OFFICE LEASE AGREEMENT

Exhibit 10.36

OFFICE LEASE AGREEMENT

CYPRESS SEMICONDUCTOR CORPORATION, as Landlord,

and

SUNPOWER CORPORATION, as Tenant

Dated: May 15, 2006

OFFICE LEASE AGREEMENT

This Office Lease Agreement (the “ Lease ”) is made and entered into as of May 15, 2006 (the “ Effective Date ”), by and between CYPRESS SEMICONDUCTOR CORPORATION, as Landlord, and SUNPOWER CORPORATION, as Tenant.

BASIC TERMS

The following terms (the “ Basic Terms ”) are hereby incorporated into and made a part of this Lease. Each reference in this Lease to the Basic Terms shall mean the information set forth below and shall be construed to incorporate all of the terms provided under the particular section in this Lease pertaining to such information. In the event of a conflict between the Basic Terms and the particular section in this Lease, the particular section shall prevail.

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ARTICLE 1

LEASE OF PREMISES AND LEASE TERM

1.1 Premises     Landlord, for and in consideration of the rents, covenants and agreements hereinafter set forth, hereby leases to Tenant and Tenant hereby leases from Landlord, upon and subject to the terms, covenants and conditions hereinafter set forth, certain space improved with the “ Tenant Improvements ” (as defined in Exhibit “D” ), situated within the office building commonly known as Building #3, (the “ Building ”), located at 3939 North First Street (the “ Land ”) and shown and designated on the floor plan attached hereto as Exhibit “A” (the “ Floor Plan ”) and incorporated herein (the “ Premises ”). The Land and Building on the campus are sometimes referred to herein collectively as the “ Property .” The Premises shall contain approximately 43,732 square feet.

1.2 Term, Delivery and Commencement     The term of this Lease shall commence on May 1, 2006 (the “ Commencement Date ”) and end on April 30, 2011 (the “ Term ”). Such term shall be renewable for subsequent one year periods on terms mutually agreed to by the Parties hereto. Any reference to “ Lease Year ” shall refer to each consecutive twelve (12) month period during the Term commencing on the Commencement Date. However, if the Commencement Date occurs on a day which is not the first day of the calendar month, then the first Lease Year shall be for a period beginning on the Commencement Date and ending on the last day of the calendar month in which the Commencement Date occurs plus the following twelve (12) consecutive calendar months. Any reference to “ Lease Month ” shall refer to each consecutive calendar month during the Term commencing on the Commencement Date. However, if the Commencement Date occurs on a day which is not the first day of the calendar month, then the first Lease Month shall be for a period beginning on the Commencement Date and ending on the last day of the calendar month immediately following the month in which the Commencement Date occurs.

Tenant shall not occupy the Premises before the Commencement Date without Landlord’s prior written consent. Any early occupancy of the Premises by Tenant shall be solely for the installation of Tenant’s furniture, fixtures and equipment and shall be subject to all of the terms and conditions of this Lease other than the obligation to pay Base Rent (as defined in Section 2.1) and Additional Rent (as defined in Section 2.2).

1.3 Tenant Improvements     Landlord shall use commercially reasonable efforts to achieve substantial completion of the Tenant Improvements on or before the Commencement Date. The cost completion of the Tenant Improvements shall be paid by Landlord, but only up to the amount of the Improvement Allowance defined in Section 2.3. Any excess cost of the Tenant Improvements shall be paid by Tenant as provided in Section 2.3. All Additional Work (as defined in Exhibit “D” ) shall be paid for solely by Tenant.

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ARTICLE 2

RENTAL AND OTHER PAYMENTS

2.1 Base Rent     Commencing July 3, 2006, Tenant covenants to pay Landlord in advance on the first day of each and every calendar month during the Term, without notice, demand, offset, abatement or deduction, except as expressly provided elsewhere in this Lease, at the address of Landlord specified at Item 2 of the Basic Terms, or at such other place as Landlord may from time to time designate in writing, the rental specified at Item 9 of the Basic Terms (the “ Base Rent ”). In the event the Commencement Date is not the first day of a calendar month and there are less than fifteen (15) days remaining in such month, Tenant shall pay to Landlord the Base Rent for such partial month and the next succeeding month on or before the Commencement Date. Base Rent for any partial month shall be prorated on the basis of the number of days within such calendar month.

2.2 Additional Rent     All charges payable by Tenant other than Base Rent, however denoted (including, but not limited to, any interest payable by Tenant hereunder but excluding the Cost Differential (as defined below)), shall be deemed “ Additional Rent .” Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Base Rent falling due. Additional Rent for any partial month shall be prorated on the basis of the number of days within such calendar month. All payments of Additional Rent that are paid pursuant to an estimation provided by Landlord to Tenant shall be payable without further demand therefor.

2.3 Improvement Allowance     Landlord shall provide Tenant an allowance of $400,000 (the “ Improvement Allowance ”) to be applied to the Cost of Tenant Improvements (as defined in Exhibit “D” ). The Improvement Allowance shall be used to complete the Tenant Improvements and shall not be used to pay for any of the Additional Work. In the event the Cost of Tenant Improvements exceeds the Improvement Allowance (the difference being defined as the “Cost Differential”), pursuant to Exhibit “D” , Tenant will pay 100% of the Cost Differential immediately when due. In no event shall the Cost Differential be deemed Additional Rent payable hereunder, but rather, the Cost Differential shall be deemed paid for by Tenant Landlord shall be entitled to recover possession of the Premises in the event Tenant should fail to pay the Cost Differential when due.

2.4 Delinquent Rental Payments     Any installment of Base Rent, Additional Rent or any other charge payable by Tenant under the provisions hereof and not paid within ten (10) days of when due will be considered delinquent. Such delinquencies shall bear interest at Prime, as hereafter defined, plus eight percent (8%) per annum, not to exceed the maximum interest rate permitted by law (the “ Maximum Rate of Interest ”) from the date when the same is due hereunder through the date the same is paid, provided, however, Landlord agrees to waive the application of the Maximum Rate of Interest on the first three delinquencies in any 12 month period provided Tenant fully pays such delinquencies within 30 days of the original due date. For purposes of this Lease, the term “ Prime ” shall mean the rate published from time to time by The Wall Street Journal (or any successor publication to The Wall Street Journal) as the “ Prime Rate ”. If The Wall Street Journal (or any successor publication) should cease to publish a “Prime Rate”, then Landlord shall select the rate of a financial institution located within the State of California (the “ State ”) to be substituted therefor. The right to require payment of interest shall be in addition to all of Landlord’s rights and remedies hereunder, at law or in equity.

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2.5 Independent Obligations     Any term or provision of this Lease to the contrary notwithstanding, the covenants and obligations of Tenant to pay Base Rent, Additional Rent or any other amounts due hereunder shall be independent from any obligations, warranties or representations of Landlord hereunder. Base Rent and Additional Rent are sometimes collectively referred to herein as “ Rent ” or “ rent .”

2.6 Tax on Rent     Tenant shall pay, also as Additional Rent, any sales tax or excise tax on rents, gross receipts or other tax (however described [excluding income taxes]), which is levied or assessed by the United States of America or the State or any political subdivision thereof, against Landlord in respect to the Base Rent, Additional Rent, or other charges reserved under this Lease or as a result of Landlord’s receipt of such rents or other charges accruing under this Lease.

ARTICLE 3

OPERATING EXPENSES—DEFINITION

3.1 Operating Expenses

“ Operating Expenses ” shall mean all expenses incurred with respect to the ownership, maintenance and operation of the Property as determined by Landlord including, but not limited to the following: all Taxes (as defined below); insurance premiums; maintenance and repair costs; steam, electricity (including the cost of changing electric utility suppliers), water, sewer, gas and other utility charges; waste water treatment or operating plants; fuel; lighting; window washing; janitorial services; trash and rubbish removal; security guard services (in the event Landlord elects, in its sole discretion, to utilize such service); wages payable to employees of Landlord, whose duties are connected with the operation or maintenance of the Property (but only for the portion of time allocable to work related to the Property), together with all payroll taxes, unemployment insurance, vacation allowances and disability, pension, profit sharing, hospitalization, retirement and other so-called fringe benefits paid in connection with such employees amounts paid to contractors or subcontractors for work or services performed in connection with the operation and maintenance of the Property; all costs of supplies and materials used in connection with the operation and maintenance of the Property; any expense imposed upon Landlord, its contractors or subcontractors pursuant to law or any collective bargaining agreement covering such employees; all services, supplies, repairs, replacements or other expenses for maintaining and operating the Property; reasonable management fees; common expenses of the Building within the office park, including without limitation, any common area maintenance charges charged for the campus; such other expenses as may be ordinarily incurred in the operation and maintenance of an office complex similar to the Property, the cost of capital improvements to the Property (which shall be reasonable and customary for properties comparable to the Premises, Building or Land), and any maintenance, improvements, repairs or alterations to the Property required under any governmental laws, regulations or ordinances, and any expenses incurred by Landlord in connection with city sidewalks adjacent to the Property, any pedestrian walkway system and any other public facility to which Landlord or the Property are subject to. The term “ Taxes ” shall mean any general real property tax, improvement tax, assessment, special assessment, reassessment, levy, charge,

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penalty or similar imposition whatsoever imposed by any authority having the direct or indirect power to tax, including but not limited to, (a) any city, county, state or federal entity, (b) any school, agricultural, lighting, drainage or other improvement or special assessment district, (c) any agency, or (d) any private entity having the authority to assess the Property pursuant to the Permitted Encumbrances. Taxes shall also include (i) all charges or burdens of whatsoever kind and nature incurred in the use, occupancy, ownership, operation, leasing or possession of the Property, without particularizing by any known name and whether any of the foregoing be general, special, ordinary, extraordinary, foreseen or unforeseen, (ii) any tax or charge for fire protection, street lighting, streets, sidewalks, road maintenance, refuse, sewer, water or other services provided to the Property, and (iii) all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any appeal or contest of Taxes by Landlord pursuant to Section 4.8 below.

3.2 Excess Operating Expenses

“ Excess Operating Expenses ” shall mean any Operating Expenses (i) due and payable by Landlord and (ii) contemplated by Section 3.1 above, but not specifically addressed on Exhibit C or the amount of Operating Expenses that exceeds, on a line item basis, the amount of Operating Expenses set forth on Exhibit C.

3.3 Tenant’s Prorata Share of Excess Operating Expenses .

“ Tenant’s Prorata Share of Excess Operating Expenses ”    (based on the rentable square footage of the Premises divided by 61,975 the total rentable square footage of the Building), shall mean 72% of the Excess Operating Expenses for the applicable calendar year. Landlord agrees to credit Tenant $1,940 per month for SLM’s office electrical use and the cost of the electricity usage for Landlord’s data center, as shown on the UPS amp meter located on the Premises, against Tenant’s Prorata Share of Excess Operating Expenses for the Electric and N. Gas line items outlined Exhibit C. These two credits are estimates and may be adjusted from time to time based on varying electric loads.

ARTICLE 4

OPERATING EXPENSES—PAYMENT

4.1 Payment of Excess Operating Expenses     Tenant covenants and agrees to pay during the Term, as Additional Rent, Tenant’s Prorata Share of Excess Operating Expenses, which are due and payable during any calendar year of the Term. Tenant’s Prorata Share of Excess Operating Expenses due and payable during the calendar year in which the Lease commences or terminates shall be prorated as of the Commencement Date or termination date, as applicable, based upon the number of days of the Term within said calendar year compared to three hundred sixty-five (365) days.

4.2 Estimation of Tenant’s Prorata Share of Excess Operating Expenses     Landlord may estimate for each calendar year of the Term (a) Excess Operating Expenses, (b) Tenant’s Prorata Share of Excess Operating Expenses and (c) monthly Additional Rent attributable to Tenant’s Prorata Share of Excess Operating Expenses. Said estimates shall be in writing and shall be delivered to Tenant at the addresses if specified in the Basic Terms.

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4.3 Payment of Estimated Prorata Share of Excess Operating Expenses     Tenant shall pay, as Additional Rent, the estimated amount of Excess Operating Expenses for each calendar year of the Term in monthly installments, in advance, on the first day of each month during such calendar year. In the event that said estimates are delivered to Tenant after the first day of January of the applicable calendar year, said estimated amount shall be payable as Additional Rent upon demand by Landlord.

4.4 Re-Estimation of Tenant’s Prorata Share of Excess Operating Expenses     From time to time during any calendar year of the Term, Landlord may re-estimate the amount of Excess Operating Expenses and Tenant’s Prorata Share of Excess Operating Expenses. In such event, Landlord shall also re-estimate the monthly Additional Rent attributable to Tenant’s Prorata Share of Excess Operating Expenses for such calendar year in an amount sufficient to pay the re-estimated amount over the balance of such calendar year after giving credit for payments made by Tenant on the previous estimate. Such re-estimate shall be delivered to Tenant in writing in the manner specified in Section 4.2. Tenant shall pay said re-estimated amount upon demand by Landlord.

4.5 Confirmation of Tenant’s Prorata Share of Excess Operating Expenses     After the end of each calendar year of the Term, Landlord shall determine the actual amount of Excess Operating Expenses and Tenant’s Prorata Share of Excess Operating Expenses for such expired calendar year and deliver a written statement of the amount thereof to Tenant no later than 30 days following the last day of Landlord’s fiscal year. If for any calendar year Tenant paid less than the amounts specified in said certification, Tenant shall pay the unpaid portion of the same within ten (10) days after receipt of such certification.

4.6 [Reserved]

4.7 Personal Property Taxes     Tenant shall pay, prior to delinquency, all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant. Tenant shall use its best efforts to have such trade fixtures, furnishings, equipment and personal property taxed separately from the Property. If any of Tenant’s trade fixtures, furnishings, equipment and personal property is taxed with the Property, Tenant shall pay Landlord for such taxes within fifteen (15) days after Tenant receives a written statement from Landlord for the same.

4.8 Landlord’s Right to Contest Taxes     Landlord shall have the right, but not the obligation, to contest the amount or validity, in whole or in part, of any of the Taxes. All reasonable costs incurred in connection with any such contests by Landlord including, without limitation, reasonable, actual fees and expenses of tax consultants and attorneys, shall be included in Operating Expenses.

4.9 [RESERVED]

4.10 Additional Services, Utilities, Maintenance, Repairs and Replacements     The costs of all other services or utilities including but not limited to, DI water usage, acid waste neutralization, maintenance, consumables, repairs and replacements to systems in or about the Premises or Property used by Tenant and refuse removal, dumpster and

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janitorial services (to the extent Tenant’s use exceeds the normally scheduled service) shall be borne solely by Tenant. Tenant shall reimburse Landlord quarterly or monthly for the same as Additional Rent upon demand by Landlord.

ARTICLE 5

USE

5.1 Permitted Use     Tenant may use the Premises for general office and photovoltaic R&D purposes only and for no other purpose. Tenant shall not use the Property, or knowingly permit the Property to be used, in violation of any Laws (as defined in Section 5.4) or in any manner which would (a) violate any certificate of occupancy affecting the Property, (b) make void or voidable any insurance now or hereafter in force with respect to the Property, (c) cause structural injury to the Property, (d) cause the value or usefulness of the Property or any portion thereof to substantially diminish (reasonable wear and tear excepted), or (e) constitute a public or private nuisance or waste. Promptly upon discovery of any prohibited use, Tenant will take all necessary steps to discontinue such use.

5.2 Acceptance of Premises .    Tenant acknowledges that neither Landlord, nor any agent, contractor or employee of Landlord has made any representation or warranty of any kind whatsoever with respect to the Premises or the Building, specifically including but not limited to, suitability or fitness for any particular purpose.

5.3 Increased Insurance     Tenant shall not, without Landlord’s prior written consent, do or permit to be done anything which will (a) increase the premium of any insurance policy maintained by Landlord covering the Premises or the Property, (b) cause a cancellation of or be in conflict with any such insurance policy; (c) result in a refusal by any insurance company in good standing to issue or continue any such insurance in amounts satisfactory to Landlord; or (d) subject Landlord to any liability or responsibility for injury to any person or property by reason of any operation in the Premises or use of the Property. Tenant shall, at Tenant’s expense, comply with all rules, orders, regulations and requirements of insurers and of the American Insurance Association or any other organization performing a similar function. Tenant shall promptly, upon demand, reimburse Landlord for any additional premium charges for such policy or policies caused by reason of Tenant’s failure to comply with the provisions of this section, it being understood that demand for reimbursement shall not be Landlord’s exclusive remedy.

5.4 Laws, Rules and Regulations     Tenant acknowledges that this Lease is subject and subordinate to all liens, easements, declarations, encumbrances, deeds of trust, reservations, restrictions and other matters affecting the Property (the “ Permitted Encumbrances ”) and any law, regulation, rule, order or ordinance of any governmental entity, applicable to the Property or the use or occupancy thereof in effect on or after the Effective Date (the “ Laws ”) or any of the Rules and Regulations (as defined below) promulgated by Landlord. Tenant shall not violate any Permitted Encumbrances, Laws or Rules and Regulations. Tenant shall, upon Landlord’s request, complete, execute and deliver any confirmation, certificate or document requested by Landlord.

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5.5 Common Areas     Landlord hereby grants to Tenant the non-exclusive right, together with all other occupants of the Building and their agents, employees and invitees, to use the parking areas, driveways, lobby areas and other common areas of the Property designated by Landlord from time to time (the “ Common Area ”). Landlord shall have the sole and exclusive control of the Common Area, as well as the right to make changes to the Common Area. Landlord’s rights shall include, but not be limited to, the right to (a) restrain the use of the Common Area by unauthorized persons; (b) place permanent or temporary kiosks, displays, carts or stands in the Common Area and to lease same to tenants; (c) temporarily close any portion of the Common Area (i) for repairs, improvements or alterations, (ii) to discourage unauthorized use, (iii) to prevent dedication or an easement by prescription, or (iv) for any other reason deemed sufficient in Landlord’s judgment; (d) change the shape and size of the Common Area, add, eliminate or change the location of any improvements located on the Common Area and construct buildings on the Common Area, provided that any such changes shall not materially and adversely affect Tenant’s use of the Common Area; and (e) impose Laws concerning use of the Common Area, including the right to exclude Tenant, its agents, employees and invitees, from parking in designated portions of the parking facilities comprising a portion of the Common Area.

5.6 Parking .    Tenant’s shall have a right to four unreserved parking spaces for every 1000 rentable square feet rented under this Lease,which spaces shall be located in the Common Area. Such parking spaces shall be provided to Tenant at no charge throughout the Term of this Lease. Tenant agrees that its use of such parking facilities shall not exceed the number of spaces provided in this Section 5.6.

5.7 Americans with Disabilities Act     Landlord makes no representations or warranties that the Property complies with the Americans with Disabilities Act of 1990, as amended (the “ ADA ”). Tenant shall be responsible for any corrections to any violation of the ADA within the Premises or Property as a result of Tenant Alterations.

ARTICLE 6

HAZARDOUS MATERIALS

6.1 Compliance with Hazardous Materials Laws     With the exception of the Permitted Substances specified in Exhibit B , Tenant shall not cause or permit any hazardous materials or hazardous substances (as addressed in any applicable state, federal or local environmental Laws) to be brought upon, released, stored, kept, used or disposed on the Premises, Building, Land or Property by Tenant, its agents, employees, contractors or invitees, except for de minimis amounts of materials, such as copying machine fluids, which are customary for general office use and which are present in the Premises strictly in compliance with all applicable Laws.

6.2 Indemnification     Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and protect Landlord against, and hold Landlord free and

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harmless from, any and all claims, liabilities, damages, costs, penalties, forfeitures, losses or expenses (including attorneys’ fees and the costs and expenses of enforcing this indemnity) (the “ Claims ”) for death or injury to any person or damage to any property whatsoever arising or resulting in whole or in part, directly or indirectly, from the presence, treatment, storage, transportation, disposal, release or management of hazardous materials or substances resulting from or in any way related to Tenant’s use or occupancy of the Premises. Tenant’s obligations hereunder shall include, without limitation and whether foreseeable or unforeseeable, the costs of (a) any required or necessary repair, clean-up, detoxification or decontamination of the Property, (b) the implementation of any closure, remediation or other required action in connection therewith (c) any penalties or costs imposed on Landlord by any third party and (d) any costs and fees incurred in the enforcement of the indemnity action. The obligations of Tenant under this section shall survive the expiration or other termination of this Lease.

ARTICLE 7

SERVICES

7.1 Landlord’s Obligations. Landlord shall provide the following services, the cost of which shall be deemed Operating Expenses:

7.1.1 Janitorial Service . Nightly Janitorial services on Monday through Friday in the Premises, including cleaning, upkeep, trash removal, vacuuming, maintenance of towels, tissue and other restroom supplies and such other work as is customarily performed in connection with nightly Janitorial services in office complexes similar in construction, location, use and occupancy to the Property.

7.1.2 Utilities     Electrical energy for lighting and operation of office machines, air conditioning and heating as required for general office use and photovoltaic R&D purposes during the hours specified in subsection 7.1.3. The electrical energy provided will be sufficient for operation of personal computers and other equipment of similar low electrical consumption, and for customary fluorescent office lighting but will not be sufficient for main frame computers, computer rooms or for non-standard lighting. Tenant shall not use any equipment or lighting requiring electrical energy in excess of the above standards without receiving Landlord’s prior written consent, which consent shall not be unreasonably withheld but may be conditioned upon Tenant paying all costs of installing the equipment and facilities necessary to furnish such excess energy and an amount equal to the average cost per unit of electricity for the Building applied to the excess use as determined by an engineer selected by Landlord. All standard lighting bulbs, tubes, ballasts and starters within the Premises shall be replaced by Landlord as an Operating Expense. Any non-standard lighting bulbs, tubes, ballasts and starters within the Premises shall be replaced by Tenant. Tenant will pay actual building meter charges less credits given for Landlord’s data room electricity and SLM’s office electricity as described in section 3.3

7.1.3 Heating and Air Conditioning .    Heat and air conditioning, sufficient to maintain comfortable temperatures in Landlord’s judgment, Monday through Friday from 8:00 a.m. to 6:00 p.m. This is the current energy management schedule, however, since tenant is responsible for actual utility costs, different schedules will be set as requested by tenant.

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7.1.4 Water .    Hot and cold water from the standard building outlets for lavatory, restroom and drinking purposes. Special water requests such as DI will be handled on a project request basis. Maintenance and consumables for such systems will be the responsibility of the Tenant.

7.1.5 Other Provisions Relating to Services .    No interruption in, or temporary stoppage of, any of the aforesaid services shall be deemed an eviction or disturbance of Tenant’s use and possession, relieve Tenant from any obligation herein set forth or render Landlord liable for damages or abatement of rent.

7.1.6 Effects on Utilities .    Tenant shall not, without the prior written consent of Landlord, use any apparatus or device in or about the Premises which causes substantial noise or vibration. Tenant shall not connect any apparatus or device to electrical current or water except through the electrical and water outlets installed as part of the Landlord’s Improvements or Tenant Improvements.

ARTICLE 8

MAINTENANCE AND REPAIR

8.1 Landlord’s Obligations     Except as otherwise provided in this Lease, Landlord shall repair and maintain the following in good order, condition and repair: (a) the foundations, exterior walls and roof of the Building, (b) the electrical, mechanical, plumbing, heating and air conditioning systems, facilities and components located in the Building which are concealed and used in common by all tenants of the Property and (c) the Common Area. Landlord shall also maintain and repair plate glass and the exterior surfaces of walls that are adjacent to Common Area, unless such maintenance and repair becomes necessary in whole or in part due to (i) the negligence of Tenant, its employees, agents, customers, licensees or invitees in or about the Premises or Property, or (ii) damage caused by breaking and entering into the Premises. The cost of Landlord’s repair and maintenance hereunder shall be included in Operating Expenses. Neither Base Rent nor Additional Rent shall be reduced, nor shall Landlord be liable, for loss or injury to or interference with property, profits or business arising from or in connection with any such repairs or maintenance.

8.2 Tenant’s Obligations     Tenant, at Tenant’s sole cost and expense, shall keep and maintain the Premises (including all non-structural interior portions, systems and equipment; interior surfaces of exterior walls, interior moldings, partitions and ceilings; and interior electrical, lighting and plumbing fixtures) in as good order, condition and repair as they were on the Commencement Date, reasonable wear and tear and damage from fire and other casualties excepted.

In the event that compliance with any Laws is required, which is due in whole or in part to Tenant’s specific use of the Premises (as opposed to general office use) and/or Tenant’s specific actions or inactions with respect to the Premises, the cost of compliance shall be Tenant’s sole responsibility. Likewise, in the event any governmental authority requires any alterations to the Building or the Premises as a result of Tenant’s particular use of the Building or as a result of any alterations to the Premises by Tenant, Tenant shall be obligated for the cost of

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all such alterations. In the event such alterations involve the structural, mechanical, electrical, life safety or heating and air conditioning systems of the Building (“Structural Alterations”), Landlord shall have a right to reject the performance of such alterations. If Landlord consents to such alterations, Landlord shall make such repairs after Tenant deposits with Landlord an amount sufficient to pay for the cost thereof. In the event the alterations are not Structural Alterations, Tenant shall make the repairs, at Tenant’s sole cost and expense, subject to the requirements of Article 9 below.

Tenant shall keep the Premises in a neat and sanitary condition and shall not commit any nuisance or waste on the Premises or in, on or about the Property. All uninsured damage or injury to the Premises or to the Property caused by Tenant installing, removing or transporting any furniture, fixtures, equipment or other property of Tenant, its agents, contractors, servants or employees shall be repaired, restored and replaced promptly by Tenant at its sole cost and expense to the satisfaction of Landlord. Tenant shall be solely responsible for, shall indemnify, protect and defend Landlord against and hold Landlord harmless from, any penetrations or perforations of the roof or exterior walls to the Building caused by Tenant. It is the intention of Landlord and Tenant that Tenant shall maintain the Premises in a first-class and fully operative condition. All repairs made by Tenant shall be at least equal in quality and workmanship to the original work and shall be made by Tenant in accordance with all Laws. The maintenance obligations of Tenant shall apply even if Tenant has vacated the Premises.

8.3 Tenant’s Waiver of Claims Against Landlord     Except as otherwise expressly provided in Exhibit “D” or elsewhere in this Lease, Landlord shall not be required to furnish any services or facilities, or make any repairs or alterations, in, about or to the Premises or the Property.

ARTICLE 9

CHANGES AND ALTERATIONS

9.1 Landlord Approval     Tenant shall not make any alterations, additions or improvements involving either (a) the structural, mechanical, electrical, plumbing, fire/life safety, heating, ventilating or air conditioning systems of the Building, or (b) any portion of the Property outside of the interior of the Premises. In addition, Tenant shall not make any other alterations, additions or improvements to the Premises or Property (the “ Alterations ”) without Landlord’s prior written consent, which consent Landlord may grant, withhold or condition in its discretion. Along with any request for Landlord’s consent and before commencement of the Alterations or delivery of any materials to be used in the Alterations, Tenant shall furnish Landlord with plans and specifications, and names and addresses of prospective contractors. All Alterations shall be constructed (a) promptly by a contractor approved in writing by Landlord in its sole discretion, (b) in a good and workmanlike manner, (c) in compliance with all applicable Laws, (d) with FM Global, and (e) in accordance with all orders, rules and regulations of the Board of Fire Underwriters where the Premises are located or any other body exercising similar functions.

9.2 Tenant Responsibility for Cost and Insurance     Tenant shall pay the cost and expense of all Alterations, including a 10% management fee for Landlord’s

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review, inspection and engineering time and for any painting, restoring or repairing of the Premises or the Building occasioned by the Alterations. Prior to commencement of construction of the Alterations, Tenant shall deliver the following in form and amount satisfactory to Landlord: (a) demolition and/or lien and completion bonds, (b) builder’s all risk insurance, (c) commercial general liability insurance insuring against construction related risks and copies of contracts and all necessary permits and licenses.

9.3 Construction Obligations and Ownership Tenant shall permit Landlord to inspect construction of the Alterations. Upon completion of the Alterations, Tenant shall furnish Landlord with contractor affidavits, unconditional lien releases, full and final waivers of liens (in form satisfactory, under applicable Laws, to extinguish all lien rights) and receipted bills covering all labor and materials expended and used in connection with the Alterations. Tenant shall promptly remove any Alterations constructed and restore the Premises or Property to its original condition prior to or at expiration as directed by Landlord. Unless otherwise directed by Landlord or otherwise provided for herein, all Alterations made or installed by Tenant shall become the property of and be surrendered to Landlord upon termination of this Lease without payment therefor by Landlord.

9.4 Liens     Tenant shall keep the Premises free from any mechanics’, materialmen’, designers’ or other liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. If any such liens are filed and Tenant does not provide for release of the same of record, or provide Landlord with a bond or other surety satisfactory to Landlord protecting Landlord and the Property against such liens, within thirty (30) days after such filing, Landlord may without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligations hereunder, cause such liens to be released by any means it shall deem proper, including payment of the claim giving rise to such lien or posting a bond to cause the discharge of such lien. In such event, all amounts paid by Landlord shall immediately be due and payable by Tenant as Additional Rent.

NOTHING IN THIS LEASE SHALL BE DEEMED TO BE, OR CONSTRUED IN ANY WAY AS CONSTITUTING, THE CONSENT OR REQUEST OF LANDLORD, EXPRESSED OR IMPLIED, BY INFERENCE OR OTHERWISE, TO ANY PERSON, FIRM OR CORPORATION FOR THE PERFORMANCE OF ANY LABOR OR THE FURNISHING OF ANY MATERIALS FOR ANY CONSTRUCTION, REBUILDING, ALTERATION OR REPAIR OF OR TO THE PREMISES OR ANY PART THEREOF, NOR AS GIVING TENANT ANY RIGHT, POWER OR AUTHORITY TO CONTRACT FOR OR PERMIT THE RENDERING OF ANY SERVICES OR THE FURNISHING OF ANY MATERIALS WHICH MIGHT IN ANY WAY GIVE RISE TO THE RIGHT TO FILE ANY LIEN AGAINST THE BUILDING OR LANDLORD’S INTEREST IN THE PREMISES. TENANT SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN THE PREMISES ON BEHALF OF TENANT THAT THIS LEASE SPECIFICALLY PROVIDES THAT THE INTEREST OF LANDLORD IN THE PREMISES SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS MADE BY TENANT, AND NO MECHANIC’S LIEN OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES, MATERIALS, SUPPLIES, MACHINERY, FIXTURES OR EQUIPMENT SHALL ATTACH TO OR AFFECT THE STATE OR INTEREST OF LANDLORD IN AND TO THE PREMISES, THE BUILDING, OR ANY

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PORTION THEREOF. IN ADDITION, LANDLORD SHALL HAVE THE RIGHT TO POST AND KEEP POSTED AT ALL REASONABLE TIMES ON THE PREMISES ANY NOTICES WHICH LANDLORD SHALL BE REQUIRED SO TO POST FOR THE PROTECTION OF LANDLORD AND THE PREMISES FROM ANY SUCH LIEN. TENANT AGREES TO PROMPTLY EXECUTE SUCH INSTRUMENTS IN RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF FLORIDA STATUTE 713.10.

9.5 Indemnification     Tenant hereby agrees to indemnify, protect and defend Landlord against, and hold Landlord and the Property harmless from, any liability, cost, obligation, expense (including without limitations reasonable attorneys’ fees and expenses incurred in enforcing this indemnity), relating to or arising out of any mechanics’, materialmen’, designers’ or other liens in any manner relating to or arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant.

ARTICLE 10

RIGHTS RESERVED BY LANDLORD

10.1 Landlord’s Entry     Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant to enter the Premises to: (a) inspect the Premises; (b) show the Premises to prospective purchasers, mortgagees, tenants and underlying landlords; or (c) otherwise exercise and perform Landlord’s rights and obligations under this Lease. In the case of an emergency, Landlord and/or its authorized representatives may enter the Premises at any time using any and all means which Landlord may deem proper. Entry into the Premises by Landlord in the event of any emergency shall not be construed as a forcible or unlawful entry into, or detainer of, the Premises or as an eviction of Tenant from the Premises or any portion thereof.

Tenant shall permit Landlord (or its designees) to erect, use, maintain, replace and repair pipes, cables, conduits, plumbing and vents, and telephone, electric and other wires or other items, in, to and through the Premises, as and to the extent that Landlord may now or hereafter deem necessary or appropriate for the proper operation and maintenance of the Building.

10.2 Landlord’s Cure     If Tenant shall default in the performance of its obligations under this Lease and if such default is not cured within the applicable periods provided in Article 15, Landlord may but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, within ten (10) days after delivery by Landlord to Tenant of statements therefor, sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant’s defaults. If there are any outstanding monetary obligations of Tenant under this Lease attributable to the period prior to the expiration or termination of this Lease, such obligations shall survive the termination or expiration of this Lease and such amount shall be payable to Landlord within ten (10) days after receipt of notice therefor from landlord.

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ARTICLE 11

INSURANCE

11.1 Landlord’s Casualty Insurance Obligations     Landlord shall keep the Property insured for the benefit of Landlord, its lenders and agents, in an amount in Landlord’s sole discretion which may include:

(a) loss or damage by fire; and

(b) such other risk or risks which are customarily covered with respect to buildings and improvements similar in construction, general location, use, occupancy and design to the Property, including but not limited to windstorms hail, explosion, vandalism, malicious mischief civil commotion and such other coverage as Landlord may deem appropr