STANDARD OFFICE LEASE

Exhibit 10.1

STANDARD OFFICE LEASE

ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership,

AND

ARUBA NETWORKS, INC.,
a Delaware corporation,

SUITE 100

1344 Crossman Avenue

TABLE OF CONTENTS

				Page
ARTICLE 1		BASIC LEASE PROVISIONS			1
ARTICLE 2		TERM/PREMISES/MUST TAKE SPACE			2
(a)		Term			2
(b)		Must Take Space			2
(c)		Premises			3
ARTICLE 3		RENTAL			3
(a)		Basic Rental			3
(b)		Direct Costs			3
(c)		Definitions			3
(d)		Determination of Payment			6
(e)		Audit Right			7
ARTICLE 4		SECURITY DEPOSIT			7
ARTICLE 5		HOLDING OVER			8
ARTICLE 6		OTHER TAXES			8
ARTICLE 7		USE			9
ARTICLE 8		CONDITION OF PREMISES			9
ARTICLE 9		REPAIRS AND ALTERATIONS			10
(a)		Landlord’s Obligations			10
(b)		Tenant’s Obligations			10
(c)		Alterations			11
(d)		Insurance; Liens			11
(e)		Costs and Fees; Removal			11
ARTICLE 10		LIENS			11
ARTICLE 11		PROJECT SERVICES			12
(a)		Basic Services			12
(b)		Excess Usage			12
(c)		Additional Electrical Service			12
(d)		HVAC Balance			12
(e)		Telecommunications			13
(f)		Sole Electrical Representative			13
(g)		Abatement Events			13
ARTICLE 12		RIGHTS OF LANDLORD			14
(a)		Right of Entry			14
(b)		Maintenance Work			14
(c)		Rooftop			14
ARTICLE 13		INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY			15
(a)		Indemnity			15
(b)		Exemption of Landlord from Liability			16
(c)		Security			16
ARTICLE 14		INSURANCE			17
(a)		Tenant’s Insurance			17
(b)		Form of Policies			17
(c)		Landlord’s Insurance			18
(d)		Waiver of Subrogation			18
(e)		Compliance with Law			18
ARTICLE 15		ASSIGNMENT AND SUBLETTING			18
ARTICLE 16		DAMAGE OR DESTRUCTION			20
ARTICLE 17		SUBORDINATION			21
ARTICLE 18		EMINENT DOMAIN			22
ARTICLE 19		DEFAULT			22
(a)		Tenant Default			22
(b)		Landlord Default			23
ARTICLE 20		REMEDIES			23

				Page
ARTICLE 21		TRANSFER OF LANDLORD’S INTEREST			25
ARTICLE 22		BROKER			25
ARTICLE 23		PARKING			25
ARTICLE 24		WAIVER			26
ARTICLE 25		ESTOPPEL CERTIFICATE			26
ARTICLE 26		LIABILITY OF LANDLORD			26
ARTICLE 27		INABILITY TO PERFORM			27
ARTICLE 28		HAZARDOUS WASTE			27
ARTICLE 29		SURRENDER OF PREMISES; REMOVAL OF PROPERTY			28
ARTICLE 30		MISCELLANEOUS			29
(a)		SEVERABILITY; ENTIRE AGREEMENT			29
(b)		Attorneys’ Fees; Waiver of Jury Trial			29
(c)		Time of Essence			30
(d)		Headings; Joint and Several			30
(e)		Reserved Area			30
(f)		NO OPTION			30
(g)		Use of Project Name; Improvements			30
(h)		Rules and Regulations			30
(i)		Quiet Possession			30
(j)		Rent			30
(k)		Successors and Assigns			31
(l)		Notices			31
(m)		Persistent Delinquencies			31
(n)		Right of Landlord to Perform			31
(o)		Changes in Project, Facilities, Name			31
(p)		Signing Authority			31
(q)		Identification of Tenant			31
(r)		Confidentiality			32
(s)		Governing Law			32
(t)		Office of Foreign Assets Control			32
(u)		Financial Statements			33
(v)		Exhibits			33
(w)		Independent Covenants			33
(x)		Counterparts			33
(y)		Furniture			33
(z)		Kitchen Facilities			33
(aa)		Landlord’s Representation			33
ARTICLE 31		OPTION TO EXTEND			34
(a)		Option Right			34
(b)		Option Rent			34
(c)		Exercise of Option			34
(d)		Determination of Market Rent			34
ARTICLE 32		SIGNAGE			35
ARTICLE 33		TERMINATION OPTION			36
Exhibit “A”		Premises
Exhibit “B”		Rules and Regulations
Exhibit “C”		Notice of Term Dates and Tenant’s Proportionate Share
Exhibit “D”		Tenant Work Letter
Exhibit “E”		Must Take Space Furniture Inventory

INDEX

		Page(s)
Abatement Event			13
Abatement Notice			13
Additional Rent			3
Affiliate			20
Affiliated Assignee			20
Alterations			11
Approved Working Drawings		Exhibit D
Architect		Exhibit D
Base, Shell and Core		Exhibit D
Basic Rental			1
Brokers			25
Claims			16
Code		Exhibit D
Commencement Date			1
Communication Equipment			14
Communication Equipment Notice			14
Conditional Termination Notice			21
Construction Drawings		Exhibit D
Contractor		Exhibit D
Control			20
Damage Repair Estimate			20
Direct Costs			4
Dispute Notice			7
Eligibility Period			13
Engineers		Exhibit D
Estimate			6
Estimate Statement			6
Event of Default			23
Excess TI Costs			20
Expiration Date			1
Exterior Signage			35
Final Retention		Exhibit D
Final Space Plan		Exhibit D
Final Working Drawings		Exhibit D
Force Majeure			27
Force Majeure Delays		Exhibit D
Hazardous Material			28
Improvement Allowance		Exhibit D
Improvement Allowance Items		Exhibit D
Improvements		Exhibit D
Initial Installment of Basic Rental			2
Interest Notice			34
Landlord			1
Landlord Coordination Fee		Exhibit D
Landlord Parties			16
Landlord’s Work		Exhibit D
Laws			28
Lease			1
Lease Year			2
Lien Notice			12
Market Rent			34
Monument Signage			35
Mortgages			22
Must Take Commencement Date			2
Must Take Delivery Conditions			2
Must Take Space			2
Must Take Space Furniture			33
Omnivision			2
Omnivision Extension Option			36

		Page(s)
Omnivision Lease			2
Omnivision Notice			36
Operating Costs			4
Option			34
Option Rent			34
Option Rent Notice			34
Option Term			34
Original Tenant			34
Outside Agreement Date			35
Outside Date		Exhibit D
Parking Passes			2
Partnership Tenant			32
Permits		Exhibit D
Permitted Alterations			11
Permitted Use			2
Premises			1
Project			1
Real Property			4
Recapture Notice			20
Review Notice			7
Review Period			7
Rules and Regulations			30
Security Deposit			2
Signage			35
Signage Specifications			35
SNDA			22
Square Footage			1
Statement			6
Tax Costs			4
Tenant			1
Tenant’s Acceptance			34
Tenant’s Agents		Exhibit D
Tenant’s Proportionate Share			2
Term			1
Termination Notice			36
Termination Option			36
Transfer			19
Transfer Premium			19
Transferee			19

STANDARD OFFICE LEASE

     This Standard Office Lease (“ Lease ”) is made and entered into as of the 30 ^th day of November, 2007, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“ Landlord ”), and ARUBA NETWORKS, INC., a Delaware corporation (“ Tenant ”).

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described as Suite No. 100, as designated on the plan attached hereto and incorporated herein as Exhibit “A” (“ Premises ”), of the project (“ Project ”) whose address is 1344 Crossman Avenue, Sunnyvale, California, for the Term and upon the terms and conditions hereinafter set forth, and Landlord and Tenant hereby agree as follows:

ARTICLE 1

BASIC LEASE PROVISIONS

A .		Term :		Three (3) years, unless extended or earlier terminated pursuant to this Lease.
		Commencement Date :		December 1, 2007.
		Expiration Date :		November 30, 2010.
B.		Square Footage :		50,531 rentable square feet as of the date of this Lease. Subject to Article 33 below, upon the Must Take Commencement Date the Premises shall be expanded to include the entire Project consisting of a total of 99,427 rentable square feet.
C.		Basic Rental :

		Annual Basic				Monthly Basic				Monthly Basic Rental Per
Period		Rental				Rental				Rentable Square Foot
Commencement Date — 11/30/2008		$	939,876.60			$	78,323.05	*		$	1.55
12/1/2008 — 6/30/2009			N/A			$	80,849.60	*		$	1.60
7/1/2009 — 11/30/2009			N/A			$	159,083.20	*		$	1.60
12/1/2009 — Expiration Date		$	1,968,654.60			$	164,054.55			$	1.65

D.		Intentionally Deleted
E.		Tenant’s Proportionate Share :		For the period from the Commencement Date until the day preceding the Must Take Commencement Date: 50.82%. For the period from the Must Take Commencement Date to the Expiration Date: 100%.
F.		Security Deposit :		A security deposit of $250,000.00 shall be due and payable by Tenant to Landlord upon Tenant’s execution of this Lease. Such Security Deposit shall be subject to increase as provided in Article 4 below.

G.		Permitted Use :		General office use, computer lab and research and development related to Tenant’s communications business operations, but at all times consistent with the character of the Project.
H.		Brokers :		CPS Corfac International (representing Landlord) and Wayne Mascia Associates (representing Tenant)
I.		Parking Passes :		Tenant shall be entitled to use three point eight (3.8) unreserved parking passes for each 1,000 rentable square feet contained in the Premises, which equals one hundred ninety-two (192) passes as of the Commencement Date and three hundred seventy-eight (378) as of the Must Take Commencement Date, upon the terms and conditions provided in Article 23 hereof.
J.		Initial Installment of Basic Rental :		The first full month’s Basic Rental of
				$78,323.05 shall be due and payable by Tenant to Landlord upon Tenant’s execution of this Lease.

ARTICLE 2

TERM/PREMISES/MUST TAKE SPACE

     (a)  Term . The Term of this Lease shall commence on the Commencement Date as set forth in Article 1.A. of the Basic Lease Provisions and shall end on the Expiration Date set forth in Article 1.A. of the Basic Lease Provisions. Landlord shall deliver possession of the Premises to Tenant upon the Commencement Date and Tenant shall have early entry rights under Section 5.4 of the Tenant Work Letter. For purposes of this Lease, the term “ Lease Year ” shall mean each consecutive twelve (12) month period during the Term, with the first (1 ^st ) Lease Year commencing on the Commencement Date.

     (b)  Must Take Space . Landlord and Tenant acknowledge that the second (2 ^nd ) floor of the Project (the “ Must Take Space ”) consisting of approximately 48,896 rentable square feet is currently subject to a Lease (the “ Omnivision Lease ”) to Omnivision Technologies (“ Omnivision ”). The Omnivision Lease is scheduled to expire on June 30, 2009. Landlord and Tenant hereby agree that subject to Article 33 below, the Premises shall be expanded to include the Must Take Space effective as of the date (the “ Must Take Commencement Date ”) that is the later of (i) July 1, 2009, and (ii) the date by which all of the following have occurred (the “ Must Take Delivery Conditions ”): Landlord has delivered the Must Take Space to Tenant in a broom clean condition, free of any personal property of any prior tenants other than cubicles and furniture and in substantially its configuration existing as of the date of this Lease and with the following work to such space to be substantially completed by Landlord at no charge or cost to Tenant: (a) cause all Building-standard lighting within the Must Take Space to be in good working condition, (b) replace damaged and/or stained ceiling tiles throughout the Must Take Space, (c) cause all bathroom fixtures and door handles for the restrooms to be in proper working order, (d) cause all life-safety systems within the Must Take Space to be in good working order, and (e) patch and match finishes within the conference rooms of the Must Take Space where permanent fixtures have been removed (if any). Commencing on the Must Take Commencement Date, Tenant’s lease of the Must Take Space shall be on the same terms and conditions as affect the original Premises throughout the Term, including, without limitation, the same Basic Rental rate (per rentable square foot) as then applies to the original Premises; provided, however, that (A) as indicated in Section 1(E) above, Tenant’s Proportionate Share shall be increased to take into account the additional number of rentable square feet of the Must Take Space, and (B) except for the Must Take Delivery Conditions, the Must Take Space shall be leased to Tenant in its then “as is” condition ( i.e. , Landlord shall not be required to construct any additional improvements in, or contribute any additional Tenant Improvement Allowance for, the Must Take Space and the Tenant Work Letter attached hereto as Exhibit “D” shall not apply to the Must Take Space). The Term for the Must Take Space and Tenant’s obligation to pay rent with respect to the Must Take Space shall commence upon the Must Take Commencement Date and shall expire co-terminously with the Term for the original Premises.

Landlord shall not be liable to Tenant or otherwise be in default hereunder in the event that Landlord is unable to deliver the Must Take Space to Tenant on the projected delivery date thereof due to the failure of Omnivision to timely vacate and surrender to Landlord the Must Take Space, or any portion thereof; provided, however, that Landlord agrees to use its commercially reasonable efforts to enforce its right to possession of such Must Take Space against such other tenant. Promptly after the Must Take Commencement Date has occurred, Landlord and Tenant shall execute an amendment to this Lease adding the Must Take Space to the Premises upon the terms and conditions set forth in this Section 2(b).

     (c)  Premises . Landlord and Tenant hereby stipulate that the Premises (including the Must Take Space) contains the number of square feet specified in Article 1.B. of the Basic Lease Provisions. Landlord may deliver to Tenant a Commencement Letter in a form substantially similar to that attached hereto as Exhibit “C”, which Tenant shall execute and return to Landlord within five (5) days of receipt thereof. Failure of Tenant to timely execute and deliver the Commencement Letter shall constitute acknowledgment by Tenant that the statements included in such notice are true and correct, without exception.

ARTICLE 3

RENTAL

     (a)  Basic Rental . Tenant agrees to pay to Landlord during the Term hereof, at Landlord’s office or to such other person or at such other place as directed from time to time by written notice to Tenant from Landlord, the sums as set forth in Article 1.C. of the Basic Lease Provisions, payable in advance on the first (1 ^st ) day of each calendar month, without demand, setoff or deduction, and in the event this Lease commences or the date of expiration of this Lease occurs other than on the first (1 ^st ) day or last day of a calendar month, the rent for such month shall be prorated based on the actual number of days in each month. Notwithstanding the foregoing, the first full month’s Basic Rental shall be paid to Landlord in accordance with Article 1.J. of the Basic Lease Provisions. If the Must Take Commencement Date is not the first day of a month, Basic Rental for the partial month commencing as of the Must Take Commencement Date shall be prorated based upon the actual number of days in such month and shall be due and payable upon the Must Take Commencement Date.

     (b)  Direct Costs . Tenant shall pay an additional sum for each calendar year equal to the product of the amount set forth in Article 1.E. of the Basic Lease Provisions multiplied by the amount of “Direct Costs.” In the event either the Premises and/or the Project is expanded or reduced, then Tenant’s Proportionate Share shall be appropriately adjusted, and as to the calendar year in which such change occurs, Tenant’s Proportionate Share for such calendar year shall be determined on the basis of the number of days during that particular calendar year that such Tenant’s Proportionate Share was in effect. In the event this Lease shall commence on any date other than the first day of a calendar year or terminate on any date other than the last day of a calendar year, the additional sum payable hereunder by Tenant during the calendar year in which this Lease commences or terminates shall be prorated on the basis of a three hundred sixty five (365) day year; provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, Tenant shall have no obligation to pay any Direct Costs that are fairly allocable to any time period before the Commencement Date (or Must Take Commencement Date with respect to the Must Take Space) or after the expiration or earlier termination of the Term. Any and all amounts due and payable by Tenant pursuant to this Lease (other than Basic Rental) shall be deemed “ Additional Rent ” and Landlord shall be entitled to exercise the same rights and remedies upon default in these payments as Landlord is entitled to exercise with respect to defaults in monthly Basic Rental payments.

     (c)  Definitions . As used herein the term “ Direct Costs ” shall mean the sum of the following:

          (i) “ Tax Costs ”, which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively the “ Real Property ”) or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord’s reasonable legal

fees, costs and disbursements incurred in connection with proceedings for reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues, profits or income derived therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Real Property and imposed upon Landlord, then except to the extent such items are payable by Tenant under Article 6 below, such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term “Direct Costs.” Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tax Costs shall not include and Tenant shall have no obligation to pay any of the following tax or assessment expenses: (A) estate, inheritance, transfer, gift or franchise taxes of Landlord or any federal, state or local income, sales or transfer tax, (B) penalties and interest, other than those attributable to Tenant’s failure to comply timely with its obligations pursuant to this Lease, (C) increases in Tax Costs (whether increases result from increased rate, valuation, or both) attributable to additional improvements to the Project unless constructed for Tenant’s primary benefit or for the common benefit of Tenant and other tenants in the Project, and (D) any Tax Costs in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the longest allowable term. In the event that Tenant shall desire in good faith to contest or otherwise review by appropriate legal or administrative proceedings any Tax Costs, Tenant may do so, provided that Tenant shall not be entitled to withhold any Tax Costs pending such contest and Tenant shall indemnify, defend and hold Landlord and the Landlord Parties harmless from any and all claims, actions, costs, expenses and liabilities arising from any such contest by Tenant. At the request of Tenant, Landlord shall reasonably cooperate with Tenant in any such contest. Upon written request, Landlord shall supply to Tenant all tax bills and other correspondence from any governmental agency relating to any Tax Costs that Tenant is obligated to pay, and Tenant shall have the right to inspect and copy Landlord’s books and records at Tenant’s expense upon reasonable notice to the extent such books and records relate to a determination of the amount of Tax Costs due or being contested by Landlord or Tenant. If for any reason, Tax Costs for any year during the Term are reduced refunded or otherwise changed, Tenant’s Direct Costs shall be adjusted accordingly. The obligations of Landlord to refund any overpayment of Direct Costs shall survive the expiration or earlier termination of this Lease.

          (ii) “ Operating Costs ”, which shall mean all costs and expenses incurred by Landlord in connection with the maintenance, operation, replacement, ownership and repair of the Project, the equipment, the intrabuilding cabling and wiring, malls and landscaped and other common areas and the parking structure, areas and facilities of the Project, determined in accordance with sound, generally accepted real estate accounting principles consistently applied. Operating Costs shall include but not be limited to, salaries, wages, medical, surgical and general welfare benefits and pension payments, payroll taxes, fringe benefits, employment taxes, workers’ compensation, uniforms and dry cleaning thereof for all persons who perform duties connected with the operation, maintenance and repair of the Project, its equipment, the intrabuilding cabling and wiring and the common areas, including janitorial, gardening, security, parking, operating engineer, elevator, painting, plumbing, electrical, carpentry, heating, ventilation, air conditioning and window washing; hired services; accountant’s fees incurred in the preparation of rent adjustment statements; legal fees; real estate tax consulting fees; personal property taxes on property used in the maintenance and operation of the Project; fees, costs, expenses or dues payable pursuant to the terms of any covenants, conditions or restrictions or owners’ association pertaining to the Project; capital expenditures incurred to effect economies of operation of the Project where the economies reasonably expected to be achieved each year are in excess of the reasonably expected annual amortized cost of such expenditure and capital expenditures required by government regulations, laws, or ordinances not in effect as of the Commencement Date including, but not limited to the Americans with Disabilities Act; provided, however, that any such permitted capital expenditure shall be amortized (with interest at ten percent (10%) per annum) over its useful life; the cost of all charges for electricity, gas, water and other utilities furnished to the Project, including any taxes thereon; the cost of all charges for fire and extended coverage, liability and all other insurance in connection with the Project carried by Landlord; the cost of all building and cleaning supplies and materials; the cost of all charges for cleaning, maintenance and service contracts and other services with independent contractors and administration fees; a property management fee not to exceed four percent (4%) of the aggregate gross receipts collected by Landlord for the Project each year (which fee may be imputed if Landlord has internalized management or otherwise acts as its own property

manager) and license, permit and inspection fees relating to the Project. If the Omnivision Lease has been terminated and all of the Must Take Space has not been leased to a third party, then for the portion of any Lease Year in which such vacancy exists, Operating Costs that vary with the level of occupancy shall be adjusted to reflect the Operating Costs of the Project as though ninety-five percent (95%) were occupied at all times, and the increase or decrease in the sums owed hereunder shall be based upon such Operating Costs as so adjusted; provided, however, that in no event shall such gross-up result in Landlord recovering more than one hundred percent (100%) of Operating Costs for any such item that is so grossed-up.

     Notwithstanding anything above to the contrary, Operating Costs shall not include (1) the cost of providing any service directly to and paid directly by any tenant (outside of such tenant’s Direct Cost payments) such as where a Tenant directly contracts for electric power or other utilities with the local public services company, provided that in each such case, Landlord shall have the right to “gross up” such item as if such space was vacant; (2) the cost of any items for which Landlord is reimbursed by insurance proceeds, condemnation awards, a tenant of the Project (outside of such tenant’s Direct Cost payments), or otherwise to the extent so reimbursed; (3) any real estate brokerage commissions or other costs incurred in procuring tenants, or any fee in lieu of commission; (4) amortization of principal and interest on mortgages or ground lease payments (if any); (5) costs of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied except as expressly included in Operating Costs pursuant to the definition above; (6) 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 any law, code, regulation, ordinance or the like; (7) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord (other than in the parking facility for the Project); (8) costs incurred in connection with upgrading the Project to comply with disability, life, seismic, fire and safety codes, ordinances, statutes, or other laws in effect prior to the Commencement Date, including, without limitation, the then applicable requirements of the Americans with Disabilities Act, including penalties or damages incurred due to such non-compliance; (9) bad debt expenses and interest, principal, points and fees on debts (except in connection with the financing of items which may be included in Operating Costs); (10) marketing costs, including those costs described in (3) above, attorneys’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Project, including attorneys’ fees and other costs and expenditures incurred in connection with disputes with present or prospective tenants or other occupants of the Project; (11) costs, including permit, license and inspection costs, incurred with respect to the installation of other tenants’ or occupants’ improvements made for tenants or other occupants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants in the Project; (12) any costs expressly excluded from Operating Costs elsewhere in this Lease; (13) costs of any items (including, but not limited to, costs incurred by Landlord for the repair of damage to the Project) to the extent Landlord receives reimbursement from insurance proceeds or from a third party (except that any deductible amount under any insurance policy shall be included within Operating Costs, but to the extent that any such deductible exceeds $50,000.00, such excess amount shall be amortized over the useful life of the applicable repair or replacement determined in accordance with generally accepted real estate accounting principles); (14) rentals and other related expenses for leasing an HVAC system, elevators, or other items (except when needed in connection with normal repairs and maintenance of the Project) which if purchased, rather than rented, would constitute a capital improvement not included in Operating Costs pursuant to this Lease; (15) depreciation, amortization and interest payments, except as specifically included in Operating Costs pursuant to the terms of this Lease and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (16) expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Project, without charge; (17) costs incurred in connection with the operation of retail stores selling merchandise and restaurants in the Project to the extent such costs are in excess of the costs Landlord reasonably estimates would have been incurred had such space been used for general office use; (18) costs (including in connection therewith all attorneys’ fees and

costs of settlement, judgments and/or 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 Project, other than such claims or disputes respecting any services or equipment used in the operation of the Building by Landlord; (19) costs associated with the operation of the business of the partnership which constitutes Landlord as the same are distinguished from the costs of operation of the Project; (20) costs incurred in connection with the original construction of the Project; (21) costs of correcting defects in or inadequacy of the initial design or construction of the Project; (22) costs incurred to comply with laws relating to the removal of any “Hazardous Material,” as that term is defined in Article 28 of this Lease; (23) salaries and benefits of employees above the grade of portfolio manager (provided that such portfolio manager’s salaries and benefits shall be divided on a prorata basis among the buildings that he or she is responsible for), or of officers, executives and partners of Landlord; (24) Landlord’s general corporate overhead and general and administrative expenses and any overhead and/or profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services in the Project to the extent the same exceed the amount which would generally be expected to be the cost of such services charged by comparably qualified unaffiliated third parties; (25) any amount payable by Landlord for damages or which constitute a fine or penalty (including interest or penalties for late payment unless Tenant’s late payment resulted in such interest or penalty); and (26) any costs, including fines, penalties and legal fees incurred due to violations by Landlord, its employees, agents or contractors of any Law or the terms and conditions of any contract pertaining to the Project.

     (d)  Determination of Payment .

          (i) Landlord shall give Tenant a yearly expense estimate statement (the “ Estimate Statement ”) which shall set forth Landlord’s reasonable estimate (the “ Estimate ”) of what the total amount of Direct Costs for the then-current calendar year shall be. The failure of Landlord to timely furnish the Estimate Statement for any calendar year shall not preclude Landlord from subsequently enforcing its rights to collect any Direct Costs under this Article 3, once such amount has been determined by Landlord. Tenant shall pay, with its next installment of Monthly Basic Rental due (but in no event sooner than thirty (30) days after delivery of the Estimate), a fraction of the Estimate for the then-current calendar year (reduced by any amounts paid pursuant to the last sentence of this Section 3(d)(i)). Such fraction shall have as its numerator the number of months which have elapsed in such current calendar year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the Monthly Basic Rental installments, an amount equal to one-twelfth (1/12) of the total estimated Direct Costs set forth in the previous Estimate delivered by Landlord to Tenant.

          (ii) In addition, Landlord shall endeavor to give to Tenant as soon as reasonably practicable following the end of each calendar year, a statement (the “ Statement ”) which shall state the Direct Costs incurred or accrued for such preceding calendar year. Upon receipt of the Statement for each calendar year during the Term, if amounts paid by Tenant based on the Estimates are less than the actual amount of Direct Costs as specified on the Statement, Tenant shall pay, with its next installment of monthly Basic Rental due (but in no event sooner than thirty (30) days after delivery of the Statement), the full amount of Direct Costs for such calendar year, less the amounts paid during such calendar year based on the Estimate. If, however, the Statement indicates that amounts paid by Tenant based on the Estimate are greater than the actual Direct Costs as specified on the Statement, such overpayment shall be credited against Tenant’s next installments of Basic Rental and Direct Costs or promptly refunded to Tenant if the Lease has terminated. The failure of Landlord to timely furnish the Statement for any calendar year shall not prejudice Landlord from enforcing its rights under this Article 3, once such Statement has been delivered. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Proportionate Share of the Direct Costs for the calendar year in which this Lease terminates, Tenant shall immediately pay to Landlord (or Landlord shall promptly refund to Tenant, as applicable) an amount as calculated pursuant to the provisions of this Section 3(d). The provisions of this Section 3(d)(ii) shall survive the expiration or earlier termination of the Term.

          (iii) If the Project is a part of a multi-building development, those Direct Costs attributable to such development as a whole (and not attributable solely to any individual building therein) shall be allocated by Landlord to the Project and to the other buildings within such development on an equitable basis.

     (e)  Audit Right . Within one hundred twenty (120) days after receipt of a Statement by Tenant (“ Review Period ”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“ Review Notice ”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“ Dispute Notice ”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s expense (except as provided below), by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such Statement and (except in the event of fraud or intentional misrepresentation by Landlord) Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than three percent (3%), then the cost of Tenant’s accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any Direct Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or in equity relating thereto.

ARTICLE 4

SECURITY DEPOSIT

     Tenant has deposited or concurrently herewith is depositing with Landlord the sum set forth in Article 1.F. of the Basic Lease Provisions as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. Upon the Must Take Space Commencement Date, Tenant shall deposit with Landlord an additional Seventy-Eight Thousand One Hundred Nine and 10/100 Dollars ($78,109.10), for a total Security Deposit in the amount of Three Hundred Twenty-Eight Thousand One Hundred Nine and 10/100 Dollars ($328,109.10). If Tenant breaches any provision of this Lease, including but not limited to the payment of rent, and such breach is not cured by Tenant within the applicable notice and cure period, Landlord may use all or any part of this security deposit for the payment of any rent or any other sums in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of said deposit is so used or applied, Tenant shall, within ten (10)  days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its full amount. Tenant agrees that Landlord shall not be required to keep the security deposit in trust, segregate it or keep it separate from Landlord’s general funds, but Landlord may commingle the security deposit with its general funds and Tenant shall not be entitled to interest on such deposit. At the expiration of the Term, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to Tenant’s “Transferee”, as such term is defined in Article 15 below), provided that subsequent to the expiration of this Lease, Landlord may retain from said security deposit (i) an amount reasonably estimated by Landlord to cover potential Direct Cost reconciliation payments due with respect to the calendar year in which this Lease terminates or expires (such amount so retained shall not, in any event, exceed ten percent (10%) of estimated Direct Cost payments due from Tenant for such calendar year through the date of expiration or earlier termination of this Lease and any amounts so retained and not applied to such reconciliation shall be returned to Tenant within thirty (30) days after Landlord’s delivery of the Statement for such calendar year), (ii) any and all amounts reasonably estimated by Landlord to cover the anticipated costs to be incurred by Landlord to remove any signage provided to Tenant under this Lease that has not been removed by Tenant, to remove cabling and other items required to be removed by Tenant

under Section 29(b) below and to repair any damage caused by such removal (in which case any excess amount so retained by Landlord shall be returned to Tenant within thirty (30) days after such removal and repair) that has not been performed by Tenant, and (iii) any and all amounts permitted by law or this Article 4. Notwithstanding anything to the contrary contained in this Article 4, in the event that Tenant, at the expiration of the thirty-fifth (35 ^th ) month of the Lease Term, is not in default of any of its obligations under this Lease, Landlord shall reduce the amount of the Security Deposit by the amount of the monthly Basic Rental due and payable to Landlord for the thirty-sixth (36 ^th ) month of the initial Lease Term and Landlord shall apply such amount against Tenant’s monthly Basic Rental obligation for the thirty-sixty (36 ^th ) month of the initial Lease Term. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified in this Article 4 above, and all of Landlord’s damages under this Lease and California law including, but not limited to, any damages accruing upon termination of this Lease under Section 1951.2 of the California Civil Code and/or those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by any Event of Default.

ARTICLE 5

HOLDING OVER

     Should Tenant, without Landlord’s written consent, hold over after termination of this Lease, Tenant shall, at Landlord’s option, become either a tenant at sufferance or a month-to-month tenant upon each and all of the terms herein provided as may be applicable to such a tenancy and any such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay in advance, monthly, Basic Rental at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last month of the Term of this Lease or Landlord’s then asking rate for comparable space in the Project, whichever is greater, in addition to, and not in lieu of, all other payments required to be made by Tenant hereunder including but not limited to Tenant’s Proportionate Share of any increase in Direct Costs. Nothing contained in this Article 5 shall be construed as consent by Landlord to any holding over of the Premises by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or earlier termination of the Term. If Tenant fails to surrender the Premises upon the expiration or termination of this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from all costs, loss, expense or liability, including without limitation, claims made by any succeeding tenant and real estate brokers claims and attorney’s fees and costs.

ARTICLE 6

OTHER TAXES

     Tenant shall pay, prior to delinquency, all taxes assessed against or levied upon Tenant’s trade fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises. In the event any or all of Tenant’s trade fixtures, furnishings, equipment and other personal property shall be assessed and taxed with property of Landlord, Tenant shall pay to Landlord, within thirty (30) days after delivery to Tenant by Landlord of a written statement setting forth such amount, the amount of such taxes applicable to Tenant’s property. Tenant shall assume and pay to Landlord at the time Basic Rental next becomes due (or if assessed after the expiration of the Term, then within thirty (30) days), any personal property, excise, sales, use, rent, occupancy, garage, parking, gross receipts or other taxes (other than net income taxes) which may be assessed against Tenant’s personal property or business operations in the Premises . In addition to Tenant’s obligation pursuant to the immediately preceding sentence, Tenant shall pay directly to the party or entity entitled thereto all business license fees, gross receipts taxes and similar taxes and impositions which may from time to time be assessed against or levied upon Tenant, as and when the same become due and before delinquency. Notwithstanding anything to the contrary contained herein, any sums payable by Tenant under this Article 6 shall not be included in the computation of “Tax Costs.”

ARTICLE 7

USE

     Tenant shall use and occupy the Premises only for the use set forth in Article 1.G. of the Basic Lease Provisions and shall not use or occupy the Premises or permit the same to be used or occupied for any other purpose without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion, and Tenant agrees that it will use the Premises in such a manner so as not to interfere with or infringe upon the rights of other tenants or occupants in the Project. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances, governmental regulations or requirements now in force or which may hereafter be in force relating to or affecting (i) the condition, use or occupancy of the Premises or the Project (excluding alterations or improvements that are required to be constructed that are not related to Tenant’s particular use of the Premises), and (ii) improvements installed or constructed in the Premises by or for the benefit of Tenant (excluding the Landlord’s Work, the compliance for which Landlord shall be responsible at Landlord’s sole cost). Tenant shall not permit more than six (6) people per one thousand (1,000) rentable square feet of the Premises to occupy the Premises at any time. Tenant shall not do or permit to be done anything which would invalidate or increase (unless Tenant agrees to pay for such increase and Landlord reasonably consents to such actions by Tenant giving rise to such increase) the cost of any fire and extended coverage insurance policy covering the Project and/or the property located therein and Tenant shall comply with all rules, orders, regulations and requirements of any organization which sets out standards, requirements or recommendations commonly referred to by major fire insurance underwriters, and Tenant shall promptly upon demand reimburse Landlord for any additional premium charges for any such insurance policy assessed or increased by reason of Tenant’s failure to comply with the provisions of this Article.

ARTICLE 8

CONDITION OF PREMISES

     Landlord shall cause the base building heating, ventilation and air conditioning, electrical, lighting, plumbing, sewer and life-safety systems and the roof of the Project to be in good working order and condition as of the Commencement Date (and with respect to the Must Take Space, as of the Must Take Commencement Date). In furtherance of the foregoing, Tenant may notify Landlord in writing if any such systems or such roof is not in good working order or condition at any time on or before the date which is sixty (60) days after the Commencement Date (or with respect to the Must Take Space, at any time on or before the date which is sixty (60) days after the Must Take Commencement Date), in which case Landlord shall promptly make any necessary repairs to such systems or roof at no cost or charge to Tenant (as a Direct Cost or otherwise). Without in any way limiting Landlord’s other repair, maintenance, or other obligations under this Lease, Tenant’s failure to so notify Landlord within such sixty (60) day periods shall be deemed to constitute Landlord’s satisfaction of its obligation to cause such items to be in good working order and condition. As indicated in Section 1 of the Tenant Work Letter, prior to the Commencement Date, Landlord shall remove the batteries from the non-functional UPS system in the Premises. The remaining UPS system for the Premises shall be provided in its “as is” condition and notwithstanding anything to the contrary contained in this Lease, Landlord shall have no obligation for maintenance and repair of such system. Subject to and without in any way limiting Landlord’s other repair, maintenance , or other obligations under this Lease, Tenant hereby agrees that except as provided in this Article 8 above or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, without any representations or warranties that are not specifically stated in this Lease, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes (or has voluntarily elected not to do so), and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the suitability of the Premises or Project for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business that is not expressly stated in this Lease and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project (and Landlord’s obligations under this Lease) in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part

hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “ Tenant Improvements ”. Subject to and without in any way limiting Landlord’s repair, maintenance, warranty and other obligations under this Lease, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law.

ARTICLE 9

REPAIRS AND ALTERATIONS

     (a)  Landlord’s Obligations .

          (i) Landlord shall maintain in good condition and repair all of the following: (A) the windows and frames, gutters, and downspouts of the Project; (B) sidewalks, curbs, parking lots, and other common areas; (C) lamp and light bulb replacement (for Project standard lights), (D) the structural portions of the Project, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass, columns, beams, shafts, stairs, stairwells, elevator and elevator cab and common areas, and (E) the mechanical, electrical, life safety, plumbing, sprinkler (if any), heating, ventilating and air-conditioning, and sewage systems servicing the Premises and the Project.

          (ii) Notwithstanding any provision set forth in this Lease to the contrary, if Tenant then leases the entire Project and if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord pursuant to Section 9(a)(i) above (where Tenant’s ability to use the Premises or any material portion thereof for the operation of its business pursuant to the terms of this Lease is materially and adversely impaired or where there is a material and imminent risk to the health or safety of persons) and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in no event greater than thirty (30) days after Landlord’s receipt of such notice (unless the nature of Landlord’s failure to perform reasonably requires more than thirty (30) days to cure, in which event Landlord shall have such longer time as may reasonably be necessary to effect the cure), then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual and reasonable costs in taking such action. In the event Tenant takes such action, and such work will affect the Project systems or the structural integrity of the Project, Tenant shall use only those contractors used by Landlord in the Project for work on such Project systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified, licensed and experienced contractor which normally and regularly performs similar work in comparable buildings. Tenant shall cause any such work to be performed so as to minimize interference with the rights of other occupants of the Project (if applicable). Landlord shall reimburse Tenant for the reasonable costs of Tenant’s performance incurred in accordance with the terms and conditions of this Section 9(a)(ii) within thirty (30) days after Tenant’s submission to Landlord of receipts and invoices therefor (accompanied by reasonably supporting documentation), provided that such costs may be included in Operating Costs to the extent that such repair costs otherwise qualify as Operating Costs pursuant to Section 3(c)(ii) above.

     (b)  Tenant’s Obligations . Except as expressly provided as Landlord’s obligation in this Article 9, and Articles 8, 16 and 18, Tenant shall keep the interior of the Premises in good condition and repair. Subject to Section 14(d) concerning waiver of subrogation rights, all damage or injury to the Premises or the Project resulting from the act or negligence of Tenant, its employees, agents or visitors, guests, invitees or licensees or by the use of the Premises, shall be promptly repaired by Tenant at its sole cost and expense, to the reasonable satisfaction of Landlord; provided, however, that for damage to the Project as a result of casualty or for any repairs that may impact the mechanical, electrical, plumbing, heating, ventilation or air-conditioning systems of the Project, Landlord shall have the right (but not the obligation) to select the contractor (provided that such contractor is available to perform the work at a commercially reasonable cost) and oversee all such repairs. If an Event of Default by Tenant under this Section 9(b) shall occur, Landlord may make the applicable repairs and charge Tenant for the cost thereof, which cost shall be paid by Tenant within thirty (30) days from invoice from Landlord. Tenant shall be responsible for the design and function of all non-standard improvements installed by Tenant in the Premises. Except as expressly

provided in Section 9(a)(ii) above, Tenant waives all rights to make repairs at the expense of Landlord, or to deduct the cost thereof from the rent.

     (c)  Alterations . Tenant shall make no alterations, installations, changes or additions in or to the Premises or the Project (collectively, “ Alterations ”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained herein, Tenant may make Alterations (the “ Permitted Alterations ”), without Landlord’s consent, provided that the aggregate cost of any such alterations does not exceed $50,000.00 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Project, or (iii) affect the exterior appearance of the Project. Tenant shall give Landlord at least thirty (30) days prior notice of such Permitted Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 9. Any Alterations must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the reasonable approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, if applicable, to be prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, if required, and in conformance with Landlord’s reasonable construction rules and regulations. Tenant hereby agrees to indemnify, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations to the extent such claims and demands are not caused by Landlord’s or any of Landlord’s agents’, employees’, or contractors’ negligence or willful misconduct.

     (d)  Insurance; Liens . Prior to the commencement of any Alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount covering the cost of construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood that all such Alterations shall be insured by Tenant pursuant to Article 14 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, for Alterations (other than the Improvements) reasonably expected to costs in excess of One Hundred Thousand Dollars ($100,000.00), require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien free completion of such Alterations and naming Landlord as a co-obligee.

     (e)  Costs and Fees; Removal . If permitted Alterations are made, they shall be made at Tenant’s sole cost and expense and shall be and become the property of Landlord, except that Landlord may, by written notice to Tenant given at the time of Landlord’s consent to such Alteration (provided Tenant requests that Landlord make such determination at the time of Tenant’s request for consent) or in the case of Permitted Alterations, by written notice to Tenant within fifteen (15) days after Landlord’s receipt of Tenant’s notice of such Permitted Alterations (provided Tenant requests that Landlord make such determination at the time of Tenant’s notice), require Tenant at Tenant’s expense to remove such Alterations from the Premises, and to repair any damage to the Premises and the Project caused by such removal. Any and all costs attributable to or related to the applicable building codes of the city in which the Project is located (or any other authority having jurisdiction over the Project) arising from Tenant’s plans, specifications, improvements, Alterations or otherwise shall be paid by Tenant at its sole cost and expense. With regard to Alterations arising from or related to this Article 9 that require a building permit, Landlord shall be entitled to receive an administrative/coordination fee (not to exceed 3% of the cost of construction of the Alteration at issue) to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work. The construction of initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 9.

ARTICLE 10

LIENS

     Tenant shall keep the Premises and the Project free from any mechanics’ liens, vendors liens or any other liens arising out of any work performed, materials furnished or obligations incurred by

Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys’ fees and costs incurred by Landlord in connection with any such claim or action. Before commencing any work of Alteration to the Premises, Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged (by bond or otherwise) within ten (10) days of Tenant’s receipt of notice (“ Lien Notice ”) of the filing, Landlord shall have the right but not the obligation to pay and discharge said lien without regard to whether such lien shall be lawful or correct, or to require that Tenant promptly deposit with Landlord in cash, lawful money of the United States, one hundred fifty percent (150%) of the amount of such claim, which sum may be retained by Landlord until such claim shall have been removed of record or until judgment shall have been rendered on such claim and such judgment shall have become final, at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, including attorneys’ fees and costs incurred by Landlord, and shall remit the balance thereof to Tenant.

ARTICLE 11

PROJECT SERVICES

     (a)  Basic Services . Landlord agrees to furnish to the Premises, at a cost to be included in Operating Costs, air conditioning and heat all in such reasonable quantities as in the judgment of Landlord is reasonably necessary for the comfortable occupancy of the Premises. In addition, Landlord shall provide electric current for normal lighting and normal office machines, elevator service and water on the same floor as the Premises for lavatory and drinking purposes in such reasonable quantities as in the judgment of Landlord is reasonably necessary for general office use and in compliance with applicable codes. To the extent reasonably determined by Landlord to be practicable, all such electricity (including, without limitation, electricity in order to power the heating, ventilation and air conditioning system serving the Premises), shall be separately metered or submetered at Tenant’s expense and Tenant shall make payment directly to the entity providing such electricity to the Premises if such separate meters are installed. If, however, separate meters are not installed and the Premises are submetered or are jointly metered, then Landlord shall determine and Tenant shall pay the amount reasonably determined by Landlord to be Tenant’s equitable share of the monthly charge for such electricity, as Additional Rent. Janitorial and maintenance services shall be furnished by Tenant a regular basis throughout the Term and Landlord shall have no obligation to provide janitorial service to the Premises. Tenant shall comply with all reasonable rules and regulations which Landlord may establish for the proper functioning and protection of the common area air conditioning, heating, elevator, electrical, intrabuilding cabling and wiring and plumbing systems. Landlord shall not be liable for, and except as provided in Section 11(g) below, there shall be no rent abatement as a result of, any stoppage, reduction or interruption of any such services caused by governmental rules, regulations or ordinances, riot, strike, labor disputes, breakdowns, accidents, necessary repairs or other cause. Except as specifically provided in this Article 11, Tenant agrees to pay for all utilities and other services utilized by Tenant and any additional building services furnished to Tenant which are not uniformly furnished to all tenants of the Project, at the rate generally charged by Landlord to tenants of the Project for such utilities or services.

     (b)  Excess Usage . Tenant will not, without the prior written consent of Landlord, use any apparatus or device in the Premises which will in any way exceed the capacity of such apparatus or device; nor connect any apparatus, machine or device with water pipes or electric current (except through existing electrical outlets in the Premises), for the purpose of using electric current or water.

     (c)  Additional Electrical Service . If Tenant shall require electric current in excess of that which Landlord is obligated to furnish under Section 11(a) above, Tenant shall first obtain the written consent of Landlord, which Landlord may refuse in its reasonable discretion.

     (d)  HVAC Balance . If any lights, machines or equipment (including but not limited to computers and computer systems and appurtenances) are used by Tenant in the Premises which materially affect the temperature otherwise maintained by the air conditioning system, or generate substantially more heat in the Premises than would be generated by the building standard lights and usual office equipment, after receiving the consent of Tenant Landlord shall have the right to install any machinery and equipment which Landlord reasonably deems necessary to restore temperature

balance, including but not limited to modifications to the standard air conditioning equipment, and the cost thereof, including the cost of installation and any additional cost of operation and maintenance occasioned thereby, shall be paid by Tenant to Landlord within thirty (30) days after demand by Landlord. If Tenant fails to provide consent to installation of such additional machinery and equipment, Tenant agrees to accept the temperature imbalance (notwithstanding Section 11(a) above) and to hold Landlord harmless from any loss, cost, expense or liability arising therefrom.

     (e)  Telecommunications . Upon request from Tenant from time to time, Landlord will provide Tenant with a listing of telecommunications and media service providers serving the Project, and Tenant shall have the right to contract directly with the providers of its choice. If Tenant wishes to contract with or obtain service from any provider which does not currently serve the Project or wishes to obtain from an existing carrier services which will require the installation of additional equipment, such provider must, prior to providing service, enter into a written agreement with Landlord setting forth the terms and conditions of the access to be granted to such provider. In considering the installation of any new or additional telecommunications cabling or equipment at the Project, Landlord will consider all relevant factors in a reasonable and non-discriminatory manner, including, without limitation, the existing availability of services at the Project, the impact of the proposed installations upon the Project and its operations and the available space and capacity for the proposed installations. Landlord may also consider whether the proposed service may result in interference with or interruption of other services at the Project or the business operations of other tenants or occupants of the Project. In no event shall Landlord be obligated to incur any costs or liabilities in connection with the installation or delivery of telecommunication services or facilities at the Project. All such installations shall be subject to Landlord’s prior approval and shall be performed in accordance with the terms of Article 9. If Landlord approves the proposed installations in accordance with the foregoing, Landlord will deliver its standard form agreement upon request and will use commercially reasonable efforts to promptly enter into an agreement on reasonable and non-discriminatory terms with a qualified, licensed and reputable carrier confirming the terms of installation and operation of telecommunications equipment consistent with the foregoing.

     (f)  Sole Electrical Representative . Tenant agrees that until and unless Tenant leases the entire Project, Landlord shall be the sole and exclusive representative with respect to the selection of the electrical provider for the Project. If and when Tenant leases the entire Project, Tenant shall be entitled to select an alternative electrical provider, subject to Landlord’s reasonable approval.

     (g) Abatement Events . An “ Abatement Event ” shall be defined as an event that prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide services or access to the Premises, where (i) Tenant does not actually use the Premises or such portion thereof, and (ii) such event is not caused by the negligence or willful misconduct of Tenant, its agents, employees or contractors. Tenant shall give Landlord notice (“ Abatement Notice ”) of any such Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Basic Rental and Tenant’s Proportionate Share of Direct Costs shall be abated entirely 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, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a 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 remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Basic Rental and Tenant’s Proportionate Share of Direct Costs for the entire Premises shall be abated entirely for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Basic Rental and Tenant’s Proportionate Share of Direct Costs allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. The term “ Eligibility Period ” shall mean a period of five (5) consecutive business days after Landlord’s receipt of any Abatement Notice(s). Except as provided in Articles 16 and 18 below, such right to abate Basic Rental and Tenant’s Proportionate Share of Direct Costs shall be Tenant’s sole and exclusive remedy at law or in equity for an Abatement Event.

ARTICLE 12

RIGHTS OF LANDLORD

     (a)  Right of Entry . Landlord and its agents shall have the right to enter the Premises upon twenty-four (24) hours prior notice (except that no notice shall be required in the case of an emergency or regularly scheduled service) for the purpose of cleaning the Premises, examining or inspecting the same, serving or posting and keeping posted thereon notices as provided by law, or which Landlord deems necessary for the protection of Landlord or the Project, showing the same to prospective tenants (during the last nine (9) months of the Term or Option Term or any period in which an Event of Default exists only), lenders or purchasers of the Project, in the case of an emergency, and for making such alterations, repairs, improvements or additions to the Premises or to the Project as Landlord may reasonably deem necessary. Landlord agrees that, except in an emergency, Landlord shall cooperate with Tenant’s reasonable security requirements in connection with any such entry including, without limitation, permitting Tenant to provide an escort with respect to any such entry. If Tenant shall not be personally present to open and permit an entry into the Premises at any time when such an entry by Landlord is necessary or permitted hereunder (and after the required notice, if any, has been given to Tenant), Landlord may enter by means of a master key, or may forcibly enter in the case of an emergency, in each event without liability to Tenant and without affecting this Lease. During any entry by Landlord under this Section 12(a), Landlord and Landlord’s employees, agents and contractors shall use commercially reasonable efforts to minimize any disruption to Tenant’s access to and use of the Premises.

     (b)  Maintenance Work . Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant if and to the extent allowable under this Lease: (i) to install, use, maintain, repair, replace, relocate and control for service to the Premises and/or other parts of the Project pipes, ducts, conduits, wires, cabling, appurtenant fixtures, equipment spaces and mechanical systems, wherever located in the Premises or the Project, (ii) to temporarily alter, close or relocate any facility in the Premises or the common areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise provided that, except in an emergency, Landlord shall first obtain Tenant’s consent (which shall not be unreasonably withheld) to any such action which may materially and adversely affect Tenant’s business operations at the Premises, and (iii) to comply with any federal, state or local law, rule or order. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as is reasonably practicable, but in no event shall Tenant be permitted to withhold or reduce Basic Rental or other charges due hereunder as a result of same, make any claim for constructive eviction or otherwise make any claim against Landlord for interruption or interference with Tenant’s business and/or operations.

     (c)  Rooftop . If Tenant desires to use the roof of the Project to install communication equipment to be used from the Premises, Tenant may so notify Landlord in writing (“ Communication Equipment Notice ”), which Communication Equipment Notice shall generally describe the specifications for the equipment desired by Tenant. If at the time of Landlord’s receipt of the Communication Equipment Notice, Landlord reasonably determines that space is available on the roof of the Project for such equipment, then subject to all governmental laws, rules and regulations, Tenant and Tenant’s contractors (which shall first be reasonably approved by Landlord) shall have the right and access to install, repair, replace, remove, operate and maintain a reasonable number of so-called “satellite dishes” or other similar devices, such as antennae (collectively, “ Communication Equipment ”) no greater than one (1) meter in diameter for each such piece of equipment, together with aesthetic screening designated by Landlord and all cable, wiring, conduits and related equipment, for the purpose of receiving and sending radio, television, computer, telephone or other communication signals, at a location on the roof of the Project designated by Landlord. Landlord shall have the right to require Tenant to relocate the Communication Equipment at any time to another location on the roof of the Project reasonably approved by Tenant. Tenant shall retain Landlord’s designated roofing contractor to make any necessary penetrations and associated repairs to the roof in order to preserve Landlord’s roof warranty. Tenant’s installation and operation of the Communication Equipment shall be governed by the following terms and conditions:

          (i) Tenant’s right to install, replace, repair, remove, operate and maintain the Communication Equipment shall be subject to all governmental laws, rules and regulations and Landlord makes no representation that such laws, rules and regulations permit such installation and operation.

          (ii) All plans and specifications for the Communication Equipment shall be subject to Landlord’s reasonable approval. However, after initial installation of the Communication Equipment, Tenant may modify the Communication Equipment without Landlord’s approval of plans and specifications for such modifications provided that the weight load from such modification is not increased, Tenant’s makes no penetrations to the roof in connection with such modifications, such modifications do not interfere with any other then existing equipment of the roof of the Project and the location of equipment on the roof of the Project is not modified.

          (iii) All costs of installation, operation and maintenance of the Communication Equipment and any necessary related equipment (including, without limitation, costs of obtaining any necessary permits and connections to the Project’s electrical system) shall be borne by Tenant.

          (iv) It is expressly understood that Landlord retains the right to use the roof of the Project for any purpose whatsoever provided that Landlord shall not unduly interfere with Tenant’s use of the Communication Equipment.

          (v) Tenant shall use the Communication Equipment so as not to cause any interference to other tenants in the Project or with any other tenant’s Communication Equipment, and not to damage the Project or interfere with the normal operation of the Project.

          (vi) Landlord shall not have any obligations with respect to the Communication Equipment. Landlord makes no representation that the Communication Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof of the Project) and Tenant agrees that Landlord shall not be liable to Tenant therefor. Tenant shall not lease or otherwise make the Communication Equipment available to any third party and the Communication Equipment shall be only for Tenant’s use in connection with the conduct of Tenant’s business in the Premises.

          (vii) Tenant shall (A) be solely responsible for any damage caused as a result of the Communication Equipment, (B) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of the Communication Equipment and comply with all precautions and safeguards recommended by all governmental authorities, and (C) pay for all necessary repairs, replacements to or maintenance of the Communication Equipment.

          (viii) The Communication Equipment shall remain the sole property of Tenant. Tenant shall remove the Communication Equipment and related equipment at Tenant’s sole cost and expense upon the expiration or sooner termination of this Lease or upon the imposition of any governmental law or regulation which may require removal, and shall repair the Project upon such removal to the extent required by such work of removal. If Tenant fails to remove the Communication Equipment and repair the Project within fifteen (15) days after the expiration or earlier termination of this Lease, Landlord may do so at Tenant’s expense. The provisions of this Section 12(c)(viii) shall survive the expiration or earlier termination of this Lease.

          (ix) The Communication Equipment shall be deemed to constitute a portion of the Premises for purposes of Article 13 of this Lease.

          (x) Upon request from Landlord, Tenant agrees to execute a license agreement with Landlord or Landlord’s rooftop management company regarding Tenant’s installation, use and operation of the Communication Equipment, which license agreement shall be in commercially reasonable form and shall incorporate the terms and conditions of this Section 12(c). Tenant acknowledges that such license agreement will require Tenant to pay a one-time initial oversight fee to Landlord or the rooftop management company in connection with the installation of the Communication Equipment, not to exceed One Thousand Five Hundred Dollars ($1,500.00).

ARTICLE 13

INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY

     (a)  Indemnity . Tenant shall indemnify, defend and hold Landlord, Arden Realty, Inc., their subsidiaries, partners, parental or other affiliates and their respective members, shareholders, officers, directors, employees and contractors (collectively, “ Landlord Parties ”) harmless from any and all claims to the extent arising from Tenant’s use of the Premises or the Project or from the

conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in or about the Premises or the Project and shall further indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any and all claims to the extent arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease or arising from any negligence or willful misconduct of Tenant or any of its agents, contractors, employees or invitees on the Project and from any and all costs, attorneys’ fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection therewith. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold the Landlord Parties harmless from any loss, cost, liability, damage or expense, including, but not limited to, penalties, fines, attorneys’ fees or costs (collectively, “ Claims ”), to any person, property or entity to the extent resulting from the negligence or willful misconduct of the Landlord Parties or any of their agents, contractors, or employees (except for damage to the Tenant Improvements and Tenant’s personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease). Landlord shall indemnify, defend and hold Tenant harmless from and against any Claims to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant’s Proportionate Share of Direct Costs and because of the existence of waivers of subrogation set forth in Article 14 of this Lease, Landlord shall indemnify and hold Tenant harmless from and against any Claims related to damage to the Project to the extent covered by the property insurance that Landlord actually carries or that Landlord is required to carry under this Lease, even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to Article 14 to cover its personal property within the Premises and the Tenant Improvements, Tenant shall indemnify, defend and hold Landlord harmless from and against any Claim related to damage to any of Tenant’s personal property within the Premises, to the extent covered by the property insurance that Tenant actually carries or that Tenant is required to carry under this Lease, even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees. Further, Tenant’s agreement to indemnify Landlord and Landlord’s agreement to indemnify Tenant pursuant to this Section 13(a) is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord or Tenant pursuant to this Lease, to the extent such policies cover the matters subject to such indemnification obligations. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord and the Landlord Parties, excepting to the extent the damage is caused by the negligence or willful misconduct of Landlord or the Landlord Parties (provided that in such case Landlord’s liability shall be limited to amounts not covered by insurance carried by Tenant or required to be carried by Tenant pursuant to this Lease).

     (b)  Exemption of Landlord from Liability . Landlord and the Landlord Parties shall not be liable for injury to Tenant’s business, or loss of income therefrom, however occurring (including, without limitation, from any failure or interruption of services or utilities or as a result of Landlord’s negligence), or, except in connection with damage or injury to the extent resulting from the negligence or willful misconduct of Landlord or the Landlord Parties (provided that in such case Landlord’s liability shall be limited to amounts not covered by insurance carried by Tenant or required to be carried by Tenant pursuant to this Lease), for damage that may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees, customers, agents, or contractors, or any other person in, on or about the Premises directly or indirectly caused by or resulting from any cause whatsoever, including, but not limited to, fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems, or from intrabuilding cabling or wiring, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. Landlord and the Landlord Parties shall not be liable to Tenant for any damages arising from any willful or negligent action or inaction of any other tenant of the Project.

     (c)  Security . Tenant acknowledges that Landlord’s election whether or not to provide any type of mechanical surveillance or security personnel whatsoever in the Project is solely within

Landlord’s discretion; Landlord and the Landlord Parties shall have no liability to Tenant in connection with the provision, or lack, of such services, and Tenant hereby agrees to release Landlord and the Landlord Parties from any liability with regard to any such potential claim incurred by Tenant. Landlord and the Landlord Parties shall not be liable to Tenant for losses due to theft, vandalism, or like causes.

ARTICLE 14

INSURANCE

     (a)  Tenant’s Insurance . Tenant, shall at all times during the Term of this Lease, and at its own cost and expense, procure and continue in force the following insurance coverage: (i) Commercial General Liability Insurance, written on an occurrence basis, with a combined single limit for bodily injury and property damages of not less than Two Million Dollars ($2,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate, including products liability coverage if applicable, owners and contractors protective coverage, blanket contractual coverage, and personal