LEASE AGREEMENT

EXHIBIT 10.1

LEASE AGREEMENT
FOR PREMISES LOCATED AT
1351 SOUTH SUNSET, SUITE A,
LONGMONT, COLORADO
BETWEEN

DOT HILL SYSTEMS CORP.
AS TENANT
AND

TABLE OF CONTENTS

LEASE

LEASE

      THIS LEASE , made and entered into this 12 day of April, 2007 (this “Lease”), by and between CIRCLE CAPITAL LONGMONT LLC , a Delaware limited liability company, hereinafter referred to as “Landlord,” and DOT HILL SYSTEMS CORP., a Delaware corporation hereinafter referred to as “Tenant.”

WITNESSETH:

     In consideration of the covenants, terms, conditions, agreements, and payments as hereinafter set forth, the parties hereto covenant and agree as follows:

     1.  PRINCIPAL TERMS . Capitalized terms, first appearing in quotations in this Section, elsewhere in the Lease or any Exhibits, are definitions of such terms as used in this Lease and Exhibits and shall have the defined meaning whenever used. Any Addenda and/or Exhibits referred to herein and attached hereto are incorporated herein by reference.

     2.  PREMISES LEASED; DESCRIPTION . Landlord hereby leases unto Tenant the Premises which is a part of the Building, a more detailed description of which is described on Exhibit A-1. A floorplan showing the location of the Premises within the Building is attached as Exhibit A-2. The leasing of the Premises is made according to the terms of this Lease; together with all appurtenances thereto, and all fixtures attached thereto, in present condition, and together with nonexclusive reasonable access across any other land owned by Landlord as may be required for use of the Premises by Tenant, with such access to be on such roadways, sidewalks, and other common areas of which the Premises are a part, or of any such adjacent lands owned by Landlord, as Landlord may from time to time designate.

     3. PRESENT CONDITION OF PROPERTY .

          3.1 Representations of Landlord. Landlord represents the following with respect to the Building and the Premises: (a) that the Lease is a valid and binding obligation of the Landlord, enforceable in accordance with its terms; (b) the representations related to the condition of the Premises as set forth in Section 8.1 including those regarding the HVAC units,

and the Building’s systems including roof, plumbing, electrical and mechanical shall be true and correct on the date Landlord delivers the Premises to Tenant; and (c) Landlord has not received written notice of any outstanding violation of applicable laws related to the Building. Other than the foregoing, Tenant has examined and accepts the Building, improvements, and any fixtures on the Premises in its present condition, subject to the construction of Tenant Improvements as detailed on the plans and specifications attached as Exhibit B, attached hereto and made a part hereof by reference. Except as specifically set forth herein, no representation, statement, or warranty, express or implied, has been made by or on behalf of Landlord as to the condition of the Premises, or as to the use that may be made of same. Except as set forth herein and for breaches of representations or warranties made herein, in no event shall Landlord be liable for any defect in the Premises or its contents or for any limitation on the use of the Premises.

          3.2 Upgrades. Landlord shall perform the upgrades referenced in Section 13 of the Lease.

     4.  TERM .

          4.1 Initial Term . The Initial Term of the Lease commences at 12:01 a.m. on the Commencement Date and terminates at 12:00 midnight on the Expiration Date. The Initial Term, together with any extensions or renewals thereof, plus any partial month prior to the Initial Term is herein referred to as the “Term.” The Commencement Date of the Initial Term as set forth in Section 1 shall be subject to those adjustments of the Commencement Date, if any, set forth in Section 4.2 which relate to the performance of construction on the Premises.

          4.2 Tenant Improvement Construction . The construction of the Tenant Improvements shall be accomplished in accordance with the Work Letter attached hereto as Exhibit B and the Commencement Date shall be as set forth in Section 1.4 hereof.

               4.2.1 Tenant Improvements Allowance . Landlord shall provide Tenant an allowance for the costs of the Tenant Improvements up to the amount of the TI Allowance defined in Section 1.8 hereof. The TI Allowance shall be paid by Landlord subject to and in accordance with the provisions of Exhibit B. Tenant shall be responsible for and shall pay any costs of the Tenant Improvements in excess of the TI Allowance in accordance with Exhibit B. The TI Allowance is to be expended solely for the benefit of Landlord and for Tenant to hire an architect/space planner; that is, the TI Allowance will be expended only to pay for design, engineering, installation, and construction of the Tenant Improvements which under the Lease becomes the property of Landlord upon installation, as well as for an architect/space planer to provide services including space planning, overall design coordination and construction administration. The TI Allowance shall not be used for movable furniture, equipment, cabling, and trade fixtures not physically attached to the Premises except as set forth below. Notwithstanding the foregoing, Tenant shall, however, have the right to use an amount of the TI Allowance (and not in addition to the TI Allowance) not to exceed $5.00 per rentable square foot of the Premises (“Soft Cost Allowance”) for Tenant’s moving expenses of any kind or nature to move into the initial Premises , and the purchase and installation of data/telecommunications cabling and equipment and furniture, including the Furniture as defined below, fixtures and data equipment of which, although purchased from funds from the TI Allowance, Tenant shall remain the owner. Tenant acknowledges that certain furniture is currently located in the Premises which is owned by a prior tenant of the Premises, which furniture is described on Exhibit D attached hereto (“Furniture”). In the event Tenant purchases all or any portion of the Furniture from the prior tenant, the Soft Cost Allowance may be used for such purchase. All costs of the Tenant Improvements in excess of the TI Allowance shall be at Tenant’s expense and shall be payable in accordance with the provisions of Exhibit B. Notwithstanding anything to the contrary contained herein or in Exhibit B, to the extent the costs of the Tenant Improvements in the initial Premises exceed the TI Allowance (“Excess TI Costs”), Tenant shall have the right to elect to have Landlord fund up to $221,655.00 of such Excess TI Costs and Tenant shall pay such funded amount of the Excess TI Costs (“Funded Excess TI Costs”) to Landlord as additional rent under the Lease in 65 equal monthly installments over the Initial Term (including the Abated Rent Period), calculated by amortizing the Funded Excess TI Costs over 65 months, plus interest at a rate of 8% per annum.

          4.3 Landlord Obligation for Initial Space Plan. Landlord shall, at its own cost and expense, fund the cost of an initial space plan and one revision up to ten cents ($0.10) per rentable square feet. Said plan shall be completed by Tenant’s architect, or Landlord’s architect, in Tenant’s sole discretion.

          4.4 Commencement Agreement . As soon as the Term commences, Landlord and Tenant agree to execute a commencement agreement in the form attached as Exhibit C hereto, setting forth the Commencement Date and Expiration Date.

          4.5 Acceptance of Condition of Premises and Building . Provided that the Premises and Building are physically vacant (but for any occupancy on behalf of Tenant), Tenant shall have from May 1, 2007 through and including May 8, 2007 to conduct, or have conducted, an inspection of the Premises and Building. If Tenant finds that the condition of the Premises or Building does not comply with Landlord’s obligations, representations or warranties as per this Lease, Tenant shall send notice to Landlord of such non-compliance by midnight on May 11, 2007. Provided Tenant had the opportunity to inspect as set forth herein, Tenant’s failure to timely send such notice shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant. In the event that the Premises or Building are not available to Tenant for inspection due to the occupancy of the Premises or Building by another entity or otherwise, the parties will agree upon another time period of

identical length during which the Premises are vacant and Tenant is able to conduct an inspection, and the provisions of this paragraph will apply similarly to such time period.

     5.  RENT . All amounts, including Base Rent or any additional Rent, to be paid by Tenant pursuant to this Lease as the context requires are sometimes referred to collectively as “Rent.” Tenant shall pay Rent to Landlord as follows:

          5.1 Base Rent . Subject to the provisions below, commencing on the Delivery Date and on the first day of each month thereafter, Tenant shall pay minimum Base Rent in the amount stated in Section 1.6, in advance without notice. Rent shall be paid without set off, abatement (except as otherwise specifically provided in Section 5.6), or diminution, at the address set forth in Section 1.14, or at such other place as Landlord from time to time designates in writing.

          5.2 Operating Expenses . Tenant shall pay to Landlord as additional Rent during the Term hereof, in addition to the Base Rent, Tenant’s Share, as hereinafter defined, of the Operating Expenses, as hereinafter defined, for each year of the Term. Tenant’s Share of Operating Expenses shall be payable in accordance with the following provisions:

               5.2.1 “Tenant’s Share” is defined, for purposes of this Lease, to be the percentage as set forth in Section 1.9 hereof, which percentage is determined by dividing the approximate square footage of the Premises by the total approximate square footage of the space contained in the entire Building, as such square footages are set forth in Section 1 hereof. It is understood and agreed that Tenant’s Share is subject to revision in the event the actual size of the Building is increased or decreased by Landlord, as provided for herein

               5.2.2 “Operating Expenses” is defined, for purposes of this Lease, to include all reasonable costs incurred by Landlord for or in connection with the ownership, management, operation, maintenance and repair of the Building as is necessary to keep the Building in a safe and good order and condition including as is required by all applicable laws and regulations, but excluding any costs that Landlord is responsible for at Landlord’s sole cost and expense, without reimbursement from Tenant, to the extent expressly so stated in this Lease. Operating Expenses shall be calculated in accordance with generally accepted accounting principles consistently applied. Operating Expenses may include but are not limited to, the following:

                    (1) The maintenance and repair of common areas, if any;

                    (2) The maintenance and repair, including striping and sealing where applicable, of parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways and driveways, excluding any costs that Landlord is responsible for at Landlord’s sole cost and expense, without reimbursement from Tenant, to the extent expressly so stated in this Lease ;

                    (3) Snow removal (Landlord is responsible for snow removal of more than 2”);

                    (4) The preventative maintenance and repair of all heating, air conditioning, plumbing, electrical systems, life safety equipment (including fire detection and suppression systems), locks and security systems, telecommunication and other equipment used in common by, or for the benefit of Tenant, tenants or occupants of the Building;

                    (5) The maintenance, repair and replacement of all landscaped areas, including irrigation systems and fences;

                    (6) Window washing and the maintenance and repair of parking lot lighting;

                    (7) The preventative maintenance and repair of Building exteriors (including roofs) and any other publicly mandated services to the Building, but excluding any costs that Landlord is responsible for at Landlord’s sole cost and expense, without reimbursement from Tenant, to the extent expressly so stated in this Lease;

                    (8) The cost of all utilities including water, sewer, gas, and electricity, except for those utilities separately metered and paid for by Tenant or tenants;

                    (9) Reasonable and customary management fees (not to exceed 4% of the gross rental for the Building) and all costs incurred in the maintenance and/or cleaning of the Building or Premises except those janitorial services separately contracted and paid for by Tenant or tenants;

                    (10) All real property taxes and assessments levied against the Building or land by any governmental or quasi-governmental authority or under any covenants, declarations, easements or restrictions (collectively referred to herein as “Taxes”). Taxes are computed on an accrual basis based on the year in which they are levied; and

                    (11) Insurance premiums for the Building, including property damage coverage, together with loss of rent endorsement; the part of any claim paid under the deductible portion of any insurance policy carried by Landlord; public liability insurance; and any other insurance carried by Landlord on any component parts of the Building.

Operating Expenses shall specifically not include:

                    (a) The costs of replacements of equipment or improvements that are considered capital items under Generally Accepted Accounting Principles (“GAAP”);

                    (b) The costs of alterations of tenant spaces or other capital expenditures except for such costs, as reasonably amortized by Landlord, where one of the purposes of such capital expenditure was to improve Building operating efficiency resulting in cost savings to the Tenant;

                    (c) Any principal and interest payments on mortgages and other mortgage related expenses;

                    (d) Leasing commissions or other related leasing expenses;

                    (e) Any expenses paid by any Tenant directly to third parties, or as to which Landlord is otherwise reimbursed by any third party, other tenant or tenants, or by insurance proceeds;

                    (f) Any expenses paid by Landlord to comply with those portions of the Americans with Disabilities Act in effect on the date of this Lease and specifically related to ingress and egress to the Building, restrooms and elevators; and

                    (g) Any expenses paid by Landlord to comply with its obligations for Hazardous Materials as set forth in Section 20 of this Lease .

The Operating Expenses for the first and last years of the Term shall be prorated according to that portion of such year as to which Tenant is responsible for a share of such expenses. Certain items of maintenance (such as landscape maintenance and snow removal) are performed by Landlord on numerous areas owned and/or maintained by Landlord, in addition to the Premises, and the cost thereof cannot be precisely ascribed to the Premises. As to such services which are performed on areas in addition to the Premises, the cost for all areas so serviced shall be allocated to the Premises in proportion to the square feet of building floor space in the Premises compared to the square feet of building floor space in the entire area to which such services are provided. Landlord shall keep reasonable records of such cost. The Operating Expense categories may, in Landlord’s discretion, include the following: fire alarm; HVAC; insurance; taxes; maintenance; property management fee and security services (“Operating Expense Categories”). Other than expenses appropriately included in one of the foregoing Operating Expense Categories, there shall be no other expenses included in Operating Expenses during the Term. Notwithstanding anything to the contrary herein, for the purposes of calculating Tenant’s Share of Operating Expenses, “Controlled Expenses” (hereafter defined) will not exceed the “Maximum Controlled Expenses” (hereafter defined). “Controlled Expenses” means all Operating Expenses except those attributable to Taxes, costs of insurance, including, without limitation, liability insurance, casualty insurance and worker’s compensation insurance, costs of utilities, costs of security, and costs of compliance with laws as provided in Section 5.2.2. If Landlord manages the Building the management fees included within Operating Expenses are a Controlled Expense. “Maximum Controlled Expenses” shall mean: (a) for calendar year 2007, the full amount of the actual expenses for Controlled Expenses as determined in accordance with the foregoing provisions; (b) for calendar year 2008 and each calendar year thereafter, the prior calendar year’s Maximum Controlled Expenses multiplied by 1.05. The limitations described above are a limitation only on the calculation and passthrough to Tenant of Tenant’s Share of Operating Expenses and such limitation does not prohibit Landlord from spending amounts in excess thereof.

               5.2.3 Operating Expenses for the calendar year in which the Term commenced have been estimated (the “Initial Estimate”) and such Initial Estimate is set forth in Section 1.9 of this Lease. Until notice is given by Landlord of a change in such estimate, Tenant shall make estimated monthly payments in the amount last advised by Landlord; the amount of such estimate that Tenant is obligated to pay as of the commencement of Tenant’s obligations under this Lease as Tenant’s Share of Operating Expenses is set forth as the Initial Estimated Payment in Section 1.9 of this Lease. Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing Tenant’s Share of the actual Operating Expense incurred during such year (“Reconciliation Statement”) . If Tenant’s payments under this Section during said subsequent year exceed Tenant’s Share as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant’s Share of Operating Expenses next falling due. If Tenant’s payments under this Section during said subsequent year were less than Tenant’s Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after Tenant’s receipt of said statement. During any periods of adjustments and prior to receipt of Landlord’s statement, Tenant shall continue to pay Landlord the amount of the estimated payment for the prior calendar year and a retroactive adjustment, if applicable, shall be made after Tenant’s receipt of the statement which sets forth the new estimated payment. Landlord and Tenant shall forthwith adjust between them any balance determined to exist with respect to that portion of the last year for which Tenant is responsible as to Operating Expenses, notwithstanding that the Term may have terminated before the end of such year and such obligation shall survive the expiration or earlier termination of this Lease. If Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the estimated payment, Tenant shall give Landlord notice of such dispute within 30 days after Tenant’s receipt of the adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy

of the statement complained of or the reasonableness of the estimated increase or decrease. Tenant’s Accountants shall enter into a confidentiality agreement satisfactory to Landlord. If Tenant’s Accountants determine that an error has been made, Landlord’s accountants and Tenant’s Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant mutually agreed upon by both parties, for a determination which will be conclusive and binding upon Landlord and Tenant. Except as set forth in 5.2.4 below, all costs incurred by Tenant for Tenant’s Accountants shall be paid for by Tenant. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the estimated payment as set forth in Section 1.9 until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall promptly credit or refund the appropriate sum to Tenant.

               5.2.4 Tenant shall have the right in its sole and absolute discretion, but not the duty, to inspect and audit Landlord’s records concerning Operating Expenses at any reasonable time upon twenty (20) days prior written notice to determine Landlord’s compliance with the terms of Section 5.2 of this Lease. To exercise such audit right, Tenant shall deliver its written notice to Landlord within ninety (90) days after the date of Tenant’s receipt of Landlord’s Reconciliation Statement and such audit shall be performed by an independent non-contingency based accountant and shall be limited to the Operating Expenses set forth on such Reconciliation Statement and shall not relate to prior year’s Operating Expenses. If such audit determines that Landlord has overcharged Tenant by more than five percent (5%), then Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant for such audit, otherwise the audit expenses shall be made at the sole cost and expense of Tenant. If the audit determines that Tenant has paid more than Tenant’s Share of Operating Expenses, Landlord shall credit Tenant’s next ensuing payments of Operating Expenses with the overcharge until offset in full. If the audit determines that Tenant has underpaid Tenant’s Share of Operating Expenses, Tenant shall pay such deficiency within 30 days after completion of the audit. The results of the audit shall be kept confidential by Tenant except for prompt delivery of a copy thereof to Landlord and except to the extent the audit must be disclosed by Tenant in order to enforce its rights under this Lease.

          5.3 Late Charges . Tenant will pay a late charge equal to five percent (5%) of any monthly Base Rent payment or other payment not paid when due, which payment shall be in addition to any interest elsewhere provided for.

          5.4 Security Deposit . Tenant has deposited and will keep on deposit at all times during the Term with Landlord the Deposit as security for the payment and performance of Tenant’s obligations under this Lease, including but not limited to payment of all Rent due under the terms hereof. Landlord shall not owe Tenant any interest on the Deposit. At Landlord’s election, deductions may be made by Landlord from the amount so retained for the reasonable cost of repairs to the Premises which should have been performed by Tenant, for any Base Rent, additional Rent payment or any other sum delinquent under the terms hereof, and for any sum used by Landlord in any manner to cure any default in the performance of Tenant under the terms of this Lease. In the event deductions are so made during the Term, upon notice by Landlord, Tenant shall redeposit such amounts so expended so as to maintain the Deposit in the amount as herein provided for, within 10 days after receipt of such written demand from Landlord. Nothing herein contained shall limit the liability of Tenant as to any repairs or maintenance of the Premises; and nothing herein shall limit the obligation of Tenant promptly to pay all sums otherwise due under this Lease and to comply with all the terms and conditions hereof. If the entire Deposit has not been utilized, the remaining amount will be refunded to Tenant or to whoever is then the holder of Tenant’s interest in this Lease, without interest, within 60 days after full performance of this Lease by Tenant.

          5.5 Proration of Rent for Partial Months . If the Term begins on other than the first day of a month, Base Rent and additional Rent from such date until the first day of the next succeeding calendar month shall be prorated on the basis of the actual number of days in such calendar month and shall be payable in advance. If the Term terminates on other than the last day of the calendar month, Rent from the first day of such calendar month until such termination date shall be prorated on the basis of the actual number of days in such month, and shall be payable in advance.

          5.6 Abated Rent Period . Notwithstanding anything to the contrary contained herein, so long as there is no event of default by Tenant, Tenant may occupy the Premises without payment of Base Rent and Additional Rent for a 5-month period commencing on the date Tenant’s obligation to pay Base Rent and Additional Rent would otherwise commence in accordance with the Lease and terminating five months from such date (the “Abated Rent Period”). Rents payable hereunder are allocable to, and will be accrued by the parties during, their fiscal periods in which the same is actually paid. No portion of the Base Rent or Additional Rent paid by Tenant during periods after the expiration of the Abated Rent Period will be allocated to such Abated Rent Period, nor is such Base Rent or Additional Rent intended to be allocable to the Abated Rent Period. If the Lease is terminated by Landlord due to an event of Tenant’s default hereunder, all Rent abated hereunder shall become immediately due from Tenant.

     6.  TAXES — REAL PROPERTY — PAID BY TENANT — PROTEST . Tenant shall pay as Operating Expenses, Tenant’s Share of all real estate taxes and assessments, as shall, from and after the date hereof, be assessed upon the Premises and any appurtenances or improvements thereto in accordance with Section 5. The real estate taxes and assessments for the year in which the Term shall begin, as well as for the year in which the Lease shall end, shall be apportioned so that Tenant shall pay only the portions that correspond with the portions of such years as are within the Term. In the event that the

Premises are assessed for tax purposes as a part of a larger parcel, the tax on the entire parcel shall be prorated in proportion to the number of square feet of Building floor space on each portion of the entire parcel.

     Upon written request from Tenant, Landlord shall protest the tax assessment on the Premises, to the extent that Landlord, in good faith, believes that such protest is justifiable and likely to be successful. In the event of any such protest Tenant shall nevertheless pay to Landlord the taxes as assessed and Tenant shall be entitled to the appropriate share of any refund. Tenant shall not protest any real property tax assessment on the Premises.

     7.  TAXES — TENANT’S PERSONAL PROPERTY — PAID BY TENANT . Tenant shall be responsible for and timely pay any and all personal property taxes assessed against any furniture, fixtures, equipment and items of a similar nature installed and/or located in or about the Premises by Tenant.

     8. UTILITIES AND SECURITY SERVICES

          8.1 Utilities . Except as set forth herein, Landlord shall not be required to furnish to Tenant any utility services of any kind, such as but not limited to water, sewer, hot water, heat, gas, electricity, light, telephone, cable TV or other utilities used, rendered, or supplied, upon or in connection with the Premises. Tenant shall obtain and contract directly with the respective utility provider or janitorial service and pay all charges for any utilities separately metered to the Premises or janitorial services separately contracted for the Premises. Tenant agrees that Landlord shall not be liable for directly contracted utility services not being supplied to the Premises. Tenant irrevocably appoints Landlord as Tenant’s attorney-in-fact solely for the purpose of terminating Tenant’s account with any provider of such utilities, if the Premises are abandoned by Tenant or if the Lease is terminated. Upon the date the Premises are delivered to Tenant, the HVAC units (described below), the roof, plumbing electrical and mechanical systems serving the Premises shall be in good working order, condition and repair. The HVAC units shall consist of individually zoned, roof-mounted heating/cooling units which shall provide an average of 5 tons of cooling per 2,000-2,500 square feet of office area.

     Tenant shall pay as Operating Expenses, Tenant’s Share of all utilities servicing the Premises on common meters with other tenants, including but not limited to water, sewer, hot water, heat, gas, electricity, light, telephone, cable TV. Tenant agrees that Landlord shall not be liable for failure to supply any utility service during any period Landlord is unable to furnish such services and Landlord uses reasonable diligence to supply such services, it being understood that Landlord reserves the right to discontinue temporarily such services, or any of them, at such times as may be necessary by reason of accident, unavailability of employees, repairs, alterations or improvements, or whenever by reason of strikes, lockouts, riots, acts of God or any other happening beyond control of Landlord. Landlord’s obligations to furnish services shall be conditioned upon the availability of adequate sources. Landlord shall have the right to enter upon the Premises at all reasonable times in order to make such repairs, alterations and adjustments as shall be necessary in order to comply with the provisions of any mandatory or voluntary fuel or energy saving or similar statute, regulation or program.

          8.2 Private Security Service . Landlord may, in its sole discretion, engage a private security service, as an independent contractor, to patrol an area which includes the Premises. Notwithstanding anything to the contrary contained in Section 5.2 of the Lease, if Landlord does so employ a private security service, the cost thereof shall be considered an Operating Expense as defined in Section 5.2.2 herein and Tenant’s Share thereof shall be reimbursable by Tenant pursuant to the terms of Section 5.2.

     Landlord shall have absolutely no obligation to engage a private security service and shall not be liable for any damages or loss which might have been averted had a private security service been engaged. If the Tenant desires a higher level of security services than Landlord provides, or wishes to obtain an agreement that there will be liability for actions, inactions, non-performance or quality of performance by a security service, Tenant may itself engage such additional security service for the Premises as Tenant chooses, at Tenant’s sole expense.

     Nothing herein shall limit any action by Tenant against any person or entity providing private security service, provided that Landlord shall not be party to, or liable for any judgment entered in such an action, as a defendant, cross defendant, third-party defendant, or otherwise.

     Tenant shall have access to the Premises, and, subject to the terms of Section 8.1, shall have electrical service, seven (7) days per week, twenty-four (24) hours per day, subject to Landlord’s reasonable security requirements for the Building.

     9.  HOLDING OVER . If, after expiration of the Term, Tenant shall remain in possession of the Premises and continue to pay Rent without a written agreement as to such possession, then Tenant shall be deemed a month-to-month Tenant and the Base Rent rate during such holdover tenancy shall be equivalent to one and one-half times the monthly Base Rent paid for the last month of tenancy under this Lease, plus payment of all additional Rent under this Lease. Such month-to-month tenancy may be terminated by Landlord at midnight on any day which is more than twenty-nine (29) days after date of delivery of Landlord’s written notice of termination to Tenant. No holding over by Tenant shall operate to renew or extend this Lease without the written consent of Landlord. Notwithstanding the foregoing, Tenant shall have a right to remain in possession of the Premises and continue to pay Rent without a written agreement as to such possession on a month to month tenancy terminable by Tenant upon thirty (30) days prior written notice, for one period of up to six months after the expiration of the Term hereof so

long as Tenant notifies Landlord in writing of its intent to do so not less than six months prior to the Expiration Date of the Term (the “Permitted Holdover”). Tenant’s occupancy for the initial three months of the Permitted Holdover shall be on the terms of this Lease for the prior year, including payment of all Additional Rent, and the next three months monthly Base Rent shall thereafter be at 150% of the monthly Base Rent rate payable during the third (3 ^rd ) month of the Permitted Holdover, plus all Additional Rent. After six months of Permitted Holdover tenancy, the Permitted Holdover shall be of no further force and effect, and Tenant shall thereafter be deemed a month-to-month Tenant and the Base Rent rate during such holdover tenancy shall be equivalent to one and one-half times the monthly Base Rent paid for the last month of the Permitted Holdover, plus payment of all additional Rent under this Lease.

     10.  ALTERATION — CHANGES AND ADDITIONS — RESPONSIBILITY — NO HOLES IN ROOF — NO NEW EQUIPMENT ON ROOF . Subject to Landlord’s consent that any alterations requested by Tenant do not negatively affect the integrity of the Premises, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant may, during the Term, at Tenant’s expense, erect inside partitions, add to existing electric power service, add telephone outlets or other communication services, add light fixtures, install additional heating and/or air conditioning or make such other changes or alterations as Tenant may desire, provided that prior to commencement of any such work, Tenant shall submit to Landlord a set of fully detailed working drawings and specifications for the proposed alteration, prepared by a licensed architect or engineer. If Tenant so requests, Landlord will have the drawings and specifications prepared for Tenant, at Tenant’s expense, utilizing Landlord’s in-house staff. Tenant will pay Landlord’s customary hourly charges for such services, as additional Rent, to be paid within 10 days after delivery of invoice. In particular, but not as a limitation, the working drawings must fully detail changes to mechanical, wiring and electrical, lighting, plumbing and HVAC systems to Landlord’s satisfaction. Landlord, in its reasonable discretion, may refuse to consent to the alterations because of the inadequacy of the drawings and specifications. Tenant may not commence the alterations until Landlord’s written consent has been given. Any additions or alterations requested by Tenant of the telecommunication or data transmission equipment, facilities, lines or outlets on the Premises shall be performed only with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, and only by Landlord’s approved contractor.

     If the drawings and specifications are adequate, to Landlord’s sole satisfaction, then Landlord will not unreasonably withhold, condition or delay its consent to the alterations, except that Landlord may withhold its consent to new or altered openings (holes) in the roof, or placement of additional equipment on the roof, as follows. Landlord may withhold its consent to new openings in the roof or placement of additional equipment on the roof unless Landlord, in its sole discretion, is satisfied that the risk of increased leakage or risk of more frequent repairs or maintenance of the roof is acceptable to Landlord. Any new or altered opening in the roof, or placement of additional equipment thereon, shall be considered an alteration which requires the prior written consent of Landlord. If within thirty (30) days after such plans and specifications are submitted by Tenant to Landlord for such approval, Landlord shall have not given Tenant notice of disapproval, stating the reason for such disapproval, such plans and specifications shall be considered denied by Landlord. As a condition of approval for such alternations, Landlord shall have the right to require Tenant to furnish adequate bond or other security acceptable to Landlord for performance of and payment for the work to be performed.

     Upon Landlord’s approval of any request for alterations, Landlord shall inform Tenant in writing if Tenant will be required at the end of this Lease to remove the proposed additions and/or alterations. If such additions or alterations are required to be removed upon the expiration of the Lease, such additions and alterations (excluding trade fixtures ) shall be and remain the property of Landlord. Landlord shall have the option to require Tenant to remove any or all such fixtures and equipment and restore the Premises to the condition existing immediately prior to such change and/or installation, normal wear and tear excepted, all at Tenant’s cost and expense. All work done by Tenant shall conform to appropriate city, county and state building codes and health standards and OSHA standards and Tenant shall be responsible for obtaining and paying for building permits.

     If any such work done by Tenant causes damage to the structural portion, exterior finish or roof of the Premises, then the costs of repair of such damage shall be the responsibility of Tenant. After such repair, the on-going maintenance to structural portions, exterior finish or roof shall be the responsibility of the Landlord, but reimbursable in the form of Operating Expenses.

     Neither Landlord’s right of entry, nor any actual inspection by Landlord, nor Landlord’s actual knowledge of any alteration accomplished or in progress shall constitute a waiver of Landlord’s rights concerning alterations by Tenant.

     Notwithstanding the foregoing, Landlord grants to Tenant a non-exclusive license for the term of the Lease, without the payment of any additional rent, for the purpose of installing, maintaining and operating, from time to time, on a portion of the roof of the Building (“Roof”) satellite antennae and dishes, terrestrial microwave antennae and dishes, transmitters, and other similar future types of telecommunications devices which may be a variant thereof (collectively, hereinafter the “Satellite Antennae”), and related equipment, conduits, cables and materials to be located on the Roof or in other parts of the Building (such equipment, conduits, cables, and materials collectively referred to herein as the “Related Equipment”) or the Satellite Antennae (such equipment, conduits, cables, materials, and Satellite Antennae collectively referred to herein as the “Communications Equipment”) in accordance with the terms of this Section. Landlord shall charge no additional rental for Tenant’s use of the Roof; provided, however, all costs and expenses related to installation (including costs of acquiring any required permits therefor), maintenance, operation and removal of the Related Equipment, and Communications Equipment shall be borne by Tenant. The plans and specifications and location for the Related Equipment, and Communications Equipment shall

be subject to approval by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) and approval under Applicable Laws and the applicable Declarations (as defined in Section 37). Tenant shall have a right to use that portion of the Roof located directly above the Premises that is usable for such purpose (the “Roof Space”). Tenant’s installation of the Communications Equipment and Related Equipment and the use thereof shall be subject to the following provisions:

                    A. Tenant will not use the Roof for any purpose other than operation of the Related Equipment and Communications Equipment for Tenant’s business operations and Tenant shall not have any right to license or otherwise provide use of the Related Equipment and Communications Equipment to others. Tenant shall install access pavers on the Roof at Tenant’s sole cost and expense (if required beyond the access pavers installed by Landlord as shown on Landlord’s Drawings and Specifications), and Tenant and Tenant’s agents, contractors, and employees shall have reasonable access to the Related Equipment and Communications Equipment and agree to be accompanied at all times by Landlord’s designated representative when access to the Roof Space, Related Equipment, or Communications Equipment areas is necessary for installation, repair and maintenance; Landlord will make such representative available upon reasonable prior notice, and will provide Tenant with the name and phone number of Landlord’s representative. Tenant will make every reasonable effort to minimize the number of service calls made to the Roof Space, Related Equipment, or Communications Equipment areas and will enter such only for required maintenance or in case of an emergency. Tenant must secure and maintain at all times all required approvals and permits of the Federal Communications Commission and all other governmental bodies having jurisdiction over its business, including its communications, operations and facilities, provided that Landlord and Tenant agree to cooperate reasonably, at Tenant’s cost, to seek to obtain such approvals and permits from the applicable governmental bodies. Upon at least 24 hours’ prior notice from Landlord (or in the event of an emergency, such reasonable prior notice as necessary to give Tenant notice and safeguard the Building and tenants therein), Tenant shall cease using the Related Equipment, and/or Communications Equipment if Landlord has reason to believe that: (a) such installation or use materially interferes with the operation of machinery and apparatus of the Building, such as the elevators, or (b) the installation and use constitute a nuisance or hazard to the public or to the occupants of the Building, or (c) the use of such Communications Equipment interferes with the use of any tenant’s equipment or data processing machines in the Building or surrounding areas that was installed prior to the installation of the Tenant’s Communications Equipment. Tenant shall have a right to resume using the Related Equipment and/or Communications Equipment (as applicable) if an independent engineer selected by Tenant confirms in writing to Landlord that such equipment is not creating the alleged problems and provided that Tenant indemnifies Landlord against claims arising from resumed operation. Landlord may terminate the license under this Section upon 30 days’ prior notice to Tenant, if: (a) it is determined that such installation or use materially interferes with the operation of machinery and apparatus of the Building, such as the elevators, and such interference is reasonably confirmed in writing in good faith by an independent engineer selected by Landlord, and, based on the determination of such engineer, there is no other location in the Building Complex outside tenants’ premises where the Related Equipment and/or Communications Equipment (as applicable) can be relocated to where this interference will no longer occur; or (b) it is found by public authority having jurisdiction over the Building that the installation and use constitute a nuisance or hazard to the public or to the occupants of the Building and Tenant is unable to make modifications to the applicable equipment that satisfy the public authority’s findings; or (c) the use of such Communications Equipment interferes with the use of any tenant’s equipment or data processing machines in the Building Complex or surrounding areas that was installed prior to the installation of the Tenant’s Communications Equipment, and such interference is reasonably confirmed in writing in good faith by an independent engineer selected by Landlord, and there is no other location in the Building Complex outside tenants’ premises where Tenant’s Communications Equipment can be relocated to where this interference will no longer occur; or (d) this Lease expires or is terminated.

                    B. Upon expiration or earlier termination of the Lease, Tenant will, at its sole cost and expense, remove the Related Equipment and Communications Equipment and return the Roof Space to the condition existing prior to such installation. Tenant will keep and maintain the Related Equipment, and Communications Equipment in good condition and repair, at its sole expense, in a manner that does not conflict or interfere with the use of other facilities installed in the Building or on the Roof. Further, Tenant will not damage or permit damage to the Roof or the Building in conjunction with the Related Equipment, and Communications Equipment. The Communications Equipment will be of types and frequencies that do not cause interference with other equipment or operations in the Building or surrounding areas that was installed prior to the installation of the Tenant’s Communications Equipment.

                    C. All transmitters installed by either Landlord or Tenant must be equipped with any transmitter isolator device necessary to minimize spurious radiation. If the Communications Equipment causes interference, Landlord and Tenant, respectively, will take all commercially reasonable steps necessary to eliminate the interference. Notwithstanding anything to the contrary set forth in the default section of the Lease, if the interference is not eliminated within twelve (12) hours after Tenant receives Landlords notice thereof, Tenant will be liable for all of Landlord’s actual damages resulting therefrom and will temporarily disconnect and shut down the dish (except for intermittent operation for the purpose of correcting the interference) until the interference is eliminated. If Tenant fails to cease operations at the request of Landlord, Landlord will be entitled to injunctive relief and the cost of obtaining such relief will be paid by Tenant. Landlord makes no warranty that the Roof Space is suitable for the dish or that Tenant’s Communications Equipment shall operate properly according to Tenant’s requirements.

                    D. Landlord and its agents, employees, contractors or anyone else permitted by Landlord to be on the Roof may from time to time repair, replace, maintain, or install additional improvements or fixtures on the Roof provided that the same are located so as to not unreasonably interfere with the operation of Tenant’s Communications Equipment. Landlord may permit other licensees to install other rooftop equipment, provided that such equipment (i) does not result in blockage of the line of sight approved for Tenant’s initial installation of its Communications Equipment or relocation thereof pursuant to subparagraph A above, and (ii) does not interfere with the ability of Tenant’s Communications Equipment to perform properly as reasonably determined in writing in good faith by an independent engineer selected by Tenant. If the Communications Equipment causes interference, Landlord will take all commercially reasonable steps necessary to eliminate the interference and if the interference thereafter continues to interfere with Tenant’s Communications Equipment, the operations of such installation must immediately cease until such time as the interference is eliminated. Tenant will cooperate in any repair, replacement, maintenance and installation as reasonably required by Landlord from time to time.

                    E. Tenant will, at Tenant’s sole cost and expense, comply with all applicable laws, or the requirements of Landlord’s insurance underwriters relating to the installation, maintenance, height, location, use, operation, and removal of the Related Equipment and Communications Equipment and indemnify Landlord against any loss, cost, or expense incurred resulting from the installation, maintenance, operation, or removal of the Related Equipment and Communications Equipment. Landlord makes no representation that applicable laws permit the installation or operation of the Related Equipment and Communications Equipment or that the design limitations of the site or Building will permit installation and operation of the Related Equipment and Communications Equipment.

                    F. The insurance required to be carried by Tenant under Section 17 shall provide coverage with respect to the ownership, operation and use of the Related Equipment and Communications Equipment. Landlord has no responsibility or liability for damage to the Related Equipment and Communications Equipment.

     11.  MECHANIC’S LIENS . Tenant shall pay all costs for construction done by it or caused to be done by it on the Premises as permitted by this Lease. Tenant shall keep the Building, other improvements and land of which the Premises are a part free and clear of all mechanic’s liens resulting from construction by or for Tenant. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, Tenant deposits with Landlord and/or any appropriate court or title insurance company a bond or sum of money sufficient to allow issuance of title insurance against the lien and/or to comply with the statutory requirements for discharge of the lien found in § 38-22-130 and § 131, Colorado Revised Statutes, or any successor statutory provision. Landlord shall have the right to require Tenant’s contractor(s), subcontractors and materialmen to furnish to both Tenant and Landlord adequate lien waivers on work or materials paid for, in connection with all periodic or final payments, by endorsement on checks, making of joint checks, or otherwise, and Landlord shall have the right to review invoices prior to payment. Tenant’s failure to act in accordance with the foregoing shall be an event of default and Landlord may, in addition to other remedies, pay such amounts, which together with reasonable attorneys’ fees incurred and interest, shall be immediately due Landlord upon notice. Landlord reserves the right to post notices on the Premises that Landlord is not responsible for payment of work performed and that Landlord’s interest is not subject to any lien.

     12.  UNIFORM SIGNS; NO “FOR RENT” SIGNS . It is Landlord’s intent to maintain uniformity of signage throughout the area where signs may be controlled by Landlord. Tenant shall place no signs on the Premises or the Building (except inside the Premises and that are not visible from outside the Premises) without prior written consent of Landlord. Landlord shall not unreasonably withhold, condition or delay its consent to Tenant’s signage if the proposed signage: (a) consists of Tenant’s name and corporate logo to be installed on the Building façade; (b) complies with all applicable laws, building codes and Declarations; and (c) Landlord reasonably determines that the signage design and installation will not damage the Building or facade. If Landlord approves signage, Tenant shall be responsible for removing such signage and restoring the area of the Building on which the signage was mounted on or before the Expiration Date or earlier termination of this Lease. In the event that Tenant occupies the entire Building, as such Building may hereafter be expanded pursuant to the terms of this Lease, Tenant shall have the exclusive right to all tenant building signage areas utilized on the Building. If Tenant occupies less than the entire Building, Tenant shall be permitted to install its signage over its entry to the Premises and its proportionate share of any monument signage for the Building, as such share is reasonably determined by Landlord.

     Tenant may not put any signs on the Premises indicating that the same are for rent, or available for assignment or sub-lease, and may put no signs of real estate brokers on the Premises.

     13.  MAINTENANCE AND REPAIRS OF THE BUILDING; LANDLORD NOT LIABLE FOR DAMAGE TO CONTENTS . Landlord shall be responsible, without reimbursement from Tenant, for maintenance and repairs of the foundation, the Upgrades (defined below), and the maintenance and repair of the structural portions of the Building. In addition, Landlord shall be responsible, subject to reimbursement by Tenant as part of Operating Expenses, for the maintenance, repair and replacement of the roof of the Building, gutters, downspouts and flashing, and the exterior finish (except to the extent included in the Upgrades). Notwithstanding the forgoing, if any such maintenance or repairs are necessitated by the acts of Tenant or its employees, agents, contractors, sub-contractors, licensees, invitees or guests, Tenant shall reimburse Landlord for the cost of same, as additional Rent, to be paid within ten (10) days after delivery of invoice. All other maintenance, repairs and replacements within the Premises shall be performed by Tenant, at its own expense, including all necessary maintenance, repairs

and replacements to pipes, plumbing systems, electrical systems, window or other glass, doors, fixtures, interior decorations, and all other appliances and appurtenances. Such repairs and replacements, ordinary as well as extraordinary, shall be made promptly, as and when necessary, so that the Premises are maintained in first class condition. All such maintenance, repairs and replacements shall be in quality and class at least equal to the original work. On default of Tenant in making such maintenance, repairs or replacements, Landlord may, but shall not be required to, make such repairs and replacements for Tenant’s account, and the expense shall constitute and be collectable as additional Rent, together with interest thereon as hereinafter provided. Notwithstanding anything to the contrary contained herein, Landlord shall, prior to January 1, 2008, at Landlord’s sole cost and expense without reimbursement from Tenant (a) paint the mansard metal, (b) seal, coat, and fill the cracks in the parking lot as reasonably necessary, and (c) restripe the parking lot (collectively, the “Upgrades”) . Landlord shall solely determine the timing and scope of any work, if any, to be performed by Landlord.

     Notwithstanding the Landlord’s obligations elsewhere set forth in this Lease, under no circumstances shall Landlord be liable for damage to the contents of the Building or consequential damages to Tenant. Tenant shall indemnify and save harmless Landlord of and from liability for damages, liability or any claims against the Landlord, including costs, attorney’s fees and expenses of Landlord in defending against the same, on account of any injury to (or death of) any employee, agent, representative or invitee of Tenant unless the same is caused by Landlord or an entity or individual for which Landlord is legally responsible.

     14.  CONDITION UPON SURRENDER — RETURN OF KEYS . Tenant shall vacate the Premises in the same condition as when received, ordinary wear and tear excepted, cleaned to the same standard as when received, and shall remove all of Tenant’s property, so that Landlord can repossess the Premises not later than midnight on the day upon which this Lease or any extension hereof ends, whether upon notice, holdover or otherwise. The Landlord shall have the same rights to enforce this covenant by ejectment and for damages or otherwise as for the breach of any other conditions or covenant of this Lease which are not cured by Tenant within any applicable notice and cure period provided for herein. Upon termination of this Lease, Tenant shall deliver to Landlord keys which operate all locks on the exterior or interior of the Premises, including, without limitation, keys to locks on cupboards and closets. Tenant shall retrieve all keys to the Premises which Tenant has delivered to employees or others, and include same with the keys delivered to Landlord.

     15.  STORAGE OUTSIDE THE BUILDING; NO WASTE; NO NUISANCE; COMPLIANCE WITH LAWS; FUTURE RULES AND REGULATIONS . Tenant shall use the Premises for the Permitted Use and for no other purpose. Tenant shall conform to all present and future laws and ordinances of any governmental authority having jurisdiction over the Premises, and will make no use in violation of same. No outside storage shall be allowed unless first approved by Landlord in writing and then only in such areas as are designated as storage areas by Landlord. Tenant shall not commit or suffer any waste on the Premises. Tenant shall not permit any nuisance to be maintained on the Premises nor permit any disorderly conduct, noise, vibrations, or odors or other activity that may be dangerous or offensive to other occupants of any other part of the property of which the Premises are a part and/or of any adjoining property.

     As part of a common scheme for orderly development, use and protection, of its various properties and those properties adjacent to the Premises, Landlord may impose upon Tenant reasonable rules and regulations concerning parking and vehicle traffic; locations at which deliveries are to be made and access thereto; trash disposal; use of common areas such as recreation areas, corridors, and sidewalks; signs and directories; use of communication wires or cables which are used in common but which may be inadequate fully to serve all the demands placed upon them; provided that such rules and regulations shall be uniform in their application and shall not violate the express terms of this Lease elsewhere set forth.

     16.  LIABILITY FOR OVERLOAD . Tenant shall be liable for the cost of any damage to the Premises or the Building or the sidewalks and pavements adjoining the same which results from the movement of heavy articles or heavy vehicles or utility cuts made by or on behalf of Tenant. Tenant shall not overload the floors or any other part of the Premises.

     17.  INSURANCE .

          17.1 Landlord’s Insurance . Landlord shall keep the Building and improvements insured throughout the Term against losses covered by ISO Causes of Loss — Special Form Coverage, as defined in the insurance industry, which shall also cover loss of rents. Landlord shall pay any premium on such policy and such costs shall be included in Operating Expenses. Landlord may purchase a single policy covering buildings and grounds in addition to the Building and the Premises. In that event, the premium shall be allocated among the various covered buildings and the Premises in proportion to the number of square feet of building floor space in each area.

          17.2 General Liability Insurance . Tenant agrees to carry comprehensive general liability insurance in the minimum total amount of ONE MILLION Dollars ($1,000,000.00) for each occurrence of bodily injury and ONE MILLION Dollars ($1,000,000.00) for each occurrence of property damage or $1,000,000 Combined Single Limits (CSL) bodily injury and property damage. Tenant also agrees to carry Comprehensive Automobile Liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage. Tenant shall supply to Landlord certificates of insurance as provided in Section 17.6. In the event Tenant fails to secure such insurance or to give evidence to Landlord of such insurance by depositing with Landlord certificates as provided below, Landlord may purchase such insurance in Tenant’s name

and charge Tenant the premiums therefor. Bills for the premiums therefor shall be deemed and paid as additional Rent due within 10 days after delivery of invoice. The Landlord, its Managers and employees, affiliates and designees shall be named as additional insured’s in all of the foregoing insurance policies with a statement to that effect set forth in the certificates of insurance furnished to Landlord. In the event the Tenant has multiple locations all insured under one policy, then the Tenant shall provide to the Landlord an aggregate limit endorsement specific to the Premises.

          17.3 Tenant Improvements . Tenant agrees to carry insurance covering all of Tenant’s leasehold improvements, alterations, additions, trade fixtures, merchandise and personal property from time to time in, on or upon the Premises, in an amount not less than one hundred percent (100%) of the full replacement cost of such items from time to time during the Term, providing protection against any peril included within an “All-Risk” policy, with a deductible amount not to exceed $10,000. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate due to destruction of the Premises as provided below. Leasehold improvements shall include all improvements above the concrete floor and below the concrete or steel roof deck and roof structure whether completed specifically for the Tenant or existing prior to the Commencement Date and those tenant improvements made by the Tenant or on the Tenant’s behalf by the Landlord.

          17.4 Other Insurance . Tenant agrees to carry insurance against such other hazards and in such amounts as the holder of any mortgage or deed of trust to which the Lease is subordinate may reasonably require from time to time.

          17.5 Waiver of Subrogation . Landlord and Tenant waive all rights of recovery against the other and its respective officers, partners, members, agents, representatives, and employees for loss or damage to its real and personal property kept in the Building which is capable of being insured against under ISO Causes of Loss — Special Form Coverage, or for los