LEASE AGREEMENT BETWEEN W2005 RPS REALTY, L.L.C., AS LANDLORD, AND RIVERBED TECHNOLOGY, INC. AS TENANT DATED JUNE 28, 2007 SUNNYVALE, CALIFORNIA BASIC LEASE INFORMATION BASIC LEASE INFORMATION

Exhibit 10.44

LEASE AGREEMENT BETWEEN

W2005 RPS REALTY, L.L.C.,

AS LANDLORD, AND

RIVERBED TECHNOLOGY, INC.

AS TENANT

DATED JUNE 28, 2007

SUNNYVALE, CALIFORNIA

BASIC LEASE INFORMATION

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The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the Lease shall control.

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TABLE OF CONTENTS

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LIST OF DEFINED TERMS

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LEASE

This Lease Agreement (this “ Lease ”) is entered into as of June 28, 2007, between W2005 RPS REALTY, L.L.C. , a Delaware limited liability company (“ Landlord ”), and RIVERBED TECHNOLOGY, INC. , a Delaware corporation (“ Tenant ”).

1. Definitions and Basic Provisions . The definitions and basic provisions set forth in the Basic Lease Information (the “ Basic Lease Information ”) executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: “ Affiliate ” means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question; “ Building’s Structure ” means the Building’s exterior walls, roof structure, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and structural columns and beams; “ Building’s Systems ” means the Building’s HVAC, life-safety, plumbing, electrical, and mechanical systems; “ including ” means including, without limitation; “ Laws ” means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants affecting the Project, and “ Law ” means any of the foregoing; “ Tenant’s Off-Premises Equipment ” means any of Tenant’s equipment or other property that may be located on or about the Project (other than inside the Premises); and “ Tenant Party ” means any of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective agents, contractors, employees, licensees, guests and invitees.

2. Lease Grant . Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises.

3. Tender of Possession . Landlord will tender possession of the Premises to Tenant in its current “as-is” condition upon full execution and delivery of this Lease. Tenant shall be deemed to have accepted the Premises in their “as-is” condition as of the date of such tender of possession and Landlord shall have no obligation to perform any work therein (including demolition of any improvements existing therein or construction of any tenant finish work or other improvements therein), and Landlord shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein except as expressly provided in Exhibit D attached hereto. Promptly following the Commencement Date, Landlord and Tenant shall execute and deliver to each other a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its pre-Commencement Date obligations, if any, with respect to the Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. During Tenant’s possession of the Premises prior to the Commencement Date, Tenant shall have the right to construct tenant improvements (pursuant to the Work Letter set forth in Exhibit D), install telecommunications systems and otherwise “fit up” the Premises; provided that Tenant’s possession of the Premises prior to the Commencement Date shall be subject to all of the provisions of this Lease, except for the payment of Basic Rent and Additional Rent.

4. Rent .

(a) Payment . Tenant shall timely pay to Landlord Rent, without notice, demand, deduction or set off (except as otherwise expressly provided herein), by good and sufficient check drawn on a national banking association at Landlord’s address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Basic Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Basic Rent, adjusted as herein provided, shall be payable monthly in advance. Basic Rent for the third full calendar month of the Term shall be payable contemporaneously with the execution of this Lease; thereafter, Basic Rent shall be payable on the first day of each month beginning on the first day of the fourth full calendar month of the Term. The monthly Basic Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Basic Rent in effect during the partial month and the number of days in the partial month and shall be due on the Commencement Date. Payments of Basic Rent for any fractional calendar month at the end of the Term shall be similarly prorated. Tenant shall pay Additional Rent at the same time and in the same manner as Basic Rent. This Lease shall be a net Lease and Basic Rent shall be paid to Landlord absolutely net of all costs and expenses.

(b) Operating Costs; Taxes .

(1) During each calendar year or partial calendar year of the Term, Tenant shall pay to Landlord as “ Additional Rent ” Tenant’s Proportionate Share of Operating Costs (defined below). Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term and contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the estimated Additional Rent for the first calendar month of the Term, and Tenant shall pay to Landlord in advance on the first day of each calendar month following the Commencement Date an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, but only once during any one calendar year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year.

(2) The term “ Operating Costs ” means all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project, determined in accordance with sound accounting principles consistently applied, including the following costs: (A) wages and salaries of all on-site employees at or below the grade of senior building manager engaged in the operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project), including taxes, insurance and benefits relating thereto; (B) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (C) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafter promulgated by any governmental authority or any interpretation hereafter rendered with respect to any existing Law, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (D) cost of all utilities, except the cost of utilities reimbursable to Landlord by the Project’s tenants other than pursuant to a provision similar to this Section 4(b); (E) insurance expenses; (F) repairs, replacements, and general maintenance of the Project; (G) fair market rental and other costs with respect to the management office for the Project; and (H) service, maintenance and management contracts for the operation, maintenance, management, repair, replacement, or security of the Project. The Project is part of a multi-building complex (the “ Complex ”), and Operating Costs and Taxes for the Complex may be prorated among the Project and the other buildings of the Complex as determined by Landlord (based on a fraction, the numerator of which is the rentable square footage of the Premises and the denominator of which is the rentable square footage of the Complex, which fraction is, as of the date hereof, 9.785% based on the current rentable square footage of the Premises divided by the current rentable square footage of the Complex (which rentable square footage of the Complex is 468,323 rentable square feet as of the date hereof)), and Tenant shall pay Tenant’s Proportionate Share of the amounts so allocated. Operating Costs shall also include any costs, taxes or other charges allocated to the Project, as determined by Landlord, pursuant to or in connection with any covenants, conditions, restrictions and/or easements applicable to the Project and other property. Landlord shall collect only 100% of actual costs without mark-up and Landlord shall not administer Operating Costs or Taxes as a “profit center”.

Operating Costs shall not include costs for: (i) capital improvements made to the Building, other than capital improvements described in Section 4(b)(2)(C) and except for items which are generally considered

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maintenance and repair items, such as painting of common areas and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or warranties or by Tenant or other third parties; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputes); (vii) renovating or otherwise improving space for occupants of the Project or vacant space in the Project; (viii) Taxes; (ix) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project; (x) costs incurred due to violation by Landlord of the terms and conditions of any lease or any Law; (xi) overhead and profit increment paid to Landlord, its subsidiaries or affiliates for management or other services on or to the Project or for supplies or other materials to the extent that the costs of such materials, services, or supplies exceed the costs normally payable for like services, supplies or materials provided by unaffiliated parties on a competitive basis (taking into account the market factors in effect on the date any relevant contracts were negotiated) in comparable buildings; (xii) interest on debt or amortization payments (except as provided in Section 4(b)(2)(C)); (xiii) Landlord’s general corporate overhead and general administrative expenses including Landlord’s general corporate legal and accounting expenses; (xiv) cost of work required to rectify design and/or construction defects and to bring the Building into compliance with building and safety code requirements applicable to the Building as of the date hereof; (xv) marketing, advertising and promotional expenditures; (xvi) capital costs for purchasing paintings, sculpture, and other objects of art; (xvii) compensation to clerks, attendants, or to other persons involved with the operation of the parking facility or in commercial concessions operated by Landlord; (xviii) costs of abating, removing, remediating, or cleaning up (a) any asbestos or other Hazardous Materials which as of the date hereof are in violation of Hazardous Materials Laws and (b) any asbestos existing in other buildings of the Complex as of the date hereof (other than costs expended as part of the ordinary and customary operation and maintenance of the Project) except caused by Tenant or Tenant’s employees or contractors; (xiv) costs for the repair of damage to any improvements in the Project resulting from the gross negligence or willful misconduct of Landlord or Landlord’s employees and contractors; (xv) costs of insurance premiums in excess of those being charged by institutional owners of comparable buildings for comparable insurance; (xvi) charitable and political contributions; (xvii) costs associated with the operation of the business of the partnership or entity that constitutes Landlord, as the same are distinguished from the costs of operation of the Project, including partnership or other entity accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of any disputes between Landlord and its employees (if any); (xviii) interest, fines or penalties assessed as a result of Landlord’s failure to make payments in a timely manner or indemnification payments to Tenant, other occupants of the Project or third parties; (xix) costs of selling, syndicating, financing, mortgaging (including syndication thereof) or hypothecating any of Landlord’s interest in the Project; (xx) rental under any ground lease or other underlying lease of the Building or Project and other monetary obligations in connection therewith; (xxi) entertainment expenses of Landlord; (xxi) cost of leasing, purchasing or installing tenant improvements, furniture, fixtures, and equipment and operating costs of any eating facility, exercise rooms, day care center, or other specialty service, if any; (xxii) bad debt loss; and (xxiii) reserves for capital or operating costs, bad debts or Rent loss. The foregoing exclusions from Operating Costs shall apply equally to any Operating Costs or Taxes assessed in connection with the Complex.

(3) Tenant shall also pay Tenant’s Proportionate Share of Taxes for each year and partial year falling within the Term in the same manner as provided above for Tenant’s Proportionate Share of Operating Costs. “ Taxes ” means taxes, assessments, and governmental charges or fees whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes and assessments (including non-governmental assessments for common charges under a restrictive covenant or other private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Project (or its operation), excluding, however, penalties and interest thereon and federal and state taxes on income (if the present method of taxation changes so that in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Project, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes hereof). Taxes shall include the costs of consultants retained in an effort to lower taxes and all costs incurred in disputing any taxes or in seeking to lower the tax valuation of the Project. For property tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the

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Project, and all rights to receive notices of reappraisement. Notwithstanding the foregoing, federal, state, and local documentary transfer taxes, gift, franchise, inheritance, transfer, succession, and estate taxes, and income taxes shall not be included as Taxes. The amount of Taxes attributable to any the calendar year shall be reduced by the amount of any refund of Taxes arising out of an appeal and permanent reduction of the Building’s, Project’s or Complex’s assessed valuation for such calendar year.

(4) By April 1 of each calendar year, or as soon thereafter as practicable but in no event later than December 31 following such April 1 date, Landlord shall furnish to Tenant a statement of Operating Costs for the previous year, in each case adjusted as provided in Section 4(b)(5), and of the Taxes for the previous year (the “ Operating Costs and Tax Statement ”). If Tenant’s estimated payments of Operating Costs or Taxes under this Section 4(b) for the year covered by the Operating Costs and Tax Statement exceed Tenant’s Proportionate Share of such items as indicated in the Operating Costs and Tax Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant’s estimated payments of Operating Costs or Taxes under this Section 4(b) for such year are less than Tenant’s Proportionate Share of such items as indicated in the Operating Costs and Tax Statement, then Tenant shall pay Landlord such deficiency within thirty (30) days after delivery of said notice. In the event Landlord shall not have delivered the Operating Costs and Tax Statement until after said December 31 date, Landlord shall have waived its right to collect from Tenant any underpayment for the applicable previous year as to those Operating Costs and Taxes for which Landlord has received invoices during such previous year.

(5) With respect to any calendar year or partial calendar year in which the Building is not occupied to the extent of 100% of the rentable area thereof, or Landlord is not supplying services to 100% of the rentable area thereof, the Operating Costs for such period which vary with the occupancy of the Building shall, for the purposes hereof, be increased to the amount which would have been incurred had the Building been occupied to the extent of 100% of the rentable area thereof and Landlord had been supplying services to 100% of the rentable area thereof.

(6) Provided no Event of Default then exists, after receiving an annual Operating Costs and Tax Statement and giving Landlord 30 days’ prior written notice thereof, Tenant may inspect Landlord’s records relating to Operating Costs and Taxes for the period of time covered by such Operating Costs and Tax Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Costs and Taxes on an annual Operating Costs and Tax Statement within 90 days after the statement has been delivered to Tenant, or if Tenant fails to conclude its inspection within 120 days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Costs and Taxes for the year in question and the calculation of Operating Costs and Taxes set forth on such statement shall be final. Tenant’s inspection shall be conducted where Landlord maintains its books and records (which location shall be in northern California), shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant shall pay the cost of such inspection, unless the total Operating Costs and Taxes for the period in question is determined to be overstated by more than 5% in the aggregate, in which case Landlord shall pay the inspection cost (not to exceed the amount Tenant was overcharged for the period in question). Tenant may not conduct an inspection more than once during any calendar year. Tenant or the accounting firm conducting such inspection shall, at no charge to Landlord, submit its report in draft form to Landlord for Landlord’s review and comments before the final approved report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final report. If such inspection reveals that an error was made in the Operating Costs or Taxes previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within 30 days after notification thereof. Provided Landlord’s accounting for Operating Costs and Taxes is consistent with the terms of this Lease (i.e., in accordance with sound accounting principles consistently applied), Landlord’s good faith judgment regarding the proper interpretation of this Lease and the proper accounting for Operating Costs and Taxes shall be binding on Tenant in connection with any such inspection. Tenant shall maintain the results of each such inspection confidential and shall not be permitted to use any third party to perform such inspections, other than an independent firm of certified public accountants (1) reasonably acceptable to Landlord, (2) which is not compensated on a contingency fee basis or in any other

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manner which is dependent upon the results of such inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee arrangement to Landlord upon request), and (3) which agrees with Landlord in writing to maintain the results of such inspection confidential. Notwithstanding the foregoing, Tenant shall have no right to conduct an inspection if Landlord furnishes to Tenant an audit report for the period of time in question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). Nothing in this Section 4(b)(6) shall be construed to limit, suspend or abate Tenant’s obligation to pay Rent when due, including Additional Rent.

5. Delinquent Payment; Handling Charges . All past due payments required of Tenant hereunder shall bear interest from the date due until paid at the lesser of eight percent (8%) per annum or the maximum lawful rate of interest (such lesser amount is referred to herein as the “ Default Rate ”); additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to five percent of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant’s delinquency. In no event, however, shall the charges permitted under this Section 5 or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but not any subsequent occurrence) during any 12-month period that Tenant fails to make payment when due, until five days after Landlord delivers written notice of such delinquency to Tenant.

6. Letter of Credit . Concurrently with the execution of this Lease, Tenant shall deliver to Landlord, as collateral for the full and faithful performance by Tenant of all of its obligations under this Lease, an irrevocable and unconditional negotiable letter of credit (the “ Letter of Credit ”) containing the terms required herein, running in favor of Landlord, issued by Silicon Valley Bank or another bank reasonably approved by Landlord under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association, in an amount equal to the LC Amount and otherwise satisfactory to Landlord. The Letter of Credit shall be:

(a) at sight and irrevocable;

(b) maintained in effect for the entire period from the date of execution of this Lease through the date (“LC Expiration Date”) which is thirty (30) days following the expiration of the Term of this Lease (including renewal options), provided that the expiration date thereof shall be no earlier than the LC Expiration Date or provide for automatic renewal thereof at least through the LC Expiration Date, unless the issuing bank provides at least thirty (30) days prior written notice to Landlord of such non-renewal, and Tenant shall deliver a new Letter of Credit to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit without any action whatsoever on the part of Landlord;

(c) subject to the International Standby Practices (ISP 1998) International Chamber of Commerce Publication #590; and

(d) fully assignable by Landlord in connection with any number of transfers of Landlord’s interest in this Lease (with Tenant bearing any fees, costs or expenses in connection with any such transfer), and permit partial draws.

In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that:

(i) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written statement that Landlord is entitled to make such drawing under this Lease, it being understood that if Landlord or its managing agent is a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity);

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(ii) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and

(iii) in the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable) to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord.

If, as a result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the LC Amount, Tenant shall, within seven (7) business days thereafter, provide Landlord with an additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 6, and if Tenant fails to comply with the foregoing, 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. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Landlord will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section 6, Landlord shall have the right to present the Letter of Credit to the issuing bank in accordance with the terms of this Section 6, and the entire sum evidenced thereby shall be paid to and held by Landlord as cash (the “ Cash Collateral ”) to be held as collateral for performance of all of Tenant’s obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease pending Tenant’s delivery to Landlord of the required replacement letter of credit in the LC Amount and otherwise complying with all of the provisions of this Section 6. Upon delivery of such replacement letter of credit, any Cash Collateral held by Landlord shall be returned to Tenant. Landlord shall have the right to hold the Cash Collateral in a deposit account in the name of Landlord and commingle the Cash Collateral with its general assets and Tenant hereby grants Landlord a security interest in the Cash Collateral. Tenant shall not be entitled to any interest earned on the Cash Collateral.

If there shall occur a default under the Lease beyond any applicable grace period, Landlord may, but without obligation to do so, draw upon the Letter of Credit and/or utilize the Cash Collateral, in part or in whole, to cure any default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which may be sustained by Landlord resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit. 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.

Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or Cash Collateral be:

(a) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7;

(b) subject to the terms of such Section 1950.7; or

(c) intended to serve as a “security deposit” within the meaning of such Section 1950.7.

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The parties hereto:

(i) recite that the Letter of Credit and/or Cash Collateral, as the case may be, is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“ Security Deposit Laws ”) shall have no applicability or relevancy thereto; and

(ii) 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.

Notwithstanding anything to the contrary contained in this Section 6, on each yearly anniversary of the Commencement Date and provided that Tenant has furnished to Landlord Tenant’s financial statements audited by a national independent certified public accounting firm for each of the four (4) most recent consecutive calendar quarters with each statement showing positive income for such quarter and provided no Event of Default exists and Tenant is not then in monetary default or material non-monetary default of any of its obligations under this Lease, Landlord shall, within ten (10) days following the later of satisfaction of the foregoing and Tenant’s written request, notify the Bank that the LC Amount may be reduced by $100,000. No such reduction may occur unless Landlord has so notified the Bank. A Letter of Credit in the LC Amount and otherwise in accordance with the terms of this Section 6 shall be required at all times, with Tenant’s non-compliance with the foregoing constituting an uncurable default under this Lease.

7. Landlord’s Obligations .

(a) Landlord’s Maintenance Obligations . This Lease is intended to be a net lease; accordingly, subject to Tenant’s payment obligations pursuant to the provisions of Section 4(b), Landlord’s maintenance obligations are limited to the repair and replacement of the Building’s Structure and any Building’s Systems not exclusively serving the Premises and maintenance and repair of the common areas of the Project. Landlord shall not be responsible for (1) any such work until Tenant notifies Landlord of the need therefor in writing, (2) alterations to the Building’s Structure required by applicable law because of alterations and improvements made by or on behalf of Tenant or the specific nature of Tenant’s use of the Premises (which alterations shall be Tenant’s responsibility), or (3) any such work that is the responsibility of Tenant pursuant to Section 8. The Building’s Structure does not include skylights, windows, glass or plate glass, doors, special fronts, or entries, all of which shall be the responsibility of Tenant. Subject to Tenant’s payment obligations pursuant to the provisions of Section 4(b), Landlord’s liability for any defects, repairs, replacement or maintenance for which Landlord is specifically responsible for under this Lease shall be limited to the cost of performing the work.

(b) Landlord’s Right to Perform Tenant’s Obligations . Landlord may perform Tenant’s maintenance, repair, and replacement obligations and any other items that are Tenant’s obligation pursuant to Section 8 in accordance with the provisions of Section 8. Tenant shall reimburse Landlord for the reasonable cost incurred in so doing within thirty (30) days after being invoiced therefor.

8. Improvements; Alterations; Repairs; Maintenance .

(a) Improvements; Alterations . Improvements to the Premises shall be installed at Tenant’s expense only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 8(a). No alterations or physical additions in or to the Premises may be made without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of Landlord) the (1) Building’s Structure or the Building’s Systems (including the Building’s restrooms or mechanical rooms), (2) exterior appearance of the Building, (3) appearance of the Building’s common areas, if any, or (4) provision of services to any other occupants of the Building. Landlord’s consent shall not be required for non-structural, interior cosmetic improvements costing less than $50,000 in the aggregate and not requiring a permit, provided however, at the expiration or earlier termination of this Lease, Tenant shall, at Landlord’s election, remove any such improvements and restore the Premises to its prior condition. Landlord agrees that Tenant shall not be required to remove the tenant improvements to be constructed in the Premises pursuant to Exhibit D at the expiration or earlier termination of this

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Lease to the extent such improvements are consistent with general office improvements or to the extent such improvements provide supplemental HVAC or additional electricity to the labs and/or server rooms in the Premises. Tenant shall not paint or install lighting or decorations, signs, window or door lettering, or advertising media of any type visible from the exterior of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. Notwithstanding the foregoing and provided Tenant is not in default under this Lease, Tenant shall have the right, at its sole cost and expense and subject to obtaining all governmental permits and approvals therefor, to install one exterior identification sign (Building top, eyebrow or monument) at a location to be designated by Landlord, and otherwise in accordance with all Laws and the provisions of this Lease. The size, shape, content, general appearance, design, materials, coloring and lettering of said signage shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld. Tenant shall be responsible for the fabrication, installation, maintenance and repair of such signage in good condition at Tenant’s sole cost and expense. At the expiration or earlier termination of this Lease, Tenant shall, at Tenant’s sole expense, remove Tenant’s signage and restore the Building and/or the Project to its original condition in connection with the removal of such signage. Tenant’s indemnity of Landlord under this Lease shall apply to Tenant’s signage. The signage rights granted to Tenant are personal to the original Tenant signing this Lease and any Permitted Transferee and shall not inure to the benefit of any assignee, subtenant or other occupant. All alterations, additions, and improvements shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance.

(b) Repairs; Maintenance . Tenant shall maintain the Premises in a clean, safe, and operable condition, and shall not permit or allow to remain any waste or damage to any portion of the Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition and in accordance with all Laws and the equipment manufacturer’s suggested service programs (to the extent Tenant has been advised of such service programs), all portions of the Premises, Tenant’s Off-Premises Equipment and all areas, improvements and Building’s Systems exclusively serving the Premises. Tenant shall repair or replace, subject to Landlord’s direction and supervision, any damage to the Building caused by a Tenant Party. If Tenant fails to make such repairs or replacements within 30 days after the occurrence of such damage, then Landlord may make the same at Tenant’s cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such damage at Tenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance, repair or replacement work performed by Landlord under this Section 8 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. In no event shall Tenant’s obligation to maintain the Premises in compliance with all Laws obligate Tenant to make any structural changes to the Premises (including the Building’s Systems) or in the Project, or to remove or remediate any Hazardous Materials existing in, on under or about the Premises as of the date of this Lease except in connection with Tenant’s improvements to the Premises or Tenant’s use of the Premises. Landlord and Tenant acknowledge and agree that the Premises are subject to, among other Laws, the requirements of the American with Disabilities Act, 42 U.S.C. 12101 et seq., and similar State and local Laws including, without limitation, Title 24 of the California Code of Regulations (as the same may hereafter be modified, amended or supplemented, collectively, the “ADA”). To Landlord’s knowledge, Landlord has received no written notice from any governmental authority that the Premises is currently in violation of the ADA.

(c) Performance of Work . All work described in this Section 8 shall be performed only by Landlord or by contractors and subcontractors reasonably approved in writing by Landlord. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s property management company and Landlord’s asset management company as additional insureds against such risks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Building (including the Premises, the Building’s Structure and the Building’s Systems). All such work which may affect the Building’s Structure or the Building’s Systems

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must be approved by the Building’s engineer of record, at Tenant’s expense and, at Landlord’s election, must be performed by Landlord’s usual contractor for such work. All work affecting the roof of the Building must be performed by Landlord’s roofing contractor and no such work will be permitted if it would void or reduce the warranty on the roof. Notwithstanding the foregoing or any other provision of this Lease, Landlord hereby acknowledges and agrees that Tenant shall be permitted to install one additional maximum 50 ton HVAC unit on the roof of the Building and hereby consents to such installation by Tenant’s contractor provided that plans and specifications for the installation of such unit are reasonably approved by Landlord and provided such unit does not adversely affect the structural integrity of the Building or any roof warranty. Such HVAC unit shall not be removed by Tenant at the expiration or earlier termination of this Lease unless Landlord otherwise elects.

(d) Mechanic’s Liens . All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s liens to be filed against the Premises or the Project in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within ten (10) days after Landlord has delivered notice of the filing thereof to Tenant (or such earlier time period as may be necessary to prevent the forfeiture of the Premises, the Project or any interest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), either (1) pay the amount of the lien and cause the lien to be released of record, or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Landlord may record, at its election, notices of non-responsibility pursuant to California Civil Code Section 3094 in connection with any work performed by Tenant. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Premises, the Project or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party. This indemnity provision shall survive termination or expiration of this Lease.

(e) Utilities . Tenant shall pay for all water, gas, electricity, heat, telephone, sewer, sprinkler charges and other utilities and services used at the Premises, together with all taxes, penalties, surcharges, and maintenance charges pertaining thereto pursuant to the terms and conditions of this Lease. Landlord may, at Tenant’s expense, separately meter and bill Tenant directly for its use of utility services. To the extent that any particular utility is not separately metered or submetered as provided above, Landlord shall, using its good-faith, reasonable judgment, allocate the expenses for such utility among the existing tenants of the Project based upon density, usage, and other factors in Landlord’s reasonable judgment. Landlord shall not be liable for any interruption or failure of utility service to the Premises, and in no event shall the unavailability of such services or any other services (or any diminution in the quality thereof) render Landlord liable to Tenant or any entity claiming through Tenant for any damages caused thereby, constitute a constructive eviction of Tenant, constitute a breach of any implied warranty by Landlord, or entitle Tenant to any abatement of Tenant’s obligations hereunder; provided however Landlord shall use commercially reasonable diligence to restore such service or to reduce the length of such interruption, and to minimize any disturbance to Tenant, where it is within Landlord’s commercially reasonable control to do so. Additionally, if any such unavailability of such services is due to Landlord’s voluntary making of additions, alterations or improvement to the Building or the Project and Tenant is unable to conduct its business in a significant portion of the Premises for ten (10) consecutive business days as a direct result of such interruption or failure, then Tenant shall be entitled to an abatement of Basic Rent and Additional Rent for the period of such

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interruption or failure which renders the Premises untenantable and during which Tenant does not use the Premises. Any amounts payable by Tenant under this Section shall be due within thirty (30) days after Landlord has invoiced Tenant therefor. Tenant shall not install any electrical equipment requiring special wiring or requiring voltage in excess of 110 volts unless approved in advance by Landlord, which approval shall not be unreasonably withheld. Tenant shall not install any electrical equipment requiring voltage in excess of Building capacity unless approved in advance by Landlord, which approval may be withheld in Landlord’s sole discretion. Landlord hereby acknowledges that Tenant has advised Landlord that certain of Tenant’s equipment uses electrical equipment requiring 208 or 220 volts and, subject to Tenant’s compliance with the provisions of this Lease, consents to such usage. The use of electricity in the Premises shall not exceed the capacity of existing feeders and risers to or wiring in the Premises. Any risers or wiring required to meet Tenant’s electrical requirements shall, upon Tenant’s written request, be installed by Landlord, at Tenant’s cost, if, in Landlord’s judgment, the same are necessary and shall not cause permanent damage to the Building or the Premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs, or expenses, or interfere with or disturb any other tenants of the Building. If Tenant uses machines or equipment in the Premises which affect the temperature otherwise maintained by the air conditioning system or otherwise overload any utility, Landlord may install supplemental air conditioning units or other supplemental equipment in the Premises, and the cost thereof, including the cost of installation, operation, use, and maintenance, shall be paid by Tenant to Landlord within 30 days after Landlord has delivered to Tenant an invoice therefor.

9. Use . Tenant shall use the Premises only for the Permitted Use and shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. The population density within the Premises shall not adversely impact the Building’s Systems. The Premises shall not be used for any use which is disreputable, creates extraordinary fire hazards, or results in an increased rate of insurance on the Building or its contents, or for the storage of any Hazardous Materials (other than typical office supplies [e.g., photocopier toner] and/or janitorial supplies, and then only in compliance with all Laws). Tenant shall not use any substantial portion of the Premises for a “call center,” any other telemarketing use, or any credit processing use. If, because of a Tenant Party’s acts or because Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, then Tenant shall pay to Landlord the amount of such increase within thirty (30) days of demand therefor accompanied by documentation from the insurance company supporting the reason for such increase, and acceptance of such payment shall not waive any of Landlord’s other rights. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building.

10. Assignment and Subletting .

(a) Transfers . Except as provided in Section 10(h), Tenant shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 10(a)(1) through 10(a)(6) being a “ Transfer ”).

(b) Consent Standards . Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (1) is creditworthy, (2) has a good reputation in the business community, (3) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building or Complex, (4) will not use the Premises, Building or Project in a manner that would materially increase the pedestrian or vehicular traffic to the Premises, Building or Project, (5) is not a governmental entity, or subdivision or agency thereof, (6) is not another occupant of the Building or Complex, and (7) is not a person or entity with whom Landlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or Complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion and, in connection

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therewith, Tenant hereby waives and releases its rights under Section 1995.310 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists.

(c) Request for Consent . If Tenant requests Landlord’s consent to a Transfer, then, at least 15 business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer.

(d) Conditions to Consent . If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

(e) Attornment by Subtenants . Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to p