except for any such modifications Lessor has consented to in
      writing. The acceptance of Rentals by Lessor from any person or entity other
      than Lessee shall not be deemed to be a waiver by Lessor of any provision of
      this Lease or to be a consent to any Transfer.

     

    b.  Collection
      of Rent.
      Lessee
      irrevocably assigns to Lessor, as security for Lessee’s obligations under this
      Lease, all rent not otherwise payable to Lessor by reason of any Transfer of
      all
      or any part of the Premises or this Lease. Lessor, as assignee of Lessee, or
      a
      receiver for Lessee appointed on Lessor’s application, may collect such rent and
      apply it toward Lessee’s obligations under this Lease; provided, however, that
      until the occurrence of any default by Lessee or except as provided by the
      provisions of subsection 13.f. below, Lessee shall have the right to collect
      such rent.

     

    
      
        
        

      

      
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    c.  Assumption
      Agreement.
      As a
      condition to Lessor’s consent to any Transfer of Lessee’s interest in this Lease
      or the Premises, Lessee and Lessee’s assignee, sublessee, encumbrancer,
      hypothecate, or transferee (collectively “Transferee”), shall execute a written
      Assumption Agreement, in a form approved by Lessor, which Agreement shall
      include a provision that Lessee’s Transferee shall expressly assume all
      obligations of Lessee under this Lease, and shall be and remain jointly and
      severally liable with Lessee for the performance of all conditions, covenants,
      and obligations under this Lease from the effective date of the Transfer of
      Lessee’s interest in this Lease (except that as to a subletting, such Assumption
      Agreement shall relate only to performance of Lessee’s non-rent payment
      obligations under this Lease relating to the portion of the Premises subleased).
      In no event shall Lessor have any obligation to materially amend or modify
      this
      Lease in connection with any proposed Transfer, including, without limitation,
      amending or modifying the use restriction set forth in subsection 8.a.
      above.

     

    d.  Request
      for Transfer.
      Lessee
      shall give Lessor at least thirty (30) days prior written notice of any desired
      Transfer and of the proposed terms of such Transfer, including but not limited
      to: the name and legal composition of the proposed Transferee; an audited
      financial statement of the proposed Transferee prepared in accordance with
      generally accepted accounting principles within one year prior to the proposed
      effective date of the Transfer; the nature of the proposed Transferee’s business
      to be carried on in the Premises; the payment to be made or other consideration
      to be given on account of the Transfer; and other such pertinent information
      as
      may be requested by Lessor, all in sufficient detail to enable Lessor to
      evaluate the proposed Transfer and the prospective Transferee. Lessee’s notice
      shall not be deemed to have been served or given until such time as Lessee
      has
      provided Lessor with all information specified above and all additional
      information requested by Lessor pursuant to this subsection 13.d. Lessee shall
      immediately notify Lessor of any modification to the proposed terms of such
      Transfer. Lessor shall grant or deny any request for consent hereunder within
      fifteen (15) days of receipt of the information required under this Article
      13.a. and any failure to so respond within such time frame shall be deemed
      a
      denial.

     

    e.  Excess
      Consideration.
      In the
      event of any Transfer (other than a Permitted Transfer), Lessor shall receive
      as
      additional rent hereunder, fifty percent (50%) of Lessee’s “Excess
      Consideration” derived from such Transfer. As used herein, “Excess
      Consideration” shall mean all rent, additional rent, key money, bonus money
      and/or other consideration received by Lessee from a Transferee and/or paid
      by a
      Transferee on behalf of Lessee in connection with the Transfer in excess of
      the
      rent, additional rent and other sums payable by Lessee under this Lease (on
      a
      per square foot basis if less than all of the Premises is subject to such
      Transfer), excluding any consideration attributable to the sale or lease of
      Lessee’s furniture, fixtures, or equipment in the Premises, less the sum of
      Lessee’s reasonable out-of-pocket costs incurred for brokerage commissions,
      attorneys’ fees and any Alterations to the Premises or improvement allowances in
      connection with such Transfer, any lease takeover payment paid to or for the
      benefit of the Transferee, any reasonable costs of advertising the Premises
      (or
      applicable portion thereof) for sublease or assignment. If part of the Excess
      Consideration shall be payable by the Transferee other than in cash, then
      Lessor’s share of such non-cash consideration shall be in such form as is
      reasonably satisfactory to Lessor.

     

    f.  Standards
      for Consent.
      Without
      otherwise limiting the criteria upon which Lessor may withhold its consent
      to
      any proposed Transfer, the parties hereby agree that it shall be deemed
      presumptively reasonable for Lessor to withhold its consent to a proposed
      Transfer if:

     

    (i)  The
      proposed Transferee’s net worth is not reasonably sufficient given the
      obligations to be performed under the proposed Transfer as reasonably determined
      by Lessor in good faith;

     

    (ii)  The
      proposed Transferee’s use of the Premises is inconsistent with the permitted use
      of the Premises set forth in this Lease or the proposed Transferee is of a
      character or reputation which is not consistent with the quality of the Building
      or Project;

     

    (iii)  As
      to a
      Transfer of less than all of the Premises, the space to be Transferred is not
      regular in shape with appropriate means of ingress and egress suitable for
      normal leasing purposes;

     

    (iv)  The
      proposed Transferee is a governmental agency or instrumentality thereof or
      a
      person or entity (or an affiliate thereof) currently leasing or occupying space
      within the Project or with whom Lessor is then negotiating for the lease or
      occupancy of space within the Project;

     

    (v)  Lessee
      is
      in default under this Lease at the time Lessee requests consent to the proposed
      Transfer; or

     

    (vi)  The
      proposed Transfer will result in more than a reasonable and safe number of
      occupants per floor within the space proposed to be Transferred or will result
      in insufficient parking for the Building.

     

    g.  Right
      of Recapture.
      In
      addition to and without limitation upon, the other rights of Lessor in the
      event
      of a proposed Transfer by Lessee pursuant to this Article 13, in the event
      of a
      proposed Transfer by Lessee of more than fifty percent (50%) of the Premises
      for
      substantially all of the remaining Term of the Lease, (other than a Permitted
      Transfer), Lessor may elect (by written notice delivered to Lessee within thirty
      (30) days following Lessee’s submission to Lessor of all information required
      pursuant to subsection 13.d. above) to terminate this Lease effective as of
      the
      date Lessee proposes to enter into such Transfer (or in the case of a proposed
      Transfer of less than all of the Premises, terminate this Lease as to the
      portion of the Premises proposed to be Transferred as of the date of such
      proposed Transfer). Nothing contained in this Article shall be deemed to nullify
      Lessor’s right to elect to terminate this Lease in accordance with this
      subsection 13.g. including, but not limited to, Lessor’s failure to exercise the
      right to terminate this Lease with respect to any previous Transfer. Further,
      Lessee understands and acknowledges that Lessor’s option to terminate this Lease
      rather than approve a proposed Transfer is a material inducement for Lessor’s
      agreeing to lease the Premises to Lessee upon the terms and conditions herein
      set forth and is deemed a reasonable limitation upon Lessee’s right to enter
      into a Transfer.

     

    
      
        
        

      

      
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    h.  Corporations
      and Partnerships.
      If
      Lessee is a partnership, a withdrawal or substitution (whether voluntary,
      involuntary, or by operation of law and whether occurring at one time or over
      a
      period of time) of any partner(s) owning fifty percent (50%) or more of the
      partnership, any assignment(s) of fifty percent (50%) or more (cumulatively)
      of
      any interest in the capital or profits of the partnership, or the dissolution
      of
      the partnership shall be deemed a Transfer of this Lease. If Lessee is a
      corporation, limited liability company or other entity, any dissolution, merger,
      consolidation or other reorganization of Lessee, any sale or transfer (or
      cumulative sales or transfers) of the capital stock of or equity interests
      in
      Lessee in excess of fifty percent (50%) or any sale (or cumulative sales) of
      more than fifty percent (50%) of the value of the assets of Lessee shall be
      deemed a Transfer of this Lease. This subsection 13.h. shall not apply to
      corporations the capital stock of which is traded on any national
      exchange.

     

    i.  Attorneys’
      Fees and Costs.
      Lessee
      shall pay, as additional rent, Lessor’s actual and reasonable costs and
      attorneys’ fees incurred for reviewing, investigating, processing and/or
      documenting any requested Transfer, whether or not Lessor’s consent is granted,
      up to a maximum of $1,500.00 per request.

     

    j.  Miscellaneous.
      Regardless of Lessor’s consent, no Transfer shall release Lessee of Lessee’s
      obligations under this Lease or alter the primary liability of Lessee to pay
      the
      Rentals and to perform all other obligations to be performed by Lessee
      hereunder. The acceptance of Rentals by Lessor from any other person shall
      not
      be deemed to be a waiver by Lessor of any provision hereof. Upon default by
      any
      assignee of Lessee or any successor of Lessee in the performance of any of
      the
      terms hereof, Lessor may proceed directly against Lessee without the necessity
      of exhausting remedies against said assignee or successor. Lessor may consent
      to
      subsequent assignments or subletting of this Lease or amendments or
      modifications to this Lease with any assignee of Lessee, without notifying
      Lessee, or any successor of Lessee, and without obtaining its or their consent
      thereto and such action shall not relieve Lessee of liability under this
      Lease.

     

    k.  Reasonable
      Provisions.
      Lessee
      acknowledges that, but for Lessee’s identity, financial condition and ability to
      perform the obligations of Lessee under the Lease, Lessor would not have entered
      into this Lease nor demised the Premises in the manner set forth in this Lease,
      and that in entering into this Lease, Lessor has relied specifically on Lessee’s
      identity, financial condition, responsibility and capability of performing
      the
      obligations of Lessee under the Lease. Lessee acknowledges that Lessor’s rights
      under this Article 13, including the right to terminate this Lease or withhold
      consent to certain Transfers in Lessor’s sole and absolute discretion, are
      reasonable, agreed upon and bargained for rights of Lessor and that the Rentals
      set forth in the Lease have taken into consideration such rights. Lessee
      expressly agrees that the provisions of this Article 13 are not unreasonable
      standards or conditions for purposes of Section 1951.4(b)(2) of the California
      Civil Code, as amended from time to time, under the Federal Bankruptcy Code
      or
      for any other purpose.

     

    14.  HOLD
      HARMLESS.
      Lessee
      shall to the fullest extent permitted by law, indemnify, defend with counsel
      acceptable to Lessor, and hold Lessor and Lessor’s employees, agents, partners,
      officers, directors and shareholders harmless from and against any and all
      claims, damages, losses, liabilities, penalties, judgments, and costs and
      expenses (including, without limitation, attorneys’ fees) and any suit, action
      or proceeding brought pursuant thereto (collectively, “Claims”), including,
      without limitation, Claims for property damage, or personal injury including
      death, arising out of (i) Lessee’s use of the Premises or any part thereof, or
      any activity, work or other thing done in or about the Premises by Lessee or
      Lessee’s Agents, (ii) any activity, work or other thing done, permitted in or
      about the Premises, or any part thereof by Lessee or Lessee’s Agents, (iii) any
      breach or default in the performance of any obligation on Lessee’s part to be
      performed under the terms of this Lease, (including, without limitation, a
      failure to maintain insurance as provided in Article 16), or (iv) any act or
      negligence of the Lessee or Lessee’s Agents; provided however, Lessee shall not
      be required to indemnify Lessor for pursuant hereto for Claims arising from
      (i)
      the negligence or willful misconduct of Lessor to the extent not covered by
      the
      insurance required to be maintained by Lessee pursuant to this Lease or (ii)
      a
      breach of Lessor’s obligations or representations under this Lease.


     

    The
      indemnity herein shall extend to the costs and expenses incurred by Lessor
      for
      administrative expenses, consultant fees, expert costs, investigation expenses
      and costs incurred in settling indemnified claims, whether such costs occurred
      before or after any litigation is commenced. The obligations of Lessee pursuant
      to this Article 14 and elsewhere in this Lease with respect to indemnification
      of Lessor shall survive the Lease Termination and shall continue in effect
      until
      any and all claims, actions or causes of action with respect to any of the
      matters indemnified against are fully and finally barred by the applicable
      statute of limitations. In no event shall any of insurance provisions set forth
      in Article 16 of this Lease be construed as any limitation on the scope of
      indemnification set forth herein.

     

    Lessee
      as
      a material part of the consideration to Lessor hereby assumes all risk of damage
      or loss to property or injury or death to person in, upon or about all portions
      of the Project from any cause except as hereinafter stated. Lessor or its agents
      shall not be liable for any damage or loss to property entrusted to employees
      of
      any part of the Project nor for loss or damage to any property by theft or
      otherwise, nor for any injury or death or damage or loss to persons or property
      resulting from any accident, casualty or condition occurring in or about any
      portion of the Project, or to any equipment, appliances or fixtures therein,
      or
      from any other cause whatsoever. Lessee’s assumption of risk and the exculpation
      of Lessor pursuant hereto is unqualified with the single exception that it
      shall
      not apply to the portion of any claim, damage or loss that arises out of
      Lessor’s negligence or willful misconduct and which is not covered by the
      insurance required to be maintained by Lessee pursuant to this Lease. Lessor
      or
      its agents shall not be liable for interference with the light or other
      incorporeal hereditaments, nor shall Lessor be liable for any latent defect
      in
      the Premises or in the Building. Notwithstanding any other provision of this
      Lease, in no event shall Lessor have any liability for loss of business
      (including, without limitation, lost profits) by Lessee. Lessee shall give
      prompt written notice to Lessor in case of fire or accidents in the Premises
      or
      in the Building or of defects therein or in the fixtures or
      equipment.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    If,
      by
      reason of any act or omission of Lessee or Lessee’s Agents, Lessor is made a
      party defendant to any litigation concerning this Lease or any part of the
      Project or otherwise, Lessee shall indemnify, defend with counsel acceptable
      to
      Lessor, and hold Lessor harmless from any liability and damages incurred by
      (or
      threatened against) Lessor as a party defendant, including without limitation
      all damages, costs and expenses, including attorneys’ fees.

     

    15.  SUBROGATION.
      Notwithstanding anything to the contrary contained in this Lease, Lessor
      releases Lessee and Lessee’s officers, directors, agents, employees, partners
      and shareholders from any and all claims or demands for damages, loss, expense
      or injury arising out of any perils to the extent covered by insurance carried
      by Lessor (or would be insured if the insurance required under this Lease was
      maintained by Lessor), whether due to the negligence of Lessee or Lessee’s
      officers, directors, agents, employees, partners and shareholders and regardless
      of cost or origin, to the extent such waiver is permitted by Lessor’s insurers
      and does not prejudice the insurance required to be carried by Lessor under
      this
      Lease. Notwithstanding anything to the contrary contained in this Lease, Lessee
      releases Lessor and Lessor’s officers, directors, agents, employees, partners
      and shareholders from any and all claims or demands for damages, loss, expense
      or injury arising out of any perils which are insured against under any
      insurance carried by Lessee (or
      would
      be insured if the insurance required under this Lease was maintained by Lessee),
      whether
      due to the negligence of Lessor or its officers, directors, agents, employees,
      partners and shareholders and regardless of cost or origin, to the extent such
      waiver is permitted by Lessee’s insurers and does not prejudice the insurance
      required to be carried by Lessee under this Lease.

     

    16.  LESSEE’S
      INSURANCE.

     

    a.  Lessee
      shall, at Lessee’s expense, obtain and keep in force during the Term a policy of
      commercial general liability insurance, including the broad form endorsement,
      insuring Lessor and Lessee against any liability arising out of the ownership,
      use, occupancy, maintenance, repair or improvement of the Premises and all
      areas
      appurtenant thereto. Such insurance shall provide single limit liability
      coverage of not less than Three Million Dollars ($3,000,000.00) per occurrence
      for bodily injury or death and property damage. Such insurance shall name Lessor
      and, at Lessor’s request, Lessor’s mortgagee, each as an additional insured, and
      shall provide that Lessor and any such mortgagee, although an additional
      insured, may recover for any loss suffered by Lessor or Lessor’s agents by
      reason of Lessee’s or Lessee’s Agent’s negligence. All such insurance shall be
      primary and non-contributing with respect to any insurance maintained by Lessor
      and shall specifically insure Lessee’s performance of the indemnity and hold
      harmless agreements contained in Article 14 above although Lessee’s obligations
      pursuant to Article 14 shall not be limited to the amount of any insurance
      required of or carried by Lessee under this Article 16 and Lessee is responsible
      for ensuring that the amount of liability insurance carried by Lessee is
      sufficient for Lessee’s purposes. Lessee may carry said insurance under a
      blanket policy provided that such policy conforms with the requirements
      specified in this Article and the coverage afforded Lessor is not diminished
      thereby.

     

    b.  Lessee
      acknowledges and agrees that insurance coverage carried by Lessor will not
      cover
      Lessee’s property within the Premises or within the Building. Lessee shall, at
      Lessee’s expense, obtain and keep in force during the Term a policy of “All
      Risk” property insurance, including without limitation, coverage for earthquake
      and flood; boiler and machinery (if applicable); sprinkler damage; vandalism;
      malicious mischief; and demolition, increased cost of construction and
      contingent liability from changes in building laws on all leasehold improvements
      installed in the Premises by Lessee at its expense (if any), and on all
      equipment, trade fixtures, inventory, fixtures and personal property located
      on
      or in the Premises, including improvements or fixtures hereinafter constructed
      or installed on the Premises. Such insurance shall be in an amount equal to
      the
      full replacement cost of the aggregate of the foregoing and shall provide
      coverage comparable to the coverage in the Standard ISO All Risk form, when
      such
      form is supplemented with the coverage required above.

     

    c.  If
      Lessee
      fails to procure and maintain any insurance required to be procured and
      maintained by Lessee pursuant to this Lease, Lessor may, but shall not be
      required to, procure and maintain all or any portion of the same, at the expense
      of Lessee. Lessor’s election pursuant to this subsection 16.c. to procure and
      maintain all or any portion of the insurance which Lessee fails to procure
      and
      maintain is acknowledged by Lessee to be for Lessor’s sole benefit. Lessee
      acknowledges that any insurance procured and maintained by Lessor pursuant
      to
      this subsection 16.c. may not be sufficient to adequately protect Lessee. Any
      personal property insurance procured and maintained by Lessor for Lessee’s
      equipment, trade fixtures, inventory, fixtures and personal property located
      on
      or in the Premises, including improvements or fixtures hereinafter constructed
      or installed on the Premises, may not sufficiently cover the replacement cost
      thereof. Any insurance procured and maintained by Lessor pursuant to this
      subsection 16.c. may provide for less coverage than is required to be maintained
      by Lessee pursuant to this Lease. Lessee acknowledges and agrees that Lessee
      is
      and shall remain solely responsible for procuring insurance sufficient for
      Lessee’s purposes, notwithstanding the fact that Lessor has procured or
      maintained any insurance pursuant to this subsection 16.c. Any insurance
      required to be maintained by Lessee hereunder shall be in companies with a
      security rating of A or better, and a financial size category rating of X or
      better, in the then most recently published “Best’s Insurance Guide.” Prior to
      occupancy of the Premises (and thereafter annually with respect to renewals,
      not
      later than thirty (30) days prior to expiration of then existing policies),
      Lessee shall deliver to Lessor copies of the policies of insurance required
      to
      be kept by Lessee hereunder, or certificates evidencing the existence and amount
      of such insurance, with evidence satisfactory to Lessor of payment of premiums.
      No policy shall be cancelable or subject to reduction of coverage except after
      thirty (30) days prior written notice to Lessor.

     

    d.  Not
      more
      frequently than once every year, Lessee shall increase the amounts of insurance
      as follows: (i) as recommended by Lessor’s insurance broker provided that the
      amount of insurance recommended by such broker shall not exceed the amount
      customarily required of tenants in comparable projects located within Mountain
      View/Palo Alto, California, or (ii) as required by Lessor’s lender. Any limits
      set forth in this Lease on the amount or type of coverage required by Lessee’s
      insurance shall not limit the liability of Lessee under this Lease.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    16A. LESSOR’S
      INSURANCE.
      Lessor
      shall carry “All Risk” property insurance on the Building and Project for the
      full replacement cost of the Building and Project.

     

    17.  SERVICES
      AND UTILITIES.
      Lessee
      shall be entitled to access to and use of the Premises on a twenty-four (24)
      hours per day, seven (7) days per week basis, subject to the provisions of
      this
      Lease. Lessor agrees to furnish to the Premises during “Building Hours” (as
      hereinafter defined), and subject to the rules and regulations of the Building
      of which the Premises are a part, electricity for normal lighting, water, heat,
      air-conditioning and elevator service which are required in Lessor’s good faith
      judgment for the comfortable use and occupation of the Premises. As used herein,
      the term “Building Hours” shall mean 7:00 a.m. to 7:00 p.m. on Mondays through
      Fridays and from 9:00 a.m. to 1:00 p.m. on Saturdays (except generally
      recognized Building holidays). During recognized business days for the Building,
      and subject to the reasonable rules and regulations of the Building and Project,
      Lessor shall furnish to the Premises and the Common Areas, janitorial service,
      window washing, fluorescent tube replacement and toilet supplies; provided,
      however, Lessor shall not be required to provide janitorial services for any
      portion of the Premises to the extent required as a result of the preparation
      or
      consumption of food or beverages (provided that nothing in this paragraph shall
      be construed as a consent by Lessor to the preparation of such food or beverages
      unless otherwise expressly provided elsewhere in this Lease). Lessor shall
      also
      maintain and keep lighted during Building Hours the common stairs, common
      entries and toilet rooms in the Building. Lessor shall not be liable for, and
      Lessee shall not be entitled to, any reduction of Rentals by reason of Lessor’s
      failure to furnish any of the foregoing when such failure is caused by casualty,
      act of God, accident, breakage, repairs, strikes, lockouts or other labor
      disturbances or labor disputes of any character, or by any other cause, similar
      or dissimilar, beyond the reasonable control of Lessor. Lessor shall not be
      liable under any circumstances for injury to or death of or loss or damage
      to
      persons or property or damage to Lessee’s business, however occurring, through
      or in connection with or incidental to failure to furnish any of the foregoing.
      Wherever heat generating machines or equipment are used in the Premises which
      affect the temperature otherwise maintained by the air conditioning system,
      Lessor reserves the right to install supplementary air conditioning units in
      the
      Premises in the event that Lessee’s need for HVAC exceeds the capacity of the
      Building HVAC systems and the cost thereof, including the cost of installation
      and the cost of operation and maintenance thereof, shall be paid by Lessee
      to
      Lessor upon demand by Lessor as additional rent. The costs of all utilities
      and
      services furnished by Lessor to Lessee pursuant to this Article 17 which are
      not
      specified as being reimbursed or paid directly by Lessee or other tenants shall
      be included as items of Building Operating Expenses.

     

    Lessee
      will not, without the prior written consent of Lessor, use or permit the use
      of
      any apparatus or device in or upon the Premises (including, but without
      limitation thereto, machines using in excess of 120 volts), which will in any
      way increase the amount of gas, electricity or water usually furnished or
      supplied for the use of the Premises as general office space (which, as to
      electricity consumption, the parties hereby agree to mean not more than three
      (3) watts per square foot of usable area on a demand load basis); nor will
      Lessee connect or permit connection of any apparatus or device for the purpose
      of using gas, electric current or water with electric current, gas or water
      supply lines, except for electricity through existing electrical outlets in
      the
      Premises. If Lessee requires water or electric current in excess of that usually
      furnished or supplied for the use of the Premises as general office space,
      Lessee shall first procure the written consent of Lessor (which consent may
      be
      granted or withheld in Lessor’s sole and absolute discretion), to the use
      thereof and Lessor may cause a water or gas meter or electric current meter
      to
      be installed in the Premises so as to measure the amount of water, gas and
      electric current consumed for any such use. The cost of any such meters and
      of
      installation, maintenance and repair thereof shall be paid for by the Lessee
      and
      Lessee agrees to pay to Lessor, as additional rent, promptly upon demand
      therefor by Lessor for all such water, gas and electric current consumed as
      shown by said meters, at the rates charged for such services by the local public
      utility furnishing the same, plus any additional expense incurred in keeping
      account of the water, gas and electric current so consumed. If a separate meter
      is not installed, such excess cost for such water, gas and electric current
      will
      be conclusively established by an estimate made by a utility company or
      electrical engineer selected by Lessor.

     

    If
      requested by Lessee in writing at least one (1) business day in advance (or
      such
      shorter time in advance as is reasonably practicable given Building mechanical
      systems), heating, ventilation and air conditioning (“HVAC”) service shall be
      provided to the Premises other than during Building Hours (for a minimum period
      of three (3) consecutive hours at a time, except for after-hours HVAC service
      immediately following Building Hours, at which time the minimum period shall
      be
      one (1) hour), provided that Lessee shall pay to Lessor for each such hour
      of
      HVAC service during non-Building Hours, the then prevailing charge by Lessor
      for
      such service (which shall equal Lessor’s determination in Lessor’s reasonable
      business judgment of the actual cost of providing such non-Building Hours HVAC
      service, including, without limitation, a reasonable administrative charge).
      Amounts payable by Lessee hereunder shall be paid as additional rent within
      thirty (30) days following Lessee’s receipt of Lessor’s billing
      therefor.

     

    Lessor
      agrees that Lessee may request, and Lessor shall agree to, the installation
      of
      supplemental HVAC to serve the Premises in the event Lessee reasonably
      determines that the existing system is inadequate to meet Lessee’s needs,
      provided that such HVAC shall be installed at the sole cost and expense of
      Lessee, and the design and placement of such HVAC equipment shall be reasonably
      approved in advance by Lessor.

     

    18.  RULES
      AND REGULATIONS.
      Lessee
      shall faithfully observe and comply with the rules and regulations that Lessor
      shall from time to time promulgate for the Building and the Project. Lessor
      reserves the right from time to time to make all reasonable and
      non-discriminatory modifications to said rules and regulations. The additions
      and modifications to these rules and regulations shall be binding upon Lessee
      upon delivery of a copy of them to Lessee. Lessor shall not be responsible
      to
      Lessee for the non-performance of any said rules by any other tenants or
      occupants. The current “Rules and Regulations” are attached hereto as Exhibit
“D.”

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    19.  HOLDING
      OVER.
      If
      Lessee remains in possession of the Premises or any part thereof after Lease
      Termination, with the express written consent of Lessor, such occupancy shall
      be
      a tenancy from month to month at a Base Rent in the amount of one hundred
      twenty-five percent (125%) of the Base Rent in effect immediately preceding
      such
      Lease Termination, plus all other rental charges payable hereunder, and upon
      all
      the terms hereof applicable to a month to month tenancy. In such case, either
      party may thereafter terminate this Lease at any time upon giving not less
      than
      thirty (30) days written notice to the other party. For any possession of the
      Premises after the Lease Termination without Lessor’s consent, Lessee shall be
      liable for all detriment proximately caused by Lessee’s possession, including
      without limitation, attorneys’ fees, costs and expenses, claims of any
      succeeding tenant founded on Lessee’s failure to vacate and for payment to
      Lessor of Base Rent in an amount equal to the greater of (a) one hundred fifty
      percent (150%) of the Base Rent in effect immediately preceding such Lease
      Termination, or (b) the fair market rental value for the Base Rent for the
      Premises, together with such other Rentals provided in this Lease to the date
      Lessee actually vacates the Premises, and such other remedies as are provided
      by
      law, in equity or under this Lease, including without limitation punitive
      damages recoverable under California Code of Civil Procedure Section
      1174.

     

    20.  ENTRY
      BY LESSOR.
      Lessor
      reserves and shall at any and all reasonable times have the right to enter
      the
      Premises upon 24 hour advance notice (delivered via e-mail if reasonably
      possible under the circumstances) to Lessee (except in case of emergency),
      to
      inspect the same, supply janitorial service and any other service to be provided
      by Lessor to Lessee hereunder, to submit said Premises to prospective
      purchasers, mortgagees, lenders or tenants, to post notices of
      non-responsibility, and to alter, improve or repair the Premises and any portion
      of the Building that Lessor may deem necessary or desirable, without any
      abatement of Rentals, and may for such purposes erect scaffolding and other
      necessary structures where reasonably required by the character of the work
      to
      be performed, provided that the entrance to the Premises shall not be
      unreasonably blocked thereby, and further provided that the business of the
      Lessee shall not be interfered with unreasonably. In no event shall Lessor
      have
      any liability to Lessee for, and Lessee hereby waives any claim for, damages
      or
      for any injury or inconvenience to or interference with Lessee’s business, any
      loss of occupancy or quiet enjoyment of the Premises, and any other damage
      or
      loss occasioned thereby so long as Lessor uses commercially reasonable efforts
      to minimize the interference with Lessee’s use of the Premises. For each of the
      aforesaid purposes, Lessor shall at all times have and retain a key with which
      to unlock all of the doors in, upon and about the Premises, excluding Lessee’s
      vaults, safes and files, and Lessor shall have the right to use any and all
      means which Lessor may deem proper to open said doors in an emergency in order
      to obtain entry to the Premises, without liability to Lessee except for any
      failure to exercise due care for Lessee’s property under the circumstances of
      each entry. Any entry to the Premises obtained by Lessor by any of said means
      or
      otherwise shall not under any circumstances be construed or deemed to be a
      forcible or unlawful entry into, or a detainer of, the Premises, or an eviction
      of Lessee from the Premises or any portion thereof. If Lessee has removed
      substantially all of Lessee’s property from the Premises, Lessor may, without
      abatement of Rentals, enter the Premises for alteration, renovation or
      decoration during the last thirty (30) days of the Term. With respect to any
      entry by Lessor into the Premises, Lessor shall be liable to Lessee solely
      for
      physical damage caused to Lessee’s personal property located within the Premises
      to the extent such damage is caused by Lessor’s active negligence or willful
      misconduct and which is not covered by the insurance required to be maintained
      by Lessee pursuant to this Lease. Any entry of Lessor or its agents into the
      Premises shall be subject to Lessee’s reasonable security and confidentiality
      requirements.

     

    21.  RECONSTRUCTION.
      If the
      Premises are damaged and rendered substantially untenantable, or if the Building
      is damaged (regardless of damage to the Premises) or destroyed, Lessor may,
      within ninety (90) days after the casualty, notify Lessee of Lessor’s election
      not to repair, in which event this Lease shall terminate at the expiration
      of
      the ninetieth (90th) day. If Lessor elects to repair the damage or destruction,
      this Lease shall remain in effect and the then current Base Rent and Lessee’s
      Percentage Share of Building Expenses allocated to the Office Cost Pool shall
      be
      proportionately reduced from the date of damage and during the period of repair.
      The reduction shall be based upon the extent to which the making of repairs
      interferes with Lessee’s business conducted in the Premises, as reasonably
      determined by Lessor. All other Rentals due hereunder shall continue unaffected,
      and Lessee shall have no claim against Lessor for compensation for inconvenience
      or loss of business during any period of repair or reconstruction. Upon Lessor’s
      election to repair, Lessor shall diligently repair the damage to the extent
      of
      insurance proceeds available to Lessor. Lessor shall not be required to repair
      or replace, whether injured or damaged by fire or other cause, any items
      required to be insured by Lessee under this Lease including Lessee’s fixtures,
      equipment, merchandise, personal property, inventory, panels, decoration,
      furniture, railings, floor covering, partitions or any other improvements,
      alterations, additions, or property made or installed by Lessee to the Premises,
      and Lessee shall be obligated to promptly rebuild or restore the same to the
      same condition as they were in immediately before the casualty. Lessee hereby
      waives all claims for loss or damage to the foregoing. Lessee waives any rights
      to terminate this Lease if the Premises are damaged or destroyed, including
      without limitation any rights pursuant to the provisions of Subdivision 2 of
      Section 1932 and Subdivision 4 of Section 1933 of the Civil Code of California,
      as amended from time to time, and the provisions of any similar law hereinafter
      enacted. If the Lease is terminated by Lessor pursuant to this Article 21,
      the
      unused balance of the Security Deposit and any Rentals unearned as of the
      effective date of termination shall be refunded to Lessee. Lessee shall pay
      to
      Lessor any Rentals or other charges due Lessor under the Lease, prorated as
      of
      the effective date of termination. Notwithstanding anything to the contrary
      in
      the foregoing, if the damage is due to the fault or neglect of Lessee, or
      Lessee’s Agents, there shall be no abatement of Base Rent or any other
      Rentals.

     

    Notwithstanding
      the foregoing, if less than thirty-three percent (33%) of the Rentable Area
      of
      the Building is damaged from an insured casualty and the insurance proceeds
      actually available to Lessor for reconstruction (net of costs to recover such
      proceeds and after all claimants thereto including lienholders have been
      satisfied or waive their respective claims) (“Net Insurance Proceeds”) are
      sufficient to completely restore the Building, Lessor agrees to make such
      reparations and continue this Lease in effect. If, upon damage of less than
      thirty-three percent (33%) of the Rentable Area of the Building there are not
      sufficient insurance proceeds actually available to allow Lessor to completely
      restore the Building, Lessor shall not be obligated to repair the Building
      and
      the provisions of the first paragraph of this Article shall
      control.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Lessee
      shall not be entitled to any compensation or damages from Lessor for loss of
      the
      use of the whole or any part of the Premises, or for any damage to Lessee’s
      business, or any inconvenience or annoyance occasioned by such damage, or by
      any
      repair, reconstruction or restoration by Lessor, or by any failure of Lessor
      to
      make any repairs, reconstruction or restoration under this Article or any other
      provision of this Lease. However, notwithstanding anything to the contrary
      contained in this Lease, in the event of material casualty damage to the
      Premises not resulting in termination of this Lease, Lessor shall deliver
      written notice to Lessee within sixty (60) days following such casualty damage
      or occurrence setting forth Lessor’s good faith estimate of the time required
      for completion of repair and/or restoration of the Premises, and if such
      estimated time exceeds one hundred eighty (180) days from the occurrence of
      the
      casualty, Lessee may elect to terminate this Lease by written notice to Lessor
      within fifteen (15) days following Lessee’s receipt of such notice. In addition,
      if such repair is not substantially completed so as to permit Lessee’s
      resumption of business from the Premises without material interference from
      any
      uncompleted repair work within one hundred fifty (150) days from the occurrence
      of the casualty (or thirty (30) days less than such longer period as may have
      been estimated in Lessor’s written notice to Lessee pursuant hereto), then
      Lessee shall thereafter have the right to terminate this Lease upon thirty
      (30)
      days prior written notice to Lessor (provided that if such repair work is so
      substantially completed prior to the expiration of such thirty (30) day period,
      then Lessee’s election to terminate shall be nullified and this Lease shall
      continue in full force and effect).

     

    22.  DEFAULT.
      The
      occurrence of any one or more of the following events shall constitute a
      material default and breach of this Lease by Lessee:

     

    a.  Lessee’s
      failure to pay when due Base Rent or any other Rentals or other sums payable
      hereunder where such failure is not cured within five (5) days following
      Lessor’s delivery of written notice thereof (which notice shall be in lieu of,
      and not in addition to, any notice required under applicable laws, including,
      without limitation, notices required under California Code of Civil Procedure
      Section 1161 or any similar or successor statute);

     

    b.  Lessee’s
      abandonment of the Premises.

     

    c.  Commencement,
      and continuation for at least forty five (45) days, of any case, action, or
      proceeding by, against, or concerning Lessee, or any guarantor of Lessee’s
      obligations under this Lease (“Guarantor”), under any federal or state
      bankruptcy, insolvency, or other debtor’s relief law, including without
      limitation, (i) a case under Title 11 of the United States Code concerning
      Lessee, or a Guarantor, whether under Chapter 7, 11, or 13 of such Title or
      under any other Chapter, or (ii) a case, action, or proceeding seeking Lessee’s
      or a Guarantor’s financial reorganization or an arrangement with any of Lessee’s
      or a Guarantor’s creditors;

     

    d.  Voluntary
      or involuntary appointment of a receiver, trustee, keeper, or other person
      who
      takes possession for more than forty five (45) days of substantially all of
      Lessee’s or a Guarantor’s assets, or of any asset used in Lessee’s business on
      the Premises, regardless of whether such appointment is as a result of
      insolvency or any other cause;

     

    e.  Execution
      of an assignment for the benefit of creditors of substantially all assets of
      Lessee or a Guarantor available by law for the satisfaction of judgment
      creditors;

     

    f.  Commencement
      of proceedings for winding up or dissolving (whether voluntary or involuntary)
      the entity of Lessee or a Guarantor, if Lessee or such Guarantor is a
      corporation, partnership, limited liability company or other
      entity;

     

    g.  Levy
      of a
      writ of attachment or execution on Lessee’s interest under this Lease, if such
      writ continues for a period of ten (10) business days;

     

    h.  Any
      Transfer or attempted Transfer of this Lease by Lessee contrary to the
      provisions of Article 13 above; or

     

    i.  With
      respect to any report that Lessee is required to submit hereunder, the
      submission by Lessee of any false report;

     

    j.  The
      use
      or occupancy of the Premises for any use or purpose not specifically allowed
      by
      the terms of this Lease; or

     

    k.  Breach
      by
      Lessee of any term, covenant, condition, warranty, or provision contained in
      this Lease or of any other obligation owing or due to Lessor other than as
      described in subsections 22.a., b., c., d., e., f., g., h., i. or j. of this
      Article 22, where such failure shall continue for the period specified in this
      Lease or if no such period is specified, for a period of thirty (30) days after
      written notice thereof by Lessor to Lessee; provided, however, that if the
      nature of Lessee’s default is such that more than thirty (30) days are
      reasonably required for its cure, Lessee shall not be deemed to be in default
      if
      Lessee commences such cure within said thirty (30) day period and thereafter
      diligently prosecutes such cure to completion.

     

    
      
        
        

      

      
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    23.  REMEDIES
      UPON DEFAULT.
      Upon any
      default or breach by Lessee, at any time thereafter, with or without notice
      or
      demand, and without limiting Lessor in the exercise of any right or remedy
      which
      Lessor may have hereunder or otherwise at law or in equity by reason of such
      default or breach Lessor may do the following:

     

    a.  Termination
      of Lease.
      Lessor
      may terminate this Lease or Lessee’s right to possession of the Premises by
      notice to Lessee or any other lawful means, in which case this Lease shall
      terminate and Lessee shall immediately surrender possession of the Premises
      to
      Lessor. In such event Lessor shall be entitled to recover from
      Lessee:

     

    (i)  The
      worth
      at the time of award of the unpaid Rentals which had been earned at the time
      of
      termination;

     

    (ii)  The
      worth
      at the time of award of the amount by which the unpaid Rentals which would
      have
      been earned after termination until the time of award exceeds the amount of
      such
      rental loss that Lessee proves could have been reasonably avoided;

     

    (iii)  The
      worth
      at the time of award (computed by discounting at the discount rate of the
      Federal Reserve Bank of San Francisco at the time of award plus one percent)
      of
      the amount by which the unpaid Rentals for the balance of the Term after the
      time of award exceeds the amount of such rental loss that Lessee proves could
      be
      reasonably avoided; and

     

    (iv)  Any
      other
      amounts necessary to compensate Lessor for detriment proximately caused by
      the
      default by Lessee or which in the ordinary course of events would likely result,
      including without limitation the reasonable costs and expenses incurred by
      Lessor for:

     

    (A)  Retaking
      possession of the Premises;

     

    (B)  Cleaning
      and making repairs and alterations (including installation of leasehold
      improvements, whether or not the same shall be funded by a reduction of rent,
      direct payment or otherwise) necessary to return the Premises to good condition
      and preparing the Premises for reletting;

     

    (C)  Removing,
      transporting, and storing any of Lessee’s property left at the Premises
      (although Lessor shall have no obligation to remove, transport, or store any
      of
      the property);

     

    (D)  Reletting
      the Premises, including without limitation, brokerage commissions, advertising
      costs, and attorneys’ fees;

     

    (E)  Attorneys’
      fees, expert witness fees and court costs;

     

    (F)  Any
      unamortized real estate brokerage commissions paid in connection with this
      Lease; and

     

    (G)  Costs
      of
      carrying the Premises, such as repairs, maintenance, taxes and insurance
      premiums, utilities and security precautions, if any.

     

    The
      “worth at the time of award” of the amounts referred to in Articles 23.a.(i) and
      23.a.(ii) is computed by allowing interest at an annual rate equal to the
      greater of: ten percent (10%); or five percent (5%) plus the rate established
      by
      the Federal Reserve Bank of San Francisco, as of the 25th day of the month
      immediately preceding the default by Lessee, on advances to member banks under
      Section 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter
      from time to time amended (the “Stipulated Rate”). The computation of the amount
      of rental loss that could be or could have been reasonably avoided by Lessor
      pursuant to California Civil Code section 1951.2 shall take into account the
      use
      restrictions set forth in Article 8.a. above except to the extent that Lessee
      proves that under all circumstances the enforcement of the use restriction
      would
      be unreasonable.

     

    b.  Continuation
      of Lease.
      Lessor
      may continue this Lease in full force and effect, and the Lease shall continue
      in effect as long as Lessor does not terminate Lessee’s right to possession, and
      Lessor shall have the right to enforce all rights and remedies under this Lease
      including the right to collect all Rentals when due. During the period Lessee
      is
      in default, Lessor can enter the Premises and relet them, or any part of them,
      to third parties for Lessee’s account. Lessee shall be liable immediately to
      Lessor for all costs Lessor incurs in reletting the Premises, including without
      limitation, those items outlined in subsections a.(i) through a.(iv) of this
      Article 23, and other like costs. Reletting can be for a period shorter or
      longer than the remaining Term. Lessee shall pay to Lessor all Rentals due
      under
      this Lease on the date the Rentals are due, less the rent Lessor receives from
      any reletting. The use restriction provided in Article 8.a. above shall apply
      to
      Lessor’s remedies under California Civil Code section 1951.4 except to the
      extent that Lessee proves that under all circumstances enforcement of the use
      restriction would be unreasonable. 

     

    c.  Other
      Remedies.
      Lessor
      may pursue any other remedy now or hereafter available to Lessor under the
      laws
      or judicial decisions of the State in which the Premises are
      located.

     

    d.  General.
      The
      following shall apply to Lessor’s remedies:

     

    (i)  No
      entry
      upon or taking of possession of the Premises or any part thereof by Lessor,
      nor
      any letting or subletting thereof by Lessor for Lessee, nor any appointment
      of a
      receiver, nor any other act of Lessor, whether acceptance of keys to the
      Premises or otherwise, shall constitute or be construed as an election by Lessor
      to terminate this Lease or Lessee’s right to possession of the Premises unless a
      written notice of such election be given to Lessee by Lessor.

     

    
      
        
        

      

      
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    (ii)  If
      Lessor
      elects to terminate this Lease or Lessee’s right to possession hereunder, Lessee
      shall surrender and vacate the Premises in broom-clean condition, and Lessor
      may
      re-enter and take possession of the Premises and may eject all parties in
      possession or eject some and not others or eject none. Any personal property
      of
      or under the control of Lessee remaining on the Premises at the time of such
      re-entry may be considered and treated by Lessor as abandoned.

     

    24.  EMINENT
      DOMAIN.
      If more
      than twenty-five percent (25%) of the area of the Premises is taken or
      appropriated for any public or quasi-public use under the power of eminent
      domain, or conveyed in lieu thereof, or if such amount of the Premises is taken
      or appropriated as makes it impracticable for Lessee to operate its business
      in
      the Premises (as reasonably determined by Lessee), either party hereto shall
      have the right, at its option, to terminate this Lease by written notice to
      the
      other party given within ten (10) days of the date of such taking, appropriation
      or conveyance, and Lessor shall be entitled to any and all income, rent, award,
      or any interest therein whatsoever which may be paid or made (the “Award”) in
      connection with such public or quasi-public use or purpose, and Lessee shall
      have no claim against Lessor for (and hereby assigns to Lessor any claim which
      Lessee may have for) the value of any unexpired Term of this Lease. Lessee
      shall
      be entitled to pursue its own award in the event of a taking or appropriation
      that results in the termination of this Lease including sums to compensate
      Lessee for trade fixtures, moving expenses and loss of good will, provided
      that
      such award does not decrease the amount or value of Lessor’s Award If any part
      of the Building or the Project other than the Premises may be so taken,
      appropriated or conveyed, Lessor shall have the right at its option to terminate
      this Lease, and in any such event Lessor shall be entitled to the entire Award
      whether or not this Lease is terminated. If this Lease is terminated as provided
      above: (i) the termination shall be effective as of the date upon which title
      to
      the Premises, the Building, the Project, or a portion thereof, passes to and
      vests in the condemnor or the effective date of any order for possession if
      issued prior to the date title vests in the condemnor; (ii) Lessor shall refund
      to Lessee any prepaid but unearned Rentals and the unused balance of the
      Security Deposit; and (iii) Lessee shall pay to Lessor any Rentals or other
      charges due Lessor under the Lease, prorated as of the date of
      taking.

     

    If
      less
      than twenty-five percent (25%) of the Premises is so taken, appropriated or
      conveyed, or more than twenty-five percent (25%) thereof is so taken,
      appropriated or conveyed and neither party elects to terminate as herein
      provided, (i) Lessor shall be entitled to the entirety of the Award, and Lessee
      shall be entitled to make a claim for any separate award attributable to any
      taking of Lessee’s trade fixtures so long as any such award to Lessee does not
      reduce the amount of the Award available to Lessor; and (ii) the Rental
      thereafter to be paid hereunder for the Premises shall be reduced in the same
      ratio that the percentage of the area of the Premises so taken, appropriated
      or
      conveyed bears to the total area of the Premises immediately prior to the
      taking, appropriation or conveyance. In addition, if any Rentable Area in the
      Building containing the Premises is so taken, appropriated or conveyed and
      this
      Lease is not terminated by Lessor, Lessee’s Percentage Share of Building
      Expenses allocated to the Office Cost Pool shall be adjusted pursuant to Article
      7.

     

    Notwithstanding
      this Article 24 above, upon a temporary taking of all or any portion of the
      Premises, the Lease shall remain in effect and Lessee shall continue to pay
      and
      be liable for all Rentals under this Lease. Upon such temporary taking, Lessee
      shall be entitled to any Award for the temporary use of the portion of the
      Premises taken which is attributable to the period prior to the date of Lease
      Termination, and Lessor shall be entitled to any portion of the Award for such
      use attributable to the period after Lease Termination. As used in this
      paragraph, a temporary taking shall mean a taking for a period of one year
      or
      less and does not include a taking which is to last for an indefinite period
      and/or which will terminate only upon the happening of a specified event unless
      it can be determined at the time of the taking when such event will
      occur.

     

    25.  OFFSET
      STATEMENT; MODIFICATIONS FOR LENDER.
      Lessee
      shall at any time and from time to time within ten (10) days following request
      from Lessor execute, acknowledge and deliver to Lessor a statement in writing,
      (i) certifying that this Lease is unmodified and in full force and effect (or,
      if modified, stating the nature of such modification and certifying that this
      Lease as so modified is in full force and effect), (ii) acknowledging that
      there
      are not, to Lessee’s knowledge, any uncured defaults on the part of the Lessor
      hereunder, or specifying such defaults if any are claimed, (iii) certifying
      the
      date Lessee entered into occupancy of the Premises and that Lessee is open
      and
      conducting business at the Premises, (iv) certifying the date to which Rentals
      and other charges are paid in advance, if any, (v) evidencing the status of
      this
      Lease as may be required either by a lender making a loan affecting or a
      purchaser of the Premises, or part of the Project from Lessor, (vi) certifying
      that all improvements to be constructed on the Premises by Lessor are
      substantially completed (if applicable), except for any punch list items which
      do not prevent Lessee from using the Premises for its intended use, and (vii)
      certifying such other matters relating to this Lease and/or the Premises as
      may
      be requested by Lessor or a lender making a loan to Lessor or a purchaser of
      the
      Premises, or any part of the Project from Lessor. Any such statement may be
      relied upon by any prospective purchaser or encumbrancer of all or any portion
      of the Project, or any interest therein. Lessee shall, within ten (10) days
      following request of Lessor, deliver such other documents including Lessee’s
      financial statements as are reasonably requested in connection with the sale
      of,
      or loan to be secured by, any portion of the Project, or any interest
      therein.

     

    If
      in
      connection with obtaining financing for all or any portion of the Project,
      any
      lender shall request modifications of this Lease as a condition to Lessor
      obtaining such financing, Lessee will not unreasonably withhold, delay or
      condition its consent thereto, provided that such modifications do not increase
      the financial obligations of Lessee hereunder or materially and adversely affect
      the leasehold interest hereby created or Lessee’s rights hereunder.

     

    
      
        
        

      

      
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    26.  PARKING.
      Lessee
      shall have the right to use the number of non-exclusive parking spaces located
      within the Project as designated in Article 1.k. without charge during the
      Term;
      except, however, notwithstanding anything to the contrary contained in this
      Lease, if a charge, fee, tax or other imposition is assessed against Lessor
      or
      the Project by applicable governmental authorities based upon use of parking
      spaces at the Project or is required by applicable governmental authorities
      to
      be assessed by Lessor upon users of parking spaces at the Project, then Lessee
      shall pay its equitable share of such charge, fee, tax or other imposition
      to
      Lessor monthly in advance as additional rent. Use of all parking spaces shall
      be
      subject to rules and regulations established by Lessor which may be altered
      at
      any time and from time to time during the Term. The location of all parking
      spaces may be designated from time to time by Lessor. Neither Lessee nor
      Lessee’s Agents shall at any time use more parking spaces than the number so
      allocated to Lessee or park or permit the parking of their vehicles in any
      portion of the Parcel not designated by Lessor as a non-exclusive parking area.
      Lessee and Lessee’s Agents shall not have the exclusive right to use any
      specific parking space, except as expressly stated in this Article
      26.

     

    Notwithstanding
      the number of parking spaces designated for Lessee’s non-exclusive use, in the
      event by reason of any rule, regulation, order, law, statute or ordinance of
      any
      governmental or quasi-governmental authority relating to or affecting parking
      on
      the Parcel, or any cause beyond Lessor’s reasonable control, Lessor is required
      to reduce the number of parking spaces on the Parcel, Lessor shall have the
      right to proportionately reduce the number of Lessee’s parking spaces and the
      non-exclusive parking spaces of other tenants of the Building. Lessor reserves
      the right in its absolute discretion: to determine whether parking facilities
      are becoming overcrowded and in such event to re-allocate the location of
      parking spaces among Lessee and other tenants of the Project on a
      non-discriminatory basis; to have any vehicles owned by Lessee or Lessee’s
      Agents which are parked in violation of the provisions of this Article 26 or
      Lessor’s rules and regulations relating to parking, towed away at Lessee’s cost,
      after having given Lessee reasonable notice. In the event Lessor elects or
      is
      required by any law to limit or control parking on the Parcel, by validation
      of
      parking tickets or any other method, Lessee agrees to participate in such
      validation or other program under such reasonable rules and regulations as
      are
      from time to time established by Lessor. Lessor shall have the right to close
      all or any portion of the parking areas at reasonable times for any purpose,
      including, without limitation, the prevention of a dedication thereof, or the
      accrual of rights in any person or the public therein. Employees of Lessee
      shall
      be required to park in areas designated for employee parking, if any. The
      parking areas shall not be used by Lessee or Lessee’s Agents for any purpose
      other than the parking of motor vehicles and the ingress and egress of
      pedestrians and motor vehicles.

     

    27.  AUTHORITY.
      If
      Lessee is a corporation, partnership, limited liability company or other entity,
      said entity represents and warrants that the individual executing the Lease
      on
      behalf of the entity is duly authorized to execute and deliver this Lease on
      behalf of said entity in accordance with a duly adopted resolution of the Board
      of Directors of said corporation or in accordance with the by-laws of said
      corporation or on behalf of said partnership in accordance with the partnership
      agreement of such partnership or otherwise on behalf of said entity in
      accordance with the organizational documents governing such entity, and that
      this Lease is binding upon said entity in accordance with its terms. If Lessee
      is a corporation or other entity, Lessee shall, upon execution of this Lease,
      deliver to Lessor a certified copy of a resolution of the Board of Directors
      of
      said corporation or other evidence of organizational approval authorizing or
      ratifying the execution of this Lease. If Lessee fails to deliver such
      resolution or other evidence to Lessor upon execution of this Lease, Lessor
      shall not be deemed to have waived its right to require delivery of such
      resolution or other evidence, and at any time during the Term Lessor may request
      Lessee to deliver the same, and Lessee agrees it shall thereafter promptly
      deliver such resolution or other evidence to Lessor. If Lessee is a corporation
      or other entity, Lessee hereby represents, warrants, and covenants that (i)
      Lessee is a valid and existing corporation or other entity; (ii) Lessee is
      qualified to do business in California; (iii) all fees and all franchise and
      corporate taxes of Lessee are paid to date, and will be paid when due; (iv)
      all
      required forms and reports will be filed when due; and (v) the signers of this
      Lease are properly authorized to execute this Lease on behalf of Lessee and
      to
      bind Lessee hereto.

     

    28.  SURRENDER
      OF PREMISES.

     

    a.  Condition
      of Premises.
      Lessee
      shall, upon Lease Termination, surrender the Premises in the condition required
      pursuant to subsection 10.b. above, and otherwise in broom clean, trash free,
      and in good condition, reasonable wear and tear, and insured casualties to
      the
      extent of Net Insurance Proceeds recovered by Lessor, alone excepted. By written
      notice to Lessee, Lessor may elect to cause Lessee to remove from the Premises
      or cause to be removed, at Lessee’s expense, any logos, signs, notices,
      advertisements or displays placed on the Premises by Lessee. If the Premises
      is
      not so surrendered as required by this Article 28, Lessee shall indemnify,
      defend and hold harmless Lessor from and against any loss or liability resulting
      from Lessee’s failure to comply with the provisions of this Article 28,
      including, without limitation, any claims made by any succeeding tenant or
      losses to Lessor due to lost opportunities to lease to succeeding tenants,
      and
      the obligations of Lessee pursuant hereto shall survive the Lease
      Termination.

     

    b.  Removal
      of Personal Property.
      Lessee
      shall remove all its personal property from the Premises upon Lease Termination,
      and shall immediately repair all damage to the Premises, Building and Common
      Area caused by such removal. Any personal property remaining on the Premises
      after Lease expiration or sooner termination may be packed, transported, and
      stored at a public warehouse at Lessee’s expense. If after Lease Termination
      and, within ten (10) days after written demand by Lessor, Lessee fails to remove
      Lessee’s personal property or, if removed by Lessor, fails to pay the removal
      expenses, the personal property may be deemed abandoned property by Lessor
      and
      may be disposed of as Lessor deems appropriate. Lessee shall repair any damage
      to the Premises caused by or in connection with the removal of any personal
      property, including without limitation, the floor and patch and paint the walls,
      when required by Lessor, to Lessor’s reasonable satisfaction, all at Lessee’s
      sole cost and expense. The provisions of this Article 28 shall survive Lease
      Termination.

     

    
      
        
        

      

      
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    29.  LESSOR
      DEFAULT AND MORTGAGEE PROTECTION.
      Lessor
      shall not be in default under this Lease unless Lessee shall have given Lessor
      written notice of the breach, and, within thirty (30) days after notice, Lessor
      has not cured the breach or, if the breach is such that it cannot reasonably
      be
      cured under the circumstances within thirty (30) days, has not commenced
      diligently to prosecute the cure to completion. The liability of Lessor pursuant
      to this Lease shall be limited to Lessor’s interest in the Building and any
      income therefrom and any money judgment obtained by Lessee based upon Lessor’s
      breach of this Lease or otherwise relating to this Lease or the Premises, shall
      be satisfied only out of the proceeds of the sale or disposition of Lessor’s
      interest in the Building (whether by Lessor or by execution of judgment). Lessee
      agrees that the obligations of Lessor under this Lease do not constitute
      personal obligations of the individual partners, whether general or limited,
      members, directors, officers or shareholders of Lessor, and Lessee shall not
      seek recourse against the individual partners, members, directors, officers
      or
      shareholders of Lessor or any of their personal assets for satisfaction of
      any
      liability with respect to this Lease. Upon any default by Lessor under this
      Lease, Lessee shall give notice by registered mail to any beneficiary or
      mortgagee of a deed of trust or mortgage encumbering the Premises, and/or any
      portion of the Project, whose address shall have been furnished to it, and shall
      offer such beneficiary or mortgagee a reasonable opportunity to cure the
      default, including time to obtain possession of the Premises, and/or Project,
      or
      any portion thereof, by power of sale or judicial foreclosure, if such should
      prove necessary to effect a cure.

     

    30.  RIGHTS
      RESERVED BY LESSOR.
      Lessor
      reserves the right from time to time, without abatement of Rentals and without
      limiting Lessor’s other rights under this Lease and (in the case of subsections
      (ii), (iii), (v) and (xi) below) so long as Lessee’s obligations under this
      Lease are not materially increased thereby nor Lessee’s rights materially
      decreased: (i) to install, use, maintain, repair and replace pipes, ducts,
      conduits, wires and appurtenant meters and equipment for service to other parts
      of the Project above the ceiling surfaces, below the floor surfaces, within
      the
      walls and in the central core areas, and to relocate any pipes, ducts, conduits,
      wires and appurtenant meters and equipment included in the Premises which are
      located in the Premises or located elsewhere outside the Premises, and to expand
      any building within the Project; (ii) to designate other land outside the
      current boundaries of the Project be a part of the Project, in which event
      the
      Parcel shall be deemed to include such additional land, and the Common Areas
      shall be deemed to include Common Areas upon such additional land; (iii) to
      add
      additional buildings and/or other improvements (including, without limitation,
      additional parking structures or extension of existing parking structures)
      to
      the Project, which may be located on land added to the Project pursuant to
      clause (ii) above; (iv) to make changes to the Common Areas, including, without
      limitation, changes in the location, size, shape and number of driveways,
      entrances, parking spaces, parking areas, loading and unloading areas, ingress,
      egress, direction of traffic, landscape areas and walkways; (v) to close
      temporarily any of the Common Areas for maintenance purposes so long as
      reasonable access to the Premises remains available; (vi) to use the Common
      Areas while engaged in making additional improvements, repairs or alterations
      to
      the Building or the Project, or any portion thereof; (vii) to grant the right
      to
      the use of the Exterior Common Area to the occupants of other improvements
      located on the Parcel; (viii) to designate the name, address, or other
      designation of the Building and/or Project, without notice or liability to
      Lessee; (ix) to close entrances, doors, corridors, elevators, escalators or
      other Building facilities or temporarily abate their operation; (x) to change
      or
      revise the business hours of the Building; and (xi) to do and perform such
      other
      acts and make such other changes in, to or with respect to the Common Areas,
      the
      Building or any other portion of the Project as Lessor deems to be appropriate
      in the exercise of its reasonable business judgment.

     

    31.  EXHIBITS.
      Exhibits
      and riders, if any, signed by the Lessor and the Lessee and endorsed on or
      affixed to this Lease are a part hereof.

     

    32.  WAIVER.
      No
      covenant, term or condition in this Lease or the breach thereof shall be deemed
      waived, except by written consent of the party against whom the waiver is
      claimed. Any waiver of the breach of any covenant, term or condition herein
      shall not be deemed to be a waiver of any preceding or succeeding breach of
      the
      same or any other covenant, term or condition. Acceptance by Lessor of any
      performance by Lessee after the time the same shall have become due shall not
      constitute a waiver by Lessor of the breach or default of any covenant, term
      or
      condition unless otherwise expressly agreed to by Lessor in writing. The
      acceptance by Lessor of any sum less than that which is required to be paid
      by
      Lessee shall be deemed to have been received only on account of the obligation
      for which it is paid (or for which it is allocated by Lessor, in Lessor’s
      absolute discretion, if Lessee does not designate the obligation as to which
      the
      payment should be credited), and shall not be deemed an accord and satisfaction
      notwithstanding any provisions to the contrary written on any check or contained
      in a letter of transmittal. Lessor’s efforts to mitigate damages caused by any
      default by Lessee shall not constitute a waiver of Lessor’s right to recover
      damages for any default by Lessee. No custom or practice which may arise between
      the parties hereto in the administration of the terms hereof shall be construed
      as a waiver or diminution of Lessor’s right to demand performance by Lessee in
      strict accordance with the terms of this Lease.

     

    33.  NOTICES.
      All
      notices, consents and demands which may or are to be required or permitted
      to be
      given by either party to the other hereunder shall be in writing. All notices,
      consents and demands by Lessor to Lessee shall be personally delivered, sent
      by
      overnight courier providing receipt of delivery (such as Federal Express),
      or
      sent by United States Certified Mail, postage prepaid return receipt requested,
      addressed to Lessee as designated in Article 1.l., or to such other place as
      Lessee may from time to time designate in a notice to Lessor pursuant to this
      Article 33. All notices and demands by Lessee to Lessor shall be personally
      delivered, sent by overnight courier providing receipt of delivery (such as
      Federal Express) or sent by United States Certified Mail, postage prepaid return
      receipt requested (provided that a copy of any such notice or demand so sent
      by
      United States Certified Mail shall be concurrently sent by Lessee to Lessor
      by
      facsimile transmission), addressed to Lessor as designated in Article 1.l.,
      or
      to such other person or place as Lessor may from time to time designate in
      a
      notice to Lessee pursuant to this Article 33. Notices sent by overnight courier
      shall be deemed delivered upon the next business day following deposit with
      such
      overnight courier for next business day delivery. Mailed notices shall be deemed
      delivered three (3) business days after deposit in the United States mail as
      required by this Article 33.

     

    
      
        
        

      

      
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    34.  JOINT
      OBLIGATIONS.
      If
      Lessee consists of more than one person or entity, the obligations of each
      Lessee under this Lease shall be joint and several.

     

    35.  MARGINAL
      HEADINGS.
      The
      captions of paragraphs and articles of this Lease are not a part of this Lease
      and shall have no effect upon the construction or interpretation of any part
      hereof.

     

    36.  TIME.
      Time is
      of the essence of this Lease and each and all of its provisions in which
      performance is a factor except as to the delivery of possession of the Premises
      to Lessee.

     

    37.  SUCCESSORS
      AND ASSIGNS.
      The
      covenants and conditions herein contained, subject to the provisions of Article
      13, apply to and bind the heirs, successors, executors, administrators, legal
      representatives and assigns of the parties hereto.

     

    38.  RECORDATION.
      Upon
      request by Lessor, Lessee shall execute and acknowledge a short form of this
      Lease in form for recording which may be recorded at Lessor’s election. Lessee
      shall not record this Lease or a short form or memorandum hereof without the
      prior written consent of Lessor.

     

    39.  QUIET
      POSSESSION.
      Upon
      Lessee paying the Rentals reserved hereunder and observing and performing all
      of
      the covenants, conditions and provisions on Lessee’s part to be observed and
      performed hereunder, Lessee shall have quiet possession of the Premises for
      the
      entire Term, subject to all the provisions of this Lease and subject to any
      ground or underlying leases, mortgages or deeds of trust now or hereafter
      affecting the Premises or the Building and the rights reserved by Lessor
      hereunder.

     

    40.  LATE
      CHARGES; ADDITIONAL RENT AND INTEREST.

     

    a.  Late
      Charges.
      Lessee
      acknowledges that late payment by Lessee to Lessor of Rentals or other sums
      due
      hereunder will cause Lessor to incur costs not contemplated by this Lease,
      the
      exact amount of which is impracticable or 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 the terms of any mortgage
      or
      trust deed covering the Premises or any part of the Project. Accordingly, if
      any
      installment of Rentals or any other sum due from Lessee is not received by
      Lessor or Lessor’s designee within five (5) days after the due date, then Lessee
      shall pay to Lessor, in each case, a late charge equal to ten percent (10%)
      of
      such overdue amount; provided, however, that with respect to the first such
      late
      payment in any twelve (12) consecutive month period during the Term, such late
      charge shall not be payable unless such late payment by Lessee shall not be
      cured within five (5) days following Lessee’s receipt of written notice from
      Lessor of such late payment. The parties agree that such late charge represents
      a fair and reasonable estimate of the cost that Lessor will incur by reason
      of
      late payment by Lessee. Acceptance of any late charges by Lessor shall in no
      event constitute a waiver of Lessee’s default with respect to such overdue
      amount, nor prevent Lessor from exercising any of its other rights and remedies
      under this Lease.

     

    b.  Rentals,
      Additional Rent and Interest.
      All
      taxes, charges, costs, expenses, and other amounts which Lessee is required
      to
      pay hereunder, including without limitation Lessee’s Percentage Share of
      Building Expenses allocated to the Office Cost Pool, and all interest and
      charges (including late charges) that may accrue thereon upon Lessee’s failure
      to pay the same and all damages, costs and expenses which Lessor may incur
      by
      reason of any default by Lessee shall be deemed to be additional rent hereunder.
      Upon nonpayment by Lessee of any additional rent, Lessor shall have all the
      rights and remedies with respect thereto as Lessor has for the nonpayment of
      Base Rent. The term “Rentals” as used in this Lease is Base Rent and all
      additional rent. Any payment due from Lessee to Lessor (including but not
      limited to Base Rent and all additional rent) which is not paid within five
      (5)
      days of when due shall bear interest from the date when due until paid, at
      an
      annual rate equal to the lesser of 10% per annum or the maximum rate that Lessor
      is allowed to contract for by law. Payment of such interest shall not excuse
      or
      cure any default by Lessee. In addition, Lessee shall pay all costs and
      attorneys’ fees incurred by Lessor in collection of such amounts. All Rentals
      and other moneys due under this Lease shall survive the Lease Termination.
      Interest on Rentals past due as provided herein shall be in addition to the
      late
      charges levied pursuant to 40.a. above. All Rentals shall be paid to Lessor,
      in
      lawful money of the United States of America which shall be legal tender at
      the
      time of payment, at the address of Lessor a provided herein, or to such other
      person or at such other place as Lessor may from time to time designate in
      writing. If at any time during the Term Lessee pays any Rentals by check which
      is returned for insufficient funds, Lessor shall have the right, in addition
      to
      any other rights or remedies Lessor may have hereunder, to require that Rentals
      thereafter be paid in cash or by cashier’s or certified check.

     

    41.  PRIOR
      AGREEMENTS.
      This
      Lease contains all of the agreements of the parties hereto with respect to
      the
      Premises, this Lease or any matter covered or mentioned in this Lease, and
      no
      prior agreements or understanding pertaining to any such matters shall be
      effective for any purpose. No provision of this Lease may be amended or added
      to
      except by an agreement in writing signed by the parties hereto or their
      respective successors in interest. This Lease shall not be effective or binding
      on Lessor until fully executed by Lessor.

     

    42.  INABILITY
      TO PERFORM.
      This
      Lease and the obligations of the Lessee hereunder shall not be affected or
      impaired because the Lessor is unable to fulfill any of its obligations
      hereunder or is delayed in doing so, if such inability or delay is caused by
      reason of strike, labor troubles, Acts of God, or any other cause, similar
      or
      dissimilar, beyond the reasonable control of the Lessor.

     

    43.  ATTORNEYS’
      FEES.
      If any
      litigation, judicial reference or arbitration proceeding is commenced between
      the parties hereto concerning this Lease and/or the rights and obligations
      including but not limited to claims in contract, tort or equity of either party
      in relation thereto, the party prevailing in such litigation or arbitration
      proceeding, or the non-dismissing party in the event of a dismissal with or
      without prejudice, shall be entitled, in addition to such other relief as may
      be
      granted, to a reasonable sum for any and all costs and expenses, including,
      without limitation, attorneys’ fees, expert witness fees, consultants’ fees,
      court costs, cost of paralegals, accounts, business office expenses of any
      kind
      or nature, including but not limited to staff, traveling expenses, telephone
      expenses, internal bookkeeping and accounting and any and all other costs and
      expenses of defense or prosecution incurred in connection therewith, whether
      specified herein or not. Any such attorneys’ fees and other costs and expenses
      incurred by the prevailing or non-dismissing party in enforcing a judgment
      in
      its favor under this Lease, whether or not suit is filed, shall be recoverable
      separately from and in addition to any other amount included in such judgment
      or
      award, and such obligation is intended to be severable from the other provisions
      of this Lease and to survive and not be merged into any such judgment or
      award.

     

    
      
        
        

      

      
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    44.  SALE
      OF PREMISES BY LESSOR.
      Upon a
      sale or conveyance by the Lessor herein named (and in case of any subsequent
      transfers or conveyances, the then grantor) of Lessor’s interest in the
      Building, other than a transfer for security purposes only, the Lessor herein
      named (and in case of any subsequent transfers or conveyances, the then grantor)
      shall be relieved, from and after the date of such transfer, of all obligations
      and liabilities accruing thereafter on the part of Lessor, provided that any
      funds in the hands of Lessor or the then grantor at the time of transfer and
      in
      which Lessee has an interest, less any deductions permitted by law or this
      Lease, shall be delivered to Lessor’s successor. Following such sale or
      conveyance by Lessor or the then grantor, Lessee agrees to look solely to the
      responsibility of the successor-in-interest of Lessor in and to this Lease.
      This
      Lease shall not be affected by any such sale or conveyance and Lessee agrees
      to
      attorn to the purchaser or assignee.

     

    45.  SUBORDINATION/ATTORNMENT.
      This
      Lease shall automatically be subject and subordinate to all ground or underlying
      leases which now exist or may hereafter be executed affecting any portion of
      the
      Project and to the lien of any mortgages or deeds of trust (including all
      advances thereunder, renewals, replacements, modifications, supplements,
      consolidations, and extensions thereof) in any amount or amounts whatsoever
      now
      or hereafter placed on or against any portion of the Project, or on or against
      Lessor’s interest or estate therein, or on or against any ground or underlying
      lease, without the necessity of the execution and delivery of any further
      instruments on the part of Lessee to effectuate such subordination. Lessor
      agrees to use commercially reasonable efforts to obtain, at no expense to
      Lessor, a commercially reasonable subordination and non-disturbance agreement
      from any current or future holder of any ground lease, lien, mortgage or deed
      of
      trust (“Holder”) that provides that so long as Lessee is not in default of this
      Lease beyond any applicable notice and cure period, such Holder shall recognize
      all of Lessee’s rights under this Lease (an “SNDA”); provided that Lessor’s
      failure to obtain such SNDA shall not affect this Lease in any way whatsoever
      or
      result in Lessor being deemed in default under this Lease. Lessee covenants
      and
      agrees to execute and deliver upon demand and without charge therefor, such
      further instruments evidencing the subordination of this Lease to such ground
      or
      underlying leases and/or to the lien of any such mortgages or deeds of trusts
      as
      may be required by Lessor or a lender making a loan affecting the Project;
      provided that such mortgagee or beneficiary under such mortgage or deed of
      trust
      or lessor under such ground or underlying lease agrees in writing that so long
      as Lessee is not in default under this Lease, this Lease shall not be terminated
      in the event of any foreclosure or termination of any ground or underlying
      lease. Failure of Lessee to execute such instruments evidencing subordination
      of
      this Lease shall constitute a default by Lessee under this Lease. If any
      mortgagee, beneficiary or lessor elects to have this Lease prior to the lien
      of
      its mortgage, deed of trust or lease, and shall give written notice thereof
      to
      Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or
      lease, whether this Lease is dated prior or subsequent to the date of said
      mortgage, deed of trust, or lease or the date of the recording
      thereof.

     

    If
      any
      proceedings are brought to terminate any ground or underlying leases or for
      foreclosure, or upon the exercise of the power of sale, under any mortgage
      or
      deed of trust covering any portion of the Project, Lessee shall attorn to the
      lessor or purchaser upon any such termination, foreclosure or sale and recognize
      such lessor or purchaser as the Lessor under this Lease. So long as Lessee
      is
      not in default hereunder and attorns as required above, this Lease shall remain
      in full force and effect for the full term hereof after any such termination,
      foreclosure or sale.

     

    46.  NAME.
      Lessee
      shall not use any name, picture or representation of the Building or Project
      for
      any purpose other than as an address of the business to be conducted by the
      Lessee in the Premises.

     

    47.  SEVERABILITY.
      Any
      provision of this Lease which proves to be invalid, void or illegal shall in
      no
      way affect, impair or invalidate any other provision of this Lease and all
      such
      other provisions shall remain in full force and effect; however, if Lessee’s
      obligation to pay the Rentals is determined to be invalid or unenforceable,
      this
      Lease shall terminate at the option of Lessor.

     

    48.  CUMULATIVE
      REMEDIES.
      Except
      has otherwise expressly provided in this Lease, no remedy or election hereunder
      shall be deemed exclusive but shall, wherever possible, be cumulative with
      all
      other remedies at law or in equity.

     

    49.  CHOICE
      OF LAW.
      This
      Lease shall be governed by the laws of the State of California.

     

    50.  SIGNS.
      Lessee
      shall not inscribe, paint, affix or place any sign, awning, canopy, advertising
      matter, decoration or lettering upon any portion of the Premises, including,
      without limitation, any exterior door, window or wall, without Lessor’s prior
      written consent. Lessor shall provide, at Lessor’s sole cost and expense,
      Building standard suite signage at the entrance of the Premises and
      identification for Lessee on the Building directories.

     

    51.  GENDER
      AND NUMBER.
      Wherever
      the context so requires, each gender shall include any other gender, and the
      singular number shall include the plural and vice-versa.

     

    52.  CONSENTS.
      Whenever
      the consent of Lessor is required herein, the giving or withholding of such
      consent in any one or any number of instances shall not limit or waive the
      need
      for such consent in any other or future instances. Any consent given by Lessor
      shall not be binding upon Lessor unless in writing and signed by Lessor or
      Lessor’s agents. Notwithstanding any other provision of this Lease, where Lessee
      is required to obtain the consent of Lessor to do any act, or to refrain from
      the performance of any act, Lessee agrees that if Lessee is in default with
      respect to any term, condition, covenant or provision of this Lease beyond
      any
      applicable notice and cure period, then Lessor shall be deemed to have acted
      reasonably in withholding its consent if said consent is, in fact,
      withheld.

     

    
      
        
        

      

      
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    53.  BROKERS. Lessor
      shall be responsible, pursuant to separate written agreement, for the payment
      of
      the commission in connection with this Lease owing to the brokers designated
      in
      Article 1.m. Lessee warrants that it has had no dealing with any real estate
      broker or agents in connection with the negotiation of this Lease excepting
      only
      the broker or agent designated in Article 1.m., and that it knows of no other
      real estate broker or agent who is entitled to or can claim a commission in
      connection with this Lease. Lessee agrees to indemnify, defend and hold Lessor
      harmless from and against any and all claims, demands, losses, liabilities,
      lawsuits, judgments, and costs and expenses (including, without limitation,
      reasonable attorneys’ fees and expenses) with respect to any alleged leasing
      commission or equivalent compensation alleged to be owing on account of Lessee’s
      dealings with any real estate broker or agent other than those designated in
      Article 1.m.
      Lessor
      agrees to indemnify, defend and hold Lessee harmless from and against any and
      all claims, demands, losses, liabilities, lawsuits, judgments, and costs and
      expenses (including, without limitation, reasonable attorneys’ fees and
      expenses) with respect to any alleged leasing commission or equivalent
      compensation alleged to be owing on account of Lessor’s dealings with any real
      estate broker or agent.

     

    54.  SUBSURFACE
      AND AIRSPACE.
      This
      Lease confers on Lessee no rights either with respect to the subsurface of
      the
      Parcel or with regard to airspace above the top of the Building or above any
      paved or landscaped areas on the Parcel or Common Area and Lessor expressly
      reserves the right to use such subsurface and airspace areas, including without
      limitation the right to perform construction work thereon and in regard thereto.
      Any diminution or shutting off of light, air or view by any structure which
      may
      be erected by Lessor on those portions of the Parcel, Common Area and/or
      Building reserved by Lessor shall in no way affect this Lease or impose any
      liability on Lessor. Lessor shall have the exclusive right to use all or any
      portion of the roof, side and rear walls of the Premises and Building for any
      purpose so long as such use does not materially interfere with the permitted
      use
      or occupancy of the Premises by Tenant. Lessee shall have no right whatsoever
      to
      the exterior of the exterior walls or the roof of the Premises or any portion
      of
      the Project outside the Premises except as provided in Article 55 of this
      Lease.

     

    55.  COMMON
      AREA.
      For
      purposes of the Lease, “Common Area” shall collectively mean the
      following:

     

    a.  Exterior
      Common Area.
      That
      portion of the Parcel other than the land comprising the property, and all
      facilities and improvements on such portion for the non-exclusive use of Lessee
      in common with other authorized users, including, but not limited to, vehicle
      parking areas, driveways, sidewalks, landscaped areas, and the facilities and
      improvements necessary for the operation thereof (the “Exterior Common Area”);
      and

     

    b.  Building
      Common Area.
      That
      portion of the Building in which the Premises are located, and all of the
      facilities therein, set aside by Lessor for the non-exclusive use of Lessee
      in
      common with other authorized users, including, but not limited to, entrances,
      lobbies, halls, atriums, corridors, toilets and lavatories, passenger elevators
      and service areas (the “Building Common Area”).

     

    Subject
      to the limitations and restrictions contained in this Lease, and the Rules
      and
      Regulations, Lessor grants to Lessee and Lessee’s Agents the nonexclusive right
      to use the Common Area in common with Lessor, Lessor’s agent, other occupants of
      the Building and Project, other authorized users and their agents, subject
      to
      the provisions of this Lease. The right to use the Common Area shall terminate
      upon Lease Termination.

     

    56.  LABOR
      DISPUTES.
      If
      Lessee becomes involved in or is the object of a labor dispute which subjects
      the Premises or any part of the Project to any picketing, work stoppage, or
      other concerted activity which in the reasonable opinion of Lessor is in any
      manner detrimental to the operation of any part of the Project, or its tenants,
      Lessor shall have the right to require Lessee, at Lessee’s own expense and
      within a reasonable period of time specified by Lessor, to use Lessee’s best
      efforts to either resolve such labor dispute or terminate or control any such
      picketing, work stoppage or other concerted activity to the extent necessary
      to
      eliminate any interference with the operation of the Projector its tenants.
      To
      the extent such labor dispute interferes with the performance of Lessor’s duties
      hereunder, Lessor shall be excused from the performance of such duties and
      Lessee hereby waives any and all claims against Lessor for damages or losses
      in
      regard to such duties. If Lessee fails to use its best efforts to so resolve
      such dispute or terminate or control such picketing, work stoppage or other
      concerted activity within the period of time specified by Lessor, Lessor shall
      have the right to terminate this Lease. Nothing contained in this Article 56
      shall be construed as placing Lessor in an employer-employee relationship with
      any of Lessee’s employees or with any other employees who may be involved in
      such labor dispute. Lessee shall indemnify, defend and hold harmless Lessor
      from
      and against any and all liability (including, without limitation, attorneys’
fees and expenses) arising from any labor dispute in which Lessee is involved
      and which affects any part of the Project.

     

    57.  CONDITIONS.
      All
      agreements by Lessee contained in this Lease, whether expressed as covenants
      or
      conditions, shall be construed to be covenants, conferring upon Lessor, upon
      breach thereof, the right to terminate this Lease.

     

    58.  LESSEE’S
      FINANCIAL STATEMENTS.
      At any
      time during the Term, but only once per calendar year, Lessee shall, within
      fifteen (15) days following receipt of Lessor’s written request, furnish Lessor
      with financial statements dated no earlier than one (1) year before such
      request, or, if available, audited financial statements prepared by an
      independent certified public accountant with copies of the auditor’s statement,
      reflecting Lessee’s then current financial condition. Notwithstanding the above,
      in the event Lessee is in default beyond any applicable notice and cure period,
      Lessee shall furnish said financial statements to Lessor immediately upon
      receipt of Lessor’s written request. Lessee hereby warrants that all financial
      statements delivered by Lessee to Lessor prior to the execution of this Lease
      by
      Lessee, or that shall be delivered in accordance with the terms hereof, are
      or
      shall be at the time delivered true, correct, and complete, and prepared in
      accordance with generally accepted accounting principles. Lessee acknowledges
      and agrees that Lessor is relying on such financial statements in accepting
      this
      Lease, and that a breach of Lessee’s warranty as to such financial statements
      shall constitute a default by Lessee. The provisions of this Article 58 shall
      not apply to any tenant whose stock is traded on any national exchange.


     

    
      
        
        

      

      
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    59.  LESSOR
      NOT A TRUSTEE.
      Lessor
      shall not be deemed to be a trustee of any funds paid to Lessor by Lessee (or
      held by Lessor for Lessee) pursuant to this Lease. Lessor shall not be required
      to keep any such funds separate from Lessor’s general funds or segregated from
      any funds paid to Lessor by (or held by Lessor for) other tenants of the
      Building. Any funds held by Lessor pursuant to this Lease shall not bear
      interest.

     

    60.  MERGER.
      The
      voluntary or other surrender of this Lease by Lessee, or a mutual cancellation
      thereof, shall not work a merger, and shall, at the option of the Lessor,
      terminate all or any existing subleases or subtenancies, or may, at the option
      of Lessor, operate as an assignment to it of any or all such subleases or
      subtenancies.

     

    61.  NO
      PARTNERSHIP OR JOINT VENTURE.
      Nothing
      in this Lease shall be construed as creating a partnership or joint venture
      between Lessor, Lessee, or any other party, or cause Lessor to be responsible
      for the debts or obligations of Lessee or any other party.

     

    62.  LESSOR’S
      RIGHT TO PERFORM LESSEE’S COVENANTS.
      Except
      as otherwise expressly provided herein, if Lessee fails at any time to make
      any
      payment or perform any other act on its part to be made or performed under
      this
      Lease, then upon ten (10) days written notice to Lessee (provided that no such
      notice shall be required in the event of an emergency), and provided that Lessee
      has not commenced to cure such failure and is not then diligently prosecuting
      such cure to completion, Lessor may, but shall not be obligated to, and without
      waiving or releasing Lessee from any obligation under this Lease, make such
      payment or perform such other act to the extent that Lessor may deem desirable,
      and in connection therewith, pay expenses and employ counsel. All sums so paid
      by Lessor and all penalties, interest and costs in connection therewith shall
      be
      due and payable by Lessee to Lessor as additional rent upon demand.

     

    63.  PLANS..
      Lessee
      acknowledges that any plan of the Project which may have been displayed or
      furnished to Lessee or which may be a part of Exhibit “A” or Exhibit “B” is
      tentative; Lessor may from time to time change the shape, size, location,
      number, and extent of the improvements shown on any such plan and eliminate
      or
      add any improvements to the Project, in Lessor’s sole discretion.

     

    64.  RELOCATION.
      Intentionally omitted.

     

    65.  WAIVER
      OF JURY.
      LESSOR
      AND LESSEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY ON ANY CAUSE
      OF
      ACTION, CLAIM, COUNTER-CLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR
      HEARING BROUGHT BY EITHER LESSOR AGAINST LESSEE OR LESSEE AGAINST LESSOR ON
      ANY
      MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
      LEASE.

     

    66.  FURNITURE.
      Lessor
      hereby grants to Lessee the exclusive,
      irrevocable right
      to
      use the furniture listed on Exhibit “E” hereto (the “Lessor’s Personal
      Property”) during the Term, as the same may be extended. Lessee, at Lessee’s
      sole cost, shall maintain, repair and (as necessary) replace Lessor’s Personal
      Property to keep it in its condition upon delivery of possession of the
      Premises, reasonable wear and tear, casualty and condemnation excepted (and
      any
      such replacements shall be deemed to thereafter constitute a part of Lessor’s
      Personal Property for purposes of the Lease);
      provided, however, Lessee shall not be required to replace any of Lessor’s
      Personal Property which wears out in the normal course of use, becomes obsolete
      during the Term
      or
      destroyed by casualty or condemnation.
      However, notwithstanding Lessee’s use of Lessor’s Personal Property and work of
      maintenance, repair and replacement thereof, Lessor’s Personal Property shall
      remain the sole property of Lessor throughout the Term of the Lease and shall
      be
      surrendered with the Premises in the same
      condition
      received,
      reasonable wear and tear, casualty and condemnation excepted, upon the
      expiration of the Term or earlier termination of the Lease.
      Lessor
      agrees that it shall remove any personal property in the Premises on or before
      the Commencement Date that is not on Exhibit “E” hereto from the Premises at its
      sole cost and expense within a reasonable period of time after receipt of
      Lessee’s request.

     

    67.  JOINT
      PARTICIPATION.
      Lessor
      and Lessee hereby acknowledge that both parties have been represented by counsel
      in connection with this Lease and that both parties have participated in the
      negotiation and drafting of all of the terms and provisions hereof. By reason
      of
      this joint participation, no term or provision of this Lease will be construed
      against either party as the “drafter” thereof, which terms and provisions shall
      include, without limitation, Article 14 hereof. 

     

    68.  NON
      DISCLOSURE.
      Lessee
      acknowledges that the content of this Lease and the terms and conditions of
      Lessee’s lease of the Premises during the Term pursuant hereto are confidential
      information. Lessee shall keep, and Lessee shall cause Lessee’s broker to keep,
      such confidential information strictly confidential and neither Lessee nor
      Lessee’s broker shall disclose such confidential information to any person or
      entity other than Lessee’s financial, legal, and space planning consultants, or
      as may be required by applicable disclosure laws or other applicable laws.
      Without limiting the generality of the foregoing, Lessee shall cause Lessee’s
      broker not to include any of the terms and conditions of Lessee’s lease of the
      Premises during the Term on Lessee’s broker’s inventory tracking systems or
      other systems reporting on lease transactions within the
      marketplace.

     

    
      
        
        

      

      
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    69.  COUNTERPARTS.
      This
      Lease may be executed in any number of counterparts, each of which shall be
      deemed to be an original, but any number of which, taken together, shall be
      deemed to constitute one and the same instrument.

     

    IF
      THIS
      LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY
      FOR APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE LESSOR BY
      THE
      REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
      LEGAL
      EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTIONS RELATING
      THERETO.

    


     

    [Signatures
      on following page]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have entered into this Lease as of the
      date
      first written above.

     

    
      	LESSOR:	 	LESSEE:
	 	 	 	 	 	 
	EAGLE SQUARE PARTNERS,	 	SOURCEFORGE, INC.,
	a California limited
              partnership	 	a Delaware corporation
	 	 	 	 	 	 
	By:  	PROM XX, INC., a
              California	 	By: /s/ Patricia S.
              Morris
	 	corporation, its general
              partner	 	 	 
	 	 	 	 	Print Name: Patricia S.
              Morris
	 	By:  	PROMETHEUS REAL ESTATE 	 	 
	 	 	GROUP, INC., a California
              corporation,	 	Its: CFO
	 	 	agent for owner	 	 
	 	 	 	 	
            
	 	 	By: /s/ Jaclyn B. Safier	 	By: /s/ Ali
              Jenab
	 	 	 	 	
            
	 	 	Print Name: Jaclyn B. Safier	 	Print Name: Ali
              Jenab
	 	 	 	 	
            
	 	 	Its: Executive Vice
              President/Principal	 	Its: President and CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: /s/ William R. Leira	 	 
	 	 	 	 	 
	 	 	Print Name: William R. Leira	 	 
	 	 	 	 	 
	 	 	Its: Assistant Secretary	 	 


    

       

    
      
        
        

      

      
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    EXHIBIT
      “A”

     

    FLOOR
      PLAN OF THE PREMISES

     

    
      
 

       

       

       

       

       

    

     

    
      
        
        

      

      
        Exhibit
          "A" - Page 1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “B”

     

    DEPICTION
      OF THE PROJECT

     

    


      

     

     

     

     

     

    


    
      
        
        

      

      
        Exhibit
          "B" - Page 1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “C”

    


    WORK
      LETTER 

    


     

     

     

     

    
 

    
      
        
        

      

      
        Exhibit
          "C" - Page
          1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “D”

     

    RULES
      AND REGULATIONS

     

     

     

     

     

     

    
      
        
        

      

      
        Exhibit
          "D" - Page
          1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “E”

    


    LESSOR’S
      PERSONAL PROPERTY

     

     

     

     

     

     

    
      
        
        

      

      
        Exhibit
          "E" - Page
          1