EX-10.2






M U L T I – T E N A N T

C O M M E R C I A L / I N D U S T R I A L L E A S E ( N N N )




SILICON VALLEY RESEARCH CENTER

SAN JOSE, CALIFORNIA




LANDLORD:




LBA REALTY FUND II-WBP VII, INC.,

an Arizona corporation




TENANT:




HANSEN MEDICAL, INC.,

a Delaware corporation

TABLE OF CONTENTS




Page




	 	 	 
	EXHIBITS:

	 	

	 

	 	

	Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

Exhibit G

Exhibit H

RIDERS:

	 	Premises Floor Plan

Site Plan

Work Letter

Notice of Lease Term Dates

Rules and Regulations

Estoppel Certificate

Environmental Questionnaire and Disclosure Statement

Letter of Credit



	 

	 	

	Rider No. 1

Rider No. 2

Rider No. 3

	 	Extension Option

Fair Market Rental Rate

Additional Terms






THIS LEASE, entered into as of this        day of December, 2015 (the “Effective Date”) for
reference purposes, is by and between LBA REALTY FUND II-WBP VII, INC., an Arizona corporation,
hereinafter referred to as “Landlord”, and HANSEN MEDICAL, INC., a Delaware corporation,
hereinafter referred to as “Tenant”.



	 	 	 	 	 
	ARTICLE 1	 	- LEASE SUMMARY AND PROPERTY SPECIFIC PROVISIONS
	1.1

1.2
	 	Landlord’s Address:

With copies to:

For payment of Rent:

Tenant’s Address:
	 	LBA REALTY FUND II-WBP VII, INC.

c/o LBA Realty

160 W. Santa Clara Street, Suite 950

San Jose, CA 95113

Attn: Regional Operations Director

Telephone: (408) 435-1221

E-mail: leasingnotices@lbarealty.com

LBA Realty

3347 Michelson Drive, Suite 200

Irvine, California 92612

Attn: SVP — Operations

Telephone: (949) 833-0400

E-mail: leasingnotices@lbarealty.com

LBA Realty Fund II-WBP VII, Inc.

P.O. Box 512546

Los Angeles, CA 90030-0426

Prior to execution of this Lease:

	 	 	 	 	 

	 	 	 	 	Hansen Medical, Inc.

800 E. Middlefield

Mountain View, CA 94043

Attn: Christopher P. Lowe

	 	 	 	 	After the Commencement Date:

	 	 	 	 	 

	 	 	 	 	At the Premises








1.3 Building: The Building commonly known as 1120 Ringwood Court, San Jose, California.
The Building, together with all other buildings, improvements and facilities, now or
subsequently located upon the land (the “Site”) as shown on the Site Plan attached hereto as
Exhibit B (as such area may be expanded or reduced from time to time) is referred to
herein as the “Property”. The Property is commonly known as Silicon Valley Research Center.
Landlord and Tenant stipulate and agree that the Property contains 137,352 rentable square feet
in the aggregate and the Building contains 32,552 rentable square feet, for all purposes of this
Lease.




1.4 Premises: The entire Building, as outlined on the Premises Floor Plan attached hereto
as Exhibit A. Landlord and Tenant stipulate and agree that the Premises contain 32,552
rentable square feet, for all purposes of this Lease.




1.5 City: The City of San Jose, County of Santa Clara, State of California.




1.6 Commencement Date: August 1, 2016.




1.7 Term: One hundred twenty-seven (127) months, commencing on the Commencement Date and
ending on February 28, 2027 (“Expiration Date”).




1.8 Monthly Base Rent:



	 	 	 
	Months or Period	 	Monthly Base Rent
	1 – 18

(8/1/16 – 1/31/18)

	 	

$49,479.04**
	19 – 30

(2/1/18 – 1/31/19)

	 	

$50,963.41
	31 – 42

(2/1/19 – 1/31/20)

	 	

$52,492.31
	43 – 54

(2/1/20 – 1/31/21)

	 	

$54,067.08
	55 – 66

(2/1/21 – 1/31/22)

	 	

$55,689.10
	67 – 78

(2/1/22 – 1/31/23)

	 	

$57,359.77
	79 – 90

(2/1/23 – 1/31/24)

	 	

$59,080.56
	91 – 102

(2/1/24 – 1/31/25)

	 	

$60,852.98
	103 – 114

(2/1/25 – 1/31/26)

	 	

$62,678.57
	115 – 126

(2/1/26 – 1/31/27)

	 	

$64,558.92
	127

(2/1/27 – 2/28/27)

	 	

$66,495.69







*Notwithstanding the foregoing, provided Tenant is not in default under this Lease
beyond any applicable notice and cure period, Landlord hereby agrees to abate Tenant’s
obligation to pay Monthly Base Rent during the months of February, 2017 through August,
2017, inclusive (such total amount of abated Monthly Base Rent being hereinafter referred to
as the “Abated Amount”). During such abatement period, Tenant will still be responsible for
the payment of all other monetary obligations under the Lease. Tenant acknowledges that any
default by Tenant under this Lease will cause Landlord to incur costs not contemplated
hereunder, the exact amount of such costs being extremely difficult and impracticable to
ascertain.  Therefore, if at any time during the Term, Tenant is in default after
having been given notice and opportunity to cure , and this Lease is terminated by Landlord
as a result of such default, then Landlord may claim as part of its damages the
then-unamortized portion of the Base Rent herein abated assuming amortization of the abated
Monthly Base Rent amount on a straight-line basis over the remaining months in the scheduled
Term, but only to the extent that Landlord is not otherwise “made whole” through its
recovery of leasehold damages. Tenant acknowledges and agrees that nothing in this
subparagraph is intended to limit any other remedies available to Landlord at law or in
equity under applicable law (including, without limitation, the remedies under Civil Code
Section 1951.2 and/or 1951.4 and any successor statutes or similar laws), in the event
Tenant defaults under this Lease beyond any applicable notice and cure period. Upon
reasonable notice to Tenant at any time prior to application of the entire Abated Amount,
Landlord shall have the right to purchase from Tenant any and all then remaining Abated
Amount as it applies to one or more of the remaining abatement months by paying to Tenant an
amount equal to the unused balance of the Abated Amount that Landlord elects to purchase
back from Tenant (the “Abated Amount Purchase Price”). Upon Landlord’s payment to Tenant of
the Abated Amount Purchase Price with respect to the applicable remaining abatement months,
Tenant shall thereupon be required to pay Monthly Base Rent during such months in an amount
equal to the Abated Amount that Tenant would have been entitled to receive but for
Landlord’s payment to Tenant of the Abated Amount Purchase Price.




1.9 Letter of Credit: $750,000.00.




1.10 Permitted Use: Office, manufacturing, assembly, and warehouse use, subject to the
provisions set forth in this Lease and as permitted by law.




1.11 Parking: One hundred thirty (130) unreserved parking spaces, subject to the terms of
Article 11 of the Standard Lease Provisions.




1.12 Brokers: CBRE, Inc., representing Landlord, and Jones Lang LaSalle, representing
Tenant.




1.13 Interest Rate: The lesser of: (a) Ten percent (10%) or (b) the maximum rate
permitted by law in the State where the Property is located.




1.14 Insurance Amounts:



a. Commercial General Liability Insurance: General liability of not less than One Million
Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate.



b. Commercial Automobile Liability Insurance: Limit of liability of not less than One Million
Dollars ($1,000,000.00) per accident.



c. Worker’s Compensation and Employers Liability Insurance: With limits as mandated pursuant
to the laws in the State in which the Property is located, or One Million Dollars ($1,000,000.00)
per person and accident, whichever is greater.



d. Umbrella Insurance: Limits of not less than Three Million Dollars ($3,000,000.00) per
occurrence.



e. Loss of Income, Extra Expense and Business Interruption Insurance: In such amounts as will
reimburse Tenant for 12 months of direct or indirect loss of earnings attributable to all perils
commonly insured against by prudent tenants or attributable to prevention of access to the
Premises, Tenant’s parking areas or to the Building as a result of such perils.



f. If Tenant’s business includes professional services, Professional Liability (also known as
errors and omissions insurance): Not less than the minimum limits required by law for Tenant’s
profession, and in any event, not less than One Million Dollars ($1,000,000.00) per occurrence.




1.15 Tenant Improvements: The improvements previously installed in the Premises, if any,
and the tenant improvements to be installed in the Premises by Landlord or Tenant, if any, as
described in the Work Letter attached hereto as Exhibit C (the “Work Letter”). Landlord
hereby grants to Tenant an allowance of up to $47.00 per rentable square foot of the Premises
(i.e. $1,529,944.00, based on the Premises consisting of approximately 32,552 square feet) (the
“Allowance”), to be applied as provided in the Work Letter.




1.16 Tenant’s Percentage: 100%, which is the ratio that the rentable square footage of the
Premises bears to the rentable square footage of the Building. Building Percentage of Property:
23.7%, which is the ratio that the rentable square footage of the Building bears to the
rentable square footage of all buildings within the Property (hereinafter, the “Building
Percentage”). Accordingly, as more particularly provided in Section 1.18 hereof,
Operating Expenses include the Building Percentage of all such items which are common to the
entire Property.




1.17 Common Areas; Definitions; Tenant’s Rights. During the Term, Tenant shall have the
non-exclusive right to use, in common with other tenants in the Property, and subject to the
Rules and Regulations referred to in Article 9 of the Standard Lease Provisions, those
portions of the Property (the “Common Areas”) not leased or designated for lease to tenants that
are provided for use in common by Landlord, Tenant and any other tenants of the Property (or by
the sublessees, agents, employees, customers invitees, guests or licensees of any such party),
whether or not those areas are open to the general public. The Common Areas shall include,
without limitation, all areas of the Building outside of the Premises and outside of any
premises leased or designated for lease to tenants, the common entrances, lobbies, common
restrooms, accessways, loading docks, ramps, drives and platforms and any passageways and
serviceways thereto to the extent not exclusively serving another tenant or contained within
another tenant’s premises, and the common pipes, conduits, wires and appurtenant equipment
serving the Premises, the parking areas (subject to Article 11 of the Standard Lease
Provisions), loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
driveways and landscaped areas appurtenant to the Building, fixtures, systems, decor, facilities
and landscaping contained, maintained or used in connection with those areas, and shall be
deemed to include any city sidewalks adjacent to the Property, any pedestrian walkway system,
park or other facilities located on the Site and open to the general public.




1.18 Operating Expenses.



a. Triple Net Lease. Except as otherwise provided herein, all Rent (as that term is defined
under Section 5.2 of the Standard Lease Provisions) shall be absolutely net to Landlord so that
this Lease shall yield net to Landlord the Rent to be paid each month during the Term of this
Lease. Accordingly, and except as otherwise provided in this Lease, all costs, expenses and
obligations of every kind or nature whatsoever relating to the Premises which may arise or become
due during the Term of this Lease including, without limitation, all costs and expenses of
maintenance and repairs, insurance and taxes, shall be paid by Tenant. Nothing herein contained
shall be deemed to require Tenant to pay or discharge any liens or mortgages of any character
whatsoever which may exist or hereafter be placed upon the Premises by an affirmative act or
omission of Landlord.



b. Operating Expenses. In addition to the Monthly Base Rent, Tenant shall pay to Landlord
Tenant’s Percentage of Operating Expenses (which includes the Building Percentage of all costs and
expenses of operation and maintenance of the Common Areas and the Site), in the manner and at the
times set forth in the following provisions of this Section 1.18. “Operating Expenses” shall
consist of all costs and expenses of operation, maintenance and repair of the Building and Building
Common Areas as determined by standard accounting practices and calculated assuming the Building is
at least ninety-five percent (95%) occupied, together with the Building Percentage of all costs and
expenses of operation and maintenance of the Common Areas and the Site as determined by standard
accounting practices and calculated assuming the Property is at least ninety-five percent (95%)
occupied. Operating Expenses include the following costs by way of illustration but not
limitation: (i) any and all assessments imposed with respect to the Building, Common Areas, and/or
Site pursuant to any covenants, conditions and restrictions affecting the Property; (ii) costs,
levies or assessments resulting from statutes or regulations promulgated by any government
authority in connection with the use or occupancy of the Site, Building or the Premises; (iii) all
costs of utilities serving the Common Areas and any costs of utilities for the Premises which are
not separately metered, (iv) all Taxes and Insurance Costs as defined in the Standard Lease
Provisions, (v) waste disposal; (vi) security, if any; (vii) costs incurred in the management of
the Site, Building and Common Areas, including, without limitation: (1) supplies, materials,
equipment and tools, (2) wages, salaries, benefits, pension payments, fringe benefits, (and payroll
taxes, insurance and similar governmental charges related thereto) of employees used in the
operation and maintenance of the Site, Building and Common Areas up to the level of Property
Director or Senior Property Manager; provided, that if any employees of Landlord provide services
for more than one building of Landlord, then a prorated portion of such employees’ wages, benefits
and taxes shall be included in Operating Expenses based on the portion of their working time
devoted to the Property, (3) the rental of personal property used by Landlord’s personnel in the
maintenance, repair and operation of the Property, (4) accounting fees, legal fees and real estate
consultant’s fees, and (5) a management/administrative fee not to exceed 3% of gross revenues
derived from the Property; (viii) repair and maintenance of other portions of the Building other
than such portions as are maintained by Tenant, including the elevators (if any), restrooms (if
any), structural and non-structural portions of the Building, and the plumbing, heating,
ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not
maintained by Tenant pursuant to Section 8.2 of the Standard Lease Provisions; (ix)
maintenance, costs and upkeep of all parking and Common Areas; (x) amortization on a straight-line
basis over the useful life together with interest at the Interest Rate (as defined in Section
1.13 of the Lease Summary) on the unamortized balance of all costs of a capital nature
(including, without limitation, capital improvements, capital replacements, capital repairs,
capital equipment and capital tools): (1) reasonably intended to produce a reduction in operating
charges or energy consumption; or (2) required after the date of this Lease under any Law that was
not applicable to the Building at the time it was originally constructed; or (3) for repair or
replacement of any equipment or improvements needed to operate and/or maintain the Building, the
Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; (xi)
costs and expenses of gardening and landscaping; (xii) maintenance of signs (other than signs of
tenants of the Site); (xiii) personal property taxes levied on or attributable to personal property
used in connection with the Building, the Common Areas and/or the Site; and (xiv) costs and
expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items.
Landlord shall have the right, from time to time, to equitably allocate some or all of the
Operating Expenses among different tenants and/or different buildings and/or difference premises of
the Property based upon differing levels of use, demand, risk or other distinctions among such
parties, premises or Buildings (the “Cost Pools”). Such Cost Pools may include, for example, all
office space tenants or industrial/R&D space tenants in the Property and may be modified to take
into account the addition of any additional buildings within the Property. Accordingly, in the
event of such allocations into Cost Pools, Tenant’s Percentage shall be appropriately adjusted to
reflect such allocation. In addition, if Landlord does not furnish a particular service or work
(the cost of which, if furnished by Landlord would be included in Operating Expenses) to a tenant
(other than Tenant) that has undertaken to perform such service or work in lieu of receiving it
from Landlord, then Operating Expenses, Insurance Costs, costs of utilities and/or Taxes, as
applicable, shall be considered to be increased by an amount equal to the additional Operating
Expenses, Insurance Costs, costs of utilities and/or Taxes that Landlord would reasonably have
incurred had Landlord furnished such service or work to that tenant.



c. Exclusions from Operating Expenses. Notwithstanding anything to the contrary contained
elsewhere in this Section 1.18, the following items shall be excluded from Operating
Expenses: (i) Costs of decorating, redecorating, or special cleaning or other services provided to
certain tenants and not provided on a regular basis to all tenants of the Building; (ii) Any charge
for depreciation of the Building or equipment and any interest or other financing charge; (iii) All
costs relating to activities for the marketing, solicitation, negotiation and execution of leases
of space in the Building, including without limitation, costs of tenant improvements; (iv) All
costs for which Tenant or any other tenant in the Building is being charged other than pursuant to
the operating expense clauses of leases for the Building; (v) The cost of correcting defects in the
construction of the Building or in the building equipment, except that conditions (not occasioned
by construction defects) resulting from ordinary wear and tear will not be deemed defects for the
purpose of this category; (vi) To the extent Landlord is reimbursed by third parties, the cost of
repair made by Landlord because of the total or partial destruction of the Building or the
condemnation of a portion of the Building; (vii) The cost of any items for which Landlord is
reimbursed by insurance or otherwise compensated by parties other than tenants of the Building
pursuant to clauses similar to this paragraph; (viii) Any operating expense representing an amount
paid to a related corporation, entity, or person which is in excess of the amount which would be
paid in the absence of such relationship; (ix) The cost of any work or service performed for or
facilities furnished to any tenant of the Building to a greater extent or in a manner more
favorable to such tenant than that performed for or furnished to Tenant; (x) The cost of
alterations of space in the Building leased to other tenants; (xi) Ground rent or similar payments
to a ground lessor; (xii) Legal fees and related expenses incurred by Landlord (together with any
damages awarded against Landlord) due to the gross negligence or willful misconduct of Landlord;
(xiii) Costs arising from the presence of any Hazardous Materials within, upon or beneath the
Property, unless the presence is due to any acts or omissions of Tenant or Tenant’s Parties; (xiv)
Salaries and compensation of ownership and management personnel to the extent that such persons
provide services to properties other than the Building; (xv) Costs of selling or refinancing
Landlord’s interest in the Building; (xvi) Capital improvements made to the Property , except as
set forth in Subsection 1.18(b)(x) above, and except for items which are generally considered
maintenance and repair items, such as painting of Common Areas, and the like; (xvii) The cost of
installing, operating and maintaining any specialty service, such as daycare, cafeteria, athletic
or recreational club; (xviii) Management fees, royalties or other fees charged for the management
of the Property in excess of 3% of gross revenues for the Property; (xix) Any expenses for repairs
or maintenance for which Landlord is reimbursed under warranties and service contracts in existence
on the Commencement Date; (xx) Charges (including applicable taxes) for electricity, steam and
other utilities for which Landlord is entitled to reimbursement from any tenant; (xxi) Interest and
penalties due to late payment of any amounts owed by Landlord, except such as may be incurred as a
result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s
contesting such amounts in good faith; (xxii) Costs related to the existence and maintenance of
Landlord as a legal entity, except to the extent attributable to the operation and management of
the Property;



If any or all of the Taxes paid hereunder are permitted to be paid in installments, notwithstanding
how Landlord pays the same, then for purposes of calculating Taxes, such Taxes shall be deemed to
have been divided and paid in the maximum number of installments permitted by Law, and there shall
be included in Taxes for each year only such installments as are required to be paid within such
year, together with interest thereon and on future such installments as provided by applicable law.



d. Estimate Statement and Payment of Tenant’s Percentage of Operating Expenses. By the first
day of April (or as soon as practicable thereafter) of each calendar year during the Term, Landlord
shall endeavor to deliver to Tenant a statement (“Estimate Statement”) estimating the Tenant’s
Percentage of Operating Expenses for the current calendar year. If at any time during the Term,
but not more often than one (1) time per year, Landlord reasonably determines that the estimated
amount of Tenant’s Percentage of Operating Expenses payable by Tenant for the current calendar year
will be greater or less than the amount set forth in the then current Estimate Statement, Landlord
may issue a revised Estimate Statement and Tenant agrees to pay Landlord, within thirty (30) days
of receipt of the revised Estimate Statement, the difference between the amount owed by Tenant
under such revised Estimate Statement and the amount owed by Tenant under the original Estimate
Statement for the portion of the then current calendar year which has expired. Thereafter Tenant
agrees to pay Tenant’s Percentage of Operating Expenses based on such revised Estimate Statement
until Tenant receives the next calendar year’s Estimate Statement or a new revised Estimate
Statement for the current calendar year. Tenant’s Percentage of Operating Expenses shown on the
Estimate Statement (or revised Estimate Statement, as applicable) shall be divided into twelve (12)
equal monthly installments, and Tenant shall pay to Landlord, concurrently with the regular monthly
Rent payment next due following the receipt of the Estimate Statement (or revised Estimate
Statement, as applicable), an amount equal to one (1) monthly installment of such Tenant’s
Percentage of Operating Expenses multiplied by the number of months from January in the calendar
year in which such statement is submitted to the month of such payment, both months inclusive (less
any amounts previously paid by Tenant with respect to any previously delivered Estimate Statement
or revised Estimate Statement for such calendar year). Subsequent installments shall be paid
concurrently with the regular monthly Rent payments for the balance of the calendar year and shall
continue until the next calendar year’s Estimate Statement (or current calendar year’s revised
Estimate Statement) is received.



e. Actual Statement. By the first day of June (or as soon as practicable thereafter) of each
subsequent calendar year during the Term, Landlord shall to deliver to Tenant a statement (“Actual
Statement”) which states the Tenant’s Percentage of actual Operating Expenses payable by Tenant for
the immediately preceding calendar year. If the Actual Statement reveals that the Tenant’s
Percentage of actual Operating Expenses was more than the Tenant’s Percentage of estimated
Operating Expenses paid by Tenant with respect to the preceding calendar year, Tenant agrees to pay
Landlord the difference in a lump sum within thirty (30) days of receipt of the Actual Statement.
Such obligation will be a continuing one which will survive the expiration or earlier termination
of this Lease. If the Actual Statement reveals that the Tenant’s Percentage of actual Operating
Expenses was less than the Operating Expenses paid by Tenant with respect to the preceding calendar
year, Landlord will credit any overpayment toward the next monthly installment(s) of Rent due from
Tenant or refund such amount to Tenant if the term of this Lease has ended. Prior to the
expiration or sooner termination of the Term and Landlord’s acceptance of Tenant’s surrender of the
Premises, Landlord will have the right to estimate the Tenant’s Percentage of actual Operating
Expenses for the then current calendar year and to collect from Tenant prior to Tenant’s surrender
of the Premises, any excess of such Tenant’s Percentage of actual Operating Expenses over the
Tenant’s Percentage of estimated Operating Expenses paid by Tenant in such calendar year.



f. No Release. Any delay or failure by Landlord in delivering any Estimate Statement or
Actual Statement pursuant to this Section 1.18 shall not constitute a waiver of its right
to receive Tenant’s payment of Tenant’s Percentage of Operating Expenses, nor shall it relieve
Tenant of its obligations to pay Operating Expenses pursuant to this Section 1.18, except
that Tenant shall not be obligated to make any payments based on such Estimate or Actual Statement
until thirty (30) days after receipt of such statement.




1.19 Utilities and Services.



a. Utilities and Services. As used in this Lease, “Premises Utilities Costs” shall mean all
actual charges for utilities for the Premises of any kind, including but not limited to water,
sewer and electricity, telecommunications and cable service, and the costs of heating, ventilating
and air conditioning and other utilities as well as related fees, assessments and surcharges.
Tenant shall contract directly for all utilities services for the Premises and shall pay all
Premises Utilities Costs directly to the various utility service providers providing such utility
services to the Premises. Should Landlord elect to supply any or all of such utilities, Tenant
agrees to purchase and pay for the same as Additional Rent. Tenant shall reimburse Landlord within
thirty (30) days of billing for fixture charges and/or water tariffs, if applicable, which are
charged to Landlord by local utility companies. Landlord will notify Tenant of this charge as soon
as it becomes known. This charge will increase or decrease with current charges being levied
against Landlord, the Premises or the Building by the local utility company, and will be due as
Additional Rent. Except as provided in Section 7.6 of this Lease, in no event shall Landlord be
liable for any interruption or failure in the supply of any such utility or other services to
Tenant. Except as provided in Section 7.6 of this Lease, in no event shall any Rent owed Landlord
under this Lease be abated by reason of the failure to furnish, delay in furnishing, unavailability
or diminution in quality or quantity of any such utility or other services or interference with
Tenant’s business operations as a result of any such occurrence; nor shall any such occurrence
constitute an actual or constructive eviction of Tenant or a breach of an implied warranty by
Landlord.



b. Maintenance/Janitorial/Service Contracts. Tenant shall, at its sole cost and expense,
repair and maintain, and enter into a regularly scheduled preventive maintenance/service contract
with a maintenance contractor to service, all hot water, heating and air conditioning systems and
equipment (“HVAC”) within the Premises, or which serve the Premises exclusively, including, without
limitation, any rooftop package HVAC units, distribution lines and internal venting systems. Such
repair and maintenance shall include any and all services required to conform and maintain the HVAC
units in compliance with current ASHRAE Standards. As used herein, “ASHRAE Standards” shall mean
those standards established by the American Society of Heating, Refrigerating and Air-Conditioning
Engineers, Inc. (ASHRAE) and Air Conditioning Contractors of America (ACCA) Standard Practice for
Inspection and Maintenance of Commercial Building HVAC Systems, ANSI/ASHRAE/ACCA Standard 180-2008,
as the same may be amended from time to time. All cleaning and janitorial services, including
regular removal of trash and debris, for the Premises shall be performed and obtained, at Tenant’s
sole cost and expense, exclusively by or through Tenant or Tenant’s janitorial contractors. The
maintenance contractor and janitorial contractor and the contracts for same must be approved in
writing by Landlord in advance, which approval will not be unreasonably withheld, conditioned or
delayed. All maintenance/service contracts shall include all services recommended by the equipment
manufacturer within the operation/maintenance manual and all services required to conform and
maintain the HVAC in compliance with current ASHRAE Standards, and shall become effective (and a
copy thereof delivered to Landlord) within thirty (30) days following the date Tenant takes
possession of the Premises. Landlord reserves the right, upon notice to Tenant, to procure and
maintain any or all of such service contracts, and if Landlord so elects, Tenant shall reimburse
Landlord, as Additional Rent, within thirty (30) days after written demand, for the cost therefor,
provided that such services are provided at reasonably competitive rates.



c. Tenant’s Obligations. Tenant shall cooperate at all times with Landlord, and abide by
current ASHRAE Standards and all reasonable regulations and requirements which Landlord may
reasonably prescribe for the proper functioning and protection of the Building’s services and
systems. Tenant shall not connect any conduit, pipe, apparatus or other device to the Building’s
water, waste or other supply lines or systems for any purpose. Neither Tenant nor its employees,
agents, contractors, licensees or invitees shall at any time enter, adjust, tamper with, touch or
otherwise in any manner affect the mechanical installations or facilities of the Building.
Additionally, Tenant hereby consents to any applicable utility company providing utility
consumption information for the Premises to Landlord, and if requested, shall promptly sign any
documentation requested by the utility company to evidence such consent.



d. Landlord’s Obligations. In addition to any repair obligations of Landlord set forth
elsewhere in this Lease, Landlord, at Landlord’s cost (subject to inclusion as part of Operating
Expenses, as may be applicable), shall repair, maintain and replace as necessary, the foundation
and structural elements of the Building (including structural load bearing walls and roof
structure), and utility meters, electrical lines, pipes and conduits serving the Building and the
Premises, and all Common Areas of the Property; provided, however, to the extent such maintenance,
repairs or replacements are required as a result of any act, neglect, fault or omission of Tenant
or any of Tenant’s Parties, Tenant shall pay to Landlord, as Additional Rent, the costs of such
maintenance, repairs and replacements.




1.20 Additional Hazardous Materials Requirements. In addition to Tenant’s obligations
under Article 10 of the Standard Lease Provisions, Tenant shall comply with the
following provisions with respect to Hazardous Materials (as that term is defined in Article
10):



a. Environmental Questionnaire; Disclosure. Prior to the execution of this Lease, Tenant
shall complete, execute and deliver to Landlord an Environmental Questionnaire and Disclosure
Statement (the “Environmental Questionnaire”) in the form of Exhibit G, and Tenant shall
certify to Landlord all information contained in the Environmental Questionnaire as true and
correct to the best of Tenant’s knowledge and belief. The completed Environmental Questionnaire
shall be deemed incorporated into this Lease for all purposes, and Landlord shall be entitled to
rely fully on the information contained therein. On each anniversary of the Commencement Date
(each such date is hereinafter referred to as a “Disclosure Date”), until and including the first
Disclosure Date occurring after the expiration or sooner termination of this Lease, Tenant shall
disclose to Landlord in writing the names and amounts of all Hazardous Materials, or any
combination thereof, that were stored, generated, used or disposed of on, under or about the
Premises for the twelve (12) month period prior to each Disclosure Date, and that Tenant intends to
store, generate, use or dispose of on, under or about the Premises through the next Disclosure
Date. At Landlord’s request, Tenant’s disclosure obligations under this Section 1.20 shall
include a requirement that Tenant update, execute and deliver to Landlord the Environmental
Questionnaire, as the same may be reasonably modified by Landlord from time to time; provided,
however, Tenant shall not be required to update the Environmental Questionnaire more than once per
year unless an environmental event of default has occurred or Tenant has materially changed its
business. In addition to the foregoing, Tenant shall promptly notify Landlord of, and shall
promptly provide Landlord with true, correct, complete and legible copies of, all of the following
environmental items relating to the Premises: reports filed pursuant to any self reporting
requirements; reports filed pursuant to any Environmental Laws or this Lease; all permit
applications, permits, monitoring reports, workplace exposure and community exposure warnings or
notices, and all other reports, disclosures, plans or documents (even those that may be
characterized as confidential) relating to water discharges, air pollution, waste generation or
disposal, underground storage tanks or Hazardous Materials; all orders, reports, notices, listings
and correspondence (even those that may be considered confidential) of or concerning the release,
investigation, compliance, clean up, remedial and corrective actions, and abatement of Hazardous
Materials whether or not required by Environmental Laws; and all complaints, pleadings and other
legal documents filed against Tenant related to Tenant’s use, handling, storage or disposal of
Hazardous Materials.



b. Inspection; Compliance. Except in cases of an emergency, on not less than five (5)
business day’s prior written notice, Landlord and Landlord Parties (as that term is defined in
Article 10) shall have the right, but not the obligation, to inspect, investigate, sample
and/or monitor the Premises, including any air, soil, water, groundwater or other sampling, and any
other testing, digging, drilling or analyses, at any time to determine whether Tenant is complying
with the terms of this Section 1.20 and Article 10, and in connection therewith,
Tenant shall provide Landlord with access to all relevant facilities, records and personnel. If
Tenant is not in compliance with any of the provisions of this Section 1.20 and Article
10, or in the event of a release of any Hazardous Materials on, under, from or about the
Premises, which failure (except in cases of an emergency) is not cured by Tenant within five (5)
business days after receipt of written notice, Landlord and Landlord Parties shall have the right,
but not the obligation, without limitation on any of Landlord’s other rights and remedies under
this Lease, to enter upon the Premises and to discharge Tenant’s obligations under this Section
1.20 and Article 10 at Tenant’s expense, including without limitation the taking of
emergency or long term remedial action. Landlord and Landlord Parties shall minimize interference
with Tenant’s business, but shall not be liable for any such interference. In addition, Landlord,
at Tenant’s sole cost and expense, shall have the right, but not the obligation, to join and
participate in any legal proceedings or actions initiated in connection with any claims or causes
of action arising out of the storage, generation, use or disposal by Tenant or Tenant’s Parties of
Hazardous Materials on, under, from or about the Premises. All sums reasonably disbursed,
deposited or incurred by Landlord in connection herewith, including, but not limited to, all costs,
expenses and reasonable and actual attorneys’ fees, shall be due and payable by Tenant to Landlord,
as an item of Additional Rent, within thirty (30) days after written demand by Landlord, together
with interest thereon at the Interest Rate from the date of such demand until paid by Tenant.
Landlord agrees that if any testing proves that the Tenant or Tenant’s Parties have no
responsibility for the presence of said Hazardous Materials, Tenant shall not be liable for any
costs or expenses in connection with such inspection, testing and monitoring.



c. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the
Premises caused or permitted by Tenant or Tenant’s Parties results in (i) injury to any person,
(ii) injury to or contamination of the Premises, or (iii) injury to or contamination of any real or
personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all
actions necessary to return the Premises to the condition existing prior to the introduction of
such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination.
Without limiting any other rights or remedies of Landlord under this Lease, Tenant shall pay the
cost of any cleanup work performed on, under or about the Premises as required by this Lease or any
Environmental Laws in connection with the removal, disposal, neutralization or other treatment of
such Hazardous Materials caused or permitted by Tenant or Tenant’s Parties. If Landlord has reason
to believe that Tenant or Tenant’s Parties may have caused or permitted the release of any
Hazardous Materials on, under, from or about the Premises, then Landlord may require Tenant, at
Tenant’s sole cost and expense, to conduct monitoring activities on or about the Premises
satisfactory to Landlord, in its sole and absolute judgment, concerning such release of Hazardous
Materials on, under, from or about the Premises. Notwithstanding anything to the contrary
contained in the foregoing, Tenant shall not, without Landlord’s prior written consent, take any
remedial action in response to the presence of any Hazardous Materials on, under or about the
Premises, or enter into any settlement agreement, consent decree or other compromise with any
governmental agency with respect to any Hazardous Materials claims; provided, however, Landlord’s
prior written consent shall not be necessary in the event that the presence of Hazardous Materials
on, under or about the Premises (i) poses an immediate threat to the health, safety or welfare of
any individual, or (ii) is of such a nature that an immediate remedial response is necessary and it
is not possible to obtain Landlord’s consent before taking such action. Tenant’s failure to timely
comply with this Section 1.20 shall constitute an event of default under this Lease.



d. Tenant’s Responsibility at Conclusion of Lease. Promptly upon the expiration or sooner
termination of this Lease, Tenant shall represent to Landlord in writing that (i) Tenant has made a
diligent effort to determine whether any Hazardous Materials are on, under or about the Premises,
as a result of any acts or omissions of Tenant or Tenant’s Parties and (ii) no such Hazardous
Materials exist on, under or about the Premises, other than as specifically identified to Landlord
by Tenant in writing. If Tenant discloses the existence of Hazardous Materials on, under or about
the Premises or if Landlord at any time discovers that Tenant or Tenant’s Parties caused or
permitted the release of any Hazardous Materials on, under, from or about the Premises, Tenant
shall, at Landlord’s request, promptly prepare and submit to Landlord within thirty (30) days after
such written request a comprehensive plan, subject to Landlord’s approval, specifying the actions
to be taken by Tenant to return the Premises to the condition existing prior to the introduction of
such Hazardous Materials. Upon Landlord’s approval of such clean up plan, Tenant shall, at
Tenant’s sole cost and expense, without limitation on any rights and remedies of Landlord under
this Lease or at law or in equity, promptly implement such plan and proceed to clean up such
Hazardous Materials in accordance with all Environmental Laws and as required by such plan and this
Lease.




1.21 Rooftop Equipment. Tenant shall have the exclusive right, at Tenant’s sole cost and
expense, to install satellite and communication equipment upon the roof of the Building and use
existing fiber optic and television cables presently located in the Building, if any, without
any representation or warranty by Landlord as to the condition of the same, an uninterruptible
power supply system and emergency stand-by battery system and/or natural gas powered generator
with all associated equipment, components, connections, wiring and batteries, and air handlers
for Tenant’s clean room(s) (collectively, the “Rooftop Equipment”) under the following
conditions: (i) all plans and specifications for the Rooftop Equipment, including but not
limited to, weight, configuration, location, means of installation, cabling and screening of the
Rooftop Equipment are subject to the prior reasonable approval of Landlord; (ii) Tenant shall
provide evidence to Landlord that Tenant has obtained all governmental approvals and permits
required for the installation and operation of the Rooftop Equipment; (iii) Tenant shall provide
evidence to Landlord of insurance coverage for the installation, location, repair, removal, and
operation of the Rooftop Equipment, with Landlord as an additional insured, all in form and
substance reasonably approved by Landlord and such insurance shall be maintained during the Term
of this Lease; (iv) Tenant shall indemnify, defend, and hold Landlord harmless from and against
any and all loss, liability, cost and expense incurred by Landlord as a result of the
installation, location, repair, removal, or operation of the Rooftop Equipment on the Building;
(v) Tenant shall be responsible for the installation, engineering, maintenance, repair and
removal of the Rooftop Equipment and appurtenant equipment in accordance with all federal, state
and local laws, and ordinances; (vi) no roof penetrations shall be made without obtaining
Landlord’s consent, which consent shall not be unreasonably withheld; (vii) Tenant shall be
responsible for any impairment of Landlord’s roof warranty as a result of installation of the
Rooftop Equipment; (viii) Tenant shall, at its own expense, promptly repair any damage or wear
to the roof resulting from the installation and use of the Rooftop Equipment and appurtenant
equipment; and (x) the operation of the Rooftop Equipment shall be for Tenant’s internal use
only. Landlord shall grant Tenant access to the roof for such installation, maintenance,
repair, and removal of the Rooftop Equipment. Upon the expiration of this Lease, Tenant shall
promptly remove the Rooftop Equipment and appurtenant equipment and repair any damage caused by
such removal.




1.22 Charging Station. Subject to plans and specifications approved in advance by
Landlord, including designation of the parking space to be used and paid for by Tenant in
connection therewith, Tenant shall have the right to install at its sole cost and expense an
electric vehicle charging station for use by Tenant’s employees. Tenant shall be solely
responsible for acquisition and installation of the charging station and all associated
infrastructure and shall arrange and pay for electricity and any metering to measure the
electricity utilized by the charging station. Tenant shall be responsible to obtain and
maintain all permits required for the installation, operation and maintenance of the charging
station in compliance with all applicable laws, rules and regulations. Prior to installation of
the charging station, Landlord and Tenant shall enter into a lease amendment in mutually
acceptable form to set forth the terms and conditions governing the charging station, including
without limitation the location of the charging station. At the expiration or earlier
termination of the Lease, Tenant shall upon Landlord’s request remove the charging station from
the Project (and shall repair any damage caused by such removal), but shall leave all associated
infrastructure in place.




1.23 Bicycles. Subject to and in accordance with the terms and conditions of the Lease
governing Alterations, including without limitation Landlord’s prior approval of Tenant’s plans,
Tenant shall have the right, at Tenant’s sole cost and expense, to install designated bicycle
parking and storage areas for the secure parking of bicycles in an area in reasonable proximity
to the entrance to the Building.




1.24 Tenant’s Termination Option. Tenant shall have the right to terminate this Lease (the
“Termination Option”) by delivering written notice to Landlord (the “Termination Notice”) on or
before December 31, 2015. As a condition to effectiveness of Tenant’s exercise of its
Termination Option, (i) Tenant shall pay to Landlord Five Hundred Thousand and 00/100
($500,000.00) plus any actual, out of pocket costs incurred by Landlord in connection with this
Lease including, without limitation, any costs relating to Landlord’s Work and the Tenant
Improvements, attorneys’ fees and broker commissions (all as documented by Landlord in writing
delivered to Tenant) (collectively, the “Termination Consideration”) concurrently with Tenant’s
delivery to Landlord of the Termination Notice, and (ii) Tenant shall remove any Tenant
Improvements installed by Tenant prior to the Termination date and restore the Premises to its
original condition as of the date of this Lease within ten (10) days following Tenant’s delivery
of the Termination Notice to Landlord. If Tenant properly and timely exercises its Termination
Option, properly and timely delivers the Termination Consideration to Landlord, and properly and
timely restores the Premises to its original condition as of the date of this Lease, then the
Lease will terminate effective as of the date Tenant timely completes all of the conditions of
this Section 1.24, and Landlord shall within ten (10) business days after Tenant’s timely
completion of the conditions of this Section 1.25 return the original Letter of Credit to Tenant
and refund Tenant’s initial payment of Monthly Base Rent and Additional Rent for the first month
of the Term.



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1






STANDARD LEASE PROVISIONS




ARTICLE 2  - LEASE





2.1 Lease Elements; Definitions; Exhibits. The Lease is comprised of the Lease Summary and
Property Specific Provisions (the “Summary”), these Standard Lease Provisions (“Standard Lease
Provisions”) and all exhibits, and riders attached hereto (collectively, “Exhibits”), all of
which are incorporated together as part of one and the same instrument. All references in any
such documents and instruments to “Lease” means the Summary, these Standard Lease Provisions and
all Exhibits attached hereto. All terms used in this Lease shall have the meanings ascribed to
such terms in the Summary, these Standard Lease Provisions and any Exhibits. To the extent of
any inconsistency between the terms and conditions of the Summary, these Standard Lease
Provisions, or any Exhibits attached hereto, the Summary and any Exhibits attached hereto shall
control over these Standard Lease Provisions.



ARTICLE 3  - PREMISES





3.1 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises, upon and subject to, the terms, covenants and conditions of this Lease.
Each party covenants and agrees, as a material part of the consideration for this Lease, to keep
and perform their respective obligations under this Lease.




3.2 Landlord’s Reserved Rights. Provided that Tenant’s access to or use of the Premises
and parking ratio is not materially and adversely affected, Landlord reserves the right from
time to time to do any of the following: (a) expand the Building and construct or alter other
buildings or improvements on the Premises as long as Tenant’s parking ratio is not substantially
and adversely impacted; (b) make any changes, additions, improvements, maintenance, repairs or
replacements in or to the Premises if required to do so by any applicable Laws or to the extent
necessary in conjunction with any improvements to the Premises, provided that Tenant’s use of
the Premises is not materially and adversely affected, and the fixtures and equipment thereof,
including, without limitation: (i) maintenance, replacement and relocation of pipes, ducts,
conduits, wires and meters and equipment above the ceiling surfaces, below the floor surfaces
and within the walls of the Building; and (ii) changes in the location, size, shape and number
of driveways, entrances, stairways, elevators, loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas and walkways, easements, parking spaces and parking areas
as long as Tenant’s parking ratio is not substantially and adversely impacted; (c) close
temporarily any of the Premises while engaged in making repairs, improvements or alterations to
the Premises; and (d) perform such other acts and make such other changes with respect to the
Premises, as Landlord may, in the exercise of good faith business judgment, deem to be
appropriate. If Landlord is required to reconfigure the Premises as a result of Landlord’s
exercise of its rights under this Section 3.2, Landlord shall provide Tenant with
reasonable advance written notice of the construction schedule to the extent that the Premises
are affected, and Landlord shall minimize, as reasonably practicable, the interference with
Tenant’s business as a result of any such construction. All measurements of rentable area in
this Lease shall be deemed to be correct[; provided, however, if the square footage of the
Building set forth in Section 1.4 is an estimate at the time of execution of this Lease, at
Landlord’s option, Landlord’s architect may later determine and redetermine the actual rentable
square footage of the Building, and thereupon Rent and other applicable terms of this Lease will
be adjusted accordingly. In exercising its rights under this Section 3.2, Landlord shall use
commercially reasonable efforts to minimize, and to cause Landlord’s Parties to minimize, any
disruption to Tenant’s use of the Premises.



ARTICLE 4  - TERM AND POSSESSION





4.1 Term; Notice of Lease Dates. The Term shall be for the period designated in the
Summary commencing on the Commencement Date and ending on the Expiration Date, unless the Term
is sooner terminated or extended as provided in this Lease. If the Commencement Date falls on
any day other than the first day of a calendar month then the Term will be measured from the
first day of the month following the month in which the Commencement Date occurs. Within ten
(10) business days after Landlord’s written request, Tenant shall execute a written confirmation
of the Commencement Date and Expiration Date of the Term in the form of the Notice of Lease Term
Dates attached hereto as Exhibit D. The Notice of Lease Term Dates shall be binding
upon Tenant unless Tenant reasonably objects thereto in writing within such ten (10) business
day period.




4.2 Possession. Landlord shall deliver possession of the Premises to Tenant upon the
mutual execution of this Lease, subject to the provisions of Section 4.3 below. Tenant
agrees that if Landlord is unable to deliver possession of the Premises to Tenant on or prior to
the delivery date set forth in the Work Letter, the Lease will not be void or voidable, nor will
Landlord be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the
foregoing, Landlord will not be obligated to deliver possession of the Premises to Tenant until
Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed
by Tenant; (ii) any Security Deposit, and/or Letter of Credit required hereunder and the first
installment of Monthly Base Rent and Additional Rent, if any, due under this Lease; and
(iii) copies of Tenant’s insurance certificates as required hereunder.




4.3 Condition of Premises. Landlord shall deliver the Premises to Tenant in broom-clean
condition and free of debris with the existing window coverings in place in their current,
“as-is” condition. Prior to the Commencement Date, and concurrently with Tenant’s completion of
the Tenant Improvements under the Work Letter, Landlord shall (complete work (“Landlord’s
Work”), at Landlord’s sole cost and expense, to make the existing “Operating Systems” (as
defined below) in the Premises free from latent and structural defects, in good and proper
working order and in full compliance with all laws, building codes and ordinances which govern
the use and occupancy of office/R&D buildings; provided, however, that Landlord shall have the
right to require that Tenant, at Landlord’s expense, complete certain portions of Landlord’s
Work relating to HVAC repair and replacement in order to ensure that the parties do not install
duplicative Building systems which do not fully address Tenant’s operational needs. Such work
will be performed in accordance with the terms and conditions of Section 7(a) of the
Work Letter. As used in this Lease, “Operating Systems” shall mean the existing Building
structural systems; roof system; plumbing systems (including all connections and distribution of
plumbing to internal appliances); window systems; restrooms; the base building HVAC mechanical
systems; the base building electrical systems; the fire and life safety systems; the floor and
ceiling free from latent and structural defects, in good and proper working order and in full
compliance with all laws, building codes and ordinances which govern the use and occupancy of
office/R&D buildings. Landlord shall have no obligation to perform any work on any portion of
the Tenant Improvements to be completed by Landlord under the Work Letter. If any of such
Operating Systems or elements should malfunction or fail within the warranty period below, as
Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole
obligation, promptly after receipt of written notice from Tenant setting forth with specificity
the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s
expense; provided, however, Landlord shall have no liability hereunder for repairs or
replacements necessitated by the acts or omissions of Tenant and/or any of Tenant’s Parties.
The warranty period shall be sixty (6) months after delivery of the Premises to Tenant,
including any early access period under the Work Letter. If Tenant does not give Landlord the
required notice within said warranty period, correction of any such non-compliance, malfunction
or failure shall be the obligation of Tenant at Tenant’s sole cost and expense. Tenant
acknowledges that, except as otherwise expressly set forth in this Lease and the Work Letter, if
any, neither Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises, the Building or the Property or their condition, or with respect to the
suitability thereof for the conduct of Tenant’s business, and Tenant shall accept the Premises
in its then as-is condition on delivery by Landlord. The warranties made by Landlord in this
Section 4.3 shall be of no force or effect if immediately prior to the Commencement Date
or Early Access Period, if applicable, Tenant was the owner or occupant of the Premises. In
such event, Tenant shall be responsible for any necessary corrective work. Pursuant to Section
1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this
Lease neither, the Premises nor the Building have undergone inspection by a Certified Access
Specialist. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises
Tenant that as of the date of this Lease neither the Premises, the Building nor the Property
have undergone inspection by a Certified Access Specialist.



ARTICLE 5  - RENT





5.1 Monthly Base Rent. Tenant agrees to pay Landlord, the Monthly Base Rent as designated
in the Summary. Monthly Base Rent and recurring monthly charges of Additional Rent (defined
below) shall be paid by Tenant in advance on the first day of each and every calendar month
(“Due Date”) during the Term, except that the first full month’s Monthly Base Rent and
Additional Rent, if any, shall be paid upon Tenant’s execution and delivery of this Lease to
Landlord. Monthly Base Rent for any partial month shall be prorated in the proportion that the
number of days this Lease is in effect during such month bears to the actual number of days in
such month. Tenant may pay all Monthly Base Rent and any other sums due under this Lease by ACH
or similar electronic transfer.




5.2 Additional Rent. All amounts and charges payable by Tenant under this Lease in
addition to Monthly Base Rent, if any, including, without limitation, payments for Operating
Expenses, Taxes, Insurance Costs and Premises Utilities Costs to the extent payable by Tenant
under this Lease shall be considered “Additional Rent”, and the word “Rent” in this Lease shall
include Monthly Base Rent and all such Additional Rent unless the context specifically states or
clearly implies that only Monthly Base Rent is referenced. Rent shall be paid to Landlord,
without any prior notice or demand therefor and without any notice, deduction or offset, except
as otherwise provided in this Lease, in lawful money of the United States of America and by ACH
or similar electronic transfer.




5.3 Late Charges & Interest Rate. If Landlord does not receive Rent or any other payment
due from Tenant on the Due Date, Tenant shall pay to Landlord a late charge equal to eight
percent (8%) of such past due Rent or other payment Tenant agrees that this late charge
represents a fair and reasonable estimate of the cost Landlord will incur by reason of Tenant’s
late payment. Accepting any late charge shall not constitute a waiver by Landlord of Tenant’s
default with respect to any overdue amount nor prevent Landlord from exercising any other rights
or remedies available to Landlord. If any installment of Monthly Base Rent or Additional Rent,
or any other amount payable by Tenant hereunder is not received by Landlord by the Due Date, it
shall bear interest at the Interest Rate set forth in the Summary from the Due Date until paid.
The foregoing notwithstanding, no late charge shall be imposed on the first late payment in
every twelve (12) consecutive month period. All interest, and any late charges imposed pursuant
to this Section 5.3, shall be considered Additional Rent due from Tenant to Landlord
under the terms of this Lease.



ARTICLE 6  - LETTER OF CREDIT





6.1 General Provisions. Concurrently with Tenant’s execution of this Lease, Tenant shall
deliver to Landlord, as additional collateral for the full performance by Tenant of all of its
obligations under this Lease and for all losses and damages Landlord may suffer as a result of
any default by Tenant under this Lease, including, but not limited to, any post lease
termination damages under section 1951.2 of the California Civil Code, a standby, unconditional,
irrevocable, transferable letter of credit (the “Letter of Credit”) in the form of
Exhibit H attached hereto and containing the terms required herein, in the face amount
of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (the “Letter of Credit
Amount”), naming Landlord as beneficiary, issued by a financial institution reasonably
acceptable to Landlord, permitting multiple and partial draws thereon, and otherwise in form
reasonably acceptable to Landlord. For the purposes of this Lease, Silicon Valley Bank is
approved by the Landlord. Tenant shall cause the Letter of Credit to be continuously maintained
in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount
through the date (the “Final LC Expiration Date”) that is one hundred twenty (120) days after
the scheduled expiration date of the Term or any Option Term of this Lease. If the Letter of
Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of
a stated expiration date or a notice of termination or non-renewal given by the issuing bank),
Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord
not later than thirty (30) days prior to the expiration date of the Letter of Credit then held
by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the
provisions of this Section 6.1, shall be irrevocable, transferable and shall remain in
effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms
as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its
sole discretion.




6.2 Drawings under Letter of Credit. Landlord shall have the immediate right to draw upon
the Letter of Credit, in whole or in part, at any time and from time to time: (i) If an event
of default occurs and is not cured within the applicable cure period provided for such default
in this Lease; or (ii) If the Letter of Credit held by Landlord expires (or is set to expire)
earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a
notice of termination or non-renewal given by the issuing bank), and Tenant fails to deliver to
Landlord, at least thirty (30) days prior to the expiration date of the Letter of Credit then
held by Landlord, a renewal or substitute Letter of Credit that is in effect and that complies
with the provisions of this Section 6.2. No condition or term of this Lease shall be
deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit
in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant hereby
acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the
ability of Landlord to draw upon the Letter of Credit upon the occurrence of any event of
default by Tenant under this Lease (which is not cured within the applicable cure period
provided for such default in this Lease) or upon the occurrence of any of the other events
described above in this Section 6.2.




6.3 Use of Proceeds by Landlord. The proceeds of the Letter of Credit shall constitute
Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s
bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant)
apply or offset the proceeds of the Letter of Credit: (i) against any rent payable by Tenant
under this Lease that is not paid when due; (ii) against all losses and damages that Landlord
has suffered as a result of any default by Tenant under this Lease, including any damages
arising under section 1951.2 of the California Civil Code following termination of the Lease;
(iii) against any costs reasonably incurred by Landlord in connection with this Lease (including
reasonable attorneys’ fees); and (iv) against any other amount that Landlord may spend or become
obligated to spend by reason of Tenant’s default. Provided Tenant has performed all of its
obligations under this Lease, Landlord agrees to pay to Tenant within thirty (30) days after the
Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord
and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a
voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any
of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated
to make such payment in the amount of the unused Letter of Credit proceeds until either all
preference issues relating to payments under this Lease have been resolved in such bankruptcy or
reorganization case or such bankruptcy or reorganization case has been dismissed, in each case
pursuant to a final court order not subject to appeal or any stay pending appeal.




6.4 Additional Covenants of Tenant. If, as result of any application or use by Landlord of
all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than
the Letter of Credit Amount, Tenant shall, within fifteen (15) business days thereafter, provide
Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a
replacement letter of credit in the total Letter of Credit Amount), and any such additional (or
replacement) letter of credit shall comply with all of the provisions of this Section
6.4, and if Tenant fails to comply with the foregoing, notwithstanding anything to the
contrary contained in this Lease, the same shall, at Landlord’s election, constitute a default
by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the
Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns
will be bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.




6.5 Transfer of Letter of Credit. Landlord may, at any time and without notice to Tenant
and without first obtaining Tenant’s consent thereto, transfer all or any portion of its
interest in and to the Letter of Credit to another party, person or entity, including Landlord’s
mortgagee and/or to have the Letter of Credit reissued in the name of Landlord’s mortgagee. If
Landlord transfers its interest in the Building and transfers the Letter of Credit (or any
proceeds thereof then held by Landlord) in whole or in part to the transferee, Landlord shall,
without any further agreement between the parties hereto, thereupon be released by Tenant from
all liability therefor. The provisions hereof shall apply to every transfer or assignment of
all or any part of the Letter of Credit to a new landlord. In connection with any such transfer
of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute
and submit to the issuer of the Letter of Credit such applications, documents and instruments as
may be necessary to effectuate such transfer. Tenant shall be responsible for paying the
issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit
and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall
reimburse Landlord for any such transfer or processing fees within ten days after Landlord’s
written request therefor.




6.6 Nature of Letter of Credit. Landlord and Tenant (i) acknowledge and agree that in no
event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor
or any proceeds thereof be deemed to be or treated as a “security deposit” under any Law
applicable to security deposits in the commercial context including Section 1950.7 of the
California Civil Code, as such section now exists or as may be hereafter amended or succeeded
(“Security Deposit Laws”), (ii) acknowledge and agree that the Letter of Credit (including any
renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a
security deposit, and the Security Deposit Laws shall have no applicability or relevancy
thereto, and (iii) waive any and all rights, duties and obligations either party may now or, in
the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby
waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of
Law, now or hereafter in effect, which (A) establish the time frame by which Landlord must
refund a security deposit under a lease, and/or (B) provide that Landlord may claim from the
Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent,
to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may,
in addition, claim those sums specified in this Section 6.6 and/or those sums reasonably
necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease
or the acts or omissions of Tenant, including any damages Landlord suffers following termination
of this Lease.



ARTICLE 7  - OPERATING EXPENSES/UTILITIES/SERVICES





7.1 Operating Expenses. Tenant shall pay for all of the costs of operation, maintenance,
repair and replacement of the Premises, Building and Property as provided in the Summary.




7.2 Utilities and Services. Utilities and services to the Premises and the Property are
described in the Summary.




7.3 Taxes. As used in this Lease, the term “Taxes” means: All real property taxes and
assessments, possessory interest taxes, sales taxes, personal property taxes, business or
license taxes or fees, gross receipts taxes, license or use fees, excises, transit charges, and
other impositions of any kind (including fees “in-lieu” or in substitution of any such tax or
assessment) which are now or hereafter assessed, levied, charged or imposed by any public
authority upon the Building, Site, Property and/or Premises or any portion thereof, its
operations or the Rent derived therefrom (or any portion or component thereof, or the ownership,
operation, or transfer thereof), and any and all costs and expenses (including, without
limitation, reasonable attorneys’ fees) incurred in attempting to protest, reduce or minimize
the same. Taxes shall not include inheritance or estate taxes imposed upon or assessed against
the interest of Landlord, gift taxes, excess profit taxes, franchise taxes, or similar taxes on
Landlord’s business or any other taxes computed upon the basis of the net income of Landlord.
If it shall not be lawful for Tenant to reimburse Landlord for any such Taxes, the Monthly Base
Rent payable to Landlord under this Lease shall be revised to net Landlord the same net rent
after imposition of any such Taxes by Landlord as would have been payable to Landlord prior to
the payment of any such Taxes. Tenant shall pay for or contribute to Taxes as provided in the
Summary. Notwithstanding anything herein to the contrary, Tenant shall be liable for all taxes
levied or assessed against personal property, furniture, fixtures, above-standard Tenant
Improvements and alterations, additions or improvements placed by or for Tenant in the Premises.
Furthermore, 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 provided
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 Property; 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.




7.4 Insurance Costs. As used in this Lease, “Insurance Costs” means the cost of insurance
obtained by Landlord pursuant to Article 15 (including self-insured amounts and deductibles, if
any). Tenant shall pay for or contribute to Insurance Costs as provided in the Summary.




7.5 Interruption of Utilities. Except as provided in this Section 7.6 below,
Landlord shall have no liability to Tenant for any interruption in utilities or services to be
provided to the Premises when such failure is caused by all or any of the following:
(a) accident, breakage or repairs; (b) strikes, lockouts or other labor disturbances or labor
disputes of any such character; (c) governmental regulation, moratorium or other governmental
action; (d) inability, despite the exercise of reasonable diligence, to obtain electricity,
water or fuel; (e) service interruptions or any other unavailability of utilities resulting from
causes beyond Landlord’s control including without limitation, any electrical power “brown-out”
or “black-out”; or (f) any other cause beyond Landlord’s reasonable control. In addition, in
the event of any such interruption in utilities or services, Tenant shall not be entitled to any
abatement or reduction of Rent (except as expressly provided in Section 7.6 below in
Articles 17 and 18 if such failure is a result of any casualty damage or taking
described therein), no eviction of Tenant shall result, and Tenant shall not be relieved from
the performance of any covenant or agreement in this Lease. In the event of any stoppage or
interruption of services or utilities which are not obtained directly by Tenant, Landlord shall
diligently attempt to resume such services or utilities as promptly as practicable. Tenant
hereby waives the provisions of any applicable existing or future Law, ordinance or governmental
regulation permitting the termination of this Lease due to an interruption, failure or inability
to provide any services (including, without limitation, to the extent the Premises are located
in California, the provisions of California Civil Code Section 1932(1)).




7.6 Abatement. The foregoing notwithstanding, if there is an interruption or
discontinuance in the furnishing by Landlord of any utilities or other mechanical services to
the Premises or the Building solely caused by the wrongful act or negligence of Landlord or its
employees, agents or contractors (and expressly excluding any service provider initiated
“brown-out,” “black-out,” or other interruption in service) which results in Tenant being unable
to conduct its business at the Premises, and Tenant’s business at the Premises is closed at the
Premises for a period in excess of three (3) substantially consecutive days, after written
notice to Landlord by Tenant, the Monthly Base Rent and all Additional Rent due pursuant this
Lease shall abate from the end of such period until the earlier of the date Tenant reopens at
the Premises or such time as the utility service or other services are restored so that Tenant
is again able to conduct its business at the Premises; provided, however, that if Landlord is
diligently pursuing the repair of such utilities or services and Landlord provides substitute
services reasonably suitable for Tenant’s purposes, such as for example, bringing in portable
air-conditioning equipment, then there shall not be any abatement of Rent. The provisions of
this Section 7.6 shall not apply in the event of a casualty governed by the provisions
of Article 17 below or in the event of a taking or condemnation governed by the provisions of
Article 18 below.



ARTICLE 8  - MAINTENANCE AND REPAIR





8.1 Landlord’s Repair Obligations. Except as otherwise expressly provided in this Lease,
Landlord shall have no obligation to alter, remodel, improve, repair, renovate, redecorate or
paint all or any part of the Premises. Except as otherwise stated in the Summary, Tenant waives
the right to make repairs at Landlord’s expense under any applicable Laws (including, without
limitation, to the extent the Premises are located in California, the provisions of California
Civil Code Sections 1941 and 1942 and any successor statutes or laws of a similar nature). All
other repair and maintenance of the Premises, Building and Property to be performed by Landlord,
if any, shall be as provided in the Summary.




8.2 Tenant’s Repair Obligations. Except for Landlord’s obligations specifically set forth
elsewhere in this Lease and in Section 8.1 above and in the Summary, Tenant shall at all
times and at Tenant’s sole cost and expense, keep, maintain, clean, repair, preserve and
replace, as necessary, the interior of the Premises and all parts thereof including, without
limitation, all Tenant Improvements, Alterations, and all furniture, fixtures and equipment,
including, without limitation, all computer, telephone and data cabling and equipment, Tenant’s
signs, if any, door locks, closing devices, security devices, interior of windows, window
sashes, casements and frames, floors and floor coverings, shelving, kitchen, restroom facilities
and/or appliances of any kind located within the Premises, if any, custom lighting, and any
additions and other property located within the Premises, so as to keep all of the foregoing
elements of the Premises in good condition and repair, reasonable wear and tear and casualty
damage excepted. Tenant shall replace, at its expense, any and all plate and other glass in and
about the Premises which is damaged or broken from any cause whatsoever except due to the
negligence or willful misconduct of Landlord, its contractors, agents or employees. Such
maintenance and repairs shall be performed with due diligence, lien-free and in a first-class
and workmanlike manner, by licensed contractor(s) that are selected by Tenant and approved by
Landlord, which approval Landlord shall not unreasonably withhold, condition or delay. All
other repair and maintenance of the Premises, Building and Property to be performed by Tenant,
if any, shall be as provided in the Summary. If Tenant refuses or neglects to repair and
maintain the Premises properly as required hereunder to the reasonable satisfaction of Landlord,
then at any time following fifteen (15) business days from the date on which Landlord makes a
written demand on Tenant to effect such repair and maintenance, Landlord may enter upon the
Premises and make such repairs and/or maintenance, and upon completion thereof, Tenant agrees to
pay to Landlord as Additional Rent, Landlord’s costs for making such repairs plus an amount not
to exceed five percent (5%) of such costs for overhead, within thirty (30) days after receipt
from Landlord of a written itemized bill therefor. Any amounts not reimbursed by Tenant within
such thirty (30) day period will bear interest at the Interest Rate until paid by Tenant.



ARTICLE 9  - USE




Tenant shall procure, at its sole cost and expense, any and all permits required by applicable
Law for Tenant’s use and occupancy of the Premises. Tenant shall use the Premises solely for the
Permitted Use specified in the Summary, and shall not use or permit the Premises to be used for any
other use or purpose whatsoever without Landlord’s prior written approval. Tenant shall observe
and comply with the Rules and Regulations attached hereto as Exhibit E, as the same may be
modified by Landlord from time to time, and all reasonable non-discriminatory modifications thereof
and additions thereto from time to time put into effect and furnished to Tenant by Landlord.
Landlord shall endeavor to enforce the Rules and Regulations, but shall have no liability to Tenant
for the violation or non-performance by any other tenant or occupant of any such Rules and
Regulations. Tenant shall, at its sole cost and expense, observe and comply with all Laws and all
requirements of any board of fire underwriters or similar body relating to the Premises now or
hereafter in force relating to or affecting the condition, use, occupancy, alteration or
improvement of the Premises (whether, except as otherwise provided herein, structural or
nonstructural, including unforeseen and/or extraordinary alterations and/or improvements to the
Premises and regardless of the period of time remaining in the Term). Tenant shall not use or
allow the Premises to be used for any improper, immoral, unlawful or reasonably objectionable
purpose. Tenant shall not do or permit to be done anything that will obstruct or interfere with
the rights of other tenants or occupants of the Building or the Property, if any, or injure or
annoy them. Tenant shall not cause, maintain or permit any nuisance in, on or about the Premises,
the Building or the Property, nor commit or suffer to be committed any waste in, on or about the
Premises. Without limiting the foregoing, Tenant is prohibited from engaging or permitting others
to engage in any activity which would be a violation of any state and/or federal laws relating to
the use, sale, possession, cultivation and/or distribution of any controlled substances (whether
for commercial or personal purposes) regulated under any applicable law or other applicable law
relating to the medicinal use and/or distribution of marijuana (otherwise known as the
Compassionate Use Act of 1996) (“Prohibited Drug Law Activities”).



ARTICLE 10  - HAZARDOUS MATERIALS




10.1 Definitions. As used in this Lease, the term “Environmental Law(s)” means any past,
present or future federal, state or local Law relating to (a) the environment, human health or
safety, including, without limitation, emissions, discharges, releases or threatened releases of
Hazardous Materials (as defined below) into the environment (including, without limitation, air,
surface water, groundwater or land), or (b) the manufacture, generation, refining, processing,
distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport,
or handling of Hazardous Materials. As used in this Lease, the term “Hazardous Materials” means
and includes any hazardous or toxic materials, substances or wastes as now or hereafter designated
or regulated under any Environmental Laws including, without limitation, asbestos, petroleum,
petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation,
polychlorinated biphenyls (“PCBs”), and freon and other chlorofluorocarbons. Except for ordinary
and general office supplies, such as copier toner, liquid paper, glue, ink and common household
cleaning materials, and motor vehicle fuel stored in fuel tanks of motor vehicles used on site in
compliance with all Environmental Laws (some or all of which may constitute Hazardous Materials).
Except as permitted pursuant to Section 1.20 of the Lease, Tenant agrees not to cause or permit
any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed
of on, in, under or about the Premises, the Building, the Common Areas or any other portion of the
Property by Tenant, its agents, officers, directors, shareholders, members, managers, partners,
employees, subtenants, assignees, licensees, contractors or invitees (collectively, “Tenant’s
Parties”), without the prior written consent of Landlord, which consent Landlord may withhold in
its reasonable discretion. Upon the expiration or earlier termination of this Lease, Tenant agrees
to promptly remove from the Premises, the Building and the Property, at its sole cost and expense,
any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials
which are installed, brought upon, stored, used, generated or released upon, in, under or about the
Premises, the Building and/or the Property or any portion thereof by Tenant or any of Tenant’s
Parties. To the fullest extent permitted by law, Tenant agrees to promptly indemnify, protect,
defend and hold harmless Landlord and Landlord’s members, shareholders, partners, officers,
directors, managers, employees, agents, contractors, successors and assigns (collectively,
“Landlord Parties”) from and against any and all claims, damages, judgments, suits, causes of
action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation,
clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, reasonable
attorneys’ fees, consultant fees and expert fees and court costs) which arise or result from the
presence of Hazardous Materials on, in, under or about the Premises, the Building or any other
portion of the Property and which are caused or permitted by Tenant or any of Tenant’s Parties.
The provisions of this Article 10 will survive the expiration or earlier termination of
this Lease. Tenant shall give Landlord written notice of any evidence of Mold, water leaks or
water infiltration in the Premises promptly upon discovery of same. At its expense, Tenant shall
investigate, clean up and remediate any Mold in the Premises. Investigation, clean up and
remediation may be performed only after Tenant has Landlord’s written approval of a plan for such
remediation. All clean up and remediation shall be done in compliance with all applicable Laws and
to the reasonable satisfaction of Landlord. As used in this Lease, “Mold” means mold, fungi,
spores, microbial matter, mycotoxins and microbiological organic compounds.



10.2 Landlord’s Representations. Landlord represents and warrants to Tenant that, to
Landlord’s actual knowledge: (i) Landlord has disclosed to Tenant any and all information Landlord
has regarding the condition of the Premises including, but not limited to, the presence and
location of asbestos, lead paint, petroleum hydrocarbon, PCB transformers or other Hazardous
Materials and underground storage tanks in, on or about the Premises, Building and Property; (ii)
there have been no notices, directives, violations, reports or actions by any legal, state or
federal department or agency concerning Environmental Laws relating to the Premises, Building and
Property and the Premises, Building and Property are in compliance with all federal, state and
local laws, including but not limited to, all Environmental Laws; (iii) any handling,
transportation, storage, treatment generation, processing, release or use of Hazardous Materials
that have occurred on the Premises, Building and Property prior to the Commencement Date have been
in compliance with all applicable Environmental Laws; (iv) no leak, spill, release, discharge,
emission or disposal of Hazardous Materials has occurred on the Premises, Building and Property
prior to the Commencement Date that requires remediation under applicable Environmental Laws; (v)
the soil, surface water, groundwater, air, soil vapor and any building materials on or under the
Premises, Building and Property do not contain Hazardous Materials at levels that require
remediation under applicable Environmental Laws as of the Commencement Date, and (vi) as of the
Commencement Date the Premises, Building and Property will not contain any PCBs at levels that
require remediation under applicable Environmental Laws.



10.3 Indemnity / Remediation. Landlord hereby agrees to defend, indemnify and save harmless
Tenant and its affiliates, subsidiaries, and their respective officers, directions, members,
managers, partners, shareholders, employees and agents from all claims, costs, damages, demands,
expenses, fines, judgments, corrective actions, remediation, liabilities and losses (including
reasonable attorneys’ fees, expert witness fees, consultant fees, and other costs of defense) which
arise during or after the Term from or in connection with: (a) breach of the Landlord’s
representations or obligations in Section 10.2 above; (b) the presence or suspected presence of
Hazardous Materials at, on, under or migrating to or from the Premises, Building or Property, if
and only to the extent such presence is caused by Landlord or Landlord’s Parties; and (c) the
presence or suspected presence of Hazardous Materials in the soil, surface water, groundwater, air,
soil vapor and any building materials at or migrating to or from the Premises or Property, if and
only to the extent such presence is caused by Landlord or Landlord’s Parties. Landlord further
agrees to cause all remediation, to the extent required by applicable governmental authority, of
the actual presence of Hazardous Materials at the Building or elsewhere within the Property, except
to the extent such Hazardous Materials are on the Property due to the acts or negligence of Tenant,
its employees, agents, or contractors. Landlord further agrees to respond to all governmental
inquires relating to the violation of Environmental Laws at the Property, except to the extent such
violations of Environmental Laws at the Property are due to the acts or negligence of Tenant, its
employees, agents, contractors. The terms of this Subsection shall survive the expiration or
termination of this Lease.



ARTICLE 11  - PARKING




During the Term, Tenant shall be entitled to utilize the number and type of parking spaces
specified in the Summary within the parking areas for the Property as designated by Landlord from
time to time. Provided that Tenant’s access to the parking spaces is not materially and adversely
affected, Landlord shall at all times have the right to establish and modify the nature and extent
of the parking areas for the Building and Property (including whether such areas shall be surface,
underground and/or other structures). In addition, if Tenant is not the sole occupant of the
Building, Landlord may, in its discretion, designate any unreserved parking spaces as reserved
parking. The terms and conditions for parking at the Property shall be as specified in the Summary
and in the Rules and Regulations regarding parking as contained in Exhibit E attached
hereto, as the same may be modified by Landlord from time to time. Tenant shall not use more
parking spaces than its allotment and shall not use any parking spaces specifically assigned by
Landlord to other tenants, if any, or for such other uses such as visitor, handicapped or other
special purpose parking. Tenant’s visitors shall be entitled to access to the parking areas on the
Property designated for visitor use, subject to availability of spaces and the terms of the
Summary.



ARTICLE 12  - TENANT SIGNS




Tenant shall have the right to install and maintain, at Tenant’s sole cost and expense, (i)
one (1) sign (restricted solely to Tenant’s name) on the exterior of the Building above the doorway
to the Premises or such other location as may be reasonably determined by Landlord, subject to the
provisions of this Article 12 and (ii) one (1) monument sign in front of the Building.
Landlord shall not materially affect the visibility of Tenant’s doorway sign when exercising its
rights under Section 3.2 above. Subsequent changes to Tenant’s sign and/or any additional signs,
to the extent permitted by Landlord herein, shall be made or installed at Tenant’s sole cost and
expense. All aspects of any such signs shall be subject to the prior written consent of Landlord
(which shall not be unreasonably withheld, conditioned or delayed), and shall be per Landlord’s
standard specifications and materials, as revised by Landlord from time to time. Tenant shall have
no right to install or maintain any other signs, banners, advertising, notices, displays, stickers,
decals or any other logo or identification of any person, product or service whatsoever, in any
location on or in the Property except as (i) shall have been expressly approved by Landlord in
writing prior to the installation thereof (which approval may be granted or withheld in Landlord’s
reasonable discretion), (ii) shall not violate any signage restrictions or exclusive sign rights
contained in any then existing leases with other tenants of the Property, if any, and (iii) are
consistent and compatible with all applicable Laws, and the design, signage and graphics program
from time to time implemented by Landlord with respect to the Property, if any. In the event that
Tenant installs any signs or signage material in violation of this Article, which is not cured
within ten (10) business days after receipt of written notice, Landlord shall have the right to
remove any signs or signage material installed without Landlord’s permission, without being liable
to Tenant by reason of such removal, and to charge the cost of removal to Tenant as Additional Rent
hereunder, payable within thirty (30) days after written demand by Landlord. Any additional sign
rights of Tenant, if any, shall be as provided in the Summary.



ARTICLE 13 - ALTERATIONS





13.1 Alterations. After installation of the initial Tenant Improvements for the Premises,
Tenant may, at its sole cost and expense, make alterations, additions, improvements and
decorations to the Premises (“Alteration(s)”) subject to and upon the following terms and
conditions:



a. Tenant shall not make any Alterations which: (i) affect any area outside the Premises
including the outside appearance, character or use of any portions of the Building or other
portions of the Property; (ii) affect the Building’s roof, roof membrane, any structural component
or any base Building equipment, services or systems (including fire and life/safety systems), or
the proper functioning thereof, or Landlord’s access thereto; (iii) in the reasonable opinion of
Landlord, lessen the value of the Building or the Property; (iv) will violate or require a change
in any occupancy certificate applicable to the Premises; or (v) would trigger a legal requirement
which would require Landlord to make any alteration or improvement to the Premises, Building or
other aspect of the Property.



b. Tenant shall not make any Alterations not prohibited by Section 13.1(a), unless
Tenant first obtains Landlord’s prior written consent, which consent Landlord shall not
unreasonably withhold, provided Landlord’s prior approval shall not be required for any Alterations
that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of
the following conditions (hereinafter a “Pre-Approved Alteration”): (i) the costs of such
Alterations do not exceed $50,000.00 per alteration; (ii) to the extent reasonably required by
Landlord or by law due to the nature of the work being performed, Tenant delivers to Landlord final
plans, specifications, working drawings, permits and approvals for such Alterations at least ten
(10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise
satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such
Alterations will not otherwise cause a default by Tenant under any provision of this Lease. Tenant
shall provide Landlord with ten (10) days’ prior written notice before commencing any Alterations.
In addition, before proceeding with any Alteration, Tenant’s contractors shall obtain, on behalf of
Tenant and at Tenant’s sole cost and expense, all necessary governmental permits and approvals for
the commencement and completion of such Alterations. Landlord’s approval of any plans,
contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s)
and/or subcontractor(s) from any liability with respect to such Alterations and will create no
liability or responsibility on Landlord’s part concerning the completeness of such Alterations or
their design sufficiency or compliance with Laws.



c. All Alterations shall be performed: (i) in accordance with the approved plans,
specifications and working drawings, if any; (ii) lien-free and in a first-class workmanlike
manner; (iii) in compliance with all Laws; (iv) in such a manner so as not to unreasonably
interfere with the occupancy of any other tenant, nor impose any additional expense upon nor delay
Landlord in the maintenance and operation of the Building; (v) by licensed and bondable contractors
and subcontractors selected by Tenant and reasonably approved by Landlord, and (v) at such times,
in such manner and subject to such rules and regulations as Landlord may from time to time
reasonably designate. Tenant shall pay to Landlord, within thirty (30) days after written demand,
the costs of any increased insurance premiums incurred by Landlord to include such Alterations in
the causes of loss – special form property insurance obtained by Landlord pursuant to this Lease,
if Landlord elects in writing to insure such Alterations; provided, however, Landlord shall not be
required to include the Alterations under such insurance. If the Alterations are not included in
Landlord’s insurance, Tenant shall insure the Alterations under its causes of loss-special form
property insurance pursuant to this Lease.



d. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s
engineers and other consultants for review of all plans, specifications and working drawings for
the Alterations, within thirty (30) days after Tenant’s receipt of invoices either from Landlord or
such consultants. In addition to such costs, Tenant shall pay to Landlord, within thirty (30) days
after completion of any Alterations, a construction supervision fee equal to three percent (3%) of
the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any
services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise
any of the Alterations to the extent such services are provided in excess of or after the normal
on-site hours of such engineers and management personnel.



e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its
contractors to obtain, workers compensation insurance and commercial general liability insurance in
compliance with the insurance provisions of this Lease.




13.2 Removal of Alterations. All Alterations and the initial Tenant Improvements in the
Premises (whether installed or paid for by Landlord or Tenant), shall become the property of
Landlord and shall remain upon and be surrendered with the Premises at the end of the Term;
provided, however, Landlord may, by written notice delivered to Tenant within thirty (30) days
after Landlord’s receipt of plans for any Alterations identify those Alterations which Landlord
shall require Tenant to remove at the end of the Term. If Landlord requires Tenant to remove
any such Alterations, Tenant shall, at its sole cost, remove the identified items on or before
the expiration or sooner termination of this Lease and repair any damage to the Premises caused
by such removal to its original condition.




13.3 Liens. Tenant shall not permit any mechanic’s, materialmen’s or other liens to be
filed against all or any part of the Property or the Premises, nor against Tenant’s leasehold
interest in the Premises, by reason of or in connection with any repairs, alterations,
improvements or other work contracted for or undertaken by Tenant or any of Tenant’s Parties.
If any such liens are filed, Tenant shall, at its sole cost, promptly cause such liens to be
released of record or bonded so that such lien(s) no longer affect(s) title to the Property, the
Building or the Premises. If Tenant fails to cause any such lien to be released or bonded
within twenty (20) days after filing thereof, Landlord may cause such lien to be released by any
means it shall deem proper, including payment in satisfaction of the claim giving rise to such
lien, and Tenant shall reimburse Landlord within thirty (30) days after receipt of invoice from
Landlord, any sum reasonably paid by Landlord to remove such liens, together with interest at
the Interest Rate from the date of such payment by Landlord.



ARTICLE 14  - TENANT’S INSURANCE 





14.1 Tenant’s Insurance. On or before the earlier of the Commencement Date or the date
Tenant commences or causes to be commenced any work of any type in the Premises, and continuing
during the entire Term, Tenant shall obtain and keep in full force and effect, the following
insurance with limits of coverage as set forth in Section 1.14 of the Summary:



a. Special Form (formerly known as “all risk”) insurance, including fire and extended
coverage, sprinkler leakage (including earthquake sprinkler leakage), vandalism, malicious mischief
upon property of every description and kind owned by Tenant and located in the Premises or the
Building, or for which Tenant is legally liable or installed by or on behalf of Tenant including,
without limitation, furniture, equipment and any other personal property, and any Alterations (but
excluding the initial Tenant Improvements previously existing or installed in the Premises), in an
amount not less than the full replacement cost thereof. .



b. Commercial general liability insurance coverage on an occurrence basis, including personal
injury, bodily injury (including wrongful death), broad form property damage, operations hazard,
owner’s protective coverage, contractual liability (including Tenant’s indemnification obligations
under this Lease), liquor liability (if Tenant serves alcohol on the Premises), products and
completed operations liability. The limits of liability of such commercial general liability
insurance may be increased every five (5) years during the Term upon not less than twelve (12)
months prior written notice by Landlord to an amount then-currently carried by other tenants of
similar size, in similar occupations and in buildings comparable to the Building.



c. Commercial Automobile Liability covering all owned, hired and non-owned automobiles.



d. Worker’s compensation, in statutory amounts and employers liability, covering all persons
employed in connection with any work done in, on or about the Premises for which claims for death,
bodily injury or illness could be asserted against Landlord, Tenant or the Premises.



e. Umbrella liability insurance on an occurrence basis, in excess of and following the form of
the underlying insurance described in Section 14.1.b. and 14.1.c. and the
employer’s liability coverage in Section 14.1.d. which is at least as broad as each and
every area of the underlying policies. Such umbrella liability insurance shall include pay on
behalf of wording, concurrency of effective dates with primary policies, blanket contractual
liability, application of primary policy aggregates, and shall provide that if the underlying
aggregate is exhausted, the excess coverage will drop down as primary insurance, subject to
customary commercially reasonable deductible amounts imposed on umbrella policies.



f. If Tenant’s business includes professional services, Tenant shall, at Tenant’s expense,
maintain in full force and effect professional liability (also known as errors and omissions
insurance), covering Tenant and Tenant’s employees from work related negligence and liability in
trade.



g. Loss of income, extra expense and business interruption insurance in such amounts as will
reimburse Tenant for 12 months of direct or indirect loss of earnings attributable to all perils
commonly insured against by prudent tenants or attributable to prevention of access to the
Premises, Tenant’s parking areas or to the Building as a result of such perils.




14.2 Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be
issued by insurers which are authorized to do business in the state in which the Building is
located and rated not less than Financial Size VII, and with a Financial Strength rating of A-in
the most recent version of Best’s Key Rating Guide (provided that, in any event, the same
insurance company shall provide the coverages described in Sections 14.1.a. and
14.1.g. above); (b) name Tenant as named insured thereunder and shall name Landlord and,
at Landlord’s request, such other persons or entities of which Tenant has been informed in
writing, as additional insureds thereunder, all as their respective interests may appear; (c)
not have a deductible amount exceeding Fifty Thousand Dollars ($50,000.00), which deductible
amount shall be deemed self-insured with full waiver of subrogation; (d) specifically provide
that the insurance afforded by such policy for the benefit of Landlord and any other additional
insureds shall be primary, and any insurance carried by Landlord or any other additional
insureds shall be excess and non-contributing, but only to the extent of liabilities falling
within Tenant’s indemnity obligations pursuant to the terms of this Lease; and(e) contain an
endorsement that the insurer waives its right to subrogation as to the property insurance; (f)
contain a cross liability or severability of interest endorsement Tenant agrees to deliver to
Landlord, as soon as practicable after the placing of the required insurance, but in no event
later than the date Tenant is required to obtain such insurance as set forth in Section
14.1 above, certificates from the insurance company evidencing the existence of such
insurance and Tenant’s compliance with the foregoing provisions of this Article 14.
Tenant shall cause replacement certificates to be delivered to Landlord as soon as practicable
after the expiration of any such policy or policies. If any such initial or replacement
certificates are not furnished within the time(s) specified herein, Landlord shall have the
right, but not the obligation, to procure such policies and certificates at Tenant’s expense.




14.3 Effect on Insurance. Tenant shall not do or permit to be done anything which will (a)
violate or invalidate any insurance policy or coverage maintained by Landlord or Tenant
hereunder, or (b) increase the costs of any insurance policy maintained by Landlord. If
Tenant’s occupancy or conduct of its business in or on the Premises results in any increase in
premiums for any insurance carried by Landlord with respect to the Building or the Property,
Tenant shall either discontinue the activities affecting the insurance or pay such increase as
Additional Rent within thirty (30) days after being billed therefor by Landlord. If any
insurance coverage carried by Landlord pursuant to this Lease or otherwise with respect to the
Building or the Property shall be cancelled or reduced (or cancellation or reduction thereof
shall be threatened) by reason of the use or occupancy of the Premises other than as allowed by
the Permitted Use by Tenant or by anyone permitted by Tenant to be upon the Premises, and if
Tenant fails to remedy such condition within ten (10) business days after written notice
thereof, Tenant shall be deemed to be in default under this Lease and Landlord shall have all
remedies provided in this Lease, at law or in equity, including, without limitation, the right
(but not the obligation) to enter upon the Premises and attempt to remedy such condition at
Tenant’s cost.



ARTICLE 15  - LANDLORD’S INSURANCE




During the Term, Landlord shall maintain property insurance written on a Special Form
(formerly known as “all risk”) basis covering the Property and the Building, including the initial
Tenant Improvements (excluding, however, Tenant’s furniture, equipment and other personal property
and Alterations, unless Landlord otherwise elects to insure the Alterations pursuant to Section
13.1 above) against damage by fire and standard extended coverage perils and with vandalism and
malicious mischief endorsements, rental loss coverage, at Landlord’s option, earthquake damage
coverage, and such additional coverage as Landlord deems appropriate. Such policies will insure
against all risks of direct physical loss or damage subject to customary exclusions and any
additional costs resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of any undamaged
sections of the Building or Property required to be demolished or removed by reason of the
enforcement of any building, zoning, safety or land use laws as the result of a covered cause of
loss. Landlord shall also carry commercial general liability in such reasonable amounts and with
such reasonable deductibles as would be carried by a prudent owner of a similar building in the
state in which the Building is located; but, in no event will the combined single limits be less
than $5,000,000.00. At Landlord’s option, all such insurance may be carried under any blanket or
umbrella policies that Landlord has in force for other buildings and projects. In addition, at
Landlord’s option, Landlord may elect to self-insure all or any part of such required insurance
coverage. Landlord may, but shall not be obligated to carry any other form or forms of insurance
as Landlord or the Mortgagees or ground lessors of Landlord may reasonably determine is advisable.
The cost of insurance obtained by Landlord pursuant to this Article 15 (including
self-insured amounts and deductibles) shall be included in Insurance Costs, except that any
increase in the premium for the property insurance attributable to the replacement cost of the
Tenant Improvements in excess of Building standard shall not be included as Insurance Costs, but
shall be paid by Tenant within thirty (30) days after invoice from Landlord.



ARTICLE 16  - INDEMNIFICATION AND EXCULPATION





16.1 Tenant’s Assumption of Risk and Waiver. Except to the extent such matter is not
covered by the insurance required to be maintained by Tenant under this Lease and/or except to
the extent such matter is attributable to the gross negligence or willful misconduct of Landlord
or Landlord’s agents, contractors or employees, Landlord shall not be liable to Tenant, or any
of Tenant’s Parties for: (i) any damage to property of Tenant, or of others, located in, on or
about the Premises, (ii) the loss of or damage to any property of Tenant or of others by theft
or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion,
falling ceiling tiles masonry, steam, gas, electricity, water, rain or leaks from any part of
the Premises or from the pipes, appliance of plumbing works or from the roof, street or
subsurface or from any other places or by dampness or by any other cause of whatsoever nature,
(iv) any such damage caused by other tenants or persons in the Premises, occupants of any other
portions of the Property, or the public, or caused by operations in construction of any private,
public or quasi-public work, or (v) except as provided in Section 7.6 above, any interruption of
utilities and services. Landlord shall in no event be liable to Tenant or any other person for
any consequential damages, special or punitive damages, or for loss of business, revenue, income
or profits and Tenant hereby waives any and all claims for any such damages. Notwithstanding
anything to the contrary contained in this Section 16.1, all property of Tenant and
Tenant’s Parties kept or stored on the Premises, whether leased or owned by any such parties,
shall be so kept or stored at the sole risk of Tenant and Tenant shall hold Landlord harmless
from any claims arising out of damage to the same, including subrogation claims by Tenant’s
insurance carriers. Landlord or its agents shall not be liable for interference with light or
other intangible rights.




16.2 Tenant’s Indemnification. Tenant shall be liable for, and shall indemnify, defend,
protect and hold Landlord and the Landlord Parties harmless from and against, any and all
claims, damages, judgments, suits, causes of action, losses, liabilities and expenses,
including, without limitation, reasonable attorneys’ fees and court costs (collectively,
“Indemnified Claims”), arising or resulting from (a) any occurrence in the Premises following
the date Landlord delivers possession of all or any portion of the Premises to Tenant, except to
the extent caused by the gross negligence or willful misconduct of Landlord or Landlord’s
agents, contractors or employees, (b) any act or omission of Tenant or any of Tenant’s Parties;
(c) the use of the Premises, the Building and the Property and conduct of Tenant’s business by
Tenant or any of Tenant’s Parties, or any other activity, work or thing done, permitted or
suffered by Tenant or any of Tenant’s Parties, in or about the Premises, the Building or
elsewhere on the Property; and/or (d) any default by Tenant as to any obligations on Tenant’s
part to be performed under the terms of this Lease or the terms of any contract or agreement to
which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The
foregoing indemnification shall include, but not be limited to, any injury to, or death of, any
person, or any loss of, or damage to, any property on the Premises, or connected with the use,
condition or occupancy thereof, whether or not Landlord or any Landlord Parties has or should
have knowledge or notice of the defect or conditions causing or contributing to such injury,
death, loss or damage. In case any action or proceeding is brought against Landlord or any
Landlord Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord,
shall defend the same at Tenant’s expense by counsel reasonably approved in writing by Landlord,
which approval shall not be unreasonably withheld, conditioned or delayed. Tenant’s
indemnification obligations under this Section 16.2 and elsewhere in this Lease shall
survive the expiration or earlier termination of this Lease. Tenant’s covenants, agreements and
indemnification in Section 16.1 and this Section 16.2 are not intended to and
shall not relieve any insurance carrier of its obligations under policies required to be carried
by Tenant pursuant to the provisions of this Lease.



ARTICLE 17 - CASUALTY DAMAGE/DESTRUCTION





17.1 Landlord’s Rights and Obligations. If the Premises or the Building is damaged by fire
or other casualty not caused by the negligence or willful misconduct of Tenant (“Casualty”) to
an extent not exceeding thirty three percent (33%) of the full replacement cost thereof, and
Landlord’s contractor estimates in writing delivered to the parties that the damage thereto is
such that the Building and/or Premises may be repaired, reconstructed or restored to
substantially its condition immediately prior to such damage within one hundred twenty (120)
days from the date of such Casualty, and Landlord will receive insurance proceeds sufficient to
cover the costs of such repairs, reconstruction and restoration (including proceeds from Tenant
and/or Tenant’s insurance which Tenant is required to deliver to Landlord pursuant to this
Lease), then Landlord shall commence and proceed diligently with the work of repair,
reconstruction and restoration and this Lease shall continue in full force and effect. If,
however, the Premises or the Building is damaged to an extent exceeding thirty three percent
(33%) of the full replacement cost thereof, or Landlord’s contractor estimates that such work of
repair, reconstruction and restoration will require longer than one hundred twenty (120) days to
complete from the date of Casualty, or Landlord will not receive insurance proceeds (and/or
proceeds from Tenant, as applicable) sufficient to cover the costs of such repairs,
reconstruction and restoration, then Landlord may elect to either: (a) repair, reconstruct and
restore the portion of the Premises or Building damaged by such Casualty (including the Tenant
Improvements, the Alterations that Landlord elects to insure pursuant to Section 13.1
and, to the extent of insurance proceeds received from Tenant, the Alterations that Tenant is
required to insure pursuant to Section 13.1), in which case this Lease shall continue in
full force and effect; or (b) terminate this Lease effective as of the date which is thirty (30)
days after Tenant’s receipt of Landlord’s election to so terminate. Under any of the conditions
of this Section 17.1, Landlord shall give written notice to Tenant of its intention to
repair or terminate within sixty (60) days after the occurrence of such Casualty.




17.2 Tenant’s Costs and Insurance Proceeds. In the event of any damage or destruction of
all or any part of the Premises, Tenant shall promptly: (a) notify Landlord thereof; and
(b) deliver to Landlord all insurance proceeds received by Tenant with respect to the Tenant
Improvements and Alterations (to the extent such items are not covered by Landlord’s casualty
insurance obtained by Landlord pursuant to this Lease) and with respect to Alterations in the
Premises that Tenant is required to insure pursuant to Section 13.1, excluding proceeds
for Tenant’s furniture and other personal property, whether or not this Lease is terminated as
permitted in Section 17.1, and Tenant hereby assigns to Landlord all rights to receive
such insurance proceeds. If, for any reason (including Tenant’s failure to obtain insurance for
the full replacement cost of any Alterations which Tenant is required to insure pursuant to
Section 13.1 hereof), Tenant fails to receive insurance proceeds covering the full
replacement cost of such Alterations which are damaged, Tenant shall be deemed to have
self-insured the replacement cost of such Alterations, and upon any damage or destruction
thereto, Tenant shall promptly pay to Landlord the full replacement cost of such items, less
any insurance proceeds actually received by Landlord from Landlord’s or Tenant’s insurance with
respect to such items.




17.3 Abatement of Rent. If as a result of any such damage, repair, reconstruction and/or
restoration of the Premises or the Building, Tenant is prevented from using, and does not use,
the Premises or any portion thereof, then Rent shall be abated or reduced, as the case may be,
during the period that Tenant continues to be so prevented from using and does not use the
Premises or portion thereof, in the proportion that the rentable square feet of the portion of
the Premises that Tenant is prevented from using, and does not use, bears to the total rentable
square feet of the Premises. Notwithstanding the foregoing to the contrary, if the damage is
due to the gross negligence or willful misconduct of Tenant or any of Tenant’s Parties, there
shall be no abatement of Rent. Except for abatement of Rent as provided hereinabove, Tenant
shall not be entitled to any compensation or damages for loss of, or interference with, Tenant’s
business or use or access of all or any part of the Premises resulting from any such damage,
repair, reconstruction or restoration.




17.4 Inability to Complete. Notwithstanding anything to the contrary contained in this
Article 17, if Landlord is obligated or elects to repair, reconstruct and/or restore the
damaged portion of the Building or Premises pursuant to Section 17.1 above, but is
delayed from completing such repair, reconstruction and/or restoration beyond the date which is
six (6) months after the date estimated by Landlord’s contractor for completion thereof pursuant
to Section 17.1, by reason of any causes beyond the reasonable control of Landlord
(including, without limitation, delays due to Force Majeure, and delays caused by Tenant or any
of Tenant’s Parties), then either party may elect to terminate this Lease upon thirty (30) days’
prior written notice to the other party; provided, however, if Tenant elects to terminate the
Lease, and Landlord completes such repair, reconstruction and/or restoration prior to the
expiration of such thirty (30) day notice period, then the Lease shall not terminate, and
Tenant’s election to terminate the Lease in accordance with this sentence shall be null, void,
and of no further force and effect.




17.5 Damage to the Property. If there is a total destruction of the improvements on the
Property or partial destruction of such improvements, the cost of restoration of which would
exceed fifty percent (50%)of the then replacement value of all improvements on the Property, by
any cause whatsoever, whether or not insured against and whether or not the Premises are
partially or totally destroyed, Landlord may within a period of one hundred eighty (180) days
after the occurrence of such destruction, notify Tenant in writing that it elects not to so
reconstruct or restore such improvements, in which event this Lease shall cease and terminate as
of the date of such destruction.




17.6 Damage Near End of Term. In addition to its termination rights in Sections 17.1,
17.4 and 17.5 above, Landlord shall have the right to terminate this Lease if any
damage to the Building or Premises occurs during the last twelve (12) months of the Term and
Landlord’s contractor estimates in writing delivered to the parties that the repair,
reconstruction or restoration of such damage cannot be completed within the earlier of (a) the
scheduled expiration date of the Term, or (b) sixty (60) days after the date of such Casualty.




17.7 Tenant’s Termination Right. Intentionally omitted.




17.8 Waiver of Termination Right. This Lease sets forth the terms and conditions upon
which this Lease may terminate in the event of any damage or destruction. Accordingly, except
as expressly provided herein, Tenant hereby waives any and all provisions of applicable Law that
provide alternative rights for the parties in the event of damage or destruction (including,
without limitation, to the extent the Premises are located in California, the provisions of
California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 and any
successor statute or laws of a similar nature).



ARTICLE 18  - CONDEMNATION





18.1 Substantial or Partial Taking. Subject to the provisions of Section 18.3
below, either party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under law, by eminent domain or private purchase in
lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there
is a Taking of any portion of the Building or the Property which would have a material adverse
effect on Landlord’s ability to profitably operate the remainder of the Building and/or the
Property. The terminating party shall provide written notice of termination to the other party
within thirty (30) days after it first receives notice of the Taking. The termination shall be
effective as of the effective date of any order granting possession to, or vesting legal title
in, the condemning authority. If this Lease is not terminated, Base Rent and all other elements
of this Lease which are dependent upon the area of the Premises, the Building or the Property
shall be appropriately adjusted to account for any reduction in the square footage of the
Premises, Building or Property, as applicable. All compensation awarded for a Taking shall be
the property of Landlord. The right to receive compensation or proceeds are expressly waived by
Tenant, however, Tenant may file a separate claim for Tenant’s furniture, fixtures, equipment
and other personal property, loss of goodwill and Tenant’s reasonable relocation expenses,
provided the filing of the claim does not diminish the amount of Landlord’s award.




18.2 Condemnation Award. Subject to the provisions of Section 18.3 below, in
connection with any Taking of the Premises or the Building, Landlord shall be entitled to
receive the entire amount of any award which may be made or given in such taking or
condemnation, without deduction or apportionment for any estate or interest of Tenant, it being
expressly understood and agreed by Tenant that no portion of any such award shall be allowed or
paid to Tenant for any so-called bonus or excess value of this Lease, and such bonus or excess
value shall be the sole property of Landlord. Tenant shall not assert any claim against
Landlord or the taking authority for any compensation because of such taking (including any
claim for bonus or excess value of this Lease); provided, however, if any portion of the
Premises is taken, Tenant shall be granted the right to recover from the condemning authority
(but not from Landlord) any compensation as may be separately awarded or recoverable by Tenant
for the taking of Tenant’s furniture, fixtures, equipment and other personal property within the
Premises, for Tenant’s relocation expenses, and for any loss of goodwill or other damage to
Tenant’s business by reason of such taking.




18.3 Temporary Taking. In the event of a Taking of the Premises or any part thereof for
temporary use, (a) this Lease shall be and remain unaffected thereby and Rent shall not abate,
and (b) Tenant shall be entitled to receive for itself such portion or portions of any award
made for such use with respect to the period of the taking which is within the Term, provided
that if such taking shall remain in force at the expiration or earlier termination of this
Lease, Tenant shall perform its obligations with respect to surrender of the Premises and shall
pay to Landlord the portion of any award which is attributable to any period of time beyond the
Term expiration date. For purpose of this Section 18.3, a temporary taking shall be
defined as a taking for a period of two hundred seventy (270) days or less.




18.4 Waiver. Tenant hereby waives any rights it may have pursuant to any applicable Laws
(including, without limitation, to the extent the Premises are located in California, any rights
Tenant might otherwise have pursuant to Section 1265.130 of the California Code of Civil
Procedure) and agrees that the provisions hereof shall govern the parties’ rights in the event
of any Taking.



ARTICLE 19  - WAIVER OF CLAIMS; WAIVER OF SUBROGATION





19.1 Waiver. Landlord and Tenant each hereby waives its rights against the other for any
claims or damages or losses, including any deductibles and self-insured amounts, which are
caused by or result from (a) any occurrence insured under any property insurance policy carried
by Landlord or Tenant, as applicable, or (b) any occurrence which would have been covered under
any property insurance required to be obtained and maintained by Landlord or Tenant, as
applicable, under this Lease had such insurance been obtained and maintained as required. The
foregoing waiver shall be in addition to, and not a limitation of, any other waivers or releases
contained in this Lease.




19.2 Waiver of Insurers. Landlord and Tenant shall cause each property insurance policy it
carries to provide that the insurer waives all rights of recovery by way of subrogation against
Landlord or Tenant, as applicable, in connection with any claims, losses and damages covered by
such policy. If Landlord or Tenant, as applicable, fails to maintain insurance for an insurable
loss, such loss shall be deemed to be self-insured with a deemed full waiver of subrogation as
set forth in the immediately preceding sentence.



ARTICLE 20 - ASSIGNMENT AND SUBLETTING





20.1 Restriction on Transfer. Except with respect to a Permitted Transfer pursuant to
Section 20.6 below, Tenant shall not, without the prior written consent of Landlord,
which consent Landlord will not unreasonably withhold, assign this Lease or any interest herein
or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by
any party other than Tenant (any such assignment, encumbrance, sublease, license or the like
being sometimes referred to as a “Transfer”). In no event may Tenant encumber or hypothecate
this Lease or the Premises. This prohibition against Transfers shall be construed to include a
prohibition against any assignment or subletting by operation of law. Any Transfer without
Landlord’s consent (except for a Permitted Transfer pursuant to Section 20.6 below)
shall constitute a default by Tenant under this Lease, and in addition to all of Landlord’s
other remedies at law, in equity or under this Lease, such Transfer shall be voidable at
Landlord’s election. For purposes of this Article 20, other than with respect to a
Permitted Transfer under Section 20.6 and transfers of stock of Tenant if Tenant is a
publicly-held corporation and such stock is transferred publicly over a recognized security
exchange or over-the-counter market, if Tenant is a corporation, partnership or other entity,
any transfer, assignment, encumbrance or hypothecation of twenty-five percent (25%) or more
(individually or in the aggregate) of any stock or other ownership interest in such entity,
and/or any transfer, assignment, hypothecation or encumbrance of any controlling ownership or
voting interest in such entity, shall be deemed an assignment of this Lease and shall be subject
to all of the restrictions and provisions contained in this Article 20.




20.2 Landlord’s Options. If Tenant desires to effect a Transfer, then at least thirty (30)
days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”),
Tenant shall deliver to Landlord written notice (“Transfer Notice”) setting forth the terms and
conditions of the proposed Transfer and the identity of the proposed assignee, sublessee or
other transferee (sometimes referred to hereinafter as a “Transferee”). Tenant shall also
deliver to Landlord with the Transfer Notice, a current financial statement and such evidence of
financial responsibility and standing as Landlord may reasonably require of the Transferee which
have been certified or audited by a reputable independent accounting firm reasonably acceptable
to Landlord, and such other information concerning the business background and financial
condition of the proposed Transferee as Landlord may reasonably request. Except with respect to
a Permitted Transfer, within ten (10) business days after Landlord’s receipt of any Transfer
Notice, and any additional information requested by Landlord pursuant to this Section
20.2, Landlord will notify Tenant of its election to do one of the following: (a) consent
to the proposed Transfer subject to such reasonable conditions as Landlord may impose in
providing such consent; (b) refuse such consent, which refusal shall be on reasonable grounds;
or (c) terminate this Lease as to all or such portion of the Premises which is proposed to be
sublet or assigned and recapture all or such portion of the Premises for reletting by Landlord,
which termination shall be effective as of the proposed Transfer Date. If Landlord exercises
its option to terminate this Lease with respect to only a portion of the Premises following
Tenant’s request for Landlord’s approval of the proposed sublease of such space, Landlord shall
be responsible for the construction of any demising wall which Landlord reasonably deems
necessary to separate such space from the remainder of the Premises.




20.3 Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer
will be the delivery to Landlord of a true copy of the fully executed instrument of assignment,
sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord,
an original of Landlord’s standard consent form executed by both Tenant and the proposed
Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each
guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent
within thirty (30) days after receipt thereof, without affecting or reducing any other
obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration
received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total
Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations
allocable to any portion of the Premises subleased) for the applicable period, (ii) any
reasonable brokerage commissions and attorneys’ fees actually paid by Tenant in connection with
such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be
amortized on a straight-line basis over the term of such assignment or sublease; (iii) the
direct, out-of-pocket expenses and costs for necessary Alterations; and (iv) free rent and other
inducements. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer
(whether or not such Transfer is consummated), then, upon demand, and as a condition precedent
to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay
Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s
reasonable attorneys’ and paralegal fees and other costs incurred by Landlord in reviewing such
proposed assignment or sublease (whether attributable to Landlord’s in-house attorneys or
paralegals or otherwise) not to exceed $2,000.00. Acceptance of the Five Hundred Dollar
($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees
shall in no event obligate Landlord to consent to any proposed Transfer.




20.4 Reasonable Disapproval. Without limiting in any way Landlord’s right to withhold its
consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in
refusing to consent to a Transfer if, in Landlord’s reasonable opinion: (a) the proposed
Transfer would result in more than three (3) subleases of portions of the Premises being in
effect at any one time during the Term; (b) the net worth or financial capabilities of a
proposed assignee not sufficient to fulfill the obligations imposed by the Transfer; (c) the
proposed Transferee is an existing tenant of the Building or Property or is negotiating with
Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Building
or the Property; (d) the proposed Transferee is a governmental entity; (e) the portion of the
Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and
egress; (f) the proposed Transfer involves a change of use of the Premises or would violate any
exclusive use covenant to which Landlord is bound; (g) the Transfer would likely result in
significant increase in the use of the parking areas by the Transferee’s employees or visitors,
and/or significantly increase the demand upon utilities and services to be provided by Landlord
to the Premises; or (h) the Transferee is not consistent with Landlord’s desired tenant mix for
the Building.




20.5 No Release. No Transfer, occupancy or collection of rent from any proposed Transferee
shall be deemed a waiver on the part of Landlord, or the acceptance of the Transferee as Tenant
and no Transfer shall release Tenant of Tenant’s obligations under this Lease or alter the
primary liability of Tenant to pay Rent and to perform all other obligations to be performed by
Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a
monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if
Landlord gives said sublessee written notice that Tenant is in default under this Lease, said
sublessee will thereafter make all payments due under the sublease directly to or as directed by
Landlord, which payments will be credited against any payments due under this Lease. Tenant
hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable
under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a
license to collect all such rents and other sums so long as Tenant is not in default under this
Lease after receipt of written notice and the expiration of any applicable cure period. Consent
by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the
event of default by any Transferee of Tenant or any successor of Tenant in the performance of
any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of
exhausting remedies against such Transferee or successor. To the extent the Premises are
located in California, Tenant hereby waives (for itself and all persons claiming under Tenant)
the provisions of Civil Code Section 1995.310.




20.6 Permitted Transfers. Notwithstanding the provisions of Sections 20.1 through
20.5, above to the contrary, provided that Tenant is not then in default after receipt of
written notice and the expiration of any applicable cure period, Tenant may assign this Lease or
sublet the Premises or any portion thereof (herein, a “Permitted Transfer”), without Landlord’s
consent to any entity that controls, is controlled by or is under common control with Tenant, or
to any entity resulting from a merger or consolidation with Tenant, or to any person or entity
which acquires all the assets of Tenant’s business as a going concern (each, a “Permitted
Transferee”), provided that: (a) at least thirty (30) days prior to such assignment or sublease,
Tenant delivers to Landlord a reasonably detailed description of the proposed Transfer and the
financial statements and other financial and background information of the assignee or sublessee
described in Section 20.2 above (unless contractual confidentiality or any laws related
to the transaction preclude such notice in which case Tenant shall provide notice as soon as
reasonably possible under the circumstances); (b) in the case of an assignment, the assignee
assumes, in full, the obligations of Tenant under this Lease (or in the case of a sublease, the
sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with
respect to such portion) pursuant to an assignment and assumption agreement (or a sublease, as
applicable) reasonably acceptable to Landlord, a fully executed copy of which is delivered to
Landlord within thirty (30) days following the effective date of such assignment or subletting;
(c) the tangible net worth of the assignee or sublessee is sufficient to fulfill its obligations
under the Lease (e) Tenant remains fully liable under this Lease; (f) the use of the Premises is
pursuant to Section 1.10 of this Lease; and (g) such transaction is not entered into as
a subterfuge to avoid the restrictions and provisions of this Article 20 and will not
violate any exclusive use covenant to which Landlord is bound.



ARTICLE 21  - SURRENDER AND HOLDING OVER





21.1 Surrender of Premises. Upon the expiration or sooner termination of this Lease,
Tenant shall surrender all keys for the Premises and exclusive possession of the Premises to
Landlord broom clean and in good condition and repair, reasonable wear and tear excepted (and
casualty damage excepted), with all of Tenant’s personal property, electronic, fiber, phone and
data cabling and related equipment that is installed by or for the exclusive benefit of Tenant
(to be removed in accordance with the National Electric Code and other applicable Laws) and
those items, if any, of Alterations identified by Landlord pursuant to Section 13.2,
removed therefrom and all damage caused by such removal repaired. If Tenant fails to remove by
the expiration or sooner termination of this Lease all of its personal property and Alterations
identified by Landlord for removal pursuant to Section 13.2, Landlord may, (without
liability to Tenant for loss thereof), at Tenant’s sole cost and in addition to Landlord’s other
rights and remedies under this Lease, at law or in equity: (a) remove and store such items in
accordance with applicable Law; and/or (b) upon ten (10) business days’ prior notice to Tenant,
sell all or any such items at private or public sale for such price as Landlord may obtain as
permitted under applicable Law. Landlord shall apply the proceeds of any such sale to any
amounts due to Landlord under this Lease from Tenant (including Landlord’s attorneys’ fees and
other costs incurred in the removal, storage and/or sale of such items), with any remainder to
be paid to Tenant.




21.2 Holding Over. Tenant will not be permitted to hold over possession of the Premises
after the expiration or earlier termination of the Term without the express written consent of
Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant
holds over after the expiration or earlier termination of the Term with or without the express
written consent of Landlord, then, in addition to all other remedies available to Landlord,
Tenant shall become a tenant at sufferance only, upon the terms and conditions set forth in this
Lease so far as applicable (including Tenant’s obligation to pay all Additional Rent under this
Lease), but at a Monthly Base Rent equal to one hundred fifty percent (150%) of the Monthly Base
Rent applicable to the Premises immediately prior to the date of such expiration or earlier
termination. Any such holdover Rent shall be paid on a per month basis without reduction for
partial months during the holdover. Acceptance by Landlord of Rent after such expiration or
earlier termination shall not constitute consent to a hold over hereunder or result in an
extension of this Lease. This Section 21.2 shall not be construed to create any express
or implied right to holdover beyond the expiration of the Term or any extension thereof.
Tenant, shall indemnify, defend and hold Landlord and the Landlord Parties harmless from and
against all liabilities, damages, losses, claims, suits, costs and expenses (including
reasonable attorneys’ fees and costs) arising from or relating to any holdover tenancy if Tenant
holds over for more than thirty (30) days after the expiration or earlier termination of this
Lease. Such indemnity will include without limitation, any claim for damages made by a
succeeding tenant. Tenant’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Lease. The foregoing provisions of this Section 21.2 are in
addition to, and do not affect, Landlord’s right of re-entry or any other rights of Landlord
hereunder or otherwise at law or in equity.



ARTICLE 22  - DEFAULTS





22.1 Tenant’s Default. The occurrence of any one or more of the following events shall
constitute a “Default” under this Lease by Tenant:



a. the abandonment of the Premises by Tenant. “Abandonment” is herein defined to include, but
is not limited to, any absence by Tenant from the Premises for thirty (30) days or longer while in
default of any other provision of this Lease;



b. the failure by Tenant to make any payment of Rent, Additional Rent or any other payment
required to be made by Tenant hereunder, where such failure continues for three (3) business days
after written notice thereof from Landlord that such payment was not received when due;;



c. the failure by Tenant to observe or perform any of the express or implied covenants or
provisions of this Lease to be observed or performed by Tenant, other than as specified in
Sections 22.1(a) or (b) above, where such failure shall continue for a period of
ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant’s default is such that it may be cured but more than fifteen (15) business days
are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant
shall commence such cure within said fifteen (15) business day period and thereafter diligently
prosecute such cure to completion, which completion shall occur not later than ninety (90) days
from the date of such notice from Landlord; or



d. A general assignment by Tenant or any guarantor or surety of Tenant’s obligations hereunder
(“Guarantor”) for the benefit of creditors;



e. The filing of a voluntary petition in bankruptcy by Tenant or any Guarantor, the filing by
Tenant or any Guarantor of a voluntary petition for an arrangement, the filing by or against Tenant
or any Guarantor of a petition, voluntary or involuntary, for reorganization, or the filing of an
involuntary petition by the creditors of Tenant or any Guarantor, said involuntary petition
remaining undischarged for a period of one hundred twenty (120) days;



f. Receivership, attachment, or other judicial seizure of substantially all of Tenant’s assets
on the Premises, such attachment or other seizure remaining undismissed or undischarged for a
period of thirty (30) days after the levy thereof;



g. Death or disability of Tenant or any Guarantor, if Tenant or such Guarantor is a natural
person, or the failure by Tenant or any Guarantor to maintain its legal existence, if Tenant or
such Guarantor is a corporation, partnership, limited liability company, trust or other legal
entity.



Any notice sent by Landlord to Tenant pursuant to this Section 22.1 shall be in lieu of, and
not in addition to, any notice required under any applicable Law.



ARTICLE 23 - REMEDIES OF LANDLORD





23.1 Landlord’s Remedies; Termination. In the event of any such Default by Tenant, in
addition to any other remedies available to Landlord under this Lease, at law or in equity
(including, without limitation, to the extent the Premises are located in California, the
remedies of Civil Code Section 1951.4 and any successor statute or similar Law, which provides
that Landlord may continue this Lease in effect following Tenant’s breach and abandonment and
collect rent as it falls due, if Tenant has the right to sublet or assign, subject to reasonable
limitations), Landlord shall have the immediate option to terminate this Lease and all rights of
Tenant hereunder and to re-enter the Premises and remove all persons and property from the
Premises; such property may be removed, stored and/or disposed of as permitted by applicable
Law. If Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant:
(a) the worth at the time of award of any unpaid Rent which had been earned at the time of such
termination; plus (b) the worth at the time of the 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 (c) the worth at
the time of award of the amount by which the unpaid Rent for the balance of the term after the
time of award exceeds the amount of such rental loss that Tenant proves could be reasonably
avoided; plus (d) 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 including, but not limited
to: the total unamortized sum of any Abated Amount (amortized on a straight line basis over the
initial Term of this Lease), tenant improvement costs; attorneys’ fees; brokers’ commissions;
any costs required to return the Premises to the conditioned required at the end of the Term;
the costs of refurbishment, alterations, renovation and repair of the Premises; and removal
(including the repair of any damage caused by such removal) and storage (or disposal) of
Tenant’s personal property, equipment, fixtures, Alterations, Tenant Improvements and any other
items which Tenant is required under this Lease to remove but does not remove; plus (e) all
other monetary damages allowed under applicable Law.



As used in Sections 23.1(a) and 23.1(b) above, the “worth at the time of award” is computed by
allowing interest at the Interest Rate set forth in the Summary. As used in Section 23.1(c) above,
the “worth at the time of award” is 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%). To the extent
the Premises are located in California, Tenant hereby waives for Tenant and all those claiming
under Tenant all right now or hereafter existing including, without limitation, any rights under
California Code of Civil Procedure Sections 1174 and 1179 and Civil Code Section 1950.7 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.




23.2 Landlord’s Remedies; Continuation of Lease; Re-Entry Rights. In the event of any such
Default by Tenant, in addition to any other remedies available to Landlord under this Lease, at
law or in equity, Landlord shall also have the right to (a) continue this Lease in effect after
Tenant’s breach and abandonment and recover Rent as it becomes due, and (b) with or without
terminating this Lease, to re-enter the Premises and remove all persons and property from the
Premises; such property may be removed, stored and/or disposed of as permitted by applicable
Law. No re-entry or taking possession of the Premises by Landlord pursuant to this Section
23.2, and no acceptance of surrender of the Premises or other action on Landlord’s part, shall
be construed as an election to terminate this Lease unless a written notice of such intention be
given to Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. No notice from Landlord or notice given under a forcible entry and detainer
statute or similar Laws will constitute an election by Landlord to terminate this Lease unless
such notice specifically so states. Notwithstanding any reletting without termination by
Landlord because of any Default, Landlord may at any time after such reletting elect to
terminate this Lease for any such Default.




23.3 Landlord’s Right to Perform. Except as specifically provided otherwise in this Lease,
all covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant’s
sole cost and expense and without any abatement or offset of Rent. In the event of any Default
by Tenant, Landlord may, without waiving or releasing Tenant from any of Tenant’s obligations,
make such payment or perform such other act as required to cure such Default on behalf of
Tenant. All sums so paid by Landlord and all necessary incidental costs incurred by Landlord in
performing such other acts shall be payable by Tenant to Landlord within five (5) days after
demand therefor as Additional Rent.




23.4 Rights and Remedies Cumulative. All rights, options and remedies of Landlord
contained in this Article 23 and elsewhere in this Lease shall be construed and held to be
cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the
right to pursue any one or all of such remedies or any other remedy or relief which may be
provided by law or in equity, whether or not stated in this Lease. Nothing in this Article 23
shall be deemed to limit or otherwise affect Tenant’s indemnification of Landlord pursuant to
any provision of this Lease.




23.5 Costs Upon Default and Litigation. Tenant shall pay to Landlord and its Mortgagees as
Additional Rent all the expenses incurred by Landlord or its Mortgagees in connection with any
default by Tenant hereunder or the exercise of any remedy by reason of any default by Tenant
hereunder, including reasonable attorneys’ fees and expenses. If Landlord or its Mortgagees
shall be made a party to any litigation commenced against Tenant or any litigation pertaining to
this Lease or the Premises, at the option of Landlord and/or its Mortgagees, Tenant, at its
expense, shall provide Landlord and/or its Mortgagees with counsel approved by Landlord and/or
its Mortgagees and shall pay all costs incurred or paid by Landlord and/or its Mortgagees in
connection with such litigation.



ARTICLE 24  - ENTRY BY LANDLORD




Landlord and its employees and agents shall, on not less than one (1) business day’s prior
written notice at all reasonable times have the right to enter the Premises to inspect the same, to
supply any service required to be provided by Landlord to Tenant under this Lease, , and/or to
alter, improve or repair the Premises or any other portion of the Building or Property, all without
being deemed guilty of or liable for any breach of Landlord’s covenant of quiet enjoyment or any
eviction of Tenant, and without abatement of Rent. Landlord and its employees and agents shall, on
not less than one (1) business day’s prior written notice and during Tenant’s normal business
hours, shall have the right to enter the Premises to exhibit the Premises to prospective lenders or
purchasers (or during the last year of the Term or during any default by Tenant, to prospective
tenants), or to post notices of non-responsibility. In exercising such entry rights, Landlord
shall endeavor to minimize, to the extent reasonably practicable, the interference with Tenant’s
business, and shall provide Tenant with the notice required above of such entry (except in
emergency situations and for scheduled services). For each of the foregoing purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors in, upon and about
the Premises, excluding Tenant’s vaults and safes and other secure areas, and Landlord shall have
the means which Landlord may deem proper to open said doors in an emergency in order to obtain
entry to the Premises. Any entry to the Premises obtained by Landlord by any of said means or
otherwise shall not under any circumstances be construed or deemed to be a forcible or unlawful
entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any
portion thereof, or grounds for any abatement or reduction of Rent and Landlord shall not have any
liability to Tenant for any damages or losses on account of any such entry by Landlord.



ARTICLE 25  - LIMITATION ON LANDLORD’S LIABILITY




Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord
under this Lease (including as to any actual or alleged breach or default by Landlord) do not
constitute personal obligations of the individual members, managers, investors, partners,
directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant
shall not seek recourse against the individual members, managers, investors, partners, directors,
officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or
entities having any interest in Landlord, or any of their personal assets for satisfaction of any
liability with respect to this Lease. In addition, in consideration of the benefits accruing
hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant
hereby covenants and agrees for itself and all of its successors and assigns that the liability of
Landlord for its obligations under this Lease (including any liability as a result of any actual or
alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s
and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in
the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far
as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and
include only the owner or owners, at the time in question, of the fee title to, or a lessee’s
interest in a ground lease of, the Property. In the event of any transfer or conveyance of any
such title or interest (other than a transfer for security purposes only), the transferor shall be
automatically relieved of all covenants and obligations on the part of Landlord contained in this
Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer
all or any portion of their respective title and interest in the Premises, the Building, the
Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer
shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this
Lease.



ARTICLE 26  - SUBORDINATION, NONDISTURBANCE AND ATTORNMENT




Provided that Tenant is provided with a reasonable and customary subordination, nondisturbance
and attornment agreement duly executed by the holder of any mortgage or deed of trust or the
landlord pursuant to any ground lease (the “SNDA”), this Lease shall be subject and subordinate at
all times to: (a) all ground leases or underlying leases that may now exist or hereafter be
executed affecting either or both of the Premises and the Property; and (b) any mortgage or deed of
trust that may now exist or hereafter be placed upon, and encumber, any or all of (x) the Property;
(y) any ground leases or underlying leases for the benefit of the Property; and (z) all or any
portion of Landlord’s interest or estate in any of said items. Notwithstanding the foregoing,
Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or
underlying leases that benefit the Property or any such mortgage or deed of trust liens to this
Lease. Tenant shall execute and deliver (subject to delays caused by Landlord’s lender or other
third parties), within fifteen (15) days after receipt of written request by Landlord and in the
form reasonably requested by Landlord (with such changes as are reasonably negotiated by Tenant and
the other parties to the document), any additional documents evidencing the priority of
subordination of this Lease with respect to any such ground leases or underlying leases for the
benefit of the Property or any such mortgage or deed of trust. Tenant’s failure to deliver such
documents within such fifteen (15) day period, Tenant shall be in default under the Lease.



Landlord shall use commercially reasonable efforts, within sixty (60) days after the execution
of this Lease by all parties to obtain a subordination, nondisturbance and attornment agreement
from the holder of the existing first mortgage on the Property, in form and substance reasonably
satisfactory to Tenant.



ARTICLE 27 - ESTOPPEL CERTIFICATE




Within ten (10) business days following Landlord’s written request, Tenant shall execute and
deliver to Landlord an estoppel certificate, in a form substantially similar to the form of
Exhibit F attached hereto. Any such estoppel certificate delivered pursuant to this
Article 27 may be relied upon by any mortgagee, beneficiary, purchaser or prospective
purchaser of any portion of the Property, as well as their assignees. Tenant’s failure to deliver
such estoppel certificate following a second written notice and an additional three (3) business
day cure period after notice shall constitute a default hereunder. Tenant’s failure to deliver
such certificate within such time shall be conclusive upon Tenant that this Lease is in full force
and effect, without modification except as may be represented by Landlord, that there are no
uncured defaults in Landlord’s performance, and that not more than one (1) month’s Rent has been
paid in advance.



	 	 	 
	ARTICLE 28

	 	- INTENTIONALLY OMITTED
	 

	 	 
	ARTICLE 29

	 	- MORTGAGEE PROTECTION
	 

	 	 






If, in connection with Landlord’s obtaining or entering into any financing or ground lease for
any portion of the Building or Property, the lender or ground lessor shall request modifications to
this Lease, Tenant shall, within thirty (30) days after request therefor, execute an amendment to
this Lease including such modifications, provided such modifications do not increase the
obligations of Tenant hereunder, or adversely affect the leasehold estate created hereby or
Tenant’s rights hereunder. In the event of any default on the part of Landlord, Tenant will give
notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee covering
the Premises or ground lessor of Landlord whose address shall have been furnished to Tenant, and
shall offer such beneficiary, mortgagee or ground lessor a reasonable opportunity to cure the
default (including with respect to any such beneficiary or mortgagee, time to obtain possession of
the Premises, subject to this Lease and Tenant’s rights hereunder, by power of sale or judicial
foreclosure, if such should prove necessary to effect a cure).



ARTICLE 30  - QUIET ENJOYMENT




Landlord covenants and agrees with Tenant that, upon Tenant performing all of the covenants
and provisions on Tenant’s part to be observed and performed under this Lease (including payment of
Rent hereunder), Tenant shall have the right to use and occupy the Premises in accordance with and
subject to the terms and conditions of this Lease as against all persons claiming by, through or
under Landlord. This covenant shall be binding upon Landlord and its successors only during its or
their respective periods of ownership of the Building.



ARTICLE 31  - MISCELLANEOUS PROVISIONS





31.1 Broker. Tenant represents that it has not had any dealings with any real estate
broker, finder or intermediary with respect to this Lease, other than the Brokers specified in
the Summary. Tenant shall indemnify, protect, defend (by counsel reasonably approved in writing
by Landlord) and hold Landlord harmless from and against any and all claims, judgments, suits,
causes of action, damages, losses, liabilities and expenses (including attorneys’ fees and court
costs) resulting from any breach by Tenant of the foregoing representation, including, without
limitation, any claims that may be asserted against Landlord by any broker, agent or finder
undisclosed by Tenant herein. Landlord shall indemnify, protect, and hold Tenant harmless from
and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities
and expenses (including attorneys’ fees and court costs) resulting from any other brokers
claiming to have represented Landlord in connection with this Lease. The foregoing indemnities
shall survive the expiration or earlier termination of this Lease. Landlord shall pay to the
Brokers the brokerage fee, if any, pursuant to a separate written agreement between Landlord and
Brokers.




31.2 Governing Law. This Lease shall be governed by, and construed pursuant to, the laws
of the state in which the Building is located. Venue for any litigation between the parties
hereto concerning this Lease or the occupancy of the Premises shall be initiated in the county
in which the Premises are located. Tenant shall comply with all governmental and
quasi-governmental laws, ordinances and regulations applicable to the Building, Property and/or
the Premises, and all rules and regulations adopted pursuant thereto and all covenants,
conditions and restrictions applicable to and/or of record against the Building, Property and/or
the Site (individually, a “Law” and collectively, the “Laws”).




31.3 Successors and Assigns. Subject to the provisions of Article 25 above, and
except as otherwise provided in this Lease, all of the covenants, conditions and provisions of
this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and
their respective heirs, personal representatives and permitted successors and assigns; provided,
however, no rights shall inure to the benefit of any Transferee of Tenant unless the Transfer to
such Transferee is made in compliance with the provisions of Article 20, and no options
or other rights which are expressly made personal to the original Tenant hereunder or in any
rider attached hereto shall be assignable to or exercisable by anyone other than the original
Tenant under this Lease.




31.4 No Merger. The voluntary or other surrender of this Lease by Tenant or a mutual
termination thereof shall not work as a merger and shall, at the option of Landlord, either
(a) terminate all or any existing subleases, or (b) operate as an assignment to Landlord of
Tenant’s interest under any or all such subleases.




31.5 Professional Fees. If either Landlord or Tenant should bring suit (or alternate
dispute resolution proceedings) against the other with respect to this Lease, including for
unlawful detainer, forcible entry and detainer, or any other relief against the other hereunder,
then all costs and expenses incurred by the prevailing party therein (including, without
limitation, its actual appraisers’, accountants’, attorneys’ and other professional fees,
expenses and court costs), shall be paid by the other party, including any and all costs
incurred in enforcing, perfecting and executing such judgment and all reasonable costs and
attorneys’ fees associated with any appeal. Further, if for any reason Landlord consults legal
counsel or otherwise incurs any costs or expenses as a result of its proper attempt to enforce
the provisions of this Lease against Tenant, even though no litigation is commenced, or if
commenced is not pursued to final judgment, Tenant shall be obligated to pay to Landlord, in
addition to all other amounts for which Tenant is obligated hereunder, all of Landlord’s
reasonable costs and expenses incurred in connection with any such acts, including attorneys’
fees incurred associated with any appeal.




31.6 Waiver. The waiver by either party of any breach by the other party of any term,
covenant or condition herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant and condition herein contained, nor shall any
custom or practice which may become established between the parties in the administration of the
terms hereof be deemed a waiver of, or in any way affect, the right of any party to insist upon
the performance by the other in strict accordance with said terms. No waiver of any default of
either party hereunder shall be implied from any acceptance by Landlord or delivery by Tenant
(as the case may be) of any Rent or other payments due hereunder or any omission by the
non-defaulting party to take any action on account of such default if such default persists or
is repeated, and no express waiver shall affect defaults other than as specified in said waiver.




31.7 Terms and Headings. The words “Landlord” and “Tenant” as used herein shall include
the plural as well as the singular. Words used in any gender include other genders. The
Article and Section headings of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof. Any deletion of language from this
Lease prior to its execution by Landlord and Tenant shall not be construed to raise any
presumption, canon of construction or implication, including, without limitation, any
implication that the parties intended thereby to state the converse of the deleted language.
The parties hereto acknowledge and agree that each has participated in the negotiation and
drafting of this Lease; therefore, in the event of an ambiguity in, or dispute regarding the
interpretation of, this Lease, the interpretation of this Lease shall not be resolved by any
rule of interpretation providing for interpretation against the party who caused the uncertainty
to exist or against the draftsman.




31.8 Time. Time is of the essence with respect to performance of every provision of this
Lease in which time or performance is a factor.




31.9 Business Day. A “business day” is Monday through Friday, excluding holidays observed
by the United States Postal Service and reference to 5:00 p.m. is to the time zone of the
recipient. Whenever action must be taken (including the giving of notice or the delivery of
documents) under this Lease during a certain period of time (or by a particular date) that ends
(or occurs) on a non-business day, then such period (or date) shall be extended until the
immediately following business day.




31.10 Payments and Notices. All Rent and other sums payable by Tenant to Landlord
hereunder shall be paid to Landlord at the address designated in the Summary, or to such other
persons and/or at such other places as Landlord may hereafter designate in writing by ACH
transfer. Any notice required or permitted to be given hereunder must be in writing and may be
given by personal delivery (including delivery by nationally recognized overnight courier or
express mailing service), or by registered or certified mail, postage prepaid, return receipt
requested, addressed to Tenant at the address(es) designated in the Summary, or to Landlord at
the address(es) designated in the Summary. Either party may, by written notice to the other,
specify a different address for notice purposes. Notice given in the foregoing manner shall be
deemed given (i) upon confirmed transmission if sent by e-mail transmission, provided such
transmission is prior to 5:00 p.m. on a business day (if such transmission is after 5:00 p.m. on
a business day or is on a non-business day, such notice will be deemed given on the following
business day), (ii) when actually received or refused by the party to whom sent if delivered by
a carrier or personally served or (iii) if mailed, on the day of actual delivery or refusal as
shown by the certified mail return receipt or the expiration of three (3) business days after
the day of mailing, whichever first occurs.




31.11 Prior Agreements; Amendments. This Lease, including the Summary and all Exhibits
attached hereto, contains all of the covenants, provisions, agreements, conditions and
understandings between Landlord and Tenant concerning the Premises and any other matter covered
or mentioned in this Lease, and no prior agreement or understanding, oral or written, express or
implied, pertaining to the Premises or any such other matter shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement in writing signed
by the parties hereto or their respective successors in interest. The parties acknowledge that
all prior agreements, representations and negotiations are deemed superseded by the execution of
this Lease to the extent they are not expressly incorporated herein.




31.12 Separability. The invalidity or unenforceability of any provision of this Lease
shall in no way affect, impair or invalidate any other provision hereof, and such other
provisions shall remain valid and in full force and effect to the fullest extent permitted by
law.




31.13 Recording. Neither Landlord nor Tenant shall record this Lease or a short form
memorandum of this Lease.




31.14 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser
amount than the Rent payment herein stipulated shall be deemed to be other than on account of
the Rent, nor shall any endorsement or statement on any check or any letter accompanying any
check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord’s right to recover the balance of such Rent or
pursue any other remedy provided in this Lease. Tenant agrees that each of the foregoing
covenants and agreements shall be applicable to any covenant or agreement either expressly
contained in this Lease or imposed by any statute or at common law.




31.15 Financial Statements. Provided that Tenant is not publicly traded, upon fifteen (15)
business days prior written request from Landlord (which Landlord may make at any time during
the Term including in connection with Tenant’s exercise of any Option in this Lease, but no more
often than one (1) time in any calendar year, other than in the event of a default by Tenant
during such calendar year), Tenant shall deliver to Landlord for review by Landlord and by
Landlord’s accountants, investors and prospective purchasers and lenders a current financial
statement of Tenant and any guarantor of this Lease. Landlord covenants and agrees not to
disclose any information regarding Tenant’s financial statements to any parties other than its
accountants, investors, purchasers, and lenders to keep all of Tenant’s financial information
confidential. Such statements shall be prepared in accordance with generally acceptable
accounting principles and certified as true in all material respects by Tenant (if Tenant is an
individual) or by an authorized officer, member/manager or general partner of Tenant (if Tenant
is a corporation, limited liability company or partnership, respectively).




31.16 No Partnership. Landlord does not, in any way or for any purpose, become a partner
of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint
enterprise with Tenant by reason of this Lease.




31.17 Force Majeure. If either party hereto shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of strikes, lock-outs, labor
troubles, inability to procure materials, failure of power, governmental moratorium or other
governmental action or inaction (including, without limitation, failure, refusal or delay in
issuing permits, approvals and/or authorizations), injunction or court order, riots,
insurrection, war, terrorism, bioterrorism, fire, earthquake, inclement weather including rain,
flood or other natural disaster or other reason of a like nature not the fault of the party
delaying in performing work or doing acts required under the terms of this Lease (but excluding
delays due to financial inability) (herein collectively, “Force Majeure Delay(s)”), then
performance of such act shall be excused for the period of such Force Majeure Delay and the
period for the performance of any such act shall be extended for a period equivalent to the
period of such delay. The provisions of this Section 31.17 shall not apply to nor
operate to excuse Tenant from the payment of Monthly Base Rent, or any Additional Rent or any
other payments strictly in accordance with the terms of this Lease.




31.18 Counterparts. This Lease may be executed in one or more counterparts, each of which
shall constitute an original and all of which shall be one and the same agreement. Signatures
and initials required in this document may be executed via “wet” original handwritten signature
or initials, or via electronic signature or mark, which shall be binding on the parties as
originals, and the executed signature pages may be delivered using pdf or similar file type
transmitted via electronic mail, cloud based server, e-signature technology or other similar
electronic means, and any such transmittal shall constitute delivery of the executed document
for all purposes of this Lease.




31.19 Nondisclosure of Lease Terms. Tenant acknowledges and agrees that the terms of this
Lease are confidential and constitute proprietary information of Landlord. Disclosure of the
terms could adversely affect the ability of Landlord to negotiate other leases and impair
Landlord’s relationship with other tenants. Accordingly, Tenant agrees that it, and its
partners, officers, directors, shareholders, members, managers, employees, agents, business
advisors and attorneys, shall not intentionally and voluntarily disclose the terms and
conditions of this Lease to any newspaper or other publication or any other tenant or apparent
prospective tenant of the Building or other portion of the Property, or real estate agent,
either directly or indirectly, without the prior written consent of Landlord, provided, however,
that Tenant may disclose the terms to prospective subtenants or assignees under this Lease.




31.20 Tenant’s Authority. If Tenant executes this Lease as a partnership, corporation or
limited liability company, then Tenant and the persons and/or entities executing this Lease on
behalf of Tenant represent and warrant that: (a) Tenant is a duly organized and existing
partnership, corporation or limited liability company, as the case may be, and is qualified to
do business in the state in which the Building is located; (b) such persons and/or entities
executing this Lease are duly authorized to execute and deliver this Lease on Tenant’s behalf;
and (c) this Lease is binding upon Tenant in accordance with its terms. Tenant shall provide to
Landlord a copy of any documents reasonably requested by Landlord evidencing such qualification,
organization, existence and authorization within ten (10) days after Landlord’s request. Tenant
represents and warrants to Landlord that Tenant is not, and the entities or individuals
constituting Tenant or which may own or control Tenant or which may be owned or controlled by
Tenant are not, (i) in violation of any Laws relating to terrorism or money laundering, or (ii)
among the individuals or entities identified on any list compiled pursuant to Executive Order
13224 for the purpose of identifying suspected terrorists or on the most current list published
by the U.S. Treasury Department Office of Foreign Assets Control at its official website,
http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official
publication of such list.



Landlord hereby covenants, represents and warrants to Tenant that: (i) Landlord has obtained,
prior to the execution of this Lease, obtain any consents or approvals required in order for
Landlord to enter into this Lease; (ii) to Landlord’s actual knowledge, the execution, delivery and
full performance of this Lease by Landlord does not and shall not constitute a violation of any
contract, agreement, mortgage, undertaking, judgment, law, decree, governmental or court or other
restriction of any kind to which Landlord is a party or by which Landlord may be bound; (iii)
Landlord is duly organized, validly existing and in good standing under the laws of the state of
its organization and has full power and authority to enter into this Lease, to perform its
obligations under this Lease in accordance with its terms, and to transact business in the state in
which the Property is located; (iv) to Landlord’s actual knowledge, this Lease does not violate the
provisions of any instrument heretofore executed by and/or binding on Landlord, or affecting or
encumbering the Property.




31.21 Joint and Several Liability. If more than one person or entity executes this
Lease as Tenant: (a) each of them is and shall be jointly and severally liable for the
covenants, conditions, provisions and agreements of this Lease to be kept, observed and
performed by Tenant; and (b) the act or signature of, or notice from or to, any one or more of
them with respect to this Lease shall be binding upon each and all of the persons and entities
executing this Lease as Tenant with the same force and effect as if each and all of them had so
acted or signed, or given or received such notice.




31.22 No Option. The submission of this Lease for examination or execution by Tenant does
not constitute a reservation of or option for the Premises and this Lease shall not become
effective as a Lease until the final lease has been approved by any and all Mortgagee(s) and it
has been executed by Landlord and delivered to Tenant.




31.23 Options and Rights in General. Any option (each an “Option” and collectively, the
“Options”), including without limitation, any option to extend, option to terminate, option to
expand, right to lease, right of first offer, and/or right of first refusal, granted to Tenant
is personal to the original Tenant executing this Lease or a Permitted Transferee and may be
exercised only by the original Tenant executing this Lease while occupying the entire Premises
and without the intent of thereafter assigning this Lease or subletting the Premises or a
Permitted Transferee and may not be exercised or be assigned, voluntarily or involuntarily, by
any person or entity other than the original Tenant executing this Lease or a Permitted
Transferee. The Options, if any, granted to Tenant under this Lease are not assignable separate
and apart from this Lease, nor may any Option be separated from this Lease in any manner, either
by reservation or otherwise. Tenant will have no right to exercise any Option, notwithstanding
any provision of the grant of option to the contrary, and Tenant’s exercise of any Option may be
nullified by Landlord and deemed of no further force or effect, if (i) Tenant is in default
under the terms of this Lease after receipt of written notice and the expiration of any
applicable cure period as of Tenant’s exercise of the Option in question or at any time after
the exercise of any such Option and prior to the commencement of the Option event, or (ii)
Tenant has sublet all or more than fifty percent (50%) of the Premises except pursuant to a
Permitted Transfer. Each Option granted to Tenant, if any, is hereby deemed an economic term
which Landlord, in its sole and absolute discretion, may or may not offer in conjunction with
any future extensions of the Term.



[NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]






2






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



Tenant:



HANSEN MEDICAL, INC.,


a Delaware corporation



By:

Name:

Title:




[SIGNATURES CONTINUE ON FOLLOWING PAGE]






3






Landlord:



LBA REALTY FUND II-WBP VII, INC.,


an Arizona corporation



By:

Name:

Title:




For LBA Office Use Only: Prepared & Reviewed by:       



EXHIBIT A




PREMISES FLOOR PLAN






EXHIBIT B




SITE PLAN




EXHIBIT C




WORK LETTER 

[TENANT BUILD W/ALLOWANCE]




1. TENANT IMPROVEMENTS. As used in the Lease and this Work Letter, the term “Tenant
Improvements” or “Tenant Improvement Work” or “Tenant’s Work” means those items of general tenant
improvement construction shown on the Final Plans (described in Section 4 below), more particularly
described in Section 5 below. Tenant shall complete the Tenant Improvements on or before August 1,
2016.



2. WORK SCHEDULE. Prior to commencing construction, Tenant will deliver to Landlord, for
Landlord’s review and approval, a schedule (“Work Schedule”), which will set forth the timetable
for the planning and completion of the installation of the Tenant Improvements.



3. CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following person(s) as
Landlord’s representative (“Landlord’s Representative”) to act for Landlord in all matters covered
by this Work Letter: Martin Bachoc.



Tenant hereby appoints the following person(s) as Tenant’s representative (“Tenant’s
Representative”) to act for Tenant in all matters covered by this Work Letter:



      .



All communications with respect to the matters covered by this Work Letter are to be made to
Landlord’s Representative or Tenant’s Representative, as the case may be, in writing in compliance
with the notice provisions of the Lease. Either party may change its representative under this
Work Letter at any time by written notice to the other party in compliance with the notice
provisions of the Lease.



4. TENANT IMPROVEMENT PLANS



(a) Preparation of Space Plans. In accordance with the Work Schedule, Landlord agrees to
meet with Tenant’s architect and/or space planner for the purpose of promptly reviewing preliminary
space plans for the layout of the Premises prepared by Tenant (“Space Plans”). The Space Plans are
to be sufficient to convey the architectural design of the Premises and layout of the Tenant
Improvements therein and are to be submitted to Landlord in accordance with the Work Schedule for
Landlord’s approval. If Landlord reasonably disapproves any aspect of the Space Plans, Landlord
will advise Tenant in writing of such disapproval and the reasons therefor within five
(5) business days. Tenant will then submit to Landlord for Landlord’s approval, in accordance with
the Work Schedule, a redesign of the Space Plans incorporating the revisions reasonably required by
Landlord. If Landlord fails to provide written notice of disapproval within such five (5) business
day period, and continues to fail to provide written notice of disapproval within two (2) business
days following delivery of a second written notice form Tenant to Landlord, then Landlord will be
deemed to have consented to such Space Plans.



(b) Preparation of Final Plans. Based on the approved Space Plans, and in accordance with
the Work Schedule, Tenant’s architect will prepare complete architectural plans, drawings and
specifications and complete engineered mechanical, structural and electrical working drawings for
all of the Tenant Improvements for the Premises (collectively, the “Final Plans”). The Final Plans
will show (a) the subdivision (including partitions and walls), layout, lighting, finish and
decoration work (including carpeting and other floor coverings) for the Premises; (b) all internal
and external communications and utility facilities which will require conduiting or other
improvements from the base Building shell work and/or within common areas; and (c) all other
specifications for the Tenant Improvements. The Final Plans will be submitted to Landlord for
signature to confirm that they are consistent with the Space Plans. If Landlord reasonably
disapproves any aspect of the Final Plans based on any inconsistency with the Space Plans, Landlord
agrees to advise Tenant in writing of such disapproval and the reasons therefor within five (5)
business days. In accordance with the Work Schedule, Tenant will then cause Tenant’s architect to
redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make
the Final Plans consistent with the Space Plans. If Landlord fails to provide written notice of
disapproval within such five (5) business day period, and continues to fail to provide written
notice of disapproval within two (2) business days following delivery of a second written notice
form Tenant to Landlord, then Landlord will be deemed to have consented to such Final Plans.



(c) Requirements of Tenant’s Final Plans. Tenant’s Final Plans will include locations and
complete dimensions, and the Tenant Improvements, as shown on the Final Plans, will: (i) be
compatible with the Building shell and with the design, construction and equipment of the Building;
(ii) if not comprised of the Building standards set forth in the written description thereof (the
“Standards”), then compatible with and of at least equal quality as the Standards and approved by
Landlord; (iii) comply with all applicable laws, ordinances, rules and regulations of all
governmental authorities having jurisdiction, and all applicable insurance regulations; (iv) not
require Building service beyond the level normally provided to other tenants in the Building and
will not overload the Building floors; and (v) be of a nature and quality consistent with the
overall objectives of Landlord for the Building, as determined by Landlord in its reasonable but
subjective discretion.



(d) Submittal of Final Plans. Once approved by Landlord and Tenant, Tenant’s architect
will submit the Final Plans to the appropriate governmental agencies for plan checking and the
issuance of a building permit. Tenant’s architect, with Landlord’s cooperation, will make any
changes to the Final Plans which are requested by the applicable governmental authorities to obtain
the building permit. After approval of the Final Plans no further changes may be made without the
prior written approval of both Landlord and Tenant, and then only after agreement by Tenant to pay
any excess costs resulting from the design and/or construction of such changes.



(e) Changes to Shell of Building. If the Final Plans or any amendment thereof or
supplement thereto shall require changes in the Building shell, the increased cost of the Building
shell work caused by such changes will be paid for by Tenant or charged against the “Allowance”
described in Section 5 below.



(f) Work Cost Estimate and Statement. Prior to the commencement of construction of any of
the Tenant Improvements shown on the Final Plans, Tenant will submit to Landlord a written estimate
of the cost to complete the Tenant Improvement Work, which written estimate will be based on the
Final Plans taking into account any modifications which may be required to reflect changes in the
Final Plans required by the City or County in which the Premises are located (the “Work Cost
Estimate”). If the total costs reflected in the Work Cost Statement exceed the Allowance described
in Section 5 below, Tenant agrees to pay such excess.



5. PAYMENT FOR THE TENANT IMPROVEMENTS



(a) Allowance. Landlord hereby grants to Tenant an Allowance as referenced in the Summary
(the “Allowance”). The Allowance is to be used only for:



(i) Payment of the cost of preparing the Space Plans and the Final Plans, including
mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to
complete the Final Plans. The Allowance will not be used for the payment of extraordinary design
work not consistent with the scope of the Standards (i.e., above-standard design work) or for
payments to any other consultants, designers or architects other than Landlord’s architect and/or
Tenant’s architect.



(ii) The payment of plan check, permit and license fees relating to construction of the Tenant
Improvements.



(iii) Construction of the Tenant Improvements, including, without limitation, the following:



(aa) Installation within the Premises of all partitioning, doors, floor coverings, ceilings,
wall coverings and painting, millwork and similar items;



(bb) All electrical wiring, lighting fixtures, outlets and switches, and other electrical work
necessary for the Premises;



(cc) The furnishing and installation of all duct work, terminal boxes, diffusers and
accessories necessary for the heating, ventilation and air conditioning systems within the
Premises, including the cost of meter and key control for after-hour air conditioning;



(dd) Any additional improvements to the Premises required for Tenant’s use of the Premises
including, but not limited to, odor control, special heating, ventilation and air conditioning,
noise or vibration control or other special systems or improvements;



(ee) All fire and life safety control systems such as fire walls, sprinklers, halon, fire
alarms, including piping, wiring and accessories, necessary for the Premises;



	 	 	 
	(ff)

(gg)

	 	All plumbing, fixtures, pipes and accessories necessary for the Premises;

Testing and inspection costs; and






(hh) Fees and costs attributable to general conditions associated with the construction of the
Tenant Improvements plus a one and one-half percent (1.5%) construction administration fee
(“Construction Administration Fee”) to cover the services of Landlord’s tenant improvement
coordinator.



(b) Excess Costs. The cost of each item referenced in Section 5(a) above shall be charged
against the Allowance. If the work cost exceeds the Allowance, Tenant shall be solely responsible
for payment of all excess costs, including the Construction Administration Fee, which fee shall be
paid to Landlord within five (5) business days after invoice therefor. In no event will the
Allowance be used to pay for Tenant’s furniture, artifacts, equipment, telephone systems or any
other item of personal property which is not affixed to the Premises.



(c) Changes. Any material changes to the Final Plans will be approved by Landlord and
Tenant in the manner set forth in Section 4 above. Tenant shall be solely responsible for any
additional costs associated with such changes including the Construction Administration Fee, which
fee shall be paid to Landlord within five (5) business days after invoice therefor. Landlord will
have the right to decline Tenant’s request for a change to the Final Plans if such changes are
inconsistent with the provisions of Section 4 above.



(d) Governmental Cost Increases. If increases in the cost of the Tenant Improvements as
set forth in the Work Cost Statement are due to requirements of any governmental agency, Tenant
shall be solely responsible for such additional costs including the Construction Administration
Fee, which fee shall be paid to Landlord within five (5) business days after invoice therefor;
provided, however, that Landlord will first apply toward any such increase any remaining balance of
the Allowance.



(e) Unused Allowance Amounts. Any unused portion of the Allowance upon the earlier of (i)
the date that is one (1) year following the Effective Date, and (ii) the date of the completion of
the Tenant Improvements will not be refunded to Tenant or be available to Tenant as a credit
against any obligations of Tenant under the Lease.



(f) Disbursement of the Allowance. Provided Tenant is not in default following the giving
of notice and passage of any applicable cure period under the Lease or this Work Letter, Landlord
shall disburse the Allowance to Tenant to reimburse Tenant for the actual construction costs which
Tenant incurs in connection with the construction of the Tenant Improvements in accordance with the
following:



(i) Twenty-five percent (25%) of the Allowance shall be disbursed to Tenant when Landlord
shall have received “Evidence of Completion and Payment” as to fifty percent (50%) of Tenant’s Work
having been completed and paid for by Tenant as described hereinbelow;



(ii) Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall
have received “Evidence of Completion and Payment” as to seventy-five percent (75%) of Tenant’s
Work having been completed and paid for by Tenant as described hereinbelow;



(iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall
have received “Evidence of Completion and Payment” as to ninety percent (90%) of Tenant’s Work
having been completed and paid for by Tenant as described hereinbelow;



(iv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord
shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of
Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and
satisfaction of the items described in subparagraph (vi) below;



(v) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through
(iv) above, the appropriate portion of the Allowance shall be disbursed to Tenant only when
Landlord has received the following “Evidence of Completion and Payment”:




(A) Tenant has delivered to Landlord a draw request (“Draw Request”) in a form
reasonably satisfactory to Landlord with respect to the Improvements specifying that the
requisite portion of Tenant’s Work has been completed, together with invoices, receipts and
bills evidencing the costs and expenses set forth in such Draw Request and evidence of
payment by Tenant for all costs which are payable in connection with such Tenant’s Work
covered by the Draw Request. The Draw Request shall constitute a representation by Tenant
that the Tenant’s Work identified therein has been completed in a good and workmanlike
manner and in accordance with the Final Plans and the Work Schedule and has been paid for;




(B) The architect for the Tenant Improvements has certified to Landlord that the Tenant
Improvements have been completed to the level indicated in the Draw Request in accordance
with the Final Plans;




(C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the
general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw
Request and the absence of any liens generated by such portions of the Tenant’s Work as may
be required by Landlord (i.e., unconditional lien releases in accordance with California
Civil Code Sections 8120 through 8138 or release bond(s) in accordance with California Civil
Code Sections 8424 and 8534);




(D) Landlord or Landlord’s architect or construction representative has inspected the
Tenant Improvements and determined that the portion of Tenant’s Work covered by the Draw
Request has been completed in a good and workmanlike manner;



(vi) The final disbursement of the balance of the Allowance shall be disbursed to Tenant only
when Landlord has received Evidence of Completion and Payment as to all of Tenant’s Work as
provided hereinabove and the following conditions have been satisfied:




(A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of
completion by Tenant for the Tenant Improvements;




(B) A certificate of occupancy for the Tenant Improvements and the Premises has been
issued by the appropriate governmental body;




(C) Tenant has delivered to Landlord: (i) properly executed mechanics lien releases
from all of Tenant’s contractors, agents and suppliers in compliance with both California
Civil Code Sections 8120 through 8138, which lien releases shall be conditional with respect
to the then-requested payment amounts and unconditional with respect to payment amounts
previously disbursed by Landlord; (ii) an application and certificate for payment (AIA form
G702-1992 or equivalent) signed by Tenant’s architect/space planner; (iii) original stamped
building permit plans; (iv) copy of the building permit; (v) original stamped building
permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form
reasonably approved by Landlord) of the “as-built” drawings of the Tenant Improvements;
(vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty
letters from Tenant’s contractors; (x) manufacturer’s warranties and operating instructions;
(xi) final punchlist completed and signed off by Tenant’s architect/space planner; and (xii)
an acceptance of the Premises signed by Tenant;




(D) Landlord has determined that no work exists which adversely affects the mechanical,
electrical, plumbing, heating, ventilating and air conditioning, life-safety or other
systems of the Building, the curtain wall of the Building, the structure or exterior
appearance of the Building, or any other tenant’s use of such other tenant’s leased premises
in the Building;




(E) The satisfaction of any other requirements or conditions which may be required or
imposed by Landlord’s lender with respect to the construction of the Tenant Improvements;
and




(F) Tenant has delivered to Landlord evidence satisfactory to Landlord that all
construction costs in excess of the Allowance have been paid for by Tenant.



Notwithstanding anything to the contrary contained hereinabove, all disbursements of the Allowance
shall be subject to the prior deduction of the portion of the Construction Administration Fee
allocable to the Tenant Improvements described in the applicable Draw Request.



(g) Books and Records. At its option, Landlord, at any time within one (1) years after
final disbursement of the Allowance to Tenant, and upon at least ten (10) business days prior
written notice to Tenant, may cause an audit to be made of Tenant’s books and records relating to
Tenant’s expenditures in connection with the construction of the Tenant Improvements. Tenant shall
maintain complete and accurate books and records in accordance with generally accepted accounting
principles of these expenditures for at least two (2) years. Tenant shall make available to
Landlord’s auditor at the Premises within ten (10) business days following Landlord’s notice
requiring the audit, all books and records maintained by Tenant pertaining to the construction and
completion of the Tenant Improvements. In addition to all other remedies which Landlord may have
pursuant to the Lease, Landlord may recover from Tenant the reasonable cost of its audit if the
audit discloses that Tenant falsely reported to Landlord expenditures which were not in fact made
or falsely reported a material amount of any expenditure or the aggregate expenditures.



6. CONSTRUCTION OF TENANT IMPROVEMENTS. Following Landlord’s approval of the Final Plans
and the Work Cost Statement described in Section 4(f) above, Tenant’s contractor (selected as
provided in Section 8(n)) will commence and diligently proceed with the construction of the Tenant
Improvements. Tenant shall use diligent efforts to cause its contractor to complete the Tenant
Improvements in a good and workmanlike manner in accordance with the Final Plans and the Work
Schedule. Tenant agrees to use diligent efforts to cause construction of the Tenant Improvements
to commence promptly following the issuance of a building permit for the Tenant Improvements.
Landlord shall have the right to enter upon the Premises to inspect Tenant’s construction
activities following reasonable advance notice Tenant.



7. DELIVERY OF POSSESSION; COMMENCEMENT DATE



(a) Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant
upon mutual execution of the Lease. Landlord shall complete Landlord’s Work concurrently with
Tenant’s performance of the Tenant Improvements, and Landlord and Tenant each hereby agree to
reasonably cooperate in good faith to allow each party to complete Landlord’s Work and the Tenant
Improvements simultaneously and in harmony. Notwithstanding the foregoing, Landlord shall have the
right to require Tenant to complete all or a portion of Landlord’s Work, at Landlord’s expense, as
follows:



(i) Landlord shall obtain an estimate of the cost to complete Landlord’s Work (“Landlord’s
Work Estimate”) within ninety (90) days following the mutual execution of this Lease.



(ii) Landlord may elect to require Tenant to complete certain portions of Landlord’s Work
relating to the repair or replacement of the HVAC system servicing the Premises by delivering
written notice thereof to Tenant (“Landlord’s Work Notice”) on or before March 1, 2016. The
parties agree that the purpose of having Tenant assume responsibility for certain Building
systems is to ensure that the parties do not install duplicative Building systems or
systems which do not fully address Tenant’s operational needs. Tenant shall complete such portion
of Landlord’s Work (as identified in Landlord’s Work Notice) on or before the Commencement Date
concurrently with Tenant’s completion of the Tenant Improvements.



(iii) Landlord shall reimburse Tenant for the cost to complete such portion of Landlord’s
Work in the amount identified in Landlord’s Work Estimate in the same manner that Landlord
reimburses Tenant the Allowance under Section 5(f) above. Both (i) Tenant’s reimbursement for the
cost to complete Landlord’s Work, and (ii) the final disbursement of the Allowance under Section
5(f)(vi) above, shall be conditioned upon Tenant completing the work identified in Landlord’s Work
Notice.



(b) Commencement Date. The Term of the Lease and Tenant’s obligation to pay Rent will
commence upon June 1, 2016 (the “Commencement Date”).



(c) Substantial Completion; Punch-List. For purposes of Section 8(b) above, the Tenant
Improvements will be deemed to be “substantially completed” when Tenant’s contractor certifies in
writing to Landlord and Tenant that Tenant has substantially performed all of the Tenant
Improvement Work required to be performed by Tenant under this Work Letter, other than decoration
and minor “punch-list” type items and adjustments which do not materially interfere with Tenant’s
use of the Premises; and Tenant has obtained a temporary certificate of occupancy or other required
equivalent approval from the local governmental authority permitting occupancy of the Premises.
Within ten (10) days after receipt of such certificates, Tenant and Landlord will conduct a
walk-through inspection of the Premises and Landlord shall provide to Tenant a written punch-list
specifying those decoration and other punch-list items which require completion, which items Tenant
will thereafter diligently complete.



8. MISCELLANEOUS CONSTRUCTION COVENANTS



(a) No Liens. Tenant shall not allow the Tenant Improvements or the Building or any
portion thereof to be subjected to any mechanic’s, materialmen’s or other liens or encumbrances
arising out of the construction of the Tenant Improvements.



(b) Diligent Construction. Tenant will promptly, diligently and continuously pursue
construction of the Tenant Improvements to successful completion in full compliance with the Final
Plans, the Work Schedule and this Work Letter. Landlord and Tenant shall cooperate with one
another during the performance of Tenant’s Work to effectuate such work in a timely and compatible
manner.



(c) Compliance with Laws. Tenant will construct the Tenant Improvements in a safe and
lawful manner. Tenant shall, at its sole cost and expense, comply with all applicable laws and all
regulations and requirements of, and all licenses and permits issued by, all municipal or other
governmental bodies with jurisdiction which pertain to the installation of the Tenant Improvements.
Copies of all filed documents and all permits and licenses shall be provided to Landlord. Any
portion of the Tenant Improvements which is not acceptable to any applicable governmental body,
agency or department, or not reasonably satisfactory to Landlord, shall be promptly repaired or
replaced by Tenant at Tenant’s expense. Notwithstanding any failure by Landlord to object to any
such Tenant Improvements, Landlord shall have no responsibility therefor.



(d) Indemnification. Subject to the terms of the Lease regarding insurance and waiver of
subrogation by the parties, Tenant hereby indemnifies and agrees to defend and hold Landlord, the
Premises and the Building harmless from and against any and all suits, claims, actions, losses,
costs or expenses of any nature whatsoever, together with reasonable attorneys’ fees for counsel of
Landlord’s choice (subject to the reasonable approval of Tenant and Tenant’s insurer), arising out
of or in connection with the Tenant Improvements or the performance of Tenant’s Work (including,
but not limited to, claims for breach of warranty, worker’s compensation, personal injury or
property damage, and any materialmen’s and mechanic’s liens).



(e) Insurance. Construction of the Tenant Improvements shall not proceed without Tenant or
Tenant’s contractor first acquiring workers’ compensation and commercial general liability
insurance and property damage insurance as well as “All Risks” builders’ risk insurance, with
minimum coverage of $2,000,000 and issued by an insurance company with a Best’s rating of not less
than A- VII. Not less than thirty (30) days before commencing the construction of the Tenant
Improvements, certificates of such insurance shall be furnished to Landlord or, if requested, the
original policies thereof shall be submitted for Landlord’s approval. All such policies shall
endeavor to provide thirty (30) days prior notice to Landlord before modification, termination or
cancellation. All insurance policies maintained by Tenant or its contractor pursuant to this Work
Letter shall name Landlord and any lender with an interest in the Premises as additional insureds
and comply with all of the applicable terms and provisions of the Lease relating to insurance.
Tenant’s contractor shall be required to maintain the same insurance policies as Tenant, and such
policies shall name Tenant, Landlord and any lender with an interest in the Premises as additional
insureds.



(f) Construction Defects. Landlord shall have no responsibility for the Tenant
Improvements and Tenant will remedy, at Tenant’s own expense, and be responsible for any and all
defects in the Tenant Improvements that may appear during or after the completion thereof whether
the same shall affect the Tenant Improvements in particular or any parts of the Premises in
general. Tenant shall indemnify, hold harmless and reimburse Landlord for any costs or expenses
incurred by Landlord by reason of any defect in any portion of the Tenant Improvements constructed
by Tenant or Tenant’s contractor or subcontractors, or by reason of inadequate cleanup following
completion of the Tenant Improvements.



(g) Additional Services. If the construction of the Tenant Improvements shall require that
additional services or facilities (including, but not limited to, hoisting, cleanup or other
cleaning services, trash removal, field supervision, or ordering of materials) be provided by
Landlord, then Tenant shall pay Landlord for such items at Landlord’s cost or at a reasonable
charge if the item involves time of Landlord’s personnel only. Electrical power and heating,
ventilation and air conditioning shall be available to Tenant during normal business hours for
construction purposes at no charge to Tenant.



(h) Coordination of Labor. All of Tenant’s contractors, subcontractors, employees,
servants and agents must work in harmony with and shall not interfere with any labor employed by
Landlord, or Landlord’s contractors or by any other tenant or its contractors with respect to the
any portion of the Property. Nothing in this Work Letter shall, however, require Tenant to use
union labor.



(i) Work in Adjacent Areas. Any work to be performed in areas adjacent to the Premises
shall be performed only after obtaining Landlord’s express written permission, which shall not be
unreasonably withheld, conditioned or delayed, and shall be done only if an agent or employee of
Landlord is present; Tenant will reimburse Landlord for the expense of any such employee or agent.



(j) HVAC Systems. Tenant agrees to be entirely responsible for the maintenance or the
balancing of any heating, ventilating or air conditioning system installed by Tenant and/or
maintenance of the electrical or plumbing work installed by Tenant and/or for maintenance of
lighting fixtures, partitions, doors, hardware or any other installations made by Tenant.



(k) Coordination with Lease. Nothing herein contained shall be construed as (i)
constituting Tenant as Landlord’s agent for any purpose whatsoever, or (ii) a waiver by Landlord or
Tenant of any of the terms or provisions of the Lease. Any default by Tenant following the giving
of notice and the passage of any applicable cure period with respect to any portion of this Work
Letter shall be deemed a breach of the Lease for which Landlord shall have all the rights and
remedies as in the case of a breach of said Lease.



(l) Approval of Plans. Landlord will not check Tenant drawings for building code
compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are
in compliance with the requirements of governing authorities, and it shall be Tenant’s
responsibility to meet and comply with all federal, state, and local code requirements. Approval
of the Final Plans does not constitute assumption of responsibility by Landlord or its architect
for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such
matters.



(m) Tenant’s Deliveries. Tenant shall deliver to Landlord, at least five (5) days prior to
the commencement of construction of Tenant’s Work, the following information:



(i) The names, addresses, telephone numbers, and primary contacts for the general, mechanical
and electrical contractors Tenant intends to engage in the performance of Tenant’s Work; and



(ii) The date on which Tenant’s Work will commence, together with the estimated dates of
completion of Tenant’s construction and fixturing work.



(n) Qualification of Contractors. Once the Final Plans have been proposed and approved,
Tenant shall select and retain a contractor, subcontractors and vendors (such as HVAC engineers)
from a list of preferred contractors, subcontractors and vendors provided by Landlord in connection
with all aspects of the design and construction of the Tenant Improvement Work in accordance with
the Final Plans, so long as such preferred contractors, subcontractors and vendors
provide services at competitive rates prevalent in the Silicon Valley area. All contractors,
subcontractors and vendors engaged by Tenant shall be bondable and licensed, possessing good labor
relations, capable of performing quality workmanship and working in harmony with Landlord’ s
general contractor and other contractors on the job, if any, all as determined by Landlord. All
Tenant Improvement Work shall be coordinated with any ongoing general construction work on the Site
or in the Building, if any.



(o) Warranties. Tenant shall cause its contractor to provide warranties for not less than
one (1) year (or such shorter time as may be customary and available without additional expense to
Tenant) against defects in workmanship, materials and equipment, which warranties shall run to the
benefit of Landlord or shall be assignable to Landlord to the extent that Landlord is obligated to
maintain any of the improvements covered by such warranties.



(p) Landlord’s Performance of Work. Within ten (10) working days after receipt of
Landlord’s notice of Tenant’s failure to perform its obligations under this Work Letter, if Tenant
shall fail to commence to cure such failure, Landlord shall have the right, but not the obligation,
to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost
thereof by Tenant, any and all of Tenant’s Work which must be performed immediately and on an
emergency basis for the best interest of the Premises including, without limitation, work which
pertains to structural components, mechanical, sprinkler and general utility systems, roofing and
removal of unduly accumulated construction material and debris; provided, however, Landlord shall
use reasonable efforts to give Tenant at least ten (10) working days prior notice to the
performance of any of Tenant’s Work.



(q) As-Built Drawings. Tenant shall cause “As-Built Drawings” (excluding furniture,
fixtures and equipment) to be delivered to Landlord and/or Landlord’s representative no later than
sixty (60) days after the completion of Tenant’s Work. In the event these drawings are not
received by such date, Landlord may, at its election, cause said drawings to be obtained and Tenant
shall pay to Landlord, the cost of producing these drawings.



EXHIBIT D




NOTICE OF LEASE TERM DATES




	 	 	 
	Date:
	 	


	To:
	 	


	Re:

Dear :
	 	     dated        (“Lease”) by and between

     , a        (“Landlord”), and       , a

     (“Tenant”) for the premises commonly known as,

     (“Premises”).




	In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:
	•
	 	That Tenant has accepted and is in possession of the Premises and acknowledges the following:

	 	 	•Term of the Lease:

	 	 	•Commencement Date:

	 	 	•Expiration Date:

	 	 	•Rentable Square Feet:

	•
	 	•Tenant’s Percentage of Building:%

That in accordance with the Lease, rental payments will/has commence(d) on        and

rent is payable in accordance with the following schedule:







	 	 	 	 	 
	Months	 	Monthly Base Rent
	00/00/0000 – 00/00/0000

	 	$	00,000.00	 
	00/00/0000 – 00/00/0000

	 	$	00,000.00	 
	00/00/0000 – 00/00/0000

	 	$	00,000.00	 







	•	 	Rent is due and payable in advance on the first day of each and every month during the Term
of the Lease.






	•	 	Your rent should be paid to the following account by ACH transfer:





ACCEPTED AND AGREED



	 	 	 
	TENANT:

	 	LANDLORD:
	a,

	 	a,
	By:

	 	By:
	Print Name:

	 	

	Its:

	 	







EXHIBIT E




RULES AND REGULATIONS




1. Tenant shall not place anything or allow anything to be placed near the glass of any window,
door, partition or wall which may appear unsightly from outside the Premises. No awnings or other
projection shall be attached to the outside walls of the Building without the prior written consent
of Landlord. 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 Building standard materials,
without the prior written consent of Landlord.



2. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators or stairways of the Building. The halls, passages, exits, entrances, elevators,
escalators and stairways are not for the general public, and Landlord shall in all cases retain the
right to control and prevent access thereto of all persons whose presence in the reasonable
judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the
Building; provided, that nothing herein contained shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. Tenant and no employee, invitee, agent, licensee or
contractor of Tenant shall go upon or be entitled to use any portion of the roof of the Building
without the prior written consent of Landlord, except as may be otherwise permitted by the terms of
the Lease.



3. Landlord shall not in any way be responsible to Tenant for loss of property on the Premises,
however occurring, or for any damage to Tenant’s property by any janitors or any other employee or
any other person.



4. Landlord will furnish Tenant, free of charge, with two keys to each door lock in the Premises.
Landlord may impose a reasonable charge for any additional keys. Tenant, upon termination of its
tenancy, shall deliver to Landlord the keys of all doors which have been furnished to, or otherwise
procured by Tenant, and, in the event of loss of any keys, shall pay Landlord the cost of replacing
the same or of changing the lock or locks opened by such lost key if Landlord shall deem it
necessary to make such change.



5. Intentionally omitted



6. Intentionally omitted.



7. Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for the operation or
maintenance of office equipment. Tenant shall not use or permit to be used in the Premises any
foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a
manner offensive or objectionable to Landlord by reason of noise, odors or vibrations, nor shall
Tenant bring into or keep in or about the Premises any birds or animals.



8. Tenant shall not use any method of heating or air-conditioning other than that supplied to the
Premises by Landlord.



9. Landlord reserves the right from time to time, in Landlord’s sole and absolute discretion,
exercisable without prior notice and without liability to Tenant, to: (a) name or change the name
of the Building or Property; (b) change the address of the Building, and/or (c) install, replace or
change any signs in, on or about the Property (except for Tenant’s signs, if any, which are
expressly permitted by the Lease).



10. Landlord reserves the right to exclude from the Building between the hours of 6:00 p.m. and
7:00 a.m., or such other hours as may be reasonably established from time to time by Landlord, and
on legal holidays, any person unless that person is known to the person or employee in charge of
the Building and has a pass or is properly identified. Landlord shall not be liable for damages
for any error with regard to the admission to or exclusion from the Building of any person. Tenant
shall be responsible for all persons for whom it requests passes and shall be liable to Landlord
for all acts of such persons. Landlord reserves the right to prevent access to the Building in
case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other
appropriate action.



11. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed, and no foreign substances of any kind
whatsoever shall be thrown therein.



12. Tenant shall not install any radio or television antenna, loudspeaker or other device on the
roof or exterior walls of the Building without the prior written consent of Landlord. Tenant shall
not interfere with radio or television broadcasting or reception from or in the Building or
elsewhere.



13. Except as expressly permitted in the Lease, Tenant shall not mark, drive nails, screw or drill
into the partitions, window mullions, woodwork or drywall, or in any way deface the Premises or any
part thereof, except to install normal wall hangings. Tenant shall repair any damage resulting
from noncompliance under this rule.



14. Tenant shall store all its trash and garbage within the trash receptacles for the Building or
Property. Tenant shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and
refuse disposal shall be made in accordance with directions reasonably issued from time to time by
Landlord.



15. Other than as permitted elsewhere in the Lease, the Premises shall not be used for the storage
of merchandise held for sale to the general public, or for lodging of any kind. No cooking shall
be done or permitted by Tenant on the Premises, except that use by Tenant of Underwriters’
Laboratory-approved equipment for brewing coffee, tea, hot chocolate and similar beverages shall be
permitted and the use of a microwave shall be permitted, provided that such equipment and use is in
accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and
regulations.



16. Tenant shall not use in any space, elevators or stairwells of the Building, any hand trucks
except those equipped with rubber tires and side guards, or such other material-handling equipment
as Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building.



17. Tenant shall not use the name of the Building in connection with, or in promoting or
advertising, the business of Tenant, except for Tenant’s address.



18. Tenant agrees that it shall comply with all fire and security regulations that may be issued
from time to time by Landlord, and Tenant also shall provide Landlord with the name of a designated
responsible employee to represent Tenant in all matters pertaining to such fire or security
regulations. Tenant shall cooperate fully with Landlord in all matters concerning fire and other
emergency procedures.



19. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and
pilferage. Such responsibility shall include keeping doors locked and other means of entry to the
Premises closed.



20. Landlord reserves the right to make such other and reasonable non-discriminatory Rules and
Regulations as, in its judgment, may from time to time be needed for safety, security, care and
cleanliness of the Building or Property and for the preservation of good order therein. Tenant
agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and
regulations which are adopted.



21. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s
Parties.



22. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same
shall be affixed to the floor of the Premises in any manner except by a paste, or other material
which may easily be removed with water, the use of cement or other similar adhesive materials being
expressly prohibited. The method of affixing any such linoleum, tile, carpet or other similar
floor covering shall be subject to the approval of Landlord. The expense of repairing any damage
resulting from a violation of this rule shall be borne by Tenant.



23. Tenant shall not without Landlord’s consent, which may be given or withheld in Landlord’s sole
and absolute discretion, receive, store, discharge, or transport firearms, ammunition, or weapons
or explosives of any kind or nature at, on or from the Premises.



4



PARKING RULES AND REGULATIONS




In addition to any parking provisions contained in the Lease, the following rules and regulations
shall apply with respect to the use of the Property’s parking facilities.



1. Every parker is required to park and lock his/her own vehicle. All responsibility for damage to
or loss of vehicles is assumed by the parker and Landlord shall not be responsible for any such
damage or loss by water, fire, defective brakes, the act or omissions of others, theft, or for any
other cause.



2. Tenant shall not park or permit its employees to park in any parking areas designated by
Landlord as areas for parking by visitors to the Property. Tenant shall not leave vehicles in the
parking areas overnight nor park any vehicles in the parking areas other than automobiles,
motorcycles, motor driven or non-motor driven bicycles or four wheeled trucks.



3. Parking stickers or any other device or form of identification supplied by Landlord as a
condition of use of the parking facilities shall remain the property of Landlord. Such parking
identification device must be displayed as requested and may not be mutilated in any manner. The
serial number of the parking identification device may not be obliterated. Devices are not
transferable and any device in the possession of an unauthorized holder will be void.



4. No extended term storage of vehicles shall be permitted.



5. Vehicles must be parked entirely within painted stall lines of a single parking stall.



6. All directional signs and arrows must be observed.



7. The speed limit within all parking areas shall be five (5) miles per hour.



8. Parking is prohibited: (a) in areas not striped for parking; (b) in aisles; (c) where “no
parking” signs are posted; (d) on ramps; (e) in cross-hatched areas; and (f) in reserved spaces and
in such other areas as may be designated by Landlord or Landlord’s parking operator.



9. Loss or theft of parking identification devices, if any, must be reported to Landlord’s property
manager immediately, and a lost or stolen report must be filed by the Tenant or user of such
parking identification device at the time. Landlord has the right to exclude any vehicle from the
parking facilities that does not have an identification device.



10. Any parking identification devices reported lost or stolen found on any unauthorized car will
be confiscated and the illegal holder will be subject to prosecution.



11. Washing, waxing, cleaning or servicing of any vehicle in any area not specifically reserved for
such purpose is prohibited.



12. The parking operators, managers or attendants, if any, are not authorized to make or allow any
exceptions to these rules and regulations.



13. If the Lease terminates for any reason whatsoever or if Tenant’s right of possession of the
Premises is terminated after a Default, Tenant’s right to park in the parking facilities shall
terminate concurrently therewith.



14. Landlord reserves the right to modify and/or adopt such other reasonable and non-discriminatory
rules and regulations for the parking facilities as it deems necessary for the operation of the
parking facilities. Landlord may refuse to permit any person who violates these rules to park in
the parking facilities, and any violation of the rules shall subject the vehicle to removal, at
such vehicle owner’s expense.



15. Tenant shall not permit any parking by its employees, agents, subtenants, customers, invitees,
concessionaires or visitors on the streets surrounding the Premises in violation of any ordinances
or postings by any public authorities having jurisdiction.



16. Tenant’s parking spaces shall be used only for parking by vehicles no larger than normally
sized passenger automobiles, vans and sport utility vehicles. Tenant shall not permit or allow any
vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers,
customers or invitees to be loaded, unloaded, or parked in areas other than those designated by
Landlord for such activities. If Tenant permits or allows any of the prohibited activities
described herein, then Landlord shall have the right, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost thereof to Tenant,
which cost shall be payable by Tenant upon demand by Landlord.



EXHIBIT F




ESTOPPEL CERTIFICATE




The undersigned (“Tenant”) hereby certifies to (“Landlord”), and , as follows:



1. Attached hereto is a true, correct and complete copy of that certain Lease dated
     , between Landlord and Tenant (the “Lease”), for the premises commonly known as
     (the “Premises”). The Lease is now in full force and effect
and has not been amended, modified or supplemented, except as set forth in Section 6 below.



2. The term of the Lease commenced on       ,       .



3. The term of the Lease is currently scheduled to expire on       ,       .



4. Tenant has no option to renew or extend the Term of the Lease except: .



5. Tenant has no preferential right to purchase the Premises or any portion of the
Building/Premises except:       .



6. The Lease has: (Initial One)


(      ) not been amended, modified, supplemented, extended, renewed or assigned.


(      ) been amended, modified, supplemented, extended, renewed or assigned by the following
described agreements, copies of which are attached hereto: .



7. Tenant has accepted and is now in possession of the Premises and has not sublet, assigned or
encumbered the Lease, the Premises or any portion thereof except as follows: .



8. The current Monthly Base Rent is $     ; and current monthly parking charges are
$     .



9. The amount of security deposit (if any) is $     . No other security deposits have
been made.



10. All rental payments payable by Tenant have been paid in full as of the date hereof. No rent
under the Lease has been paid for more than thirty (30) days in advance of its due date.



11. All work required to be performed by Landlord under the Lease has been completed and has been
accepted by Tenant, and all tenant improvement allowances have been paid in full except
     .



12. As of the date hereof, Tenant is not aware of any defaults on the part of Landlord under the
Lease except       .



13. As of the date hereof, to the best of Tenant’s knowledge, there are no defaults on the part of
Tenant under the Lease.



14. To the best of Tenant’s knowledge, Tenant has no defense as to its obligations under the Lease
and claims no set-off or counterclaim against Landlord.



15. Tenant has no right to any concession (rental or otherwise) or similar compensation in
connection with renting the space it occupies, except as expressly provided in the Lease.



16. All insurance required of Tenant under the Lease has been provided by Tenant and all premiums
have been paid.



17. There has not been filed by or against Tenant a petition in bankruptcy, voluntary or otherwise,
any assignment for the benefit of creditors, any petition seeking reorganization or arrangement
under the bankruptcy laws of the United States or any state thereof, or any other action brought
pursuant to such bankruptcy laws with respect to Tenant.



18. Tenant pays rent due Landlord under the Lease to Landlord and does not have any knowledge of
any other person who has any right to such rents by collateral assignment or otherwise.



The foregoing certification is made with the knowledge that        is about
to [fund a loan to Landlord or purchase the Building from Landlord], and that
     is relying upon the representations herein made in [funding such loan
or purchasing the Building].



Notwithstanding anything to the contrary in this Estoppel Certificate, this Estoppel Certificate
will not in any way amend the terms of the Lease. If there are any conflicts between the terms of
the Estoppel Certificate and the Lease, the terms of the Lease will prevail; provided, however,
that as to all factual statements set forth herein with regard to: (i) the term commencement and
expiration dates, (ii) Tenant is occupying the Premises and has not assigned the lease or sublet
the Premises (except as otherwise set forth in the Estoppel Certificate), (iii) the amount of rent
payable and the date through which such amount has been paid, (iv) Landlord has completed its
original improvement obligations and has disbursed the allowances as required by the Lease (or not,
as the case may be), (v) the amount of the security deposit/letter of credit then being held by
Landlord, and (vi) no rental has been paid more than thirty (30) days in advance, such statements
shall be deemed to prevail in the event of a conflict between the terms of this Estoppel
Certificate and the terms of the Lease.



Dated:       ,       .




	 	 	 	“TENANT”






By:


Print Name:


Its:



EXHIBIT G




ENVIRONMENTAL QUESTIONNAIRE AND DISCLOSURE STATEMENT




The purpose of this form is to obtain information regarding the use or proposed use of hazardous
materials at the premises. Prospective tenants should answer the questions in light of their
proposed operations at the premises. Existing tenants should answer the questions as they relate
to ongoing operations at the premises and should update any information previously submitted. If
additional space is needed to answer the questions, you may attach separate sheets of paper to this
form.



Your cooperation in this matter is appreciated.



1. GENERAL INFORMATION



	 	 	 
	Name of Responding Company:

	 	

	 

	 	 
	Check the Applicable Status: Prospective Tenant       

Mailing Address:

	 	Existing Tenant      



	 

	 	 
	Contact Person and Title:

	 	

	 

	 	 
	Telephone Number: (      )      

Address of Leased Premises:

	 	



	 

	 	 
	Length of Term:

	 	

	 

	 	 







Describe the proposed operations to take place on the premises, including principal products
manufactured or services to be conducted. Existing tenants should describe any proposed
changes to ongoing operations.



2. STORAGE OF HAZARDOUS MATERIALS



	 	 	 	 	 	 	 	 	 
	 	2.1	 	 	Will any hazardous materials be used or stored on-site?

	 	 	 	 	Wastes

Chemical Products

	 	Yes       

Yes       
	 	No      

No      







Attach a list of any hazardous materials to be used or stored, the quantities that will be
on-site at any given time, and the location and method of storage (e.g., 55-gallon drums on
concrete pad).



3. STORAGE TANKS AND SUMPS




	 	3.1	 	Is any above or below ground storage of gasoline, diesel or other hazardous
substances in tanks or sumps proposed or currently conducted at the premises?






Yes        No       




If yes, describe the materials to be stored, and the type, size and construction of
the sump or tank. Attach copies of any permits obtained for the storage of such
substances.



	 	 	 	 	 
	3.2	 	Have any of the tanks or sumps been inspected or tested for leakage?
	
 
	 	Yes       
	 	No      






	 	 	 	 	 	 	 
	 	 	 	 	If so, attach the results.

	 	

	 	3.3	 	 	Have any spills or leaks occurred from such tanks or sumps?

	 	 	 	 	Yes       

	 	No      







If so, describe.



	 	 	 	 	 	 	 
	 	3.4	 	 	Were any regulatory agencies notified of the spill or leak?

	 	 	 	 	Yes       

	 	No      







If so, attach copies of any spill reports filed, any clearance letters or other
correspondence from regulatory agencies relating to the spill or leak.



	 	 	 	 	 
	3.5	 	Have any underground storage tanks or sumps been taken out of service or removed?
	
 
	 	Yes       
	 	No      







If yes, attach copies of any closure permits and clearance obtained from regulatory
agencies relating to closure and removal of such tanks.



4. SPILLS



	 	 	 	 	 	 	 
	 	4.1	 	 	During the past year, have any spills occurred at the premises?

	 	 	 	 	Yes       

	 	No      







If yes, please describe the location of the spill.



	 	 	 	 	 	 	 
	 	4.2	 	 	Were any agencies notified in connection with such spills?

	 	 	 	 	Yes       

	 	No      






	 	 	 	 	 	 	 
	 	 	 	 	If yes, attach copies of any spill reports or other correspondence with regulatory agencies.

	 	4.3	 	 	Were any clean-up actions undertaken in connection with the spills?

	 	 	 	 	Yes       

	 	No      







Attach copies of any clearance letters obtained from any regulatory agencies
involved and the results of any final soil or groundwater sampling done upon
completion of the clean-up work.



5. WASTE MANAGEMENT



	 	 	 	 	 	 	 
	 	5.1	 	 	Has your company been issued an EPA Hazardous Waste Generator I.D. Number?

	 	 	 	 	Yes       

	 	No      
	 	5.2	 	 	Has your company filed a biennial report as a hazardous waste generator?

	 	 	 	 	Yes       

	 	No      







If so, attach a copy of the most recent report filed.




	 	5.3	 	Attach a list of the hazardous wastes, if any, generated or to be generated at
the premises, its hazard class and the quantity generated on a monthly basis.






	 	5.4	 	Describe the method(s) of disposal for each waste. Indicate where and how
often disposal will take place.





	 	 	 
	     

     

     

     
	 	On-site treatment or recovery

Discharged to sewer

Transported and disposed of off-site

Incinerator








	 	5.5	 	Indicate the name of the person(s) responsible for maintaining copies of
hazardous waste manifests completed for off-site shipments of hazardous waste.






	 	5.6	 	Is any treatment of processing of hazardous wastes currently conducted or
proposed to be conducted at the premises:






Yes        No       




If yes, please describe any existing or proposed treatment methods.




	 	5.7	 	Attach copies of any hazardous waste permits or licenses issued to your company
with respect to its operations at the premises.





6. WASTEWATER TREATMENT/DISCHARGE



	 	 	 	 	 	 	 
	 	6.1	 	 	Do you discharge wastewater to:

	 	 	 	 	_____ storm drain?       sewer?

	 	 	 	 	_____ surface water?       no industrial discharge

	 	6.2	 	 	Is your wastewater treated before discharge?

	 	 	 	 	Yes       

	 	No      







If yes, describe the type of treatment conducted.




	 	6.3	 	Attach copies of any wastewater discharge permits issued to your company with
respect to its operations at the premises.





7. AIR DISCHARGES



	 	 	 	 	 
	7.1	 	Do you have any filtration systems or stacks that discharge into the air?
	
 
	 	Yes       
	 	No      







	 	7.2	 	Do you operate any of the following types of equipment or any other equipment
requiring an air emissions permit?





	 	 	 	 	 	 	 
	 	 	 	 	       Spray booth

       Dip tank

       Drying oven

       Incinerator

	 	







	 	 	 	 	       Other (please describe)

	 	 	 	 	 

	 	 	 	 	       No equipment requiring air permits

	 	7.3	 	 	Are air emissions from your operations monitored?

	 	 	 	 	Yes       

	 	No      







If so, indicate the frequency of monitoring and a description of the monitoring
results.




	 	7.4	 	Attach copies of any air emissions permits pertaining to your operations at the
premises.





8. HAZARDOUS MATERIALS DISCLOSURES




	 	8.1	 	Does your company handle hazardous materials in a quantity equal to or
exceeding an aggregate of 500 pounds, 55 gallons, or 200 cubic feet per month?






Yes        No       




	 	8.2	 	Has your company prepared a hazardous materials management plan pursuant to any
applicable requirements of a local fire department or governmental agency?






Yes        No       



	 	 	 	 	 	 	 
	 	 	 	 	If so, attach a copy of the business plan.

	 	

	 	8.3	 	 	Has your company adopted any voluntary environmental, health or safety program?

	 	 	 	 	Yes       

	 	No      







If so, attach a copy of the program.



9. ENFORCEMENT ACTIONS, COMPLAINTS




	 	9.1	 	Has your company ever been subject to any agency enforcement actions,
administrative orders, or consent decrees?






Yes        No       




If so, describe the actions and any continuing compliance obligations imposed as a
result of these actions.




	 	9.2	 	Has your company ever received requests for information, notice or demand
letters, or any other inquiries regarding its operations?






Yes        No       




	 	9.3	 	Have there ever been, or are there now pending, any lawsuits against the
company regarding any environmental or health and safety concerns?





	 	 	 	 	 	 	 
	 	 	 	 	Yes       

	 	No      
	 	9.4	 	 	Has an environmental audit ever been conducted at your company’s current facility?

	 	 	 	 	Yes       

	 	No      







If so, identify who conducted the audit and when it was conducted.



Tenant:


By:


Its:



EXHIBIT H




FORM OF LETTER OF CREDIT




[BANK LETTERHEAD]




________________, 20___




IRREVOCABLE, UNCONDITIONAL LETTER OF CREDIT NO.   



     


     


     



Gentlemen:



      , a        (“Bank”) [PLEASE PROVIDE NAME OF BANK], of
     ,        hereby issues its Irrevocable, Unconditional Letter of Credit in favor of
LBA REALTY FUND II-WBP VII, INC., an Arizona corporation, and/or its successors and assigns
(“Landlord”), for the account of HANSEN MEDICAL, INC., a Delaware corporation (“Tenant”) up to the
aggregate amount of Seven Hundred Fifty Thousand and No/100ths Dollars ($750,000.00) (US Dollars),
available at sight by the drafts of Landlord on the Bank. Drafts drawn on this Letter of Credit
will be honored when presented, accompanied only by a letter or certificate purportedly signed by a
representative of Landlord stating that Landlord is entitled to draw on this Letter of Credit under
the terms of the Standard Lease dated as of       , 20      , between Landlord and Tenant.
Multiple and partial draws shall be permitted hereunder. This Letter of Credit is transferable in
whole or in part. The Bank shall look solely to Tenant for payment of any fee for such transfer.
Such payment is not a condition to transfer.



The Bank shall be entitled (and required) to rely upon the statements contained in the
above-described letter or certificate and will have no obligation to verify the truth of any
statements set forth therein.



The Bank hereby agrees with drawers, endorsers, and bona fide holders of this Letter of Credit
that all drafts drawn by reason of this Letter of Credit and in accordance with the above
conditions, will meet with due honor when presented at the office of the Bank in      
County, California.



The obligations of the Bank shall not be subject to any claim or defense by reason of the
invalidity, illegality, or inability to enforce any of the agreements set forth in the Lease.



This Letter of Credit is subject to the International Standby Practices–ISP98, International
Chamber of Commerce Publication 590 when not in conflict with the express terms of this Letter of
Credit.



This Letter of Credit shall terminate at 3:00 p.m. Pacific Standard Time on
     [Insert date 120 days following scheduled expiration of the Term / OR, if
Letter of Credit will be automatically renewed annually, insert date one year after date of Letter
of Credit and add: This Letter of Credit shall be deemed automatically extended without
amendment(s) for successive period(s) of one year each from its current or any future expiration
date(s) but in any event not beyond        [Insert date 120 days following
scheduled expiration of Term] which shall be the final expiration date of this Letter of Credit,
unless, at least 60 days prior to the then current expiration date, we notify you in writing by
certified mail, return receipt requested, at the following address (or at such other address as you
may specify by written notice to us), that this Letter of Credit will not be extended beyond the
current expiration date; provided, that our obligation to make any payment hereunder in respect of
a drawing request made prior to the expiry hereof shall continue until payment is made:




     


     


     



Amounts drawn upon this Letter of Credit are to be endorsed on the reverse side of this Letter
of Credit by the negotiating bank.




By:

Name:

Title:




EXTENSION OPTION




RIDER NO. 1 TO LEASE




This Rider No. 1 is made and entered into by and between LBA REALTY FUND II-WBP VII, INC., an
Arizona corporation (“Landlord”), and HANSEN MEDICAL, INC., a Delaware corporation (“Tenant”), as
of the day and year of the Lease between Landlord and Tenant to which this Rider is attached.
Landlord and Tenant hereby agree that, notwithstanding anything contained in the Lease to the
contrary, the provisions set forth below shall be deemed to be part of the Lease and shall
supersede any inconsistent provisions of the Lease. All references in the Lease and in this Rider
to the “Lease” shall be construed to mean the Lease (and all Exhibits and Riders attached thereto),
as amended and supplemented by this Rider. All capitalized terms not defined in this Rider shall
have the same meaning as set forth in the Lease.



1. Landlord hereby grants to Tenant one (1) option (the “Extension Option”) to extend the Term
of the Lease for one (1) additional period of five (5) years (the “Option Term”), on the same
terms, covenants and conditions as provided for in the Lease during the initial Term, except for
the Monthly Base Rent, which shall initially be equal to the “fair market rental rate” for the
Premises for the Option Term as defined and determined in accordance with the provisions of the
Fair Market Rental Rate Rider attached to the Lease as Rider No. 2, subject to fair market annual
rent adjustments during the Option Term.



2. An Extension Option must be exercised, if at all, by written notice (“Extension Notice”)
delivered by Tenant to Landlord no sooner than that date which is twelve (12) months and no later
than that date which is eight (8) months prior to the expiration of the then current Term of the
Lease. Provided Tenant has properly and timely exercised the Extension Option, the then current
Term of the Lease shall be extended by the Option Term, and all terms, covenants and conditions of
the Lease shall remain unmodified and in full force and effect, except that the Monthly Base Rent
shall be as set forth above, and except that the number of remaining Extension Options (if any)
shall be reduced by one.



FAIR MARKET RENTAL RATE




RIDER NO. 2 TO LEASE




This Rider No. 2 is made and entered into by and between LBA REALTY FUND II-WBP VII, INC., an
Arizona corporation (“Landlord”), and HANSEN MEDICAL, INC., a Delaware corporation (“Tenant”), as
of the day and year of the Lease between Landlord and Tenant to which this Rider is attached.
Landlord and Tenant hereby agree that, notwithstanding anything contained in the Lease to the
contrary, the provisions set forth below shall be deemed to be part of the Lease and shall
supersede any inconsistent provisions of the Lease. All references in the Lease and in this Rider
to the “Lease” shall be construed to mean the Lease (and all Exhibits and Riders attached thereto),
as amended and supplemented by this Rider. All capitalized terms not defined in this Rider shall
have the same meaning as set forth in the Lease.



1. The term “fair market rental rate” as used in this Rider and any Rider attached to the
Lease means the annual amount per square foot, projected for each year of the Option Term
(including annual adjustments), that a willing, non-equity tenant (excluding sublease and
assignment transactions) would pay, and a willing landlord of a comparable quality building located
in the Int’l Business Park, California area would accept, in an arm’s length transaction (what
Landlord is accepting in then current transactions for the Building may be used for purposes of
projecting rent for the Option Term), for space of comparable size, quality and floor height as the
Premises, taking into account the age, quality and layout of the existing improvements in the
Premises, and taking into account items that professional real estate brokers or professional real
estate appraisers customarily consider, including, but not limited to, rental rates, space
availability, tenant size, tenant improvement allowances, parking charges and any other lease
considerations, if any, then being charged or granted by Landlord or the lessors of such similar
buildings. All economic terms other than Monthly Base Rent, such as tenant improvement allowance
amounts, if any, operating expense allowances, parking charges, etc., will be established by
Landlord and will be factored into the determination of the fair market rental rate for the Option
Term. Accordingly, the fair market rental rate will be an effective rate, not specifically
including, but accounting for, the appropriate economic considerations described above.



2. Landlord shall provide written notice of Landlord’s determination of the fair market rental
rate not later than sixty (60) days after the last day upon which Tenant may timely exercise the
right giving rise to the necessity for such fair market rental rate determination. Tenant shall
have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the fair
market rental rate within which to accept such fair market rental rate or to reasonably object
thereto in writing. Failure of Tenant to so object to the fair market rental rate submitted by
Landlord in writing within Tenant’s Review Period shall conclusively be deemed Tenant’s approval
and acceptance thereof. If within Tenant’s Review Period Tenant reasonably objects to or is deemed
to have disapproved the fair market rental rate submitted by Landlord, Landlord and Tenant will
meet together with their respective legal counsel to present and discuss their individual
determinations of the fair market rental rate for the Premises under the parameters set forth in
Paragraph 1 above and shall diligently and in good faith attempt to negotiate a rental rate on the
basis of such individual determinations. Such meeting shall occur no later than ten (10) business
days after the expiration of Tenant’s Review Period. The parties shall each provide the other with
such supporting information and documentation as they deem appropriate. At such meeting if
Landlord and Tenant are unable to agree upon the fair market rental rate, they shall each submit to
the other their respective best and final offer as to the fair market rental rate. If Landlord and
Tenant fail to reach agreement on such fair market rental rate within five (5) business days
following such a meeting (the “Outside Agreement Date”), each party’s determination shall be
submitted to appraisal in accordance with the provisions of Section 3 below.



3. (a)  Landlord and Tenant shall each appoint one (1) independent appraiser who shall by
profession be an M.A.I. certified real estate appraiser or real estate broker who shall have been
active over the five (5) year period ending on the date of such appointment in the appraiser and/or
leasing of commercial (including office) properties in the San Jose, California. The determination
of the appraisers shall be limited solely to the issue of whether Landlord’s or Tenant’s last
proposed (as of the Outside Agreement Date) best and final fair market rental rate for the Premises
is the closest to the actual fair market rental rate for the Premises as determined by the
appraisers, taking into account the requirements specified in Section 1 above. Each such appraiser
shall be appointed within ten (10) business days after the Outside Agreement Date.



(b) The two (2) appraisers so appointed shall within ten (10) business days after the date of
the appointment of the last appointed appraiser agree upon and appoint a third appraiser who shall
be qualified under the same criteria set forth hereinabove for qualification of the initial two (2)
appraisers.



(c) The three (3) appraisers shall within ten (10) business days after the appointment of the
third appraiser reach a decision as to whether the parties shall use Landlord’s or Tenant’s
submitted best and final fair market rental rate, and shall notify Landlord and Tenant thereof.
During such ten (10) business day period, Landlord and Tenant may submit to the appraisers such
information and documentation to support their respective positions as they shall deem reasonably
relevant and Landlord and Tenant may each appear before the appraisers jointly to question and
respond to questions from the appraisers.



(d) The decision of the majority of the three (3) appraisers shall be binding upon Landlord
and Tenant and neither party shall have the right to reject the decision or to undo the exercise of
the applicable Option. If either Landlord or Tenant fails to appoint an appraiser within the time
period specified in Section 3(a) hereinabove, the appraiser appointed by one of them shall within
ten (10) business days following the date on which the party failing to appoint an appraiser could
have last appointed such appraiser reach a decision based upon the same procedures as set forth
above (i.e., by selecting either Landlord’s or Tenant’s submitted best and final fair market rental
rate), and shall notify Landlord and Tenant thereof, and such appraiser’s decision shall be binding
upon Landlord and Tenant and neither party shall have the right to reject the decision or to undo
the exercise of the applicable Option.



(e) If the two (2) appraisers fail to agree upon and appoint a third appraiser, either party,
upon ten (10) days written notice to the other party, can apply to the Presiding Judge of the
Superior Court of Santa Clara County to appoint a third appraiser meeting the qualifications set
forth herein. The third appraiser, however, selected shall be a person who has not previously
acted in any capacity for either party.



(f) The cost of each party’s appraiser shall be the responsibility of the party selecting such
appraiser, and the cost of the third appraiser (or arbitration, if necessary) shall be shared
equally by Landlord and Tenant.



(g) If the process described hereinabove has not resulted in a selection of either Landlord’s
or Tenant’s submitted best and final fair market rental rate by the commencement of the applicable
Option Term, then Tenant shall continue to pay the Monthly Base Rent in effect as of the last month
of the Lease until the appraiser(s) reach a decision, with an appropriate rental credit and other
adjustments for any under or overpayments of Monthly Base Rent or other amounts. The parties shall
enter into an amendment to this Lease confirming the terms of the decision.




5