Office Lease



  
 Exhibit 10.12

 OFFICE LEASE 
  

SUNNYVALE CITY CENTER 
  

SPF MATHILDA, LLC, 
 a Delaware limited liability company, 
 as Landlord, 

and 
 KAYAK
SOFTWARE CORPORATION, 
 a Delaware corporation, 
 as Tenant. 







  
 TABLE OF CONTENTS

  

					
	  	  	Page	 
		
	 ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS
	  	 	4	  
	 ARTICLE 2 LEASE TERM
	  	 	5	  
	 ARTICLE 3 BASE RENT
	  	 	7	  
	 ARTICLE 4 ADDITIONAL RENT
	  	 	8	  
	 ARTICLE 5 USE OF PREMISES
	  	 	15	  
	 ARTICLE 6 SERVICES AND UTILITIES
	  	 	15	  
	 ARTICLE 7 REPAIRS
	  	 	17	  
	 ARTICLE 8 ADDITIONS AND ALTERATIONS
	  	 	17	  
	 ARTICLE 9 COVENANT AGAINST LIENS
	  	 	20	  
	 ARTICLE 10 INSURANCE
	  	 	20	  
	 ARTICLE 11 DAMAGE AND DESTRUCTION
	  	 	22	  
	 ARTICLE 12 NONWAIVER
	  	 	24	  
	 ARTICLE 13 CONDEMNATION
	  	 	24	  
	 ARTICLE 14 ASSIGNMENT AND SUBLETTING
	  	 	24	  
	 ARTICLE15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES
	  	 	28	  
	 ARTICLE 16 HOLDING OVER
	  	 	28	  
	 ARTICLE 17 ESTOPPEL CERTIFICATES
	  	 	28	  
	 ARTICLE 18 SUBORDINATION
	  	 	29	  
	 ARTICLE 19 DEFAULTS; REMEDIES
	  	 	29	  
	 ARTICLE 20 COVENANT OF QUIET ENJOYMENT
	  	 	31	  
	 ARTICLE 21 SECURITY DEPOSIT
	  	 	32	  
	 ARTICLE 22 INTENTIONALLY OMITTED
	  	 	32	  
	 ARTICLE 23 SIGNS
	  	 	32	  
	 ARTICLE 24 COMPLIANCE WITH LAW
	  	 	33	  
	 ARTICLE 25 LATE CHARGES
	  	 	33	  
	 ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT
	  	 	33	  
	 ARTICLE 27 ENTRY BY LANDLORD
	  	 	34	  
	 ARTICLE 28 TENANT PARKING
	  	 	34	  
	 ARTICLE 29 MISCELLANEOUS PROVISIONS
	  	 	35	  

  

 

							
	 EXHIBITS
	  			
			
	 A
	    	 OUTLINE OF PREMISES
	  			
	 B
	    	 TENANT WORK LETTER
	  			
	 B-l
	    	 SPACE PLAN
	  			
	 C
	    	 FORM OF NOTICE OF LEASE TERM DATES
	  			
	 D
	    	 RULES AND REGULATIONS
	  			
	 E
	    	 FORM OF TENANT’S ESTOPPEL CERTIFICATE
	  			


  
 (i)









  
 INDEX

  

					
	 	  	Page(s)	 
	 Accountant
	  	 	11	  
	 Additional Rent
	  	 	5	  
	 Additional Rent Abatement
	  	 	4	  
	 Affiliate
	  	 	24	  
	 Alterations
	  	 	14	  
	 Base Rent
	  	 	4	  
	 BOMA
	  	 	2	  
	 Brokers
	  	 	35	  
	 Building
	  	 	1	  
	 Building Common Areas
	  	 	1	  
	 Building Direct Expenses
	  	 	5	  
	 Building Hours
	  	 	12	  
	 Building Operating Expenses
	  	 	5	  
	 Building Tax Expenses
	  	 	5	  
	 City Parking Access Area
	  	 	31	  
	 City Parking Rights
	  	 	32	  
	 Common Areas
	  	 	1	  
	 Comparable Buildings
	  	 	1	  
	 Comparable Transactions
	  	 	2	  
	 Concessions
	  	 	2	  
	 Construction
	  	 	36	  
	 Contemplated Effective Date
	  	 	23	  
	 Contemplated Transfer Space
	  	 	23	  
	 Cost Pools
	  	 	10	  
	 Damage Termination Date
	  	 	20	  
	 Damage Termination Notice
	  	 	20	  
	 Direct Expenses
	  	 	5	  
	 Eligibility Period
	  	 	13	  
	 Estimate
	  	 	10	  
	 Estimate Statement
	  	 	10	  
	 Estimated Excess
	  	 	10	  
	 Excess
	  	 	10	  
	 Expense Year
	  	 	5	  
	 Extension Option
	  	 	2	  
	 Fitness Center
	  	 	38	  
	 Fitness Center Users
	  	 	38	  
	 Force Majeure
	  	 	34	  
	 Holidays
	  	 	12	  
	 HVAC
	  	 	12	  
	 Identification Requirements
	  	 	37	  
	 Initial Notice
	  	 	13	  
	 Intention to Transfer Notice
	  	 	23	  
	 Landlord
	  	 	I	  
	 Landlord Default
	  	 	13	  
	 Landlord Parties
	  	 	17	  
	 Landlord Repair Notice
	  	 	19	  
	 Lease
	  	 	1	  
	 Lease Commencement Date
	  	 	2	  


  
 (ii)










					
	 	  	Page(s)	 
	 Lease Expiration Date
	  	 	2	  
	 Lease Month
	  	 	2	  
	 Lease Term
	  	 	2	  
	 Lines
	  	 	37	  
	 Mail
	  	 	34	  
	 Management Fee Cap
	  	 	7	  
	 Nine Month Period
	  	 	23	  
	 Notice of Lease Term Dates
	  	 	2	  
	 Notices
	  	 	34	  
	 Operating Expenses
	  	 	6	  
	 Option Exercise Notice
	  	 	3	  
	 Option Rent
	  	 	2	  
	 Option Rent Notice
	  	 	3	  
	 Option Term
	  	 	2	  
	 Original Improvements
	  	 	18	  
	 Original Tenant
	  	 	2	  
	 Other Improvements
	  	 	36	  
	 Outside Agreement Date
	  	 	3	  
	 Outside Date
	  	 	4	  
	 Permitted Assignee
	  	 	25	  
	 Premises
	  	 	1	  
	 Project
	  	 	1	  
	 Proposition 13
	  	 	9	  
	 Renovations
	  	 	36	  
	 Rent
	  	 	5	  
	 rentable square feet
	  	 	1	  
	 Security Deposit
	  	 	29	  
	 Statement
	  	 	10	  
	 Subject Space
	  	 	22	  
	 Summary
	  	 	1	  
	 Tax Expenses
	  	 	8	  
	 Tenant
	  	 	I	  
	 Tenant Improvement Allowance
	  	 	16	  
	 Tenant Work Letter
	  	 	1	  
	 Tenant’s Share
	  	 	9	  
	 Transfer Notice
	  	 	22	  
	 Transferee
	  	 	22	  
	 Underlying Documents
	  	 	6	  


  
 (iii)









  
 SUNNYVALE CITY
CENTER 
 OFFICE LEASE 
 This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and
between SPF MATHILDA, LLC, a Delaware limited liability company (“Landlord”), and KAYAK SOFTWARE CORPORATION, a Delaware corporation (“Tenant”). 

SUMMARY OF BASIC LEASE INFORMATION 
  

											
	 TERMS OF LEASE
	  		  	DESCRIPTION
					
	 1.
	  	Date:	  		  		  	November 25, 2009
				
	 2.
	  	Premises	  		  	
		  	(Article 1).	  		  	
					
		  	2.1	  	Building:	  		  	150 Mathilda Place. Sunnyvale. California
		  	2.2	  	Premises:	  		  	 Approximately 5.116 rentable square feet of
 space located on the second (2nd ) floor of the
 Building and commonly known as Suite 202,

as further set forth in Exhibit A to the Office
 Lease.

				
	 3.
	  	Lease Term	  		  	
		  	(Article 2).	  	  
					
		  	3.1	  	Length of Term:	  		  	Five (5) years and two (2) months.
		  	3.2	  	 Lease Commencement

Date:
	  		  	 The earlier to occur of (i) the date upon which
 Tenant first commences to conduct business
 in the Premises and (ii) the later of (A)

December 1, 2009 and (B) the first business
 day
following the calendar week during
 which the Premises are Ready for Occupancy.

					
		  	3.3	  	Lease Expiration Date:	  		  	 If the Lease Commencement Date shall be the
 first day of a calendar month, then the day
 immediately preceding the sixty-second

(62nd) month anniversary of the Lease
 Commencement Date; or, if the Lease

Commencement Date shall be other than the first

day of a calendar month, then the last day of the

month in which the sixty-second (62nd) month

anniversary of the Lease Commencement Date

occurs.



  
 - i -









 4.        Base Rent (Article 3): 

 

									
	 Period During

Lease Term
	  	Annual
        
Base Rent        	    	 Monthly
 Installment

        of Base Rent    
    
	    	 Approximate
 Monthly
 Rental Rate

per Rentable
         Square Foot        

				
	 Lease Months 1 - 14
	  	$113,575.20	    	$9,464.60	    	$1.85
				
	 Lease Months 15 - 26
	  	$117,258.72	    	$9,771.56	    	$1.91
				
	 Lease Months 27 - 38
	  	$120,328.32	    	$10,027.36	    	$1.96
				
	 Lease Months 39 - 50
	  	$124,011.84	    	$10,334.32	    	$2.02
				
	 Lease Month 51 -

Lease Expiration Date
	  	$127,695.36	    	$10,641.28	    	$2.08

 * Notwithstanding
anything to the contrary contained in the foregoing schedule of Base Rent, 
 Tenant shall be entitled to the Rent Abatement in
accordance with Section 3.2 of this Lease. 
  

					
	 5.
	  	 Tenant’s Share

(Article 4):
	  	Approximately 3.817%.
	 6.
	  	 Permitted Use
 (Article
5):
	  	General office and administrative support use consistent with a first-class office building.
	 7.
	  	 Security Deposit
 (Article
21):
	  	$18,929.20.
	 8.
	  	 Parking Pass Ratio
 (Article
28):
	  	 Two and 86/100 (2.86) unreserved parking
 passes for every 1,000 rentable square feet of
 the Premises, which equals fourteen (14)

unreserved parking passes for the Premises.

	 9.
	  	 Address of Tenant
 (Section
29.18):
	  	 Kayak Software Corporation
 55
North Water Street, Suite 1
 Norwalk, Connecticut 06854
 Attention: Karen Klein

	 10.
	  	 Address of Landlord

(Section 29.18):
	  	See Section 29.18 of the Lease.


  
 - 2 -









  

							
	 11.
	    	 Broker(s)
 (Section
29.24):
	  		  	Representing Landlord:
		    		  		  	 CPS CORFAC International
 475
El Camino Real. Suite 100
 Santa Clara, California 95050
 Attention: Steve Horton

		    		  		  	and
		    		  		  	 CB Richard Ellis
 225 W. Santa
Clara Street, Suite 1050
 San Jose, California 95113
 Attention: Jeff Houston

		    		  		  	and
		    		  		  	 CB Richard Ellis
 Two Palo Alto
Square, Suite 100
 3000 El Camino Real

Palo Alto, California 94306
 Attention: Michael
Frost

		    		  		  	Representing Tenant:
		    		  		  	 Colliers International - Silicon Valley
 450 W. Santa Clara Street
 San Jose, California 95113

Attention: Jeffrey L. Rogers

	 12.
	    	 Tenant Improvement Allowance

(Section 8.6):
	  		  	$5,000.00.


  
 - 3 -









  
 ARTICLE 1

 PREMISES, BUILDING, PROJECT, AND COMMON AREAS 

1.1 Premises, Building, Project and Common Areas. 

1.1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises
set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto and each floor or floors of the Premises has the number of rentable
square feet as set forth in Section 2.2 of the Summary. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the
consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it lo be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the
purpose of Exhibit A is to show the approximate location of the Premises in the “Building.” as that term is defined in Section 1.1.2. below, only, and such Exhibit is not meant to constitute an agreement,
representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas.” as that term is defined in Section 1.1.3, below, or the elements thereof or of the
accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the
“Tenant Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that, except as explicitly set forth in this Lease,
neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s
business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in good and sanitary order,
condition and repair. 
 1.1.2 The Building and The Project. The Premises are a part of the
building set forth in Section 2.1 of the Summary (the “Building”). ‘The Building is part of an office project known as “Sunnyvale City Center.” The term
“Project.” as used in this Lease, shall mean (i) the Building and the Common Areas, (ii) the land (which is improved with landscaping, subterranean parking facilities and other improvements) upon which the
Building and the Common Areas are located, (iii) the other office buildings located adjacent to the Building and the land upon which such adjacent office building is located, and (iv) at Landlord’s discretion, any additional real
property, areas, land, buildings or other improvements added thereto outside of the Project. 
 1.1.3
Common Areas. Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject to the rules and regulations referred to in Article 5 of this Lease, those portions of the Project which are
provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for
the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the “Common Areas”). The Common Areas shall consist of the “Project Common Areas”
and the “Building Common Areas.” The term “Project Common Areas,” as used in this Lease, shall mean the portion of the Project designated as such by Landlord. The term “Building Common
Areas.” as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. The manner in which the Common Areas are maintained and operated shall be at the sole discretion
of Landlord, provided that Landlord shall maintain and operate the same in a manner consistent with that of other Class A. mid-rise office buildings in the downtown areas of Sunnyvale, Palo Alto and Mountain View. California, which buildings are
comparable in quality of appearance, services, and amenities (the “Comparable Buildings”) and the use thereof shall be subject to such rules, regulations and restrictions as Landlord may make from time to time.
Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas. 
 1.2 Verification of Rentable Square Feet of Premises, Building, and Project. For purposes of this Lease, “rentable square feet” shall be calculated pursuant to the Standard
Method for Measuring Floor Area in Office Buildings. ANSI Z65.1- 1996 (“BOMA”), provided that the rentable square footage of the Building shall include all of (and the rentable square footage of the Premises therefore shall include
a portion of) the square footage of the ground floor common areas located within the Building and the common area and occupied space of the portion of the Building or Project dedicated to the service of the Building. For all purposes under this
Lease, including, without limitation, calculation of Base Rent and Tenant’s Share of Building Direct Expenses, the Premises (but not any other space in the Project subsequently leased by Tenant) are stipulated to contain the number of rentable
square feet set forth in Section 2.2 of the Summary and the Building is stipulated to contain the number of rentable square feet set forth in Section 2.1 of the Summary. 

  
 - 4 -









  
 ARTICLE 2

 LEASE TERM 
 2.1 Initial Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the “Lease Term”) shall
be as set forth in Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the “Lease Commencement Date”), and shall terminate on the date set forth in
Section 3.3 of the Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated as hereinafter provided. For purposes of this Lease, the term “Lease Month”
shall mean each calendar month during the Lease Term; provided, however, that the first Lease Month shall commence on the Lease Commencement Date and (a) if the Lease Commencement Date shall be the first day of a calendar month, then it
shall end on the last day of said calendar month, or (b) if the Lease Commencement Date shall be other than the first day of a calendar month, then it shall end on the last day of said calendar month (and, accordingly, shall be shorter than a
calendar month). At any time during the Lease Term. Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C. attached hereto (the “Notice of Lease Term Dates”), as a confirmation of
the information set forth therein, which Tenant shall execute and return to Landlord within ten (10) days of receipt thereof (provided that if said notice is not factually correct, then Tenant shall make such changes as are necessary to make
the notice factually correct and shall thereafter execute and return such notice to Landlord within such ten (10) day period), and thereafter the dates set forth on such notice shall be conclusive and binding upon ‘Tenant. Failure of
Tenant to timely execute and deliver the Notice of Lease Term Dates shall constitute an acknowledgment by Tenant that the statements included in such notice are true and correct, without exception. 

2.2 Option Term. 
   2.2.1 Option Right. Landlord hereby grants the ‘Tenant named in this Lease (the “Original Tenant”), one (1) option to extend
(“Extension Option”) the Lease Term For a period of three (3) years (the “Option Term”), which option shall be exercisable only by written notice delivered by Tenant to Landlord as
provided below, provided that, as of the date of delivery of such notice, Tenant is not in default under this Lease and Tenant has not previously been in default under this Lease. Upon the proper exercise of such Extension Option, and provided that,
at Landlord’s option, as of the end of the initial Lease Term. Tenant is not in default under this Lease and Tenant has not previously been in default under this Lease, the Lease Term, as it applies to the Premises, shall be extended For a
period of three (3) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and may only be exercised by the Original Tenant or any “Permitted Assignee.” as that term is defined in
Section 14.8 below (but not any other assignee, sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant and/or such Permitted Assignee occupies the entire Premises. 

  2.2.2 Option Rent. The rent payable by Tenant (or a Permitted Assignee) during the
Option Term (the “Option Rent”) shall be equal to the rent (including additional rent and considering any “triple net” applicable thereto or “base year” or “expense stop” applicable
thereto), on an annual per rentable square foot basis, including all escalations, at which tenants, as of the commencement of the Option Term, are leasing non-sublease, non-encumbered, non-equity space comparable in size, location and quality to the
Premises for a term of three (3) years, in an arm’s length transaction consummated during the twelve (12) month period prior to the date on which Landlord delivers to Tenant the “Option Rent Notice.” as this term is defined
below, which comparable space is located in the Project, or if there is not a sufficient number of comparable transactions in the Project, then in the Comparable Buildings (“Comparable Transactions”), taking into consideration only
the following concessions (“Concessions”): 

  
 - 5 -









 
(a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such
comparable space, taking into account, and deducting the value of, the existing improvements in the Premises, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by Tenant
based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant: provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to (i) the fact that
Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to lease the Premises during the Option Term or the fact that the Comparable Transactions do or do not involve the
payment of real estate brokerage commissions, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable
spaces; provided that, in no event shall the Base Rent component of the Option Rent, on an annual per rentable square foot basis, be less than the Base Rent being paid by Tenant under this Lease at the expiration of the initial Lease Term; and
further provided that, Tenant shall continue to pay Tenant’s Share of Building Direct Expenses during the Option Term in accordance with Article 4 below. The Option Rent shall additionally include a determination as to whether, and if so
to what extent, Tenant must provide Landlord with financial security, such as a security deposit, letter of credit or guaranty, for Tenants rent obligations during the Option Term. Such determination shall be made by reviewing the extent of
financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to
account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding anything to the contrary contained in this Section 2.2.2 above, if there are not a sufficient number of Comparable
Transactions with a comparable lease term to the Option Term to determine the rental rate for a lease of such duration, then the rental rate for purposes of this Section 2.2.2 shall be equal to that of Comparable Transactions with a term
of five (5) years. 
 2.2.3 Exercise of Option. The Extension Option contained in this
Section 2.2 shall be exercised by Tenant (or a Permitted Assignee), if at all, only in the following manner; (i) Tenant (or a Permitted Assignee) shall deliver irrevocable written notice to Landlord not more than twelve
(12) months nor less than eight (8) months prior to the expiration of the initial Lease Term stating that Tenant is interested in exercising its option; (ii) Landlord, after receipt of Tenant’s notice, shall deliver notice (the
“Option Rent Notice”), to Tenant not less than seven (7) months prior to the expiration of the initial Lease term, setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on
or before the earlier of (A) the date occurring six (6) months prior to the expiration of the initial Lease Term, and (B) the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, exercise the
option by delivering irrevocable written notice thereof (the “Option Exercise Notice”) to Landlord, and upon, and concurrently with, such exercise, Tenant may, at its option, object to the Option Rent contained in the Option
Rent Notice, in which case the parties shall follow the procedure, and the Option Rent shall be determined, as set forth in Section 2.2.4 below. 
 2.2.4 Determination of Option Rent. In the event Tenant timely and appropriately objects to the Option Rent, Landlord and Tenant shall attempt to agree upon the Option Rent using their best
good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then each party shall make a separate
determination of the Option Rent within live (5) business days, and such determinations shall be submitted to arbitration in accordance with Sections 2.2.4.1 through 2.2.4.7. below. 

  2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker
who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of Comparable Buildings. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or
Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.2.2 of this Lease. Each such arbitrator shall be appointed within fifteen
(15) days after the Outside Agreement Date. 
   2.2.4.2 The two arbitrators so appointed shall
within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two
arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant. 

  
 - 6 -









  

2.2.4.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a
decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof. 
 2.2.4.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. 
 2.2.4.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify
Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 

2.2.4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to
appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-applicable arbitration before a J.A.M.S, arbitrator mutually
agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform J.A.M.S., who will then be authorized to select a J.A.M.S. judge to arbitrate the matter. Each party shall have the right of
discovery pursuant to the California Code of Civil Procedure and evidentiary hearings shall be governed by the California Evidence Code, but subject to the instruction set forth in this Section 2.2.4. 

2.2.4.7 The cost of arbitration shall be paid by Landlord and Tenant equally. 

2.3 Occurrence of Lease Commencement Date. Landlord shall use its commercially reasonable, good faith
efforts to cause the Lease Commencement Date to occur on or before the date that is ten (10) Business Days following the date of this Lease. 
 2.3.1 Outside Date of Lease Commencement. 
 2.3.1.1
If Landlord does not cause the Lease Commencement Date to occur on or before the date that is thirty (30) days following the date of this Lease (the “Outside Date”), then, in addition to the Rent Abatement
described in Section 3.2 below. Tenant shall be entitled to an additional abatement of Base Rent (the “Additional Rent Abatement”) in an amount equal to the product of (a) Three Hundred Fifteen and
49/100 Dollars ($315.49). multiplied by (b) the number of days from and after the Outside Date through and including the Lease Commencement Date. The Additional Rent Abatement shall be applied to Base Rent only after the occurrence of the Lease
Commencement Date and the expiration of the Rent Abatement Period. 
 2.3.1.2 The Outside Date shall be extended
to the extent of any delays beyond the reasonable control of Landlord, including delays caused by “Force Majeure,” as that term is defined in Section 29.16. below. Tenant delays described in Section 5.2 of the
Tenant Work Letter, or delays encountered by Landlord affecting the work of construction of the Tenant Improvements (provided that Landlord is using commercially reasonable efforts to complete the work of construction of the Tenant Improvements)
because of delays due to excess waiting periods for obtaining governmental permits or approval beyond the time periods normally required to obtain such permits or approvals for newly constructed, similarly improved space in commercial office
buildings in the downtown areas of Sunnyvale, Palo Alto and Mountain View, California. 
 ARTICLE 3 

BASE RENT 
 3.1 Base Rent. Tenant shall pay, without prior notice or demand, to Landlord or Landlord’s agent at the management office of the Project, or, at Landlord’s option, at such
other place as Landlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent (“Base Rent”)
as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary in 

  
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advance on or before the first day of each and every, calendar month during the Lease Term, without any setoff or deduction whatsoever. The Base Rent for the first full month of the Lease Term
which occurs after the expiration of any free rent period shall be paid at the time of Tenant’s execution of this Lease. If any Rent payment date (including the Lease Commencement Date) falls on a day of the month other than the first day of
such month or if any payment of Rent is for a period which is shorter than one month, the Rent for any fractional month shall accrue on a daily basis for the period from the date such payment is due to the end of such calendar month or to the end of
the Lease Term at a rate per day which is equal to 1/365 of the applicable annual Rent. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.

 3.2 Abated Rent. Provided that Tenant is not then in default of this Lease, then during Lease
Month 2, Lease Month 3, Lease Month 15, and Lease Month 16 (the “Rent Abatement Period”), Tenant shall not be obligated to pay (a) Base Rent, or (b) Tenant’s Share of Building Direct Expenses (as those
terms are defined in Section 4.1 below) (the “Rent Abatement”), except that, notwithstanding the foregoing, Tenant shall remain obligated to pay, in accordance with the terms of this Lease,
(i) Tenant’s Share of Operating Expenses attributable to utilities, heating and air conditioning provided by Landlord to the Premises (in addition to any amounts payable by Tenant pursuant to Section 6.2 below), and
(ii) any and all taxes and other charges as set forth in Section 4.5 below. Tenant acknowledges and agrees that the foregoing Rent Abatement has been granted to Tenant as additional consideration for entering into this Lease and for
agreeing to pay the Rent and performing the terms and conditions otherwise required under this Lease. 
 ARTICLE 4

 ADDITIONAL RENT 

4.1 General Terms. In addition to paying the Base Rent specified in, and
subject to the terms of Article 3 of this Lease, during the Lease Term, as the same may be extended pursuant to Article 2 above, Tenant shall pay “Tenant’s Share” of the annual “Building Direct Expenses,” as
those terms are defined in Sections 4.2.9 and 4.2.2 of this Lease, respectively. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively
referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional
Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for
in this Article 4 shall survive the expiration of the Lease Term. 
 4.2 Definitions of Key Terms
Relating to Additional Rent. As used in this Article 4. the following terms shall have the meanings hereinafter set forth: 
   4.2.1 Intentionally Omitted. 
   4.2.2
“Building Direct Expenses” shall mean “Building Operating Expenses” and “Building Tax Expenses”, as those terms are defined in Sections 4.2.3 and 4.2.4, below, respectively. 

  4.2.3 “Building Operating Expenses” shall mean the portion of “Operating
Expenses,” as that term is defined in Section 4.2.7 below, allocated to the tenants of the Building pursuant to the terms of Section 4.3.1 below. 

  4.2.4 “Building Tax Expenses” shall mean that portion of “Tax
Expenses”, as that term is defined in Section 4.2.8 below, allocated to the tenants of the Building pursuant to the terms of Section 4.3.1 below. 

  4.2.5 “Direct Expenses” shall mean “Operating Expenses” and
“Tax Expenses.” 
   4.2.6 “Expense Year” shall mean each
calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve
(12) consecutive month period, and, in the event of any such change. Tenant’s Share of Building Direct Expenses shall be equitably adjusted for any Expense Year involved in any such change. 

  
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 4.2.7
“Operating Expenses” shall mean all expenses, costs and amounts of every kind and nature which Landlord pays or accrues during any Expense Year because of or in connection with the ownership, management, maintenance, security,
repair, replacement, restoration or operation of the Project, or any portion thereof. Without limiting the generality of the foregoing, Operating Expenses shall specifically include any and all of the following; (i) the cost of supplying all
utilities, the cost of operating, repairing, maintaining, and renovating the utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith; (ii) the
cost of licenses, certificates, permits and inspections and the cost of contesting any governmental enactments which may affect Operating Expenses, and the costs incurred in connection with a governmentally mandated transportation system management
program or similar program; (iii) the cost of all insurance carried by Landlord in connection with the Project as reasonably determined by Landlord; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials
used in the operation, repair and maintenance of the Project, or any portion thereof; (v) the cost of parking area operation, repair, restoration, and maintenance; (vi) fees and other costs, including reasonable management and/or incentive
fees, consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management, operation, maintenance and repair of the Project; (vii) payments under any equipment rental agreements and the fair
rental value of any management office space; (viii) subject to item (f), below, wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons engaged in the operation, maintenance and security of the
Project; (ix) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Project, including, without limitation, any covenants, conditions and
restrictions affecting the property, and reciprocal easement agreements affecting the Project, any parking licenses, and any agreements with transit agencies affecting the Project (collectively, “Underlying Documents”);
(x) operation, repair, maintenance and replacement of all systems and equipment and components thereof of the Project; (xi) the cost of janitorial, alarm, security and other services, replacement of wall and floor coverings, ceiling tiles
and fixtures in common areas, maintenance and replacement of curbs and walkways, repair to roofs and re-roofing; (xii) amortization (including interest on the unamortized cost) over the useful life as Landlord shall reasonably determine, of the
cost of acquiring or the rental expense of personal properly used in the maintenance, operation and repair of the Project, or any portion thereof; (xiii) the cost of capital improvements or other costs incurred in connection with the Project
(A) which are reasonably intended to reduce current or future Operating Expenses during the Lease Term on a net basis to the extent of the reductions reasonably anticipated by Landlord at the time of such expenditure to be incurred in
connection therewith, (B) that are required under any governmental law or regulation enacted or enforced after the date of this Lease, or (C) that relate to the safety or security of the Project, its occupants and visitors, and are deemed
advisable in the reasonable judgment of Landlord; provided, however, that any capital expenditure shall be amortized (including interest on the amortized cost) over its useful life as determined in accordance with generally accepted accounting
principles; (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, any federal, state or local government for fire and police protection, trash removal, community services, or other services
which do not constitute “Tax Expenses” as that term is defined in Section 4.2.8, below; and (xv) any fees, costs and expenses relating to operating, managing, owning, repairing, and maintaining the “Fitness
Center,” as that term is defined in Section 29.36, below, or other amenities at the Project. Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include: 

(a) costs, including marketing costs, legal fees, space planners’ fees, advertising and promotional
expenses, and brokerage fees incurred in connection with the original construction or development, or original or future leasing of the Project, and costs, including permit, license and inspection costs, incurred with respect to the installation of
tenant improvements made for new tenants initially occupying space in the Project after the Lease Commencement Date or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of
the Project (excluding, however, such costs relating to any common areas of the Project or parking facilities); 

  
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 (b) except as set forth in items (xii), (xiii), and (xiv) above, depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest, costs of capital
repairs and alterations, and costs of capital improvements and equipment; 
 (c) costs for which
the Landlord is reimbursed by any tenant or occupant of the Project or by insurance by its carrier or any tenant’s carrier or by anyone else, and electric power costs for which any tenant directly contracts with the local public service
company; 
 (d) any bad debt loss, rent loss, or reserves for bad debts or rent loss;

 (e) costs associated with the operation of the business of the partnership or entity which
constitutes the Landlord, as the same are distinguished from the costs of operation of the Project (which shall specifically include, but not be limited to, accounting costs associated with the operation of the Project). Costs associated with the
operation of the business of the partnership or entity which constitutes the Landlord include costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in
issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project
management, or between Landlord and other tenants or occupants, and Landlord’s general corporate overhead and general and administrative expenses; 

(f) the wages and benefits of any employee who does not devote substantially all of his or her employed
time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project: provided, that in no event shall Operating
Expenses for purposes of this Lease include wages and/or benefits attributable to Building management personnel above the level of the on-site property manager or equivalent; 

(g) amount paid as ground rental for the Project by the Landlord; 

(h) except for a Project management fee to the extent allowed pursuant to item (1), below, overhead and
profit increment paid to the Landlord or to subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by qualified, first-class unaffiliated third parties on a
competitive basis; 
 (i) any compensation paid to clerks, attendants or other persons in
commercial concessions operated by the Landlord, provided that any compensation paid to any concierge at the Project shall be includable as an Operating Expense; 

(j) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other
equipment which if purchased the cost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this
exclusion such equipment rented or leased lo remedy or ameliorate an emergency condition in the Project ; 
 (k) all items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

 (I) fees payable by Landlord for management of the Project in excess of three and one-half
percent (3.5%) (the “Management Fee Cap”) of Landlord’s gross rental revenues, adjusted and grossed up to reflect a one hundred percent (100%) occupancy of the Project with all tenants paying rent, including
base rent, pass-throughs, and parking fees (but excluding the cost of after hours services or utilities) from the Project for any calendar year or portion thereof; 

  
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 (m) any costs expressly excluded from Operating Expenses elsewhere in this Lease; 
 (n) rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by
management personnel of the Comparable Buildings in the vicinity of the Building, with adjustment where appropriate for the size of the applicable project; 

(o) costs arising from the gross negligence or willful misconduct of Landlord or its agents, employees,
vendors, contractors, or providers of materials or services; 
 (p) costs incurred to comply
with laws relating to the removal of hazardous material (as defined under applicable law) which was in existence in the Building or on the Project prior to the Lease Commencement Date, and was of such a nature that a federal, State or municipal
governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions that it then existed in the Building or on the Project, would have then required the removal of such hazardous
material or other remedial or containment action with respect thereto; and costs incurred to remove, remedy, contain, or treat hazardous material, which hazardous material is brought into the Building or onto the Project after the date hereof by
Landlord or any other tenant of the Project and is of such a nature, at that time, that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the
conditions, that it then exists in the Building or on the Project, would have then required the removal of such hazardous material or other remedial or containment action with respect thereto; 

(q) costs arising from Landlord’s charitable or political contributions; 

(r) any gifts provided to any entity whatsoever, including, but not limited to, Tenant, other tenants,
employees, vendors, contractors, prospective tenants and agents; and 
 (s) the cost of any
magazine, newspaper, trade or other subscriptions. 
 If Landlord is furnishing any particular work or service
to Tenant (the cost of which, if performed by Landlord, would be included in Operating Expenses), and if Landlord is not furnishing such particular work or service to a tenant who has undertaken to perform such work or service in lieu of the
performance thereof by Landlord (and, accordingly is not paying its share of the cost of such work or service), then Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating 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. If the Project is not at least ninety-five percent (95%) occupied during all or a portion of any Expense Year,
Landlord shall make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expenses that would have been incurred had the Project been ninety-five percent (95%) occupied; and the
amount so determined shall be deemed to have been the amount of Operating Expenses for such year. 
 4.2.8
Taxes. 
 4.2.8.1 “Tax Expenses” shall mean all federal, state, county, or local
governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes,
leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment,
apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year
used by such 

  
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governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof. 

4.2.8.2 Tax Expenses shall include, without limitation: (i) Any tax on the rent, right to rent or other income from
the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee,
levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election
(“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other
governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall
also include any governmental or private assessments or the Project’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by
governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with
respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (iv) Any assessment, tax, fee,
levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and (v) All of the real estate taxes and assessments imposed upon or with respect to the
Building and all of the real estate taxes and assessments imposed on or with respect to the land and other improvements of the Project. 
 4.2.8.3 Any costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees) incurred in attempting to protest, reduce or minimize Tax Expenses shall be included
in Tax Expenses in the Expense Year such expenses are incurred. Tax refunds shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no
event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as Additional Rent under this Article 4 for such Expense Year. If Tax Expenses for any period during the Lease Term or any extension
thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities. Tenant shall pay Landlord upon demand Tenant’s Share of any such increased Tax
Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2.8 (except as set forth in Section 4.2.8.1, above), there shall
be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to
Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, and (iii) any items paid by Tenant under Section 4.5 of this
Lease. 
 4.2.9 “Tenant’s Share” shall mean the percentage set forth in
Section 5 of the Summary. In the event either the rentable square feet of the Premises and/or the total rentable square feet of the Building is remeasured. Tenant’s Share shall be appropriately adjusted, and, as to the Expense Year
in which such change occurs. Tenant’s Share for such Expense Year shall be determined on the basis of the number of days during such Expense Year that each such Tenant’s Share was in effect. 

4.3 Allocation of Direct Expenses. 

4.3.1 Method of Allocation. The parties acknowledge that the Building is a part of a multi-building project
and that the costs and expenses incurred in connection with the Project (i.e. the Direct Expenses) should be shared between the tenants of the Building and the tenants of the other buildings in the Project. Accordingly, as set forth in
Section 4.2 above. Direct Expenses (which consists of Operating Expenses and Tax Expenses) are determined annually for the Project as a whole, and a portion of the Direct Expenses, which portion shall be determined by Landlord on an
equitable basis, shall be allocated to the tenants of the 

  
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Building (as opposed to the tenants of any other buildings in the Project) and such portion shall be the Building Direct Expenses for purposes of this Lease. Such portion of Direct Expenses
allocated to the tenants of the Building shall include all Direct Expenses attributable solely to the Building and an equitable portion of the Direct Expenses attributable to the Project as a whole. 

4.3.2 Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of
the Direct Expenses for the Project among different portions or occupants of the Project (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of a
building of the Project or of the Project, and the retail space tenants of a building of the Project or of the Project. The Direct Expenses within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an
equitable manner. 
 4.4 Calculation and Payment of Additional Rent. Tenant shall pay to Landlord,
in the manner set forth in Section 4.4.1, below, and as Additional Rent, an amount equal to Tenant’s Share of Building Direct Expenses for each Expense Year. 

4.4.1 Statement of Actual Building Direct Expenses and Payment by Tenant. Landlord shall use commercially
reasonable efforts to give to Tenant following the end of each Expense Year, a statement (the “Statement”), which shall state the Building Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate
the amount of Tenant’s Share of Building Direct Expenses. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term. Tenant shall pay, with its next installment of Base Rent due, the full amount of
Tenant’s Share of Building Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as “Estimated Building Direct Expenses,” as that term is defined in Section 4.4.2. below, and if
Tenant paid more as Estimated Building Direct Expenses than the actual Tenant’s Share of Building Direct Expenses (an “Excess”). Tenant shall receive a credit in the amount of such Excess against Rent next due under this Lease.
The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises,
when the final determination is made of Tenant’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if Tenant’s Share of Building Direct Expenses is greater than the amount of Estimated Building Direct Expenses
previously paid by Tenant to Landlord, Tenant shall, within thirty (30) days after receipt of the Statement, Tenant shall immediately pay to Landlord such amount, and if Tenant paid more as Estimated Building Direct Expenses than the actual
Tenant’s Share of Building Direct Expenses (again, an Excess), Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of such Excess. The provisions of this Section 4.4.1 shall survive the
expiration or earlier termination of the Lease Term. 
 4.4.2 Statement of Estimated Building Direct
Expenses. In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total
amount of Building Direct Expenses for the then-current Expense Year shall be and the estimated amount of Tenant’s Share of Building Direct Expenses (the “Estimated Direct Expenses”). The failure of Landlord to timely furnish
the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4. nor shall Landlord be prohibited from revising any Estimate Statement or
Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts
paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its
denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time). Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the
total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant. 

4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible. 

4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant’s
equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant’s equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord’s
property or if the assessed 

  
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value of Landlord’s property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes
based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord
or the proportion of such taxes resulting from such increase in the assessment, as the case may be. 
 4.5.2 If
the tenant improvements in the Premises (other than the Tenant Improvements to be constructed by Landlord pursuant to the terms of the Tenant Work Letter), whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the
real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to Landlord’s “building standard” in other space in the
Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of
Section 4.5.1. above. 
 4.5.3 Notwithstanding any contrary provision herein. Tenant shall pay prior
to delinquency any (i) rent tax or sales tax, service tax, transfer tax or value added tax. or any other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to the
possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project, including the Project parking facility; or (iii) taxes assessed upon this transaction or any
document to which Tenant is a party creating or transferring an interest or an estate in the Premises. 
 4.6
Landlord’s Books and Records. Within ninety (90) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Building Direct Expenses set forth in the Statement, a reputable certified public accountant
(which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings: provided that such accountant is
not retained by Tenant on a contingency fee basis), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the particular Statement at issue, at
Landlord’s offices, provided that Tenant is not then in default under this Lease (beyond any applicable notice and cure period provided under this Lease) and Tenant has paid all amounts required to be paid under the applicable Estimate
Statement and Statement, as the case may be. In connection with such inspection. Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and
shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Building Direct Expenses set forth in any Statement within ninety (90) days of Tenant’s receipt of
such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Building
Direct Expenses, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s
reasonable approval; provided that if such determination by the Accountant proves that Building Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by
Landlord. In any event, Landlord shall make an appropriate reimbursement to Tenant of the amount that is determined to be owing to Tenant due to any such overstatement, provided that any such reimbursement may, at Landlord’s option, instead be
credited against the Tenant’s Share of Building Direct Expenses next coming due under this Lease, unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant. In no event shall this Section 4.6
be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant agrees that this Section 4.6 shall be the sole method to be used by Tenant to dispute the amount of any Building Direct Expenses payable or not
payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or in equity relating thereto. 

  
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 ARTICLE 5

 USE OF PREMISES 

5.1 Permitted Use, Tenant shall use the Premises solely for the Permitted Use set forth in
Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord’s sole
discretion. 
 5.2 Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use,
or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, or in violation of the laws of
the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation,
any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect. Tenant shall not allow occupancy density of use of the Premises which is
greater than the average density of the other tenants of the Project. Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of
other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.
Tenant shall comply with, and Tenant’s rights and obligations under the Lease and Tenant’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting
the Project. 
 ARTICLE 6 
 SERVICES AND UTILITIES 
 6.1 Standard Tenant
Services. Landlord shall provide the following services on all days (unless otherwise slated below) during the Lease Term. 
 6.1.1 Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide heating and air conditioning (“HVAC”) when necessary
for normal comfort for normal office use in the Premises, as determined by Landlord, from 8:00 A.M. to 6:00 P.M. Monday through Friday (collectively, the “Building Hours”), except for the dates of observation of New Year’s Day,
Independence Day, Labor Day, Memorial Day, Thanksgiving Day, Christmas Day and, at Landlord’s discretion, other locally or nationally recognized holidays which are observed by other Comparable Buildings (collectively, the
“Holidays”). 
 6.1.2 Landlord shall provide adequate electrical wiring and facilities for
connection to Tenant’s lighting fixtures and incidental use equipment that are. as reasonably determined by Landlord, customarily furnished in Comparable Buildings for the Permitted Use of the Premises. Tenant shall bear the cost of replacement
of lamps, starters and ballasts for non-Building standard lighting fixtures within the Premises. 
 6.1.3
Landlord shall provide city water from the regular Building outlets for drinking, lavatory and toilet purposes in the Building Common Areas. 
 6.1.4 Landlord shall provide janitorial services to the Premises, except for weekends and the date of observation of the Holidays, in and about the Premises and window washing services in a manner
consistent with other comparable buildings in the vicinity of the Building. 
 6.1.5 Landlord shall provide
nonexclusive, non-attended automatic passenger elevator service during the Building Hours, shall have one elevator available at all other times, including on the Holidays, and shall provide nonexclusive, non-attended automatic passenger escalator
service during Building Hours only. 

  
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 6.1.6
Landlord shall provide nonexclusive freight elevator service subject to scheduling by Landlord. 
 Tenant shall
cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the HVAC. electrical, mechanical and plumbing systems. 

6.2 Overstandard Tenant Use. Tenant shall not, without Landlord’s prior written consent, use
heat-generating machines, machines other than normal fractional horsepower office machines, or equipment or lighting other than Building standard lights in the Premises, which may affect the temperature otherwise maintained by the air conditioning
system or increase the water normally furnished for the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease. If Tenant uses water, heat or air conditioning in excess of that supplied by Landlord pursuant to
Section 6.1 of this Lease, or if Tenant uses electricity in excess o that customarily used by other Tenants of the Building or Project, as reasonably determined by Landlord, then tenant shall pay to Landlord, upon billing, the actual
cost of such excess consumption, the cost of the installation, operation, and maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such
excess consumption; and Landlord may install devices to separately meter any increased use and in such event Tenant shall pay the increased cost directly to Landlord, on demand, at the rates charged by the public utility company furnishing the same,
including the cost of installing, testing and maintaining of such additional metering devices. Tenant’s use of electricity shall never exceed the capacity of the feeders to the Project or the risers or wiring installation, and subject to the
terms of Section 29.32. below. Tenant shall not install or use or permit the installation or use of any computer or electronic data processing equipment in the Premises, without the prior written consent of Landlord; provided, however,
that Tenant shall be allowed to install and use customary office equipment, computers, and a server (wireless or otherwise) network without the prior written consent of Landlord. If Tenant desires to use heat, ventilation or air conditioning during
hours other than those for which Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease. Tenant shall give Landlord such prior notice, if any, as Landlord shall from time to time establish as
appropriate, of’Tenant’s desired use in order to supply such utilities, and Landlord shall supply such utilities to ‘Tenant at such hourly cost to Tenant (which shall be treated as Additional Tent) as Landlord shall from time to time
establish. 
 6.3 Interruption of Use. Tenant agrees that Landlord
shall not be liable for damages, by abatement of Rent or otherwise; for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such
failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas. water, or other fuel at the Building or
Project after reasonable effort to do so. by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control: and such
failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve tenant from paying Rent or performing any of its obligations under this Lease Furthermore,
Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with. Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection
with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6. 
 6.4 Rent Abatement. If Landlord fails to perform the obligations required of Landlord under the terms of this Lease and such failure causes all or a portion of
the Premises to be untenantable and unusable by ‘Tenant and such failure relates to the nonfunctioning of the heat, ventilation, and air conditioning system in the Premises, the electricity in the Premises, the nonfunctioning of the elevator
service to the Premises, or a failure to provide access to the Premises, tenant shall give Landlord notice (the “Initial Notice”), specifying such failure to perform by Landlord (the “Landlord
Default”), If Landlord has not cured such Landlord Default within three (3) business days after the receipt of the Initial Notice, Tenant may, upon written notice to Landlord, immediately abate Rent payable under this Lease for
that portion of the Premises rendered untenantable and not used by Tenant for the period beginning on the date five (5) business days after the Initial Notice to the earlier of the date Landlord cures such Landlord Default or the date tenant
recommences the use of such portion of the Premises. Such 

  
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right to abate Rent shall be Tenant’s sole and exclusive remedy at law or in equity for a Landlord Default. Except as provided in this Section 6.4. nothing contained herein shall
be interpreted to mean that tenant is excused from paying Rent due hereunder. 
 ARTICLE 7 

REPAIRS 
 Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures and furnishings therein, and the floor or floors of the Building on which the Premises are located, in
good order, repair and condition at all times during the Lease Term, reasonable wear and tear excepted. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject lo the prior approval of Landlord, and within any
reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond
the reasonable control of Tenant or, subject to the waiver of subrogation set forth in Section 10.5 below, caused by the negligence of the Landlord or Landlord Parties (as defined in Section 10.1 below); provided however,
that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, but need not. make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly
established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement with such repairs and replacements forthwith upon being
billed for same. Notwithstanding the foregoing. Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the
Building (all of which, to Landlord’s knowledge, are in good working order and repair as of the Lease Commencement Date), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided,
however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any
deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in
the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of
Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect. 
 ARTICLE 8 
 ADDITIONS AND ALTERATIONS 

8.1 Landlord’s Consent to Alterations. Tenant may not make any improvements,
alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord
to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for
Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing. Tenant shall be permitted
to make Alterations following ten (10) business days notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations are decorative only (i.e. installation of carpeting or painting of the Premises). The
construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. 
 8.2 Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as
Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list
provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall construct such
Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of
Sunnyvale, all in conformance with Landlord’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration. Tenant shall meet with Landlord to discuss Landlord’s design parameters and code
compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s
expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal
core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by
any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment
that, in 

  
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Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In
addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Santa Clara in accordance
with Section 3093 of the California Civil Code or any successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor
statute (failing which. Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall deliver to the Project construction manager (A) a
reproducible print copy, and (B) an electronic CAD file, of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based
upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any. including
updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request. 

8.3 Payment for Improvements. If payment is made directly to contractors, Tenant shall (i) comply with
Landlord’s requirements for final lien releases and waivers in connection with Tenant’s payment for work to contractors, and (ii) sign Landlord’s standard contractor’s rules and regulations. If Tenant orders any work
directly from Landlord, Tenant shall pay to Landlord, in cash prior to the commencement of construction by Landlord, all costs of such work, including an amount equal to five percent (5%) of the cost of such work to compensate Landlord for all
overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work (collectively, the “Alteration Costs”); provided, however, to the extent that Landlord provides Tenant with a
monetary allowance in connection with such work, Tenant shall only be required to pay to Landlord the amount by which the Alteration Costs exceed such allowance. If Tenant does not order any work directly from Landlord, Tenant shall reimburse
Landlord for Landlord’s reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord’s review of such work. 
 8.4 Construction Insurance. In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to the commencement of such Alterations,
Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord (which shall in no event be less than the amount actually carried by Tenant) covering the construction of
such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In
addition, Tenant shall obtain and deliver to Landlord certificates of insurance and applicable endorsements from all Third Party Contractors (defined below) at least seven (7) business days prior to the commencement of work in or about the
Premises by any vendor or any other third-party contractor (each, a “Third Party Contractor”). All such insurance shall (a) name Landlord, and any other party that Landlord so specifies, as an additional insured under such
party’s liability policies (including, without limitation, with respect to premises operations and product-completed operations coverages) as required by 

  
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Section 10.3.1 below and this Section 8.4, (b) provide a waiver of subrogation in favor of Landlord under each such Third Party Contractor’s commercial general
liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements, with coverage amounts as reasonably required by Landlord,
which shall in no event be less than the amount actually carried by any such Third Party Contractor. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to
Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. 
 8.5 Landlord’s Property. All Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about the Premises, from time to
time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, except that Tenant may remove any Alterations, improvements, fixtures and/or equipment which Tenant can substantiate to Landlord have not been paid for with
any Tenant improvement allowance funds provided to Tenant by Landlord, provided Tenant repairs any damage to the Premises and Building caused by such removal and returns the affected portion of the Premises to a building standard tenant improved
condition as determined by Landlord. Furthermore, Landlord may, by written notice to Tenant either prior to or following the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense,
to remove any Alterations or improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. If
Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations or improvements in the Premises and return the affected portion of the Premises to a building standard tenant improved condition as reasonably
determined by Landlord, Landlord may do so and may charge the cost thereof to Tenant. Except to the extent resulting from the negligence or willful misconduct of Landlord, or Landlord’s employees, agents or contractors, Tenant hereby protects,
defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or
equipment in, on or about the Premises, which obligations of tenant shall survive the expiration or earlier termination of this Lease. 
 8.6 Tenant Improvement Allowance. During the initial Lease Term, Landlord shall pay to Tenant in accordance with this Section 8.6 an amount not to exceed the amount
of $5,000.00 (the “Tenant Improvement Allowance”), provided as of the date on which Landlord is required to make any payment or credit thereof, (i) this Lease is in full force and effect, and (ii) no default
under this Lease shall have occurred and be continuing. The Tenant Improvement Allowance shall be payable on account of (i) costs of labor directly related to, and materials delivered to the Premises in connection with, any Alterations
performed by Tenant during the initial Lease Term, and (ii) costs, incurred by Tenant during the initial Lease Term, of furniture and equipment (inclusive of wiring and white boards) acquired for use in the Premises. Tenant shall not be
entitled to receive any portion of the Tenant Improvement Allowance not actually expended by Tenant pursuant to the immediately preceding sentence. Upon the occurrence of the date that is the day following the expiration of Lease Month 62, any
amount of the Tenant Improvement Allowance that has not been previously disbursed shall be retained by Landlord. Landlord shall make payments, from time to time but not more frequently than once per month, of any applicable portion of the Tenant
Improvement Allowance to Tenant within thirty (30) days after submission by Tenant to Landlord of a written requisition therefor, signed by the chief financial officer of Tenant and accompanied by (A) copies of paid invoices covering
Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with this Article 8 or copies of paid invoices for any costs described in item (ii) above, (B) a written certification from Tenant’s architect
stating that all Alterations described on such invoices (if applicable) have been completed in accordance with the final plans therefor, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers
have delivered to Tenant final, unconditional waivers and releases of lien with respect to such work (copies of which shall be included with such architect’s certification), (C) proof of the satisfactory completion of all required
inspections and the issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the Building with respect to any Alterations performed by Tenant, (D) final “as-built” plans and specifications
for any Alterations performed by Tenant, and (E) such other documents and information as Landlord may reasonably request. Tenant shall pay all costs of Alterations in excess of the Tenant Improvement Allowance. 

  
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 ARTICLE 9

 COVENANT AGAINST LIENS 

Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed,
materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable
attorneys’ fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary
under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by
Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this
Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’s title to the Building or Premises to
any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Building or Premises arising in connection with any such work or respecting the Premises not performed by or at
the request of Landlord shall be null and void, or at Landlord’s option shall attach only against Tenant’s interest in the Premises and shall in all respects be subordinate to Landlord’s title to the Project, Building and Premises.

 ARTICLE 10 
 INSURANCE 
 10.1 Indemnification and
Waiver. Tenant hereby assumes all risk of damage to property or injury to persons in or upon the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in or upon
the Premises) and agrees that Landlord, its subsidiaries, affiliates, partners, sub partners, members and their respective officers, directors, shareholders, partners, agents, servants, employees, and independent contractors (collectively,
“Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by tenant
or by other persons claiming through Tenant, Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable
attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under
Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the
Lease Term, provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or
arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and
attorneys’ fees. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or
termination. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from all liability for,
consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of the Premises by Tenant after the expiration or earlier termination of this Lease or incurred by Landlord in connection with any
repair, physical construction or improvement work performed by or on behalf of Tenant in the Project; provided, however, Tenant shall not be responsible for any direct or consequential damages resulting from Landlord’s or Contractor’s acts
in connection with the completion by Landlord of the tenant Improvements in the Premises pursuant to the Tenant Work Letter. 

  
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 10.2
Tenant’s Compliance With Landlord’s Fire and Casualty Insurance. Tenant shall, at Tenant’s expense, comply with all insurance company requirements pertaining to the use of the Premises. If Tenant’s
conduct or use of the Premises causes any increase in the premium for such insurance policies then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or
requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body. 
 10.3 Tenant’s Insurance, Tenant shall maintain the following coverages in the following amounts. 

10.3.1 Commercial General Liability Insurance on an occurrence form covering the insured against claims of bodily injury,
personal injury and property damage (including loss of use thereof) arising out of Tenant’s operations, and contractual liabilities (covering the performance by Tenant of its indemnity agreements) including a Broad Form endorsement covering the
insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1 of this Lease, for limits of liability not less than that actually carried by Tenant, which shall be no less than: 

 

			
	 Bodily Injury and
	  	$3,000,000 each occurrence
	 Property Damage Liability
	  	$3,000,000 annual aggregate
		
	 Personal Injury Liability
	  	$3,000,000 each occurrence
		  	$3,000,000 annual aggregate
		  	0% Insured’s participation

 10.3.2 Physical Damage Insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of
Tenant’s properly on the Premises installed by, for, or at the expense of Tenant, (ii) the “Tenant Improvements.” as that term is defined in the Tenant Work Letter, and any other improvements which exist in the Premises as of the
Lease Commencement Date (excluding the Base Building) (the “Original Improvements”), and (iii) all other improvements, alterations and additions to the Premises. Such insurance shall be written on an “all
risks” of physical loss or damage basis, for the full replacement cost value (subject to reasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the
policies of insurance and shall include coverage for damage or other loss caused by fire or other peril including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting or
stoppage of pipes, and explosion, and providing business interruption coverage for a period of one year. 

10.3.3 Worker’s Compensation and Employer’s Liability or other similar insurance pursuant to all applicable
state and local statutes and regulations. 
 10.4 Form of Policies. The minimum
limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenant under this Lease. Such insurance shall (i) name Landlord, and any other party the Landlord so specifies, as an additional named
insured, including Landlord’s managing agent, if any; (ii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited to, Tenant’s obligations under Section 10.1 of this Lease;
(iii) be issued by an insurance company having a rating of not less than A-X in Best’s Insurance Guide or which is otherwise acceptable to Landlord and licensed to do business in the State of California; (iv) be primary insurance as
to all claims thereunder and provide that any insurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant; (v) be in form and content reasonably acceptable to Landlord; and (vi) provide that
said insurance shall not be canceled or coverage changed unless thirty (30) days’ prior written notice shall have been given to Landlord and any mortgagee of Landlord. Tenant shall deliver said policy or policies or certificates thereof to
Landlord on or before the Lease Commencement Date and at least thirty (30) days before the expiration dates thereof. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificates, Landlord may, at its
option, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within five (5) days after delivery to Tenant of bills therefor. 

  
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 10.5
Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery
only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses, and waive all
rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right of the insured to recover thereunder. The parties agree that their respective insurance policies are now. or shall be. endorsed such
that the waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor. 
 10.6 Additional Insurance Obligations. Tenant shall carry and maintain during the entire Lease Term, at Tenant’s sole cost and expense, increased amounts of the insurance required to be
carried by Tenant pursuant to this Article 10 and such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord, but in
no event in excess of the amounts and types of insurance then being required by landlords of other Comparable Buildings. 

ARTICLE II 
 DAMAGE AND DESTRUCTION 
 11.1 Repair of Damage
to Premises by Landlord. Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises or any Common Areas serving or providing access to the Premises shall be damaged by fire
or other casualty, Landlord shall promptly and diligently, subject lo reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 11, restore the Base
Building and such Common Areas. Such restoration shall be to substantially the same condition of the Base Building and the Common Areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the
holder of a mortgage on the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord, which are consistent with the character of the Project, provided that access to the Premises and any common restrooms
serving the Premises shall not be materially impaired. Upon the occurrence of any damage to the Premises, upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party
designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.3 of this Lease, and Landlord shall repair any injury or damage to the Tenant Improvements and the Original
Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by
Landlord from Tenant’s insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage. In the event that Landlord does not deliver the
Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord. Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements and the Original Improvements installed
in the Premises and shall return such ‘Tenant Improvements and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to
Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or
annoyance to Tenant or its visitors, or injury) to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to
Tenant’s occupancy, and the Premises are not occupied by Tenant as a result thereof, then during the time and to the extent the Premises are unfit for occupancy, the Rent shall be abated in proportion to the ratio that the amount of rentable
square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease bears to the total rentable square feet of the Premises. In the event that Landlord shall not deliver the Landlord Repair Notice. Tenant’s
right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in
connection therewith. 

  
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 11.2
Landlord’s Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises. Building and/or Project, and instead terminate this Lease, by
notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect
only if the Building or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord’s reasonable judgment, repairs cannot
reasonably be completed within two hundred seventy (270) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or
Project or ground lessor with respect to the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) the damage is
not fully covered by Landlord’s insurance policies: (iv) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally: (v) the damage occurs during the last
twelve (12) months of the Lease Term; or (vi) any owner of any other portion of the Project, other than Landlord, does not intend to repair the damage to such portion of the Project; provided, however, that if Landlord does not elect to
terminate this Lease pursuant to Landlord’s termination right as provided above, and the repairs cannot, in the reasonable opinion of Landlord, be completed within two hundred seventy (270) days after being commenced. Tenant may elect, no
earlier than sixty (60) days after the date of the damage and not later than ninety (90) days alter the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date
shall not be less than thirty (30) days nor more than sixty (60) days after the dale such notice is given by Tenant. Furthermore, if neither Landlord nor Tenant has terminated this Lease, and the repairs are not actually completed within
two hundred seventy (270) days after being commenced or such longer period as Landlord’s contractor had estimated would be required to complete such repairs (subject to extension for delays caused by Force Majeure and delays caused by
Tenant). Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice to Landlord (the
“Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten
(10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for
a period ending thirty (30) days after the Damage Termination Dale set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate
of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date.
If repairs shall be substantially completed prior to the expiration of such thirty-day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such third-day period,
then this Lease shall terminate upon the expiration of such thirty-day period. At any time, from time to time, after the date occurring sixty (60) days after the date of the damage. Tenant may request that Landlord inform Tenant of
Landlord’s reasonable opinion of the date of completion of the repairs and Landlord shall respond to such request within five (5) business days. Notwithstanding the provisions of this Section 11.2, Tenant shall have the right
to terminate this Lease under this Section 11.2 only if, as a result of the damage, Tenant cannot reasonably conduct business from the Premises. 
 11.3 Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all
damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation. Sections 1932(2) and 1933(4) of the California Civil Code, with
respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage
or destruction to all or any part of the Premises, the Building or the Project. 

  
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 ARTICLE 12

 NONWAIVER 
 No provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by either party hereto of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of
any preceding breach by tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of
such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying
such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the full amount due. No receipt of monies by Landlord from Tenant after the termination
of this Lease shall in any way alter the length of the Lease Term or of Tenant’s right of possession hereunder, or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the
receipt of such monies, it being agreed that after the service of notice or the commencement of a suit, or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not
waive or affect said notice, suit or judgment. 
 ARTICLE 13 

CONDEMNATION 
 If the whole or any part of the Premises, Building or Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any
adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as to require the use, reconstruction or remodeling of any part of the Premises, Building or Project, or if Landlord shall grant
a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. If more than twenty-five
percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate
this Lease effective as of the date possession is required to be surrendered to the authority, Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall
be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and
removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not diminish the award available to Landlord, its ground lessor with respect to the Building or Project or
its mortgagee, and such claim is payable separately to Tenant. All Rent shall be apportioned as of the date of such termination. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately
abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a
temporary taking of all or any portion of the Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in
proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

 ARTICLE 14 
 ASSIGNMENT AND SUBLETTING 
 14.1
Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any
assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any
part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or
sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer
Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice,
(ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the
“Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed 

  
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Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such
Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer,
(iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by
Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel
certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option,
constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without
limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred
and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered
“in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions. 
 14.2 Landlord’s Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the
Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer
where one or more of the following apply; 
 14.2.1 The Transferee is of a character or reputation or engaged in
a business which is not consistent with the quality of the Building or the Project, 
 14.2.2 The Transferee
intends to use the Subject Space for purposes which are not permitted under this Lease; 
 14.2.3 The Transferee
is either a governmental agency or instrumentality thereof; 
 14.2.4 The Transferee is not a party of
reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; 

14.2.5 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant
of the Project a right to cancel its lease; or 
 14.2.6 Either the proposed Transferee, or any person or entity
which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent, or (ii) is negotiating with Landlord or has
negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives the Transfer Notice, to lease space in the Project. 

  
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 If
Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease). Tenant may within six (6) months after
Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by
Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to
refuse its consent to such Transfer under this Section 14.2. or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice. Tenant shall
again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in
this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies
shall be a suit for contract damages (other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or declaratory judgment and an injunction for the relief sought,
and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee.

 14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto
which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium.” as that term is defined in this Section 14.3, received by Tenant from such Transferee.
“Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by
Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred. “Transfer Premium” shall also include, but not be
limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, any debt relief benefiting Tenant in connection with such Transfer, and any payment in excess of fair market value for
services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the
Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. 
 14.4 Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant contemplates a Transfer of all or a
portion of the Premises (or in the event of any other Transfer or Transfers entered into by Tenant as a subterfuge in order to avoid the terms of this Section 14.4), Tenant shall give Landlord notice (the “Intention to Transfer
Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square
feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective
Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Section 14.4 in order to allow Landlord to
elect to recapture the Contemplated Transfer Space for the term set forth in the Intention to Transfer Notice. Thereafter, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Intention
to Transfer Notice, to recapture the Contemplated Transfer Space. Such recapture shall cancel and terminate this Lease with respect to such Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord,
if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet
contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a
timely manner, to recapture such Contemplated Transfer Space under this Section 14.4. then, subject to the other terms of this Article 14, for a period of nine (9) months (the “Nine Month Period”)
commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Nine Month Period.


  
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provided that any such Transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such Transfer shall be subject to the remaining terms of
this Article 14. If such a Transfer is not so consummated within the Nine Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Nine
Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Section 14.4. 

14.5 Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and
conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly
after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent
certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or
agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject
Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium
respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. 

14.6 Additional Transfers. For purposes of this Lease, the term
“Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty
percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose
stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of fifty percent
(50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent
(50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period. 
 14.7
Occurrence of Default. Any Transfer hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any Transfer, Landlord shall have the right to:
(i) treat such Transfer as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall be in default under
this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards
Tenant’s obligations under this Lease) until such default is cured. Such Transferee shall rely on any representation by Landlord that Tenant is in default hereunder, without any need for confirmation thereof by Tenant. Upon any assignment, the
assignee shall assume in writing all obligations and covenants of Tenant thereafter to be performed or observed under this Lease. No collection or acceptance of rent by Landlord from any Transferee shall be deemed a waiver of any provision of this
Article 14 or the approval of any Transferee or a release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing. In no event shall Landlord’s enforcement of any provision of this Lease against any
Transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against tenant or any other person. If Tenant’s obligations hereunder have been guaranteed, Landlord’s consent to any Transfer shall not be effective
unless the guarantor also consents to such Transfer. 
 14.8 Permitted Transfers.
Notwithstanding anything to the contrary contained in this Article 14. in the event of a Transfer by Tenant to a Transferee which is an affiliate of Tenant (an “Affiliate”) (an entity which is controlled by,
controls, or is under common control with, Tenant), while subject to all other provisions of this Article 14, such Transfer to Tenant’s Affiliate shall not require Landlord’s consent under Sections 14.1 and 14.2. above, and
shall not 

  
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be subject to Sections 14.3 or 14.4. above, provided that Tenant notifies Landlord of any such Transfer to Tenant’s Affiliate and promptly supplies Landlord with any documents
or information requested by Landlord regarding such Transfer or Affiliate, and further provided that such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease. “Control,” as used in this
Section 14.8. shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one
percent (51%) of the voting interest in, any person or entity. As used herein, “Permitted Assignee” shall mean an entity to which Tenant’s entire interest under this Lease is assigned (or which succeeds to
Tenant’s entire interest under this Lease) in accordance with this Section 14.8. 
 ARTICLE 15

 SURRENDER OF PREMISES; OWNERSHIP AND 

REMOVAL OF TRADE FIXTURES 
 15.1 Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord
of a surrender of the Premises unless such intent is specifically acknowledged in writing by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a
termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been
properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of
all subleases or subtenancies affecting the Premises or terminate any or all such sublessees or subtenancies. 

15.2 Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any
earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved
by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination. Tenant shall, without expense to Landlord, remove or cause to be
removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by
Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed (the notification of which may be provided to Tenant either prior to or
following the expiration or earlier termination of this Lease), and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal. 
 ARTICLE 16 
 HOLDING OVER 

If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, with or without the express
or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable at a monthly rate equal to the product of
(i) the Rent applicable during the last rental period of the Lease term under this Lease, and (ii) a percentage equal to 150% during the first two (2) months immediately following the expiration or earlier termination of the Lease
Term, and 200% thereafter. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding
over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article
16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other
liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting
the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom. 
 ARTICLE 17 
 ESTOPPEL CERTIFICATES 

Within twenty (20) days following a request in writing by Landlord. Tenant shall execute, acknowledge and deliver to
Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E attached hereto (or such other form as may be required by any prospective mortgagee or purchaser of the
Project, or any portion thereof). indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such
certificate may be relied upon by any prospective mortgagee or purchaser 

  
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of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, Landlord may
require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted
accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall
constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. 
 ARTICLE 18 
 SUBORDINATION 

This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or
Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof,
and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in
writing that this Lease be superior thereto, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any
deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor,
and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely
pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. As of the date of this Lease, there are no ground or underlying leases, mortgages or deeds of trust encumbering the
Building or the Project. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may
reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases, Tenant waives the provisions of any current or future statute, rule or law which
may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the ‘Tenant hereunder in the event of any foreclosure proceeding or sale. 

ARTICLE 19 
 DEFAULTS; REMEDIES 
 19.1 Events of
Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant: 

  
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 19.1.1
Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless such failure is cured within five (5) business days after notice; or 

19.1.2 Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which
event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1.2, any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or
performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty
(30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default; or 

19.1.3 Intentionally Deleted; or 

19.1.4 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17
or 18 of this Lease where such failure continues for more than two (2) business days after notice from Landlord; or 
 19.1.5 Tenant’s failure to occupy the Premises within thirty (30) business days after the Lease Commencement Date. 

The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by law.

 19.2 Remedies Upon Default. Upon the occurrence of any event of default by Tenant, Landlord
shall have, in addition to any other remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue any one or more of the following remedies, each and all of which shall
be cumulative and nonexclusive, without any notice or demand whatsoever. 
 19.2.1 Terminate this Lease, in
which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the
Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefore; and Landlord may recover from Tenant the following: 

(i) The worth at the time of award of the unpaid rent which has been earned at the time of such termination; plus

 (ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided: plus 
 (iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have
been reasonably avoided; plus 
 (iv) Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokerage commissions and advertising
expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and 

(v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from
time to time by applicable law. 
 The term “rent” as used in this Section 19.2 shall be
deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Sections 19.2.l (i) and (ii) above, the “worth at the time of


  
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award” shall be computed by allowing interest at the rate set forth in Article 25 of this Lease, but in no case greater than the maximum amount of such interest permitted by law. As
used in Section 19.2.1 (iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%). 
 19.2.2 Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor
may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate
this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due. 

19.2.3 Landlord shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative
and in addition to those rights and remedies available under Sections 19.2.1 and 19.2.2, above, or any law or other provision of this Lease), without prior demand or notice except as required by applicable law, to seek any declaratory,
injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof. 
 19.3 Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Article 19. Landlord shall
have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest
in such subleases, licenses, concessions or arrangements. In the event of Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord
of such election, have no further right to or interest in the rent or other consideration receivable thereunder. 
 19.4 Form of Payment After Default. Following the occurrence of three (3) financial events of default by Tenant in any twelve (12) consecutive month period, Landlord
shall have the right to require either or both of the following: (i) that all subsequent amounts required to be paid by Tenant to Landlord pursuant to this Lease, be paid in advance on a quarterly basis, and/or (ii) that any or all
subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the default in question or otherwise, be paid in the form of cash, money order, cashier’s or certified check drawn on an institution acceptable to Landlord, or by other
means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form. 

19.5 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes,
alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right
to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant.
Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease. 
 ARTICLE
20 
 COVENANT OF QUIET ENJOYMENT 

Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on
keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Lease Term, peaceably and quietly have, hold and
enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or
implied. 

  
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 ARTICLE 21

 SECURITY DEPOSIT 

Concurrently with Tenant’s execution of this Lease. Tenant shall deposit with Landlord a security deposit (the
“Security Deposit”) in the amount set forth in Section 8 of the Summary, as security for the faithful performance by Tenant of all of its obligations under this Lease. If tenant defaults with respect to any
provisions of this Lease, including, but not limited to, the provisions relating to the payment of Rent, the removal of property and the repair of resultant damage, Landlord may, without notice to Tenant, but shall not be required to apply all or
any part of the Security Deposit for the payment of any Rent or any other sum in default and Tenant shall, upon demand therefor, restore the Security Deposit to its original amount. Any unapplied portion of the Security Deposit shall be returned to
Tenant, or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within sixty (60) days following the expiration of the Lease Term. Tenant shall not be entitled to any interest on the Security Deposit. Tenant
hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute, and all other provisions of law, now or hereafter in effect, which (i) establish the time frame by which a landlord must refund a
security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises,
it being agreed that Landlord may, in addition, claim those sums specified in this Article 21 above and/or those sums reasonably necessary to compensate Landlord for any loss of damage caused by Tenant’s default under this Lease,
including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code. 
 ARTICLE 22 
 INTENTIONALLY OMITTED 

ARTICLE 23 
 SIGNS 
 23.1 Full Floors.
Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality, design and style of the Building and Project. Tenant, if the Premises comprise an entire floor of the Building, at
its sole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building. 

23.2 Multi-Tenant Floors. If other tenants occupy space on the floor on which the Premises is
located, Tenant’s identifying signage shall be provided by Landlord, at Tenant’s cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord’s
then-current Building standard signage program. 
 23.3 Prohibited Signage and Other
Items. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may
not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the
exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion. 
 23.4 Building Directory. A building directory will be located in the lobby of the Building. Tenant shall have the right, at Tenant’s sole cost and expense, to display
Tenant’s name in such directory. In the event that Landlord elects, in its sole discretion, to replace the currently existing fixed Building directory with an electronic directory, Tenant shall have the right, at Tenant’s sole cost and
expense, to display Tenant’s name in such electronic directory. 

  
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 ARTICLE 24

 COMPLIANCE WITH LAW 

Tenant shall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way
conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated. At its sole cost and expense, Tenant shall promptly comply with all such governmental
measures. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for
employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises
as are required to comply with the governmental rules, regulations, requirements or standards described in this Article 24. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of
whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as between Landlord and Tenant. 
 ARTICLE 25 
 LATE CHARGES 

If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee
within five (5) business days after Tenant’s receipt of written notice from Landlord that said amount is due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount plus any reasonable
attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of
Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing
hereunder which are not paid within ten (10) days after the date they are due shall bear interest from the date when due until paid at a rate per annum equal to the lesser of (i) the annual “Bank Prime Loan” rate cited in the
Federal Reserve Statistical Release Publication 11.15(519), published weekly (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus two (2) percentage points, and
(ii) the highest rate permitted by applicable law. 
 ARTICLE 26 

LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 

26.1 Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant
under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this
Lease, and such failure shall continue in excess of the time allowed under Section 19.1.2. above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or
perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder. 

26.2 Tenant’s Reimbursement. Except as may be specifically provided to the contrary in
this Lease. Tenant shall pay to Landlord, upon delivery by Landlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of
Tenant’s defaults pursuant to the provisions of Section 26.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses referred to in Article 10 of this Lease; and (iii) sums equal to all expenditures
made and obligations incurred by Landlord in collecting or attempting to collect the Rent or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, including, without limitation, all reasonable legal fees
and other amounts so expended. Tenant’s obligations under this Section 26.2 shall survive the expiration or sooner termination of the Lease Term. 

  
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 ARTICLE 27

 ENTRY BY LANDLORD 

Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant (except in the case of an
emergency) to enter the Premises to (i) inspect them; (ii) show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last twelve (12) months of the
Lease term. to prospective tenants; (iii) post notices of nonresponsibilily; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s
systems and equipment. Notwithstanding anything to the contrary contained in this Article 27. Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take
possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in
this Lease, and may take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes. Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant’s vaults, safes and
special security areas designated in advance by Tenant. In an emergency. Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in the manner
hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. No provision of this Lease shall be construed as
obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed to be performed by Landlord herein. 
 ARTICLE 28 
 TENANT PARKING 

Tenant shall have the right to use, commencing on the Lease Commencement Date, up to the amount of parking passes set
forth in Section 9 of the Summary, on a monthly basis throughout the Lease Term, which parking passes shall pertain to the Project parking facility. Tenant shall be responsible for the full amount of any taxes imposed by any governmental
authority in connection with the use of such parking passes by Tenant or the use of the parking facility by Tenant. Tenant’s continued right to use the parking passes is conditioned upon Tenant abiding by all rules and regulations which are
prescribed from time to time Tor the orderly operation and use of the parking facility where the parking passes are located, including any sticker or other identification system established by Landlord, Tenant’s cooperation in seeing that
Tenant’s employees and visitors also comply with such rules and regulations and Tenant not being in default under this Lease. Landlord specifically reserves the right to change the size, configuration, design, layout and all other aspects of
the Project parking facility at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease. from time to time, close-off or restrict access to the
Project parking facility for purposes of permitting or facilitating any such construction, alteration or improvements. Landlord may, at any time, institute valet assisted parking, tandem parking stalls, “stack” parking, or other parking
program within the Project parking facility. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to the Landlord. The parking passes
provided by Landlord to Tenant pursuant to this Article 28 are provided to Tenant solely for use by Tenant’s own personnel and such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant without
Landlord’s prior approval. Tenant may validate visitor parking by such method or methods as the Landlord may establish, at the validation rate from time to time generally applicable to visitor parking. The Project parking facility includes an
underground parking facility (the “City Parking Access Area”), which is available for public parking as set forth in this Article 28. The City of” Sunnyvale has the right, pursuant to that certain
Declaration of Covenants. Conditions, and Restrictions and Reciprocal Easement Agreement (Downtown Sunnyvale Parking Structures) dated as of November 15, 2000 and recorded November 22, 2000, as Instrument Number 15470449 in the Official
Records of Santa Clara County, California, to use 320 parking spaces in 

  
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the City Parking Access Area for public parking during the hours of 6:00 PM and 6:00 AM. Monday through Friday, and at all times on Saturdays and Sundays and to use the entire Project parking
facility for public parking for “special events” during evening and weekend hours up to eight (8) times per year as specified by the City of Sunnyvale (collectively, the “City Parking Rights”). All
parking rights of Tenant under this Lease are subject to the City Parking Rights, including without limitation the right of the City of Sunnyvale to collect fees for parking in the City Parking Access Area during the hours of 6:00 PM and 6:00 AM.
Monday through Friday, and at all times on Saturdays and Sundays. Landlord shall have the right to make reasonable modifications to the City Parking Rights, or to create, accept or adopt additional City Parking Rights, so long as they do not
materially adversely affect Tenant’s parking rights as provided in this Article 28. 
 ARTICLE 29

 MISCELLANEOUS PROVISIONS 

29.1 Terms; Captions. The words “Landlord” and “Tenant” as used herein
shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be
assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections. 

29.2 Binding Effect. Subject to all other provisions of this Lease, each of the covenants,
conditions and provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective heirs, personal representatives, successors or assigns,
provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease. 
 29.3 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to tenant by this Lease. If at
any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and
without any reduction or diminution of Tenant’s obligations under this Lease. 
 29.4 Modification of
Lease. Should any current or prospective mortgagee or ground lessor for the Building or Project require a modification of this Lease, which modification will not cause an increased cost or expense to Tenant or in any other way materially and
adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are reasonably required therefor and to deliver the same to Landlord
within ten (10) business days following a request therefor. At the request of Landlord or any mortgagee or ground lessor, Tenant agrees to execute a short form of Lease and deliver the same to Landlord within ten (10) business days
following the request therefor. 
 29.5 Transfer of Landlord’s Interest. Tenant
acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project or Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all
liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for all
obligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee. 
 29.6 Prohibition Against Recording. Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with
respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant. 
 29.7
Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.


  
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 29.8
Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between
Landlord and Tenant. 
 29.9 Application of Payments. Landlord shall have the right to apply
payments received from Tenant pursuant to this Lease, regardless ofTenant’s designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect. 

29.10 Time of Essence. Time is of the essence with respect to the performance of every provision of this
Lease in which time of performance is a factor. 
 29.11 Partial Invalidity. If any term,
provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition lo persons or circumstances other than those with respect to which
it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law. 

29.12 No Warranty. In executing and delivering this Lease. Tenant has not relied on any representations,
including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same
level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto. 
 29.13 Landlord Exculpation. The liability of Landlord or the Landlord Parties to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord’s
operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Premises shall be limited solely and exclusively to an amount which is equal to the lesser of (a) the interest of Landlord in the
Building or (b) the equity interest Landlord would have in the Building if the Building were encumbered by third-party debt in an amount equal to eighty percent (80%) of the value of the Building (as such value is determined by Landlord),
provided that in no event shall such liability extend to any sales or insurance proceeds received by Landlord or the Landlord Parties in connection with the Project. Building or Premises. Neither Landlord, nor any of the Landlord Parties shall have
any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this
Section 29.13 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners,
heirs, successors and assigns. Under no circumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the
performance of Landlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with,
Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use. in each case, however occurring. 

29.14 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the
parties hereto affecting this Lease and this Lease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and
understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or
provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto. 

29.15 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Project as
Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building or Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants
shall, during the Lease Term, occupy any space in the Building or Project. 

  
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 29.16
Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental
actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid by Tenant pursuant
to this Lease (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and,
therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure. 

29.17 Waiver of Redemption by Tenant. Tenant hereby waives, for Tenant and for all those claiming under
Tenant, any and all rights now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease. 

29.18 Notices. All notices, demands, statements, designations, approvals or other communications
(collectively, “Notices”) given or required to be given by either party to the other hereunder or by law shall be in writing, shall be (A) sent by United States certified or registered mail, postage prepaid, return receipt requested
(“Mail”), (B) transmitted by telecopy, if such telecopy is promptly followed by a Notice sent by Mail, (C) delivered by a nationally recognized overnight courier, or (D) delivered personally. Any Notice shall be sent,
transmitted, or delivered, as the case may be, to Tenant at the appropriate address set forth in Section 10 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord, or to Landlord at the
addresses set forth below, or to such other places as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given (i) three (3) days after the date it is posted if sent by Mail, (ii) the date the
telecopy is transmitted, (iii) the date the overnight courier delivery is made, or (iv) the date personal delivery is made. As of the date of this Lease, any Notices to Landlord must be sent, transmitted, or delivered, as the case may be,
to the following addresses: 
 Jones Lang LaSalle Americas Inc. 

Park Place al Bay Meadows 
 1200 Park Place, Suite 330 
 San Mateo. California 94403

 Attention: Karen Braun, Vice President, General Manager 

and 
 J.P. Morgan Investment Management Inc. 
 1999 Avenue of the
Stars, 26th Floor 
 Los Angeles, California 90067 

Attention: Steven M. Zaun, Vice President 

and 
 Allen Matkins Leek Gamble Mallory & Natsis LLP 
 1901
Avenue of the Stars 
 Suite 1800 

Los Angeles, California 90067 
 Attention: Anton N. Natsis, Esq. 
 29.19 Joint and
Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several. 
 29.20 Authority. If Tenant is a corporation, trust or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and
existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenant shall, within ten
(10) days after execution of this Lease, deliver to Landlord satisfactory evidence of such authority and, if a corporation, upon demand by Landlord, also deliver to Landlord satisfactory evidence of (i) good standing in Tenant’s state
of incorporation and (ii) qualification to do business in California. 

  
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 29.21
Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for
any other relief against the other, then all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to
have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment. 
 29.22 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM,
LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE. TRIAL
WITHOUT A JURY IN ANY ACTION. PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT
SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW. 

29.23 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not
constitute a reservation of, option for or option to lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. 

29.24 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any
real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “Brokers”), and that they know of no other real
estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities,
lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or
agent, other than the Brokers, occurring by, through, or under the indemnifying party. 
 29.25
Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees
that if Landlord fails to perform its obligations set forth herein. Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against
Landlord. 
 29.26 Project or Building Name and Signage. Landlord shall have the right at any time
to change the name of the Project or Building and to install, affix and maintain any and all signs on the exterior and on the interior of the Project or Building as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not use the
words “Sunnyvale City Center” or the name of the Project or Building or use pictures or illustrations of the Project or Building in advertising or other publicity or for any purpose other than as the address of the business to be conducted
by Tenant in the Premises, without the prior written consent of Landlord. 
 29.27 Counterparts.
This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease. 

29.28 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are
confidential information. Tenant shall keep such confidential information 

  
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strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal, and space planning consultants. 

29.29 Development of the Project. 

29.29.1 Subdivision. Landlord reserves the right to further subdivide all or a portion of the Project.
Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents needed to conform this Lease to the circumstances resulting from such subdivision. 

29.29.2 The Other Improvements. If portions of the Project or property adjacent to the Project
(collectively, the “Other Improvements”) are owned by an entity other than Landlord. Landlord, at its option, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide (i) for
reciprocal rights of access and/or use of the Project and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements, provided that
Tenant’s rights under this Lease are not materially impaired, (iii) for the allocation of a portion of the Direct Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project, and
(iv) for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed
to limit or otherwise affect Landlord’s right to convey all or any portion of the Project or any other of Landlord’s rights described in this Lease. 
 29.29.3 Construction of Project and Other Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may be subject to demolition or construction following
Tenant’s occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. which are in excess of that present in a fully constructed project. Tenant hereby waives any and all rent offsets or
claims of constructive eviction which may arise in connection with such demolition or construction. Additionally, Tenant acknowledges that (i) currently a new office building project is being constructed in the area immediately adjacent and to
the west of the Building, and (ii) the lobbies, elevators, carriage area parking and other Common Areas of the Building and Project are to be renovated/reconstructed by Landlord (collectively, the “Construction”). The
Construction is likely to create noise, dust, debris, and other disruption that may affect Tenant’s use of the Premises and Tenant’s use of and access to the Building. Certain areas, including areas of the Project and parking structure,
which are currently being used by tenants of the Building, including by Tenant, will be unavailable for use by tenants of the Building during portions of the Construction. Tenant hereby agrees that such Construction and Landlord’s actions in
connection with such Construction shall in no way constitute a constructive eviction of Tenant nor, except as otherwise expressly set forth in the Lease, entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any
reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Construction, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the Premises,
the whole or any part of the Project or Building resulting from the Construction or Landlord’s actions in connection with such Construction, or for any inconvenience or annoyance occasioned by such Construction or Landlord’s actions.
Notwithstanding anything to the contrary contained in this Section 29.29. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s use and enjoyment of the Premises, the Building and the Project
as a result of such Construction. 
 29.30 Building Renovations. It is specifically understood and
agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building
have been made by Landlord to Tenant except as specifically set forth herein or in the Tenant Work Letter. However, Tenant hereby acknowledges that Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify
(collectively, the “Renovations”) the Project, the Building and/or the Premises. Tenant hereby agrees that such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent.
Landlord shall have no responsibility and shall not be liable to Tenant for any injury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of
the use of the whole or any part of the Premises or of Tenant’s personal property or 

  
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improvements resulting from the Renovations, or for any inconvenience or annoyance occasioned by such Renovations. 

29.31 No Violation. Tenant hereby warrants and represents that neither its execution of nor performance
under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands,
losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising from Tenant’s breach of this warranty and representation. 

29.32 Communications and Computer Lines. Tenant may install, maintain, replace, remove or use any
communications or computer wires and cables serving the Premises (collectively, the “Lines”), provided that (i) Tenant shall obtain Landlord’s prior written consent, use an experienced and qualified contractor approved in
writing by Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease, (ii) an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of
the Project, as determined in Landlord’s reasonable opinion, (iii) the Lines therefor (including riser cables) shall be appropriately insulated to prevent excessive electromagnetic fields or radiation, shall be surrounded by a protective
conduit reasonably acceptable to Landlord, and shall be identified in accordance with the “Identification Requirements.” as that term is set forth hereinbelow, (iv) any new or existing Lines servicing the Premises shall comply with
all applicable governmental laws and regulations, (v) as a condition to permitting the installation of new Lines. Landlord may require that Tenant remove existing Lines located in or serving the Premises and repair any damage in connection with
such removal, and (vi) Tenant shall pay all costs in connection therewith. All Lines shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Lines with wire) to show Tenant’s name, suite number, telephone
number and the name of the person to contact in the case of an emergency (A) every four feet (4’) outside the Premises (specifically including, but not limited to, the electrical room risers and other Common Areas), and (B) at
the Lines’ termination point(s) (collectively, the “Identification Requirements”). Upon the expiration of the Lease Term, or immediately following any earlier termination of this Lease, Tenant shall, at Tenant’s sole cost
and expense, remove all Lines installed by Tenant, and repair any damage caused by such removal. In the event that Tenant fails to complete such removal and/or fails to repair any damage caused by the removal of any Lines. Landlord may do so and may
charge the cost thereof to tenant. In addition. Landlord reserves the right at any time to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time in
violation of any laws or represent a dangerous or potentially dangerous condition. 
 29.33 Access Control
Cards. Landlord shall have the right to institute and or continue the use of access control systems and/or procedures at the Building and/or Project that may include the provision of personal access control cards to individual employees of
Tenant. In such event, any such cards shall be personal to each particular employee, and Tenant shall cooperate with Landlord in order to ensure that such cards are used by employees of Tenant only, and are not transferred to any other persons.
Tenant shall additionally comply with any other reasonable requirements instituted or already used by Landlord in connection with such systems or procedures. 
 29.34 Transportation Management. Tenant shall comply with all future governmentally mandated programs intended to manage parking, transportation or traffic in and around the Project. In
connection with such compliance, Tenant shall lake responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization
or any other transportation-related committees or entities. 
 29.35 Wireless Communications.

 29.35.1 Landlord’s Wireless Communication Equipment. Tenant acknowledges that Landlord
may elect, in its sole and absolute discretion, to install and maintain (either itself or through a third party service provider) certain office and communications services (specifically including, without limitation, wireless communication
equipment) in the Building or Project, or any portion thereof (“Landlord’s Communication Equipment”). 

  
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29.35.2 Tenant’s Wireless Communication Equipment. Subject to Landlord’s prior
written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and subject to. in accordance with, and the terms and conditions set forth in Article 8. above, and this Section 29.35. Tenant may
install and maintain, at Tenant’s sole cost and expense, wireless communication equipment within the Premises (the “Wireless Communication Equipment”). Such Wireless Communication Equipment shall be used for wireless
communications within the Premises only, and shall be for the servicing of the operations conducted by Tenant from within the Premises. Tenant shall not be entitled to license its Wireless Communication Equipment to any third party, nor shall Tenant
be permitted to receive any revenues, fees or any other consideration for the use of such Communication Equipment by any third party. Such Wireless Communication Equipment shall, in all instances, comply with applicable governmental laws, codes,
rules and regulations. 
 29.35.3 Use of Wireless Equipment. Tenant hereby
acknowledges and agrees that its use of the Wireless Communication Equipment (i) shall not be permitted to interfere with any wireless communication equipment or other equipment of any other tenant or occupant of the Building or Project,
(ii) shall not be permitted to interfere with any wireless communication equipment or other equipment of any other third-party with whom Landlord has any third-party agreement, and (iii) shall not be permitted to interfere with
Landlord’s Communication Equipment. Landlord shall use commercially reasonable efforts to ensure that Landlord’s Communication Equipment does not interfere with Tenant’s Wireless Communication Equipment provided, however. Tenant
hereby acknowledges and agrees that Landlord has made no warranty or representation to Tenant with respect to the suitability of the Premises for any wireless communications, specifically including, without limitation, with respect to the quality
and clarity of any receptions and transmissions to or from the Wireless Communication Equipment and the presence of any interference with such signals whether emanating from Landlord’s Communication Equipment, the Building, the Project or
otherwise. In no event shall any such interfere with Tenant’s Wireless Communication Equipment have any effect on this Lease or give to Tenant any offset or defense to the full and timely performance of its obligations hereunder, or entitle
Tenant to any abatement of rent or additional rent or any other payment required to be made by Tenant hereunder, or constitute any accrual or constructive eviction of Tenant, or otherwise give rise to any other claim of any nature against Landlord.

 29.36 Fitness Center. Subject to the provisions of this
Section 29.36, so long as Tenant is not in default under this Lease, and provided Tenant’s employees execute Landlord’s standard waiver of liability form, then Tenant’s employees (the “Fitness Center
Users”) shall be entitled to use the fitness center in the building located on the first (lst) floor of the building located at 100 Mathilda Place, Sunnyvale, California, or similar facilities serving the Project (collectively, the “Fitness Center”) during the
initial Lease Term. The costs of operating, maintaining and supplying the Fitness Center shall be included in Operating Expenses. The use of the Fitness Center shall be subject to the rules and regulations that may be established from time to time
by Landlord for the Fitness Center. Landlord and Tenant acknowledge that the use of the Fitness Center by the Fitness Center Users shall be at their own risk and that the terms and provisions of Section 10.1 of this Lease shall apply to
Tenant and the Fitness Center Users’ use of the Fitness Center. Tenant shall not permit any person other than the Fitness Center Users to use the Fitness Center without the prior written approval of Landlord or Landlord’s representative.
All Fitness Center Users and approved guests must have pre-authorized keycards to enter the Fitness Center. Fitness Center Users’ keycards shall not be shared and shall only be used by the individual to whom such keycard was issued. Failure to
abide by this rule may result in immediate termination of such Fitness Center User’s right to use the Fitness Center. Tenant acknowledges that the provisions of this Section 29.36 shall not be deemed to be a representation by
Landlord that Landlord shall continuously maintain the Fitness Center (or any other fitness facility) throughout the Lease Term, and Landlord shall have the right, at Landlord’s sole discretion, to expand, contract, eliminate or otherwise
modify the Fitness Center. In addition, in the event that Landlord no longer owns the building(s) in which the Fitness Center is located, the rights of Tenant and the Fitness Center Users to use the Fitness Center may, at Landlord’s option, be
terminated. No expansion, contraction, elimination or modification of the Fitness Center, and no termination of Tenant’s or the Fitness Center Users’ right to the Fitness Center shall entitle Tenant to an abatement or reduction in Rent, or
constitute a constructive eviction, or result in an event of default by Landlord under this Lease. 
 29.37
No Discrimination. There shall be no discrimination against, or segregation of, any person or persons on account of sex, marital status, race, color, religion, creed, national


  
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origin, sexual orientation, familial status, disability or ancestry in the Transfer of the Premises, or any portion thereof, nor shall the Tenant itself, or any person claiming under or through
it. establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Premises, or any portion
thereof. 

  
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 IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written. 
  

					
	“Landlord”:
	
	 SPF MATHILDA, LLC,

a Delaware limited liability company

			
	By:	  		 	/s/    Steven M. Zaun
		  	Name:	 	Steven M. Zaun
		  	Its:	 	Vice President
	
	 “Tenant”:

	
	 KAYAK SOFTWARE CORPORATION,

a Delaware corporation

			
	By:	  		 	/s/ Paul English
		  	Name:	 	Paul English
		  	Its:	 	CTO + Co. Founder
			
	By:	  		 	/s/ Paul Schwenks
		  	Name:	 	Paul Schwenks
		  	Its:	 	SVP Engineering



  
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 EXHIBIT A

 SUNNYVALE CITY CENTER 
 OUTLINE OF PREMISES 

 

 

 EXHIBIT A 

  
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 EXHIBIT B

 SUNNYVALE CITY CENTER 
 TENANT WORK LETTER 
 This Tenant Work Letter shall
set forth the terms and conditions relating to the construction of the tenant improvements in the Premises. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence,
as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portion of Articles 1 through 29 of the Office Lease to
which this Tenant Work Letter is attached as Exhibit B and of which this Tenant Work Letter forms a part, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the relevant portion of Sections 1
through 6 of this Tenant Work Letter. 
 SECTION I 

CONSTRUCTION DRAWINGS FOR THE PREMISES 

Landlord and Tenant have approved that certain space plan for the Premises dated October 28. 2009, a copy of which
is attached hereto as Exhibit B-l (the “Space Plan”). Immediately following Tenant’s execution and delivery of this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to
supply such information as is necessary to allow the Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow
subcontractors to bid on the work and to obtain all applicable permits and in a manner consistent with, and which are a logical extension of, the Space Plan (as reasonably determined by Landlord) and otherwise in accordance with Building standards
(collectively, the “Approved Working Drawings”). Landlord shall construct the improvements in the Premises (the “Tenant Improvements”) pursuant to the Approved Working Drawings, Tenant shall make no changes
or modifications to (i) the Space Plan, or (ii) once completed, the Approved Working Drawings, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification
would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 5.1 of this Tenant Work Letter, of the Premises or increase the cost of designing or constructing the Tenant Improvements.

 SECTION 2 
 OVER-ALLOWANCE AMOUNT 
 If, after Tenant’s
execution of this Lease, Tenant shall request that any revisions, changes. or substitutions be made to (i) the Space Plan, (ii) the Approved Working Drawings (once the same are completed), or (iii) the Tenant Improvements, or in the
event that Tenant requests revisions, changes, or substitutions which cause the Approved Working Drawings to not be a logical extension of the Space Plan, then any additional costs which arise in connection with such revisions, changes or
substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request. 
 SECTION 3

 CONTRACTOR’S WARRANTIES AND GUARANTIES 

Landlord hereby assigns to Tenant all warranties and guaranties by the contractor who constructs the tenant Improvements
(the “Contractor”) relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of. the Tenant Improvements. 

  
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 EXHIBIT B 

  
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 SECTION 4

 TENANT’S COVENANTS 

Tenant hereby indemnifies Landlord for any loss, claims, damages or delays arising from the actions of Tenant’s
space planner/architect, if any, on the Premises or in the Building. 
 SECTION 5 

COMPLETION OF THE TENANT IMPROVEMENTS; 
 LEASE COMMENCEMENT DATE 
 5.1 Ready for
Occupancy. The Premises shall be deemed “Ready for Occupancy” upon the Substantial Completion of the Premises. For purposes of this Lease, “Substantial Completion” of the Premises shall occur
upon the completion of construction of the Tenant Improvements in the Premises pursuant to the Approved Working Drawings (as reasonably determined by Landlord), with the exception of any punch list items and any tenant fixtures, work-stations
(including any related fixture and/or equipment electrification), built-in furniture, or equipment (including security and other Tenant systems) to be installed by Tenant or under the supervision of Contractor. 

5.2 Delay of the Substantial Completion of the Premises. Except as provided in this
Section 5.2. the Lease Commencement Date shall occur as set forth in the Lease and Section 5.1. above. If there shall be a delay or there are delays in the Substantial Completion of the Premises or in the occurrence of any of
the other conditions precedent to the Commencement Date, as set forth in the Lease, as a direct, indirect, partial, or total result of: 
 5.2.1 Tenant’s failure to approve within two (2) business days any matter requiring Tenant’s approval: 

5.2.2 A breach by tenant of the Terms of this Tenant Work Letter or the Lease; 

5.2.3 Tenant’s request for changes in the Space Plan, the Tenant Improvements, or, once completed, the Approved
Working Drawings, or Tenant’s request for changes which cause the Approved Working Drawings to not be a logical extension of the Space Plan: 
 5.2.4 Tenant’s requirement for materials, components, finishes or improvements which are different from, or not included in. Landlord’s standard improvement package items for the Building; or

 5.2.6 Any other acts or omissions of Tenant, or its agents, or employees; 

then, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the
Substantial Completion of the Premises, the date of Substantial Completion of the Premises shall be deemed to be the date the Substantial Completion of the Premises would have occurred if no Tenant delay or delays, as set forth above, had occurred.

 SECTION 6 
 MISCELLANEOUS 
 6.1 Tenant’s Entry Into
the Premises Prior to Substantial Completion. Provided that Tenant and its agents do not interfere with Contractor’s work in the Building and the Premises. Contractor and Landlord shall allow Tenant access to the Premises
prior to the Substantial Completion of the Premises for the purpose of Tenant installing over standard equipment or fixtures in the Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 6.1,
Tenant shall submit a schedule to Landlord and Contractor, for their reasonable approval, which schedule shall detail the timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord
against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s actions pursuant to this Section 6.1. 
  

 
 EXHIBIT B 

  
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 6.2
Freight Elevators. Landlord shall, consistent with its obligations to other tenants of the Building, make the freight elevator reasonably available to Tenant in connection with initial decorating, furnishing and moving
into the Premises. 
 6.3 Tenant’s Representative. Tenant has designated Karen
Klein as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work
Letter. 
 6.4 Landlord’s Representative. Landlord has designated Stacey Kelsey
as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

 6.5 Tenant’s Agents. All subcontractors, laborers, materialmen, and
suppliers retained directly by Tenant shall all be union labor in compliance with the then existing master labor agreements. 
 6.6 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. In
all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord’s sole option, at the end of such period the item shall
automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence. 

6.7 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in
this Lease, if an event of default as described in the Lease, or a default by Tenant under this Tenant Work Letter, has occurred at any time on or before the Substantial Completion of the Premises, then (i) in addition to all other rights and
remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to cause Contractor to cease the construction of the Premises (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises
caused by such work stoppage as set forth in Section 5 of this Tenant Work Letter), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default is cured
pursuant to the terms of the Lease. 
 6.8 Cooperation by Tenant. Tenant
acknowledges that the timing of the completion of the Approved Work Drawings and the Tenant Improvements is of the utmost importance to Landlord. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by
Landlord in connection with or related to the design and construction of the Tenant Improvements, and in connection therewith, shall respond to Landlord’s requests for information and/or approvals, except as specifically set forth herein to the
contrary, within two (2) business days following request by Landlord. 

  
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 EXHIBIT B 

  
 - 49 -









  
 EXHIBIT B-l

 SPACE PLAN 

 

 

 EXHIBIT B-l 

  
 - 50 -









  
 EXHIBIT C

 SUNNYVALE CITY CENTER 
 NOTICE OF LEASE TERM DATES 
  

					
	 To:
	  	  
	 	
		  	  
	 	
		  	  
	 	
		  	  
	 	

  

			
	 Re:
	  	 Office Lease dated                     ,
200     between
                                        
                                         
                   , a
                                         
               (“Landlord”), and
                                        
                                         
               , a
                                        
(“Tenant”) concerning Suite
                                        
    on floor(s)                             of the office building
located at
                                        
, Sunnyvale, California.


 Ladies and Gentlemen: 

In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows:

 1. The Lease Term shall commence on or has commenced on
                                        
 for a term of                  ending on
                                        
. 
 2. Rent commenced to accrue on
                                    . in the amount of
                        . 
 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter shall be for the full amount of the monthly
installment as provided for in the Lease. 
 4. Your rent checks should be made payable to
                        at
                                . 

5. The exact number of rentable square feet within the Premises is
                                 square feet. 

6. Tenant’s Share as adjusted based upon the exact number of rentable square feet within the Premises is
                            %. 

Failure of Tenant to timely execute and deliver this Notice of Lease Term Dates shall constitute an acknowledgment by
Tenant that the statements included in this notice are true and correct, without exception. 
  

							
	“Landlord”:	 	
		
	
                 
                                         
                                      ,
	 	
			
	a 	  	  
	 	
			
	By:            	 	  
	 	
		  	Its:	 	  
	 	


 Agreed to and Accepted as 

of                 ,
200    . 
  

					
	“Tenant”:
	
	
                 
                                         
                                         
     ,

		
	a	 	  

		
	By:	 	  

		 	Its:	 	  



  
 - 51 -









  
 EXHIBIT C 

  
 - 52 -









  
 EXHIBIT D

 SUNNYVALE CITY CENTER 
 RULES AND REGULATIONS 
 Tenant shall faithfully
observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or
occupants of the Project. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, the latter shall control. 
 1. Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the
cost of any lock changes or repairs required by Tenant. Two keys will be furnished by Landlord for the Premises, and any additional keys required by tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. Upon the
termination of this Lease, Tenant shall restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to. or otherwise procured by, Tenant and in the event of the loss of keys so furnished. Tenant shall pay to Landlord the cost
of replacing same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes. 
 2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises. 

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as
are customary for comparable buildings in the downtown area of Sunnyvale, California. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal
hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may
be required to sign the Building register. Access to the Building may be refused unless the person seeking access has proper identification or has a previously arranged pass for access to the Building. Landlord will furnish passes to persons for
whom Tenant requests same in writing, Tenant shall be responsible for all persons for whom Tenant requests passes and shall be liable to Landlord for all acts of such persons. The Landlord and his agents shall in no case be liable for damages for
any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion. Landlord reserves the right to prevent access to the Building or the Project during the
continuance thereof by any means it deems appropriate for the safety and protection of life and property. 
 4.
No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with Landlord and done only at such time and in such manner as
Landlord designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. Safes and
other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case.
Any damage to any part of the Building, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant. 

5. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in
the elevators, except between such hours, in such specific elevator and by such personnel as shall be designated by Landlord. 
 6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Employees of Landlord shall not perform
any work or do anything outside their regular duties unless under special instructions from Landlord. 
  

 
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 7. No
sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by Tenant on any part of the Premises or the Building without the prior written consent of the Landlord. Tenant shall not disturb, solicit, peddle, or
canvass any occupant of the Project and shall cooperate with Landlord and its agents of Landlord to prevent same. 
 8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be
thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused same. 

9. Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or drill into the partitions,
woodwork or drywall or in any way deface the Premises or any part thereof without Landlord’s prior written consent. Tenant shall not purchase spring water, ice, towel, linen, maintenance or other like services from any person or persons not
approved by Landlord. 
 10. Except for vending machines intended for the sole use of Tenant’s employees
and invitees, no vending machine or machines other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord. 

11. Tenant shall not use or keep in or on the Premises, the Building, or the Project any kerosene, gasoline or other
inflammable or combustible fluid, chemical, substance or material. 
 12. Tenant shall not without the prior
written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord. 

13. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises,
or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or interfere with other tenants or those having business therein,
whether by the use of any musical instrument, radio, phonograph, or in any other way. Tenant shall not throw anything out of doors, windows or skylights or down passageways. 

14. Tenant shall not bring into or keep within the Project, the Building or the Premises any animals, birds, aquariums,
firearms, or, except in areas designated by Landlord, bicycles or other vehicles. 
 15. No cooking shall be
done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing. Underwriters’ laboratory-approved equipment and
microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors, provided that such use is in accordance with all applicable federal, state, county and city laws,
codes, ordinances, rules and regulations. 
 16. The Premises shall not be used for manufacturing or for the
storage of merchandise except as such storage may be incidental to the use of the Premises provided for in the Summary. Tenant shall not occupy or permit any portion of the Premises to be occupied as an office for a messenger-type operation or
dispatch office, public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a barber or manicure shop, or as an employment bureau without the express prior written
consent of Landlord. Tenant shall not engage or pay any employees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises. 

17. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is
intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations. 
 18. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the purpose of smoking
tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises. 
  

 
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 19.
Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Building’s heating and air conditioning system, and shall refrain from attempting to adjust
any controls. 
 20. Tenant shall store all its trash and garbage within the interior of the Premises. No
material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the downtown area of Sunnyvale.
California without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate.

 21. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency. 
 22. Any persons employed by Tenant to do janitorial work
shall be subject to the prior written approval of Landlord, and while in the Building and outside of the Premises, shall be subject to and under the control and direction of the Building manager (but not as an agent or servant of such manager or of
Landlord), and Tenant shall be responsible for all acts of such persons. 
 23. No awnings or other projection
shall be attached to the outside walls of the Building without the prior written consent of Landlord, and no curtains, blinds, shades or screens shall be attached to or hung in. or used in connection with, any window or door of the Premises other
than Landlord standard drapes. All electrical ceiling fixtures hung in the Premises or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and a warm white bulb color approved in advance in writing by
Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the prior written consent of Landlord. Tenant shall abide by Landlord’s regulations concerning the opening and closing of window
coverings which arc attached to the windows in the Premises, if any. which have a view of any interior portion of the Building or Building Common Areas. 
 24. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by
Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills. 
 25. Tenant must comply
with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord. 
 26. Tenant must comply with the State of California “No-Smoking” law set forth in California Labor Code Section 6404.5. and any local “No-Smoking” ordinance which may be in
effect from time to time and which is not superseded by such State law. 
 27. Tenant hereby acknowledges that
Landlord shall have no obligation to provide guard service or other security measures for the benefit of the Premises, the Building or the Project. Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees,
contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed, whether or not Landlord, at its option, elects to provide security protection for
the Project or any portion thereof, Tenant further assumes the risk that any safety and security devices, services and programs which Landlord elects, in its sole discretion, to provide may not be effective, or may malfunction or be circumvented by
an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences. Tenant shall
cooperate in any reasonable safety or security program developed by Landlord or required by law. 
 28. All
office equipment of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise and annoyance. 

29. Tenant shall not use in any space or in the public halls of the Building, any hand trucks except those equipped with
rubber tires and rubber side guards. 
  
  
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 30. No
auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be conducted in the Premises without the prior written consent of Landlord. 
 31. No tenant shall use or permit the use of any portion of the Premises for living quarters, sleeping apartments or lodging rooms. 

32. Tenant shall have the exclusive right to use its reserved parking spaces, if any, from 6:00 A.M. to 6:00 P.M. Monday
through Friday. 
 Landlord reserves the right at any time to change or rescind any one or more of these Rules
and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises. Building, the Common Areas and
the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no
such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall
be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. 

  
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 EXHIBIT E

 SUNNYVALE CITY CENTER 
 FORM OF TENANT’S ESTOPPEL CERTIFICATE 
 The
undersigned as tenant under That certain Office Lease (the “Lease”) made and entered into as of
                        . 200     by and between
                        as Landlord, and the undersigned as Tenant. for Premises on the
                         floor(s) of the office building located at
                        , Sunnyvale. California
                        , certifies as follows: 

1. Attached hereto as Exhibit A is a true and correct copy of the Lease and all amendments and
modifications thereto. The documents contained in Exhibit A represent the entire agreement between the parties as to the Premises. 
 2. The undersigned currently occupies the Premises described in the Lease, the Lease term commenced on
                        . and the Lease Term expires on
                        . and the undersigned has no option to terminate or cancel the Lease or to purchase all or
any part of the Premises, the Building and/or the Project. 
 3. Base Rent became payable on
                . 
 4. The
Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Exhibit A. 
 5. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows: 

6. Tenant shall not modify the documents contained in Exhibit A without the prior written consent of
Landlord’s mortgagee. 
 7. All monthly installments of Base Rent, all Additional Rent and all monthly
installments of estimated Additional Rent have been paid when due through                 . The current monthly installment of Base Rent is
$                . 
 8. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, the undersigned has not
delivered any notice to Landlord regarding a default by Landlord thereunder. 
 9. No rental has been paid more
than thirty (30) days in advance and no security has been deposited with Landlord except as provided in the Lease. 
 10. As of the date hereof, there are no existing defenses or offsets, or. to the undersigned’s knowledge, claims or any basis for a claim, that the undersigned has against Landlord. 

11. If Tenant is a corporation or partnership, each individual executing this Estoppel Certificate on behalf of Tenant
hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on
behalf of Tenant is authorized to do so. 
 12. There are no actions pending against the undersigned under the
bankruptcy or similar laws of the United States or any state. 
  
  

 
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 13.
Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any hazardous substances in the Premises. 

14. To the undersigned’s knowledge, all tenant improvement work to be performed by Landlord under the Lease has been
completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full. 

The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee or
prospective purchaser, and acknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part and that receipt by
it of this certificate is a condition of making such loan or acquiring such property. 
 Executed at
                                        
            on the                          day of
                                        
. 200    . 
  

							
	“Tenant”:	 	
		
	
                 
                                         
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 EXHIBIT E 

  
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