350 EAST PLUMERIA DRIVE, SAN JOSE, CALIFORNIA OFFICE LEASE

      This Office Lease (the " Lease "), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the " Summary "), below, is made by and between BRE/P LUMERIA , LLC , a Delaware limited liability company (" Landlord "), and N ETGEAR , I NC . , a Delaware corporation

(" Tenant ").

4. Base Rent ( Article 3 ):

Lease Commencement Date – Base Rent Commencement Date

Base Rent Commencement Date - 12th full calendar month of the Lease Term

13th - 24th full calendar months of the Lease Term

25th - 36th full calendar months of the Lease Term

37th - 48th full calendar months of the Lease Term

49th - 60th full calendar months of the Lease Term

61st – 72nd full calendar months of the Lease Term

73rd – 84th full calendar months of the Lease Term

85th – 96th full calendar months of the Lease Term

97th – 108th full calendar months of the Lease Term

109th full calendar month of the Lease Term– Lease Expiration Date

General office, research and development, sales, marketing, training and other uses incidental thereto that are consistent with a "Class A" office/R&D building and in conformity with municipal zoning requirements of the City of San Jose and other Applicable Requirements (as defined in Section 5.2 below)

Three and seven-tenths (3.7) parking spaces for every 1,000 rentable square feet of the Premises

See Section 30.18 of the Lease

Cornish & Carey Commercial (" Landlord's Broker ") and NAI BT Commercial (" Tenant's Broker ")

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ARTICLE 1

PREMISES, BUILDING, PROJECT AND EXTERIOR AREAS

Landlord the premises set forth in Section 2.2 of the Summary (the " Premises " and sometimes also herein referred to as the " Building "). The outline of the Project is set forth in Exhibit A attached hereto. Landlord and Tenant hereby acknowledge and agree that the rentable square footage of the Premises shall be as set forth in Section 2.2 of the Summary and that the same shall not be subject to remeasurement or modification. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and each party covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Exterior Areas," as that term is defined in Section 1.1.3 , below, or the elements thereof or of the access ways to the Premises or the "Project," as that term is defined in Section 1.1.2 , below.

      (b) Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (" Tenant Work Letter "), (i) Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises, and (ii) Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant's business, except that, on the Lease Commencement Date, the Base Building (as defined below) shall be in good condition and repair (except to the extent repairs are necessitated by the acts or omissions of Tenant or any Tenant Parties, as defined in Section 10.1.2 below). If it is determined that the Base Building (or any portion thereof) were not in good condition and repair as of the Lease Commencement Date (for reasons other than the acts or omissions of Tenant or any Tenant Parties), Landlord shall not be liable to Tenant for any damages, but as Tenant's sole remedy, Landlord, at no cost to Tenant, shall perform such work or take such other action as may be necessary to place the same in good condition and repair; provided, however, that if Tenant does not give Landlord written notice of any deficiency in the Base Building within ninety (90) days following the Lease Commencement Date, correction of such deficiency shall be the obligation of Landlord or Tenant, as the case may be, pursuant to the terms and conditions set forth in Article 7 below. Subject to the foregoing, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises were at such time in good and sanitary order, condition and repair. As used in this Lease, the " Base Building " means the base building systems, components and equipment serving the Premises, including, but not limited to, the HVAC, electrical and plumbing systems, the structural integrity of the Building, including the roof structure, and the roof membrane.

      1.1.2 Exterior Areas . Tenant shall have the right to use the exterior areas owned by Landlord that surround the Building (which are improved with landscaping, parking areas and other improvements), as shown on Exhibit A , subject to the rules and regulations referred to in Article 5 of this Lease and the Underlying Documents (such areas are, collectively, referred to herein as the " Exterior Areas "). Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Exterior Areas; provided such changes do not materially adversely affect or materially interfere with Tenant's access to or use and enjoyment of the Premises. The Building and the Exterior Areas are referred to herein as the " Project ."

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      2.1 Lease Term . The terms and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the " Lease Term ") shall be as set forth in Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the " Lease Commencement Date "), and shall terminate on the date set forth in Section 3.3 of the Summary (the " Lease Expiration Date ") unless this Lease is sooner terminated as hereinafter provided. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C , attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within ten (10) business days of receipt thereof. This Lease shall be a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the Lease Term.

      2.2 Early Occupancy Period . Prior to the Lease Commencement Date (the " Early Access Period "), Tenant shall be permitted to enter the Premises for the sole purpose of planning for and constructing the Tenant Improvements, provided that (a) prior to Tenant's entry in the Premises, Tenant shall furnish to Landlord certificates of insurance satisfactory to Landlord evidencing Tenant's compliance with the requirements of Section 10.3 below; and (b) Tenant's work during the Early Access Period shall comply with the requirements of the Tenant Work Letter. Tenant's occupancy of the Premises during the Early Access Period shall be subject to all of the terms, covenants and conditions of this Lease, including Tenant's indemnity obligations set forth in Section 10.1 below, except that Landlord agrees that Tenant's obligation to pay Base Rent and "Tenant's Share" of the annual "Direct Expenses", as those terms are defined in Section 4.2.5 and Section 4.2.1 , below, respectively, shall be waived. Tenant shall, however, pay the cost of all utilities and other services provided to the Premises prior to the Lease Commencement Date that are required by reason of Tenant's early occupancy. Landlord shall use commercially reasonable efforts to cause the Base Building Work to be completed no later than the Lease Commencement Date set forth in Section 3.2 of the Summary.

      Tenant shall pay, without prior notice or demand, to Landlord or Landlord's agent at the Rent Payment Address specified in Section 12 of the Summary, or, at Landlord's option, at such other place as Landlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent (" Base Rent ") as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever, except as otherwise expressly provided in this Lease; provided, however, that upon Tenant's execution and delivery of this Lease to Landlord, Tenant shall pay to Landlord the Prepaid Base Rent set forth in Section 7 of the Summary, which amount shall be applied to the first monthly installment of Base Rent payable by Tenant pursuant to this Lease ( i.e., beginning on the Base Rent Commencement Date). If any Rent payment date (including the Base Rent Commencement Date) falls on a day of the month other than the first day of such month or if any payment of Rent is for a period which is shorter than one month, the Rent for any fractional month shall accrue on a daily basis for the period from the date such payment is due to the end of such calendar month or to the end of the Lease Term on the basis of the actual number of days in the applicable month. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.

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      4.1 General Terms . In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct Expenses", as those terms are defined in Section 4.2.5 and Section 4.2.1 , below, respectively. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the " Additional Rent ", and the Base Rent and the Additional Rent are herein collectively referred to as " Rent ." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term or any earlier termination of this Lease.

      4.2 Definitions of Key Terms Relating to Additional Rent . As used in this Article 4 , the following terms shall have the meanings hereinafter set forth:

      4.2.1 " Direct Expenses " shall mean the sum total of (a) " Operating Expenses ", (b) " Tax Expenses ", and (c) a management fee (the " Management Fee ") equal to three percent (3%) of the sum of Base Rent, Operating Expenses and Taxes for the applicable Expense Year.

      4.2.2 " Expense Year " shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time, but only once during any one calendar year, to any other twelve (12) consecutive month period, and, in the event of any such change, Tenant's Share of Direct Expenses shall be equitably adjusted for any Expense Year involved in any such change.

      4.2.3 " Operating Expenses " shall mean all expenses, costs and amounts which Landlord pays or accrues during, and are properly allocable to, any Expense Year because of or in connection with the ownership, management, maintenance, security, repair, replacement, restoration or operation of the Project, or any portion thereof. Without limiting the generality of the foregoing, Operating Expenses shall specifically include any and all of the following: (i) the cost of supplying all utilities, the cost of operating, repairing, maintaining, and renovating the utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting any governmental enactments which may affect Operating Expenses, and the costs incurred in connection with a governmentally mandated transportation system management program or similar program; (iii) the cost of all insurance carried by Landlord in connection with the Project as reasonably determined by Landlord, and any commercially reasonable deductibles paid under policies of any such insurance (not to exceed $50,000.00 per occurrence, unless the same are expended on an "Included Capital Item", as defined below, in which event the last sentence of this Section 4.2.3 shall apply); (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) the cost of parking area operation, repair, restoration, and maintenance; (vi) fees and other costs, including management and/or incentive fees, consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management, operation, maintenance and repair of the Project; (vii) payments under any equipment rental agreements and the fair rental value of any management office space; (viii) subject to item (f), below, wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons engaged in, and reasonably allocable to, the operation, maintenance and security of the Project; (ix) costs under any instrument pertaining to the sharing of costs by the Project; (x) operation, repair, maintenance and replacement of all systems and equipment and components thereof of the Project; (xi) the cost of janitorial, alarm, security and other services, maintenance and replacement of curbs and

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walkways, repair to roofs and re-roofing; (xii) amortization (including interest on the unamortized cost) over such period of time as Landlord shall reasonably determine, of the cost of acquiring or the rental expense of personal property used in, and reasonably allocable to, the maintenance, operation and repair of the Project, or any portion thereof; (xiii) except for costs and expenses which are the sole responsibility of Tenant pursuant to Section 7.2 below, all costs paid or incurred by Landlord to perform Landlord's Repair Obligations (as defined in pursuant to Section 7.2.1 below); and (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, any federal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute "Tax Expenses" as that term is defined in Section 4.2.4 , below, and which are not imposed as a consequence of any negligence or willful misconduct of Landlord or Landlord's agent; and (xv) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Building, including, without limitation, any covenants, conditions and restrictions affecting the property, and reciprocal easement agreements affecting the property, any parking licenses, and any agreements with transit agencies affecting the Property (collectively, and including, without limitation, any CC&Rs, as defined below, the " Underlying Documents "). Any Operating Expenses that constitute capital expenditures (collectively, " Included Capital Items ") shall be amortized by Landlord (including interest at 9% on the amortized cost) over the estimated useful life of the item, as reasonably determined by Landlord, and such amortized costs shall be included in Operating Expenses only for that portion of the useful life of the Included Capital Item which falls within the Lease Term, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000), in which case it shall be expensed in the year in which it was incurred.

      Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:

      (a) costs, including legal fees, space planners' fees, advertising and promotional expenses (except as otherwise set forth above), and brokerage fees incurred in connection with the original construction or development, or the original or future leasing of the Project, and costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for other tenants occupying space in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for other tenants or other occupants of the Project;

      (b) except as set forth in item (xii) above and except with regard to Included Capital Items, depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest, and expense reserves;

      (c) costs for which Landlord is reimbursed by any tenant or occupant of the Project or by insurance by its carrier or any tenant's carrier or by anyone else, costs for and electric power costs for which any tenant directly contracts with the local public service company; provided, however, that, if Landlord fails to carry the insurance required to be carried by Landlord pursuant to Section 10.5 below, then Operating Expenses shall also exclude any costs for which Landlord would have been reimbursed by insurance had Landlord carried such required insurance;

(d) any bad debt loss, rent loss, or reserves for bad debts or rent loss;

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

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employees or between Landlord and Project management or between Landlord and other tenants or occupants;

      (f) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project;

Landlord or to subsidiaries or affiliates of Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by qualified, first-class unaffiliated third parties on a competitive basis;

      (i) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment which if purchased the cost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project;

employees, vendors, contractors, or providers of materials or services;

      (l) all items and services for which Tenant or any other tenant in the Project reimburses Landlord (other than through the payment of a proportionate share of Operating Expenses) or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; provided however, that if any tenant in the Project contracts directly for services for which Tenant pays Landlord pursuant to this Section, the total costs of such services for the Project shall be "grossed up" to reflect what those costs would have been had such tenants not directly contracted for such services;

      (m) the cost of any non-standard service provided to any other tenant of the Project that is not also available to Tenant;

      (n) costs of capital repairs and replacements of the Building Structure (as defined in Section 7.2.2 below); provided, however, that if any such repairs or replacements are necessitated by the act or omission of Tenant or any Tenant Parties, then, as provided in Section 7.2.3 below, such repairs or replacements shall be performed by Landlord at Tenant's sole expense;

      (o) costs of capital repairs, replacements and improvements to the Exterior Areas that are required by Applicable Requirements in effect as of the date of this Lease (as such Applicable Requirements are applied and interpreted by the applicable governmental authorities as of the date of this Lease), without regard to Tenant's proposed construction of any of the Tenant Improvements or the installation of any of Tenant's furniture, fixtures, equipment or property, or to Tenant's particular use of the Premises or the particular manner in which it conducts (or proposes to conduct) its business therein;

      (p) costs of clean-up, containment, restoration, removal or remediation of Hazardous Substances or related costs where the Hazardous Substances were not brought into the Project by Tenant or its agents (pursuant to which the provisions of Section 25.2 below shall apply); provided, however, that costs incurred in the cleanup or remediation of minor amounts of Hazardous Substances and customarily found in parking facilities may be included as Operating Costs;

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      (q) costs to correct any construction latent defect in the Base Building Work as of the Lease Commencement Date;

Landlord of the terms and conditions of this Lease or any Applicable Requirements;

and equipment and operating costs of any eating facility, exercise rooms, day care center or other specialty service, if any;

capital nature), unless such improvements (i) are reasonably intended to reduce Operating Expenses (but then, such costs shall be included in Operating Expenses only to the extent of the cost savings achieved in the applicable Expense Year as a result thereof), or (ii) are required to keep the Project in compliance with Applicable Requirements applicable from time to time, provided that, in the case of capital improvements made pursuant to clause (ii), such improvements are not otherwise excluded from Operating Expenses pursuant to this Lease, including pursuant to Section 4.2.3(o) above.

      If the Project is not at least one hundred percent (100%) occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expenses that would have been incurred had the Project been one hundred percent (100%) occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year.

governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property owned or leased by Landlord and used in connection with, and reasonably allocable to, the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof.

      4.2.4.2 Tax Expenses shall include, without limitation: (i) any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the

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definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (" Proposition 13 ") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments, or the Project's contribution towards a governmental or private cost-sharing agreement, for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises.

      4.2.4.3 Any reasonable costs and expenses (including, without limitation, reasonable attorneys' and consultants' fees) actually incurred in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are incurred. Tax refunds shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable. If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord upon demand Tenant's Share of any such increased Tax Expenses. Notwithstanding anything to the contrary contained in this Section 4.2.5 (except as set forth in Section 4.2.5.1 , above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord's general or net income (as opposed to gross rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, (iii) any items paid by Tenant under Section 4.5 of this Lease, and (iv) any tax or assessment expense (a) in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the longest possible term, provided that such tax or assessment is permitted to be paid in installments over a period of time, without penalty, or (b) imposed on land or improvements other than the Building or the Project.

4.2.5 " Tenant's Share " shall mean the percentage set forth in Section 6 of the

Commencement Date, Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1 , below, and as Additional Rent, an amount equal to Tenant's Share of Direct Expenses; provided, however, that (a) upon Tenant's execution and delivery of this Lease to Landlord, Tenant shall pay to Landlord the Prepaid Additional Rent set forth in Section 7 of the Summary, which amount shall be applied to the first monthly installment of Tenant's Share of Direct Expenses payable by Tenant pursuant to this Lease ( i.e., beginning on the Lease Commencement Date); and (b) if the Lease Expiration Date occurs on a day other than the last day of an Expense Year, Tenant's Share of Direct Expenses during such Expense Year shall be prorated on the basis that the number of days from the commencement of such Expense Year to and including the Lease Expiration Date bears to three hundred sixty-five (365).

      4.4.1 Statement of Actual Direct Expenses and Payment by Tenant . Landlord shall endeavor to give to Tenant within one hundred twenty (120) days following the end of each Expense Year (or as soon thereafter as is reasonably practicable), a statement (the " Statement ") which shall state

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the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of Tenant's Share of Direct Expenses. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term, Tenant shall pay, with its next installment of Base Rent due (but no sooner than thirty (30) days after Tenant'/s receipt of such Statement), the full amount of Tenant's Share of Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as "Estimated Direct Expenses," as that term is defined in Section 4.4.2 , below, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's Share of Direct Expenses, Tenant shall receive a credit in the amount of Tenant's overpayment against Rent next due under this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4 . Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, Tenant shall, within thirty (30) days, pay to Landlord Tenant's Share of Direct Expenses, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's Share of Direct Expenses, Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of the overpayment. The provisions of this Section 4.4.1 shall survive the expiration of the Lease Term or any earlier termination of this Lease.

      4.4.2 Statement of Estimated Direct Expenses . In addition, Landlord shall endeavor to give Tenant a yearly expense estimate statement (the " Estimate Statement ") which shall set forth Landlord's reasonable estimate (the " Estimate ") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant's Share of Direct Expenses (the " Estimated Direct Expenses "). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4 , nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2 ). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

      4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible . Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant's equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant's equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord's property or if the assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

      4.6 Books and Records . Landlord shall maintain books and records reflecting the Operating Expenses and Tax Expenses for the Lease Term in accordance with sound accounting and management practices. Tenant and a certified public accountant employed by a certified public accounting firm reasonably acceptable to Landlord and working on a non-contingency fee basis shall have the right to inspect Landlord's records at Landlord's applicable local office or other location designated by Landlord upon at least seventy-two (72) hours' prior notice during normal business hours during the one hundred eighty (180) days following Landlord's delivery of the Statement to Tenant. The results of any such inspection shall be kept strictly confidential by Tenant and its agents, and Tenant and its certified public accountant must agree, in their contract for such services, to such confidentiality restrictions and shall specifically agree that the results shall not be made available to any other tenant of the Project (and in connection with the foregoing, prior to exercising its rights hereunder, Tenant and its

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agents shall sign a confidentiality agreement acceptable to Landlord). Unless Tenant sends to Landlord any written exception to a Statement within said one hundred eighty (180) day period, such Statement shall, subject to the last sentence of this Section and except in the event of fraud, be deemed final and accepted by Tenant and Tenant waives any other rights pursuant to applicable law to inspect Landlord's books and records and/or to contest the amount of Operating Expenses and/or Tax Expenses due hereunder. Tenant shall pay the amount shown on any Statement in the manner prescribed in this Lease, whether or not Tenant takes any such written exception, without any prejudice to such exception. If Tenant makes a timely exception, Landlord shall cause an independent certified public accountant to issue a final and conclusive resolution of Tenant's exception. Tenant shall pay the cost of such certification unless Landlord's original determination of annual Operating Expenses and Tax Expenses overstated the amounts thereof, in the aggregate, by more than five percent (5%), in which case (a) Landlord shall bear the cost of such certification, and (b) Tenant shall also have the right, within thirty (30) days of such resolution, and only with respect to the particular item or items of Operating Expenses or Taxes for which Tenant was found to have been overcharged by more than 5%, to audit Landlord's books and records for the immediately preceding Expense Year, notwithstanding the period to elect such audit has passed. The provisions of this Section 4.6 shall survive the expiration or earlier termination of this Lease.

5.1 Permitted Use . Tenant shall use the Premises solely for the Permitted Use set forth in

Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion.

      5.2 Prohibited Uses . Tenant further covenants and agrees that Tenant shall not use or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D , attached hereto, or in violation of the laws of the United States of America, the State of California, the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any Environmental Laws (as defined in Section 25.2.7 below) or any Underlying Documents (collectively, " Applicable Requirements "). A violation of the Rules and Regulations by Tenant shall be deemed a default under this Article 5 . Tenant shall not do or permit anything to be done in or about the Premises which will in any material way damage the reputation of the Project or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with, and Tenant's rights and obligations under the Lease and Tenant's use of the Premises shall be subject and subordinate to, all Underlying Documents now or hereafter affecting the Project.

      5.3 CC&Rs . Tenant shall comply with all recorded covenants, conditions, and restrictions currently affecting the Project (the " Current CC&Rs "). Additionally, Tenant acknowledges that the Project may be subject to any future covenants, conditions, and restrictions and/or amendments to the Current CC&Rs (in any such event, the " Future CC&Rs ") which Landlord, in Landlord's discretion, deems reasonably necessary or desirable, and Tenant agrees that this Lease shall be subject and subordinate to the Current CC&Rs and such Future CC&Rs (collectively, the " CC&Rs "), provided such Future CC&Rs do not materially and adversely affect Tenant's permitted use of the Premises or access to the Premises. Landlord shall have the right to require Tenant to execute and acknowledge, within ten (10) business days of a request by Landlord, a "Recognition of Covenants, Conditions, and Restriction," in a form substantially similar to that attached hereto as Exhibit F , agreeing to and acknowledging the CC&Rs.

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      Tenant shall promptly pay, as the same become due, all charges for water, gas, electricity, telephone, sewer service, waste pick-up and any other utilities, materials and services furnished directly to or used by Tenant on or about the Premises during the Term, including, without limitation, (a) meter, use and/or connection fees, hook-up fees, or standby fees, and (b) penalties for discontinued or interrupted service. At no time shall use of electricity in the Premises exceed the capacity of existing feeders and risers to or wiring in the Premises. Any interruption or cessation of utilities (each, a " Service Interruption ") resulting from any causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any area of the Project, shall not render Landlord liable for damages to either person or property or for interruption or loss to Tenant's business, nor be construed as an eviction of Tenant, nor work an abatement of any portion of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Notwithstanding the foregoing, if the Premises, or a material portion thereof, is made untenantable or inaccessible for more than three (3) consecutive business days after written notice from Tenant to Landlord as a result of a Service Interruption, then to the extent that Service Interruption is caused by the negligence or willful misconduct of Landlord or any Landlord Parties, Tenant, as its sole remedy, shall be entitled to receive an abatement of Monthly Rent (defined below) payable hereunder during the period beginning on the fourth (4th) consecutive business day of such Service Interruption and ending on the day the service is restored. If a Service Interruption renders less than the entire Premises untenantable or inaccessible, the amount of Monthly Rent abated shall be prorated in proportion to the percentage of the rentable square footage of the Premises that is rendered untenantable or inaccessible. As used herein, " Monthly Rent " means Base Rent and monthly payments of Additional Rent for Direct Expenses.

Section 7.2 below, Tenant shall, throughout the Term at its sole cost and expense, (a) keep and maintain the Premises in good order and condition, and repair and replace every part thereof (" Tenant's Repair Obligations "), including, without limitation, the following: (1) glass, windows, window frames, window casements (including the repairing, resealing, cleaning and replacing of both interior and exterior windows) and skylights; (2) interior and exterior doors, door frames and door closers; (3) interior lighting (including, without limitation, light bulbs and ballasts); (4) the heating, ventilating and air conditioning

(" HVAC ") systems and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, escalator, life safety systems and equipment and other mechanical, electrical and communications systems and equipment located in, upon or about the Premises (collectively, the " Building Systems "), including, without limitation, (i) any specialty or supplemental Building Systems installed by or for Tenant

(" Specialty Systems ") and (ii) all electrical facilities and equipment, including lighting fixtures, lamps, fans and any exhaust equipment and systems, electrical motors and all other appliances and equipment of every kind and nature located in, upon or about the Premises; (5) all of Tenant's security systems in or about or serving the Premises; (6) Tenant's signage; and (7) interior demising walls and partitions (including painting and wall coverings), equipment, floor coverings, and any roll-up doors, ramps and dock equipment, (b) furnish all expendables, including light bulbs, paper goods and soaps, used in the Premises, and (c) to the extent that Landlord notifies Tenant in writing of its intention to no longer arrange for such monitoring, cause the fire alarm systems serving the Premises to be monitored by a monitoring or protective services firm approved by Landlord in writing.

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      7.1.2 Notwithstanding the provisions of Section 7.1.1 above to the contrary, if, at any time during the Lease Term, any capital repairs or replacements (as determined in accordance with generally accepted accounting principles) are required to be made to the Building Systems (excluding any Specialty Systems and any other equipment or facilities relating to the particular use of the Premises by Tenant or any Tenant Parties), the cost of which shall exceed Twenty-Five Thousand Dollars ($25,000.00), then, unless such repairs or replacements are required by the act or omission of Tenant or any Tenant Parties, including, without limitation, any failure to maintain the HVAC systems and equipment as required by Section 7.1.3 below, or any Alterations to the Premises made by or on behalf of Tenant, (a) Landlord shall perform such repairs or replacements, (b) Tenant shall pay the first Twenty-Five Thousand Dollars ($25,000.00) of costs relating thereto, and (c) the remainder of such costs shall be included as an Operating Expense hereunder as an "Included Capital Item". In addition, Landlord shall, within thirty (30) days after receipt of an invoice therefor, reimburse Tenant for the cost of any repairs or replacements made by Tenant pursuant to Section 7.1.1 above to the extent such repairs or replacements are necessitated by the negligence or willful misconduct of Landlord or any Landlord Parties (unless such repairs or replacements are covered by the insurance Tenant is required to carry hereunder, in which event Landlord shall pay such portion [ i.e., the portion of the repairs or replacements attributable to the negligence or willful misconduct of Landlord or any Landlord Parties] of any commercially reasonable deductible in connection therewith).

      7.1.3 Tenant shall also be responsible for all pest control within the Premises, and for all trash removal and disposal from the Premises. With respect to any HVAC systems and equipment exclusively serving the Premises, Tenant shall obtain HVAC systems preventive maintenance contracts with bimonthly or monthly service in accordance with manufacturer recommendations, which shall be subject to the reasonable prior written approval of Landlord and paid for by Tenant, and which shall provide for and include replacement of filters, oiling and lubricating of machinery, parts replacement, adjustment of drive belts, oil changes and other preventive maintenance, including annual maintenance of duct work, interior unit drains and caulking of sheet metal, and recaulking of jacks and vents on an annual basis. Tenant shall have the benefit of all warranties available to Landlord regarding the HVAC systems and equipment.

      7.1.4 Tenant's repair, maintenance and replacement obligations shall be performed under the supervision and subject to the prior approval of Landlord (which approval shall not be unreasonably withheld or delayed), and within any reasonable period of time specified by Landlord; provided, however, that (a) with respect to the Building Systems serving the Premises, Landlord may elect to perform all or some of the foregoing maintenance, repairs and replacement itself (including obtaining HVAC systems preventive maintenance contracts), at Tenant's reasonable expense (without mark-up by Landlord), and (b) if Tenant fails to perform Tenant's Repair Obligations, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a reasonable percentage of the cost thereof sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements, within thirty (30) days after receipt of an invoice therefor.

maintain, repair and replace the following items (" Landlord's Repair Obligations "): (a) the non-structural portions of the roof of the Building, including the roof coverings (provided that Tenant installs no additional air conditioning or other equipment on the roof that damages the roof coverings, in which event Tenant shall pay all costs resulting from the presence of such additional equipment); (b) any Building Systems serving the Project, or portions thereof, for which Tenant is not responsible pursuant to Section 7.1 above; and (c) the parking areas of the Project, pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Exterior Areas. Landlord's Repair Obligations also includes the routine repair and maintenance of the load bearing and exterior walls of the Building, including, without limitation, any painting, sealing, patching and waterproofing of such walls. Further, in performing

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all repairs and maintenance hereunder, Landlord shall use commercially reasonable efforts to minimize any unreasonable disruption to Tenant (but Landlord shall not be required to incur any additional cost or expenses in connection therewith) and Landlord shall, subject to the provisions of Article 28 below, follow Tenant's commercially reasonable security requirements in connection with any entry by Landlord into the Premises.

      7.2.2 Subject to the provisions of Article 11 and Article 13 hereof, Landlord, at its own cost and expense, agrees to repair and maintain the following (the " Building Structure "): structural portions of the roof (specifically excluding the roof coverings), the foundation, the footings, the floor slab, and the load bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls).

      7.2.3 Notwithstanding any provision in Section 7.2.1 or Section 7.2.2 to the contrary, any damage to the portions of the Project that Landlord is required to repair under Section 7.2.1 or Section 7.2.2 above arising from the negligence or willful misconduct of Tenant or any Tenant Parties shall be repaired by Landlord, and Tenant shall pay Landlord the cost thereof (or, if covered by Landlord's insurance, Tenant shall pay any commercially reasonable deductible in connection therewith), including a reasonable percentage of the cost thereof sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements, within thirty (30) days after receipt of an invoice therefor. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements or additions to the Premises or to any equipment located in the Premises as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided that Landlord provides reasonable prior notice to Tenant (except in the event of an emergency).

      7.3 Waiver . Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

      8.1 Landlord's Consent to Alterations . Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the " Alterations ") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which materially and adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Tenant shall be permitted to make interior, cosmetic or decorative, non-structural Alterations without Landlord's prior consent, provided that such Alterations (a) cost less than Twenty-Five Thousand Dollars ($25,000.00) per project, and (b) prior to commencing any such Alterations, Tenant provides Landlord with not less than ten (10) business days' prior written notice thereof, which shall include a copy of any governmental permits required to complete such Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8 .

      8.2 Manner of Construction . Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen

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selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term. At the time Tenant requests Landlord's consent to the construction or installation of any Alteration, Tenant may also request in writing whether Landlord will require all or portions of such Alteration to be removed by Tenant at the expiration or earlier termination of this Lease, and Landlord shall advise Tenant at the time it provides its consent (if consent is granted by Landlord) whether all or any part of such Alteration must be removed, and Tenant will not be required to remove such Alteration that Landlord has notified Tenant in writing does not have to be removed. Tenant shall construct any Alterations and perform all repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall, at Tenant's expense, make such changes to the Base Building. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Project. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy of the "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

      8.3 Payment for Improvements . If payment is made by Tenant directly to contractors, Tenant shall (i) comply with Landlord's reasonable requirements for final lien releases and waivers in connection with Tenant's payment for work to contractors, and (ii) sign Landlord's reasonable standard contractor's rules and regulations. If Tenant orders any work directly from Landlord, Tenant shall pay to Landlord an amount equal to Landlord's then current standard fee to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord's involvement with such work. If Tenant does not order any work directly from Landlord, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord's review of such work.

      8.4 Construction Insurance . In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or Tenant's contractor carries " Builder's All Risk " insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof.

may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and shall, except to the extent the same constitutes Tenant's personal property, be and become the property of Landlord; provided, however, that Landlord may, by written notice to Tenant given at the time Landlord approves such Alterations or other improvements, require Tenant, at Tenant's expense, to remove such Alterations and/or improvements at the expiration or earlier termination of this Lease, repair any damage to the Premises caused by such removal, and return the affected portion of the Premises to substantially the condition existing prior to the installation of such Alterations or improvements or, at

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Landlord's election, to a building-standard tenant improved condition as reasonably determined by Landlord. Notwithstanding the foregoing, however, Landlord agrees that, unless the same are made in connection with Tenant's subleasing of less than the entirety of the Premises or otherwise separately demising any portion of the Premises ( i.e., creating a multi-tenant Building) (in which event, Landlord reserves all rights hereunder), any Alterations and/or improvements that constitute customary general office improvements to the interior of the Premises, and result in a customary general office layout ( i.e., improvements and a layout usable by a typical office tenant, without significant demolition or other alterations), all as reasonably determined by Landlord, shall not be required to removed by Tenant at the expiration or earlier termination of this Lease.

      8.5.2 If, as and to the extent required by Section 8.5.1 above, Tenant fails to complete any removal and/or to repair any damage caused by the removal of any Alterations or improvements and return the affected portion of the Premises to substantially the condition existing immediately prior to construction of such Alterations or, if elected by Landlord, to a building standard tenant improved condition as reasonably determined by Landlord, prior to the expiration or earlier termination of this Lease, Landlord may do so and charge the cost thereof to Tenant. Without limiting the generality of Tenant's obligations set forth in Section 10.1 below, Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien actually and proximately caused by the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenant shall survive the expiration of the Lease Term or any earlier termination of this Lease. Notwithstanding the foregoing, Tenant shall not be required to remove any Alterations that Landlord has previously granted consent for and indicated in writing that removal at the end of the Lease Term is not required.

      Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any Claims (as defined in Section 10.1.2 below) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under Applicable Requirements) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Notwithstanding the foregoing, Tenant shall have the right to contest any lien, provided that Tenant shall (a) within such ten (10) business-day period, provide Landlord adequate security for, or otherwise bond off, the lien or claim, (b) contest the lien or other claim in good faith by appropriate proceedings that operate to stay its enforcement, and (c) pay promptly any final adverse judgment entered in any such proceeding. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord's title to the Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Premises arising in connection with any such work or respecting the Premises not performed by or at the request of Landlord shall be null and void, or at Landlord's option shall attach only against Tenant's interest in the Premises and shall in all respects be subordinate to Landlord's title to the Project and Premises.

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upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners and their respective officers, agents, servants, employees, and independent contractors (collectively, " Landlord Parties ") shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant, except (a) to the extent such injury, death or damage is caused by the negligence of any Landlord Party and not covered by ( i.e., exceeding the coverage limits) the insurance required to be carried by Tenant hereunder (provided that, if covered by the insurance required to be carried by Tenant hereunder, then Landlord shall pay a portion of any commercially reasonable deductible in connection therewith, equal to the portion of such injury, death or damage that arises from the negligence of Landlord or any Landlord Parties), or by any willful misconduct of any Landlord Party or (b) to the extent such limitation on liability is prohibited by law.

      10.1.2 Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all obligations, losses, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, suits, orders or judgments), causes of action, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including reasonable attorneys' and consultants' fees and expenses) (" Claims ") incurred in connection with or arising from (a) any cause in, on or about the Premises (including, but not limited to, a slip and fall), (b) any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project by reason of Tenant's occupancy of the Premises (collectively, " Tenant Parties ") or (c) any breach by Tenant of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term. The foregoing indemnification shall apply regardless of the active or passive negligence of Landlord Parties and regardless of whether liability without fault or strict liability is imposed or sought to be imposed on the Landlord Parties; provided, however, that, with respect to any Landlord Party, Tenant's obligations under this Section shall be inapplicable (i) to the extent such Claims arise from the negligence of any Landlord Party and are not covered ( i.e., exceeding the coverage limits) by the insurance required to be carried by Tenant hereunder (provided that, in such event, Landlord shall pay a portion of any commercially reasonable deductible in connection therewith, equal to the portion that such Claims arise from the negligence of Landlord or any Landlord Parties), or from the willful misconduct of any Landlord Party or (ii) to the extent such obligations are prohibited by applicable law. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of the matters set forth in clauses (a) through (c) above, Tenant shall pay to Landlord its reasonable costs and expenses actually incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers', accountants' and attorneys' fees.

      10.1.3 Landlord shall defend, indemnify and hold harmless Tenant from and against all Claims incurred by Tenant to the extent caused by (a) the negligence of Landlord or a Landlord Party and not covered by ( i.e., exceeding the coverage limits) the insurance required to be carried by Tenant hereunder (provided that, if covered by the insurance required to be carried by Tenant hereunder, then Landlord shall pay a portion of any commercially reasonable deductible in connection therewith, as more particularly described in Section 10.1.2 above) or otherwise covered by Tenant's indemnity obligations set forth in Section 10.1.2 above, or (b) the willful misconduct of Landlord or a Landlord Party.

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      10.1.4 The provisions of this Section 10.1 shall survive the expiration of the Lease Term or any earlier termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

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

      10.3 Tenant's Insurance . Tenant shall maintain the following coverages in the following amounts.

      10.3.1 Commercial General Liability Insurance covering the insured against claims of bodily injury, personal injury and property damage (including loss of use thereof) arising out of Tenant's operations, and contractual liabilities (covering the performance by Tenant of its indemnity agreements) including a Broad Form endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1 of this Lease, for limits of liability not less than:

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

      10.3.3 Worker's Compensation and Employer's Liability or other similar insurance pursuant to all applicable state and local statutes and regulations.

      10.4 Form of Policies . The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenant under this Lease. Such insurance shall (i) name Landlord, Landlord's managing agent, and any other party the Landlord so specifies (" Additional Insured Parties "), as an additional insured; (ii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited to, Tenant's obligations under Section 10.1 of this Lease; (iii) be issued by an

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insurance company having a rating of not less than A-X in Best's Insurance Guide or which is otherwise acceptable to Landlord and licensed to do business in the State of California; (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant; (v) provide that said insurance shall not be canceled or coverage reduced unless thirty (30) days' prior written notice shall have been given to Landlord and any mortgagee of Landlord. With respect to the umbrella liability coverage, Tenant, at Tenant's sole expense, shall procure a "per location" endorsement or equivalent reasonably acceptable to Landlord so that the general aggregate and other limits apply separately and specifically to the Premises. Tenant shall deliver to Landlord, on or before the Lease Commencement Date and at least thirty (30) days before the expiration dates thereof, a certification from Tenant's insurance company on the forms currently designated "ACORD 28" (Evidence of Commercial Property Insurance) and "ACORD 25-S" (Certificate of Liability Insurance), or the equivalent, provided that attached to the ACORD 25-S is an endorsement naming the Additional Insured Parties as additional insureds, which shall be binding on Tenant's insurance company, and which shall expressly contain an unconditional obligation of the insurance company to advise all of the Additional Insured Parties in writing by certified mail, return receipt requested, at least thirty (30) days in advance of any termination or change to the policies that would affect the interest of any of the Additional Insured Parties, except that ten (10) days' prior written notice may be given in the case of nonpayment of premiums. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificate, Landlord may, at its option, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within thirty (30) days after delivery to Tenant of bills therefor.

      10.5 Landlord's Insurance . Subject to reimbursement as an Operating Expense in accordance with the provisions of Article 4 hereof, Landlord shall procure and maintain in effect throughout the Lease Term of this Lease commercial general liability insurance, property insurance and/or such other types of insurance as are normally carried by reasonably prudent owners of commercial properties substantially similar to, and in the vicinity of, the Project. Such coverages shall be in such amounts, from such companies and on such other terms and conditions as Landlord may from time to time reasonably determine, and Landlord shall have the right, but not the obligation, to change, cancel, decrease or increase any insurance coverages in respect of the Premises, add additional forms of insurance as Landlord shall deem reasonably necessary, and/or obtain umbrella or other policies covering both the Premises and other assets owned by or associated with Landlord or its affiliates, in which event the cost thereof shall be equitably allocated.

      10.6 Subrogation . Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. Notwithstanding anything in this Lease (including the Tenant Work Letter) to the contrary, the parties each hereby waive all rights and claims against each other for such losses due to a risk that would be covered by the waiving party's property insurance or such additional property coverage as the waiving party may actually carry. Landlord and Tenant further waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right to the insured to recover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that the waiver of subrogation shall not affect the right of the insured to recover thereunder. All of Landlord's and Tenant's repair and indemnity obligations under this Lease shall be subject to the waiver and release contained in this Section 10.5 .

      11.1 Repair of Damage to Premises by Landlord . Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises or any Exterior

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Areas shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 11 , restore the Base Building and such Exterior Areas. Such restoration shall be to substantially the same condition of the Base Building and the Exterior Areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Project or any other modifications to the Exterior Areas deemed desirable by Landlord, which are consistent with the character of the Project, provided that access to the Premises shall not be materially impaired. Upon the occurrence of any damage to the Premises, upon notice (the " Landlord Repair Notice ") to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under clauses (ii) and (iii) of Section 10.3.2 of this Lease, and Landlord shall repair any injury or damage to the Tenant Improvements and the Original Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within forty-five (45) days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements and the Original Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Exterior Areas necessary to Tenant's occupancy, and the Premises are not occupied by Tenant as a result thereof, then during the time and to the extent the Premises are unfit for occupancy, the Rent shall be abated in proportion to the extent to which Tenant's use of the Premises is diminished. In the event that Landlord shall not deliver the Landlord Repair Notice, Tenant's right to rent abatement pursuant to the preceding sentence shall terminate as of the date, reasonably estimated by Tenant's contractor or architect (" Tenant's Construction Representative "), to be the date that (subject to Force Majeure, as defined in Section 30.16 below) repairs to the Premises should be completed by Tenant assuming Tenant uses reasonable due diligence in connection therewith. provided that such date shall not exceed one (1) year from the date of the fire or other casualty.

      11.2 Landlord's Option to Repair . Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises and/or Project, and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice to include a termination date giving Tenant at least sixty (60) days to vacate the Premises, but Landlord may so elect only if the Building or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord's architect's or contractor's reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground lessor with respect to the Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) the damage is not fully covered by Landlord's insurance policies (other than deductibles), unless in an instance described in the foregoing clauses (ii) or (iii), the cost to repair is less than three percent (3%) of the replacement cost of the Building, in which event Landlord shall not have the option to terminate this Lease; or (iv) the damage occurs during the last twelve (12) months of the Lease Term; and such damage cannot be repaired within thirty (30) days after the date of discovery of the damage, provided, however, that if Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, and the repairs cannot, in the reasonable opinion of Tenant's Construction Representative, be completed within two hundred seventy (270) days after being commenced, Tenant may elect, no earlier than thirty (30) days after the date of the damage and not later

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than ninety (90) days after the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than ninety (90) days after the date such notice is given by Tenant.

      11.3 Waiver of Statutory Provisions . The provisions of this Lease, including this Article 11 , constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Project.

      No provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by either party hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord's right to receive the full amount due, nor shall any endorsement or statement on any check or payment