exv10w1






Exhibit 10.1




OFFICE LEASE




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



Between




CA-METRO CENTER LIMITED PARTNERSHIP, a Delaware limited partnership




as Landlord,



and




QUINSTREET, INC., a Delaware corporation



as Tenant



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OFFICE LEASE




     This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is
made by and between CA-METRO CENTER LIMITED PARTNERSHIP, a Delaware limited partnership
(“Landlord”), and QUINSTREET, INC., a Delaware corporation (“Tenant”). The following exhibits are
incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit
A-1 (Outline of Reserved Parking Space); Exhibit B (Work Letter); Exhibit C
(Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E
(Judicial Reference); Exhibit F (Additional Provisions); Exhibit G (Asbestos
Notification); Exhibit H (Outdoor Patios); Exhibit I (Letter of Credit);
Exhibit J (Suite 700 Offering Space); Exhibit K (Suite 730 Offering Space);
Exhibit L (Suite 750 Offering Space); Exhibit M (Suite 770 Offering Space);
Exhibit N (Suite 780 Offering Space); Exhibit O (Suite 790 Offering Space);
Exhibit P (Suite 800 Offering Space); Exhibit Q (Suite 870 Offering Space); and
Exhibit R (Suite 888 Offering Space).



1 BASIC LEASE INFORMATION




	 	 	 	 	 	 	 	 	 

	1.1

	 	Date:
	 	 	 	February 25, 2010
	 
	 	 	 	 	 	 	 	 
	1.2	 	Premises.	 	 
	 

	 	 	1.2.1	 	 	“Building”:
	 	950 Tower Lane, Foster City,
California, commonly known as
Metro Center Tower.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.2.2	 	 	“Premises”:
	 	Subject to Section 2.1.1, 63,998
rentable square feet of space
located on the 4th,
5th, and
6th floors of the
Building and described as: (i)
Suite 400 consisting of
approximately 10,011 rentable
square feet; (ii) Suite 450
consisting of approximately
9,431 rentable square feet;
(iii) Suite 500 consisting of
approximately 21,958 rentable
square feet; and (iv) Suite 600
consisting of approximately
22,598 rentable square feet, the
outline and location of which is
set forth in Exhibit A. If the
Premises includes any floor in
its entirety, all corridors and
restroom facilities located on
such floor shall be considered
part of the Premises.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.2.3	 	 	“Property”:
	 	The Building, the parcel(s) of
land upon which it is located,
and, at Landlord’s discretion,
any parking facilities and other
improvements serving the
Building and the parcel(s) of
land upon which such parking
facilities and other
improvements are located.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.2.4	 	 	“Project”:
	 	The Property or, at Landlord’s
discretion, any project
containing the Property and any
other land, buildings or other
improvements.
	 
	 	 	 	 	 	 	 	 
	1.3

	 	Term
	 	 	 	 
	 

	 	 	1.3.1	 	 	Term:
	 	The term of this Lease (the
“Term”) shall commence on the
Commencement Date and end on the
Expiration Date (or any earlier
date on which this Lease is
terminated as provided herein).
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.3.2	 	 	“Commencement Date”:
	 	November 1, 2010; provided,
however, that if Landlord fails
to deliver the Premises to
Tenant pursuant to this Lease on
or before such date as a result
of any holdover or unlawful
possession by another party or
otherwise, the Commencement Date
shall be the date on which
Landlord delivers possession of
the Premises to Tenant pursuant
to this Lease free from
occupancy by any party.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	1.3.3	 	 	“Expiration Date”:
	 	The last day of the 96th full
calendar month commencing on or
after the Commencement Date.






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	1.4	 	“Base Rent”:





	 	 	 	 	 	 	 
	 	 	 	 	Monthly Base Rent	 	 
	 	 	 	 	Per Rentable Square	 	 
	 	 	Annual Base Rent	 	Foot (rounded to	 	Monthly
	Period During	 	Per Rentable Square	 	the nearest 100th	 	Installment
	Term	 	Foot	 	of a dollar)	 	of Base Rent
	Commencement Date
	 	$30.00	 	$2.50	 	$159,995.00
	through last day of
12th full calendar
month of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	13th through 24th
	 	$22.20	 	$1.85	 	$118,396.30
	full calendar
months of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	25th through 36th
	 	$34.20	 	$2.85	 	$182,394.30
	full calendar
months of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	37th through 48th
	 	$35.40	 	$2.95	 	$188,794.10
	full calendar
months of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	49th through 60th
	 	$36.60	 	$3.05	 	$195,193.90
	full calendar
months of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	61st through 72nd
	 	$37.80	 	$3.15	 	$201,593.70
	full calendar
months of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	73rd through 84th
	 	$39.00	 	$3.25	 	$207,993.50
	full calendar
months of Term
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	85th full calendar
	 	$40.20	 	$3.35	 	$214,393.30
	month of Term
through Expiration
Date
	 	 	 	 	 	 







	 	 	Notwithstanding the foregoing, so long as no Default (defined in Section 19.1)
exists, Tenant shall be entitled to an abatement of Base Rent, in the amount of $159,995.00
per month, for the first 12 full calendar months of the Term.





	 	 	 	 	 

	1.5

	 	“Base Year” for Expenses:
	 	Calendar year 2011.
	 
	 	 	 	 
	 

	 	“Base Year” for Taxes:
	 	Calendar year 2011.
	 
	 	 	 	 
	1.6

	 	“Tenant’s Share”:
	 	15.8793% (based upon a total of 403,029 rentable square
feet in the Building), subject to Section 2.1.1.
	 
	 	 	 	 
	1.7

	 	“Permitted Use”:
	 	General office use consistent with a first-class office
building; provided that in no event shall the Premises,
or any portion of the Premises, be used for the
operation of an eye surgery center and/or a laser eye
surgery center nor a hair salon.
	 
	 	 	 	 
	1.8.

	 	“Security Deposit”:
	 	None.
	 
	 	 	 	 
	 

	 	Prepaid Base Rent:
	 	$118,396.30, as more particularly described in Section 3.
	 
	 	 	 	 
	1.9

	 	Parking:
	 	211 unreserved parking spaces, at the rate of $0 per
space per month. If additional rentable square feet are
added to the Premises pursuant to Section 9 of Exhibit F
hereto, the number of unreserved parking spaces set
forth above shall increase by an amount equal to 3.2
unreserved parking spaces for every 1,000 rentable
square feet of such additional space.
	 
	 	 	 	 
	 

	 	 	 	One (1) reserved parking space, at the rate of $0 per
space per month.






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	1.10

	 	Address of Tenant:
	 	Before the Commencement Date:
	 
	 	 	 	 
	 

	 	 	 	Quinstreet, Inc. 


1051 Hillsdale Blvd., 8th Floor 


Foster City, CA 94404


Attn: CFO 




With a copy to:




	 

	 	 	 	Cooley Godward Kronish LLP 


101 California Street, 5th Floor 


San Francisco, CA 94111


Attn: Anna B. Pope, Esq.




From and after the Commencement Date: the Premises.
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Cooley Godward Kronish LLP 


101 California Street, 5th Floor 


San Francisco, CA 94111


Attn: Anna B. Pope, Esq.
	 
	 	 	 	 
	1.11

	 	Address of Landlord:
	 	Equity Office 


2655 Campus Drive 


Suite 100


San Mateo, California 94403


Attn: Building manager 




with copies to:
	 
	 	 	 	 
	 

	 	 	 	Equity Office 


2655 Campus Drive 


Suite 100


San Mateo, California 94403


Attn: Managing Counsel 




and
	 
	 	 	 	 
	 

	 	 	 	Equity Office 

Two North Riverside Plaza 


Suite 2100


Chicago, IL 60606


Attn: Lease Administration
	 
	 	 	 	 
	1.12

	 	Broker(s):
	 	Colliers Parrish International (“Tenant’s Broker”),
representing Tenant, and NaiBT Commercial (“Landlord’s
Broker”), representing Landlord.
	 
	 	 	 	 
	1.13

	 	Building Hours and Holidays:
	 	“Building Hours” mean 7:00 a.m. to 6:00
p.m., Monday through Friday, excluding the
day of observation of New Year’s Day, Presidents Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, Christmas Day, and, at Landlord’s discretion, any
other locally or nationally recognized holiday that is
observed by other buildings comparable to and in the
vicinity of the Building (collectively, “Holidays”).
	 
	 	 	 	 
	1.14

	 	“Transfer Radius”:
	 	None.
	 
	 	 	 	 
	1.15

	 	“Tenant Improvements”:
	 	Defined in Exhibit B, if any.
	 
	 	 	 	 
	1.16

	 	“Guarantor”:
	 	As of the date hereof, there is no Guarantor.
	 
	 	 	 	 
	1.17

	 	“Letter of Credit”:
	 	$500,000.00, as more fully described in Section 4 of
Exhibit F.






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2 PREMISES AND COMMON AREAS.




     2.1 The Premises.


          2.1.1 Subject to the terms hereof, Landlord hereby leases the Premises to Tenant and Tenant
hereby leases the Premises from Landlord. Landlord and Tenant acknowledge that the rentable square
footage of the Premises is as set forth in Section 1.2.2 and the rentable square footage of
the Building is as set forth in Section 1.6. At any time Landlord may deliver to Tenant a
notice substantially in the form of Exhibit C, as a confirmation of the information set
forth therein. Tenant shall execute and return (or, by notice to Landlord, reasonably object to)
such notice within ten (10) days after receiving it, and if Tenant fails to do so, Tenant shall be
deemed to have executed and returned it without exception.


          2.1.2 Except as expressly provided in this Lease, the Premises is accepted by Tenant in its
condition and configuration existing on the date hereof, without any obligation of Landlord to
perform or pay for any alterations to the Premises, and without any representation or warranty
regarding the condition of the Premises, the Building or the Project or their suitability for
Tenant’s business. By taking possession of the Premises pursuant to this Lease, Tenant
acknowledges that the Premises and the Building are then in the condition and configuration
required hereunder.



     2.2 Common Areas. Tenant may use, in common with Landlord and other parties and
subject to the Rules and Regulations (defined in Exhibit D), any portions of the Property
that are designated from time to time by Landlord for such use (the “Common Areas”).



3 RENT. Tenant shall pay all Base Rent and Additional Rent (defined below) (collectively, “Rent”)
to Landlord or Landlord’s agent, without prior notice or demand or any setoff or deduction, at the
place Landlord may designate from time to time. As used herein, “Additional Rent” means all
amounts, other than Base Rent, that Tenant is required to pay Landlord hereunder. Monthly payments
of Base Rent and monthly payments of Additional Rent for Expenses (defined in Section
4.2.2), Taxes (defined in Section 4.2.3) and parking (collectively, “Monthly Rent”)
shall be paid in advance on or before the first day of each calendar month during the Term;
provided, however, that the installment of Base Rent for the first full calendar month for which
Base Rent is payable hereunder shall be paid upon Tenant’s execution and delivery hereof. Except
as otherwise provided herein, all other items of Additional Rent shall be paid within 30 days after
Landlord’s request for payment. Rent for any partial calendar month shall be prorated based on the
actual number of days in such month. Without limiting Landlord’s other rights or remedies, (a) if
any installment of Rent is not received by Landlord or its designee within five (5) business days
after its due date, Tenant shall pay Landlord a late charge equal to 5% of the overdue amount; and
(b) any Rent that is not paid within 10 days after its due date shall bear interest, from its due
date until paid, at the lesser of 10% per annum or the highest rate permitted by Law (defined in
Section 5). Tenant’s covenant to pay Rent is independent of every other covenant herein.




4 EXPENSES AND TAXES.




     4.1 General Terms. In addition to Base Rent, Tenant shall pay, in accordance with
Section 4.4, for each Expense Year (defined in Section 4.2.1), an amount equal to
the sum of (a) Tenant’s Share of any amount (the “Expense Excess”) by which Expenses for such
Expense Year exceed Expenses for the Base Year, plus (b) Tenant’s Share of any amount (the “Tax
Excess”) by which Taxes for such Expense Year exceed Taxes for the Base Year. No decrease in
Expenses or Taxes for any Expense Year below the corresponding amount for the Base Year shall
entitle Tenant to any decrease in Base Rent or any credit against amounts due hereunder. Tenant’s
Share of the Expense Excess and Tenant’s Share of the Tax Excess for any partial Expense Year shall
be prorated based on the number of days in such Expense Year.



     4.2 Definitions. As used herein, the following terms have the following meanings:


          4.2.1 “Expense Year” means each calendar year, other than the Base Year, in which any portion
of the Term occurs.


          4.2.2 “Expenses” means all expenses, costs and amounts that Landlord pays or accrues during
the Base Year or any Expense Year because of or in connection with the ownership, management,
maintenance, security, repair, replacement, restoration or operation of the Property. Landlord
shall act in a reasonable manner in incurring Expenses. Expenses shall include (i) the cost of
supplying all utilities, the cost of operating, repairing, maintaining and renovating the utility,
telephone, mechanical, sanitary, storm-drainage, and elevator systems, and the cost of maintenance
and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and
inspections, the cost of contesting any Laws that may affect Expenses, and the costs of complying
with any governmentally-mandated transportation-management or similar program; (iii) the cost of
all insurance premiums and deductibles; (iv) the cost of landscaping and relamping; (v) the cost of
parking-area operation, repair, restoration, and maintenance; (vi) fees and other costs, including
management and/or incentive fees, consulting fees, legal fees and accounting fees, of all
contractors and consultants in connection with the management, operation, maintenance and repair of
the Property; (vii) payments under any equipment-rental agreements and the
fair rental value of any management office space; (viii) wages, salaries and other
compensation, expenses


4









 







and benefits, including taxes levied thereon, of all persons engaged in the
operation, maintenance and security of the Property, and costs of training, uniforms, and employee
enrichment for such persons; (ix) the costs of operation, repair, maintenance and replacement of
all systems and equipment (and components thereof) of the Property; (x) the cost of janitorial,
alarm, security and other services, replacement of wall and floor coverings, ceiling tiles and
fixtures in Common Areas, maintenance and replacement of curbs and walkways, repair to roofs and
re-roofing; (xi) rental or acquisition costs of supplies, tools, equipment, materials and personal
property used in the maintenance, operation and repair of the Property; (xii) the cost of capital
improvements or any other items that are (A) intended to effect economies in the operation or
maintenance of the Property, reduce current or future Expenses, enhance the safety or security of
the Property or its occupants, or enhance the environmental sustainability of the Property’s
operations, (B) replacements or modifications of nonstructural items located in the Base Building
(defined in Section 7) or Common Areas that are required to keep the Base Building or
Common Areas in good condition, or (C) required under any Law; (xiii) the cost of tenant-relation
programs reasonably established by Landlord; (xiv) payments under any existing or future reciprocal
easement agreement, transportation management agreement, cost-sharing agreement or other covenant,
condition, restriction or similar instrument affecting the Property; and (xv) any fees or other
charges (other than taxes) imposed by any governmental or quasi-governmental agency in connection
with the Parking Facility.




     Notwithstanding the foregoing, Expenses shall not include: (a) capital expenditures not
described in clauses (xi) or (xii) above (in addition, any capital expenditure shall be included in
Expenses only if paid or accrued after the Base Year and shall be amortized (including actual or
imputed interest on the amortized cost) over the lesser of (i) the useful life of the applicable
item, as reasonably determined by Landlord, or (ii) the period of time that Landlord reasonably
estimates will be required for any cost savings resulting from such item to equal the cost of such
item); (b) depreciation; (c) principal payments of mortgage or other non-operating debts of
Landlord; (d) costs of repairs to the extent Landlord is reimbursed by insurance or condemnation
proceeds; (e) except as provided in clause (xiii) above, costs of leasing space in the Building,
including brokerage commissions, lease concessions, rental abatements and construction allowances
granted to specific tenants; (f) costs of selling, financing or refinancing the Building; (g)
fines, penalties or interest resulting from late payment of Taxes or Expenses; (h) organizational
expenses of creating or operating the entity that constitutes Landlord; (i) damages paid to Tenant
hereunder or to other tenants of the Building under their respective leases; (j) amounts (other
than management fees) paid to Landlord’s affiliates for services, but only to the extent such
amounts exceed the prices charged for such services by parties having similar skill and experience;
(k) fines or penalties resulting from any violations of Law, negligence or willful misconduct of
Landlord or its employees, agents or contractors; (l) advertising and promotional expenses; (m)
Landlord’s charitable and political contributions; (n) ground lease rental; (o) attorney’s fees and
other expenses incurred in connection with negotiations or disputes with tenants or other occupants
of the Building; (p) costs of services or benefits made available to other tenants of the Building
but not to Tenant; (q) costs of purchasing or leasing major sculptures, paintings or other artwork
(as opposed to decorations purchased or leased by Landlord for display in the Common Areas of the
Building); (r) any expense for which Landlord has received actual reimbursement (other than from a
tenant of the Building pursuant to its lease); (s) costs of curing defects in design or original
construction of the Property; (t) costs that Landlord is entitled to recover under a warranty,
except to the extent it would not be fiscally prudent to pursue legal action to recover such costs;
(u) reserves; (v) bad debt expenses; (w) wages, salaries, fees or fringe benefits (“Labor Costs”)
paid to executive personnel or officers or partners of Landlord (provided, however, that if such
individuals provide services directly related to the operation, maintenance or ownership of the
Property that, if provided directly by a general manager or property manager or his or her general
support staff, would normally be chargeable as an operating expense of a comparable office
building, then the Labor Costs of such individuals may be included in Expenses to the extent of the
percentage of their time that is spent providing such services to the Property) or (x) costs of
cleaning up Hazardous Materials, except for routine cleanup performed as part of the ordinary
operation and maintenance of the Property (as used herein, “Hazardous Materials” means any material
now or hereafter defined or regulated by any Law or governmental authority as radioactive, toxic,
hazardous, or waste, or a chemical known to the state of California to cause cancer or reproductive
toxicity, including (1) petroleum and any of its constituents or byproducts, (2) radioactive
materials, (3) asbestos in any form or condition, and (4) materials regulated by any of the
following, as amended from time to time, and any rules promulgated thereunder: the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§9601 et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq.; the Toxic Substances Control
Act, 15 U.S.C. §§2601, et seq.; the Clean Water Act, 33 U.S.C. §§1251 et seq; the Clean Air Act, 42
U.S.C. §§7401 et seq.;The California Health and Safety Code; The California Water Code; The
California Labor Code; The California Public Resources Code; and The California Fish and Game
Code.).



     If, in the Base Year or any Expense Year, the Property is not 100% occupied (or a service
provided by Landlord to tenants of the Building generally is not provided by Landlord to a tenant
that provides such service itself, or any tenant of the Building is entitled to free rent, rent
abatement or the like), Expenses for such year shall be determined as if the Property had been 100%
occupied (and all services provided by Landlord to tenants of the Building generally had been
provided by Landlord to all



5









 





tenants, and no tenant of the Building had been entitled to free rent, rent abatement or the
like) throughout such year. Notwithstanding any contrary provision hereof, Expenses for the Base
Year shall exclude (a) any market-wide cost increases resulting from extraordinary circumstances,
including Force Majeure (defined in Section 25.2), boycotts, strikes, conservation
surcharges, embargoes or shortages, and (b) at Landlord’s option, the cost of any repair or
replacement resulting from extraordinary circumstances.




     Landlord shall keep its books and records relating to Expenses in accordance with generally
accepted accounting principles, consistently applied.


          4.2.3 “Taxes” means all federal, state, county or local governmental or municipal taxes, fees,
charges, assessments, levies, licenses or other impositions, whether general, special, ordinary or
extraordinary, that are paid or accrued during the Base Year or any Expense Year (without regard to
any different fiscal year used by such governmental or municipal authority) because of or in
connection with the ownership, leasing or operation of the Property. Taxes shall include (a) real
estate taxes; (b) general and special assessments; (c) transit taxes; (d) leasehold taxes; (e)
personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems,
appurtenances, furniture and other personal property used in connection with the Property; (f) any
tax on the rent, right to rent or other income from any portion of the Property or as against the
business of leasing any portion of the Property; (g) any assessment, tax, fee, levy or charge
imposed by any governmental agency, or by any non-governmental entity pursuant to any private
cost-sharing agreement, in order to fund the provision or enhancement of any fire-protection,
street-, sidewalk- or road-maintenance, refuse-removal or other service that is (or, before the
enactment of Proposition 13, was) normally provided by governmental agencies to property owners or
occupants without charge (other than through real property taxes); (h) any assessment, tax, fee,
levy or charge allocable or measured by the area of the Premises or by the Rent payable hereunder,
including any business, gross income, gross receipts, sales or excise tax with respect to the
receipt of such Rent and (i) any taxes imposed by any governmental or quasi-governmental agency in
connection with the Parking Facility. Any costs and expenses (including reasonable attorneys’ and
consultants’ fees) incurred in attempting to protest, reduce or minimize Taxes shall be included in
Taxes for the year in which they are incurred. Notwithstanding any contrary provision hereof,
Taxes shall be determined without regard to any “green building” credit and shall exclude (i) all
excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession
taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to
Landlord’s general or net income (as opposed to rents, receipts or income attributable to
operations at the Property), (ii) any Expenses, and (iii) any items required to be paid by Tenant
under Section 4.5.



     4.3 Allocation. Landlord, in its reasonable discretion, may equitably allocate
Expenses among office, retail or other portions or occupants of the Property. If Landlord incurs
Expenses or Taxes for the Property together with another property, Landlord, in its reasonable
discretion, shall equitably allocate such shared amounts between the Property and such other
property.



     4.4 Calculation and Payment of Expense Excess and Tax Excess.


          4.4.1 Statement of Actual Expenses and Taxes; Payment by Tenant. Landlord shall give
to Tenant, after the end of each Expense Year, a statement (the “Statement”) setting forth the
actual Expenses, Taxes, Expense Excess and Tax Excess for such Expense Year. If the amount paid by
Tenant for such Expense Year pursuant to Section 4.4.2 is less or more than the sum of
Tenant’s Share of the actual Expense Excess plus Tenant’s Share of the actual Tax Excess (as such
amounts are set forth in such Statement), Tenant shall pay Landlord the amount of such
underpayment, or receive a credit in the amount of such overpayment, with or against the Rent then
or next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant
has vacated the Premises, Tenant shall pay Landlord the amount of such underpayment, or Landlord
shall pay Tenant the amount of such overpayment (less any Rent due), within 30 days after delivery
of such Statement. Landlord shall use reasonable efforts to deliver the Statement on or before
June 1 of the calendar year immediately following the Expense Year to which it applies. Any
failure of Landlord to timely deliver the Statement for any Expense Year shall not diminish either
party’s rights under this Section 4.


          4.4.2 Statement of Estimated Expenses and Taxes. Landlord shall give to Tenant, for
each Expense Year, a statement (the “Estimate Statement”) setting forth Landlord’s reasonable
estimates of the Expenses, Taxes, Expense Excess (the “Estimated Expense Excess”) and Tax Excess
(the “Estimated Tax Excess”) for such Expense Year. Upon receiving an Estimate Statement, Tenant
shall pay, with its next installment of Base Rent, an amount equal to the excess of (a) the amount
obtained by multiplying (i) the sum of Tenant’s Share of the Estimated Expense Excess plus Tenant’s
Share of the Estimated Tax Excess (as such amounts are set forth in such Estimate Statement), by
(ii) a fraction, the numerator of which is the number of months that have elapsed in the applicable
Expense Year (including the month of such payment) and the denominator of which is 12, over (b) any
amount previously paid by Tenant for such Expense Year pursuant to this Section 4.4.2 (the
“Catch-up Payment”). Notwithstanding the foregoing, if an Estimated Statement is delivered with
respect to a particular Expense Year after April 1 of such year, and the amount of the Catch-up
Payment exceeds $10,000.00, then the Tenant shall be entitled to pay such Catch-up Payment in equal
monthly installments over the shorter



6









 








period of (x) six (6) months and (y) the remainder of the Lease Term. Until Landlord delivers
a new Estimate Statement, Tenant shall pay monthly, with the monthly Base Rent installments, an
amount equal to one-twelfth (1/12) of the sum of Tenant’s Share of the Estimated Expense Excess
plus Tenant’s Share of the Estimated Tax Excess, as such amounts are set forth in the previous
Estimate Statement. Landlord shall use reasonable efforts to deliver an Estimate Statement for
each Expense Year on or before January 1 of such Expense Year. Any failure of Landlord to timely
deliver any Estimate Statement shall not diminish Landlord’s rights to receive payments and revise
any previous Estimate Statement under this Section 4.



          4.4.3 Retroactive Adjustment of Taxes. Notwithstanding any contrary provision hereof,
if, after Landlord’s delivery of any Statement, an increase or decrease in Taxes occurs for the
applicable Expense Year or for the Base Year (whether by reason of reassessment, error, or
otherwise), Taxes for such Expense Year or the Base Year, as the case may be, and the Tax Excess
for such Expense Year shall be retroactively adjusted. If, as a result of such adjustment, it is
determined that Tenant has under- or overpaid Tenant’s Share of such Tax Excess, Tenant shall pay
Landlord the amount of such underpayment, or receive a credit in the amount of such overpayment,
with or against the Rent then or next due hereunder; provided, however, that if this Lease has
expired or terminated and Tenant has vacated the Premises, Tenant shall pay Landlord the amount of
such underpayment, or Landlord shall pay Tenant the amount of such overpayment (less any Rent due),
within 30 days after such adjustment is made.



     4.5 Charges for Which Tenant Is Directly Responsible. Tenant shall pay, 10 days
before delinquency, any taxes levied against Tenant’s equipment, furniture, fixtures and other
personal property located in or about the Premises. If any such taxes are levied against Landlord
or its property (or if the assessed value of Landlord’s property is increased by the inclusion
therein of a value placed upon such equipment, furniture, fixtures or other personal property of
Tenant), Landlord may pay such taxes (or such increased assessment) regardless of their (or its)
validity, in which event Tenant, upon demand, shall repay to Landlord the amount so paid. If the
Leasehold Improvements (defined in Section 7.1) are assessed for real property tax purposes
at a valuation higher than the valuation at which tenant improvements conforming to Landlord’s
“building standard” in other space in the Building are assessed, the Taxes levied against Landlord
or the Property by reason of such excess assessed valuation shall be deemed taxes levied against
Tenant’s personal property for purposes of this Section 4.5. Notwithstanding any contrary
provision hereof, Tenant shall pay, 10 days before delinquency, (i) any rent tax, sales tax,
service tax, transfer tax or value added tax, or any other tax respecting the rent or services
described herein or otherwise respecting this transaction or this Lease; and (ii) any taxes
assessed upon the possession, leasing, operation, management, maintenance, alteration, repair, use
or occupancy by Tenant of any portion of the Property.



     4.6 Books and Records. Within 60 days after receiving any Statement (the “Review
Notice Period”), Tenant may give Landlord notice (“Review Notice”) stating that Tenant elects to
review Landlord’s calculation of the Expense Excess and/or Tax Excess for the Expense Year to which
such Statement applies and identifying with reasonable specificity the records of Landlord
reasonably relating to such matters that Tenant desires to review. Within a reasonable time after
receiving a timely Review Notice (and, at Landlord’s option, an executed confidentiality agreement
as described below), Landlord shall deliver to Tenant, or make available for inspection at a
location reasonably designated by Landlord, copies of such records. Within 60 days after such
records are made available to Tenant (the “Objection Period”), Tenant may deliver to Landlord
notice (an “Objection Notice”) stating with reasonable specificity any objections to the Statement,
in which event Landlord and Tenant shall work together in good faith to resolve Tenant’s
objections. Tenant may not deliver more than one Review Notice or more than one Objection Notice
with respect to any Expense Year. If Tenant fails to give Landlord a Review Notice before the
expiration of the Review Notice Period or fails to give Landlord an Objection Notice before the
expiration of the Objection Period, Tenant shall be deemed to have approved the Statement.
Notwithstanding any contrary provision hereof, Landlord shall not be required to deliver or make
available to Tenant records relating to the Base Year, and Tenant may not object to Expenses or
Taxes for the Base Year, other than in connection with the first review for an Expense Year
performed by Tenant pursuant to this Section 4.6. If Tenant retains an agent to review
Landlord’s records, the agent must be with a CPA firm licensed to do business in the State of
California and its fees shall not be contingent, in whole or in part, upon the outcome of the
review. Tenant shall be responsible for all costs of such review; provided, however, that if
Landlord and Tenant determine that the sum of Expenses and Taxes for the Expense Year in question
was overstated by more than 5%, Landlord, within 30 days after receiving paid invoices therefor
from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in
connection with such review. The records and any related information obtained from Landlord shall
be treated as confidential, and as applicable only to the Premises, by Tenant, its auditors,
consultants, and any other parties reviewing the same on behalf of Tenant (collectively, “Tenant’s
Auditors”). Before making any records available for review, Landlord may require Tenant and
Tenant’s Auditors to execute a reasonable confidentiality agreement, in which event Tenant shall
cause the same to be executed and delivered to Landlord within 30 days after receiving it from
Landlord, and if Tenant fails to do so, the Objection Period shall be reduced by one day for each
day by which such execution and delivery follows the expiration of such 30-day period.
Notwithstanding any contrary provision hereof,



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Tenant may not examine Landlord’s records or dispute any Statement if any Rent remains unpaid
past its due date. If, for any Expense Year, Landlord and Tenant determine that the sum of
Tenant’s Share of the actual Expense Excess plus Tenant’s Share of the actual Tax Excess is less or
more than the amount reported, Tenant shall receive a credit in the amount of its overpayment
against Rent then or next due hereunder, or pay Landlord the amount of its underpayment with the
Rent next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant
has vacated the Premises, Landlord shall pay Tenant the amount of its overpayment (less any Rent
due), or Tenant shall pay Landlord the amount of its underpayment, within 30 days after such
determination.




5 USE; COMPLIANCE WITH LAWS.




     5.1 Tenant shall not (a) use the Premises for any purpose other than the Permitted Use, or (b)
do anything in or about the Premises that violates any of the Rules and Regulations, damages the
reputation of the Project, interferes with, injures or unreasonably annoys other occupants of the
Building, or constitutes a nuisance. Tenant, at its expense, shall comply with all Laws relating
to (i) the operation of its business at the Project, or (ii) the use, occupancy and, other than
with respect to elements of the Base Building, the condition and configuration of the Premises.
If, in order to comply with any such Law, Tenant must obtain or deliver any permit, certificate or
other document evidencing such compliance, Tenant shall provide a copy of such document to Landlord
promptly after obtaining or delivering it. If a change to the Common Areas or any component of the
Base Building becomes required under Law because any Tenant-Insured Improvement (defined in
Section 10.2.2) is not a type customarily required for general office use or because any
use of the Premises is not general office use, Tenant, upon demand, shall (x) at Landlord’s option,
either make such change at Tenant’s cost or pay Landlord the cost of making such change, and (y)
pay Landlord a coordination fee equal to 5% of the cost of such change . Notwithstanding the
foregoing, the aforementioned 5% coordination fee shall not be due hereunder unless both of the
following conditions are satisfied: (1) Landlord has performed the change to the Common Areas or a
component of the Base Building in accordance with the foregoing sentence, and (2) Tenant is in
Default of its obligations under this Section 5. As used herein, “Law” means any existing
or future law, ordinance, regulation or requirement of any governmental authority having
jurisdiction over the Project or the parties.



     5.2 Landlord, at its expense (subject to Section 4), shall cause the Base Building and
the Common Areas to comply with all Laws (including the Americans with Disabilities Act (“ADA”)) to
the extent that (a) such compliance is necessary for Tenant to use the Premises for general office
use in a normal and customary manner and for Tenant’s employees and visitors to have reasonably
safe access to and from the Premises, or (b) Landlord’s failure to cause such compliance would
impose liability upon Tenant under Law; provided, however, that Landlord shall not be required to
cause such compliance to the extent non-compliance (x) is triggered by any matter that is Tenant’s
responsibility under Section 5.1 or 7.3 or any other provision hereof, or (y)
arises under any provision of the ADA other than Title III thereof. Notwithstanding the foregoing,
Landlord may contest any alleged violation in good faith, including by applying for and obtaining a
waiver or deferment of compliance, asserting any defense allowed by Law, and appealing any order or
judgment to the extent permitted by Law; provided, however, that, after exhausting any rights to
contest or appeal, Landlord shall perform any work necessary to comply with any final order or
judgment.



6 SERVICES.




     6.1 Standard Services. Landlord shall provide the following services on all days
(unless otherwise stated below): (a) subject to limitations imposed by Law, customary heating,
ventilation and air conditioning (“HVAC”) in season during Building Hours; (b) electricity supplied
by the applicable public utility, stubbed to the Premises; (c) water supplied by the applicable
public utility (i) for use in lavatories and any drinking facilities located in Common Areas within
the Building, and (ii) stubbed to the Building core for use in any plumbing fixtures located in the
Premises; (d) janitorial services to the Premises, except on weekends and Holidays; and (e)
elevator service (subject to scheduling by Landlord, and payment of Landlord’s standard usage fee,
for any freight service). Notwithstanding the foregoing, Landlord shall waive all freight elevator
charges in connection with Tenant’s move into the Premises.



     6.2 Above-Standard Use. Landlord shall provide HVAC service outside Building Hours if
Tenant gives Landlord such prior notice and pays Landlord such hourly cost per zone as Landlord may
require. The parties acknowledge that, as of the date hereof, Landlord’s charge for HVAC service
outside Building Hours is $60.00 per hour per zone, subject to change from time to time. Tenant
shall not, without Landlord’s prior consent, use equipment that may affect the temperature
maintained by the air conditioning system or consume above-Building-standard amounts of any water
furnished for the Premises by Landlord pursuant to Section 6.1. If Tenant’s consumption of
electricity or water exceeds the rate Landlord reasonably deems to be standard for the Building,
Tenant shall pay Landlord, upon billing, the cost of such excess consumption, including any costs
of installing, operating and maintaining any equipment that is installed in order to supply or
measure such excess electricity or water. The



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connected electrical load of Tenant’s incidental-use equipment shall not exceed the
Building-standard electrical design load, and Tenant’s electrical usage shall not exceed the
capacity of the feeders to the Project or the risers or wiring installation. For purposes hereof,
the Building “electrical standard” is 3.5 watts per usable square foot of connected load to the
Premises, exclusive of Base Building HVAC.




     6.3 Interruption. Any failure to furnish, delay in furnishing, or diminution in the
quality or quantity of any service resulting from any application of Law, failure of equipment,
performance of maintenance, repairs, improvements or alterations, utility interruption, or event of
Force Majeure (each, a “Service Interruption”) shall not render Landlord liable to Tenant,
constitute a constructive eviction, or excuse Tenant from any obligation hereunder.
Notwithstanding the foregoing, if all or a material portion of the Premises is made untenantable or
inaccessible for more than three (3) consecutive business days after notice from Tenant to Landlord
by a Service Interruption that Landlord can correct through reasonable efforts, then, as Tenant’s
sole remedy, Monthly Rent shall abate for the period beginning on the day immediately following
such 3-business-day period and ending on the day such Service Interruption ends, but only in
proportion to the percentage of the rentable square footage of the Premises made untenantable or
inaccessible.



7 REPAIRS AND ALTERATIONS.




     7.1 Repairs. Tenant, at its expense, shall perform all maintenance and repairs
(including replacements) to the Premises that are not Landlord’s express responsibility hereunder,
and shall keep the Premises in good condition and repair, reasonable wear and tear and damage due
to Casualty or Taking excepted. Tenant’s maintenance and repair obligations shall include (a) all
leasehold improvements in the Premises, whenever and by whomever installed or paid for, including
any Tenant Improvements, any Alterations (defined in Section 7.2), and any leasehold
improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold
Improvements”); (b) all supplemental heating, ventilation and air conditioning units, kitchens
(including hot water heaters, dishwashers, garbage disposals, insta-hot dispensers, and plumbing)
and similar facilities exclusively serving Tenant, whether located inside or outside of the
Premises, and whenever and by whomever installed or paid for; and (c) all Lines (defined in
Section 23). Notwithstanding the foregoing, if Tenant is in Default or in the case of an
emergency, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in
which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee
equal to 5% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and
exterior walls, exterior doors and windows of the Building, (ii) the Base Building, and (iii) the
Common Areas. As used herein, “Base Building” means the structural portions of the Building,
together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems
serving the Building in general, whether located inside or outside of the Premises.



     7.2 Alterations. Tenant may not make any improvement, alteration, addition or change
to the Premises or to any mechanical, plumbing or HVAC facilities or other systems serving the
Premises (an “Alteration”) without Landlord’s prior consent, which consent shall be requested by
Tenant not less than 15 days before commencement of work and shall not be unreasonably withheld by
Landlord. Notwithstanding anything to the contrary contained herein, Landlord’s prior consent
shall not be required for any Alteration that is decorative only (e.g., carpet installation or
painting) provided that Landlord receives 10 business days’ prior notice. For any Alteration, (a)
Tenant, before commencing work, shall deliver to Landlord, and obtain Landlord’s approval of, plans
and specifications; (b) Landlord, in its discretion, may require Tenant to obtain security for
performance satisfactory to Landlord for a proposed Alteration the cost of which is anticipated to
be $50,000.00 or more; (c) Tenant shall deliver to Landlord “as built” drawings (in CAD format, if
requested by Landlord), completion affidavits, full and final lien waivers, and all governmental
approvals; and (d) Tenant shall pay Landlord upon demand (i) Landlord’s reasonable out-of-pocket
expenses incurred in reviewing the work, and (ii) a coordination fee equal to 3% of the cost of the
work; provided, however, that this clause (d) shall not apply to any Tenant Improvements.



     7.3 Tenant Work. Before commencing any repair or Alteration (“Tenant Work”), Tenant
shall deliver to Landlord, and obtain Landlord’s approval of, (a) names of contractors,
subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and
subcontractors’ insurance; and (c) any required governmental permits. Tenant shall perform all
Tenant Work (i) in a good and workmanlike manner using materials of a quality reasonably approved
by Landlord; (ii) in compliance with any approved plans and specifications, all Laws, the National
Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does
not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under
Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any
particular manner, Tenant shall comply with such requirement and promptly provide Landlord with
reasonable documentation of such compliance. Landlord’s approval of Tenant’s plans and
specifications shall not relieve Tenant from any obligation under this Section 7.3. In
performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or
equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce
or trades engaged in performing other work or services at the Project.



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8 LANDLORD’S PROPERTY. All Leasehold Improvements shall become Landlord’s property upon
installation and without compensation to Tenant. Notwithstanding the foregoing, unless otherwise
notified by Landlord, Tenant, at its expense and before the expiration or earlier termination
hereof, shall (a) remove any Tenant-Insured Improvements, (b) repair any resulting damage to the
Premises or Building, and (c) restore the affected portion of the Premises to its condition
existing before the installation of such Tenant-Insured Improvements. If, when it requests
Landlord’s approval of any Tenant Improvements or Alterations, Tenant specifically requests that
Landlord identify any such Tenant Improvements or Alterations that will not be required to be
removed pursuant to the preceding sentence, Landlord shall do so when it provides such approval.
If Tenant fails to complete any removal, repair or restoration when required under this Section
8, Landlord may do so at Tenant’s expense. Notwithstanding the foregoing, Tenant shall have
no obligation to remove any improvements existing in the Premises as of the date Tenant takes
possession thereof.




9 LIENS. Tenant shall keep the Project free from any lien arising out of any work performed,
material furnished or obligation incurred by or on behalf of Tenant. Tenant shall remove any such
lien within 10 business days after notice from Landlord, and if Tenant fails to do so, Landlord,
without limiting its remedies, may pay the amount necessary to cause such removal, whether or not
such lien is valid. The amount so paid, together with reasonable attorneys’ fees and expenses,
shall be reimbursed by Tenant upon demand.




10 INDEMNIFICATION; INSURANCE.




     10.1 Waiver and Indemnification. Tenant waives all claims against Landlord, its
Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or
indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of
each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or
property (or resulting from the loss of use thereof), except to the extent such damage is caused by
the negligence or willful misconduct of any Landlord Party, or (ii) any failure to prevent or
control any criminal or otherwise wrongful conduct by any third party or to apprehend any third
party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the
Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage,
cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a
“Claim”) that is imposed or asserted by any third party and arises from (a) occupancy of the
Premises by, or any negligence or willful misconduct of, Tenant, any party claiming by, through or
under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries,
trustees, officers, directors, employees, agents, contractors, licensees or invitees, or (b) any
breach by Tenant of any representation, covenant or other term contained herein, except to the
extent such Claim arises from the negligence or willful misconduct of any Landlord Party. Landlord
shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their
respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant,
the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and
arises from (a) any negligence or willful misconduct of any Landlord Party, or (b) any breach by
Landlord of any representation, covenant or other term contained herein, except to the extent such
Claim arises from the negligence or willful misconduct of any Tenant Party.



     10.2 Tenant’s Insurance. Tenant shall maintain the following coverages in the
following amounts:


          10.2.1 Commercial General Liability Insurance covering claims of bodily injury, personal
injury and property damage arising out of Tenant’s operations and contractual liabilities,
including coverage formerly known as broad form, on an occurrence basis, with minimum primary
limits of $1,000,000 each occurrence and $2,000,000 annual aggregate (and not more than $25,000
self-insured retention) and a minimum excess/umbrella limit of $2,000,000.


          10.2.2 Property Insurance covering (i) all office furniture, business and trade fixtures,
office equipment, free-standing cabinet work, movable partitions, merchandise and all other items
of Tenant’s property in the Premises installed by, for, or at the expense of Tenant, and (ii) any
Leasehold Improvements installed by or for the benefit of Tenant pursuant to this Lease
(“Tenant-Insured Improvements”). Such insurance shall be written on an “all risks” of physical
loss or damage basis, for the full replacement cost value (subject to reasonable deductible
amounts) new without deduction for depreciation of the covered items and in amounts that meet any
co-insurance clauses of the policies of insurance, and shall include coverage for damage or other
loss caused by fire or other peril, including vandalism and malicious mischief, theft, water damage
of any type, including sprinkler leakage, bursting or stoppage of pipes, and explosion, and
providing business interruption coverage for a period of one year.


          10.2.3 Worker’s Compensation and Employer’s Liability or other similar insurance to the extent
required by Law.



     10.3 Form of Policies. The minimum limits of insurance required to be carried by
Tenant shall not limit Tenant’s liability. Such insurance shall be issued by an insurance company
that has an A.M. Best rating of not less than A-VIII and shall be in form and content reasonably acceptable to



10









 





Landlord. Tenant’s Commercial General Liability Insurance shall (a) name the Landlord Parties
(“Additional Insured Parties”) as additional insureds; and (b) be primary insurance as to all
claims thereunder and provide that any insurance carried by Landlord is excess and non-contributing
with Tenant’s insurance. Landlord shall be designated as a loss payee with respect to Tenant’s
Property Insurance on any Tenant-Insured Improvements. Tenant shall deliver to Landlord, on or
before the Commencement Date and at least 15 days before the expiration dates thereof, certificates
from Tenant’s insurance company on the forms currently designated “ACORD 28” (Evidence of
Commercial Property Insurance) and “ACORD 25-S” (Certificate of Liability Insurance) or the
equivalent. Attached to the ACORD 25-S (or equivalent) there shall be an endorsement naming the
Additional Insured Parties as additional insureds which shall be binding on Tenant’s insurance
company. Upon Landlord’s request, Tenant shall deliver to Landlord, in lieu of such certificates,
copies of the policies of insurance required to be carried under Section 10.2 showing that
the Additional Insured Parties are named as additional insureds.




     10.4 Subrogation. Each party waives, and shall cause its insurance carrier to waive,
any right of recovery against the other party, any of its (direct or indirect) owners, or any of
their respective beneficiaries, trustees, officers, directors, employees or agents for any loss of
or damage to property which loss or damage is (or, if the insurance required hereunder had been
carried, would have been) covered by insurance. For purposes of this Section 10.4 only,
(a) any deductible with respect to a party’s insurance shall be deemed covered by, and recoverable
by such party under, valid and collectable policies of insurance, and (b) any contractor retained
by Landlord to install, maintain or monitor a fire or security alarm for the Building shall be
deemed an agent of Landlord.



     10.5 Additional Insurance Obligations. Tenant shall maintain such increased amounts
of the insurance required to be carried by Tenant under this Section 10, and such other
types and amounts of insurance covering the Premises and Tenant’s operations therein, as may be
reasonably requested by Landlord (not more than once in any 36-month period), but not in excess of
the amounts and types of insurance then being required by landlords of buildings comparable to and
in the vicinity of the Building.



11 CASUALTY DAMAGE. With reasonable promptness after discovering any damage to the Premises, or to
the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a
“Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to
substantially complete repair of such damage (the “Landlord Repairs”). If, according to such
estimate, the Landlord Repairs cannot be substantially completed within 210 days after they are
commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered
within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any
damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is
affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground
lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to
Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides
to rebuild the Building or Common Areas so that it or they will be substantially different
structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term; or
(v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair
such damage. If this Lease is not terminated pursuant to this Section 11, Landlord shall
promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance
adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises and
the Common Areas necessary for access to the Premises to substantially the same condition that
existed when the Casualty occurred, except for (a) any modifications required by Law or any
Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by
Landlord, are consistent with the character of the Project, and do not materially impair use of or
access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or
its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under
Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or
actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by
Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 15 days
after Landlord’s demand. No Casualty and no restoration performed as required hereunder shall
render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any
obligation hereunder; provided, however, that if the Premises or any Common Area necessary for
Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result
of such damage, any portion of the Premises is untenantable or inaccessible and is not occupied by
Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion
of the Premises. If Landlord does not substantially complete the Landlord Repairs on or
before the Outside Restoration Date (defined below), then, provided that the Casualty was not
caused by the negligence or willful misconduct of Tenant or any party claiming by, through or under
Tenant, Tenant may terminate this Lease by notifying Landlord within 15 days after the Outside
Restoration Date. As used herein, “Outside Restoration Date” means the date occurring 60 days
after the expiration of the time set forth in Landlord’s estimate described in the first sentence
of this Section 11; provided, however, that the Outside Restoration Date shall be extended to the
extent of (i) any delay caused by the insurance adjustment process; (ii) any other delay caused
by
events of Force Majeure (up to 90 days), and (iii) any delay caused by Tenant or any party claiming
by, through or under Tenant. Notwithstanding the foregoing, if Landlord determines in good faith
that it will be unable to substantially




11









 








complete the Landlord Repairs on or before the Outside Restoration Date, Landlord may cease its
performance of the Landlord Repairs and provide Tenant with notice (the “Restoration Date Extension
Notice”) stating such inability and identifying the date on which Landlord reasonably believes such
substantial completion will occur, in which event Tenant may terminate this Lease by notifying
Landlord within five (5) business days after receiving the Restoration Date Extension Notice. If
Tenant does not terminate this Lease within such 5-business day period, the Outside Restoration
Date shall be automatically amended to be the date identified in the Restoration Date Extension
Notice.




12 NONWAIVER. No provision hereof shall be deemed waived by either party unless it is waived by
such party expressly and in writing, and no waiver of any breach of any provision hereof shall be
deemed a waiver of any subsequent breach of such provision or any other provision hereof.
Landlord’s acceptance of Rent shall not be deemed a waiver of any preceding breach of any provision
hereof, other than Tenant’s failure to pay the particular Rent so accepted, regardless of
Landlord’s knowledge of such preceding breach at the time of such acceptance. No acceptance of
payment of an amount less than the Rent due hereunder shall be deemed a waiver of Landlord’s right
to receive the full amount of Rent due, whether or not any endorsement or statement accompanying
such payment purports to effect an accord and satisfaction. No receipt of monies by Landlord from
Tenant after the giving of any notice, the commencement of any suit, the issuance of any final
judgment, or the termination hereof shall affect such notice, suit or judgment, or reinstate or
extend the Term or Tenant’s right of possession hereunder.




13 CONDEMNATION. If any part of the Premises, Building or Project is taken for any public or
quasi-public use by power of eminent domain or by private purchase in lieu thereof (a “Taking”) for
more than 180 consecutive days, Landlord may terminate this Lease. If more than 25% of the
rentable square footage of the Premises is Taken, or access to the Premises is substantially
impaired as a result of a Taking, for more than 180 consecutive days, Tenant may terminate this
Lease. Any such termination shall be effective as of the date possession must be surrendered to
the authority, and the terminating party shall provide termination notice to the other party within
45 days after receiving written notice of such surrender date. Except as provided above in this
Section 13, neither party may terminate this Lease as a result of a Taking. Tenant shall
not assert any claim for compensation because of any Taking; provided, however, that Tenant may
file a separate claim for any Taking of Tenant’s personal property or any fixtures that Tenant is
entitled to remove upon the expiration hereof, and for moving expenses, so long as such claim does
not diminish the award available to Landlord or any Security Holder and is payable separately to
Tenant. If this Lease is terminated pursuant to this Section 13, all Rent shall be
apportioned as of the date of such termination. If a Taking occurs and this Lease is not so
terminated, Monthly Rent shall be abated for the period of such Taking in proportion to the
percentage of the rentable square footage of the Premises, if any, that is subject to, or rendered
inaccessible by, such Taking.




14 ASSIGNMENT AND SUBLETTING.




     14.1 Transfers. Tenant shall not, without Landlord’s prior consent (except in
connection with a Permitted Transfer as defined in Section 14.8 below), assign, mortgage,
pledge, hypothecate, encumber, permit any lien to attach to, or otherwise transfer this Lease or
any interest hereunder, permit any assignment or other transfer hereof or any interest hereunder by
operation of law, enter into any sublease or license agreement, otherwise permit the occupancy or
use of any part of the Premises by any persons other than Tenant and its employees and contractors,
or permit a Change of Control (defined in Section 14.6) to occur (each, a “Transfer”). If
Tenant desires Landlord’s consent to any Transfer, Tenant shall provide Landlord with (i) notice of
the terms of the proposed Transfer, including its proposed effective date (the “Contemplated
Effective Date”), a description of the portion of the Premises to be transferred (the “Contemplated
Transfer Space”), a calculation of the Transfer Premium (defined in Section 14.3), and a
copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer,
and (ii) current financial statements of the proposed transferee (or, in the case of a Change of
Control, of the proposed new controlling party(ies)) certified by an officer or owner thereof and
any other information reasonably required by Landlord in order to evaluate the proposed Transfer
(collectively, the “Transfer Notice”). Within 30 days after receiving the Transfer Notice,
Landlord shall notify Tenant of (a) its consent to the proposed Transfer, (b) its refusal to
consent to the proposed Transfer, or (c) its exercise of its rights under Section 14.4.
Any Transfer (other than a Permitted Transfer) made without Landlord’s prior consent shall, at
Landlord’s option, be void and shall, at Landlord’s option, constitute a Default (defined in
Section 19). Tenant shall pay Landlord a fee of $1,500.00 for Landlord’s review of any
proposed Transfer (other than a Permitted Transfer), whether or not Landlord consents to it.



     14.2 Landlord’s Consent. Subject to Section 14.4, Landlord shall not
unreasonably withhold, condition or delay its consent to any proposed Transfer. Without limiting
other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to
withhold consent to a proposed Transfer if:


          14.2.1 The proposed transferee is not a party of reasonable financial strength in light of the
responsibilities to be undertaken in connection with the Transfer on the date the Transfer Notice
is received; or



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          14.2.2 The proposed transferee has a character or reputation or is engaged in a business that
is not consistent with the quality of the Building or the Project; or


          14.2.3 The proposed transferee is a governmental entity or a nonprofit organization; or


          14.2.4 In the case of a proposed sublease, license or other occupancy agreement, the rent or
occupancy fee charged by Tenant to the transferee during the term of such agreement, calculated
using a present value analysis, is less than 95% of the rent being quoted by Landlord or its
Affiliate (defined in Section 14.8) at the time of such Transfer for comparable space in
the Project for a comparable term, calculated using a present value analysis; or


          14.2.5 Both (i) the proposed transferee or any of its Affiliates, on the date the Transfer
Notice is received, leases or occupies (or, at any time during the 6-month period ending on the
date the Transfer Notice is received, has negotiated with Landlord to lease) space in the Project
and (ii) on or about the Contemplated Effective Date, Landlord shall have space for lease in the
Complex that is comparable to the Contemplated Transfer Space. As used herein, the term “Complex”
shall mean, collectively, the Building, the building located at 919 East Hillsdale Boulevard,
Foster City, California and the building located at 989 East Hillsdale Boulevard, Foster City,
California.



     Notwithstanding any contrary provision hereof, (a) if Landlord consents to any Transfer
pursuant to this Section 14.2 but Tenant does not enter into such Transfer within six (6)
months thereafter, such consent shall no longer apply and such Transfer shall not be permitted
unless Tenant again obtains Landlord’s consent thereto pursuant and subject to the terms of this
Section 14; and (b) if Landlord unreasonably withholds its consent under this Section
14.2, Tenant’s sole remedies shall be contract damages (subject to Section 20) or
specific performance, and Tenant waives all other remedies, including any right to terminate this
Lease.



     14.3 Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord
an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium”
means (a) in the case of an assignment, any consideration (including payment for Leasehold
Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses
directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees,
and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the
amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such
agreement (less all reasonable and customary expenses directly incurred by Tenant on account of
such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee)
exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer
Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration
(including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior
controlling party(ies) solely on account of this Lease. Payment of Landlord’s share of the
Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10
days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the
consideration described above, and (y) in the case of a sublease, license or other occupancy
agreement, on the first day of each month during the term of such agreement, in the amount of 50%
of the amount by which the rent and other consideration paid by the transferee to Tenant under such
agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on
account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s
review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds
the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for
such month.



     14.4 Landlord’s Right to Recapture. Notwithstanding any contrary provision hereof,
except in the case of a Permitted Transfer, Landlord, by notifying Tenant within 15 days after
receiving the Transfer Notice, may terminate this Lease with respect to the Contemplated Transfer
Space as of the Contemplated Effective Date; provided, however, that such termination shall not be
effective if Tenant, by notifying Landlord within five (5) days after receiving Landlord’s notice
of termination, withdraws the Transfer Notice. If Tenant does not withdraw the Transfer Notice,
and if the Contemplated Transfer Space is less than the entire Premises, then Base Rent, Tenant’s
Share, and the number of parking spaces to which Tenant is entitled under Section 1.9 shall be
deemed adjusted on the basis of the percentage of the rentable square footage of the Premises
retained by Tenant. Upon request of either party, the parties shall execute a written agreement
prepared by Landlord memorializing such termination.



     14.5 Effect of Consent. If Landlord consents to a Transfer, (i) such consent shall
not be deemed a consent to any further Transfer, (ii) Tenant shall deliver to Landlord, promptly
after execution, an executed copy of all documentation pertaining to the Transfer in form
reasonably acceptable to Landlord, and (iii) Tenant shall deliver to Landlord, upon Landlord’s
request, a complete statement, certified by an independent CPA or Tenant’s chief financial officer,
setting forth in detail the computation of any Transfer Premium. In the case of an assignment, the
assignee shall assume in writing, for Landlord’s benefit, all of Tenant’s obligations hereunder.
No Transfer, with or without Landlord’s consent, shall relieve Tenant or any guarantor hereof from
any liability hereunder.



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     14.6 Change of Control. As used herein, “Change of Control” means (a) if Tenant is a
closely held professional service firm, the withdrawal or change (whether voluntary, involuntary or
by operation of law) of 50% or more of its equity owners within a 12-month period; and (b) in all
other cases, any transaction(s) resulting in the acquisition of a Controlling Interest (defined
below) by one or more parties that did not own a Controlling Interest immediately before such
transaction(s). As used herein, “Controlling Interest” means any direct or indirect equity or
beneficial ownership interest in Tenant that confers upon its holder(s) the direct or indirect
power to direct the ordinary management and policies of Tenant, whether through the ownership of
voting securities, by contract or otherwise (but not through the ownership of voting securities
listed on a recognized securities exchange).



     14.7 Effect of Default. If Tenant is in Default, Landlord is irrevocably authorized,
as Tenant’s agent and attorney-in-fact, to direct any transferee under any sublease, license or
other occupancy agreement to make all payments under such agreement directly to Landlord (which
Landlord shall apply towards Tenant’s obligations hereunder) until such Default is cured. Such
transferee shall rely upon any representation by Landlord that Tenant is in Default, whether or not
confirmed by Tenant.



     14.8 Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is
not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, permit a
Change of Control to occur, sublease any portion of the Premises to an Affiliate of Tenant or
assign this Lease to (a) an Affiliate of Tenant, (b) a successor to Tenant by merger or
consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s
assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Permitted
Transfer, Tenant notifies Landlord of such Permitted Transfer and delivers to Landlord any
documents or information reasonably requested by Landlord relating thereto (provided that if
advanced notice is prohibited by a confidentiality agreement or Law, then Tenant shall give
Landlord written notice and deliver such documents within 10 days after the effective date of the
proposed Permitted Transfer), including reasonable documentation that the Permitted Transfer
satisfies the requirements of this Section 14.8; (ii) in the case of a sublease, the
subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an
agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of
Tenant’s indemnity and insurance obligations hereunder with respect to the Contemplated Transfer
Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and
(B) provides that if either a Landlord Party or the subtenant institutes a suit against the other
for violation of or to enforce such agreement, or in connection with any matter relating to the
sublease or the subtenant’s occupancy of the Contemplated Transfer Space, the prevailing party
shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in
the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers
to Landlord, at least 10 business days before the assignment(provided that if advanced notice is
prohibited by a confidentiality agreement or Law, then Tenant shall deliver to Landlord within 10
days after the effective date of the proposed Permitted Transfer), a commercially reasonable
instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s
obligations hereunder; (iv) in the case of an assignment pursuant to clause (b) above, (A) the
successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual
property and any other intangible assets (“Net Worth”)) immediately after the Permitted Transfer
that is not less than the Net Worth of Tenant immediately before the Permitted Transfer, and (B) if
Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12
months before the Transfer are also equity owners of the successor entity; (v) except in the case
of a Change of Control, the transferee is qualified to conduct business in the State of California;
(vi) in the case of a Change of Control, (a) Tenant is not a closely held professional service
firm, and (b) the Tenant’s Net Worth immediately after the Change of Control is not less then its
Net Worth immediately before the change of Control; and (vii) the Permitted Transfer is made for a
good faith operating business purpose and not in order to evade the requirements of this
Section 14. As used herein, “Affiliate” means, with respect to any party, a person or
entity that controls, is under common control with, or is controlled by such party.



15 SURRENDER. Upon the expiration or earlier termination hereof, and subject to Section 8
hereof, Sections 2.2.1 and 2.2.2 of Exhibit B hereto and this Section
15, Tenant shall surrender possession of the Premises to Landlord in as good condition as when
Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable
wear and tear and repairs that are Landlord’s express responsibility hereunder. Before such
expiration or termination, Tenant, without expense to Landlord, shall (a) remove from the Premises
all debris and rubbish and all furniture, equipment, business and trade fixtures, Lines,
free-standing cabinet work, movable partitions and other articles of personal property that are
owned or placed in the Premises by Tenant or any party claiming by, through or under Tenant (except
for any Lines not required to be removed under Section 23), and (b) repair all damage to
the Premises and Building resulting from such removal. If Tenant fails to timely perform such
removal and repair, Landlord may do so at Tenant’s expense (including storage costs). If Tenant
fails to remove such property from the Premises, or from storage, within 30 days after notice from
Landlord, any part of such property shall be deemed, at Landlord’s option, either (x) conveyed to
Landlord without compensation, or (y) abandoned.




16 HOLDOVER. If Tenant fails to surrender the Premises upon the expiration or earlier termination
hereof, Tenant’s tenancy shall be subject to the terms and conditions hereof; provided, however,
that such




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tenancy shall be a tenancy at sufferance only, for the entire Premises, and Tenant shall pay
Monthly Rent (on a per-month basis without reduction for any partial month) at a rate equal to 150%
of the Monthly Rent applicable during the last calendar month of the Term. Nothing in this
Section 16 shall limit Landlord’s rights or remedies or be deemed a consent to any
holdover. If Landlord is unable to deliver possession of the Premises to a new tenant or to
perform improvements for a new tenant as a result of Tenant’s holdover, Tenant shall be liable for
all resulting damages, including lost profits, incurred by Landlord.




17 SUBORDINATION; ESTOPPEL CERTIFICATES.




     17.1 This Lease shall be subject and subordinate to all existing and future ground or
underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project,
all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security
Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in
each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing
that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a
deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without
deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall
recognize such party as the lessor hereunder provided that such party agrees not to disturb
Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations
hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments
as Landlord may reasonably deem necessary to evidence the subordination or superiority of this
Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or
otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within
10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a
commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably
designate, including current and prospective Security Holders and prospective purchasers.
Notwithstanding any provision herein to the contrary, if, within 10 days after the date of this
Lease, a non-disturbance, subordination and attornment agreement is not executed and delivered by
Landlord, Tenant and Mortgagee (as hereinafter defined), then Tenant shall have the right to
terminate this Lease by delivery of written notice to Landlord prior to the date that is the
earlier to occur of (i) the date upon which such non-disturbance, subordination and attornment
agreement is fully executed and delivered by such parties, and (ii) the date that is 5 days after
the expiration of such 10 day period. If Tenant timely delivers such termination notice to
Landlord, this Lease shall terminate effective as of the date such notice is delivered to Landlord;
provided, however, that (w) Sections 8, 20, 25.1, 25.5, 25.6, 25.7, 25.9 and Exhibit
E shall survive such termination; (x) if Landlord has received any security deposit, other
collateral or prepaid Rent from Tenant pursuant to this Lease, Landlord shall promptly return the
same to Tenant; and (y) if Tenant has entered the Premises pursuant to this Lease for any reason,
the provisions hereof governing such entry shall, with respect to such entry, survive such
termination to the same extent as if this Lease had expired in accordance with its terms. Tenant
shall be responsible for any fee or review costs charged by the Mortgagee in connection with such
non-disturbance, subordination and attornment agreement between Landlord, Tenant and Mortgagee. As
used herein, the term “Mortgagee” shall mean the holder of a mortgage or deed of trust recorded
against the Property as of the date hereof.



     17.2 Notwithstanding Section 17.1, Tenant’s agreement to subordinate this Lease to a
future Security Agreement shall not be effective unless Landlord has provided Tenant with a
commercially reasonable non-disturbance agreement from the Security Holder. For purposes of the
preceding sentence, a non-disturbance agreement shall not be deemed commercially reasonable unless
it provides that: (a) so long as no Default exists, this Lease and Tenant’s right to possession
hereunder shall remain in full force and effect; (b) the Security Holder shall have additional time
(not to exceed 90 days after written notice from Tenant) to cure any default of Landlord; and (c)
neither the Security Holder nor any successor in interest shall be (i) bound by (A) any payment of
Rent for more than one (1) month in advance, or (B) any amendment of this Lease made without the
written consent of the Security Holder or such successor in interest; (ii) liable for (A) the
return of any security deposit, letter of credit or other collateral, except to the extent it was
received by the Security Holder, or (B) any act, omission, representation, warranty or default of
any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant
might have against any prior landlord (including Landlord).



18 ENTRY BY LANDLORD. At all reasonable times and upon no less than 24 hours prior notice to
Tenant, Landlord may enter the Premises to (i) inspect the Premises; (ii) show the Premises to
prospective purchasers, current or prospective Security Holders or insurers, or, during the last 9
months of the Term (or while an uncured Default exists), prospective tenants; (iii) post notices of
non-responsibility; or (iv) perform maintenance, repairs or alterations. Notwithstanding the
foregoing, at any time and without notice to Tenant, (a) Landlord may enter the Premises to perform
required services (provided, however, that Landlord shall provide Tenant with 24 hours prior notice
(which notice, notwithstanding Section 25.1, may be delivered by e-mail, fax, telephone or
orally and in person) of any entry to perform a service that is not performed on a monthly or more
frequent basis) and (b) Landlord may enter the Premises in the case of an emergency to inspect the
Premises and/or to perform maintenance, repairs or alterations in connection with such emergency.
If reasonably necessary, Landlord may temporarily close any portion of the Premises to perform
maintenance, repairs or alterations. In an emergency, Landlord may use any




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means it deems proper to open doors to and in the Premises. Except in an emergency, Landlord shall
use reasonable efforts to minimize interference with Tenant’s use of the Premises. Except in an
emergency, Tenant may have one of its employees accompany Landlord if Tenant makes such employee
available when Landlord enters the Premises. No entry into or closure of any portion of the
Premises pursuant to this Section 18 shall render Landlord liable to Tenant, constitute a
constructive eviction, or excuse Tenant from any obligation hereunder.




19 DEFAULTS; REMEDIES.



     19.1 Events of Default. The occurrence of any of the following shall constitute a “Default”:


          19.1.1 Any failure by Tenant to pay any Rent when due unless such failure is cured within five
(5) business days after notice; or


          19.1.2 Except where a specific time period is otherwise set forth for Tenant’s performance
herein (in which event the failure to perform by Tenant within such time period shall be a
Default), and except as otherwise provided in this Section 19.1, any failure by Tenant to
observe or perform any other provision, covenant or condition hereof where such failure continues
for 30 days after notice from Landlord; provided that if such failure cannot reasonably be cured
within such 30-day period, Tenant shall not be in Default as a result of such failure if Tenant
diligently commences such cure within such period, thereafter diligently pursues such cure, and
completes such cure within 60 days after Landlord’s notice (or within such longer period as may be
reasonably required provided that such failure can be cured and Tenant diligently pursues such
cure); or


          19.1.3 Abandonment of all or a substantial portion of the Premises by Tenant; or


          19.1.4 Any failure by Tenant to observe or perform the provisions of Sections 5,
14, 17 or 18 where such failure continues for more than two (2) business
days after notice from Landlord; or


          19.1.5 Tenant becomes in breach of Section 25.3.



     If Tenant breaches a particular material provision hereof (other than a provision requiring
payment of Rent) on three (3) separate occasions during any 12-month period, Tenant’s subsequent
breach of such provision shall be, at Landlord’s option, an incurable Default. The notice periods
provided herein are in lieu of, and not in addition to, any notice periods provided by Law, and
Landlord shall not be required to give any additional notice in order to be entitled to commence an
unlawful detainer proceeding.



     19.2 Remedies Upon Default. Upon any Default, Landlord shall have, in addition to any
other remedies available to Landlord at law or in equity (which shall be cumulative and
nonexclusive), the option to pursue any one or more of the following remedies (which shall be
cumulative and nonexclusive) without any notice or demand:


          19.2.1 Landlord may terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy it may have for possession or arrearages in Rent, enter upon and take possession of
the Premises and expel or remove Tenant and any other person who may be occupying the Premises or
any part thereof, without being liable for prosecution or any claim or damages therefor; and
Landlord may recover from Tenant the following:



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



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



               (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 Rent loss that Tenant proves could have
been 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 hereunder or which in the ordinary course of things
would be likely to result therefrom, including brokerage commissions, advertising expenses,
expenses of remodeling any portion of the Premises for a new tenant (whether for the same or a
different use), and any special concessions made to obtain a new tenant; plus



               (e) At Landlord’s option, such other amounts in addition to or in lieu of the foregoing as may
be permitted from time to time by Law.



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     As used in Sections 19.2.1(a) and (b), the “worth at the time of award” shall
be computed by allowing interest at a rate per annum equal to the lesser of (i) the annual “Bank
Prime Loan” rate cited in the Federal Reserve Statistical Release Publication G.13(415), published
on the first Tuesday of each calendar month (or such other comparable index as Landlord shall
reasonably designate if such rate ceases to be published) plus two (2) percentage points, or (ii)
the highest rate permitted by Law. As used in Section 19.2.1(c), the “worth at the time of
award” shall be computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus 1%.


          19.2.2 Landlord shall have the remedy described in California Civil Code § 1951.4 (lessor may
continue lease in effect after lessee’s breach and abandonment and recover Rent as it becomes due,
if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly,
if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord
may, from time to time, without terminating this Lease, enforce all of its rights and remedies
hereunder, including the right to recover all Rent as it becomes due.


          19.2.3 Landlord shall at all times have the rights and remedies (which shall be cumulative
with each other and cumulative and in addition to those rights and remedies available under
Sections 19.2.1 and 19.2.2, or any Law or other provision hereof), without prior
demand or notice except as required by Law, to seek any declaratory, injunctive or other equitable
relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any
provision hereof.



     19.3 Efforts to Relet. Unless Landlord provides Tenant with express notice to the
contrary, no re-entry, repossession, repair, maintenance, change, alteration, addition, reletting,
appointment of a receiver or other action or omission by Landlord shall (a) be construed as an
election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a
surrender of the Premises, or (b) operate to release Tenant from any of its obligations hereunder.
Tenant waives, for Tenant and for all those claiming by, through or under Tenant, California Civil
Code § 3275 and California Code of Civil Procedure §§ 1174(c) and 1179 and any existing or future
rights to redeem or reinstate, by order or judgment of any court or by any legal process or writ,
this Lease or Tenant’s right of occupancy of the Premises after any termination hereof.



     19.4 Landlord Default. Landlord shall not be in default hereunder unless it fails to
begin within 30 days after notice from Tenant, or fails to pursue with reasonable diligence
thereafter, the cure of any failure of Landlord to meet its obligations hereunder. Before
exercising any remedies for a default by Landlord, Tenant shall give notice and a reasonable time
to cure to any Security Holder of which Tenant has been notified.



20 LANDLORD EXCULPATION. Notwithstanding any contrary provision hereof, (a) the liability of the
Landlord Parties to Tenant shall be limited to an amount equal Landlord’s interest in the Building;
(b) Tenant shall look solely to Landlord’s interest in the Building for the recovery of any
judgment or award against any Landlord Party; (c) no Landlord Party shall have any personal
liability for any judgment or deficiency, and Tenant waives and releases such personal liability on
behalf of itself and all parties claiming by, through or under Tenant; and (d) no Landlord Party
shall be liable for any injury or damage to, or interference with, Tenant’s business, including
loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or
loss of use, or for any form of special or consequential damage.




21 INTENTIONALLY OMITTED.




22 INTENTIONALLY OMITTED.




23 COMMUNICATIONS AND COMPUTER LINES. All Lines installed pursuant to this Lease shall be (a)
installed in accordance with Section 7; and (b) clearly marked with adhesive plastic labels
(or plastic tags attached to such Lines with wire) to show Tenant’s name, suite number, and the
purpose of such Lines (i) every six (6) feet outside the Premises (including the electrical room
risers and any Common Areas), and (ii) at their termination points. Landlord may designate
specific contractors for work relating to vertical Lines. Sufficient spare cables and space for
additional cables shall be maintained for other occupants, as reasonably determined by Landlord.
Unless otherwise notified by Landlord, Tenant, at its expense and before the expiration or earlier
termination hereof, shall remove all Lines and repair any resulting damage. As used herein,
“Lines” means all communications or computer wires and cables serving the Premises, whenever and by
whomever installed or paid for, including any such wires or cables installed pursuant to any prior
lease.




24 PARKING. Tenant may park in the Building’s parking facilities (the “Parking Facility”), in
common with other tenants of the Building, upon the following terms and conditions. Tenant shall
not use more than the number of unreserved and/or reserved parking spaces set forth in Section
1.9. The reserved parking space shall be located on the fourth level of the Parking Facility
in the location shown on Exhibit A-1 hereto. Landlord shall not be liable to Tenant, nor
shall this Lease be affected, if any parking is impaired by (or any parking charges are imposed as
a result of) any Law. Tenant shall comply with all rules and regulations established by Landlord
from time to time for the orderly operation and use of the




17









 








Parking Facility, including any sticker or other identification system and the prohibition of
vehicle repair and maintenance activities in the Parking Facility. Landlord may, in its
discretion, allocate and assign parking passes among Tenant and the other tenants in the Building.
Tenant’s use of the Parking Facility shall be at Tenant’s sole risk, and Landlord shall have no
liability for any personal injury or damage to or theft of any vehicles or other property occurring
in the Parking Facility or otherwise in connection with any use of the Parking Facility by Tenant,
its employees or invitees. Landlord may alter the size, configuration, design, layout or any other
aspect of the Parking Facility, and, in connection therewith, temporarily deny or restrict access
to the Parking Facility, in each case without abatement of Rent or liability to Tenant. Landlord
may delegate its responsibilities hereunder to a parking operator, in which case (i) such parking
operator shall have all the rights of control reserved herein by Landlord, (ii) Tenant shall enter
into a parking agreement with such parking operator, and (iii) Landlord shall have no liability for
claims arising through acts or omissions of such parking operator except to the extent caused by
Landlord’s gross negligence or willful misconduct. Tenant’s parking rights under this Section
24 are solely for the benefit of Tenant’s employees and such rights may not be transferred
without Landlord’s prior consent, except pursuant to a Transfer permitted under Section 14.




25 MISCELLANEOUS.




     25.1 Notices. Except as provided in Section 18, no notice, demand, statement,
designation, request, consent, approval, election or other communication given hereunder (“Notice”)
shall be binding upon either party unless (a) it is in writing; (b) it is (i) sent by certified or
registered mail, postage prepaid, return receipt requested, (ii) delivered by a nationally
recognized courier service, or (iii) delivered personally; and (c) it is sent or delivered to the
address set forth in Section 1.10 or 1.11, as applicable, or to such other place
(other than a P.O. box) as the recipient may from time to time designate in a Notice to the other
party. Any Notice shall be deemed received on the earlier of the date of actual delivery or the
date on which delivery is refused, or, if Tenant is the recipient and has vacated its notice
address without providing a new notice address, three (3) days after the date the Notice is
deposited in the U.S. mail or with a courier service as described above.



     25.2 Force Majeure. If either party is prevented from performing any obligation
hereunder by any strike, act of God, war, terrorist act, shortage of labor or materials,
governmental action, civil commotion or other cause beyond such party’s reasonable control (“Force
Majeure”), such obligation shall be excused during (and any time period for the performance of such
obligation shall be extended by) the period of such prevention; provided, however, that this
Section 25.2 shall not (a) permit Tenant to hold over in the Premises after the expiration
or earlier termination hereof, or (b) excuse any of Tenant’s obligations under Sections 3,
4, 5, 21 or 25.3 or any of Tenant’s obligations whose
nonperformance would interfere with another occupant’s use, occupancy or enjoyment of its premises
or the Project.



     25.3 Representations and Covenants. Tenant represents, warrants and covenants that
(a) Tenant is, and at all times during the Term will remain, duly organized, validly existing and
in good standing under the Laws of the state of its formation and qualified to do business in the
state of California; (b) neither Tenant’s execution of nor its performance under this Lease will
cause Tenant to be in violation of any agreement or Law; (c) Tenant (and any guarantor hereof) has
not, and at no time during the Term will have, (i) made a general assignment for the benefit of
creditors, (ii) filed a voluntary petition in bankruptcy or suffered the filing of an involuntary
petition by creditors (in the later case which is not dismissed within 30 days), (iii) suffered the
appointment of a receiver to take possession of all or substantially all of its assets (which is
not dismissed within 30 days), (iv) suffered the attachment or other judicial seizure of all or
substantially all of its assets (which is not dismissed within 30 days), (v) admitted in writing
its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or
composition to its creditors generally; and (d) each party that (other than through the passive
ownership of interests traded on a recognized securities exchange) constitutes, owns, controls, or
is owned or controlled by Tenant, any guarantor hereof or any subtenant of Tenant is not, and at no
time during the Term will be, (i) in violation of any Laws relating to terrorism or money
laundering, or (ii) among the parties 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.



     25.4 Signs. Landlord shall include Tenant’s name in any tenant directory located in
the main lobby on the first floor of the Building and in the parking garage elevator lobby on the
first floor of the Building. If any part of the Premises is located on a multi-tenant floor,
Landlord, at Tenant’s cost, shall provide identifying suite signage for Tenant comparable to that
provided by Landlord on similar floors in the Building. Tenant may not install (a) any signs
outside the Premises, or (b) without Landlord’s prior consent in its sole and absolute discretion,
any signs, window coverings, blinds or similar items that are visible from outside the Premises.



     25.5 Attorneys’ Fees. In any action or proceeding between the parties, including any
appellate or alternative dispute resolution proceeding, the prevailing party may recover from the
other party all of its costs and expenses in connection therewith, including reasonable attorneys’
fees and costs. Tenant shall



18









 





pay all reasonable attorneys’ fees and other fees and costs that Landlord incurs in
interpreting or enforcing this Lease or otherwise protecting its rights hereunder (a) where Tenant
has failed to pay Rent when due, or (b) in any bankruptcy case, assignment for the benefit of
creditors, or other insolvency, liquidation or reorganization proceeding involving Tenant or this
Lease.




     25.6 Brokers. Tenant represents to Landlord that it has dealt only with Tenant’s
Broker as its broker in connection with this Lease. Tenant shall indemnify, defend, and hold
Landlord harmless from all claims of any brokers, other than Tenant’s Broker, claiming to have
represented Tenant in connection with this Lease. Landlord shall indemnify, defend and hold Tenant
harmless from all claims of any brokers, including Landlord’s Broker, claiming to have represented
Landlord in connection with this Lease. Tenant acknowledges that any Affiliate of Landlord that is
involved in the negotiation of this Lease is representing only Landlord, and that any assistance
rendered by any agent or employee of such Affiliate in connection with this Lease or any subsequent
amendment or other document related hereto has been or will be rendered as an accommodation to
Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as
agent for Tenant. Landlord shall pay a brokerage commission to Tenant’s Broker subject to the
terms of a separate written agreement entered into between Landlord and Tenant’s Broker.



     25.7 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and
enforced in accordance with the Laws of the State of California. THE PARTIES WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO
THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES,
AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY REMEDY.



     25.8 Waiver of Statutory Provisions. Each party waives California Civil Code §§
1932(2) and 1933(4). Tenant waives (a) any rights under (i) California Civil Code §§ 1932(1),
1941, 1942, 1950.7 or any similar Law, or (ii) California Code of Civil Procedure § 1265.130; and
(b) any right to terminate this Lease under California Civil Code § 1995.310.



     25.9 Interpretation. As used herein, the capitalized term “Section” refers to a
section hereof unless otherwise specifically provided herein. As used in this Lease, the terms
“herein,” “hereof,” “hereto” and “hereunder” refer to this Lease and the term “include” and its
derivatives are not limiting. Any reference herein to “any part” or “any portion” of the Premises,
the Property or any other property shall be construed to refer to all or any part of such property.
Wherever this Lease requires Tenant to comply with any Law, rule, regulation, procedure or other
requirement or prohibits Tenant from engaging in any particular conduct, this Lease shall be deemed
also to require Tenant to cause each of its employees, licensees, invitees and subtenants, and any
other party claiming by, through or under Tenant, to comply with such requirement or refrain from
engaging in such conduct, as the case may be. Wherever this Lease requires Landlord to provide a
customary service or to act in a reasonable manner (whether in incurring an expense, establishing a
rule or regulation, providing an approval or consent, or performing any other act), this Lease
shall be deemed also to provide that whether such service is customary or such conduct is
reasonable shall be determined by reference to the practices of owners of buildings that (i) are
comparable to the Building in size, age, class, quality and location, and (ii) at Landlord’s
option, have been, or are being prepared to be, certified under the U.S. Green Building Council’s
Leadership in Energy and Environmental Design (LEED) rating system or a similar rating system.
Tenant waives the benefit of any rule that a written agreement shall be construed against the
drafting party.



     25.10 Entire Agreement. This Lease sets forth the entire agreement between the
parties relating to the subject matter hereof and supersedes any previous agreements (none of which
shall be used to interpret this Lease). Tenant acknowledges that in entering into this Lease it
has not relied upon any representation, warranty or statement, whether oral or written, not
expressly set forth herein. This Lease can be modified only by a written agreement signed by both
parties.



     25.11 Other. Landlord, at its option, may cure any Default, without waiving any right
or remedy or releasing Tenant from any obligation, in which event Tenant shall pay Landlord, upon
demand, the cost of such cure. If any provision hereof is void or unenforceable, no other
provision shall be affected. Submission of this instrument for examination or signature by Tenant
does not constitute an option or offer to lease, and this instrument is not binding until it has
been executed and delivered by both parties. If Tenant is comprised of two or more parties, their
obligations shall be joint and several. Time is of the essence with respect to the performance of
every provision hereof in which time of performance is a factor. So long as Tenant performs its
obligations hereunder, Tenant shall have peaceful and quiet possession of the Premises against any
party claiming by, through or under Landlord, subject to the terms hereof. Landlord may transfer
its interest herein, in which event Landlord shall be released from, and Tenant shall look solely
to the transferee for the performance of, and the transferee shall be deemed to have assumed, all
of Landlord’s obligations arising hereunder after the date of such transfer, but only to the extent
the transferee has assumed such obligations (whether by agreement or by operation of Law), and
Tenant shall attorn to the transferee. Landlord reserves all rights not expressly granted to
Tenant hereunder, including the right to make alterations to the Project. No rights to any view or
to light or air



19









 





over any property are granted to Tenant hereunder. The expiration or termination hereof shall
not relieve either party of any obligation that accrued before, or continues to accrue after, such
expiration or termination.




[SIGNATURES ARE ON THE FOLLOWING PAGE]




20









 








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



	 	 	 	 	 
	 	LANDLORD:



CA-METRO CENTER LIMITED PARTNERSHIP,

a Delaware limited partnership


By:
EOP Owner GP L.L.C., a Delaware limited liability        company, its general
partner

 	 
	 	By:  	/s/
John C. Moe	 
	 	 	Name:  	John C. Moe	 
	 	 	Title:  	Marketing
Managing Director	 
	 



	 	 	 	 	 
	 	TENANT:



QUINSTREET, INC., a Delaware corporation

 	 



	 	 	 	 	 
	 	By:  	/s/
Daniel E. Caul	 
	 	 	Name:  	Daniel E. Caul	 
	 	 	Title:  	SVP
& General Counsel 	 
	 	 	  	[chairman][president][vice-president] 	 
	 
	 	 	 
	 	By:  	/s/
Kenneth
Hahn	 
	 	 	Name:  	Kenneth
Hahn	 
	 	 	Title:  	CFO	 
	 	 	  	[secretary][assistant secretary][chief
financial officer][assistant treasurer] 	 
	 




21











 





EXHIBIT A




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




OUTLINE OF PREMISES

SUITE 400









1









 








EXHIBIT A




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




OUTLINE OF PREMISES



SUITE 500







Exhibit A






1









 








EXHIBIT A




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




OUTLINE OF PREMISES



SUITE 600








Exhibit A





2









 








EXHIBIT A-1




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




OUTLINE OF RESERVED PARKING SPACE



See Attached








Exhibit A







3









 








EXHIBIT B




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




WORK LETTER



     As used in this Exhibit B (this “Work Letter”), the following terms shall have the
following meanings: “Agreement” means the lease of which this Work Letter is a part. “Tenant
Improvements” means the initial Alterations performed by Tenant in order to prepare the Premises
for occupancy. “Tenant Improvement Work” means the construction of the Tenant Improvements,
together with any related work (including demolition) that is necessary to construct the Tenant
Improvements.



1 ALLOWANCE.




     1.1 Allowance. Tenant shall be entitled to a one-time tenant improvement allowance
(the “Allowance”) in the amount of $4,159,870.00 to be applied toward the Allowance Items (defined
in Section 1.2 below). Tenant shall be responsible for all costs associated with the
Tenant Improvement Work, including the costs of the Allowance Items, to the extent such costs
exceed the lesser of (a) the Allowance, or (b) the aggregate amount that Landlord is required to
disburse for such purpose pursuant to this Work Letter. Notwithstanding any contrary provision
hereof, if Tenant fails to use the entire Allowance by April 30, 2011, the unused amount shall
revert to Landlord and Tenant shall have no further rights with respect thereto.



     1.2 Disbursement.




          1.2.1 Allowance Items. Except as otherwise provided in this Work Letter, the
Allowance shall be disbursed by Landlord only for the following items (the “Allowance Items”): (a)
the fees of Tenant’s architect and engineers, if any, and any fees reasonably incurred by Landlord
for review of Tenant’s plans and specifications (the “Plans”) by Landlord’s third party
consultants; (b) plan-check, permit and license fees relating to performance of the Tenant
Improvement Work; (c) the cost of performing the Tenant Improvement Work, including after hours
charges, testing and inspection costs, hoisting and trash removal costs, construction management
fees, and contractors’ fees and general conditions; (d) the cost of any change to the base, shell
or core of the Premises or Building required by the Plans (including if such change is due to the
fact that such work is prepared on an unoccupied basis), including all direct architectural and/or
engineering fees and expenses incurred in connection therewith; (e) the cost of any change to the
Plans or Tenant Improvement Work required by Law; (f) sales and use taxes; and (g) all other costs
expended by Landlord in connection with the performance of the Tenant Improvement Work.




          1.2.2 Disbursement. :




               1.2.2.1 Monthly Disbursements. Not more frequently than once per calendar month,
Tenant may deliver to Landlord: (i) a request for payment of Tenant’s contractor, approved by
Tenant, in AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the
schedule of values, by trade, of percentage of completion of the Tenant Improvement Work, detailing
the portion of the work completed and the portion not completed (which approved request shall be
deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices
from all parties providing labor or materials to the Premises; (iii) executed conditional
mechanic’s lien releases from all parties providing labor or materials to the Premises (along with
unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph)
satisfying California Civil Code § 3262(d); and (iv) all other information reasonably requested by
Landlord. Within 30 days after receiving such materials, Landlord shall deliver a check to Tenant,
payable jointly to Tenant and its contractor, in the amount of the lesser of (a) the amount
requested by Tenant pursuant to the preceding sentence, less a 10% retention (the aggregate amount
of such retentions shall be referred to in this Work Letter as the “Final Retention”), or (b) the
amount of any remaining portion of the Allowance (not including the Final Retention). Landlord’s
payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work or
materials described in Tenant’s payment request.



               1.2.2.2 Final Retention. Subject to the terms hereof, Landlord shall deliver to
Tenant a check for the Final Retention within 30 days after the latest of (a) the completion of the
Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s
receipt of (i) paid invoices from all parties providing labor or materials to the Premises; (ii)
executed unconditional mechanic’s lien releases satisfying California Civil Code §§ 3262(d) and
3262(d)(4); (iii) a certificate



Exhibit B





1









 







from Tenant’s architect, in a form reasonably acceptable to Landlord, certifying that the
Tenant Improvement Work has been substantially completed; (iv) evidence that all governmental
approvals required for Tenant to legally occupy the Premises have been obtained; and (v) any other
information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of “as built”
drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s
standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor,
financial close-out matters, and Tenant’s vendors. Landlord’s payment of the Final Retention shall
not be deemed Landlord’s approval or acceptance of the work or materials described in Tenant’s
payment requests.




2 MISCELLANEOUS.




     2.1 Applicable Lease Provisions. The Tenant Improvement Work shall be subject to
Sections 7.2 and 7.3 of this Agreement.



          2.2 Plans and Specifications. Landlord shall provide Tenant with notice approving or
disapproving any proposed plans and specifications for the Tenant Improvement Work within the
Required Period (defined below) after the later of Landlord’s receipt thereof from Tenant or the
mutual execution and delivery of this Agreement. As used herein, “Required Period” means (a) 15
business days in the case of construction drawings, and (b) 10 business days in the case of any
other plans and specifications (including a space plan). Any such notice of disapproval shall
describe with reasonable specificity the basis of disapproval and the changes that would be
necessary to resolve Landlord’s objections. Provided that Tenant’s written request for approval of
the construction drawings for the Tenant Improvement Work (or, as the case may be, other plans and
specifications thereto), provides as follows in 14 point bold type on the top of the first page of
such written request: “LANDLORD’S FAILURE TO RESPOND WITHIN [15][10] BUSINESS DAYS TO THIS
REQUEST FOR APPROVAL SHALL BE DEEMED APPROVAL OF THE ALTERATIONS PROPOSED HEREIN”, then
Landlord’s failure to respond within the Required Period shall be deemed Landlord’s consent to the
proposed Tenant Improvement Work described with reasonable particularity in such written request.
Notwithstanding the terms of Section 8 of the Lease to the contrary, if (i) when Tenant
requests Landlord’s approval of any Tenant Improvement Work, Tenant specifically requests that
Landlord identify any such Tenant Improvement Work that will not be required to be removed pursuant
to Section 8 of the Lease, (ii) Landlord fails to respond within the stated Required
Period, and (iii) such Tenant Improvement Work is deemed approved in accordance with the foregoing
sentence, then the following provisions shall apply with respect to such Tenant Improvement Work:




          2.2.1 All such Tenant Improvement Work shall become Landlord’s property upon installation and
without compensation to Tenant; provided, however, that unless otherwise notified by Landlord,
Tenant, at its expense and before the expiration or earlier termination hereof, shall (a) remove
any such Tenant Improvement Work, (b) repair any resulting damage to the Premises or Building, and
(c) restore the affected portion of the Premises to its condition existing before the installation
of such Tenant Improvement Work. If Tenant fails to complete any removal, repair or restoration
when required under this Section 2.2, Landlord may do so at Tenant’s expense.




          2.2.2 If, subsequent to Landlord’s deemed approval of any such Tenant Improvement Work,
Tenant specifically requests that Landlord identify any such Tenant Improvement Work that will not
be required to be removed pursuant to Section 2.2.1 above, Landlord shall do so within 10
business days of such written request.




     2.3 No Coordination Fee. Tenant shall not be obligated to pay Landlord a fee in
connection with Landlord’s review of the Tenant Improvement Work.



     2.4 Tenant Default. Notwithstanding any contrary provision of this Agreement, if
Tenant Defaults, then (a) Landlord’s obligations under this Work Letter shall be excused, and
Landlord may cause Tenant’s contractor to cease performance of the Tenant Improvement Work, until
such default is cured, and (b) Tenant shall be responsible for any resulting delay in the
completion of the Tenant Improvement Work.



     2.5 Other. This Work Letter shall not apply to any space other than the Premises.



Exhibit B







2









 








EXHIBIT C




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




CONFIRMATION LETTER


                                        , 20___




	 	 	 	 	 

	To:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






	 	 	 

	Re:

	 	Office Lease (the “Lease”) dated                     , 2010 between CA-METRO CENTER LIMITED
PARTNERSHIP, a Delaware limited partnership (“Landlord”), and QUINSTREET, INC., a Delaware
corporation (“Tenant”), concerning Suites 400, 450, 500 and 600 on the 4th,
5th and 6th floor of the building located at 950 Tower Lane, Foster City,
California.
	 
	 	 
	 

	 	Lease ID:                                         
	 

	 	Business Unit Number:                     





Dear                     :




     In accordance with the Lease, Tenant accepts possession of the Premises and confirms the
following:




	 	1.	 	The Commencement Date is                      and the Expiration Date is
                    .
	 
	 	2.	 	The exact number of rentable square feet within the Premises is 63,998 square
feet, subject to Section 2.1.1 of the Lease.
	 
	 	3.	 	Tenant’s Share, based upon the exact number of rentable square feet within the
Premises, is 15.8793%, subject to Section 2.1.1 of the Lease.





     Please acknowledge the foregoing by signing all three (3) counterparts of this letter in the
space provided below and returning two (2) fully executed counterparts to my attention. Please
note that, pursuant to Section 2.1.1 of the Lease, if Tenant fails to execute and return
(or, by notice to Landlord, reasonably object to) this letter within ten (10) days after receiving
it, Tenant shall be deemed to have executed and returned it without exception.



	 	 	 	 	 	 	 	 

	 

	 	“Landlord”:	 	 	 
	 
	 	 	 	 	 	 
	 	 	CA-METRO CENTER LIMITED

PARTNERSHIP, a Delaware
limited partnership
	 
	 	 	 	 	 	 
	 	 	By: 	EOP Owner GP
L.L.C., a Delaware
limited liability
company, its general
partner
	 
	 	 	 	 	 	 
	 

	 	 	By: 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: 	 	 
	 

	 	 	 	 	 	 





Exhibit C






1









 







Agreed and Accepted as of                     , 200___.



“Tenant”:



QUINSTREET, INC., a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Exhibit C







2









 








EXHIBIT D




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




RULES AND REGULATIONS




     Tenant shall comply with the following rules and regulations (as modified or supplemented from
time to time, the “Rules and Regulations”). Landlord shall not be responsible to Tenant for the
nonperformance of any of the Rules and Regulations by any other tenants or occupants of the
Project. In the event of any conflict between the Rules and Regulations and the other provisions
of this Lease, the latter shall control.



     1. Tenant shall not alter any lock or install any new or additional locks or bolts on any
doors or windows of the Premises without obtaining Landlord’s prior consent. Tenant shall bear the
cost of any lock changes or repairs required by Tenant. Two (2) keys will be furnished by Landlord
for the Premises, and any additional keys required by Tenant must be obtained from Landlord at a
reasonable cost to be established by Landlord. Upon the termination of this Lease, Tenant shall
restore to Landlord all keys of stores, offices and toilet rooms furnished to or otherwise procured
by Tenant, and if any such keys are lost, Tenant shall pay Landlord the cost of replacing them or
of changing the applicable locks if Landlord deems such changes necessary.



     2. All doors opening to public corridors shall be kept closed at all times except for normal
ingress and egress to the Premises.



     3. Landlord may close and keep locked all entrance and exit doors of the Building during such
hours as are customary for comparable buildings in the vicinity of the Building. Tenant shall
cause its employees, agents, contractors, invitees and licensees who use Building doors during such
hours to securely close and lock them after such use. Any person entering or leaving the Building
during such hours, or when the Building doors are otherwise locked, may be required to sign the
Building register, and access to the Building may be refused unless such person has proper
identification or has a previously arranged access pass. Landlord will furnish passes to persons
for whom Tenant requests them. Tenant shall be responsible for all persons for whom Tenant
requests passes and shall be liable to Landlord for all acts of such persons. Landlord and its
agents shall not be liable for damages for any error with regard to the admission or exclusion of
any person to or from the Building. In case of invasion, mob, riot, public excitement or other
commotion, Landlord may prevent access to the Building or the Project during the continuance
thereof by any means it deems appropriate for the safety and protection of life and property.



     4. No furniture, freight or equipment shall be brought into the Building without prior notice
to Landlord. All moving activity into or out of the Building shall be scheduled with Landlord and
done only at such time and in such manner as Landlord designates. Landlord may prescribe the
weight, size and position of all safes and other heavy property brought into the Building and also
the times and manner of moving the same in and out of the Building. Safes and other heavy objects
shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to
properly distribute the weight. Landlord will not be responsible for loss of or damage to any such
safe or property. Any damage to the Building, its contents, occupants or invitees resulting from
Tenant’s moving or maintaining any such safe or other heavy property shall be the sole
responsibility and expense of Tenant (notwithstanding Sections 7 and 10.4 of this
Lease).



     5. No furniture, packages, supplies, equipment or merchandise will be received in the Building
or carried up or down in the elevators, except between such hours, in such specific elevator and by
such personnel as shall be designated by Landlord.



     6. Employees of Landlord shall not perform any work or do anything outside their regular
duties unless under special instructions from Landlord.



     7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or
affixed by Tenant on any part of the Premises or the Building without Landlord’s prior consent.
Tenant shall not disturb, solicit, peddle or canvass any occupant of the Project.



     8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed, and no foreign substance shall be thrown therein.
Notwithstanding Sections 7 and 10.4 of this Lease, Tenant shall bear the expense of
any breakage, stoppage or damage resulting from any violation of this rule by Tenant or any of its
employees, agents, contractors, invitees or licensees.



Exhibit D





1









 








     9. Tenant shall not overload the floor of the Premises, or mark, drive nails or screws or
drill into the partitions, woodwork or drywall of the Premises, or otherwise deface the Premises,
without Landlord’s prior consent. Tenant shall not purchase bottled water, ice, towel, linen,
maintenance or other like services from any person not approved by Landlord.



     10. Except for vending machines intended for the sole use of Tenant’s employees and invitees,
no vending machine or machines other than fractional horsepower office machines shall be installed,
maintained or operated in the Premises without Landlord’s prior consent.



     11. No inflammable, explosive or dangerous fluids or substances shall be used or kept by
Tenant in the Premises or about the Project, except for such substances as are typically found in
similar premises used for general office purposes and are being used by Tenant in a safe manner and
in accordance with all Laws. Without limiting the foregoing, Tenant shall not, without Landlord’s
prior consent, use, store, install, disturb, spill, remove, release or dispose of, within or about
the Premises or any other portion of the Project, any asbestos-containing materials or any solid,
liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions
of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Law. Tenant shall comply
with all Laws pertaining to and governing the use of these materials by Tenant and shall remain
solely liable for the costs of abatement and removal. No burning candle or other open flame shall
be ignited or kept by Tenant in the Premises or about the Project.



     12. Tenant shall not, without Landlord’s prior consent, use any method of heating or air
conditioning other than that supplied by Landlord.



     13. Tenant shall not use or keep any foul or noxious gas or substance in or on the Premises,
or occupy or use the Premises in a manner offensive or objectionable to Landlord or other occupants
of the Project by reason of noise, odors or vibrations, or interfere with other occupants or those
having business therein, whether by the use of any musical instrument, radio, CD player or
otherwise. Tenant shall not throw anything out of doors, windows or skylights or down passageways.



     14. Tenant shall not bring into or keep within the Project, the Building or the Premises any
animals (other than service animals), birds, aquariums, or, except in areas designated by Landlord,
bicycles or other vehicles.



     15. No cooking shall be done in the Premises, nor shall the Premises be used for lodging, for
living quarters or sleeping apartments, or for any improper, objectionable or immoral purposes.
Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and microwave ovens may
be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and invitees, provided that such use complies with all Laws.



     16. The Premises shall not be used for manufacturing or for the storage of merchandise except
to the extent such storage may be incidental to the Permitted Use. Tenant shall not occupy the
Premises as an office for a messenger-type operation or dispatch office, public stenographer or
typist, or for the manufacture or sale of liquor, narcotics or tobacco, or as a medical office, a
barber or manicure shop, or an employment bureau, without Landlord’s prior consent. Tenant shall
not engage or pay any employees in the Premises except those actually working for Tenant in the
Premises, nor advertise for laborers giving an address at the Premises.



     17. Landlord may exclude from the Project any person who, in Landlord’s judgment, is
intoxicated or under the influence of liquor or drugs, or who violates any of these Rules and
Regulations.



     18. Tenant shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts,
halls, stairways, elevators, vestibules or any Common Areas for the purpose of smoking tobacco
products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a
means of ingress and egress for the Premises.



     19. Tenant shall not waste electricity, water or air conditioning, shall cooperate with
Landlord to ensure the most effective operation of the Building’s heating and air conditioning
system, and shall not attempt to adjust any controls. Tenant shall install and use in the Premises
only ENERGY STAR rated equipment, where available. Tenant shall use recycled paper in the Premises
to the extent consistent with its business requirements.



     20. Tenant shall store all its trash and garbage inside the Premises. No material shall be
placed in the trash or garbage receptacles if, under Law, it may not be disposed of in the ordinary
and customary manner of disposing of trash and garbage in the vicinity of the Building. All trash,
garbage and refuse disposal shall be made only through entryways and elevators provided for such
purposes at such times as Landlord shall designate. Tenant shall comply with Landlord’s recycling
program, if any.



Exhibit D





2









 








     21. Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.



     22. Any persons employed by Tenant to do janitorial work shall be subject to Landlord’s prior
consent and, while in the Building and outside of the Premises, shall be subject to the control and
direction of the Building manager (but not as an agent or employee of such manager or Landlord),
and Tenant shall be responsible for all acts of such persons.



     23. No awning or other projection shall be attached to the outside walls of the Building
without Landlord’s prior consent. Other than Landlord’s Building-standard window coverings, 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. All electrical ceiling fixtures hung in the Premises or spaces
along the perimeter of the Building must be fluorescent and/or of a quality, type, design and a
warm white bulb color approved in advance by Landlord. Neither the interior nor exterior of any
windows shall be coated or otherwise sunscreened without Landlord’s prior consent. Tenant shall
abide by Landlord’s regulations concerning the opening and closing of window coverings.



     24. Tenant shall not obstruct any sashes, sash doors, skylights, windows or doors that reflect
or admit light or air into the halls, passageways or other public places in the Building, nor shall
Tenant place any bottles, parcels or other articles on the windowsills.



     25. Tenant must comply with requests by Landlord concerning the informing of their employees
of items of importance to the Landlord.



     26. Tenant must comply with the State of California “No-Smoking” law set forth in California
Labor Code Section 6404.5 and with any local “No-Smoking” ordinance that is not superseded by such
law.



     27. Tenant shall cooperate in any reasonable safety or security program developed by Landlord
or required by Law.



     28. All office equipment of an electrical or mechanical nature shall be placed by Tenant in
the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise or
annoyance.



     29. Tenant shall not use any hand trucks except those equipped with rubber tires and rubber
side guards.



     30. No auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be
conducted in the Premises without Landlord’s prior consent.



     31. Without Landlord’s prior consent, Tenant shall not use the name of the Project or Building
or use pictures or illustrations of the Project or Building in advertising or other publicity or
for any purpose other than as the address of the business to be conducted by Tenant in the
Premises.



     Landlord may from time to time modify or supplement these Rules and Regulations in a manner
that, in Landlord’s reasonable judgment, is appropriate for the management, safety, care and
cleanliness of the Premises, the Building, the Common Areas and the Project, for the preservation
of good order therein, and for the convenience of other occupants and tenants thereof, provided
that (a) no such modification or supplement shall materially reduce Tenant’s rights or materially
increase Tenant’s obligations hereunder and (b) in the event of any conflict between such
modification or supplement and the other provisions of this Lease (other than those set forth in
this Exhibit D), the other provisions of the Lease shall control. Landlord may waive any
of these Rules and Regulations for the benefit of any tenant, but no such waiver shall be construed
as a waiver of such Rule and Regulation in favor of any other tenant nor prevent Landlord from
thereafter enforcing such Rule and Regulation against any tenant.



Exhibit D






3









 








EXHIBIT E




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



JUDICIAL REFERENCE




     IF (AND ONLY IF) THE JURY-WAIVER PROVISIONS OF SECTION 25.7 OF THIS LEASE ARE NOT
ENFORCEABLE UNDER CALIFORNIA LAW, THE PROVISIONS SET FORTH BELOW SHALL APPLY.



     It is the desire and intention of the parties to agree upon a mechanism and procedure under
which controversies and disputes arising out of this Lease or related to the Premises will be
resolved in a prompt and expeditious manner. Accordingly, except with respect to actions for
unlawful or forcible detainer or with respect to the prejudgment remedy of attachment, any action,
proceeding or counterclaim brought by either party hereto against the other (and/or against its
officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters
arising out of or in any way connected with this Lease, Tenant’s use or occupancy of the Premises
and/or any claim of injury or damage, whether sounding in contract, tort, or otherwise, shall be
heard and resolved by a referee under the provisions of the California Code of Civil Procedure,
Sections 638 — 645.1, inclusive (as same may be amended, or any successor statute(s) thereto) (the
“Referee Sections”). Any fee to initiate the judicial reference proceedings and all fees charged
and costs incurred by the referee shall be paid by the party initiating such procedure (except that
if a reporter is requested by either party, then a reporter shall be present at all proceedings
where requested and the fees of such reporter — except for copies ordered by the other parties —
shall be borne by the party requesting the reporter); provided however, that allocation of the
costs and fees, including any initiation fee, of such proceeding shall be ultimately determined in
accordance with Section 25.5 of this Lease. The venue of the proceedings shall be in the
county in which the Premises is located. Within 10 days of receipt by any party of a request to
resolve any dispute or controversy pursuant to this Exhibit E, the parties shall agree upon
a single referee who shall try all issues, whether of fact or law, and report a finding and
judgment on such issues as required by the Referee Sections. If the parties are unable to agree
upon a referee within such 10-day period, then any party may thereafter file a lawsuit in the
county in which the Premises is located for the purpose of appointment of a referee under the
Referee Sections. If the referee is appointed by the court, the referee shall be a neutral and
impartial retired judge with substantial experience in the relevant matters to be determined, from
Jams/Endispute, Inc., ADR Services, Inc. or a similar mediation/arbitration entity approved by each
party in its sole and absolute discretion. The proposed referee may be challenged by any party for
any of the grounds listed in the Referee Sections. The referee shall have the power to decide all
issues of fact and law and report his or her decision on such issues, and to issue all recognized
remedies available at law or in equity for any cause of action that is before the referee,
including an award of attorneys’ fees and costs in accordance with this Lease. The referee shall
not, however, have the power to award punitive damages, nor any other damages that are not
permitted by the express provisions of this Lease, and the parties waive any right to recover any
such damages. The parties may conduct all discovery as provided in the California Code of Civil
Procedure, and the referee shall oversee discovery and may enforce all discovery orders in the same
manner as any trial court judge, with rights to regulate discovery and to issue and enforce
subpoenas, protective orders and other limitations on discovery available under California Law.
The reference proceeding shall be conducted in accordance with California Law (including the rules
of evidence), and in all regards, the referee shall follow California Law applicable at the time of
the reference proceeding. The parties shall promptly and diligently cooperate with one another and
the referee, and shall perform such acts as may be necessary to obtain a prompt and expeditious
resolution of the dispute or controversy in accordance with the terms of this Exhibit E.
In this regard, the parties agree that the parties and the referee shall use best efforts to ensure
that (a) discovery be conducted for a period no longer than 6 months from the date the referee is
appointed, excluding motions regarding discovery, and (b) a trial date be set within 9 months of
the date the referee is appointed. In accordance with Section 644 of the California Code of Civil
Procedure, the decision of the referee upon the whole issue must stand as the decision of the
court, and upon the filing of the statement of decision with the clerk of the court, or with the
judge if there is no clerk, judgment may be entered thereon in the same manner as if the action had
been tried by the court. Any decision of the referee and/or judgment or other order entered
thereon shall be appealable to the same extent and in the same manner that such decision, judgment,
or order would be appealable if rendered by a judge of the superior court in which venue is proper
hereunder. The referee shall in his/her statement of decision set forth his/her findings of fact
and conclusions of law. The parties intend this general reference agreement to be specifically
enforceable in accordance with the Code of Civil Procedure. Nothing in this Exhibit E
shall prejudice the right of any party to obtain provisional relief or other equitable remedies
from a court of competent jurisdiction as shall otherwise be available under the Code of Civil
Procedure and/or applicable court rules.



Exhibit E







1









 








EXHIBIT F




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA




ADDITIONAL PROVISIONS




	1.	 	Asbestos Notification. Tenant acknowledges that it has received the asbestos
notification letter attached to this Lease as Exhibit G, disclosing the existence of
asbestos in the Building. Tenant agrees to comply with the California “Connelly Act” and
other applicable laws, including by providing copies of Landlord’s asbestos notification
letter to all of Tenant’s “employees” and “owners”, as those terms are defined in the Connelly
Act and other applicable laws.
	 
	2.	 	Provisions Required Under Existing Security Agreement. Notwithstanding any contrary
provision of this Lease:






	 	A.	 	Permitted Use. No portion of the Premises shall be used for any of the
following uses: any pornographic or obscene purposes, any commercial sex
establishment, any pornographic, obscene, nude or semi-nude performances, modeling,
materials, activities, or sexual conduct or any other use that, as of the time of the
execution hereof, has or could reasonably be expected to have a material adverse effect
on the Property or its use, operation or value.
	 
	 	B.	 	Subordination and Attornment. This Lease shall be subject and subordinate to
any Security Agreement (other than a ground lease) existing as of the date of mutual
execution and delivery of this Lease (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, an “Existing Security Agreement”)
or any loan document secured by any Existing Security Agreement (an “Existing Loan
Document”). In the event of the enforcement by any Security Holder of any remedy under
any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option
of the Security Holder or of any other person or entity succeeding to the interest of
the Security Holder as a result of such enforcement, attorn to the Security Holder or
to such person or entity and shall recognize the Security Holder or such successor in
the interest as lessor under this Lease without change in the provisions thereof;
provided, however, the Security Holder or such successor in interest shall not be
liable for or bound by (i) any payment of an installment of rent or additional rent
which may have been made more than thirty (30) days before the due date of such
installment, (ii) any act or omission of or default by Landlord under this Lease (but
the Security Holder, or such successor, shall be subject to the continuing obligations
of Landlord to the extent arising from and after such succession to the extent of the
Security Holder’s, or such successor’s, interest in the Property), (iii) any credits,
claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any
obligation under this Lease to maintain a fitness facility at the Property. Tenant,
upon the reasonable request by the Security Holder or such successor in interest, shall
execute and deliver an instrument or instruments confirming such attornment.
Notwithstanding the foregoing, in the event the Security Holder under any Existing
Security Agreement or Existing Loan Document shall have entered into a separate
subordination, attornment and non-disturbance agreement directly with Tenant governing
Tenant’s obligation to attorn to the Security Holder or such successor in interest as
lessor (including, without limitation, any such agreement executed and delivered
pursuant to Section 17.1 of the Lease), the terms and provisions of such
agreement shall supersede the provisions of this Subsection.
	 
	 	C.	 	Proceeds.






	 	1.	 	As used herein, “Proceeds” means any compensation, awards,
proceeds, damages, claims, insurance recoveries, causes or rights of action
(whenever accrued) or payments which Landlord may receive or to which Landlord
may become entitled with respect to the Property or any part thereof (other
than payments received in connection with any liability or loss of rental value
or business interruption insurance) in connection with any taking by
condemnation or eminent domain (“Taking”) of, or any casualty or other damage
or injury to, the Property or any part thereof.
	 
	 	2.	 	Nothing in this Lease shall be deemed to entitle Tenant to
receive and retain Proceeds except those that may be specifically awarded to it
in condemnation proceedings because of the Taking of its trade fixtures and its
leasehold





Exhibit F





1









 









	 	 	 	improvements which have not become part of the Property and such business
loss as Tenant may specifically and separately establish. Nothing in the
preceding sentence shall be deemed to expand any right Tenant may have under
this Lease to receive or retain any Proceeds.
	 
	 	3.	 	Nothing in this Lease shall be deemed to prevent Proceeds from
being held and disbursed by any Security Holder under any Existing Loan
Documents in accordance with the terms of such Existing Loan Documents.
However, if, in the event of any casualty or partial Taking, any obligation of
Landlord under this Lease to restore the Premises or the Building is materially
diminished by the operation of the preceding sentence, then Landlord, as soon
as reasonably practicable after the occurrence of such casualty or partial
Taking, shall provide written notice to Tenant describing such diminution with
reasonably specificity, whereupon, unless Landlord has agreed in writing, in
its sole and absolute discretion, to waive such diminution, Tenant, by written
notice to Landlord delivered within 10 days after receipt of Landlord’s notice,
shall have the right to terminate this Lease effective 10 days after the date
of such termination notice.






	3.	 	Outdoor Patio.






	 	3.1.	 	During the Term and subject to the terms of this Section 3, Tenant
shall have the right to use the areas shown on Exhibit H attached hereto for
outdoor seating (each an “Outdoor Patio” and collectively, the “Outdoor Patios”).
Tenant, at its cost, shall obtain any governmental approvals that may be necessary for
Tenant to lawfully use the Outdoor Patios, and in all other respects Tenant’s use of
the Outdoor Patios shall comply with all applicable Laws. The Outdoor Patios shall be
deemed part of the Premises for purposes of Tenant’s insurance, waiver, release and
indemnification obligations under the Lease.
	 
	 	3.2.	 	Tenant shall not construct any improvements in or on the Outdoor Patios;
provided, however, that, subject to applicable Law and Landlord’s prior written consent
(which consent shall not be unreasonably withheld, conditioned or delayed), Tenant, at
its cost, may fabricate and install signage at the entrance to the Outdoor Patios which
indicates that such Outdoor Patios are for the exclusive use of the Tenant. Tenant
shall remove any such signage upon the expiration or earlier termination of the Term
and restore such areas of the Building to the condition which existed prior to such
signage installation. Notwithstanding any provision in the Lease to the contrary,
Landlord shall have no obligation to restrict others from entering into or using the
Outdoor Patios; provided, however, that Landlord shall not enter into a license or
lease with another person or entity for such Outdoor Patios. Tenant, at its expense,
may furnish each of the Outdoor Patios with up to 4 tables, 4 chairs, and a reasonable
number of trash receptacles (collectively, the “Outdoor Furniture”); provided, however,
that the color, design, material, finish, size, location and method of installation of
the Outdoor Furniture shall be subject to Landlord’s prior approval in its reasonable
discretion. No item of Outdoor Furniture shall display any logo or graphics, and no
material component of any item of Outdoor Furniture shall be made of plastic. Except
as otherwise explicitly permitted in this Section 3, Tenant shall not place any
furniture or other personalty in or on the Outdoor Patios.
	 
	 	3.3.	 	Tenant, at its cost, shall (i) keep the Outdoor Patios and the Outdoor
Furniture free of trash and litter and otherwise in a sanitary, clean, neat and orderly
condition; (ii) keep the Outdoor Furniture and any Tenant installed signage in good
working order and condition; and (iii) maintain the appearance of the Outdoor Furniture
and any Tenant installed signage. Without limiting the foregoing, upon Landlord’s
request from time to time, Tenant, at its expense, shall refurbish or replace any item
of Outdoor Furniture or Tenant installed signage that Landlord determines in good faith
requires such refurbishment or replacement.
	 
	 	3.4.	 	If Tenant fails to perform any of its obligations under this Section 3,
beyond any applicable notice and cure period, then Landlord, at its option, may (i)
perform such obligation at Tenant’s cost, or (ii) by notice to Tenant, terminate
Tenant’s rights to use the Outdoor Patios. No reduction or termination of Tenant’s
rights with respect to the Outdoor Patios shall diminish or otherwise affect Tenant’s
obligations under the Lease.






	4.	 	Letter of Credit.






	 	4.1	 	General Provisions. Concurrently with Tenant’s execution of this
Lease, Tenant shall deliver to Landlord, as collateral for the full performance by
Tenant of all of its





Exhibit F





2









 










	 	 	 	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 either (i) the form of Exhibit I hereto and containing the
terms required herein or (ii) in such other standard form of the financial
institution issuing such Letter of Credit, so long as (a) such standard form contains
the terms required herein, (b) such standard form contains terms that are materially
consistent with the terms set forth in the form attached hereto as Exhibit I,
and (c) such standard form contains only those other terms that are acceptable to the
Landlord in its reasonable discretion. The Letter of Credit shall be in the face
amount of $500,000.00 (the “Letter of Credit Amount”), name Landlord as
beneficiary, and permit multiple and partial draws. The Letter of Credit shall be
issued (or confirmed) by a financial institution that meets the Minimum Financial
Requirement and is otherwise reasonably acceptable to Landlord. For purposes hereof,
a financial institution shall be deemed to meet the “Minimum Financial Requirement”
on a particular date if and only if, as of such date, such financial institution (x)
has not been placed into receivership by the FDIC; and (y) has a financial strength
that, in Landlord’s good faith judgment, is not less than that which is then
generally required by Landlord and its affiliates as a condition to accepting letters
of credit in support of new leases. 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 120 days after the scheduled expiration date of the Term, the
Extension Term (as applicable), the Second Extension Term (as applicable) or any
other renewal term. 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 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 4, shall be irrevocable, transferable and shall
remain in effect (or be automatically renewable) through the Final LC Expiration
Date.
	 
	 	4.2	 	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 a Default occurs; or (ii) 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),
and Tenant fails to deliver to Landlord, at least 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 4. 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 Default by Tenant
under this Lease or upon the occurrence of any of the other events described above in
this Section 4.
	 
	 	4.3	 	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 or that Landlord
reasonably estimates that it may suffer 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 incurred by Landlord in
connection with the Lease (including 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 is not in Default of any of its obligations under this Lease,
Landlord agrees to pay to Tenant within 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.





Exhibit F





3









 









	 	4.4	 	Additional Covenants of Tenant. If, as result of any proper
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 five 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 4, and if Tenant fails to
comply with the foregoing, notwithstanding anything to the contrary contained in this
Lease, the same shall constitute an uncurable 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.
	 
	 	4.5	 	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.
	 
	 	4.6	 	Nature of Letter of Credit. Landlord and Tenant (1) 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 (including the LC Proceeds
Account) 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 exist or as may be hereafter amended or succeeded
(“Security Deposit Laws”), (2) 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 (3) 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.
	 
	 	4.7	 	Not a Security Deposit. 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 (i) establish the time frame by which Landlord must refund a security
deposit under a lease, and/or (ii) 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 4 above
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 omission of Tenant or any other
Tenant Parties (as defined below), including any damages Landlord suffers following
termination of the Lease. As used herein, “Tenant Parties” shall mean Tenant and its
(direct or indirect) owners, and their respective beneficiaries, trustees, officers,
directors, employees and agents.






	5.	 	Early Entry for Suites 400, 450 and 500. After the final execution and
delivery (in each parties’ sole and absolute discretion) of this Lease and provided Tenant has
delivered the prepaid Base Rent, the Letter of Credit and insurance certificates (pursuant to
Section 10.3 of this Lease), Tenant may enter Suites 400, 450 and 500 of the Building
prior to the Commencement Date, at its sole risk for the purpose of performing the Tenant
Improvement Work (as defined in Exhibit B hereto) and for the Permitted Use. Other
than the obligation to pay Base Rent and Tenant’s Share of any Expense Excess or Tax Excess,
all of Tenant’s obligations hereunder shall apply during any period of such early entry.
	 
	6.	 	Early Entry for Suite 600. Effective as of April 1, 2010 (the “Suite 600
Early Access Date”), so long as this Lease has been fully executed and delivered (in each
parties’ sole and absolute discretion) and Tenant has delivered the prepaid Base Rent, the
Letter of Credit and insurance





Exhibit F





4









 









	 	 	certificates (pursuant to Section 10.3 of this Lease), Tenant may enter Suite 600 of
the Building prior the Commencement Date, at its sole risk for the purpose of performing the
Tenant Improvement Work (as defined in Exhibit B hereto) and for the Permitted Use.
Other than the obligation to pay Base Rent and Tenant’s Share of any Expense Excess or Tax
Excess, all of Tenant’s obligations hereunder shall apply during any period of such early
entry. Notwithstanding the foregoing, if Landlord fails to provide Tenant with early
access to Suite 600 of the Building on or before the Suite 600 Early Access Date, as a
result of any holdover or unlawful possession by another party, Landlord shall use
reasonable efforts to obtain possession of such space and the Suite 600 Early Access Date
shall be the date on which Landlord provides access to Suite 600 of the Building to Tenant
free from occupancy by any party. Any such delay in the Suite 600 Early Access Date shall
not subject Landlord to any liability for any loss or damage resulting therefrom. If the
Suite 600 Early Access Date is delayed, the expiration date under the Lease shall not be
similarly extended.
	 
	7.	 	Extension Option.






	 	7.1.	 	Grant of Option; Conditions. Tenant shall have the right (the
“Extension Option”) to extend the Term for one additional period of one (1) year
commencing on the day following the Expiration Date and ending on the first anniversary
of the Expiration Date (the “Extension Term”), if:






	 	A.	 	Not less than 9 and not more than 15 full calendar months
before the Expiration Date, Tenant delivers written notice to Landlord
(“Extension Notice”) electing to exercise the Extension Option;
	 
	 	B.	 	Tenant is not in default under the Lease beyond any applicable
cure period when Tenant delivers the Extension Notice;
	 
	 	C.	 	No part of the Premises is sublet (other than pursuant to a
Permitted Transfer) when Tenant delivers the Extension Notice; and
	 
	 	D.	 	The Lease has not been assigned (other than pursuant to a
Permitted Transfer) before Tenant delivers the Extension Notice.






	 	7.2.	 	Terms Applicable to Extension Term.






	 	A.	 	During the Extension Term, (a) the Base Rent rate per rentable
square foot shall be equal to a rate of $3.45 per rentable square foot per
month; and (b) Base Rent shall be payable in monthly installments in accordance
with the terms and conditions of the Lease.
	 
	 	B.	 	During the Extension Term, Tenant shall pay Tenant’s Share of
Expenses and Taxes for the Premises in accordance with the Lease.






	 	7.3.	 	Extension Amendment. If Tenant is entitled to and properly exercises
its Extension Option, Landlord, within a reasonable time thereafter, shall prepare and
deliver to Tenant an amendment (the “Extension Amendment”) reflecting changes in the
Base Rent, the Term, the Expiration Date, and other appropriate terms, and Tenant shall
execute and return the Extension Amendment to Landlord within 15 days after receiving
it.
	 
	 	7.4.	 	Intentionally Omitted.






	8.	 	Second Extension Option.






	 	8.1.	 	Grant of Option; Conditions. Tenant shall have the right (the “Second
Extension Option”) to extend the term of the Lease for one additional period of one (1)
year commencing on the day following the expiration of the Extension Term (if any) and
ending on the first anniversary thereof (the “Second Extension Term”), if:






	 	A.	 	Not less than 6 and not more than 12 full calendar months
before the expiration date of the Extension Term (if any), Tenant delivers
written notice to Landlord (for purposes hereof, the “Second Extension Notice”)
electing to exercise the Second Extension Option;
	 
	 	B.	 	Tenant is not in default under the Lease beyond any applicable
cure period when Tenant delivers the Second Extension Notice;
	 
	 	C.	 	No part of the Premises is sublet (other than pursuant to a
Permitted Transfer) when Tenant delivers the Second Extension Notice; and





Exhibit F






5









 









	 	D.	 	The Lease has not been assigned (other than pursuant to a
Permitted Transfer) before Tenant delivers the Second Extension Notice.






	 	8.2.	 	Terms Applicable to Second Extension Term.






	 	A.	 	During the Second Extension Term, (a) the Base Rent rate per
rentable square foot shall be equal to a rate of $3.55 per rentable square foot
per month; and (b) Base Rent shall be payable in monthly installments in
accordance with the terms and conditions of the Lease.
	 
	 	B.	 	During the Second Extension Term, Tenant shall pay Tenant’s
Share of Expenses and Taxes for the Premises in accordance with the Lease.






	 	8.3.	 	Second Extension Amendment. If Tenant is entitled to and properly
exercises its Second Extension Option, Landlord, within a reasonable time thereafter,
shall prepare and deliver to Tenant an amendment (for purposes hereof, the “Second
Extension Amendment”) reflecting changes in the Base Rent, the term of the Lease, the
expiration date of the Lease, and other appropriate terms, and Tenant shall execute and
return the Second Extension Amendment to Landlord within 15 days after receiving it.
	 
	 	8.4.	 	Intentionally Omitted.






	9.	 	Right of First Refusal.






	 	9.1	 	Grant of Option; Conditions. Tenant shall have a one-time right of
first refusal (the “Right of First Refusal”) with respect to each of the following
suites (and with respect to each portion of each such suite) (each such suite or
portion thereof, a “Potential Refusal Space”): (i) the 11,487 rentable square feet
known as Suite 700 on the seventh floor of the Building shown on the demising plan
attached to the Lease as Exhibit J, (ii) the 2,581rentable square feet known as
Suite 730 on the seventh floor of the Building shown on the demising plan attached to
the Lease as Exhibit K; (iii) the 3,033 rentable square feet known as Suite 750
on the seventh floor of the Building shown on the demising plan attached to the Lease
as Exhibit L; (iv) the 1,971 rentable square feet known as Suite 770 on the
seventh floor of the Building shown on the demising plan attached to the Lease as
Exhibit M; (v) the 1,581 rentable square feet known as Suite 780 on the seventh
floor of the Building shown on the demising plan attached to the Lease as Exhibit
N; (vi) the 1,939 rentable square feet known as Suite 790 on the seventh floor of
the Building shown on the demising plan attached to the Lease as Exhibit O;
(vii) the 9,451 rentable square feet known as Suite 800 on the eighth floor of the
Building shown on the demising plan attached to the Lease as Exhibit P; (viii)
the 9,037 rentable square feet known as Suite 870 on the eighth floor of the Building
shown on the demising plan attached to the Lease as Exhibit Q; and (ix) the
4,107 rentable square feet known as Suite 888 on the eighth floor of the Building shown
on the demising plan attached to the Lease as Exhibit R . Tenant’s Right of
First Refusal shall be exercised as follows: when Landlord has a prospective tenant,
other than any existing occupant of such space, (the “Prospect”) interested in leasing
any Potential Refusal Space, Landlord shall advise Tenant (the “Advice”) of the terms
under which Landlord is prepared to lease such Potential Refusal Space (a “Refusal
Space”) to such Prospect and Tenant may lease the Refusal Space, under such terms, by
delivery of written notice of exercise to Landlord (the “Notice of Exercise”) within
five (5) days after the date of the Advice, except that Tenant shall have no such Right
of First Refusal, and Landlord need not provide Tenant with an Advice with respect to
any Potential Refusal Space, if:






	 	A.	 	Tenant is in default under the Lease beyond any applicable cure
periods at the time that Landlord would otherwise deliver the Advice; or
	 
	 	B.	 	the Premises, or any portion thereof, is sublet (other than
pursuant to a Permitted Transfer, as defined in Section 14.8 of the
Lease) at the time Landlord would otherwise deliver the Advice; or
	 
	 	C.	 	a Transfer (defined in Section 14 of the Lease), other
than a sublease or a Permitted Transfer (defined in Section 14.8 of the
Lease), has occurred before the date Landlord would otherwise deliver the
Advice; or
	 
	 	D.	 	Tenant is not occupying the Premises on the date Landlord would
otherwise deliver the Advice; or





Exhibit F





6









 









	 	E.	 	such Potential Refusal Space is not intended for the exclusive
use of Tenant during the Term.






	 	9.2	 	Terms for Refusal Space.






	 	A.	 	If Tenant elects to exercise its Right of First Refusal, the
Term for the Refusal Space shall commence upon the commencement date stated in
the Advice, and upon such commencement date such Refusal Space shall be
considered a part of the Premises, provided that all of the terms stated in
such Advice, including the expiration date set forth in the Advice, shall
govern Tenant’s leasing of the Refusal Space and only to the extent that they
do not conflict with the Advice, the terms and conditions of the Lease shall
apply to the Refusal Space. Tenant shall pay Base Rent and Additional Rent for
the Refusal Space in accordance with the terms and conditions of the Advice.
	 
	 	B.	 	The Refusal Space (including improvements and personalty, if
any) shall be accepted by Tenant in its condition and as-built configuration
existing on the earlier of the date Tenant takes possession of the Refusal
Space or the date the term for such Refusal Space commences, unless the Advice
specifies work to be performed by Landlord in the Refusal Space, in which case
Landlord shall perform such work in the Refusal Space. If Landlord is delayed
delivering possession of the Refusal Space due to the holdover or unlawful
possession of such space by any party, Landlord shall use reasonable efforts to
obtain possession of the space, and the commencement of the term for the
Refusal Space shall be postponed until the date Landlord delivers possession of
the Refusal Space to Tenant free from occupancy by any party.






	 	9.3	 	Termination of Right of First Refusal. The rights of Tenant hereunder
with respect to any Potential Refusal Space shall terminate on the earlier to occur of:
(i) October 31, 2017 (unless Tenant has exercised its Extension Option (defined in
Section 7 above) and/or the Second Extension Option (defined in Section
8 above), in which event the date shall be one (1) year before the scheduled
expiration date of the Extension Term or, as applicable, the date that is one (1) year
before the scheduled expiration date of the Second Extension Term); (ii) Tenant’s
failure to exercise its Right of First Refusal with respect to such Potential Refusal
Space within the five (5)-day period provided in Section 9.1 above; and (iii)
the date Landlord would have provided Tenant an Advice for such Potential Refusal Space
if Tenant had not been in violation of one or more of the conditions set forth in
Section 9.1 above. In addition, if Landlord provides Tenant with an Advice for
any Refusal Space that contains expansion rights (whether such rights are described as
an expansion option, right of first refusal, right of first offer or otherwise) with
respect to any other Potential Refusal Space (such other Potential Refusal Space
subject to such expansion rights is referred to herein as an “Encumbered Potential
Refusal Space”) and Tenant does not exercise its Right of First Refusal to lease such
Refusal Space pursuant to the Advice, Tenant’s Right of First Refusal with respect to
the Encumbered Potential Refusal Space shall be subject and subordinate to all such
expansion rights contained in the Advice.
	 
	 	9.4	 	Refusal Space Amendment. If Tenant exercises its Right of First
Refusal, Landlord shall prepare an amendment (the “Refusal Space Amendment”) adding the
Refusal Space to the Premises on the terms set forth in the Advice and reflecting the
changes in the Base Rent, rentable square footage of the Premises, Tenant’s Share and
other appropriate terms. A copy of the Refusal Space Amendment shall be sent to Tenant
within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by
Tenant, and Tenant shall execute and return the Refusal Space Amendment to Landlord
within 15 days thereafter, but an otherwise valid exercise of the Right of First
Refusal shall be fully effective whether or not the Refusal Space Amendment is
executed.
	 
	 	9.5	 	Intentionally Omitted.






	10.	 	Tenant Security System. Subject to all provisions of this Lease applicable to
Alterations and Tenant-Insured Improvements, Tenant shall be permitted to install a security
system for the Premises (“Tenant Security System”). Tenant shall provide Landlord with such
access cards, keys, code information and other materials and information as may be necessary
for Landlord to access the Premises. From time to time Landlord may review any Tenant
Security System, and if Landlord reasonably determines that such Tenant Security System
adversely affects the Premises, the Base Building, the Building, or any other occupants of the
Building, then, within a reasonable





Exhibit F





7









 









	 	 	time after Landlord’s written request, Tenant shall make reasonable changes in personnel
and/or equipment in order to eliminate such adverse effect.
	 
	11.	 	Supplemental HVAC. Subject to the terms of this Section 11, Tenant may
install and operate in the Premises up to six (6) supplemental HVAC units (each, a
“Supplemental HVAC Unit”). Two (2) of the Supplemental HVAC Units may be up to fifteen tons
each and four (4) of the Supplemental HVAC Units may be up to two (2) tons each. Each of the
Supplemental HVAC Units shall be connected to the Building’s condenser water loop; provided,
however, that Tenant shall not use more than its proportionate share of the Building’s excess
water condenser capacity. All aspects of each Supplemental HVAC Unit, including its location
within the Premises, the manner in which it is vented, and the manner in which it is connected
to the Building’s condenser water loop, shall be subject to Landlord’s prior approval pursuant
to Sections 7.2 and 7.3 of this Lease. Tenant shall pay the cost of all
electricity consumed in connection with the operation of each Supplemental HVAC Unit, together
with the cost of installing a submeter to measure such electrical consumption. Tenant, at its
expense, shall maintain and repair each Supplemental HVAC Unit in good working order and
condition. Without limiting the foregoing, Tenant, at its expense, shall procure and maintain
in effect throughout the Term a contract (the “Service Contract”) for the maintenance, repair
and replacement of the Supplemental HVAC Units with a contractor reasonably approved by
Landlord. Tenant shall follow all reasonable recommendations of such contractor for the
maintenance, repair and replacement of the Supplemental HVAC Units. The Service Contract
shall require the contractor, at intervals of not less than three (3) months, to inspect the
Supplemental HVAC Units and provide to Tenant a report of any defective conditions, together
with any recommendations for maintenance, repair and/or replacement. Tenant shall provide
Landlord with a copy of the Service Contract and each quarterly service report issued
thereunder promptly upon mutual execution or receipt thereof. Upon the expiration or earlier
termination of this Lease, Tenant shall convey title to the Supplemental HVAC Unit(s) to
Landlord, free of any encumbrance; provided, however, that to the extent required by
Section 8 of the Lease or Section 2.2 of Exhibit B hereto (as
applicable), Tenant, at its expense, shall remove the Supplemental HVAC Unit(s) and repair any
resulting damage.





Exhibit F





8











 





EXHIBIT G




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



ASBESTOS NOTIFICATION



     Asbestos-containing materials (“ACMs”) were historically commonly used in the construction of
commercial buildings across the country. ACMs were commonly used because of their beneficial
qualities; ACMs are fire-resistant and provide good noise and temperature insulation.



     Some common types of ACMs include surfacing materials (such as spray-on fireproofing, stucco,
plaster and textured paint), flooring materials (such as vinyl floor tile and vinyl floor sheeting)
and their associated mastics, carpet mastic, thermal system insulation (such as pipe or duct wrap,
boiler wrap and cooling tower insulation), roofing materials, drywall, drywall joint tape and
drywall joint compound, acoustic ceiling tiles, transite board, base cove and associated mastic,
caulking, window glazing and fire doors. These materials are not required under law to be removed
from any building (except prior to demolition and certain renovation projects). Moreover, ACMs
generally are not thought to present a threat to human health unless they cause a release of
asbestos fibers into the air, which does not typically occur unless (1) the ACMs are in a
deteriorated condition, or (2) the ACMs have been significantly disturbed (such as through abrasive
cleaning, or maintenance or renovation activities).



     It is possible that some of the various types of ACMs noted above (or other types) are present
at various locations in the Building. Anyone who finds any such materials in the building should
assume them to contain asbestos unless those materials are properly tested and determined to be
otherwise. In addition, Landlord has identified the presence of certain ACMs in the Building. For
information about the specific types and locations of these identified ACMs, please contact the
Building manager. The Building manager maintains records of the Building’s asbestos information
including any Building asbestos surveys, sampling and abatement reports. This information is
maintained as part of Landlord’s asbestos Operations and Maintenance Plan (“O&M Plan”).



     The O&M Plan is designed to minimize the potential of any harmful asbestos exposure to any
person in the building. Because Landlord is not a physician, scientist or industrial hygienist,
Landlord has no special knowledge of the health impact of exposure to asbestos. Therefore,
Landlord hired an independent environmental consulting firm to prepare the Building’s O&M Plan.
The O&M Plan includes a schedule of actions to be taken in order to (1) maintain any building ACMs
in good condition, and (2) to prevent any significant disturbance of such ACMs. Appropriate
Landlord personnel receive regular periodic training on how to properly administer the O&M Plan.



     The O&M Plan describes the risks associated with asbestos exposure and how to prevent such
exposure. The O&M Plan describes those risks, in general, as follows: asbestos is not a
significant health concern unless asbestos fibers are released and inhaled. If inhaled, asbestos
fibers can accumulate in the lungs and, as exposure increases, the risk of disease (such as
asbestosis and cancer) increases. However, measures taken to minimize exposure and consequently
minimize the accumulation of fibers, can reduce the risk of adverse health effects.



     The O&M Plan also describes a number of activities which should be avoided in order to prevent
a release of asbestos fibers. In particular, some of the activities which may present a health
risk (because those activities may cause an airborne release of asbestos fibers) include moving,
drilling, boring or otherwise disturbing ACMs. Consequently, such activities should not be
attempted by any person not qualified to handle ACMs. In other words, the approval of Building
management must be obtained prior to engaging in any such activities. Please contact the Building
manager for more information in this regard. A copy of the written O&M Plan for the Building is
located in the Building Management Office and, upon your request, will be made available to tenants
to review and copy during regular business hours.



     Because of the presence of ACM in the Building, Landlord is also providing the following
warning, which is commonly known as a California Proposition 65 warning:



WARNING: This building contains asbestos, a chemical known to the State of California to cause
cancer.




     Please contact the Building manager with any questions regarding the contents of this
Exhibit G.



Exhibit G





1









 








EXHIBIT H




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



OUTDOOR PATIOS







Exhibit H





1









 









EXHIBIT I




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



LETTER OF CREDIT


 
 

[Name of Financial Institution]




	 	 	 

	 

	 	Irrevocable Standby
	 

	 	Letter of Credit
	 

	 	No.                                                      
	 

	 	Issuance Date:                                    
	 

	 	Expiration Date:                                 
	 

	 	Applicant:                                           






Beneficiary




CA-METRO CENTER LIMITED PARTNERSHIP




                                                                           





                                                                           





                                                                           





Ladies/Gentlemen:




     We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of
the above referenced Applicant in the amount of Five Hundred Thousand U.S. Dollars ($500,000.00)
available for payment at sight by your draft drawn on us when accompanied by the following
documents:




	1.	 	An original copy of this Irrevocable Standby Letter of Credit.
	 
	2.	 	Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading:
“This draw in the amount of                                               U.S. Dollars ($                              ) under your
Irrevocable Standby Letter of Credit No.                                               represents funds due and owing
to us pursuant to the terms of that certain lease by and between                               , as
landlord, and                                              , as tenant, and/or any amendment to the lease or any other
agreement between such parties related to the lease.”





     It is a condition of this Irrevocable Standby Letter of Credit that it will be considered
automatically renewed for a one year period upon the expiration date set forth above and upon each
anniversary of such date, unless at least 60 days prior to such expiration date or applicable
anniversary thereof, we notify you in writing, by certified mail return receipt requested or by
recognized overnight courier service, that we elect not to so renew this Irrevocable Standby Letter
of Credit. A copy of any such notice shall also be sent, in the same manner, to: Equity Office
Properties, 2 North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, Attention: Treasury
Department. In addition to the foregoing, we understand and agree that you shall be entitled to
draw upon this Irrevocable Standby Letter of Credit in accordance with 1 and 2 above in the event
that we elect not to renew this Irrevocable Standby Letter of Credit and, in addition, you provide
us with a dated statement purportedly signed by an authorized signatory or agent of Beneficiary
stating that the Applicant has failed to provide you with an acceptable substitute irrevocable
standby letter of credit in accordance with the terms of the above referenced lease. We further
acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor
your draws against this Irrevocable Standby Letter of Credit without inquiry into the accuracy of
Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such
statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the
event you elect to draw upon less than the full stated amount hereof, the stated amount of this
Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial
draw; and (c) you shall be entitled to transfer your interest in this Irrevocable Standby Letter of
Credit from time to time and more than one time without our approval and without charge. In the
event of a transfer, we reserve the right to require reasonable evidence of such transfer as a
condition to any draw hereunder.



     This Irrevocable Standby Letter of Credit is subject to the International Standby Practices
(ISP 98) International Chamber of Commerce (Publication No. 590).



     We hereby engage with you to honor drafts and documents drawn under and in compliance with the
terms of this Irrevocable Standby Letter of Credit.



Exhibit I




1









 





     All communications to us with respect to this Irrevocable Standby Letter of Credit must be
addressed to our office located at                                                                                
            to the attention of
                                                            .



	 	 	 	 	 
	 	Very truly yours,



                                                 



                 [name]                     



               [title}                         

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Exhibit I




2









 








EXHIBIT J




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 700 OFFERING SPACE








Exhibit J




1









 








EXHIBIT K




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 730 OFFERING SPACE








Exhibit K




1









 








EXHIBIT L




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 750 OFFERING SPACE








Exhibit L




1









 








EXHIBIT M




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 770 OFFERING SPACE








Exhibit M




1









 








EXHIBIT N




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 780 OFFERING SPACE








Exhibit N




1









 









EXHIBIT O




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 790 OFFERING SPACE








Exhibit O




1









 








EXHIBIT P




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 800 OFFERING SPACE







Exhibit P




1









 








EXHIBIT Q




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 870 OFFERING SPACE








Exhibit Q




1









 








EXHIBIT R




METRO CENTER

METRO CENTER TOWER

FOSTER CITY, CALIFORNIA



SUITE 888 OFFERING SPACE








Exhibit R





1