EXHIBIT 10.05 OFFICE LEASE

Office Lease Agreement

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INTUIT INC | KILROY REALTY, L.P

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Title: EXHIBIT 10.05 OFFICE LEASE
Governing Law: California Date: 6/7/2005
Industry: Software and Programming Sector: Technology

EXHIBIT 10.05
CONFIDENTIAL TREATMENT REQUESTED

OFFICE LEASE

KILROY REALTY

SANTA FE SUMMIT

KILROY REALTY, L.P.,

a Delaware limited partnership

as Landlord,

and

INTUIT INC.,

a Delaware corporation,

as Tenant.

We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission (SEC). We omitted such portions from this filing and filed them separately with the SEC.

TABLE OF CONTENTS


	Page
ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS		6
ARTICLE 2 INITIAL LEASE TERM; OPTION TERM(S)		19
ARTICLE 3 BASE RENT; ABATEMENT OF RENT		25
ARTICLE 4 ADDITIONAL RENT		30
ARTICLE 5 USE OF PREMISES		42
ARTICLE 6 SERVICES AND UTILITIES		44
ARTICLE 7 REPAIRS		47
ARTICLE 8 ADDITIONS AND ALTERATIONS		49
ARTICLE 9 LIENS		51
ARTICLE 10 INSURANCE		52
ARTICLE 11 DAMAGE AND DESTRUCTION		56
ARTICLE 12 NONWAIVER		59
ARTICLE 13 CONDEMNATION		59
ARTICLE 14 ASSIGNMENT AND SUBLETTING		60
ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES		66
ARTICLE 16 HOLDING OVER		66
ARTICLE 17 ESTOPPEL CERTIFICATES		67
ARTICLE 18 SUBORDINATION		68
ARTICLE 19 DEFAULTS; REMEDIES		68
ARTICLE 20 COVENANT OF QUIET ENJOYMENT		71
ARTICLE 21 TELECOMMUNICATIONS EQUIPMENT		72
ARTICLE 22 EMERGENCY GENERATOR		73
ARTICLE 23 SIGNS		73

(ii)


	Page
ARTICLE 24 COMPLIANCE WITH LAW		76
ARTICLE 25 LATE CHARGES		77
ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT		77
ARTICLE 27 ENTRY BY LANDLORD		78
ARTICLE 28 TENANT PARKING; PROJECT FENCING		79
ARTICLE 29 MISCELLANEOUS PROVISIONS		80

LIST OF EXHIBITS


A		OUTLINE OF PREMISES
A-1		PROJECT SITE PLAN
B		TENANT WORK LETTER
C		FORM OF NOTICE OF LEASE TERM DATES
C-1		BASE RENT MEMORANDUM
D		RULES AND REGULATIONS; MULTI-TENANT BUILDINGS
D-1		RULES AND REGULATIONS; SINGLE-TENANT BUILDINGS
E		FORM OF TENANT’S ESTOPPEL CERTIFICATE
F		RECOGNITION OF COVENANTS, CONDITIONS AND RESTRICTIONS
G		NET EQUIVALENT LEASE RATE
H		BUILDING STANDARD SIGNAGE SPECIFICATIONS
I		JANITORIAL SPECIFICATIONS
J		COMMISSION AGREEMENT

(iii)

INDEX


	Page(s)
12-Month Abatement Period		30
AAA		91
Abatement Event		31
Accountant		43
Additional Equipment		74
Additional Rent		31
Alterations		50
Applicable Laws		77
Applicable Reassessment		42
Arbitration Award		92
Arbitration Notice		91
Arbitrator		91
Award		25
Bank Prime Loan		78
Base Rent		26
Base Rent Estimate		29
Base Rent Memorandum		29
BOMA Standard		9
Brokers		86
BS/BS Exception		48
Building 4 Expansion Space		10
Building Common Areas,		7
Building Common Areas		7
Building Hours		45
building standard		40
Building Structure		48
Building Systems		48
CC&Rs		44
Comparable Area		24
Comparable Buildings		23
Comparable Deals		23
Comparable Term		23
Contemplated Effective Date		64
Contemplated Transfer		64
Control,		66
Cosmetic Alterations		50
Damage Termination Date		59
Damage Termination Notice		59
Direct Expenses		31
Early Operations		19
Early-Occupancy Space		19
Economic Default		13
Eligibility Period		31
Environmental Laws		89

(iv)


	Page(s)
Equipment Lienor		53
Estimate		39
Estimate Statement		39
Estimated Direct Expenses		40
Excepted Matters		93
Excess		39
Exclusive Tenant Areas		8
Exclusive Tenant Areas Fixtures and Equipment		8
Exercise Notice		24
Expense Year		32
First Offer Commencement Date		16
First Offer Notice		14
First Offer Rent		15
First Offer Request		14
First Offer Space		14
First Option Rent		22
First Refusal Notice		16
First Refusal Space		16
First Refusal Space Amendment		18
First Refusal Space Commencement Date		18
First Refusal Space Lease		18
Force Majeure		84
Gross Revenue		13
Hazardous Material(s)		89
Holidays		45
HVAC		45
HVAC Engineer		47
Intention to Transfer Notice		64
Interest Rate		78
JAMS		91
Landlord		1
Landlord Parties		53
Landlord Repair Notice		57
Landlord Response Date		24
Landlord Response Notice		24
Landlord’s Option Rent Calculation		24
Lease		1
Lease Commencement Date		19
Lease Expiration Date		19
Lease Term		19
Lease Year		19
Lines		88
Mail		84
Market Capitalization		13
Market Rent		23

(v)


	Page(s)
Net Income		13
Nine Month Period		65
Nondisturbance Agreement		69
Notice of Lease Term Dates		19
Notices		84
Objectionable Name		76
Operating Expenses		32
Option Term		20
Original Improvements		56
Other Improvements		90
Outside Agreement Date		24
Partial Renewal		21
Permitted Assignee		20
Permitted Transferee		66
Premises		6
Prevailing Party		92
Prohibited Uses		44
Project Common Areas		7
Project Common Areas,		7
Project Costs		26
Project Costs Accountant		30
Project Monument Signs		75
Proposition 13		37
Proposition 13 Protection Amount		41
Proposition 13 Purchase Price		42
Reassessment		41
Recapture Notice		64
Refusal Space Lease Term		19
Renewal Space		21
Renovations		87
Rent Commencement		26
Rent Concessions		23
Rent		31
Required Thresholds		13
Review Period		42,62
Second Option Rent		22
Sign Specifications		76
Statement		38
Subject Space		62
Subleasing Costs		64
Summary		1
Superior Right Holders		14
Superior Rights		14
Supplemental Statement		39
Tax Expenses		37

(vi)


	Page(s)
Tax Increase		41
Telecommunications Equipment		73
Tenant		1
Tenant Parties		54
Tenant Work Letter		6
Tenant’s Option Rent Calculation		24
Tenant’s Property		53
Tenant’s Share		38
Tenant’s Signage		75
Third Party Lease		17
Third Party Tenant		17
Transfer		65
Transfer Notice		62
Transfer Premium		64
Transferee		61
Transfers		61
under protest		91
Unusable Area		31

(vii)

SANTA FE SUMMIT

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 KILROY REALTY, L.P., a Delaware limited partnership (“ Landlord ”), and INTUIT INC., a Delaware corporation (“ Tenant ”).

SUMMARY OF BASIC LEASE INFORMATION


TERMS OF LEASE			DESCRIPTION
1.	Date:		March 28, 2005.

2.	Premises:

	2.1	Buildings:	Building 1

			That certain 4-story office building containing approximately 103,802 rentable square feet of space to be constructed by Landlord in the approximate location shown on the Project Site Plan, attached hereto as Exhibit A-1 .

			Building 2

			That certain 4-story office building containing approximately 130,368 rentable square feet of space to be constructed by Landlord in the approximate location shown on the Project Site Plan, attached hereto as Exhibit A-1 .

			Building 3

			That certain 4-story office building containing approximately 130,368 rentable square feet of space to be constructed by Landlord in the approximate location shown on the Project Site Plan, attached hereto as Exhibit A-1 .

			Building 4

			That certain 4-story office building containing approximately 101,062 rentable square feet of space to be constructed by Landlord in the approximate location shown on the Project Site


TERMS OF LEASE			DESCRIPTION
			Plan, attached hereto as Exhibit A-1 .

	2.2	Premises:	Approximately 364,538 rentable square feet of space, consisting of (i) all of the approximately 103,802 rentable square feet of space comprising the entire rentable area of Building 1, (ii) all of the approximately 130,368 rentable square feet of space comprising the entire rentable area of Building 2, and (iii) all of the approximately 130,368 rentable square feet of space comprising the entire rentable area of Building 3 (collectively, the “ Premises ”), all as further set forth in Exhibit A to the Office Lease.

	2.3	Project:	The Buildings are part of an office project known as “Santa Fe Summit,” as further set forth in Section 1.1.2 of this Lease, and as further set forth on Exhibit A-1 to this Office Lease.

3.	Lease Term ( Article 2 ):

	3.1	Length of Term:	Approximately, and in no event less than, ten (10) years.

	3.2	Lease Commencement Date and Rent Commencement Dates:	The Lease Commencement Date with respect to the Premises shall be September 1, 2007; provided that the date that Tenant shall pay Base Rent for each Building which is part of the Premises shall be the later of (i) September 1, 2007, and (ii) the date which occurs under Section 5.1 of the Tenant Work Letter, attached hereto as Exhibit B (each a “ Rent Commencement Date ”). The anticipated Rent Commencement Date for each Building which is part of the Premises is September 1, 2007.

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TERMS OF LEASE			DESCRIPTION
	3.3	Lease Expiration Date:	The later of (i) August 31, 2017, and (ii) the date immediately preceding the tenth (10 ^th ) anniversary of the last Rent Commencement Date to occur with respect to the initial Premises.

	3.4	Option Term(s):	Two (2) - five (5)-year options to renew, as more particularly set forth in Section 2.2 of this Lease.

4.	Base Rent ( Article 3 ):		See Article 3 of the Lease.

5.	Additional Rent ( Article 4 ):		See Article 4 of the Lease.

6.	Tenant’s Share (Article 4):

	6.1	Building 1	100.00%

	6.2	Building 2	100.00%

	6.3	Building 3	100.00%

7.	Permitted Use ( Article 5 ):		Tenant may use the Premises for (i) general office use (including corporate headquarters functions); (ii) research and development of software and scientific technology and related products, including engineering laboratories for testing the design and function of Tenant’s products; (iii) light manufacturing and assembly; (iv) storage and shipping of both raw and finished goods; and (v) any other use related thereto, to the extent the same comply with applicable laws and zoning and are consistent with the character of the Project as a first-class campus-style office building Project. Notwithstanding anything to the contrary set forth hereinabove, and as more particularly set forth in the Lease, Tenant shall be responsible for operating and maintaining the Premises pursuant to (A) Landlord’s “Rules and Regulations,” as that term is set forth in Section 5.2 of this Lease, (B) all “Applicable Laws,” as that term is set forth in Article 24 of this Lease, and (C) all applicable zoning, building codes and the “CC&Rs,” as that term is set forth in Section 5.3 of this Lease.

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TERMS OF LEASE		DESCRIPTION
8.	Security Deposit ( Article 21 ):	None.

9.	Parking Space Ratio ( Article 28 ):	Four (4) unreserved parking spaces for every 1,000 rentable square feet of the Premises, including any area leased by Tenant in Building 4 as Building 4 Expansion Space (the parking ratio for any First Offer Space or any First Refusal Space shall be as set forth in the First Offer Notice or First Refusal Notice, as applicable), which parking spaces shall be allocated within the Project parking facility and surface parking area shown on Exhibit A-1 , among the surface, covered, reserved (including visitor spaces), and unreserved spaces at the same ratio as such surface, covered, reserved (including visitor spaces), and unreserved parking spaces are allocated by Landlord on a Project-wide basis; provided, however, in no event shall Tenant’s parking spaces be less than ten percent (10%) reserved spaces (including visitor spaces).

10.	Address of Tenant ( Section 29.18 ):	Intuit Inc. Real Estate Services 2632 Marine Way Mountain View, California 94043 Attn: Director, Corporate Real Estate With a copy to: Intuit Inc. 2700 Coast Avenue Mountain View, California 94043 Attn: General Counsel, Legal Dept.

11.	Address of Landlord ( Section 29.18 ):	See Section 29.18 of the Lease.

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TERMS OF LEASE		DESCRIPTION
12.	Broker(s) ( Section 29.24 ):	The Staubach Company 11988 El Camino Real, Suite 150 San Diego, CA 92130 Attention: Mr. Dennis Hearst and Mr. Buddy Norman and Colliers International 4660 La Jolla Village Drive, Suite 200 San Diego, CA 92122 Attention: Mr. Tom Mercer

13.	Tenant Improvement Allowance ( Section 2 of Exhibit B ):	Approximately $20,049,590.00 (i.e., $55.00 per rentable square foot of the Premises), which amount may be increased by the “TIA Increase” by up to $5,468,070.00 (i.e., $15.00 per rentable square foot of the Premises) pursuant to the terms and conditions of Section 2.3 of the Tenant Work Letter.

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ARTICLE 1

PREMISES, BUILDING, PROJECT, AND COMMON AREAS

1.1 Premises, Building, Project and Common Areas .

1.1.1 The Premises . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises which are to be constructed by Landlord and are set forth in Section 2.2 of the Summary (the “ Premises ”). The outline of the Premises is set forth in Exhibit A attached hereto and each floor or floors of the Premises shall have approximately the number of rentable square feet as set forth in Section 2.2 of the Summary. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the “ TCCs ”) herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such TCCs by it to be kept and performed and that this Lease is made upon the condition of such performance. A site plan (the “ Project Site Plan ”) showing the currently planned layout of the “Project,” as that term is defined in Section 1.1.2 , below, is set forth on Exhibit A-1 , attached hereto. The parties hereto hereby acknowledge that the purpose of Exhibit A and Exhibit A-1 are to show the approximate location of the Premises in the “ Buildings ,” as that term is defined in Section 1.1.2 , below, only, and such exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises or the Buildings or Project, the precise area of the Building or Project or the specific location of the “ Common Areas ,” as that term is defined in Section 1.1.3 , below, or the elements thereof or of the accessways to the Premises or the Project; provided, however, Landlord shall construct the Project pursuant to the terms of the Tenant Work Letter, and, during the Lease Term, maintain the Project, subject to reasonable wear and tear and the terms of this Lease, in a manner materially consistent with the manner in which the Project was initially constructed pursuant to the terms of the Tenant Work Letter; and provided further, however, that Landlord may make other immaterial changes to the Project which do not change the location or configuration of the improvements constructed on the Project pursuant to the Tenant Work Letter, or otherwise affect Tenant’s access to, or use of, the Project, including the Premises, Project parking facility and surface parking areas, Common Areas and the Buildings, and provided that, notwithstanding anything to the contrary set forth in this Lease, Landlord shall always be able to make changes to the Project (i) to comply with “Applicable Laws,” as that term is defined in Article 24 of this Lease (provided that Landlord shall not initiate an action to formally and legally change the scope and application of an Applicable Law in order to allow Landlord to make a change to the Project), in which case Landlord shall use commercially reasonable efforts to make any such changes in a manner which minimizes the interference with the rights granted to Tenant under this Lease, or (ii) to cause the Project to comply with the “Pre-Approved Sitework Changes,” as that term is defined in Section 1.1.2 of the Tenant Work Letter. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “ Tenant Work Letter ”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Buildings or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s b usiness, except as specifically set forth in this Lease and the Tenant Work Letter. Subject to Landlord’s repair and maintenance obligations set forth in Article 7.1 of this Lease, below, and except as set forth to the contrary in

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Section 1.7 of the Tenant Work Letter, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Buildings were at such time in good and sanitary order, condition and repair.

1.1.2 The Buildings and The Project . The Premises are contained within the buildings (“ Building 1, ” “ Building 2 ” and “ Building 3 ”) set forth in Section 2.1 of the Summary (Building 1, Building 2, Building 3 and Building 4 may be referred to herein individually as a " Building ” and collectively as the “ Buildings ”). The Buildings are part of an office project known as “Santa Fe Summit.” The term “ Project ,” as used in this Lease, shall mean (i) the Buildings, the Common Areas and the “Exclusive Tenant Areas,” as that term is defined in Section 1.1.4 of this Lease, below, (ii) the land upon which the Buildings, the Common Areas and the Exclusive Tenant Areas will be constructed in accordance with this Lease, (iii) any additional real property, areas, land, buildings or other improvements outside of the Project added thereto by Landlord (collectively, “ Additional Property ”); provided, however, the addition of any such Additional Property shall not increase the “Base Rent” or “Direct Expenses,” as those terms are defined in Sections 3.1.1 and 4.2.2 of this Lease, respectively, payable by Tenant under the terms of this Lease or otherwise materially increase Tenants’ obligations or materially reduce Tenant’s rights under this Lease or materially interfere with Tenant’s access to, and/or use of the Project, including the Premises, the Project parking facility and surface parking areas, the Common Areas and the Exclusive Tenant Areas, and (iv) other appurtenant rights and easements relating to the land upon which the Buildings and the Common Areas will be constructed.

1.1.3 Common Areas . Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject to the rules and regulations referred to in Section 5.2 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas are collectively referred to herein as the “ Common Areas ”). The Common Areas shall consist of the “ Project Common Areas ” and “ Building Common Areas .” The term “ Building Common Areas ,” as used in this Lease, shall mean the portions of the Common Areas located within a particular Building and designated as such by Landlord; provided, however, no portion of any Building which Tenant leases in its entirety shall be so designated as Building Common Areas. The term “ Project Common Areas ,” as used in this Lease, shall mean any portion of the Common Areas which are not Building Common Areas; provided, however, in no event shall the “Exclusive Tenant Areas,” as that term is defined in Section 1.1.4 , below, or any area designated for the exclusive use of any other tenant of the Project (which areas may only be directly adjacent to Building 4 and may not unreasonably interfere with Tenant’s use, access, or occupancy of the Project) be deemed Project Common Areas. The manner in which the Common Areas are maintained and operated shall be at the reasonable discretion of Landlord and the use thereof shall be subject to such reasonable and non-discriminatory rules, regulations and restrictions as Landlord may make from time to time, provided that such rules, regulations and restrictions do not unreasonably interfere with the rights granted to Tenant under this Lease and the permitted use granted under Section 5.1 , below, and provided further that Landlord shall at all times maintain and operate the Common Areas in a first class manner materially consistent with the “Comparable Buildings,” as such term is defined in Section 2.2.3.2 of this Lease. After the Lease Commencement Date, Landlord reserves the right to close temporarily, and, subject to the terms of Section 1.1.1 of this Lease, to make alterations or additions to, or change the

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location of elements of the Project and the Common Areas. Except when and where Tenant’s right of access is specifically excluded in this Lease, Tenant shall have the right of access to the Premises, the Buildings, and the Project parking facilities twenty-four (24) hours per day, seven (7) days per week during the “Lease Term,” as that term is defined in Section 2.1.1 , below.

1.1.4 Exclusive Tenant Areas . Tenant shall have the exclusive right to use the “Volleyball Court,” Basketball Court” and “Amphitheater,” as those terms are defined in this Section 1.1.4 , below (collectively, the “ Exclusive Tenant Areas ”). Notwithstanding such exclusive use, except as expressly set forth in this Section 1.1.4 , the repair and maintenance of the Exclusive Tenant Areas, but not including the “Exclusive Tenant Areas Fixtures and Equipment”, as defined below, shall remain the obligation of Landlord under the terms of Articles 7 and 11 of this Lease. Tenant shall not be charged any Base Rent for the use of such Exclusive Tenant Areas, nor shall the Exclusive Tenant Areas be included in “Tenant’s Share,” as that term is defined in Section 4.2.6 of this Lease, below; provided, however, Tenant shall directly pay to Landlord, upon billing by Landlord to Tenant, one hundred percent (100%) of (x) all insurance costs, (y), subject to the terms of Section 4.7 of this Lease, Tax Expenses allocable to the Exclusive Tenant Areas, and (z) all repair and maintenance costs incurred by Landlord in connection with the repair and maintenance of the Exclusive Tenant Areas, but only to the extent such repair and maintenance costs would not otherwise be excluded from “Operating Expenses,” as that term is defined in Section 4.2.4 of this Lease, below, had Landlord incurred such costs in connection with the Common Areas. However, notwithstanding the foregoing, Tenant’s liability insurance policy required to be carried by Tenant in Article 10 of this Lease shall cover Tenant’s use of the Exclusive Tenant Areas and the waiver and indemnification obligations of Tenant set forth in Section 10.1 of the Lease shall apply to the Exclusive Tenant Areas as though the Exclusive Tenant Areas were part of the Premises. In the event that the insurance carried by Tenant in accordance with the terms of Section 10.3 of this Lease would not cover a particular event, activity or other use of the Exclusive Tenant Areas by Tenant, Tenant, at Tenant’s sole cost and expense, shall procure additional reasonable liability insurance as reasonably required to cover such event, activity or use to the levels required with respect to the Premises by such Section 10.3 . Tenant shall have the right to install furniture, fixtures and equipment in the Exclusive Tenant Areas (collectively, the “ Exclusive Tenant Areas Fixtures and Equipment ”), provided that (i) Tenant, at Tenant’s sole cost and expense, shall keep the Exclusive Tenant Areas Fixtures and Equipment in good and clean condition and repair throughout the Lease Term, including, without limitation, the replacement, when necessary, of any basketball nets and volleyball nets, (ii) any such Exclusive Tenant Areas Fixtures and Equipment shall be subject to the prior approval of Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed, and (iii) Tenant shall, if so requested by Landlord at least six (6) months prior to the Lease Expiration Date (or to the extent this Lease is terminated early, or to the extent the Exclusive Tenant Areas cease to be exclusive to Tenant pursuant to Section 2.2.2(C) , then within ten (10) business days following such early termination or cessation), remove any Exclusive Tenant Areas Fixtures and Equipment on or before the expiration or earlier termination of this Lease (or to the extent this Lease is terminated early, or to the extent the Exclusive Tenant Areas cease to be exclusive to Tenant pursuant to Section 2.2.2(C) , then within sixty (60) days following Tenant’s receipt of such written removal request from Landlord), and shall repair any damage to the Project and/or Buildings caused by the installation or removal of such Exclusive Tenant Areas Fixtures and Equipment. As used in this Section 1.1.4 , the term “ Volleyball Court ” shall mean a full-size volleyball court located in

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that area set forth as such on the Project Site Plan, the term “ Basketball Court ” shall mean a full-size basketball court located in that area set forth as such on the Project Site Plan, and the term “ Amphitheater ” shall mean an amphitheater of at least three hundred (300) seats located in that area set forth as such on the Project Site Plan. Tenant’s use of the Exclusive Tenant Areas shall be subject to the TCCs of Section 5.2 of this Lease, below.

1.2 Verification of Rentable Square Feet of Premises and Buildings . For purposes of this Lease, “rentable square feet” shall be calculated pursuant to the Standard Method for Measuring Floor Area in Office Buildings, ANSI Z65.1 — 1996 – and its accompanying guidelines (“ BOMA Standard ”) for the calculation of rentable square feet; provided, however, notwithstanding anything to the contrary in such BOMA Standard guidelines, the calculation of “rentable square feet” shall expressly exclude vertical penetrations, balconies and other outdoor areas under the roofline and upper floor overhangs. Within ninety (90) days after the date Landlord delivers the last of Building 1, Building 2 and Building 3 to Tenant in a “Ready for T/Is” condition, as that term is defined in Section 1.4.2 of the Tenant Work Letter, Landlord’s space planner/architect shall measure the rentable square feet of the Premises in accordance with the provisions of this Section 1.2 and the results thereof shall be presented to Tenant in writing. Tenant’s space planner/architect may review Landlord’s space planner/architect’s determination of the number of rentable square feet of the Premises and Tenant may, within twenty (20) business days after Tenant’s receipt of Landlord’s space planner/architect’s written determination, object to such determination by written notice to Landlord. Tenant’s failure to deliver written notice of such objection within said twenty (20) business day period shall be deemed to constitute Tenant’s acceptance of Landlord’s space planner/architect’s determination. If Tenant objects to such determination, Landlord’s space planner/architect and Tenant’s space planner/architect shall promptly meet and attempt to agree upon the rentable square footage of the Premises. If Landlord’s space planner/architect and Tenant’s space planner/architect cannot agree on the rentable square footage of the Premises within thirty (30) days after Tenant’s objection thereto, Landlord and Tenant shall mutually select an independent third party space measurement professional to field measure the Premises under the BOMA Standard. Such third party independent measurement professional’s determination shall be conclusive and binding on Landlord and Tenant. Landlord and Tenant shall each pay one-half ( ¹ / 2 ) of the fees and expenses of the independent third party space measurement professional. If such determination is made, it will be confirmed in writing by Landlord to Tenant. Notwithstanding anything set forth in this Lease to the contrary, the rentable square footage of the Premises, as determined pursuant to this Section 1.2 , shall have no effect on the terms and conditions of this Lease except in connection with the following: (i) Tenant’s allocation of parking spaces pursuant to the terms of Article 28 , (ii) the calculation of Tenant’s Share, (iii) the calculation of the “Tenant Improvement Allowance,” any “TIA Increase” and the “Modification Cost Allowance,” as those terms are defined in Sections 2.1, 2.3 and 1.2.3.1 of the Tenant Work Letter, respectively, (iv) the determination of the rentable square footage of “First Offer Space” as that term is defined in Section 1.5 of this Lease, below, (v) the determination of the rentable square footage of “First Refusal Space” as that term is defined in Section 1.6 of this Lease, below, (vi) to the extent Tenant exercises its option to lease the “Building 4 Expansion Space” pursuant to the terms of Section 1.4 of this Lease, below, the determination of Tenant’s Share applicable to Building 4, (vii) the determination of “Market Rent,” as that term is defined in Section 2.2.3.2 of this Lease, below, for (A) the Premises during the second (2 ^nd ) “Option Term,” as that term is defined in Section 2.2.1 of this Lease, below, and (B) any “First Offer Space,” as that term is defined in

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Section 1.5 of this Lease, below, and (viii) the restatement of the Base Rent for the Premises on a per rentable square foot basis as set forth in Article 3 of this Lease.

1.3 Intentionally Omitted .

1.4 Building 4 Expansion Space . Landlord hereby grants to the originally named Tenant herein (“ Original Tenant ”), and its “Affiliates,” as that term is defined in Section 14.8 of this Lease, below, the one-time right (the “ B4 Expansion Right ”) to lease one or more full floors of Building 4 (the “ Building 4 Expansion Space ”); provided, however, (i) to the extent the Building 4 Expansion Space consists of more than one floor, such floors must be contiguous and must include either, at Tenant’s option, the first (1 ^st ) floor of Building 4 or the fourth (4 ^th ) floor of Building 4, and (ii) to the extent Tenant elects to exercise its B4 Expansion Right prior to the date Landlord pulls a grading permit and substantially commences grading activities for Building 4 (provided that for such date to remain valid, Landlord must thereafter diligently pursue the construction of Building 4) (the “ MN Date ”), then Tenant must lease at least two (2) full floors of Building 4. If Tenant wishes to exercise its B4 Expansion Right, then Tenant shall exercise such option by delivering written notice (the “ B4 Expansion Notice ”) thereof to Landlord on or before (A) the date which occurs six (6) months following the “B4 Construction Commencement Date,” as that term is defined in this Section 1.4, below, to the extent Tenant has not exercised the “B4 Delay Right” pursuant to the terms of Section 1.8 of the Tenant Work Letter, and (B) to the extent Tenant has exercised the B4 Delay Right, then on or before the expiration of the “B4 Holding Period,” as that term is defined in Section 1.8.1 of the Tenant Work Letter. If, and only if, Tenant delivers a B4 Expansion Notice to Landlord prior to the MN Date, then Tenant must, in order to validly exercise its right to lease the Building 4 Expansion Space, include with such B4 Expansion Notice, a copy of Tenant’s “Financial Statements,” as that term is defined in this Section 1.4 , below, demonstrating that Tenant has met the “Required Thresholds,” as that term is defined in Section 1.4.5 , below. As used in this Lease, “ Financial Statements ” shall mean audited financial statements for Tenant’s then most recently ended fiscal year and for all fiscal quarters that have ended since the end of Tenant then most recently ended fiscal year, which statements are certified by an independent certified public accounting firm. As used in this Lease, “ B4 Construction Commencement Date ” shall mean the date upon which Landlord first commences to pour the concrete foundations for Building 4.

1.4.1 Delivery of the Expansion Space . If Tenant timely exercises the B4 Expansion Right, then Landlord shall deliver the Building 4 Expansion Space to Tenant, in Ready for T/Is condition, pursuant to a commercially reasonable construction schedule for Building 4, as reasonably determined by Landlord and, to the extent Tenant delivered a B4 Expansion Notice to Landlord prior to the MN Date, reasonably approved by Tenant. The remainder of this Section 1.4.1 shall only apply if Tenant delivered a B4 Expansion Notice to Landlord prior to the MN Date. Landlord shall present the proposed construction schedule to Tenant within thirty (30) days following the date Tenant exercises its B4 Expansion Right and Tenant shall, within five (5) business days, either approve such construction schedule or disapprove such construction schedule (in which event Tenant shall provide Landlord with a detailed description of Tenant’s requested changes to the proposed construction schedule); provided, however, Tenant may only disapprove such construction schedule if (i) Tenant’s requested changes do not increase the total construction time set forth in Landlord’s proposed construction schedule, and (ii) Landlord’s proposed construction schedule for Building 4 is

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materially inconsistent, taking into account the date upon which construction of Building 4 shall commence vis-à-vis the date upon which construction of Building 1, Building 2 and Building 3 commenced (or is scheduled to commence), with the “Construction Schedule,” as that term is defined in Section 1.4.1 of the Tenant Work Letter. If Tenant disapproves the construction schedule, then Landlord and Tenant shall meet within five (5) business days following the date of such disapproval and attempt to mutually and reasonably agree upon a construction schedule for Building 4. In the event Landlord and Tenant are unable to mutually and reasonably agree upon a construction schedule for Building 4, then the construction schedule shall be determined pursuant to the terms of Section 29.35 of this Lease, below.

1.4.2 Building 4 Expansion Space Base Rent . If Tenant timely exercises the B4 Expansion Right, then the Building 4 Expansion Space shall become part of the Premises for all purposes hereunder, and, except as set forth in this Section 1.4 to the contrary, shall be subject to every term and condition of this Lease.

1.4.2.1 Base Rent . The annual “Base Rent,” as that term is defined in Article 3 of this Lease, for the Building 4 Expansion Space shall initially be equal to the product of (i) the “B4 Project Costs,” as that term is set forth hereinbelow, (ii) a fraction, the numerator of which shall be the rentable square footage of the Building 4 Expansion Space, and the denominator of which shall be the rentable square footage of Building 4, and (iii) the greater of (1) the interest rate applicable to the ten (10) year treasury note (as of the date Tenant delivers the applicable B4 Expansion Notice to Landlord) plus 375 basis points, and (2) eight percent (8%); provided, however, commencing on the first (1 ^st ) anniversary of the “B4 Commencement Date,” as that term is defined in Section 1.4.4 , below, and continuing on each subsequent anniversary, such annual base rent shall be increased by three percent (3%).

1.4.2.2 B4 Project Costs . For purposes of this Section 1.4.2 and this Lease, the “ B4 Project Costs ” shall equal the sum of the following.

(i) the “B4 Base Land Cost” in an amount equal to * (which amount was calculated based upon (A) * [which amount includes the “Offsite Work,” as that term is set forth in Section 3.1.2.1(i), which Landlord is required to perform in connection with the construction of the Project, excepting ( x ) the “FBA Costs,” as that term is defined in Section 3.1.2.1(ix) of this Lease, and (y) any “Permitted Offsite Work,” as that term is also set forth in Section 3.1.2.1(i) of this Lease], and (B) the 101,062 rentable square feet of Building 4);

(ii) the amount of the “ B4 Land Cost Carry ” which shall be calculated in accordance with the TCCs of Section 3.1.2.1(ii) of this Lease (i.e., using the exact same calculation formula set forth in such Section 3.1.2.1(ii), but substituting ( v ) the time period commencing on July 16, 2005 and ending upon the day immediately preceding the B4 Construction Commencement Date for the “Pre-PB Commencement Period,” ( w ) the time period commencing on such B4 Construction Commencement Date and ending on day immediately preceding the “B4 Commencement Date,” as that term is set forth in Section 1.4.4 of this Lease, for the “PB Commencement Period,” ( x ) the B4 Base Land Cost for the “Base Land Cost,” ( y ) * and ( z ) *;

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(iii) the “ B4 Base Building Construction Costs ” which shall include all costs relating to (A) the design (e.g., architectural and engineering fees) of the portions of Building 4 constituting the “Base Building,” as that term is defined in Section 1.1.1 of the Tenant Work Letter, (B) the permitting of the Base Building portions of Building 4, (C) construction insurance for such Base Building portions of Building 4, and (D) the “ B4 HBBC Costs ,” which shall be determined with regard to the Base Building portions of Building 4 and Building 4’s pro-rata share of the “Project Sitework,” as that term is set forth in Section 1.1.1 of the Tenant Work Letter, in the same manner that “HBBC Costs” are calculated pursuant to the TCCs of Section 1.3 of the Tenant Work Letter; provided, however, the “pro-rata share” attributable to Building 4 shall be calculated as a fraction, the numerator of which shall be the 101,062 rentable square feet attributable to such Building 4, and the denominator of which shall be the 465,600 rentable square feet in the entire Project; provided further, however, in no event shall such B4 Base Building Construction Costs include the cost relating to the design, permitting and construction of any off-site improvements to the extent the same do not constitute Permitted Offsite Work;

(iv) the “ B4 TIA ” which shall be an amount equal to $5,558,410.00 (which amount was calculated based upon (A) $55.00 per rentable square foot, and (B) the 101,062 rentable square feet of Building 4);

(v) the amount of the “ B4 Development Fee ” which shall equal the sum of (1) * of the B4 Base Building Construction Costs, and (2) * per rentable square foot of Building 4; and

(vi) the “ B4 FBA Costs ” which shall be an amount equal to the assessments attributable to the Building 4 which are incurred in connection with the “FBA,” as that term is set forth in Section 3.1.2.1(ix);

(vii) the product of (A) the Broker’s commissions, calculated pursuant to the terms of Section 3.1.2.1(viii) of this Lease, attributable to the Building 4 Expansion Space, and (B) a fraction, the numerator of which is four (4) and the denominator of which is the number of floors including within the Building 4 Expansion Space; and

(viii) the “carry costs” of the expenses incurred by Landlord in connection with those components of B4 Project Costs set forth in (iii) through (vii), above, which shall otherwise be calculated in accordance with the TCCs of Section 3.1.2.1(x) of this Lease.

1.4.3 Improvement of Building 4 Expansion Space . The Building 4 Expansion Space shall be initially improved pursuant to the terms of the Tenant Work Letter, and Landlord shall provide Tenant a tenant improvement allowance equal to the product of (A) the product of (i) $55.00, and (ii) the rentable square footage of the Building 4 Expansion Space, and (B) a fraction, the numerator of which shall be the number of full monthly Base Rent payments for the Building 4 Expansion Space that Tenant shall make during the initial term of Tenant ‘s lease of the Building 4 Expansion Space, and the denominator of which shall be *.

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1.4.4 Amendment to Lease . If Tenant timely exercises the B4 Expansion Right, then, as soon as reasonably possible thereafter, Landlord and Tenant shall execute an amendment adding such Building 4 Expansion Space to this Lease upon the same terms and conditions as the initial Premises, except as otherwise set forth in this Section 1.4 . For purposes of calculating Tenant’s obligations under Article 4 of this Lease, Tenant’s Share of Building Direct Expenses applicable to the Building 4 Expansion Space shall be equal to the rentable square footage of the Building 4 Expansion Space divided by the rentable square footage of Building 4. Except to the extent inconsistent with the terms of this Section 1.4 , all provisions of the Lease which vary based upon the rentable square footage of the Premises shall be adjusted to reflect the addition of such Building 4 Expansion Space to the Premises. Tenant shall commence payment of Rent to Landlord for the Building 4 Expansion Space and the term of the Building 4 Expansion Space shall commence (the “ B4 Commencement Date ”) eight (8) months following the date Landlord delivers the Building 4 Expansion Space to Tenant in a Ready for T/Is condition, and shall expire coterminously with Tenant’s lease of the initial Premises on the Lease Expiration Date, as the same may be extended pursuant to Section 2.2 of this Lease, below, unless sooner terminated as provided in this Lease.

1.4.5 No Defaults . The rights contained in this Section 1.4 shall be personal to Original Tenant and its Affiliates, may only be exercised by Original Tenant or an Affiliate (and not any other assignee, sublessee or “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease) if this Lease then remains in full force and effect and if Tenant, as of the date of the attempted exercise of the expansion option by Tenant, or as of the scheduled date of delivery of such Building 4 Expansion Space to Tenant, is not in “Economic Default,” as that term is defined in this Section 1.4.5 , below, under this Lease, beyond any applicable notice and cure period. In addition, if and only if Tenant elects to exercise its B4 Expansion Right prior to the MN Date, the rights granted to Tenant in this Section 1.4 shall be subject to Landlord’s review and approval of the Financial Statements, provided that Landlord shall not withhold its approval unless, as of the date Tenant exercises its B4 Expansion Right, Tenant fails to meet or exceed the “Required Thresholds” (the “ Financial Conditions Test ”). For purposes of this Lease, the “ Required Thresholds ” shall mean all of (i) a Market Capitalization (i.e., market stock price of common shares multiplied by the number of common shares outstanding) of no less than* and (ii) annual Net Income of no less than* and (iii) an annual Gross Revenuof no less than*. For purposes of this Lease, “ Market Capitalization, ” “ Net Income, ” and “ Gross Revenue ” shall all be determined in accordance with generally accepted accounting principles, consistently applied. The term “ Economic Default ”, as used in this Lease shall mean a default under Section 19.1.1 of this Lease, below, beyond the applicable notice and cure period set forth in Section 19.1.1 . Notwithstanding any contrary provision in this Lease, the Financial Conditions Test set forth in this Section 1.4.5 shall only be applicable to Tenant in connection with the terms of this Section 1.4.5 and, without limitation, shall have no application with regard to (x) Tenant’s right of first offer set forth in Section 1.5 , below, (y) Tenant’s right of first refusal set forth in Section 1.6 , below, or (z) Tenant’s right to extend the Lease Term pursuant to Section 2.2 , below.

1.5 Right of First Offer . The rights granted to Tenant in this Section 1.5 shall not be applicable until after the earlier of (i) the exercise of Tenant’s B4 Expansion Right for less than the entire B4 Expansion Space, and (ii) the expiration of Tenant’s B4 Expansion Right without Tenant exercising such right. Provided that Tenant does not exercise its B4 Expansion Right

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pursuant to Section 1.4 of this Lease, above, as to all of the space in Building 4, then the Original Tenant and its Affiliates shall have an on-going right of first offer with respect to any remaining space located in Building 4 which becomes available for lease to third parties (collectively, the “ First Offer Space ”). Notwithstanding the foregoing, such right of first offer shall be subordinate to all leases, renewal and extension options, and expansion options set forth in “First Refusal Notices,” as that term is set forth in Section 1.6 , below, provided that such expansion options are to expand into specifically delineated space (i.e., so called “hard” expansion rights similar to those granted to Tenant in Section 1.4 , above, but not any right of first offer, right of first refusal, right of negotiation or similar rights), and provided further that the rentable square footage of such “hard” expansion space is not greater than ten percent (10%) of the rentable square footage of the initial premises leased to such tenant under the terms of such leases (“ Superior Rights ”), and, as to such renewal or expansion options, regardless if such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases, provided that such new leases or lease amendments (A) are executed prior to the expiration of such applicable Superior Right (i.e., prior to the expiration of the renewal right or the expansion right), (B) are executed by the party which originally made the bona fide third party offer which was the subject of the applicable First Refusal Notice to Tenant, or by a transferee of such party’s entire interest in the applicable lease pursuant to the terms of such lease, and (C) do not, in the case of a renewal, relate to a term longer than the stated renewal term or terms, and, in the case of an expansion, do not include the lease of space in addition to the space provided by the terms of such Superior Right (all tenants under such leases, collectively, the “ Superior Right Holders ”).

1.5.1 Procedure for Offer . Within five (5) business days following Landlord’s receipt of a request from Tenant (a “ First Offer Request ”) , which request Tenant shall not have a right to deliver more than four (4) times during any calendar year, Landlord shall notify Tenant (a “ First Offer Notice ”) of any First Offer Space which, as of the date Landlord delivers the First Offer Notice to Tenant, is then “available for lease to third parties,” or which Landlord anticipates will become available for lease to third-parties within the following twelve (12) month period, provided that no Superior Right Holder wishes to lease such space, and provided further that if at the time of the First Offer Notice, Landlord is then negotiating for the lease of all or a portion of the First Offer Space (the portion being so negotiated, the “ Current Negotiations Space ”) with a third party (as evidenced by an exchange of written communication pre-dating the date of Landlord’s receipt of such First Offer Request, between Landlord and such third party), then such five (5) business day period shall instead become a thirty (30) day period with respect to the Current Negotiations Space (but Landlord shall deliver a First Offer Notice to Tenant within five (5) business days with respect to all other First Offer Space which is not Current Negotiations Space), provided that within such five (5) business day period Landlord must deliver to Tenant reasonable evidence that Landlord had, prior to the date of Landlord’s receipt of the corresponding First Offer Request, exchanged written correspondence with regard to the Current Negotiations Space. With respect to any Current Negotiations Space, Landlord shall, within thirty (30) days following Landlord’s receipt of a First Offer Request, deliver to Tenant either (A) a First Offer Notice, and Tenant’s response to such First Offer Notice shall be governed by the TCCs of Section 1.5.2 , below, or (B) a First Refusal Notice pursuant to the terms of Section 1.6 , below, and Tenant’s response to such First Refusal Notice shall be governed by the TCCs of such Section 1.6 . As used in this Section 1.5 , space which is “ available for lease to third parties ” shall mean all space available in Building 4 after the B4

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Construction Commencement Date which is not then subject to (i) a lease, which premises under such lease was the subject of a “First Refusal Notice,” as that term is defined in Section 1.6.1 of this Lease, or (ii) a bona fide third party offer, which was the subject of a First Refusal Notice. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the then available First Offer Space. A First Offer Notice shall describe the space so offered to Tenant and shall set forth the “First Offer Rent,” as that term is defined in Section 1.5.3 , below, and the other economic terms upon which Landlord is willing to lease such space to Tenant. The rentable square footage of the space so offered to Tenant shall be determined in accordance with the terms of Section 1.2 of this Lease.

1.5.2 Procedure for Acceptance . If Tenant wishes to exercise Tenant’s right of first offer with respect to the space described in a First Offer Notice, then within ten (10) business days of delivery of such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s intention to exercise its right of first offer with respect to all or any full floor portion of the space described in such First Offer Notice on the terms contained therein. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, on a full floor by full floor basis; provided, however, to the extent Tenant exercises its right with respect to less than all of the First Offer Space, then Landlord shall have the right to designate the particular floor or floors which shall be applicable to Tenant’s exercise notice; provided further, however, to the extent Tenant exercises its right of first offer with respect to more than one floor, the floors so designated by Landlord shall be contiguous with each other to the extent possible. If Tenant does not so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, subject to the terms of Section 1.6 of this Lease and any subsequent First Offer Request delivered to Landlord pursuant to Section 1.5.1 , above.

1.5.3 First Offer Space Rent . The annual “Rent,” as that term is defined in Section 4.1 of this Lease, payable by Tenant for the First Offer Space (the “ First Offer Rent ”) shall be equal to the “Market Rent,” as that term is defined in Section 2.2.3.2 of this Lease, for the First Offer Space. To the extent Landlord and Tenant cannot agree on the Market Rent for the First Offer Space, then the Market Rent for the First Offer Space shall be determined pursuant to Section 2.2.5 of this Lease, below.

1.5.4 Construction In First Offer Space . Landlord shall provide the First Offer Space to Tenant in the required condition as determined as part of the Market Rent determination. The construction of improvements in the First Offer Space shall comply with the terms of Article 8 of this Lease.

1.5.5 Amendment to Lease . If Tenant timely exercises Tenant’s right to lease First Offer Space as set forth herein, then, as soon as commercially reasonable thereafter, Landlord and Tenant shall execute an amendment to this Lease for such First Offer Space upon the terms and conditions as set forth in the First Offer Notice therefor and this Section 1.5 ; provided, however, that if Landlord and Tenant arbitrate the First Offer Rent pursuant to the terms of Section 2.2.5 of this Lease and, pursuant to such arbitration, the First Offer Rent is determined to be the First Offer Rent that Tenant submitted to arbitration, Landlord and Tenant shall, within fifteen (15) days following the date upon which Landlord and Tenant receive the

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final determination of the arbitrators, execute a second amendment setting forth the applicable First Offer Rent and reconciling the amount of First Offer Rent actually paid by Tenant with the amount of First Offer Rent which should have been paid by Tenant (Landlord and Tenant hereby agree that Tenant shall be required to pay, and the initial amendment to the Lease shall be based on, the First Offer Rent submitted to arbitration by Landlord until such final determination is made by the arbitrators). Subject to any contrary terms in the First Offer Notice, Tenant shall commence payment of Rent for such First Offer Space, and the term of such First Offer Space shall commence, in a manner as determined as part of the Market Rent (the “ First Offer Commencement Date ”) and shall expire coterminously with Tenant’s lease of the initial Premises on the Lease Expiration Date, as the same may be extended pursuant to Section 2.2 of this Lease, below, unless sooner terminated as provided in this Lease.

1.5.6 Termination of Right of First Offer . The rights contained in this Section 1.5 shall be personal to Original Tenant and its Affiliates, and may only be exercised by Original Tenant or an Affiliate (and not by any other assignee, sublessee or other Transferee of Tenant’s interest in this Lease). Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.5 , if, as of the date of the attempted exercise of any right of first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Economic Default under this Lease. Notwithstanding anything set forth herein to the contrary, Tenant shall not have the right to lease First Offer Space if the First Offer Commencement Date will occur less than two (2) years prior to the then scheduled Lease Expiration Date; provided, however, to the extent Tenant then has an unexpired Lease Term renewal option pursuant to Section 2.2 of this Lease, Tenant shall have the right to exercise such renewal option simultaneously with Tenant’s exercise of its first offer right hereunder in order to cause the Lease Expiration Date to occur more than two years following the First Offer Commencement Date.

1.6 Right of First Refusal . Provided that Tenant does not exercise its B4 Expansion Right pursuant to Section 1.4 of this Lease, above, and subject to the terms of Section 1.5 , above, with respect to all of the space in Building 4, then the Original Tenant and its Affiliates shall have an ongoing right of first refusal with respect to the remaining space within Building 4 (the “ First Refusal Space ”).

1.6.1 Procedure for Offer . Landlord shall notify Tenant (the “ First Refusal Notice ”) whenever Landlord receives a written “bona-fide third-party offer” for the First Refusal Space which Landlord desires to accept. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the material economic terms upon which Landlord is willing to lease such space to Tenant (collectively, the “ Economic Terms ”), which Economic Terms shall be consistent with the terms of the bona-fide third-party offer, and which Economic Terms shall pertain to the following categories: (i) the rentable square footage of the applicable space, (ii) the delivery condition, including any required landlord work, (iii) the lease commencement and rent commencement dates, including the construction or improvement build-out time period, (iv) the length of term, (v) base rent, including escalations thereto, (vi) monetary concessions (e.g., free rent, improvement allowances), (vii) any rent stop or base year protections, (viii) expansion rights and the rent and terms and conditions upon which such expansion will be based (e.g., fair market rent), (ix) renewal rights and the rent and terms and conditions upon which such renewal will be based (e.g., fair market rent), (x) parking rights, (xi) parking charges, (xii) signage rights,

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(xiii) security deposit or other credit enhancement, (xiv) the name of the third party tenant, and (xv) the amount of any brokerage fees or commissions to be paid by Landlord (except to the extent the Broker representing Tenant is already earning a commission in connection with the lease of such First Refusal Space).

1.6.2 Procedure for Acceptance . If Tenant wishes to exercise Tenant’s right of first refusal with respect to the First Refusal Space described in the First Refusal Notice, then within ten (10) business days of delivery of the First Refusal Notice to Tenant (the “ Exercise Period ”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to all of the First Refusal Space described in the First Refusal Notice on the terms contained in such First Refusal Notice. If Tenant does not so notify Landlord within such ten (10) business day period of Tenant’s exercise of its first refusal right, then Landlord shall be free to negotiate and enter into a lease for the First Refusal Space with the party that made the bona-fide third-party offer to Landlord, on any terms Landlord desires; provided, however, that (i) if the Economic Terms of Landlord’s proposed lease to such third party (as calculated as a Net Equivalent Lease Rate pursuant to the terms of Exhibit G , attached hereto) are more than * more favorable to the third party than those Economic Terms proposed by Landlord in the First Refusal Notice (as calculated as a Net Equivalent Lease Rate pursuant to the terms of Exhibit G , attached hereto), then before entering into such third party lease, Landlord shall notify Tenant of such materially more favorable Economic Terms and Tenant shall have the right to lease the First Refusal Space upon such materially more favorable Economic Terms by delivering written notice thereof to Landlord within ten (10) business days after Tenant’s receipt of Landlord’s notice, (ii) in the event Landlord fails to lease such First Refusal Space to such third party within one hundred eighty (180) days following the expiration of the Exercise Period, Landlord shall again be obligated to deliver a First Refusal Notice to Tenant, and Tenant shall again have the right to lease the First Refusal Space, in accordance with the terms of this Section 1.6.2 , and (iii) in the event Landlord leases such First Refusal Space to such third party within one hundred eighty (180) days following the expiration of the Exercise Period, then Landlord shall, within thirty (30) days following the expiration of such 180-day period, deliver written notice to Tenant setting forth the date of such third party lease and stating that Landlord’s execution of such third-party lease complies with the terms of this Section 1.6.2 . After Landlord enters into any lease of First Refusal Space (“ Third Party Lease ”) with any such third party (“ Third Party Tenant ”) in accordance with the foregoing, Tenant’s rights under this Section 1.6 shall be subordinate to the rights of the tenant under such Third Party Lease with respect to the space leased and encumbered pursuant to the provisions of the Third Party Lease, all extensions and renewals thereof, and all expansion options contained therein, to the extent such rights were set forth in the particular First Refusal Notice, and provided that such expansion options are to expand into specifically delineated space (i.e., so called “hard” expansion rights similar to those granted to Tenant in Section 1.4 , above, but not any right of first offer, right of first refusal, right of negotiation or similar rights), and provided further the rentable square footage of such “hard” expansion space is not greater than ten percent (10%) of the rentable square footage of initial premises leased to such tenant under the terms of such Third Party Lease, and, as to such renewal or expansion options, regardless if such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases, provide d that such new leases or lease amendments (A) are executed prior to the expiration of such applicable right (i.e., prior to the expiration of the renewal right or the expansion right), (B) the monetary terms of such new lease or amendment are materially consistent with the monetary terms set forth in the First

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Refusal Notice originally presented to Tenant, and (C) do not, in the case of a renewal, relate to a term longer than the stated renewal term or terms, and, in the case of an expansion, do not include the lease of space in addition to the space provided by the terms of such right.

1.6.3 Construction In First Refusal Space . Tenant shall take the First Refusal Space in the condition contemplated by the First Refusal Notice, and the construction of any improvements in the First Refusal Space shall be performed by Tenant and shall comply with the terms of Article 8 of this Lease.

1.6.4 Amendment to Lease . If Tenant timely exercises Tenant’s right of first refusal to lease First Refusal Space as set forth herein, Landlord and Tenant shall, as soon as commercially reasonable thereafter, execute an amendment to this Lease (the “ First Refusal Space Amendment ”) for such First Refusal Space upon the terms set forth in the First Refusal Notice and this Section 1.6 . Notwithstanding the foregoing, Landlord may, at its sole option, require that a separate lease be executed by Landlord and Tenant in connection with Tenant’s lease of the First Refusal Space, in which event such lease (the “ First Refusal Space Lease ”) shall be on the same TCCs as this Lease, except as provided in this Section 1.6 and as specifically in this Lease to the contrary. The First Refusal Lease, if applicable, shall be executed by Landlord and Tenant within thirty (30) days following Tenant’s exercise of its right to lease the First Refusal Space.

1.6.5 No Defaults; Required Financial Condition of Tenant . The rights contained in this Section 1.6 shall be personal to the Original Tenant and its Affiliates and may only be exercised by the Original Tenant or an Affiliate (and not any assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease). The right to lease First Refusal Space as provided in this Section 1.6 may not be exercised if, as of the date of the attempted exercise of the expansion option by Tenant, or as of the scheduled date of delivery of such First Refusal Space to Tenant, Tenant is in Economic Default pursuant to the terms of this Lease (beyond any applicable notice and cure periods).

1.6.6 First Refusal Space Commencement Date and Lease Term .

1.6.6.1 Commencement Date . The commencement date for the First Refusal Space shall be the date set forth in the bona-fide third-party offer (the “ First Refusal Space Commencement Date ”), unless otherwise agreed to by Landlord and Tenant, and shall expire on the date set forth in the bona-fide third party offer; provided, however, to the extent that (i) the then-remaining term of the Lease (as the same may be extended pursuant to an early renewal election by Tenant for the entire Premises) is longer than the lease term of the bona-fide third party offer, or (ii) the then-remaining term of the Lease (as the same may be extended pursuant to an early renewal election by Tenant for the entire Premises) is shorter than the lease term of the bona fide third party offer, but the differential between the two is twenty percent (20%) or less (e.g., the difference between a six year term for a bona fide third party offer and five years remaining on the Lease Term equals 16.7%, and, therefore, it is less than 20%), then the lease term of the First Refusal Space shall be coterminous with the Lease Term.

1.6.6.2 Refusal Space Lease Term . If Tenant leases the First Refusal Space for a term other than for the lease term set forth in the bona fide third party offer, then the

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Economic Terms described in the applicable First Refusal Notice, but only to the extent of the type of terms described in items (ii), (iii), (iv), (v), (vi), (vii), (xi) and (xv) of Section 1.6.1 (the " Monetary Terms ”), above, shall be converted into a “Net Equivalent Lease Rate,” as calculated pursuant to Exhibit G , attached hereto, and such Net Equivalent Lease Rate shall be the Base Rent that Tenant pays during the term of the First Refusal Space, and the other Economic Terms (i.e., other than the Monetary Terms) set forth in the First Refusal Notice shall also apply to the First Refusal Space. However, following the determination of the Net Equivalent Lease Rate applicable to the First Refusal Space, Landlord may elect to increase the Base Rent applicable to the First Refusal Space and at the same time provide Tenant with a tenant improvement allowance (provided that the Net Equivalent Lease Rate applicable to Tenant’s lease of the First Refusal Space shall be recalculated to reflect any such tenant improvement allowance so provided to Tenant). The term of Tenant’s occupancy of the First Refusal Space shall be referred to herein as a “ Refusal Space Lease Term .” Any First Refusal Space which is coterminous with the initial Premises may be renewed pursuant to the terms of Section 2.2 of this Lease. Any First Refusal Space which is not coterminous with the initial Premises may be renewed pursuant to the corresponding Economic Terms related to renewal rights.

ARTICLE 2

INITIAL LEASE TERM; OPTION TERM(S)

2.1 Initial Lease Term .

2.1.1 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 commence on the “ Lease Commencement Date ” set forth in Section 3.2 of the Summary. Subject to extension pursuant to Section 2.2 , below, the Lease Term shall terminate on the “ Lease Expiration Date ” set forth in Section 3.3 of the Summary unless this Lease is sooner terminated. For purposes of this Lease, the term “ Lease Year ” shall mean each consecutive twelve (12) month period during the Lease Term commencing on the Lease Commencement Date. After the Lease Commencement Date, either party may deliver to the other a notice in the form as set forth in Exhibit C , attached hereto (a “ Notice of Lease Term Dates ”), as a confirmation only of the information set forth therein, which the receiving party shall execute and return to the requesting party within five (5) business days of receipt thereof (provided that if said Notice of Lease Term Dates is not factually correct, then the receiving party shall make such changes as are necessary to make the Notice of Lease Term Dates factually correct and shall thereafter execute and return such Notice of Lease Term Dates to the requesting party within such five (5) business day period).

2.1.2 Use of Premises Prior to Lease Commencement Date . Notwithstanding the definition of the Lease Commencement Date for the Premises set forth in Section 2.1.1 , above, Tenant shall have the right, prior to the occurrence of the Lease Commencement Date, to commence business operations (such operations, the “ Early Operations ”) from any portion of the Premises (such space, the “ Early-Occupancy Space ”) during or after any construction and move in periods for such space, provided that (i) Tenant shall give Landlord at least ten (10) days prior notice of any such Early Operations, which shall identify the corresponding Early–

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Occupancy Space, (ii) a temporary certificate of occupancy or its equivalent permitting occupancy shall have been issued by the appropriate governmental authorities for the Early-Occupancy Space, and (iii) Tenant shall reimburse Landlord, within thirty (30) days of its receipt of an invoice therefor, any “Pre-9/07 Variable Operating Expenses,” as that term is set forth in Section 2.1.2.1 , below. If Tenant does commence business operations from any Early-Occupancy Space prior to the occurrence of the Lease Commencement Date, all of the terms and conditions of this Lease shall apply to such Early-Occupancy Space, except that Tenant shall have no obligation to pay, except as otherwise expressly set forth in this Section 2.1.2 as to the Pre-9/07 Variable Operating Expenses, any Rent (including, without limitation, Base Rent, Direct Expenses, electrical costs, and HVAC charges under Article 6 of this Lease).

2.1.2.1 Pre-9/07 Variable Operating Expenses . For purposes of this Section 2.1.2 , the “ Pre-9/07 Variable Operating Expenses ” shall be the amount by which (A) the sum of ( w ) the “Actual Costs,” as that term is set forth in Section 6.2.2 of this Lease, of utilities for the Premises incurred by Landlord prior to September 1, 2007, which are otherwise (i.e., following September 1, 2007) directly payable by Tenant pursuant to the TCCs of Section 6.3 of the Lease, ( x ) the Actual Costs of janitorial services provided by Landlord prior to September 1, 2007 pursuant to the TCCs of Section 6.1.4 of the Lease, ( y ) the Actual Costs of other services provided by Landlord prior to September 1, 2007 pursuant to the TCCs of Sections 6.1 and 6.2 of the Lease which would otherwise (i.e. “but for” Tenant’s Early Operations) not have commenced until September 1, 2007, and ( z ) the Actual Costs related to any components of Operating Expenses which are incurred by Landlord prior to September 1, 2007 as a result of Tenant’s Early Operations (i.e., to the extent the same would not have, “but for” Tenant’s Early Operations, been incurred prior to September 1, 2007), exceeds (B) Landlord’s cost of providing utilities, security and other corresponding services to the corresponding portions of the Project, on an unoccupied basis, prior to and including August 31, 2007 (i.e., during the scheduled period of construction of the Tenant Improvements); provided, however, that in no event shall such Pre-9/07 Variable Operating Expenses include (i) costs which were incurred because of any “Landlord Caused Delay,” as that term is defined in Section 5.1 of the Tenant Work Letter, (ii) costs which Landlord pays to Tenant pursuant to the terms of Section 29.36 of this Lease, below, or (iii) cost incurred following the Lease Commencement Date, or (iii) costs which have otherwise been included in Project Costs.

2.2 Option Terms . Landlord and Tenant hereby acknowledge that the terms of this Section 2.2 shall not be applicable to any space added to the Premises as First Refusal Space which is not coterminous with the initial Lease Term.

2.2.1 Option Right . Landlord hereby grants the Original Tenant, its Affiliates and any permitted assignee of the Original Tenant’s interest in this Lease pursuant to Article 14 of this Lease (a “ Permitted Assignee ”), two (2) options to extend the Lease Term with respect to the initial Premises, any space which was added to the initial Premises pursuant to the TCCs of Section 1.4 of this Lease, any space which was added as First Offer Space, and any space which was added as First Refusal Space and is coterminous with the initial Lease Term (collectively, the “ Option Space ”). Each such option shall be for a period of five (5) years (each, an “ Option Term ”). Such options shall be exercisable only by notice delivered by Tenant to Landlord as provided in Section 2.2.4 , below, provided that, as of the date of delivery of such notice, (i) Tenant is not then in Economic Default under this Lease (beyond any applicable notice and

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cure periods), and (ii) Tenant has not been in Economic Default under this Lease (beyond any applicable notice and cure periods) more than once during the prior twelve (12) month period. Upon the proper exercise of such option to extend, and provided that, as of the end of the then applicable Lease term, Tenant is not in Economic Default under this Lease (beyond any applicable notice and cure periods), the Lease Term, as it applies to the Option Space (as such Option Space may be reduced pursuant to Section 2.2.2 , below), shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall only be exercised by the Original Tenant, an Affiliate or a Permitted Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if Original Tenant and/or its Affiliate or Permitted Assignee is in occupancy of not less than one (1) entire Building. In connection with Tenant’s exercise of its renewal option, Tenant shall have the right to reduce the size of the Option Space and exercise the option only as to such reduced portion of the Option Space (the “ Partial Renewal ”), in accordance with the terms of Section 2.2.2 below.

2.2.2 Partial Renewal; Non-Renewed Space . In the event Tenant desires to exercise its Partial Renewal right, the “Exercise Notice,” as that term is defined in Section 2.2.4 , below shall describe the area of the Option Space which Tenant elects to renew the Lease Term (the " Renewal Space ”). The following conditions shall apply to Tenant’s exercise of the Partial Renewal right. The Renewal Space shall be determined by Tenant, subject to the satisfaction of the following conditions: (i) Tenant must elect to renew the Lease with respect to, at a minimum, one (1) entire Building of the Project, (ii) the Renewal Space must be in adjacent buildings, starting from Building 1 or Building 4, (iii) the Renewal Space may not consist of more than one (1) partial Building (i.e., a Building in which Tenant does not lease the entire Building), (iv) to the extent the Renewal Space includes a partial Building, then such partial Building must be on one end or the other of all the Buildings containing Renewal Space and the Renewal Space within such partial Building must consist of the lesser of (A) the total amount of space then leased by Tenant within such Building, and (B) two (2) full contiguous floors of the Building (and which floors must include, to the extent possible, either the highest floor in the Building or the lowest floor in the Building), and (v) Tenant shall pay to Landlord the reasonable costs incurred in restoring any internal stairwells (i.e., any stairwells installed as part of the “Tenant Improvements” or as an “Alteration,” as those terms are defined in Section 2.1 of the Tenant Work Letter and Section 8.1 of this Lease, respectively) in any partial Building included in the Renewal Space; provided, however, Tenant shall not be required to restore any such stairwell to the extent the Renewal Space includes the floors affected by such stairwell. If Tenant elects to exercise the Partial Renewal right, then (A) Landlord and Tenant shall be relieved of their respective obligations under this Lease with respect to the that portion of the Option Space which Tenant is not renewing the Lease Term (the “ Non-Renewed Space ”) as of the first (1st) day of the applicable Option Term, except for those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to the first (1st) day of the applicable Option Term, with respect to the Non-Renewed Space, (B) to the extent such Non-Renewed Space includes any portion of the initial Premises (i.e., any space within Building 1, Building 2 or Building 3), then the terms and conditions of Section 1.5 and 1.6 of this Lease, above, shall immediately be null and void and of no further force or effect, and (C) to the extent such Non-Renewed Space includes any portion of Building 1 or Building 2, then the terms and conditions of Section 1.1.4 of this Lease, above, shall immediately be null and void and of no further force or effect and the Exclusive Tenant Areas shall thereafter be deemed

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Project Common Areas. In the event that Tenant fails to vacate, and surrender and deliver to Landlord exclusive possession of the Non-Renewed Space, free of all subleases, prior to the first (1st) day of the applicable Option Term in the condition required by this Lease, and such failure continues for five (5) business days after receipt of notice from Landlord, then the provisions of Article 16 of this Lease shall apply to the Non-Renewed Space which is not so delivered.

2.2.3 Option Rent .

2.2.3.1 Option Rent During First Option Term . The Base Rent payable by Tenant during the first (1 ^st ) Option Term (the “ First Option Rent ”) shall be calculated as follows.

2.2.3.1.1 Initial Premises and Building 4 Expansion Space . As to any Renewal Space which was part of the initial Premises or was added to the initial Premises pursuant to the TCCs of Section 1.4 of this Lease, the First Option Rent shall be equal to the product of (i) the Project Costs per rentable square foot of the Renewal Space, as such Project Costs shall be increased for any commissions payable pursuant to the commission agreement attached hereto as Exhibit J (provided that Landlord hereby acknowledges that project Costs shall not include any amounts disbursed as the TIA Increase or the Modification Cost Allowance), and as such Project Costs are allocated based upon (x) the Project Costs per rentable square foot of the initial Premises calculated pursuant to Article 3 of this Lease, and (y) the Project Costs per rentable square foot of the Building 4 Expansion Space calculated pursuant to Section 1.4 of this Lease, in either case multiplied by (ii) *.

2.2.3.1.2 First Offer Space . As to any Renewal Space which was added as First Offer Space, the First Option Rent shall be calculated pursuant to the renewal terms and renewal rent applicable to such First Offer Space, provided if such renewal rent was for “market rent,” then “Market Rent” shall be used as the First Option Rent applicable thereto and the terms of Sections 2.2.3.2 and 2.2.5 shall apply.

2.2.3.1.3 First Refusal Space . As to any Renewal Space which was added as First Refusal Space and is coterminous with the initial Lease Term, the First Option Rent shall be calculated pursuant to the terms of the renewal terms and renewal rent applicable to such First Refusal Space, provided if such renewal rent was for “market rent,” then “Market Rent” shall be used as the First Option Rent applicable thereto and the terms of Sections 2.2.3.2 and 2.2.5 shall apply.

2.2.3.2 Option Rent During Second Option Term . With regard to any Renewal Space which (i) was originally part of the initial Premises, (ii) was added to the initial Premises pursuant to the TCCs of Section 1.4 of this Lease, (iii) was added as First Offer Space (regardless of the terms of the First Offer Rent applicable to a second renewal option), or (iv) was added as First Refusal Space and is coterminous with the initial Lease Term (regardless of the Economic Terms applicable to a second renewal option), the Base Rent payable by Tenant during the second (2 ^nd ) Option Term (the “ Second Option Rent ”) shall be equal to ninety-seven percent (97%) of the Market Rent as set forth below. With regard to any First Refusal Space which is not coterminous with the initial Lease Term, the Base Rent payable by Tenant during the second (2 ^nd ) renewal term, if any, shall be governed by the applicable renewal terms of the

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Economic Terms. For purposes of this Lease, the term “ Market Rent ” shall be calculated on a “Net Equivalent Lease Rate” basis, as set forth on Exhibit G , attached hereto, and shall mean the Net Equivalent Lease Rate per rentable square foot, at which tenants, as of the commencement of the second (2 ^nd ) Option Term (or, with respect to any First Offer Space, as of the First Offer Commencement Date) are, pursuant to transactions completed within the twenty-four (24) months prior to the first day of the second (2 ^nd ) Option Term (or, with respect to any First Offer Space, twelve (12) months prior to the First Offer Commencement Date), leasing non-sublease, non-encumbered, non-synthetic, non-renewal, non-expansion (to the extent the applicable tenant was “captive”), non-equity space comparable in size (which, in the case of the second (2 ^nd ) Renewal Option, shall mean not less than 100,000 rentable square feet of space), location and quality to the Premises (or First Offer Space, as applicable) for a “Comparable Term,” as that term is defined in this Section 2.2.3.2 (the “ Comparable Deals ”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 2.2.3.2 , giving appropriate consideration to the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, parking availability (including the ratio of covered parking to uncovered parking) and related parking charges. The terms of the Comparable Deals shall be calculated as a Net Equivalent Lease Rate pursuant to the terms of Exhibit G , and shall take into consideration only the following concessions (provided that if the rent payable in a Comparable Deal is determined by use of a discounted fair market rate formula, such rent shall be equitably increased in order that such Comparable Deal will not reflect a discounted rate) (collectively, the “ Rent Concessions ”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable spaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account the value of the existing improvements in the Premises in comparison to the value of any improvements existing in the Comparison Deals, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by general office user for its corporate headquarters, (c) Proposition 13 protection, (d) renewal terms and the rent and terms and conditions related to such renewals, and (e) all other monetary concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with the applicable term or the fact that the Comparable Deals do or do not involve the payment of real estate brokerage commissions. The term “ Comparable Term ” shall refer to the length of the lease term, without consideration of options to extend such term, for the space in question. In addition, the determination of the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations during any Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Deals upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to accou nt for differences in the then-existing financial condition of Tenant and such other tenants). The term “ Comparable Buildings ” shall mean the Buildings and other first-class office buildings which are comparable to the Buildings in terms of age (based upon the date of completion of construction), quality of construction, building systems, parking availability (including ratio of covered to uncovered parking), level of services and amenities, size and appearance, and are located in the “ Comparable Area, ” which is the “Highway 56 Corridor.” The “ Highway 56

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Corridor ” shall be the area containing Comparable Buildings which have reasonably comparable freeway access to the Project along Highway 56 from one Mile West of I-5 to one mile East of I-15; provided that if there are not enough Comparable Deals in such Comparable Area to determine Market Rent, then the Comparable Area shall be expanded on the North side to two freeway exits North of the I-5 and Highway 56 junction and the I-15 and Highway 56 junction, and to two freeway exits South of the I-5 and Highway 56 junction and two exits South of the I-15 and Highway 56 junction.

2.2.4 Exercise of Option . The options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.4 . Tenant shall deliver notice (the “ Exercise Notice ”) to Landlord not more than fifteen (15) months nor less than twelve (12) months prior to the expiration of the then Lease Term, stating that Tenant is exercising its option. The following terms of this Section 2.2.4, and the terms of Section 2.2.5 , below, shall apply with regard to (i) during the first (1 ^st ) Option Term, any portion of the Renewal Space which was added to the Premises as (a) First Offer Space, or (b) First Refusal Space, to the extent the rent for such space during the first renewal terms is based on “market rent,” and (ii) during the second (2 ^nd ) Option Term, all Renewal Space. Concurrently with the delivery of the Exercise Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Market Rent (the “ Tenant’s Option Rent Calculation ”). Landlord shall deliver notice (the “ Landlord Response Notice ”) to Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Exercise Notice and Tenant’s Option Rent Calculation (the “ Landlord Response Date ”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or (B) rejecting Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Market Rent (the “ Landlord’s Option Rent Calculation ”). If Landlord accepts Tenant’s Option Rent Calculation as the Market Rent, then Tenant’s Option Rent Calculation shall be the Second Option Rent. If Landlord rejects Tenant’s Option Rent Calculation as the Market Rent, then within ten (10) business days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Market Rent contained in the Landlord’s Option Rent Calculation. If Tenant does not affirmatively accept or Tenant rejects the Market Rent specified in the Landlord’s Option Rent Calculation, the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.5 .

2.2.5 Determination of Market Rent . In the event Tenant objects or is deemed to have objected to the Market Rent applicable to any Renewal Space (or if Landlord and Tenant cannot agree on the Market Rent applicable to the First Offer Space), Landlord and Tenant shall attempt to agree upon the Market Rent using reasonable good-faith efforts; provided, however, subject to then-existing confidentiality agreements bargained for by the applicable tenant and to which Landlord is a party, Landlord shall disclose to Tenant all relevant economic terms of Comparable Deals within the Project. If Landlord and Tenant fail to reach agreement within sixty (60) days following Tenant’s objection or deemed objection to the Landlord’s Option Rent Calculation (or Landlord’s delivery to Tenant of the First Offer Notice with respect to the First Offer Space) (as applicable, the “ Outside Agreement Date ”), then (i) Landlord and Tenant shall, on the last day of such sixty (60) day period (or such other earlier time as Landlord and Tenant shall agree upon), meet and Landlord shall deliver to Tenant Landlord’s final Landlord’s Option Rent Calculation (or Landlord’s final determination of Market Rent applicable to the First Offer Space, as the case may be) and Tenant shall simultaneously deliver to Landlord Tenant’s final Tenant’s Option Rent Calculation (or Tenant’s final

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determination of Market Rent applicable to the First Offer Space, as the case may be), and (ii) in connection with the Option Rent, the final Landlord’s Option Rent Calculation and the final Tenant’s Option Rent Calculation, each as previously and simultaneously delivered to the other party on or before the expiration of the sixty (60) day discussion period above (or each party’s final determination of Market Rent applicable to the First Offer Space, as the case may be), shall be submitted to the arbitrators pursuant to the TCCs of this Section 2.2.5 . The submittals shall be made concurrently with the selection of the arbitrator pursuant to this Section 2.2.5 and shall be submitted to arbitration in accordance with Section 2.2.5.1 through 2.2.5.4 of this Lease, but subject to the conditions, when appropriate, of Section 2.2.3 .

2.2.5.1 Landlord and Tenant shall mutually appoint one (1) arbitrator, who shall by profession be a real estate appraiser or attorney who shall have been active over the five (5)-year period ending on the date of such appointment in the leasing of first-class office properties in the Comparable Area (the “ Arbitrator ”) to determine which of Landlord’s or Tenant’s final submitted Market Rent calculations is the closest to its own calculation or valuation. The determination of the Arbitrator shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rent, is the closest to the actual Market Rent as determined by the Arbitrator, taking into account the requirements of Section 2.2.3 of this Lease.

2.2.5.2 The Arbitrator shall within thirty (30) days of the appointment reach a decision as to Market Rent and determine whether the Landlord’s or Tenant’s determination of Market Rent as submitted pursuant to Section 2.2.5 and Section 2.2.3 of this Lease is closest to Market Rent as determined by the Arbitrator and simultaneously publish a ruling (“ Award ”) indicating whether Landlord’s or Tenant’s submitted Market Rent is closest to the Market Rent as determined by the Arbitrator. Following notification of the Award, the Landlord’s or Tenant’s submitted Market Rent determination, whichever is selected by the Arbitrator as being closest to Market Rent shall become the then applicable Market Rent.

2.2.5.3 If Landlord and Tenant fail to agree upon and appoint the Arbitrator, then either party may petition the presiding judge of the Superior Court of San Diego County to appoint the Arbitrator, subject to criteria in Section 2.2.5 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

2.2.5.4 The fees for the Arbitrator shall be paid by the party whose calculation of Market Rent varied the most from that of the Arbitrator.

ARTICLE 3

BASE RENT; ABATEMENT OF RENT

3.1 Base Rent .

3.1.1 Generally . Tenant shall pay, without prior notice or demand, to Landlord or Landlord’s agent at the management office of the Project, or, at Landlord’s option, at such other place as Landlord may from time to time designate in writing, by a check (or, at Tenant’s election, by bank wire transfer) for currency which, at the time of payment, is legal tender for

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private or public debts in the United States of America, base rent (“ Base Rent ”) as set forth in Section 3.1.2, 3.1.3 and 3.1.4 , below, payable in equal monthly installments in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever. In the event Tenant elects to pay Base Rent via bank wire transfer, Landlord shall, upon request from Tenant, provide Tenant with all necessary bank wire transfer instructions.

3.1.2 Base Rent for Initial Premises During Lease Years 1-5 . Base Rent shall be paid by Tenant to Landlord for Buildings 1, 2 and 3 on the “ Rent Commencement Date ,” as that term is defined in Section 3.2 of the Summary, for each such Building. The Base Rent per rentable square foot of the initial Premises during the first (1 ^st ) five (5) Lease Years of the initial Lease Term (the “ Initial Base Rent ”) shall equal, on an annual basis, (i) the product of (A) the “Project Costs,” as that term is defined in Section 3.1.2.1 , below, and (B) * divided by (ii) the number of the rentable square feet in the initial Premises.

3.1.2.1 Project Costs . For purposes of this Lease, the “ Project Costs ” shall mean an amount equal to the sum of the following.

(i) Base Land Cost . The “ Base Land Cost ” shall equal *, which amount was calculated based upon (A) * and (B) *. Subject only to recalculation resulting from a determined change in the *, the components of Base Land Cost may not be changed, whether by use of contingency amounts or otherwise.

(ii) Land Cost Carry . The “ Land Cost Carry ” shall be an amount equal the sum of (A) and (B) as follows: (A) * (B) *.

(iii) Base Building Construction Costs . The “ Base Building Construction Costs ” shall include all costs relating to (A) the design (e.g., architectural and engineering fees) of the “Base Buildings,” as that term is defined in Section 1.1.1 of the Tenant Work Letter, of Building 1, Building 2 and Building 3 (the “ Premises Buildings ”), the Project Sitework and Permitted Offsite Work, (B) permitting the Base Building portions of the Premises Buildings, the Project Sitework and Permitted Offsite Work, (C) construction insurance for such Base Building portions of the Premises Buildings, the Project Sitework and Permitted Offsite Work, and (D) the “HBBC Costs,” as that term is set forth in Section 1.3 of the Tenant Work Letter; provided, however, in no event shall such Base Building Construction Costs include ( x ) any of the “B4 Project Costs,” as that term is defined in Section 1.4.2 of this Lease, above, which B4 Project Costs are hereby acknowledged to include Building 4’s pro-rata share of the Project Sitework as further set forth in such Section 1.4.2 , ( y ) any “Modification Cost Increases,” as that term is set forth in Section 1.2.3 of the Tenant Work Letter, whether the same is funded through the “Modification Cost Allowance,” as that term is set forth in Section 1.2.3.1 of the Tenant Work Letter, or directly paid by Tenant pursuant to the TCCs of Section 1.2.3 of the Tenant Work Letter, and/or ( z ) the cost relating to the design, permitting and construction of any off-site improvements to the extent the same do not constitute Permitted Offsite Work.

(iv) Intentionally Omitted .

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(v) Tenant Improvement Allowance . The amount of the “Tenant Improvement Allowance,” as that term is set forth in Section 2.1 of the Tenant Work Letter (i.e., approximately $20,049,590.00, calculated based upon $55.00 for each of the anticipated 364,538 rentable square feet of the initial Premises). Subject only to recalculation resulting from a determined change in the rentable square footage of the initial Premises pursuant to the TCCs of Section 1.2 of this Lease, the Tenant Improvement Allowance may not be changed, whether by use of contingency or otherwise.

(vi) Development Fee . The “ Development Fee ” to which Landlord is entitled shall be an amount equal to the sum of (A) *, and (B) *. Subject only to recalculation resulting from a determined change in the * of the Development Fee may not be changed, whether by use of contingency or otherwise.

(vii) Supra Construction Soft Costs . The “ Supra Construction Soft Costs ” shall mean the product of (i) * and (ii) *

(viii) Leasing Commissions . All commissions payable to The Staubach Company (Tenant’s Broker) and Colliers International (Landlord’s Broker) with regard to Tenant’s leasing of the initial Premises for the initial Lease Term pursuant to the TCCs of Section 29.24 of this Lease; provided, however, in no event shall such leasing commission exceed * per rentable square foot of the initial Premises multiplied by the *. Subject only to recalculation resulting from a determined change in the rentable square footage of the initial Premises pursuant to the TCCs of Section 1.2 of this Lease, the leasing commission component of Project Costs may not be changed, by use of contingency or otherwise.

(ix) FBA Costs . The “ FBA Costs ” are those assessments attributable to the Premises Buildings which are incurred in connection with the Facilities Benefit Assessment to which the Project is subject (the “ FBA ”). To the extent the FBA Costs exceed the 2004 level of $317,000 per acre of the applicable portion of the Project, such increased cost shall also be included as part of Project Costs (the “ FBA Increase ”), and the Project Cost Cap shall be increased by the amount of such FBA Increase; provided, however, in no event shall the amount of FBA Increase included in Project Costs, and used to increase the Project Cost Cap, be an amount in excess of $500,000.00 in the aggregate.

(x) Carry Costs . The “carry costs” of the expenses incurred by Landlord in connection with Project Cost components (iii) through (ix), above (i.e., all costs other than the Base Land Cost and Land Cost Carry), calculated from the calendar month in which such expenditure was made, commencing with July 16, 2005 through August 31, 2007 (as applicable with regard to any such expenditure, the “ Carry Period ”) based upon the TVM Rate.

3.1.2.2 Base Rent Estimate; Base Rent Memorandum . The annual installment of Initial Base Rent for the initial Premises is anticipated to equal approximately * per rentable square foot (the “ Initial Base Rent Estimate ”). Landlord may modify the Initial Base Rent Estimate from time to time by notice to Tenant during the period of construction of the Project. In addition, within ninety (90) days following the last Rent Commencement Date applicable to the initial Premises, Landlord shall deliver to Tenant a notice (a “ Base Rent Memorandum ”) substantially in the form attached hereto as Exhibit C-1 , setting forth the

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Initial Base Rent, which Tenant shall execute and return to Landlord within ten (10) business days after receipt thereof.

3.1.2.3 Cap on Project Costs . Excepting only the FBA Increase and any “Exception Increase,” as that term is defined in Section 3.1.2.3.1 , below, in no event shall the Project Costs exceed an amount equal to * (the “ Project Cost Cap ”). Based on the anticipated rentable square footage of the initial Premises of 364,538 rentable square feet, (i) the Project Costs per rentable square foot of the initial Premises shall, therefore, subject to the FBA Increase and any Exception Increase, not exceed * and (ii) the annual installment of Initial Base Rent shall, therefore, subject to the FBA Increase and any Exception Increase, not exceed * per rentable square foot of the initial Premises.

3.1.2.3.1 Exception Increase . The Project Cost Cap shall be increased to the extent of either: (i) costs resulting from labor disputes and/or labor strikes resulting from Tenant Delays, or (ii) the “BB Contractor’s,” as that term is defined in Section 1.3.1.1 of the Tenant Work Letter, payment of any performance bond required and/or elected by Tenant (such increases, collectively, the “ Exception Increase ”).

3.1.3 Base Rent for Initial Premises During Lease Years 6-10 . Commencing on the first (1 ^st ) day of the sixth (6 ^th ) Lease Year of the initial Lease Term, the Base Rent applicable to the initial Premises shall be increased to an amount equal to the product of (i) the Initial Base Rent, and (ii) *.

3.1.4 Pro-Rata Payments of Base Rent . If any Rent payment date (including any 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 such fractional month shall accrue on a daily basis during such fractional month in an amount equal to the product of (i) a fraction, the numerator of which is the number of days in such fractional month and the denominator of which is the actual number of days occurring in such calendar month, and (ii) the applicable monthly Rent. All other payments or adjustments required to be made under the TCCs of this Lease that require proration on a time basis shall be prorated on the same basis.

3.1.5 Tenant’s Audit of Landlord’s Project Costs . On or before ninety (90) days after the last occurring Rent Commencement Date, Landlord shall deliver to Tenant a copy of Landlord’s final determination of the Project Costs. Within thirty (30) days after Tenant receives such determination by Landlord, if so requested by Tenant, a determination as to the actual amount of Project Costs shall be made, at Tenant’s expense, by an independent certified public accountant or construction management firm (as applicable, the “ Project Costs Accountant ”) mutually and reasonably selected by Landlord and Tenant. If the Project Costs Accountant determines that the Projects Costs were equal to an amount which is different than the Project Costs amount determined by Landlord, then Landlord and Tenant shall, within thirty (30) days following such determination by the Project Costs Accountant, reconcile the amount of Base Rent paid by Tenant with the amount of Base Rent which should have been paid by Tenant and the Project Costs determined by the Project Costs Accountant shall be used, thereafter, to calculate Base Rent. Notwithstanding the foregoing, if, following such determination by the Project Costs Accountant, either Landlord or Tenant dispute the amount of Project Costs as

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determined by such Project Costs Accountant, then Landlord and Tenant shall each have the right, within thirty (30) days of the determination of the Project Costs Accountant, to submit the determination of Project Costs to arbitration pursuant Section 29.35 of this Lease, below. If neither party timely submits the matter to arbitration, or if Tenant does not timely submit the matter to a Project Costs Accountant, then the calculation of Project Costs made by the Project Costs Accountant (or by Landlord if the matter was not timely submitted to a Project Costs Accountant) shall be binding on the parties.

3.2 Abated Base Rent . During the period commencing on the Rent Commencement Date applicable to Building 3 and ending on the first Anniversary of the Rent Commencement Date applicable to Building 3 (the “ 12-Month Abatement Period ”), Tenant shall have no obligation to pay any Base Rent otherwise attributable to the first (1 ^st ) floor of Building 3 (based on the rentable square footage of the first floor of Building 3 vis-à-vis the rentable square footage of the Premises) during such 12-Month Abatement Period. Landlord and Tenant hereby acknowledge that the foregoing Base Rent abatement right shall not be applicable to any Additional Rent which Tenant shall be obligated to pay during such 12-Month Abatement Period, and, therefore, Tenant shall pay, in addition to all other amounts required to be paid by Tenant pursuant to the TCCs of this Lease, all Additional Rent attributable to the first (1 ^st ) floor of Building 3 during such 12-Month Abatement Period.

3.3 Abatement of Rent . In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the Project (including the Project Common Areas) or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided); or (ii) any failure by Landlord to provide services, utilities or ingress to and egress from the Project (including the Project Common Areas) or Premises as required pursuant to the TCCs of this Lease; or (iii) the presence of Hazardous Materials not brought on the Premises by “Tenant Parties,” as that term is set forth in Section 10.1 of this Lease to the extent such presence substantially interferes with Tenant’s use of or ingress to or egress from the Project (including the Project Common Areas), or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided) (any such set of circumstances as set forth in items (i) through (iii), above, to be known as an “ Abatement Event ”), then Tenant shall give Landlord Notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such Notice, or for more than a total of ten (10) business days in any twelve (12) month period (as applicable, the “ Eligibility Period ”), then, as Tenant’s sole remedy vis-à-vis such Abatement Event, the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use (“ Unusable Area ”), bears to the total rentable area of the Premises. Notwithstanding the foregoing, in the event that Tenant is prevented (from an objective, general office tenant perspective) from conducting, and does not conduct, its business from any portion of the Premises for a period of time in excess of the Eligibility Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such

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remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented (again, from an objective, general office tenant perspective) from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated. Landlord and Tenant hereby acknowledge that, in addition to the abatement rights set forth in this Section 3.3 , Tenant’s abatement rights following an event of damage and destruction or condemnation is provided pursuant to the TCCs of Articles 11 and 13 of this Lease. Except as set forth in the immediately preceding sentence, Tenant’s right to abate Base Rent pursuant to this Section 3.3 shall be Tenant’s sole and exclusive remedy at law or in equity for an Abatement Event.

ARTICLE 4

ADDITIONAL RENT

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 Sections 4.2.6 and 4.2.2 , respectively, of this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, including without limitation, the monthly amortization payment of any TIA Increase or any Modification Cost Allowance, 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.

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 Intentionally Omitted.

4.2.2 “ Direct Expenses ” shall mean “Operating Expenses” and “Tax Expenses.”

4.2.3 “ 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.

4.2.4 “ Operating Expenses ” shall mean all expenses, costs and amounts which Landlord pays or accrues during any Expense Year because of or in connection with the ownership, management, maintenance, security, repair or operation of the Project, or any portion thereof, in accordance with sound real estate management and accounting principles, consistently applied. 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

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similar program; (iii) the cost of all insurance carried by Landlord pursuant to the TCCs of Section 10.2 of this Lease, below; (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) costs incurred in connection with the parking areas servicing the Project; (vi) fees and other costs, including management fees (provided that Tenant’s Share of such annual management fee shall equal * of the then annual Base Rent for the Premises, as the same may be increased upon an expansion of the initial Premises to include all or any portion of Building 4, or decreased upon a renewal pursuant to the TCCs of Section 2.2.2 ), 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 payment of the fair rental value of any on-site management office space, to the extent the rental rate and size of the management office are materially consistent with the practices of the landlords of the Comparable Buildings; provided that to the extent the personnel employed in such on-site management office also support other projects of Landlord, then the fair rental value of any on-site management office space shall be equitably pro-rated (based on the amount of time spent managing the Project as compared to the amount of time spent managing such other projects) among the applicable projects; (viii) wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons (other than persons generally considered to be higher in rank than the position of Project manager) engaged in the operation, maintenance and security of the Project; (ix) costs under any instrument pertaining to the sharing of costs by the Project (but only to the extent such costs would have been includable as an Operating Expense pursuant to the TCCs of this Lease had Landlord incurred the costs directly); (x) operation, repair and maintenance of all systems and equipment and components thereof of the Buildings; (xi) the cost of (A) janitorial, alarm, security and other services, (B) replacement of wall and floor coverings, ceiling tiles and fixtures in Common Areas, and (C) maintenance and repair of curbs, walkways, and roofs; (xii) amortization of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, or any portion thereof (which amortization calculation shall include interest at the “Interest Rate,” as that term is set forth in Article 25 of this Lease); (xiii) subject to Operating Expenses exclusion “R”, below, the cost of capital improvements; (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 4.2.5 , below; and (xv) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Buildings. Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include (in the case of any conflict between the provisions of subparagraphs (i) through (xv), above, and subparagraphs (A) through (KK), below, the provisions of (A) through (KK), below, shall control):

	A.	Costs incurred in connection with the original construction of the Buildings or in connection with any major change in the Buildings such as adding or deleting floors, or any costs included as a Project Cost;

	B.	Costs of alterations or improvements to the Premises or to space constituting the premises of other Project tenants or available for lease to prospective tenants;

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	C.	Depreciation, interest and principal payments on mortgages and other debt costs, if any;

	D.	Legal fees, space planners’ fees, real estate brokers’ leasing commissions, and advertising expenses incurred in connection with the original development or original leasing of the Project or future leasing of the Project;

	E.	Costs for which Landlord is reimbursed, or would have been reimbursed if Landlord had used commercially reasonable efforts to collect such amounts, by any Project tenant or occupant of the Buildings or by insurance by its carrier or any tenant’s carrier or anyone else;

	F.	Any bad debt loss, rent loss, or reserves for bad debts or rent loss;

	G.	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 Buildings, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue and are a violation of the Lease), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Project, costs (including attorneys’ fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations pertaining to Landlord and/or the Buildings and/or the site upon which the Buildings are situated;

	H.	The wages and benefits of any employee who does not devote substantially all of his or her time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and managing the Project;

	I.	Fines, penalties, and interest;

	J.	Amounts paid as ground rental by Landlord;

	K.	Wages, fees, operating expenses and taxes incurred in connection with the ownership, management and operation of commercial concessions operated by Landlord;

	L.	Any Operating Expenses in excess of those for office buildings in connection with the ground floor and mezzanine levels, or any other floor in the Project to the extent that they are devoted to retail operation;

	M.	Any recalculation of or additional Operating Expenses actually incurred more than two (2) years prior to the year in which Landlord proposes that such costs be included (except expenses levied by any governmental authority or by any public utility companies);

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	N.	Expenditures to comply with Applicable Laws, including costs arising from handicap, Americans with Disabilities Act, or other government code regulations in effect or adopted and enforced prior to the Lease Commencement Date (including statues, laws, rules, regulations or orders [adopted following the Lease Commencement Date] carrying out or implementing laws adopted and enforced prior to the Lease Commencement Date) and expenditures relating to the presence of hazardous materials or substances in or about the Project, or the site upon which the Buildings, including, without limitation, hazardous substances in the ground water or soil;

	O.	Costs incurred by Landlord with respect to goods and services (including utilities sold and supplied to tenants and occupants of the Project) to the extent that Landlord would be entitled to reimbursement for such costs if incurred by Tenant pursuant to this Lease;

	P.	Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project;

	Q.	Except as set forth in exclusion “R” below, costs incurred by landlord for alterations which are considered capital improvements and replacements, as determined in accordance with generally accepted accounting principles consistently applied;

	R.	Costs of a capital nature, including, without limitation, capital improvements, capital repairs, capital equipment and capital tools, all as determined in accordance with sound real estate management and accounting principles, consistently applied, except (i) to the extent required under any governmental law or regulation enacted and enforced after the Lease Commencement Date, and (ii) costs incurred with respect to devices to reduce Operating Expenses, to the extent such costs do not exceed the anticipated net reduction of Operating Expenses, provided that the costs set forth in items (i) and (ii), above, shall be amortized over their reasonable useful life as determined in accordance with generally accepted accounting principles as and to the extent consistently applied by institutional ownership in the office building real estate industry; provided further that, in connection with the costs set forth in items (ii) above, Landlord shall, upon Tenant’s request, provide Tenant with reasonable evidence that the annual cost of the capital improvement will be equal to or less than the reasonably anticipated savings in Direct Expenses caused by such capital improvement, and Tenant shall have the right to approve such calculations as being materially accurate, which approval shall not be unreasonably withheld;

	S.	Expenses in connection with services or other benefits which are not provided to Tenant or for which Tenant is charged directly but which are provided to another tenant or occupant of the Project without a separate charge;

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	T.	Payments to Landlord or to subsidiaries or affiliates of Landlord for comparable services in the Buildings to the extent the same exceeds the costs of such services rendered by unaffiliated comparable third parties on a competitive basis;

	U.	Rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature if purchased, except equipment not affixed to the Buildings which is used in providing janitorial or similar services;

	V.	All items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

	W.	Electric power costs for which any tenant directly contracts with the local public service company;

	X.	Costs arising from Landlord’s political or charitable contributions;

	Y.	Costs arising from latent defects in the Base Buildings or other Project improvements constructed by Landlord pursuant to the Tenant Work Letter, or subsequent improvements thereto constructed by Landlord;

	Z.	Tax or other penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments when due;

	AA.	Costs arising from the negligence or fault of Landlord or its agents, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord or its agents;

	BB.	Landlord’s general corporate overhead and general and administrative expenses;

	CC.	Costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project, or in connection with a dispute between Landlord and any tenant in the Project (including Tenant);

	DD.	Any costs of acquisition or maintenance of signs in or on the Buildings or Project (other than the building directory) identifying the owner of the Buildings or Project or other tenants;

	EE.	Any reserves of any kind, including, without limitation, replacement reserves, operating reserves, reserves required by lenders or partners, reserves for bad debts or lost rent or any similar charge;

	FF.	Any costs related to any governmental, quasi-governmental, utility company or similar program or plan for water, traffic, hazardous waste, environmental or handicapped access management, mitigation, enhancement or remediation in which participation is voluntary;

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	GG.	Any advertising or promotional expenditures;

	HH.	Any entertainment or travel expenses of Landlord, any Affiliate of Landlord, any management agent of Landlord and their respective employees, agents, partners, and affiliates;

	II.	Any costs of any parties, ceremonies or other events for tenants, Landlord, Landlord’s affiliates or other third parties;

	JJ.	Any costs or expenses incurred by Landlord in connection with satellite dishes or similar specialized communications equipment of Landlord or of other persons, tenants or occupants in or about the Buildings or Project; and

	KK.	To the extent that the Project is damaged as a result of earthquakes and related aftershocks (“ Earthquake Damage ”) and the cost of repairing the Earthquake Damage is not covered by insurance or falls within the deductible, then Tenant’s Share of Direct Expenses for Earthquake Damage repairs in any Expense Year shall not exceed $2.00 per rentable square foot of the Premises.

If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant; provided, however, the foregoing shall not be applicable with respect to any Building which is leased, in its entirety, by Landlord to Tenant. If the Project is not at least one hundred percent (100%) occupied during all or a portion of any Expense Year, Landlord may elect to make an appropriate adjustment to the variable components of Operating Expenses (i.e., the components or Operating Expenses which vary based on the occupancy of the Project) 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; provided, however, the Operating Expenses with respect to a particular Building shall not be adjusted to the extent Tenant occupies one hundred percent (100%) of such Building. Landlord shall not (i) make a profit by charging items to Operating Expenses that are otherwise also charged separately to others, (ii) subject to Landlord’s right to adjust the components of Operating Expenses described above in this paragraph, collect Operating Expenses from Tenant and all other tenants in the Project in an amount in excess of what Landlord incurs for the items included in Operating Expenses, and (iii) charge any single expense to Operating Expenses more than once. Operating Expenses shall be reduced by all cash discounts, trade discounts, or quantity discounts received by Landlord or Landlord’s managing agent in the purchase of any goods, utilities, or services in connection with the operation of the Project, and, to the extent commercially reasonable, Landlord shall make payments for goods, utilities, or services in a timely manner in order to maximize any applicable discount.

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4.2.5 Taxes .

4.2.5.1 Subject to the exclusions set forth in Section 4.2.5.3 , below, “ Tax Expenses ” shall mean all federal, state, county, or local 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 used in connection with 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.

4.2.5.2 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 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.

4.2.5.3 Any costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are paid. Refunds of Tax Expenses 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 included by Landlord as Building Tax Expenses pursuant to the TCCs of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2.5 , there shall

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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 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 special assessments or special taxes initiated by Landlord as a means of financing improvements to the Buildings or Project.

4.2.6 “ Tenant’s Share ” shall, with respect to Buildings 1, 2 and 3, mean the percentage set forth in Section 6 of the Summary. To the extent Tenant leases space in Building 4 from Landlord, then Tenant’s Share with respect to Building 4 shall be calculated by multiplying the number of rentable square feet of the applicable space leased by Tenant in Building, by 100, and dividing the product by the total number of rentable square feet in Building 4, as set forth in Section 2.1 of the Summary.

4.3 Allocation of Direct Expenses . The parties acknowledge that each Building is a part of a multi-building project and that the costs and expenses incurred in connection with the Project ( i.e. the Direct Expenses) should be shared between the tenants of a particular Building and the tenants of the other Buildings in the Project. Accordingly, as set forth in Section 4.2 above, Direct Expenses (which consists of Operating Expenses and Tax Expenses) are determined annually for the Project as a whole, and a portion of the Direct Expenses, which portion shall be determined by Landlord on a rentable square footage basis, shall be allocated to each particular Building (as opposed to any other Buildings in the Project) and such portion shall be the Direct Expenses for the tenants of such Building. Such portion of Direct Expenses allocated to the tenants of each Building shall include all Direct Expenses attributable solely to that particular Building and a reasonable and equitable portion of the Direct Expenses attributable to the Project as a whole.

4.4 Calculation and Payment of Additional Rent . Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1 , below, and as Additional Rent, Tenant’s Share of Direct Expenses for each Expense Year.

4.4.1 Statement of Actual Building Direct Expenses and Payment by Tenant . Landlord shall use commercially reasonable efforts to give to Tenant within one hundred twenty (120) days following the end of each Expense Year (and in any event within one hundred fifty (150) days following the end of each Expense Year), a detailed, statement (the “ Statement ”), itemized on a line-item by line-item basis, which shall state in general major categories the Building Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of Tenant’s Share of Direct Expenses. In addition, Landlord shall provide Tenant, within thirty (30) business days following Tenant’s written request therefor, reasonable supporting documentation applicable to a reasonable number of specific expenses incurred by Landlord, which documentation shall allow Tenant to verify such expenses; provided, however, that (i) Landlord may require Tenant to sign a commercially reasonable confidentiality agreement as a condition precedent to Landlord’s obligation to deliver any such supporting documentation to Tenant, (ii) the foregoing right is not meant to replace Tenant’s right to audit Landlord books and records pursuant to Section 4.8 of this Lease, below, and, therefore, to the extent Tenant desires to verify more than a reasonable number of expenses, then

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Landlord may require Tenant to audit Landlord’s books and records pursuant to Section 4.8 of this Lease, below. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term, Tenant shall pay, within thirty (30) days after receipt of the 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 (an “ Excess ”), Tenant shall receive a credit in the amount of such Excess against Rent next due under this Lease; provided, however, any such payment by Tenant shall not be deemed a waiver of any rights Tenant may have pursuant to Section 4.8 of this Lease, below. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord (provided that in the event that such failure continues for a period of six (6) months following receipt of Notice from Tenant, Tenant may elect to seek specific performance) 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, if Tenant’s Share of Direct Expenses is greater than the amount of Estimated Direct Expenses previously paid by Tenant to Landlord, Tenant shall, within thirty (30) days after receipt of the Statement, pay to Landlord such amount, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant’s Share of Direct Expenses (again, an Excess), Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of such Excess. The provisions of this Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term. Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant’s Share of any Building Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant’s Share of Direct Expenses levied by any governmental authority or by any public utility companies at any time following the Lease Expiration Date which are attributable to any Expense Year (provided that Landlord delivers Tenant a bill (a “ Supplemental Statement ”) for such amounts within one (1) year following Landlord’s receipt of the bill therefor).

4.4.2 Statement of Estimated Building Direct Expenses . In addition, Landlord shall use commercially reasonable efforts to give Tenant within one hundred twenty (120) days following the end of each Expense Year (and in any event within one hundred fifty (150) days following the end of each Expense Year), a detailed yearly expense estimate statement (the “ Estimate Statement ”), itemized on a line-item by line-item basis, 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 (provided that in the event that such failure continues for a period of six (6) months following receipt of Notice from Tenant, Tenant may elect to seek specific performance), nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent reasonably necessary; provided however, any such subsequent revision shall set forth on a reasonably specific basis any particular expense increase. Thereafter, Tenant shall pay, within thirty (30) days after receipt of the Estimate Statement, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the third to last sentence of

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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, subject to the TCCs of this Section 4.4.2 ), 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. Throughout the Lease Term Landlord shall maintain books and records with respect to Building Direct Expenses in accordance with generally accepted real estate accounting and management practices, consistently applied. With regard to prior Expenses Years, Landlord shall keep such books and records for at least two (2) years following the date upon which Landlord delivers the applicable Statement for such Expense Year.

4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible .

4.5.1 Tenant shall be liable for and shall pay 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 (it being acknowledged that Landlord shall use commercially reasonable efforts to provide prior written notice to Tenant in connection therewith), 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.

4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to Landlord’s “ building standard ” in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 4.5.1 , above. For this purpose Landlord and Tenant agree that the value of building standard improvements is Forty-Five and No/100 Dollars ($45.00) per rentable square foot. To the extent that Landlord enforces the TCCs of this Section 4.5.2 against Tenant, then Landlord shall not include in Tax Expenses, taxes assessed against any other tenant improvements in the Project to the extent such taxes relate to the value of such tenant improvements in excess of Forty-Five and No/100 Dollars ($45.00) per rentable square foot. The TCCs of this Section 4.5.2 shall not be applicable with respect to any Building which is leased, in its entirety, by Landlord to Tenant.

4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay prior to delinquency any (i) rent tax or sales tax, service tax, transfer tax or value added tax, or any other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project, including the

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Project parking facility; or (iii) taxes assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

4.6 Tenant’s Payment of Certain Tax Expenses . Notwithstanding anything to the contrary contained in this lease, in the event that, at any time during the first five (5) years of the initial Lease Term, any single-asset sale of a Building or the Project to an independent third party is consummated (specifically excluding, however, a change in ownership to a lender resulting from a foreclosure or a deed-in-lieu of foreclosure), and as a result thereof, and to the extent that in connection therewith, a Building or the Project is reassessed (the “ Reassessment ”) for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13, then the TCCs of this Section 4.6 shall apply to such Reassessment of the Building or Project.

4.6.1 The Tax Increase . For purposes of this Article 4 , the term “ Tax Increase ” shall mean that portion of the Tax Expenses, as calculated immediately following the Reassessment, which is attributable solely to the Reassessment. Accordingly, the term Tax Increase shall not include any portion of the Tax Expenses, as calculated immediately following the Reassessment, which (i) is attributable to the initial assessment of the value of the Project, the base, shell and core of the Building or the tenant improvements located in the Building; (ii) is attributable to assessments which were pending immediately prior to the Reassessment which assessments were conducted during, and included in, such Reassessment, or which assessments were otherwise rendered unnecessary following the Reassessment; or (iii) is attributable to the annual inflationary increase of real estate taxes, but not in excess of two percent (2.0%) per annum.

4.6.2 Protection . During the first five (5) years of the initial Lease Term, Tenant shall not be obligated to pay any portion of the Tax Increase relating to any Reassessment of a Building or the Project.

4.6.3 Landlord’s Right to Purchase the Proposition 13 Protection Amount Attributable to a Particular Reassessment . The amount of Tax Expenses which Tenant is not obligated to pay or will not be obligated to pay during the Lease Term in connection with a particular Reassessment pursuant to the TCCs of Section 4.6 , shall be sometimes referred to hereafter as a " Proposition 13 Protection Amount .” If the occurrence of a Reassessment is reasonably foreseeable by Landlord and the Proposition 13 Protection Amount attributable to such Reassessment can be reasonably quantified or estimated for each Lease Year commencing with the Lease Year in which the Reassessment will occur, the TCCs of this Section 4.6.3 shall apply to each such Reassessment. Upon Notice of such Reassessment to Tenant, Landlord shall have the right to purchase the Proposition 13 Protection Amount relating to the applicable Reassessment (the " Applicable Reassessment ”), at any time during the Lease Term, by paying to Tenant an amount equal to the “Proposition 13 Purchase Price,” as that term is defined in this Section 4.6.3 , provided that the right of any successor of Landlord to exercise its right of repurchase hereunder shall not apply to any Reassessment which results from the event pursuant to which such successor of Landlord became the Landlord under this Lease. As used herein, “ Proposition 13 Purchase Price ” shall mean the present value of the Proposition 13 Protection Amount remaining during the Lease Term, as of the date of payment of the Proposition 13 Purchase Price by Landlord. Such present value shall be calculated (i) by using the portion of

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the Proposition 13 Protection Amount attributable to each remaining Lease Year (as though the portion of such Proposition 13 Protection Amount benefited Tenant at the end of each Lease Year), as the amounts to be discounted, and (ii) by using discount rates for each amount to be discounted equal to (A) the floating commercial loan rate announced from time-to-time by Bank of America, a national banking association, or its successor, as its prime rate, plus (B) two percent (2%) per annum. Upon such payment of the Proposition 13 Purchase Price, the provisions of Section 4.6.2 of this Lease shall not apply to any Tax Increase attributable to the Applicable Reassessment. Since Landlord is estimating the Proposition 13 Purchase Price because a Reassessment has not yet occurred, then when such Reassessment occurs, if Landlord has underestimated the Proposition 13 Purchase Price, then upon Notice by Tenant to Landlord, Landlord shall promptly pay to Tenant the amount of such underestimation, and if Landlord overestimates the Proposition 13 Purchase Price, then upon Notice by Landlord to Tenant, Rent next due shall be increased by the amount of such overestimation.

4.7 Payment of Taxes and Insurance . Notwithstanding any TCCs of this Lease to the contrary, Tenant shall not be required to pay Tenant’s Share of real property taxes or insurance premiums includable in Direct Expenses on the basis of estimates or in monthly installments (unless, with respect to insurance premiums, such amounts are actually paid by Landlord more frequently than twice each Expense Year or on a monthly basis, or, with respect to insurance premiums and/or real property taxes, Landlord is required by its then current lender to impound or escrow such amounts on a more frequent or monthly basis); instead, Tenant shall only be required to pay Tenant’s Share of such real property taxes or insurance premiums upon the later to occur of (i) thirty (30) days after receipt of Landlord’s invoice for the same, or (ii) five (5) business days prior to the date Landlord is required to pay such taxes or insurance premiums.

4.8 Landlord’s Books and Records . Within two (2) years after receipt of a Statement by Tenant (the “ Review Period ”), if Tenant disputes the amount of Additional Rent set forth in such Statement, provided that Tenant is not then in Economic Default under this Lease beyond the applicable cure period provided in this Lease, an independent certified public accountant or operating expense audit firm, selected and paid for by Tenant, subject to Landlord prior approval, which approval shall not be unreasonably withheld to the extent such accountant or audit firm (i) is a reputable independent nationally or regionally recognized certified public accounting firm, or a reputable independent nationally or regionally recognized operating expenses audit firm, which has previous experience in reviewing financial operating records of landlords of office buildings in California (which firm may be retained on a contingency fee basis), (ii) is not then providing accounting or audit services to another tenant in the Project in connection with a review or audit by such other tenant of operating expenses, and (iii) executes (together with Tenant) a commercially reasonable confidentiality agreement prepared by Landlord, which confidentiality agreement shall include a commercially reasonable restriction on such firm’s solicitation of business from other tenants in the Project, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that Tenant is not then in Economic Default under this Lease (beyond any applicable notice and cure periods) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records. Tenant’s failure to

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dispute the amount of Additional Rent set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement; provided, however, to the extent Landlord delivers to Tenant a Supplemental Statement, then the Review Period with respect to the corrected items set forth in such Supplemental Statement shall be deemed to be the two (2) year following the date Landlord delivered such Supplemental Statement to Tenant. If after such inspection, Tenant still disputes such Additional Rent, Landlord and Tenant shall meet and attempt to resolve the dispute. If Landlord and Tenant are unable to resolve the dispute within sixty (60) days following the completion of Tenant’s audit, then a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “ Accountant ”) mutually and reasonably selected by Landlord and Tenant; provided that if such determination by the Accountant proves that Direct Expenses were overstated by more than * or if Landlord otherwise agrees or admits that Direct Expenses were overstated by more than * then the reasonable cost of Tenant’s initial audit of Operating Expenses and the cost of the Accountant shall be paid for by Landlord; provided, however, to the extent such initial audit of Operating Expenses was performed by a firm retained on a contingency fee basis, then Landlord shall only be obligated to pay the out-of-pocket fees and costs reasonably equivalent to those in non-contingency fee audits. Upon the resolution of the parties’ dispute with regard to the Additional Rent shown on the Statement, the parties shall make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the resolution of such dispute, and, to the extent any such payment is not paid within the foregoing thirty (30) day time period, then the amount so owed shall be subject to interest, at the Interest Rate, until paid. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.8 , and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

ARTICLE 5

USE OF PREMISES

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 . The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals or service organization; (iv) schools or other training facilities which are not ancillary to corporate, executive or professional office use; (v) retail or restaurant uses (other than an on-site cafeteria for use by Tenant’s employees); or (vi) communications firms such as radio and/or television stations (collectively (i) through (vi) are the “ Prohibited Uses ”); provided, however, that to the extent Landlord permits the Prohibited Uses set forth in item (i) through (iv), above, to be conducted at the Project on a significant basis, then Tenant shall be permitted to conduct such

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uses in a comparable manner and to a comparable extent. Tenant further covenants and agrees that Tenant shall not use, or suffer 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 Exhibits D and D-1 , attached hereto ( Exhibit D shall be applicable to multi-tenant Buildings, Exhibit D-1 shall be applicable to single-tenant Buildings, and such rules and regulations, as applicable, shall be the “ Rules and Regulations ”), or in violation of the laws of the United States of America, the State of California, or 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 such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect; provided, however, Landlord shall not enforce, change or modify the Rules and Regulations in a discriminatory manner vis-a-vis other tenants of the Project and Landlord agrees that the Rules and Regulations shall not be unreasonably modified or enforced in a manner which will unreasonably interfere with the normal and customary conduct of Tenant’s business. Tenant shall not do or permit anything to be done in or about the Premises or the Exclusive Tenant Areas which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Project, or injure or annoy them or use or allow the Premises or the Exclusive Tenant Areas 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 or the Exclusive Tenant Areas.

5.3 CC&Rs . Tenant shall comply (provided that such compliance shall not require Tenant to assume any development responsibilities of Landlord) with the following covenants, conditions, and restrictions currently affecting the Project: (i) that certain Planned Residential Development/Planned Industrial Development/Resource Protection Ordinance Permit No. 98-0292, recorded February 25, 2000 as document No. 2000-0095511, as amended by that certain Amendment to Planned Industrial Development Permit No. 98-0292, recorded on February 21, 2003 as document number 2003-0198865 (collectively, “ PID 98-0292 ”), and (ii) that certain Declaration of Development Covenants Running with the Land for Santa Fe Summit Corporate Center, recorded as document 2001-0949318. Additionally, Tenant acknowledges that the Project may be subject to future covenants, conditions, and restrictions which are recorded against the Project, including amendments to PID No. 98-0292 (the “ CC&Rs ”), and Tenant agrees that this Lease shall be subject and subordinate to such CC&Rs. Landlord shall have the right to require Tenant to execute and acknowledge, within fifteen (15) 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. Notwithstanding anything set forth in this Article 5 to the contrary, to the extent any CC&Rs relate to Project specific programs (e.g., CC&R’s, Rules and Regulations, PID 98-0292, etc.) and are within Landlord’s control (i.e., Landlord has the ability, either directly or indirectly, to cause the disapproval of such covenant, condition, and restriction, or amendment thereto), then such specific programs shall be subject to Tenant’s reasonable review and prior approval. Landlord shall not enforce the CC&Rs in a discriminatory manner vis-à-vis other tenants of the Project.

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ARTICLE 6

SERVICES AND UTILITIES

6.1 Standard Tenant Services . Landlord shall provide the following services at all times (unless otherwise stated below) during the Lease Term.

6.1.1 Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide heating and air conditioning (“ HVAC ”) when necessary for normal comfort for normal office use in the Premises from 7:00 A.M. to 6:00 P.M. Monday through Friday, and on Saturdays from 9:00 A.M. to 1:00 P.M. (collectively, the “ Building Hours ”), except for the date of observation of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and, at Landlord’s discretion, other locally or nationally recognized holidays (collectively, the “ Holidays ”). Notwithstanding such Building Hours, HVAC shall be available for Tenant use on a twenty-four (24) hours per day, seven (7) days per week, basis.

6.1.2 Landlord shall provide adequate electrical wiring and facilities for connection to Tenant’s lighting fixtures and incidental use equipment, provided that (i) the connected electrical load of the incidental use equipment, and (ii) the connected electrical load of Tenant’s lighting fixtures, does not exceed the electrical capacity of the Buildings, as such capacity shall be determined pursuant to the Tenant Work Letter. Tenant will design Tenant’s electrical system serving any equipment producing nonlinear electrical loads to accommodate such nonlinear electrical loads, including, but not limited to, oversizing neutral conductors, derating transformers and/or providing power-line filters. Engineering plans shall include a calculation of Tenant’s fully connected electrical design load with and without demand factors and shall indicate the number of watts of unmetered and submetered loads. Tenant shall bear the cost of replacement of lamps, starters and ballasts for non-Building standard lighting fixtures within the Premises.

6.1.3 Landlord shall provide city water from the regular Building outlets for (i) drinking, lavatory and toilet purposes in the Building Common Areas, and (ii) domestic and food service water needs.

6.1.4 Landlord shall provide janitorial services to the Premises, except the date of observation of the Holidays, in and about the Premises and window washing services in a manner consistent with other comparable buildings in the vicinity of the Building (but in no event shall such janitorial services be less than the janitorial services set forth on Exhibit I , attached hereto). Notwithstanding the foregoing, Tenant shall have the right, at Tenant’s sole cost and expense, and only upon first providing at least sixty (60) days prior written notice to Landlord, to elect to provide its own janitorial services within any Building that Tenant leases in its entirety by using a third-party janitorial company, provided that such services shall be rendered by Tenant to at least the standards set forth in Exhibit I , and Tenant’s janitorial company shall be subject to the reasonable approval of Landlord and shall follow Landlord’s reasonable rules and regulations.

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6.1.5 Landlord shall provide nonexclusive, non-attended automatic passenger elevator service within each Building during the Building Hours, shall have one elevator within each Building available at all other times.

6.1.6 Landlord shall provide nonexclusive freight elevator service (i.e., a swing-door elevator) for multi-tenant Buildings, which shall be subject to scheduling by Landlord, and exclusive freight elevator service for Tenant-only Buildings.

6.1.7 Landlord shall supply access control services 24-hours per day, 7-days per week, every day of the year, and on-site Project access control equipment, personnel, procedures and systems, in a manner materially consistent with those provided in the Comparable Buildings; provided, however, Landlord shall reasonably cooperate with Tenant in order to ensure that Landlord access control equipment and personnel are consistent with any security systems and/or personnel supplied by Tenant. Landlord shall in no case be liable for personal injury or property damage for any error with regard to the admission to or exclusion from the Buildings or Project of any person. Subject to Landlord’s reasonable approval, Tenant shall be entitled, at its sole cost, to install and maintain its own separate security systems for the Premises and the Exclusive Tenant Areas which system shall be compatible with the Project security systems supplied by Landlord. Tenant hereby assumes all responsibility for the protection of Tenant and its Tenant Parties, and the property thereof, from acts of third parties within the Premises, including keeping doors locked and other means of entry to the Premises closed, even though Landlord shall provide security services in accordance with the TCCs of this Lease. Tenant further assumes the risk that any safety and security devices, services and programs which Landlord provides may not be effective, or may malfunction or be circumvented by an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences. Tenant shall cooperate in any reasonable safety or security program developed by Landlord or required by Applicable Law.

Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the HVAC, electrical, mechanical and plumbing systems, to the extent the same do not materially and adversely affect Tenant’s use of occupancy of the Premises for the Permitted Use.

6.2 Overstandard Tenant Use; Actual Costs .

6.2.1 Overstandard Tenant Use . Tenant’s use of electricity shall never exceed the capacity of the feeders to the Project or the risers or wiring installation. If Tenant desires to use heat, ventilation or air conditioning during hours other than those for which Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease (“ After-Hours HVAC ”), Tenant shall follow the reasonable procedures, if any, as Landlord shall from time to time establish as appropriate, and Landlord shall supply such equipment to Tenant at such hourly cost to Tenant (which shall be treated as Additional Rent) as Landlord shall reasonably determine is equal solely to the increased depreciation of such heat, ventilation or air conditioning equipment. In the event Tenant disputes the Actual Costs, as determined by Landlord, for increased depreciation of such heat, ventilation or air conditioning equipment, then a determination as to the proper amount of Actual Costs shall be made, at Tenant’s expense, by

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an independent HVAC engineer (the “ HVAC Engineer ”) mutually and reasonably selected by Landlord and Tenant.

6.2.2 Actual Costs . Landlord shall charge Tenant, and Tenant shall pay Landlord, for any additional services, an amount equal to the actual out-of-pocket incremental extra costs to Landlord to provide the additional services, without markup for profit, overhead or administrative costs, but including, to the extent applicable, depreciation pertaining to increased use of certain equipment (“ Actual Costs ”). Landlord shall, within ten (10) business days of receipt of a written request from Tenant, disclose to Tenant in writing the basis for the determination of the Actual Cost applicable to any such additional service provided by Landlord to Tenant. In the event such disclosure by Landlord demonstrates that Landlord’s determination of Actual Costs was done unreasonably, then Actual Costs shall be adjusted to reflect what they should have been if Landlord had reasonable determined Actual Costs. In the case of an increase in Actual costs resulting from such adjustment, Tenant shall pay Landlord the difference within thirty (30) days of demand therefor. In the case of a decrease in Actual costs resulting from such adjustment, Landlord shall pay to Tenant the difference within thirty (30) days of demand. In the event that more than one tenant orders extra services or utilities in the Project, or if any cost item is applicable to more than one tenant, such cost shall, to the extent reasonably practical, be apportioned among such tenants in accordance with the ratios of the square footage in their respective premises.

6.3 Direct Payment of Premises Utility Costs . Notwithstanding anything to the contrary set forth in Section 4.2.4 or this Article 6 , Tenant shall pay one hundred percent (100%) of the cost of all utilities (including without limitation, electricity, gas, sewer and water) attributable to its use of the Premises. Such utility use shall include electricity, water, and gas use for lighting, incidental use and HVAC. All such utility payments shall be excluded from Operating Expenses and shall be paid directly by Tenant prior to the date on which the same are due to the utility provider. Landlord hereby agrees that the entire initial Premises (i.e., Building 1, Building 2 and Building 3 and any full floor leased by Tenant in Building 4) shall be separately metered on a floor-by-floor basis, and the separate metering as to the initial Premises shall be performed by Landlord as part of the construction of the “Base Building,” as that term is defined in Section 1.1.1 of the Tenant work Letter, pursuant to the Tenant Work Letter.

6.4 Communications Vendors . Tenant shall have the right to select, and contract directly with, communications vendors to the extent required to support Tenant’s business operation from the Premises, subject to Landlord’s approval (which shall not be unreasonably withheld, conditioned or delayed). Such communications vendors shall be allowed reasonable access to the Project site (including commercially reasonable access easements to the extent necessary) and Premises free of any separate cost for access. Landlord and Tenant shall, as part of the “Final Base Buildings Construction Documents,” as that term is defined in Section 1.1.1 of the Tenant Work Letter, mutually and reasonably develop an overall communications plan for the Project, which plan shall anticipate reasonably required infrastructure required to allow multiple vendors and access points as reasonably required by Tenant.

6.5 Interruption of Use . Except as otherwise expressly, provided in this Lease, including, without limitation, Section 3.3 , above, Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any

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service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building or Project after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, except as otherwise provided in this Lease. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6 .

ARTICLE 7

REPAIRS

7.1 In General . Landlord shall maintain in first-class condition and operating orde