Exhibit 99.1

OFFICE LEASE

POST MONTGOMERY CENTER
One Montgomery Tower
San Francisco, California

LANDLORD:

POST-MONTGOMERY ASSOCIATES

TENANT:

OPENTABLE, INC.,
a Delaware corporation

OFFICE LEASE

POST MONTGOMERY CENTER
ONE MONTGOMERY TOWER
San Francisco, California

BASIC LEASE INFORMATION

Base Rent; Rent Abatement:

*                     As an inducement to Tenant entering into this Lease, Base Rent in the amount of $170,570.21 per month shall be abated for the first three and one-half (3.5) months after the Commencement Date.  During such abatement period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease.

Exhibits:

Exhibit A:  Floor Plan(s) of Premises

Exhibit B:  Rules and Regulations

Exhibit C:  Work Letter

Exhibit C-1:  Space Plan for the Premises

Exhibit D:  Confirmation of Lease Term

Exhibit E:  Letter of Credit Form

TABLE OF CONTENTS

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OFFICE LEASE

THIS LEASE is made and entered into by and between Landlord and Tenant as of the Lease Date.

Landlord and Tenant hereby agree as follows:

1.                                      Definitions.

1.1                               Terms Defined.  The following terms have the meanings set forth below.  Certain other terms have the meanings set forth elsewhere in this Lease.

Alterations:  Alterations, additions or other improvements to the Premises made by or on behalf of Tenant (other than the initial leasehold improvements, if any, made by or on behalf of Tenant pursuant to the Work Letter).

Appraisal Panel:  Appraisal Panel shall have the meaning set forth in Article 33.

Anti-Terrorism Law:  Any Requirements relating to terrorism, anti-terrorism, money-laundering or anti-money laundering activities, including without limitation the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, Executive Order No. 13224, and Title 3 of the USA Patriot Act, and any regulations promulgated under any of them.

ASA Appraiser:  ASA Appraiser shall have the meaning set forth in Article 33.

Bankruptcy Code:  Bankruptcy Code shall mean the United States Bankruptcy Code.

Base Building Operating Expenses and Base Building Property Taxes:  The Building Operating Expenses and the Building Property Taxes allocable to the Base Year, including, for purposes of the Base Building Property Taxes, any reduction in Base Building Property Taxes obtained by Landlord after the date hereof as a result of a commonly called Proposition 8 application.

Base Year:  Base Year shall have the meaning set forth in the Basic Lease Information.

Building:  The high-rise office portion of the Project, commonly known as One Montgomery Tower, including related Common Areas and the Project parking garage.  The Building does not include the Galleria, other than the Project parking garage.

Building Holidays:  New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day.

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Building Operating Expenses:  Operating Expenses allocable to the Building.  Landlord, in its commercially reasonable discretion, shall determine the portion of Operating Expenses allocable to the Building in accordance with sound real estate accounting and management practices consistently applied; provided, however, that Landlord shall make such allocation in a consistent and nondiscriminatory manner.  If less than ninety-five percent (95%) of the rentable area of the Building is occupied during the Base Year or any subsequent calendar year during the Term, then actual Building Operating Expenses for the Base Year and such subsequent calendar year shall be adjusted to reflect Landlord’s reasonable estimate of Building Operating Expenses as if ninety-five percent (95%) of the entire rentable area of the Building had been occupied. Landlord’s reasonable “gross up” of such Building Operating Expenses shall be final and binding on Tenant, in the absence of manifest error, subject to Section 5.4.  Notwithstanding any provision in this Lease to the contrary, in no event shall the amount of Building Operating Expenses for any calendar year subsequent to the Base Year be deemed to be less than the amount of Base Building Operating Expenses.

Building Property Taxes:  Eighty-eight and Four Tenths Percent (88.4%) of Real Estate Taxes, except that to the extent the Building, or a portion thereof, is separately assessed, then One Hundred Percent (100%) of such separately assessed Real Estate Taxes.  Notwithstanding any provision in this Lease to the contrary, in no event shall the amount of Building Property Taxes for any calendar year subsequent to the Base Year be deemed to be less than the amount of Base Building Property Taxes.

Building Standard Hours:  6:00 a.m. to 6:00 p.m. on weekdays and 8:00 a.m. to 2:00 p.m. on Saturdays (except Building Holidays).

Building Systems:  The life-safety, electrical, mechanical, heating, ventilation, air-conditioning, plumbing, fire-protection, telecommunications, or other utility systems serving the Premises, the Building, the Project or the Galleria, as applicable.

Casualty:  Fire, earthquake, or any other event of a sudden, unexpected, or unusual nature.

Casualty Discovery Date:  Casualty Discovery Date shall have the meaning set forth in Section 12.1.

Claims:  Any and all obligations, losses, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, suits, orders or judgments), causes of action, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses).

Common Areas:  Those areas of the Project designated by Landlord, in its sole discretion, from time to time for the nonexclusive use of occupants of the Project, and their agents, employees, customers, invitees and licensees, and other members of the public, including the roof-top garden terrace located in the Project.  Common Areas do not include the exterior windows and walls and the roof of the Project (other than the

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roof-top garden terrace), or any space in the Project (including in the Premises) used for common shafts, stacks, pipes, conduits, ducts, electrical or other utilities, telecommunication systems, or other installations for Building Systems serving the Project.

Comparable Buildings:  Comparable Buildings shall have the meaning set forth in Article 33.

Comparison Leases:  Comparison Leases shall have the meaning set forth in Article 33.

Confidential Information:  Confidential Information shall have the meaning set forth in Section 31.24.

Construction Guide:  The Post Montgomery Center Construction & Remodeling Guide, as updated, revised and/or superseded from time to time.

Control:  Ownership of more than fifty percent (50%) of all of the voting stock of a corporation or more than fifty percent (50%) of all of the legal and equitable interest in any other business entity.

Encumbrance:  Any ground lease or underlying lease, or the lien of any mortgage, deed of trust, or any other security instrument now or hereafter affecting or encumbering the Project, or any part thereof or interest therein.

Encumbrancer:  The holder of the beneficial interest under an Encumbrance.

Environmental Laws:  All Requirements relating to the environment, health and safety, or the use, generation, handling, emission, release, discharge, storage or disposal of Hazardous Materials.

Equipment:  Equipment shall have the meaning set forth in Section 32.1.

Escalation Rent:  Tenant’s Percentage Share of the total dollar increase, if any, in Building Operating Expenses allocable to each calendar year, or part thereof, after the Base Year, over the amount of Base Building Operating Expenses, and Tenant’s Percentage Share of the total dollar increase, if any, in Building Property Taxes allocable to the tax year or years occurring in each such calendar year over the Base Building Property Taxes for the tax year or years occurring in the Base Year.

Event of Default:  Event of Default shall have the meaning set forth in Section 20.1.

Excess Rent:  Excess Rent shall have the meaning set forth in Section 17.5(a).

Executive Order No. 13224:  Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, and relating to “Blocking Property and Prohibiting

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Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism,” as may be amended from time to time.

Extension Option:  Extension Option shall have the meaning set forth in Article 33.

Extension Term:  Extension Term shall have the meaning set forth in Article 33.

Floor:  The entire rentable area of any floor in the Building.

FSHP:  The First Source Hiring Program, as described in Section 31.27.

Galleria:  The retail shopping center portion of the Project, commonly known as The Crocker Galleria, including related Common Areas and the Project parking garage.

Hazardous Materials:  Petroleum, asbestos, polychlorinated biphenyls, radioactive materials, radon gas, mold, or any chemical, material or substance now or hereafter defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “pollutants,” “contaminants,” “extremely hazardous waste,” “restricted hazardous waste” or “toxic substances,” or words of similar import, under any Environmental Laws.

Impositions:  Taxes, assessments, charges, excises and levies, business taxes, license, permit, inspection and other authorization fees, transit development fees, assessments or charges for housing funds, service payments in lieu of taxes and any other fees or charges of any kind at any time levied, assessed, charged or imposed by any Federal, State or local entity, (i) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures or other personal property located in the Premises, or the cost or value of any Alterations; (ii) upon, or measured by, any Rent payable hereunder, including any gross receipts tax; (iii) upon, with respect to or by reason of the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; or (iv) upon this Lease transaction, or any document to which Tenant is a party creating or transferring any interest or estate in the Premises.  Impositions do not include penalties, interest (unless included as part of an assessment payable over time), profit taxes, business taxes, capital levy taxes, estate taxes, succession taxes, recordation taxes, gift taxes, corporation taxes, documentary stamp taxes, mortgage lien taxes, transfer gains taxes, franchise, transfer, inheritance or capital stock taxes, tax increment financing or recording fees, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Imposition.

Indemnitees:  Indemnitees shall have the meaning set forth in Section 16.1.

Inducements:  Inducements shall have the meaning set forth in Section 4.5.

Interest Rate:  The greater of (i) ten percent (10%) per annum, or (ii) the Prime Rate plus five percent (5%); provided, however, that if such rate of interest shall exceed

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the maximum rate allowed by law, the Interest Rate shall be automatically reduced to the maximum rate of interest permitted by applicable law.

Interference:  Interference shall have the meaning set forth in Section 32.1.

Land:  The parcel of land shown as Lots 4, 5, 6, 7, 8, 14, 15 and 16 on that certain Parcel Map, filed February 13, 1981, at Page 6, in Book 19, of Parcel Maps, of the Official Records of the City and County of San Francisco, California.

Landlord’s Determination:  Landlord’s Determination shall have the meaning set forth in Article 33.

Lease Year:  Each consecutive twelve (12) month period during the Term of this Lease, provided that the last Lease Year shall end on the Expiration Date.

Lines:  Lines shall have the meaning set forth in Section 32.1.

MAI appraiser:  MAI appraiser shall have the meaning set forth in Article 33.

Major Alterations:  Alterations which (i) may affect the structural portions of the Project, (ii) may affect or interfere with the Project roof, walls, elevators, heating, ventilating, air conditioning, electrical, plumbing, telecommunications, security, life-safety or other Building Systems, (iii) may affect the use and enjoyment by other tenants or occupants of the Project of their premises, (iv) may be visible from outside the Premises, (v) utilize materials or equipment which are inconsistent with Landlord’s standard building materials and equipment for the Project, (vi) result in the imposition on Landlord of any requirement to make any alterations or improvements to any portion of the Project (including handicap access and life safety requirements) in order to comply with Requirements, or (vii) materially increase the cost to clean, maintain or repair, or increase the cost to relet, the Premises.

Minor Alterations:  Alterations (i) that are not Major Alterations, (ii) that do not require the issuance of a building or other governmental permit, authorization or approval, (iii) that do not require work to be performed outside the Premises in order to comply with Requirements, and (iv) the cost of which does not exceed Fifty Thousand Dollars ($50,000.00) in any one instance.

Negotiation Period:  Negotiation Period shall have the meaning set forth in Article 33.

Net Worth:  The excess of total assets over total liabilities, determined in accordance with generally accepted accounting principles, excluding, however, from the determination of total assets, goodwill and other intangibles.

Non-Standard Improvements:  Unusual or atypical office improvements, including without limitation, raised computer room or server room floors, trading floors, floor penetration (other than customary cabling and electrical), server rooms larger than 1,000 rentable square feet in the aggregate, stairways, vaults, restrooms (other than base

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Building restrooms), showers (unless otherwise provided in this Lease), and other improvements or alterations which are of such specialized nature or application that they are not reasonably suited for use by a successor occupant of the Premises using the Premises for general office uses.

Operating Expenses:  All costs of management, operation, ownership, maintenance and repair of the Project, including:  (i) salaries, wages, bonuses, other compensation and all payroll burden of employees, payroll, social security, worker’s compensation, unemployment and similar taxes and impositions with respect to such employees, and the cost of providing disability or other benefits imposed by law or otherwise with respect to such employees; (ii) property management fees and expenses, including Landlord’s fees and expenses for any management performed by it; provided, however, that any such fees shall not exceed three percent (3%) of the annual gross revenue of the Project; (iii) rental and other costs and expenses for Landlord’s, property management, and marketing offices in the Project; (iv) electricity, natural gas, water, waste disposal and recycling, sewer, heating, lighting, air conditioning and ventilating and other utilities; (v) janitorial, maintenance, security, life safety and other services, such as alarm service, window cleaning, elevator maintenance, landscaping and uniforms (and the cleaning and/or replacement thereof) for personnel providing services; (vi) materials, supplies, tools and rental equipment; (vii) license, permit and inspection fees and costs; (viii) insurance premiums and costs (including earthquake and/or flood if so elected by Landlord in its sole discretion), and the deductible portion of any insured loss under Landlord’s insurance or the amount that would be the deductible portion of such loss but for self-insurance thereof by Landlord; (ix) sales, use and excise taxes; (x) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building; (xi) the cost of supplies and services such as telephone, courier services, postage and stationery supplies; (xii) normal repair and replacement of worn-out equipment, facilities and installations; (xiii) depreciation on personal property, including exterior window draperies provided by Landlord and Common Area floor coverings, and/or rental costs of leased furniture, fixtures, and equipment; and (xiv) expenditures for capital improvements made at any time to the Project (A) that are intended in Landlord’s judgment as labor saving devices, or to reduce or eliminate other Operating Expenses or to effect other economies in the operation, maintenance, or management of the Project, or (B) that are necessary or appropriate in Landlord’s judgment for the health and safety of occupants of the Project, or (C) that are necessary under any Requirements which were not applicable to the Project at the time it was constructed, or (D) that are replacements of items which Landlord is obligated to maintain, all amortized over such reasonable period as Landlord shall determine at an interest rate of ten percent (10%) per annum, or, if applicable, the rate paid by Landlord on funds borrowed for the purpose of constructing or installing such capital improvements, except that Landlord may treat as costs chargeable in the calendar year incurred, and not as capital expenditures, any item that is less than two percent (2%) of Operating Expenses estimated by Landlord for the calendar year in question.  Operating Expenses do not include: (1) Real Estate Taxes; (2) legal fees, brokers’ commissions, advertising expenses, tenant improvements, attorneys fees’ and costs and lease concessions (including rental abatement and construction allowances) or other costs

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incurred in the negotiation, termination, or extension of leases or in proceedings involving a specific tenant including without limitation marketing concessions, tenant improvement allowances, lease takeover payments, third-party consultant fees; (3) depreciation, except as set forth above; (4) except as set forth above, interest, principal, points and fees, amortization or other costs associated with any debt and rent payable under any lease to which this Lease is subject and all costs and expenses associated with any such debt or lease and any ground lease rent, irrespective of whether this Lease is subject or subordinate thereto; costs of alterations, repairs, capital improvements, equipment replacement and other items which under generally accepted accounting principles are properly classified as capital expenditures, except that the annual amortization of these costs shall be included to the extent otherwise expressly permitted in this Lease; (5) capital items, except as set forth above; (6) costs of decorating, redecorating or special cleaning or other services not provided on a regular basis to tenants of the Building; (7) costs related to the entity constituting Landlord from time to time; (8) financing costs, fees and interest, including without limitation payments under any ground lease; (9) the cost of any items for which Landlord is reimbursed by insurance or otherwise compensated by parties other than tenants of the Building pursuant to clauses similar to this paragraph; (10) any operating expense representing an amount paid to an affiliate of, or entity related to, Landlord which is in excess of the amount which would be paid in the absence of such relationship; (11) the cost of alterations of space or tenant improvements in the Building for space leased to other tenants; (12) the costs of any Hazardous Materials removal or remediation required to be performed by Landlord, except for the disposal, removal or remediation of Hazardous Materials brought on the Project in compliance with applicable Requirements performed by Landlord in connection with the ordinary maintenance and operation of the Project; (13) bad debt or rent loss; and (14) costs related to any project or building other than the Building; (15) expenses incurred by Landlord to lease space to new tenants or to retain existing tenants, including leasing commissions, advertising and promotional expenditures; (16) expenses incurred by Landlord to resolve disputes or to enforce or negotiate lease terms with prospective or existing tenants or in connection with any financing, sale or syndication of the Building; (17) expenses incurred for the repair, maintenance or operation of any parking garage, including but not limited to, salaries and benefits of any attendants, and taxes; (18) expenses for the replacement of any item covered under warranty, to the extent of the warranty; (19) costs to correct any penalty or fine incurred by Landlord due to Landlord’s violation of any federal, state or local law or regulation and any interest or penalties due for late payment by Landlord of any of the Operating Expenses; (20) expenses for any item or service not provided to Tenant but exclusively to certain other tenants in the Building; (21) salaries of, benefits and other compensation paid to (a) employees above the grade of building manager, and (b) employees to the extent their time is not spent directly in the operation of the Building; (22) Landlord’s general corporate overhead and administrative expenses; (23) the acquisition cost of sculptures, paintings and other objects of art; (24) costs of repair necessitated by Landlord’s gross negligence or willful misconduct; and (25) costs to remedy a condition existing prior to the Commencement Date which an applicable governmental authority, if it had knowledge of such condition prior to the Commencement Date and if such condition was not subject to a variance or a

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grandfathered code waiver exception, would have then required to be remedied pursuant to the then current Applicable Laws in their form existing as of the Commencement Date unless and to the extent caused by the acts or omissions of Tenant or the Tenant Parties.  In addition, Operating Expenses for the Base Year shall not include market-wide labor-rate increases due to extraordinary circumstances, such as boycotts and strikes, nor utility rate increases due to extraordinary circumstances, including, but not limited to, conservation surcharges, boycotts, embargoes or other shortages.

Option Notice:  Option Notice shall have the meaning set forth in Article 33.

Pre-Default Inducements:  Pre-Default Inducements shall have the meaning set forth in Section 4.5.

Pre-Existing Hazardous Materials:  Hazardous Materials (classified as such on the Lease Date) existing in or on the Premises or the Project on the date possession of the Premises is delivered to Tenant.

Prevailing Market Rate:  Prevailing Market Rate shall have the meaning set forth in Article 33.

Prime Rate:  The prime rate (or base rate) reported in the Money Rates column or section of The Wall Street Journal as being the base rate on corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank) on the first day on which The Wall Street Journal is published in the month in which the subject sums are payable or incurred.

Prohibited Person:  (i) A person or entity that is listed in the Annex to Executive Order No. 13224, or a person or entity owned or controlled by an entity that is listed in the Annex to Executive Order No. 13224; (ii) a person or entity with whom Landlord is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; or (iii) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/t11sdn.pdf, or at any replacement website or other official publication of such list.

Project:  The Land, all buildings and other improvements at any time located on the Land (including the Building and the Galleria), and all appurtenances related thereto, including the roof-top garden terrace and loading dock area, collectively commonly known as Post Montgomery Center.

Real Estate Taxes:  Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord’s interest in the Project or such personal property, by any Federal, State or local entity, including:  (i) all real property taxes and general, special, supplemental and escape assessments; (ii) charges, fees or assessments for transit, public improvements, employment, job training, housing, day care, open space, art, police, fire or other governmental services or benefits; (iii) service

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payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project; (v) any tax, assessment, charge, levy or fee for environmental matters, or as a result of the imposition of mitigation measures, such as parking taxes, employer parking regulations or fees, charges or assessments due to the treatment of the Project, or any portion thereof or interest therein, as a source of pollution or stormwater runoff; (vi) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Estate Taxes; and (vii) consultants’ and attorneys’ fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Estate Taxes.  Real Estate Taxes do not include:  (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Estate Tax; and (B) penalties, fines, interest or charges due for late payment of Real Estate Taxes by Landlord.  If any Real Estate Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Estate Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law.

Related Company:  (i) An entity which controls, is controlled by, or is under common control with Tenant; (ii) an entity into or with which Tenant is merged or consolidated, by purchase, reorganization, or otherwise; (iii) an entity to which at least sixty percent (60%) of Tenant’s assets are transferred; (iv) an entity created by the sale of Tenant’s stock, pursuant to Section 17.9(a), or (v) Tenant, where Tenant admits additional members in connection with obtaining additional equity investment in Tenant, so long as the identity of the persons responsible for the operation and management of the business of Tenant does not change.

Rent:  Base Rent, Escalation Rent and all other additional charges and amounts payable by Tenant in accordance with this Lease.

Rent Payment Direction:  Rent Payment Direction shall have the meaning set forth in Section 21.3.

Requirements:  All laws, including Environmental Laws, ordinances, rules, regulations, orders, decrees, permits, and requirements of courts and governmental authorities now or hereafter in effect, including the Americans With Disabilities Act (42 U.S.C. § 12101 et seq.) and Title 24 of the California Code of Regulations and all regulations and guidelines promulgated thereunder; the provisions of any insurance policy carried by Landlord or Tenant on any portion of the Project, or any property therein; the requirements of any independent board of fire underwriters; any directive or certificate of occupancy issued pursuant to any law by any public officer or officers applicable to the Project; the provisions of all recorded documents affecting any portion of the Project (including the Declaration of Crocker Properties, Inc., regarding building electric lighting, recorded August 26, 1981, as modified by Amended and Restated Declaration, dated December 5, 1984, recorded December 5, 1984), as any such document may be amended from time to time; and all life safety programs, procedures and rules from time to time or at any time implemented or promulgated by Landlord.

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Target Delivery Date:  The date set forth in the Basic Lease Information as the Target Delivery Date.

Tenant Parties:  Tenant, all persons or entities claiming by, through or under Tenant, and their respective employees, agents, contractors, licensees, invitees, representatives, officers, directors, shareholders, partners, and members.

Tenant’s Determination:  Tenant’s Determination shall have the meaning set forth in Article 33.

Tenant Improvements:  Shall have the meaning set forth in the Work Letter.

Tenant’s Percentage Share:  The percentage set forth in the Basic Lease Information as Tenant’s Percentage Share, as adjusted by Landlord from time to time to take into account a remeasurement of or changes in the physical size of the Premises, the Building or the Project, whether such changes in size are due to an addition to or a sale or conveyance of a portion of the Project or otherwise.  Landlord reserves the right to remeasure the Premises and the Building effective upon the commencement of the Extension Term in accordance with the then current measurement standards promulgated by the Building Owners and Managers Association (BOMA) or other generally accepted measurement standards and thereafter to adjust Tenant’s Percentage Share accordingly.

USA Patriot Act:  The “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Public Law 107-56), as may be amended from time to time.

Wattage Allowance:  Six (6) watts per rentable square foot, with three 200 amp, 208 volt, 3-phase panel boards, with 42 circuits each for Tenant’s outlets and machinery.

Work Letter:  The agreement attached hereto as Exhibit C, which sets forth the respective responsibilities of Landlord and Tenant regarding the design and construction of alterations, additions and improvements to prepare the Premises for occupancy by Tenant.

1.2                               Basic Lease Information.  The Basic Lease Information is incorporated into and made a part of this Lease.  Each reference in this Lease to any Basic Lease Information shall mean the applicable information set forth in the Basic Lease Information, except that in the event of any conflict between an item in the Basic Lease Information and this Lease, this Lease shall control.

1.3                               Certain Defined Terms.  The parties acknowledge that (i) the rentable area of the Premises and the Building have been finally determined by the parties for all purposes under this Lease, including the calculation of Tenant’s Percentage Share, and will not, except as otherwise provided in this Lease, be changed, and (ii) the percentage for allocation of Building Property Taxes is conclusive and binding on the parties. The rentable areas of the Premises and the Building have been measured substantially in accordance with the Standard Method for Measuring Floor Area in Office Buildings, ANSI Z65.1 — 1996.  If any space is added to or

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deleted from the Premises, or any abatement of Rent is based on rentable area, the rentable area for the added or deleted space, or such abatement, shall be determined by Landlord.

2.                                      Lease of Premises.  Landlord leases to Tenant and Tenant leases from Landlord the Premises, together with the non-exclusive right to use, in common with others, the Common Areas, subject to the terms, covenants and conditions set forth in this Lease.  Landlord reserves from the leasehold estate hereunder (i) all exterior walls and windows bounding the Premises, (ii) all space located within the Premises for common shafts, stacks, pipes, conduits, ducts, utilities, telecommunications systems, and other installations for Building Systems, the use thereof and access thereto, and (iii) the right to install, remove or relocate any of the foregoing for service to any part of the Project, including the premises of other tenants of the Building; provided that such installation, removal or relocation shall not (A) unreasonably interfere with the use of the Premises, (B) materially and adversely affect the Tenant’s improvements to the Premises, or (C) reduce the square footage of the Premises.

2.1                               Bicycle Storage Room.  The Premises shall include a room for bicycle storage located on the third floor of the Building containing approximately 320 rentable square feet in a location to be reasonably designated by Landlord (the “Bicycle Storage Room”).  Tenant shall pay Base Rent for the Bicycle Storage Room in the amount of $533.33 per month during the first forty-two (42) months of the Term and in the amount of $586.67 per month during the balance of the initial Term. If Tenant exercises the Extension Option, the Base Rent per rentable square foot for the Bicycle Storage Room during the Extension Term shall be equal to 50% of the Prevailing Market Rate per rentable square foot determined for the balance of the Premises pursuant to Article 33 for the same period. The rentable area of the Bicycle Storage Room shall be taken into account as part of the Premises for purposes of determining Tenant’s Percentage Share.  Tenant shall not be entitled to any Construction Allowance or other allowances with respect to the Bicycle Storage Room.  Tenant shall have the right to transport bicycles into and out of the Bicycle Storage Room via the freight elevator for the Building.

3.                                      Term; Condition and Acceptance of Premises.

3.1                               Delivery of Premises; Term Commencement.  This Lease shall be effective as of the Lease Date.  The Term of this Lease shall commence on the Commencement Date and end on the Expiration Date, unless sooner terminated or extended pursuant to the provisions of this Lease.  The design and construction of any alterations, additions or improvements that Tenant may deem necessary or appropriate to prepare the Premises for occupancy by Tenant shall be governed by the Work Letter.  Except as provided in the Work Letter and this Lease, Tenant agrees to accept the Premises in their “as-is” condition, without any representations or warranties by Landlord, and with no obligation of Landlord to make any alterations or improvements to the Premises or to provide any tenant improvement allowance.  If Landlord is responsible for constructing any alterations, additions or improvements pursuant to the Work Letter, then subject to any contrary provisions in the Work Letter, Landlord shall cause the work to be performed by Landlord to be “substantially complete” (as defined in the Work Letter) prior to delivery of possession of the Premises to Tenant, and Landlord and Tenant shall perform a walk-through of the Premises upon Landlord’s substantial completion of the Landlord Work (as defined in the Work Letter), and prior to Tenant’s commencement of the Tenant’s Work (as defined in the Work Letter), in order to identify any punchlist items and any defective

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work or systems; provided, however, such walk-through shall not bar Tenant from making a later claim for any latent or patent defects in (i) Landlord’s Work, or (ii) the condition of the Premises.  Landlord shall exercise commercially reasonable efforts (without any obligation to engage overtime labor or commence any litigation) to deliver possession of the Premises to Tenant in the condition specified in this Section 3.1 on or before the Target Delivery Date.  If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant in the condition specified in this Section 3.1 on or before the Target Delivery Date, this Lease shall not be void or voidable, and Landlord shall not be in default or liable to Tenant for any loss or damage resulting therefrom, subject to Tenant’s right to extend the Commencement Date, as set forth below.  If Landlord does not deliver the Premises with Landlord’s Work other than the Post Delivery Work and the 5th Floor Corridor Work substantially completed by the Target Delivery Date applicable to it and/or if Landlord does not complete the 5th Floor Corridor Work by the Target Delivery Date applicable to it, then the Commencement Date shall be delayed by one day for each day that Tenant is delayed in completing the Tenant Improvements after May 1, 2013, due to Landlord’s failure to complete the applicable work by the applicable date.  Within ten (10) days after request, Tenant shall execute and deliver to Landlord a Confirmation of Lease Term in the form of Exhibit D attached hereto.

3.2                               Early Entry.  Following the Delivery Date, Tenant shall have the right to enter the Premises prior to the Rent Commencement Date, without the obligation to pay Base Rent or any other Rent (other than specific charges made for additional services requested by Tenant), for the purposes of performing the Tenant Work (as described in the Work Letter), installing Tenant’s furniture, fixtures & equipment (“FF&E”), otherwise preparing the Premises for Tenant’s move-in, and for general early occupancy (collectively, the “Early Entry”).  If Tenant exercises its Early Entry rights, or takes possession of or enters into the Premises prior to the Commencement Date for any other reason, such possession or entry shall be subject to all of the terms, covenants and conditions of this Lease, including Tenant’s insurance obligations contained in Article 14 and Tenant’s indemnity obligations contained in Article 16, but excluding Tenant’s obligation to pay Base Rent or any other Rent (other than specific charges made for additional services requested by Tenant).  In no event will Tenant’s Early Entry constitute or trigger the Rent Commencement Date.

4.                                      Rent.

4.1                               Obligation to Pay Base Rent.  Tenant shall pay Base Rent to Landlord during the Term, in advance, in equal monthly installments, commencing on the Commencement Date, and thereafter on or before the first day of each calendar month during the Term; provided, however, that upon signing this Lease, Tenant shall pay to Landlord an amount equal to the Base Rent for the fifth full month of the Term, which amount shall be applied to the Base Rent owing for the fifth month of the Term.  If the Commencement Date is other than the first day of a calendar month, the installment of prepaid Base Rent for the first month of the Term shall be prorated on the basis of a thirty (30) day month, and the balance shall be credited to Base Rent owing for the second month of the Term.  If the Expiration Date is other than the first day of a calendar month, or if this Lease shall be terminated as of a day other than the last day of a calendar month (except in the case of an Event of Default), the installment of Base Rent for the last fractional month of the Term shall be prorated on the basis of a thirty (30) day month.

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4.2                               Manner of Rent Payment.  All Rent shall be paid by Tenant without notice, demand, abatement, deduction or offset, in lawful money of the United States of America, and if payable to Landlord, at Landlord’s Address, or to such other person or at such other place as Landlord may from time to time designate by notice to Tenant.

4.3                               Additional Rent.  All Rent not characterized as Base Rent or Escalation Rent shall constitute additional rent, and if payable to Landlord shall, unless otherwise specified in this Lease, be due and payable fifteen (15) days after Tenant’s receipt of Landlord’s invoice therefor.

4.4                               Late Payment of Rent; Interest.  Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which is extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date.  Accordingly, if Tenant fails to pay Rent when due (and such failure continues for a period of five (5) business days after receipt by Tenant of a notice of such failure), then Tenant shall pay to Landlord a late charge equal to three percent (3%) of such Rent; provided, however, that the foregoing notice and grace period shall not apply during the remainder of any twelve (12) month period if Landlord has previously sent to Tenant a notice of failure to pay any Rent one (1) time in such twelve (12) month period and during such twelve (12) month period such late charge shall be due if Tenant fails to pay Rent within five (5) business days after such Rent is due.  Any Rent, other than late charges, due Landlord under this Lease, if not paid when due, shall also bear interest at the Interest Rate from the date due until paid.  The parties acknowledge that such late charge and interest represent a fair and reasonable estimate of the administrative costs and loss of use of funds Landlord will incur by reason of a late Rent payment by Tenant, but Landlord’s acceptance of such late charge and/or interest shall not constitute a waiver of an Event of Default with respect to such Rent or prevent Landlord from exercising any other rights and remedies provided under this Lease.

4.5                               Additional Rent Upon Tenant’s Failure to Perform.  Landlord and Tenant acknowledge that to induce Tenant to enter into this Lease, and in consideration of Tenant’s agreement to perform all of the terms, covenants and conditions to be performed by Tenant under this Lease, as and when performance is due during the Term, Landlord has incurred (or will incur) significant costs, including, without limitation, the following:  (i) expenditures incurred to prepare the Premises for Tenant’s occupancy, (ii) commissions to Landlord’s Broker and/or Tenant’s Broker, (iii) attorneys’ fees and related costs incurred and/or paid by Landlord in connection with the negotiation and preparation of this Lease, and/or (iv) rent abatements or concessions (collectively, the “Inducements”).  Landlord and Tenant further acknowledge that Landlord would not have granted the Inducements to Tenant but for Tenant’s agreement to perform all of the terms, covenants, and conditions to be performed by it under this Lease for the entire Term, and that Landlord’s agreement to incur such expenditures and grant such inducements is, and shall remain, conditioned upon Tenant’s faithful performance of all of the terms, covenants and conditions to be performed by Tenant under this Lease for the entire Term.  Accordingly, if an Event of Default shall occur hereunder, Landlord shall be relieved of any unfulfilled obligation to grant Inducements hereunder, or to incur further expenses in connection therewith, and Tenant shall pay as liquidated damages for Landlord’s granting the Inducements and not as a penalty, within thirty (30) days after the occurrence of the Event of Default, as Additional Rent, the unamortized portion of those Inducements incurred or granted prior to the

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date of the Event of Default (the “Pre-Default Inducements”).  Landlord may or, at Tenant’s request, shall, after the occurrence of an Event of Default, forward a statement to Tenant setting forth the amount of the Pre-Default Inducements, but the failure to deliver such a statement shall not be or be deemed to be a waiver of the right to collect the Pre-Default Inducements or extend the date upon which such amount shall be due and payable.

4.6                               Rent Abatement.  As of the Commencement Date, the first three and one half (3½) months of Base Rent shall be abated.  During such abatement period, Tenant shall be responsible for the payment of all of its other monetary obligations under this Lease.

5.                                      Calculation and Payments of Escalation Rent.  During each full or partial calendar year of the Term subsequent to the Base Year, Tenant shall pay to Landlord Escalation Rent in accordance with the following procedures:

5.1                               Payment of Estimated Escalation Rent.  During December of the Base Year and December of each subsequent calendar year, or as soon thereafter as practicable, Landlord shall give Tenant notice of its estimate of Escalation Rent due for the ensuing calendar year.  On or before the first day of each month during each ensuing calendar year, Tenant shall pay to Landlord in advance, in addition to Base Rent, one-twelfth (1/12th) of such estimated Escalation Rent, unless such notice is not given in December, in which event Tenant shall continue to pay on the basis of the prior calendar year’s estimate until the month after such notice is given, and subsequent payments by Tenant shall be based on Landlord’s notice.  With the first monthly payment based on Landlord’s notice, Tenant shall also pay the difference, if any, between the amount previously paid for such calendar year and the amount which Tenant would have paid through the month in which such notice is given, based on Landlord’s noticed estimate.  If at any time Landlord reasonably determines that the Escalation Rent for the current calendar year will vary from Landlord’s estimate, Landlord may, by notice to Tenant, revise its estimate for such calendar year, and subsequent payments by Tenant for such calendar year shall be based upon such revised estimate.

5.2                               Escalation Rent Statement and Adjustment.  Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of the actual Escalation Rent for such calendar year, showing in reasonable detail (i) the Building Operating Expenses and the Building Property Taxes comprising the actual Escalation Rent, and (ii) payments made by Tenant on account of Building Operating Expenses and Building Property Taxes for such calendar year.  If Landlord’s statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within thirty (30) days after delivery of the statement.  If Landlord’s statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord.  Notwithstanding any provision in this Lease to the contrary, however, in no event shall any decrease in Building Operating Expenses or Building Property Taxes below the Base Building Operating Expenses or Base Building Property Taxes, respectively, entitle Tenant to any refund, decrease in Base Rent,

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or any credit against sums due under this Lease.  Subject to Section 5.4, all annual statements shall be conclusive and binding upon Tenant; provided, however, that Landlord may revise the annual statement for any calendar year if Landlord first receives invoices from third parties, tax bills or other information relating to adjustments to Building Operating Expenses or Building Property Taxes allocable to such calendar year after the initial issuance of such annual statement, and/or the amount of Building Operating Expenses or Building Property Taxes allocable to the Base Year is subsequently adjusted.

5.3                               Proration for Partial Year.  If the Commencement Date is other than the first day of a calendar year or if this Lease terminates other than on the last day of a calendar year (other than due to an Event of Default), the amount of Escalation Rent for such fractional calendar year shall be prorated on the basis of twelve (12) thirty (30) day months in each calendar year.  Upon such termination, Landlord may, at its option, calculate the adjustment in Escalation Rent prior to the time specified in Section 5.2 above.

5.4                               Audit Right.

(a)                                 Landlord shall respond to any informal inquiries by Tenant regarding the Escalation Rent within thirty (30) days after receipt of same.  In addition, Tenant shall have one hundred twenty (120) days after receipt of Landlord’s Statement (including any revised Landlord’s Statement) to notify Landlord in writing that Tenant disputes the correctness of Landlord’s Statement (“Dispute Notice”).  If Tenant timely delivers a Dispute Notice to Landlord, Tenant’s auditor (“Tenant’s Auditor”) shall have the right, upon reasonable prior notice, during normal business hours, to examine all relevant records of Landlord concerning the year that is covered by Landlord’s Statement at the Building management office or other location in San Francisco designated by Landlord.  Tenant’s Auditor shall be subject to Landlord’s prior written approval, which shall not be unreasonably, withheld or delayed.  Without limiting the generality of the preceding sentence, Tenant’s Auditor must have at least seven (7) years of experience reviewing financial operating records of comparable office buildings in the San Francisco downtown financial district and must not be retained on a contingency fee basis.  The inspection of Landlord’s records must be completed within fifteen (15) business days after Tenant’s Auditor commences its inspection and within sixty (60) days after Landlord’s receipt of the Dispute Notice.  Tenant agrees to keep, and to cause Tenant’s Auditor to keep, all information obtained by Tenant or Tenant’s Auditor confidential.  If requested by Landlord, Tenant shall require Tenant’s Auditor to sign and deliver a confidentiality agreement to Landlord, reasonably acceptable in form and content to Landlord, prior to Landlord making its books and records available for inspection.  If Tenant fails to deliver a Dispute Notice to Landlord within one hundred twenty (120) days after receipt of Landlord’s Statement, Tenant shall have no further right to dispute the correctness of Landlord’s Statement.

(b)                                 If, following the examination of Landlord’s records by Tenant’s Auditor, Tenant continues to object to Landlord’s Statement, the parties shall meet and attempt in good faith to resolve the dispute.  If it is finally determined (by agreement between the parties, voluntary mediation or arbitration, settlement or court order) that Landlord’s Statement was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days after said determination, or at Landlord’s option, any overpayment by Tenant shall be credited against the next installment(s) of Rent payable by

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Tenant, or refunded to Tenant within sixty (60) days if the Lease has expired or otherwise been terminated.  All costs and expenses of Tenant’s Auditor shall be paid by Tenant unless it is finally determined that Landlord’s Statement overstated the actual Operating Expenses and Real Estate Taxes for the applicable calendar year by five percent (5%) or more, in which case Landlord shall pay the reasonable costs of Tenant’s Auditor for the audit of Landlord’s records, up to a maximum amount of Five Thousand Dollars ($5,000.00).

6.                                      Impositions Payable by Tenant.  Tenant shall pay all Impositions prior to delinquency.  If billed directly, Tenant shall pay such Impositions and concurrently present to Landlord satisfactory evidence of such payments.  If any Impositions are billed to Landlord or included in bills to Landlord for Real Estate Taxes, then Tenant shall pay to Landlord all such amounts within thirty (30) days after receipt of Landlord’s invoice therefor.  If applicable law prohibits Tenant from reimbursing Landlord for an Imposition, but Landlord may lawfully increase the Base Rent to account for Landlord’s payment of such Imposition, the Base Rent payable to Landlord shall be increased to net to Landlord the same return without reimbursement of such Imposition as would have been received by Landlord with reimbursement of such Imposition.

7.                                      Use of Premises.

7.1                               Permitted Use.  The Premises shall be used solely for the Permitted Use and for no other use or purpose.

7.2                               No Violation of Requirements.  Tenant shall not knowingly do or permit to be done, or bring or keep or permit to be brought or kept, in or about the Premises, or any other portion of the Project, anything which (i) is prohibited by, will in any way conflict with, or would invalidate any Requirements; or (ii) would cause a cancellation of any insurance policy carried by Landlord or Tenant, or give rise to any defense by an insurer to any claim under any such policy of insurance, or increase the existing rate of or adversely affect any insurance policy carried by Landlord, or subject Landlord to any liability or responsibility for injury to any person or property; or (iii) will in any way obstruct or interfere with the rights of other tenants or occupants of the Project, or injure or annoy them.  If Tenant does or permits anything to be done which increases the cost of any policy of insurance carried by Landlord, or which results in the need, in Landlord’s commercially reasonable judgment, for additional insurance to be carried by Landlord or Tenant with respect to any portion of the Project, then Tenant shall reimburse Landlord, upon demand, for any such additional premiums or costs, and/or procure such additional insurance, at Tenant’s sole cost and expense. Invocation by Landlord of such right shall not limit or preclude Landlord from prohibiting Tenant’s impermissible use that gives rise to the additional insurance premium or requirement or from invoking any other right or remedy available to Landlord under this Lease.  Tenant shall not bring into the Premises or any portion thereof, any furniture, fixtures and/or equipment, and/or make any Alterations to the Premises, the aggregate weight of which would exceed the specified live load capacity of the Floor or Floors on which the Premises are located.

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7.3                               Compliance with Requirements.

(a)                                 Except to the extent of Landlord’s obligations under Section 7.3(b) and the Work Letter, Tenant, at its cost and expense, shall promptly comply with all Requirements applicable to Tenant’s use or occupancy of, or business conducted in, the Premises (exclusive of the Base, Shell and Core), and shall maintain the Premises (exclusive of the Base, Shell and Core) in compliance with all applicable Requirements.  The final unappealable judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding involving Tenant, whether or not Landlord is party thereto, that Tenant is in non-compliance with any Requirement shall be conclusive of that fact.  In addition, Tenant shall make all modifications to any portion of the Project outside the Premises (including whether structural or capital in nature), which are necessitated, in whole or in part, by (i) Tenant’s specific use or occupancy of, or business conducted in, the Premises (other than general office purposes), (ii) any Alterations, or (iii) an uncured Event of Default (each, a “Trigger Event”), or Landlord may elect to perform such modifications at Tenant’s expense.  Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be required to make or pay for any structural changes in order to comply with any Requirements or with any recommendation of Landlord’s fire insurance rating organization unless the same is required by Tenant’s particular use of the Premises or a Trigger Event; provided that this sentence shall not limit the inclusion of the cost of structural changes in Operating Expenses as and to the extent permitted under the definition of Operating Expenses.

(b)                                 Landlord covenants and represents to Tenant that (A) as of the date Landlord delivers the Premises to Tenant, all Building Systems servicing the Premises, including without limitation the HVAC, mechanical, electrical, and plumbing systems, shall be in good working condition and repair, and (B) as of the date hereof, Landlord has not received any written notice from any governmental authority that the Building Systems serving the Premises or the Common Areas of the Project, including the path of travel to the Premises, are in violation of Requirements as currently interpreted, which violation remains uncured.  If any existing violation of applicable Requirements relating to the Building Systems or Common Areas prevents Tenant from obtaining a certificate of occupancy for the Premises or otherwise materially, adversely affects Tenant’s use of or access to the Premises, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedies (i) the Commencement Date shall be extended for each day that the violation of the applicable Requirements prevents Tenant from obtaining final sign off on the permits sufficient to permit occupancy for the Premises, and (ii) Landlord, at no cost to Tenant, shall perform such work or take such other action as may be necessary to cure the violation of Requirements that existed as of the date hereof, provided that nothing contained herein shall be deemed to prohibit Landlord from obtaining a variance or relying upon a grandfathered right in order to achieve compliance with Requirements.  Notwithstanding the foregoing, provided the Commencement Date is not delayed and Tenant’s use and occupancy of the Premises is not interfered with, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law, and Landlord’s obligation to perform work or take such other action to cure a violation under this Section 7.3(b) shall apply after the exhaustion of any and all rights to appeal or contest.  In addition, notwithstanding any provision in this Section 7.3(b) to the contrary, Landlord’s

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obligation under this Section 7.3(b) shall not apply to the life safety systems located wholly within and exclusively serving the Premises or any other compliance obligation arising from a Trigger Event, and Tenant, at its sole cost, shall perform any work to ensure the compliance of the life safety systems located wholly within and exclusively serving the Premises with applicable Requirements and perform such other compliance work.

7.4                               No Nuisance.  Tenant shall not (i) do or permit anything to be done in or about the Premises, or any other portion of the Project, which would injure or annoy, or obstruct or interfere with the rights of, Landlord or other occupants of the Project, or others lawfully in or about the Project; (ii) use or allow the Premises to be used in any manner inappropriate for a first-class office building and the Project, or for any improper or objectionable purposes, or do or permit any act which in Landlord’s sole judgment might damage the reputation of the Project; or (iii) cause, maintain or permit any nuisance or waste in, on or about the Premises, or any other portion of the Project.

7.5                               Compliance With Environmental Laws; Use of Hazardous Materials.  Without limiting the generality of Section 7.3 above, Tenant and all other Tenant Parties shall at all times comply with all applicable Environmental Laws with respect to the use and occupancy of any portion of the Project pursuant to this Lease.  Tenant and all other Tenant Parties shall not generate, store, handle, or otherwise use, or allow, the generation, storage, handling, or use of, Hazardous Materials in the Premises or transport the same through the Project, except in accordance with the Rules and Regulations.  In the event of a release of any Hazardous Materials caused by, or due to the act or neglect of, Tenant or any other Tenant Parties, Tenant shall immediately notify Landlord and take such remedial actions as Landlord may direct in Landlord’s sole discretion as necessary or appropriate to abate, remediate and/or clean up the same.  If so elected by Landlord by notice to Tenant, Landlord shall take such remedial actions on behalf of Tenant at Tenant’s sole cost and expense.  In any event, Landlord shall have the right, without liability or obligation to Tenant, to direct and/or supervise Tenant’s remedial actions and to specify the scope thereof and specifications therefor.  Tenant and the other Tenant Parties shall use, handle, store and transport any Hazardous Materials in accordance with applicable Environmental Laws, and shall notify Landlord of any notice of violation of Environmental Laws which it receives from any governmental agency having jurisdiction.  In no event shall Landlord be designated as the “generator” on, nor shall Landlord be responsible for preparing, any manifest relating to Hazardous Materials generated or used by Tenant or any other Tenant Parties.

7.6                               Pre-Existing Hazardous Materials.  Landlord shall be solely responsible for cleanup or remediation of Pre-Existing Hazardous Materials.  Landlord acknowledges that the Building houses a 2,000 gallon diesel fuel tank that services the Building’s emergency generator (the “Fuel Tank”).  Landlord covenants, represents, and warrants that (A) the Fuel Tank complies with all applicable Requirements as of the date of this Lease, and (B) to Landlord’s actual knowledge, there are no known asbestos containing materials in the Project.  Notwithstanding anything to the contrary contained in this Article, in no event shall Tenant be required to clean up, remove or remediate any Pre-Existing Hazardous Materials in or at the Premises or the Project, except to the extent, and only to the extent, that any hazard posed by such Pre-Existing Hazardous Materials is exacerbated by, or the cost to clean up, remove or remediate such Pre-Existing Hazardous Materials is increased as a result of, the acts or omissions

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of Tenant or any other Tenant Parties after Tenant has been informed in writing of the Pre-Existing Hazardous Materials.

8.                                      Building Services.

8.1                               Maintenance of Project.  Landlord shall maintain the Common Areas, all exterior landscaping, the windows in the Building, the electrical, mechanical, heating, ventilation, air-conditioning, plumbing and fire protection systems serving the Premises and the Building, the telephone cable distribution system serving the Building to the telephone terminal on each Floor, the common shafts, stacks, pipes, conduits, and ducts containing such equipment and systems and the space containing them, and the structure of the Building, in reasonably good order and condition, except for ordinary wear and tear, damage by Casualty or condemnation, or damage occasioned by the act or omission of Tenant or any other Tenant Parties, which damage shall be repaired by Landlord at Tenant’s expense.  Landlord shall have the right, exercised by Landlord in its sole discretion, in connection with its maintenance of the Project hereunder, (i) to change the arrangement and/or location of any Common Area amenity, installation or improvement, or other public parts of the Project, and (ii) to utilize portions of the Common Areas from time to time for entertainment, displays, product shows, leasing of kiosks or such other uses that Landlord may determine are desirable; provided that the Building shall continue to be maintained as a class “A” office building in the downtown San Francisco financial district.

8.2                               Building-Standard Services.  Landlord shall cause to be furnished to Tenant:  (i) tepid and cold water to those points of supply and in volumes provided for general use of tenants in the Building; (ii) electricity up to the Wattage Allowance (on a daily, non-cumulative basis) for lighting and the operation of electrically powered office equipment; (iii) heat, ventilation and air conditioning as reasonably determined by Landlord and in accordance with standards of class “A” office buildings in the downtown San Francisco financial district during Building Standard Hours; (iv) passenger elevator service; (v) freight elevator service subject to then applicable Building-standard procedures and scheduling; (vi) lighting replacement for Building-standard lights; (vii) restroom supplies; (viii) exterior window washing as determined by Landlord in its commercially reasonable judgment, but no less frequently than twice per year; and (ix) janitor service on a five (5) day per week basis (excluding Building holidays), except Landlord shall not be required to clean portions of the Premises used for preparing or consuming food or beverages or provide special treatment or services for above-standard tenant improvements.  Landlord may establish in the Premises or other portions of the Project such measures as it deems necessary or appropriate to conserve energy, including automatic switching of lights and/or more efficient forms of lighting.  When and if so elected by Landlord, in its sole discretion from time to time or at any time, Landlord may also provide security services for the Project (but not individually for Tenant or the Premises) of such scope and type as Landlord may determine in its sole discretion.  Landlord shall not be liable in any manner to Tenant or any other Tenant Parties for any acts (including criminal acts) of others, or for any direct, indirect, or consequential damages, or any injury or damage to, or interference with, Tenant’s business, including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, or other loss or damage, bodily injury or death, related to any malfunction, circumvention or other failure of any security services which Landlord elects to provide, or on account of Landlord’s election not to provide any security service or services, or for the failure of any security services to prevent bodily

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injury, death, or property damage, or loss, or to apprehend any person suspected of causing such injury, death, damage or loss.  Subject to (a) all of the terms and conditions of this Lease, including the Rules and Regulations attached hereto as Exhibit B, (b) emergency situations or other matters outside the reasonable control of Landlord, and (c) applicable Requirements, Tenant shall have access to and use of the Project 24 hours per day, 7 days per week, 365 days per year throughout the Lease Term.

8.3                               Interruption or Unavailability of Services.  Landlord shall not be in default hereunder or liable for any damages directly or indirectly resulting from, Rent shall not be abated, no constructive or other eviction shall be construed to have occurred, and Tenant shall not be relieved from any of its obligations under this Lease, by reason of the failure to furnish or delay in furnishing any maintenance or services under this Article 8, regardless of the cause of such failure.  Landlord shall use commercially reasonable efforts promptly to remedy any failure or interruption in the furnishing of such maintenance or services.  Landlord makes no warranty or representation to Tenant regarding the adequacy or fitness of the heating, air conditioning or ventilation equipment in the Project or the Premises to maintain temperatures that may be required for, or because of, any of Tenant’s fixtures or equipment which uses other than the fractional horsepower normally required for standard office equipment and Landlord shall have no liability for loss or damage suffered by Tenant or others in connection therewith.  Notwithstanding anything contained in this Section 8.3 to the contrary, if (i) there is an interruption in the Essential Services (as defined below) and Tenant supplies Landlord with written notice thereof (the “Interruption Notice”), (ii) such interruption is not the result of an act or omission of Tenant or Tenant’s Parties, (iii) such interruption is not the result of a Casualty (in which case Article 12 of this Lease shall apply), (iv) the repair or restoration of the Essential Service is within the reasonable control of Landlord, and (v) as a result of such interruption the Premises, or a material portion thereof, is rendered untenantable and is in fact not used by Tenant for five (5) consecutive business days, then Tenant’s sole remedy for such interruption shall be as follows:  commencing on the sixth (6th) consecutive business day following the later to occur of the date Tenant ceases to use the Premises (or a material portion thereof) or the date Tenant provides Landlord with an Interruption Notice, the Rent (other than specific charges made for additional services requested by Tenant) payable under this Lease shall abate in proportion to the portion of the Premises that is rendered untenantable on a per diem basis for each day thereafter until the date the Premises becomes tenantable again.  If the conditions described in clauses (i), (ii), (iii) and (v) have been satisfied, but the repair and restoration of Essential Service is not within reasonable control of Landlord, then Tenant’s sole remedy for such interruption shall be as follows:  commencing on the sixth (6th) consecutive business day following the later to occur of the date Tenant ceases to use Premises or a material portion thereof) and the date Tenant provides with an Interruption Notice, the Rent (other than specific charges made for additional services requested by Tenant) payable under this Lease shall abate in proportion to the portion of the Premises that is rendered untenantable on a per diem basis for each day thereafter until the date the Premises becomes tenantable again, but only to the extent Landlord actually receives proceeds from rent loss insurance that is allocable to this Lease and the event or circumstance causing the interruption of Essential Services.  For the purposes of this Section 8.3, “Essential Services” shall mean services provided by the heating, ventilation and air conditioning systems, life safety systems, mechanical systems, elevator, plumbing and waste disposal systems and electrical systems as are reasonably necessary to operate the Premises for its Permitted Use as set

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forth in Section 7.1 above, to the extent Landlord is required to provide the same under this Lease..

8.4                               Tenant’s Use of Excess Electricity and Water; Premises Occupancy Load.  Tenant shall not, without Landlord’s prior consent, which shall not be unreasonably withheld:  (i) install in the Premises, (A) lighting, equipment, and/or apparatus, the aggregate average monthly power usage of which exceeds the Wattage Allowance, or which requires a voltage other than 277 volts single-phase, (B) heat-generating or heat-sensitive equipment (excluding typical equipment used for general office use in Comparable Buildings), or lighting other than Building-standard lights, (C) supplementary air conditioning facilities, (D) Alterations which reconfigure the Premises, or fixtures or equipment therein, affecting the temperature otherwise maintained by the Building-standard heating, ventilation and air conditioning system, or (E) equipment that requires a separate temperature-controlled room, or (ii) permit occupancy levels in excess of (x) one person per one hundred thirty five (135) feet of rentable area with respect to floors on which Tenant leases all of the rentable area, or (y) one person per one hundred sixty (160) feet of rentable area with respect to floors on which Tenant does not lease all of the rentable area.  If, pursuant to this Section 8.4, Landlord consents to any installation or occupancy pursuant to clauses (i) or (ii) above, Landlord may, at Landlord’s election after notice to Tenant or upon Tenant’s request, install supplementary air conditioning facilities in the Premises, or otherwise modify the heating, ventilation and air conditioning system serving the Premises, and/or increase the supply of electricity to the Premises, in order to maintain the temperature otherwise maintained by the Building heating, ventilation, and air conditioning system, and/or to supply any increase in the electricity demand of the Premises, and/or to serve any separate temperature-controlled room; provided that Landlord agrees that it shall not require the installation of supplementary air conditioning facilities or other modifications of the systems at Tenant’s cost unless Landlord has received from a reputable engineer a recommendation for such installations or modifications in order to meet the load requirements for Tenant’s use of the applicable portions of the Premises.  Tenant shall pay the commercially reasonable cost of any transformers, additional risers, panel boards, and all other facilities if, when and to the extent installed hereunder or required to furnish power for, and all costs of supplying and maintaining, any supplementary air conditioning facilities or modified ventilating and air conditioning equipment.  The capital, maintenance and service costs of installing, supplying, and maintaining any such facilities, utilities, and modifications shall be paid by Tenant as Rent.  Landlord, at its election and at Tenant’s expense, may also install and maintain an electric current meter or water meter (together with all necessary wiring and related equipment) at the Premises to measure the power and/or water usage of electricity and/or such ventilation and air conditioning equipment, or may otherwise cause such usage to be measured by reasonable methods; provided that Landlord agrees that it shall not charge Tenant the cost of the installation of such meters unless, with respect to electric current meters (1) Landlord has received from a reputable engineer an analysis of the use of electricity in the applicable portion of the Premises that indicates that usage in that area exceeds the Wattage Allowance, or (2) the actual measurement of electrical usage made through those meters exceeds the Wattage Allowance, or with respect to water meters (3) Landlord has received from a reputable engineer an analysis of the use of water in the applicable portion of the Premises that indicates that usage in that area exceeds the usage of general office users in the Building, or (4) the actual measurement of water usage made through those meters shows usage in that area exceeds the usage of general office users in the Building.

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8.5                               Provision of Additional Services.  If Tenant desires services in amounts additional to or at times different from those set forth in Section 8.2 above, or any other services that are not provided for in this Lease, Tenant shall make a request for such services to Landlord with such advance notice as Landlord may reasonably require.  If Landlord provides such services to Tenant, Tenant shall pay Landlord’s charges for such services (including Landlord’s then Building-standard administrative fee and such indirect costs as engineers’ expenses and a reasonable allowance for wear and tear on the Building Systems) within thirty (30) days after Tenant’s receipt of Landlord’s invoice.

8.6                               Tenant’s Supplemental Air Conditioning.  If Landlord consents to Tenant’s installation of supplementary air conditioning facilities under Section 8.4 above or the Work Letter, Tenant shall have access to and use of the Building’s condenser water up to and not to exceed ten (10) tons per floor for such facilities.  Tenant shall reimburse Landlord for (i) Landlord’s charges for Tenant’s usage of such condenser water, and (ii) Tenant’s Percentage Share of Landlord’s charges for maintaining the system that supplies such condenser water, within thirty (30) days after Tenant’s receipt of Landlord’s invoice, subject to Tenant’s rights as set forth in Section 5.4.  Landlord shall have the right to install, at Tenant’s cost and expense, meters to measure Tenant’s usage hereunder for purposes of calculating the charges payable by Tenant for such condenser water.

9.                                      Maintenance of Premises.  Tenant shall, at Tenant’s cost and expense, keep the Premises in good condition and repair, except for ordinary wear and tear, damage by Casualty or condemnation, and the maintenance and repair to be performed by Landlord pursuant to Section 8.1 above. Except as specifically set forth in this Lease, Landlord (i) has no obligation to alter, remodel, improve, repair, decorate or paint the Premises, or any part thereof, and (ii) has no obligation respecting the condition, maintenance and repair of the Premises or any other portion of the Project.  Tenant hereby waives all rights, including under Subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and under any similar law now or hereafter in effect, to make repairs which are Landlord’s obligation under this Lease at the expense of Landlord or to receive any setoff or abatement of Rent or in lieu thereof to vacate the Premises or terminate this Lease.

10.                               Alterations to Premises.  All Alterations shall be made in accordance with the Construction Guide, the Building-standard procedures, specifications, and details (including the standard for construction and quality of materials in the Project) as then established by Landlord, all applicable Requirements, and the provisions of this Article 10.  In the event of any conflict between this Article 10 and the Construction Guide, the Building-standard procedures, specifications or details then in effect, the provisions of this Article 10 shall govern.

10.1                        Landlord Consent; Procedure.  Tenant shall not make or permit to be made any Alterations without Landlord’s prior written consent, which as to any Major Alterations may be given or withheld in Landlord’s sole discretion.

10.2                        General Requirements.

(a)                                 Except as otherwise provided in the Work Letter with respect to the initial leasehold improvements to the Premises (if any), all Alterations shall be designed and

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performed by Tenant at Tenant’s cost and expense; provided, however, that if any Alterations require work to be performed outside the Premises, Landlord may elect to perform such work at Tenant’s expense pursuant to the terms of this Lease; provided that Landlord’s costs therefor shall be commercially reasonable.

(b)                                 All Alterations shall be performed only by contractors, engineers or architects reasonably approved by Landlord, and shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord.  Landlord shall not unreasonably withhold or delay its approval of any such contractors, engineers, architects, plans or specifications; provided, however, that Landlord may specify contractors, engineers or architects to perform work affecting the structural portions of the Project or the Building Systems.  Tenant shall engage only labor that is harmonious and compatible with other labor working in the Project.  In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance.

(c)                                  Prior to commencement of the Alterations, Tenant shall deliver to Landlord (i) any building or other permit required by Requirements in connection with the Alterations; and (ii) a copy of executed construction contract(s).  In addition, Tenant shall require its general contractor to carry and maintain the following insurance at no expense to Landlord, and Tenant shall furnish Landlord with satisfactory evidence thereof prior to the commencement of construction of the Alterations:  (A) commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000.00) combined single limit for bodily injury and property damage, including personal injury and death, and contractor’s protective liability, and products and completed operations coverage in an amount not less than Five Million Dollars ($5,000,000.00) in the aggregate; (B) commercial automobile liability insurance with a policy limit of not less than Five Million Dollars ($5,000,000.00) each accident for bodily injury and property damage, providing coverage at least as broad as the Insurance Services Office (ISO) Business Auto Coverage form covering Automobile Liability, code 1 “any auto,” and insuring against all loss in connection with the ownership, maintenance and operation of automotive equipment that is owned, hired or non-owned; and (C) worker’s compensation with statutory limits and employer’s liability insurance with a limit of not less than One Million Dollars ($1,000,000.00) per occurrence.  All insurance required by this Article 10 shall be issued by solvent companies qualified to do business in the State of California, and with a Best & Company rating of A:VIII or better.  All such insurance policies (except workers’ compensation insurance) shall (i) provide that Landlord, Landlord’s managing agent, any Encumbrancer, and any other person requested by Landlord is designated as an additional insured with respect to liability arising out of work performed by or for Tenant’s general contractor without limitation as to coverage afforded under such policy pursuant to an endorsement providing coverage at least as broad as ISO form CG 20 37 10 01 or its equivalent, and (2) specify that such insurance is primary and that any insurance or self-insurance maintained by Landlord shall not contribute with it.  Tenant shall provide Landlord with at least thirty (30) days’ prior written notice of any proposed cancellation of the policy received from Tenant’s insurer.  The insurance limits in this Section can be met using any combination of primary and excess/umbrella liability that Tenant determines, in its sole discretion. Tenant shall cause Tenant’s general contractor to notify Landlord within ten (10) days after any material modification of any policy of insurance required under this Article.  Landlord may inspect the original policies of such insurance coverage at any

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time.  Upon Landlord’s request, Tenant shall deliver complete certified copies of such policies.  Tenant’s general contractor shall furnish Landlord evidence of insurance for its subcontractors as may be reasonably required by Landlord.  Tenant acknowledges and agrees that Landlord may require other types of insurance coverage and/or increase the insurance limits set forth above if Landlord determines such increase is required to protect adequately the parties named as insureds or additional insureds under such insurance.

(d)                                 Tenant shall give Landlord at least twenty (20) days’ prior written notice of the date of commencement of any construction on the Premises to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall comply with the requirements of Sections 8700 through 8730 of the California Civil Code as the contracting owner, to the extent applicable, and prior to commencement of construction, Tenant shall provide Landlord with evidence of compliance with said statute, if applicable.  Tenant acknowledges that the contractual waiver of the benefits of California Civil Code Sections 8700 through 8730 is expressly declared to be against public policy.

(e)                                  Tenant shall promptly commence construction of Alterations, cause such Alterations to be constructed in a good and workmanlike manner and in such a manner and at such times so that any such work shall not disrupt or interfere with the use, occupancy or operations of other tenants or occupants of the Project, and complete the same with due diligence as soon as possible after commencement, subject to Section 31.12.  All trash which may accumulate in connection with Tenant’s construction activities shall be removed by Tenant at its own expense from the Premises and the Project.

(f)                                   In addition to the foregoing, as a condition of its consent to Alterations hereunder, Landlord may impose any reasonable requirements customarily imposed by comparable landlords that Landlord considers necessary or desirable, including a requirement that, for Alterations costing in excess of $250,000, Tenant provide Landlord with a surety bond, a letter of credit, or other financial assurance that the cost of the Alterations will be paid when due.

10.3                        Landlord’s Right to Inspect.  Landlord or its agents shall have the right (but not the obligation) to inspect the construction of Alterations, and to require corrections of faulty construction or any material deviation from the plans for such Alterations as approved by Landlord; provided, however, that no such inspection shall (i) be deemed to create any liability on the part of Landlord, or (ii) constitute a representation by Landlord that the work so inspected conforms with such plans or complies with any applicable Requirements, or (iii) give rise to a waiver of, or estoppel with respect to, Landlord’s continuing right at any time or from time to time to require the correction of any faulty work or any material deviation from such plans.  In addition, under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of Tenant’s plans and specifications, Tenant’s contractors, mechanics or engineers, design or construction of any Alteration, or, except to the extent caused by the gross negligence or willful misconduct of Landlord or its agents, employees or representatives, any delay in completion of any Alteration.

10.4                        Tenant’s Obligations Upon Completion.  Promptly following completion of any Alterations, Tenant shall (i) furnish to Landlord “as-built” drawings and specifications in

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CAD format showing the Alterations as made and constructed in the Premises, (ii) cause a timely notice of completion to be recorded in the Office of the Recorder of the County of San Francisco in accordance with Civil Code Section 8182 or any successor statute, and (iii) deliver to Landlord evidence of full payment and unconditional final waivers of all liens for labor, services, or materials in excess of Five Thousand Dollars ($5,000.00) in the aggregate.

10.5                        Repairs.  If any part of the Building Systems shall be damaged during the performance of Alterations, Tenant shall promptly notify Landlord, and Landlord may elect to repair such damage at Tenant’s expense.  Alternatively, Landlord may require Tenant to repair such damage at Tenant’s sole expense using contractors approved by Landlord.

10.6                        Ownership and Removal of Alterations.

(a)                                 Ownership.  All Alterations shall become a part of the Project and immediately belong to Landlord without compensation to Tenant, unless Landlord consents otherwise in writing; provided, however, that equipment and movable furniture shall remain the property of Tenant.

(b)                                 Removal.  Upon submission of any plans for Landlord’s approval, Tenant may request prior to the installation of specific Non-Standard Improvements in the Premises as an Alteration or as part of any Tenant Improvements installed pursuant to the Work Letter, that Landlord agree not to require Tenant to remove such items upon expiration or termination of the Lease or agree to permit Tenant to remove any item it may otherwise not be permitted to remove under the terms of this Lease.  (The scope and condition of the improvements in the Premises as improved with the Tenant Improvements constructed pursuant to the Work Letter, taking into account any Non-Standard Improvements Tenant is obligated to remove pursuant to this Section 10.6(b) or the Work Letter is referred to in this Lease as the “Baseline Condition.)  Such consent, may be granted or denied in Landlord’s sole discretion, and must be granted in writing in order to be binding against Landlord.  If so required by Landlord, Tenant, prior to the expiration of the Term or termination of this Lease, shall, at Tenant’s sole cost and expense, (i) remove any or all Alterations and Non-Standard Improvements, (ii) restore the Premises to the condition existing prior to the installation of such Alterations and Non-Standard Improvements; provided that Tenant shall not be obligated to perform more removal and/or restoration than necessary to restore the Premises to the Baseline Condition, and (iii) repair all damage to the Premises or Project caused by the removal of such Alterations and/or Non-Standard Improvements.  If Tenant fails to remove, restore and repair under this Section, then Landlord, upon fifteen (15) days’ written notice to Tenant, may remove such Alterations and Non-Standard Improvements and perform such restoration and repair, and Tenant shall reimburse Landlord for the commercially reasonable costs and expenses incurred by Landlord in performing such removal, restoration and repair, upon submission of reasonably detailed invoices therefor.  Subject to the foregoing provisions regarding removal, as of the Expiration Date, all Alterations and Tenant Work shall be Landlord’s property and at the expiration of the Term or termination of this Lease shall remain on the Premises without compensation to Tenant.  Notwithstanding anything contained herein to the contrary, Tenant shall not be obligated to remove, at the expiration or termination of this Lease, improvements existing in the Premises as of the Lease Date.

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10.7                        Minor Alterations.  Notwithstanding any provision in the foregoing to the contrary, Tenant may construct Minor Alterations in the Premises without Landlord’s prior written consent, but with prior notification to Landlord.  Before commencing construction of Minor Alterations, Tenant shall submit to Landlord such documentation as Landlord may reasonably require to determine whether Tenant’s proposed Alterations qualify as Minor Alterations.  Except to the extent inconsistent with this Section 10.7, Minor Alterations shall otherwise comply with the provisions of this Article 10.  All references in this Lease to “Alterations” shall mean and include Minor Alterations, unless specified to the contrary.

10.8                        Landlord’s Fee.  In connection with installing or removing Alterations, Tenant shall pay Landlord’s then standard charges for review and approval of Tenant’s plans, specifications and working drawings, and administration by Landlord of the construction, installation or removal of Alterations, and restoration of the Premises to their previous condition; provided, however Landlord’s then-standard charges therefor shall not exceed three percent (3%) of the hard construction costs supervised by Landlord.  If necessary, Landlord may hire third parties to review Tenant’s plans, specifications and working drawings and/or to supervise the construction, installation or removal of Alterations from the Premises, in which event Tenant shall reimburse Landlord for the commercially reasonable fees and costs charged by such third parties upon receipt of an invoice therefor in addition to the charges described in the first sentence of this Section 10.8.  Tenant shall pay the amount of all fees and costs owing pursuant to this Section 10.8 within fifteen (15) days after receipt from Landlord of a statement or invoice therefor.  The provisions of this Section 10.8 shall not apply in connection with the initial leasehold improvements described in the Work Letter.

11.                               Liens.  Tenant shall keep the Project free from any liens arising out of any work performed or obligations incurred by or for, or materials furnished to, Tenant pursuant to this Lease or otherwise.  Landlord shall have the right to post and keep posted on the Premises any notices permitted or required by law or which Landlord may deem to be proper for the protection of Landlord and the Project from such liens.  If Tenant does not, within ten (10) business days following the recording of notice of any such lien, cause the same to be released of record or bonded against, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by any means as Landlord shall deem proper, including by payment of the claim giving rise to such lien.  All sums paid by Landlord for such purpose, and all reasonable expenses incurred by it in connection therewith, shall be payable to Landlord by Tenant, as additional rent, on demand, together with interest at the Interest Rate from the date such expenses are incurred by Landlord to the date of the payment thereof by Tenant to Landlord, subject to Landlord’s delivery to Tenant of an itemized invoice for the costs thereof.  The bond permitted under this Section shall be issued by a company reasonably acceptable to Landlord.

12.                               Damage or Destruction.

12.1                        Obligation to Repair.  Except as otherwise provided in this Article 12, if the Premises, or any other portion of the Project necessary for Tenant’s use and occupancy of the Premises, are damaged or destroyed by Casualty, Landlord shall, within ninety (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, notify Tenant of the estimated time, in Landlord’s reasonable

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judgment, required to repair such damage or destruction (the “Repair Estimate”).  If Landlord estimates that the necessary repairs can be completed within ninety (90) days after the date of Landlord’s notice, and if Landlord receives insurance proceeds sufficient for such purpose, then (i) Landlord shall repair the Premises, and/or the portion of the Project necessary for Tenant’s use and occupancy of the Premises, to substantially the condition existing immediately before such damage or destruction, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent and items of additional rent relating to Operating Expenses, Real Estate Taxes and insurance, shall abate for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the Premises.

12.2                        Landlord’s Election.  If Landlord estimates that the necessary repairs cannot be completed within ninety (90) days after the date of Landlord’s notice, or if insurance proceeds are insufficient for such purpose, or if Landlord does not otherwise have the obligation to repair or restore the damage or destruction pursuant to Section 12.1, then in any such event Landlord may elect, in its notice to Tenant pursuant to Section 12.1, to (i) terminate this Lease or (ii) repair the Premises or the portion of the Project necessary for Tenant’s use and occupancy of the Premises pursuant to the applicable provisions of Section 12.1 above.  If Landlord terminates this Lease, then this Lease shall terminate as of the date specified in Landlord’s notice.

12.3                        Tenant’s Election.  If Landlord does not elect to terminate this Lease pursuant to Section 12.2 above, and the Repair Estimate indicates that repairs cannot be completed within two hundred forty (240) days after the Casualty Discovery Date, Tenant may elect to terminate this Lease by giving written notice of such election to Landlord within ten (10) business days after receipt of the Repair Estimate.  If Tenant terminates this Lease, then this Lease shall terminate as of the date specified in Tenant’s notice, but in no event later than thirty (30) days after Landlord’s receipt of Tenant’s termination notice.  Notwithstanding anything to the contrary contained in this Section, (a) if the Repair Estimate indicates that the necessary repairs can be completed within the two hundred forty (240) day time period, or if Landlord fails to timely provide Tenant with the Repair Estimate, and such restoration is not, in fact, substantially completed within such two hundred forty (240) day time period, then Tenant shall have the option to terminate this Lease on thirty (30) days prior notice by giving Landlord notice of such termination within fifteen (15) days after expiration of such two hundred forty (240) day time period, and (b) if the Repair Estimate indicates that the necessary repairs cannot be completed (when such repairs are made without the payment of overtime or other premiums) within the two hundred forty (240) day time period and neither party terminates this Lease, such Repair Estimate to include Landlord’s reasonable estimate of the time required to complete such restoration, and such restoration is not in fact substantially completed within the time period set forth in Landlord’s Repair Estimate, then Tenant shall have the option to terminate this Lease on thirty (30) days prior notice by giving Landlord notice of such termination within fifteen (15) days after expiration of such time period.

12.4                        Cost of Repairs.  Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds

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payable to Tenant under the insurance policies Tenant is required to carry under subsections (ii) and (iii) of Section 14.1(c), other than insurance proceeds attributable to Tenant’s personal property, including without limitation cabling and wiring installed by Tenant in the Premises.  If neither party elects to terminate this Lease pursuant to the provisions of this Article 12, Landlord shall repair the Building Systems and any portion of the Project necessary for Tenant’s use and occupancy of the Premises and, to the extent Landlord receives insurance proceeds therefor, all improvements in the Premises, including Alterations and the Tenant Improvements.  Tenant shall replace or repair, at Tenant’s cost and expense, Tenant’s furniture, equipment, trade fixtures and other personal property in the Premises.

12.5                        Damage at End of Term.  Notwithstanding anything to the contrary contained in this Article 12, if the Premises, or any portion thereof or of the Project, are damaged or destroyed by Casualty within the last twelve (12) months of the Term, and the Repair Estimate indicates that the necessary repairs cannot be completed (when such repairs are made without the payment of overtime or other premiums) so that at least six (6) full calendar months will remain in the Term following completion of the repairs, then either party shall have the right, in its sole discretion, to terminate this Lease by notice to the other party.  Landlord’s notice of termination shall be included in the Repair Estimate.  Tenant’s notice of termination must be given to Landlord within ten (10) business days after Tenant’s receipt of the Repair Estimate.  Such termination shall be effective on the date specified in either party’s termination notice to the other party, but in no event later than thirty (30) days after Tenant’s receipt of the Repair Estimate.

12.6                        Waiver of Statutes.  The respective rights and obligations of Landlord and Tenant in the event of any damage to or destruction of the Premises, or any other portion of the Project, are governed exclusively by this Lease.  Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Civil Code Sections 1932(2) and 1933(4), providing for the termination of a lease upon destruction of the leased property.

13.                               Eminent Domain.

13.1                        Effect of Taking.  Except as otherwise provided in this Article 13, if all or any part of the Premises is taken as a result of the exercise of the power of eminent domain or condemned for any public or quasi-public purpose, or if any transfer is made in avoidance of such exercise of the power of eminent domain (collectively, “taken” or a “taking”), this Lease shall terminate as to the part of the Premises so taken as of the effective date of such taking.  On a taking of a portion of the Premises, Landlord and Tenant shall each have the right to terminate this Lease by notice to the other given within sixty (60) days after the effective date of such taking, if the portion of the Premises taken is of such extent and nature so as to materially impair Tenant’s business use of the balance of the Premises.  Such termination shall be operative as of the effective date of the taking.  Landlord may also terminate this Lease on a taking of any portion of the Project if Landlord determines in its sole discretion that (i) such taking is of such extent and nature as to render the operation of the remaining Project economically infeasible or to require a substantial alteration or reconstruction of such remaining portion, or (ii) the amount of the award payable to Landlord under Section 13.2 below, after deducting all costs and expenses incurred by Landlord in connection with such taking, is not sufficient to restore the Project (including the Premises) pursuant to Section 13.3 below.  Landlord shall elect

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termination under clause (i) or (ii) above by notice to Tenant given within ninety (90) days after the effective date of such taking or as soon thereafter as possible, and such termination shall be operative as of the effective date of such taking.  Upon a taking of the Premises which does not result in a termination of this Lease (other than as to the part of the Premises so taken), the Base Rent shall thereafter be reduced as of the effective date of such taking in the proportion that the rentable area of the Premises so taken bears to the total rentable area of the Premises.

13.2                        Condemnation Proceeds.  All compensation awarded or received in connection with a taking shall be the property of Landlord, and Tenant hereby assigns to Landlord any and all elements of said compensation which Tenant would, in the absence of said assignment, have been entitled to receive.  Specifically, and without limiting the generality of the foregoing, said assignment is intended to include:  (i) the “bonus value” represented by the difference, if any, between Rent under this Lease and market rent for the unexpired Term of this Lease, (ii) the value of improvements to the Premises, whether said improvements were paid for by Landlord or by Tenant, (iii) the value of any trade fixtures, and (iv) the value of any and all other items and categories of property for which payment of compensation may be made in any such taking.  Notwithstanding the foregoing, Tenant shall be entitled to receive any award of compensation for loss of or damage to the goodwill of Tenant’s business (but only to the extent the same does not constitute “bonus value”) and for any moving or relocation expenses which Tenant is entitled under the law to recover directly from the public agency which acquires the Premises.

13.3                        Restoration of Premises.  On a taking of the Premises which does not result in a termination of this Lease (other than as to the part of the Premises so taken), Landlord and Tenant shall restore the Premises to substantially the condition existing immediately before such taking, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements.  Landlord and Tenant shall perform such restoration in accordance with the applicable provisions and allocation of responsibility for repair and restoration of the Premises on damage or destruction pursuant to Article 12 above, and both parties shall use any awards received by such party attributable to the Premises for such purpose.

13.4                        Taking at End of Term.  Notwithstanding anything to the contrary contained in this Article 13, if the Premises, or any portion thereof or of the Project, are taken within the last Lease Year of the Term, then Landlord shall have the right, in its sole discretion, to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such taking.  Such termination shall be effective on the date specified in Landlord’s notice to Tenant, but in no event later than the end of such ninety (90) day period.

13.5                        Tenant Waiver.  The rights and obligations of Landlord and Tenant on any taking of the Premises or any other portion of the Project are governed exclusively by this Lease. Accordingly, Tenant hereby waives the provisions of any law to the contrary, including California Code of Civil Procedure Sections 1265.120 and 1265.130, or any similar successor statute.

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14.                               Insurance.

14.1                        Liability Insurance.  Tenant, at its cost and expense, shall procure and maintain, from the Lease Date and throughout the Term, the following insurance:

(a)                                 Commercial General Liability Insurance.  Tenant shall maintain a policy(ies) of commercial general liability insurance written on an “occurrence” basis, with limits of liability, in the aggregate, of not less than Five Million Dollars ($5,000,000.00).  Such policy(ies) shall cover bodily injury, property damage, personal injury, and advertising injury arising out of or relating (directly or indirectly) to Tenant’s business operations, conduct, assumed liabilities, or use or occupancy of the Premises or the Project, and shall include all the coverages typically provided by the Broad Form Commercial General Liability Endorsement, including broad form property damage coverage (which shall include coverage for completed operations).  Tenant’s liability coverage shall further include premises-operations coverage, products liability coverage (if applicable), products-completed operations coverage, owners and contractors protective coverage (when reasonably required by Landlord), and blanket contractual coverage including both oral and written contracts.  It is the parties’ intent that Tenant’s contractual liability coverage provide coverage to the maximum extent possible of Tenant’s indemnification obligations under this Lease.

(b)                                 Tenant’s Workers’ Compensation and Employer Liability Coverage.  Tenant shall maintain workers’ compensation insurance as required by law and employer’s liability insurance with limits of no less than One Million Dollars ($1,000,000.00) per occurrence.

(c)                                  Tenant’s Property Insurance.  Tenant shall maintain property insurance coverage, extended coverage and special extended coverage insurance for (i) all office furniture, trade fixtures, office equipment, merchandise, and all other items of Tenant’s property in, on, at, or about the Premises and the Project, (ii) the Tenant Improvements, as that term is defined in the Work Letter (including during installation and after completion), and any other improvements which exist in the Premises as of the date of this Lease, other than the base Building Improvements which are intended to be insured and/or restored by Landlord, and (iii) all Alterations (including during installation and after completion).  Such policy shall (1) be written on an “all risk” (special-causes-of-loss) policy form or an equivalent form reasonably acceptable to Landlord, (2) include an agreed-amount endorsement for no less than the full replacement cost (new without deduction for depreciation) of the covered items and property, and (3) include vandalism and malicious mischief coverage, sprinkler leakage coverage, and earthquake sprinkler leakage coverage.

(d)                                 Business Interruption, Loss of Income, and Extra Expense Coverage.  Tenant shall maintain business interruption, loss of income, and extra expense insurance covering all direct or indirect loss of income and charges and costs incurred arising out of all perils, failures, or interruptions, including any failure or interruption of Tenant’s business equipment (including, without limitation, telecommunications equipment), and the prevention of, or denial of use of or access to, all or part of the Premises or the Project, as a result of those perils, failures, or interruptions.  The business interruption, loss of income and extra expense

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coverage shall be issued by the insurer that issues Tenant’s property insurance under Section 14.1(c) above.

(e)                                  Other Tenant Insurance Coverage.  Not more often than once every two (2) years and upon not less than thirty (30) days’ prior written notice, Landlord may require Tenant, at Tenant’s sole cost and expense, to procure and maintain other types of insurance coverage and/or increase the insurance limits set forth above if Landlord determines such increase is required to protect adequately the parties named as insureds or additional insureds under such insurance, consistent with the practices of owners of class “A” office buildings in the downtown San Francisco financial district. The limits specified in sections (a) and (b), above, may be met using any combination of primary and excess/umbrella liability coverage, as determined by Tenant in its sole discretion.

14.2                        Form of Policies.  The minimum limits of policies and Tenant’s procurement and maintenance of such policies described in Section 14.1 shall in no event limit the liability of Tenant under this Lease.  All insurance required by this Article 14 shall be issued on an occurrence basis by solvent companies qualified to do business in the State of California, and with a Best & Company rating of A:VIII or better.  Any insurance policy under this Article 14 may be maintained under a “blanket policy,” insuring other parties and other locations, so long as the amount and coverage required to be provided hereunder is not thereby diminished. No policy maintained by Tenant under this Article 14 shall contain a deductible greater than Twenty-Five Thousand Dollars ($25,000.00).  Tenant shall provide Landlord a certificate of each policy of insurance required hereunder certifying that the policies contain the provisions required.  Tenant shall deliver such certificates to Landlord within thirty (30) days after the Lease Date, but in no event later than the date that Tenant or any other Tenant Parties first enter the Premises and, upon renewal, not fewer than ten (10) days prior to the expiration of such coverage.  In addition, Tenant shall deliver to Landlord a copy of each policy of insurance required hereunder upon Landlord’s request, but only if and to the extent reasonably required in connection with a claim on that policy.  All Tenant’s liability insurance shall provide (i) that Landlord, Landlord’s managing agent, any Encumbrancer, and any other person requested by Landlord, is designated as an additional insured without limitation as to coverage afforded under such policy pursuant to an endorsement providing coverage at least as broad as ISO form CG 20 37 10 01 or its equivalent; (ii) for severability of interests or that acts or omissions of one of the insureds or additional insureds shall not reduce or affect coverage available to any other insured or additional insured (if available); (iii) that the aggregate liability applies solely to the Project; and (iv) that Tenant’s insurance is primary and noncontributory with any insurance carried by Landlord.  Tenant shall provide at least thirty (30) days’ prior written notice of cancellation of coverage to all additional insureds (except in the event of a cancellation as a result of nonpayment, in which event the Tenant shall give all additional insureds at least ten (10) days’ prior notice).  Tenant shall notify Landlord within ten (10) days after any material modification of any policy of insurance required under this Article.  Any self insurance or self insured retention provisions under, or with respect to, any insurance policies maintained by Tenant hereunder shall be subject to Landlord’s prior written approval, which Landlord may give or withhold in its sole discretion.

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14.3                        Vendors’ Insurance.  In addition to any other provision in this Lease (including, without limitation, Article 10 above), Landlord may require Tenant’s vendors and contractors to carry such insurance as Landlord shall deem reasonably necessary.

15.                               Waiver of Subrogation Rights.  Each party, for itself and, without affecting any insurance maintained by such party, on behalf of its insurer, releases and waives any right to recover against the other party, including officers, employees, agents and authorized representatives (whether in contract or tort) of such other party, that arise or result from any and all loss of or damage to any property of the waiving party located within or constituting part of the Building, including the Premises, to the extent of amounts payable under a standard ISO Commercial Property insurance policy, or such additional property coverage as the waiving party actually carries (with a commercially reasonable deductible), or is required to carry this Lease.  Each party shall have their property insurance policies issued in such form as to waive any right of subrogation as might otherwise exist. This mutual waiver is in addition to any other waiver or release contained in this Lease.

16.                               Tenant’s Waiver of Liability and Indemnification.

16.1                        Waiver and Release.  To the fullest extent permitted by Requirements, neither Landlord nor any of Landlord’s employees, agents, contractors, licensees, invitees, representatives, officers, directors, shareholders, partners, and members (together, the “Indemnitees”) shall be liable to Tenant or any other Tenant Parties for, and Tenant waives as against and releases Landlord and the other Indemnitees from, any and all Claims for loss or damage to any property or injury, illness or death of any person in, upon or about the Premises and/or any other portion of the Project, arising at any time and from any cause whatsoever. The foregoing waiver shall apply to (i) Claims caused in whole or in part by any third party (including any tenant or other occupant of the Project), and (ii) Claims caused in whole or in part by earthquake or earth movement, gas, fire, oil, electricity or leakage from the roof, walls, windows, basement or other portion of the Premises or Project.  The foregoing waiver shall not apply to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim against an Indemnitee was proximately caused by such Indemnitee’s fraud, willful injury to person or property, negligence, or violation of Requirements.  In that event, however, the waiver under this Section 16.1 shall remain valid for all other Indemnitees.  The provisions of this Section 16.1 shall survive the expiration or earlier termination of this Lease until all Claims within the scope of this Section 16.1 are fully, finally, and absolutely barred by the applicable statutes of limitations.  Tenant acknowledges that this Section was negotiated with Landlord, that the consideration for it is fair and adequate, and that Tenant had a fair opportunity to negotiate, accept, reject, modify or alter it.

16.2                        Indemnification of Landlord.

(a)                                 To the fullest extent permitted by Requirements, Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless of and from Claims arising out of or in connection with, or related to any of the following, including, but not limited to, Claims brought by or on behalf of employees of Tenant, with respect to which Tenant waives, for the benefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s compensation laws:  (i) the making of Alterations, or (ii) injury to or death of

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persons or damage to property occurring or resulting directly or indirectly from:  (A) the use or occupancy of, or the conduct of business in, the Premises; (B) damage to the telephone distribution system of the Project caused by Tenant; (C) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (D) any other occurrence or condition in or on the Premises; and (E) acts, neglect or omissions of Tenant or any other Tenant Parties in or about any portion of the Project.  The foregoing indemnification shall not apply in favor of any particular Indemnitee to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim was proximately caused by the gross negligence or willful misconduct of such Indemnitee.  In that event, however, the indemnification under this Section 16.2 shall remain valid for all other Indemnitees.

(b)                                 Landlord shall have the right to approve legal counsel proposed by Tenant for defense of any Claim indemnified against hereunder or under any other provision of this Lease.  If Landlord disapproves the legal counsel proposed by Tenant for the defense of any Claim indemnified against hereunder, Landlord shall have the right to appoint its own legal counsel, the reasonable fees, costs and expenses of which shall be included as part of Tenant’s indemnity obligation hereunder.

(c)                                  The provisions of this Section 16.2 shall survive the expiration or earlier termination of this Lease until all Claims within the scope of this Section 16.2 are fully, finally, and absolutely barred by the applicable statutes of limitations.

17.                               Assignment and Subletting.

17.1                        Compliance Required.  Except for the Permitted Transfers described in Section 17.9, below, Tenant shall have no right, directly or indirectly, voluntarily or by operation of law, to sell, assign or otherwise transfer this Lease, or any interest herein (collectively, “assign” and “assignment”), or sublet the Premises, or any part thereof, or permit the occupancy of the Premises by any person other than Tenant (collectively, “sublease” and “subletting,” the assignee or sublessee under an assignment or sublease being referred to as a “transferee”) without Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed beyond the express time periods in Section 17.2.  Any assignment or subletting made in violation of this Article 17 shall, at Landlord’s option, be void.  As used herein, an “assignment” includes any sale or other transfer (such as by consolidation, merger or reorganization) in one or more transactions of (i) a majority of the voting stock of Tenant, if Tenant is a corporation, or (ii) a majority of the beneficial interests in Tenant, if Tenant is any other form of entity.  Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010, et seq., and are fully enforceable by Landlord against Tenant.

17.2                        Request by Tenant; Landlord Response.  If Tenant desires to effect an assignment or sublease, Tenant shall submit to Landlord a request for consent together with the identity of the parties to the transaction, the nature of the transferee’s proposed business use for the Premises, the proposed documentation for and terms of the transaction, and all other information reasonably requested by Landlord concerning the proposed transaction and the parties involved therein, including certified financial information for the two (2) year period

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immediately preceding Tenant’s request, an opportunity to meet and interview the transferee, and Tenant’s good faith estimate of the amount of Excess Rent, if any, payable in connection with the proposed transaction.  Within twenty (20) days after the later of such interview or the receipt of the above information required by Landlord, Landlord shall have the right, by notice to Tenant, to:  (i) consent to the assignment or sublease, subject to the terms of this Article 17; (ii) decline to consent to the assignment or sublease; (iii) in the case of an assignment, other than to a Related Company pursuant to Section 17.9, terminate this Lease as to the entire Premises; or (iv) if any proposed sublease, other than to a Related Company pursuant to Section 17.9, would result in the subleasing, individually or in the aggregate, of ninety percent (90%) or more of the rentable area of the Premises on a single floor for term or terms expiring within the period that is the last ten percent (10%) of the then remaining Term, then Landlord shall have the right to terminate this Lease as to either the portion of the Premises Tenant proposes to sublease or the entire floor on which that proposed sublease space would be located (whether or not the entire floor is or is proposed to be subleased).  If Landlord elects to terminate this Lease or sublease from Tenant as provided in this Section 17.2, then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any Claims against Landlord related thereto, including, without limitation, any Claims for any compensation or profit related to such lease or occupancy agreement.  In addition, if Landlord elects to terminate this Lease as to any portion of the Premises as provided in this Section 17.2, (A) Tenant shall execute an amendment to this Lease to that effect within ten (10) days after Landlord’s written request; (B) this Lease shall terminate as to such portion as of the date specified by Tenant as the effective date of the proposed assignment or sublease; (and the Letter of Credit Required Amount will be reduced on a pro rata basis); and (C) Tenant will be relieved of all further obligations hereunder as to such terminated portion as of such date, other than those obligations which survive termination of this Lease.

17.3                        Standards and Conditions for Landlord Approval.

(a)                                 Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, Tenant acknowledges that Landlord may reasonably withhold its consent in the following instances:  (i) if there exists an Event of Default, subject to applicable notice and cure periods; (ii) if the transferee is a governmental or quasi-governmental agency, foreign or domestic; (iii) if the transferee is an existing tenant in the Building and Landlord has negotiated with such transferee within the previous six (6) months; (iv) if Tenant has not demonstrated to Landlord’s satisfaction that the transferee is financially responsible, with sufficient Net Worth and net current assets, properly and successfully to operate its business in the Premises and meet the financial and other obligations of this Lease; (v) if, in Landlord’s sole judgment, the transferee’s business, use and/or occupancy of the Premises would (A) violate any of the terms of this Lease or the lease of any other tenant in the Project, (B) not be comparable to and compatible with the types of use by other tenants in the Building, (C) fall within any category of use for which Landlord would not then lease space in the Building under its leasing guidelines and policies then in effect, or (D) result in increased density per Floor, as set forth in Section 8.4, or require increased services by Landlord; (vi) in the case of a sublease, it would result in more than six (6) occupancies in the Premises, in each case including Tenant and subtenants; (vii) if the financial condition of the

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transferee does not meet the requirements applied by Landlord to other tenants in the Building under leases with comparable terms, or in Landlord’s sole judgment the business reputation of the transferee is not consistent with that of other tenants of the Building; or (viii) the transferee is negotiating with Landlord or has negotiated with Landlord (as evidenced by the submittal of a written offer) during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, to lease space in the Building and Landlord has comparable space available in the Building.  If Landlord consents to an assignment or sublease, the terms of such assignment or sublease transaction shall not be modified, and, in the case of a sublease, Tenant shall not voluntarily terminate the sublease, without Landlord’s prior written consent pursuant to this Article 17.  Landlord’s consent to an assignment or subletting shall not be deemed consent to any subsequent assignment or subletting.

(b)                                 Notwithstanding any contrary provision of law, including, without limitation, California Civil Code Section 1995.310, the provisions of which Tenant hereby waives, Tenant shall have no right to terminate this Lease, and no right to damages for breach of contract, in the event Landlord is determined to have unreasonably withheld or delayed its consent to a proposed sublease or assignment, and Tenant’s sole remedy in such event shall be to obtain a determination reversing the withholding of such consent or finding such consent to be deemed given by virtue of such unreasonable delay.

17.4                        Costs and Expenses.  As a condition to the effectiveness of any assignment or subletting under this Article 17 that requires Landlord’s consent, Tenant shall pay to Landlord its actual reasonable costs and expenses, including attorneys’ fees and disbursements (up to a maximum of $1,500.00 per proposed assignment or subletting, so long as Tenant and the assignee or sublessee, as applicable, execute Landlord’s standard form of consent documentation without negotiation), incurred by Landlord in evaluating Tenant’s requests for consent or notifications for assignment or sublease.  Tenant shall pay such costs and expenses to Landlord within ten (10) days after written demand.  Tenant shall also pay to Landlord all costs and expenses incurred by Landlord due to a transferee taking possession of the Premises, including freight elevator operation, security service, janitorial service and rubbish removal.

17.5                        Payment of Excess Rent and Other Consideration.

(a)                                 Tenant shall pay to Landlord, within ten (10) business days after Tenant’s receipt thereof, fifty percent (50%) of any and all rent, sums or other consideration, howsoever denominated (but excluding consideration paid for Tenant’s trade fixtures, furnishings and equipment, and goodwill to the extent of the fair market value thereof), realized by Tenant in connection with any assignment or sublease in excess of the Base Rent and Escalation Rent payable hereunder (if a sublease, prorated to reflect the Rent allocable to the subleased portion of the Premises), after first deducting, (i) in the case of an assignment, the unamortized reasonable cost of Alterations made to the Premises at Tenant’s cost to effect the assignment and reasonable real estate commissions, legal fees, and marketing costs paid by Tenant in connection with such assignment, and (ii) in the case of a sublease, the reasonable cost of Alterations made to the Premises at Tenant’s cost to effect the sublease, and reasonable real estate commissions, legal fees, and marketing costs paid by Tenant in connection with such sublease, both amortized, without interest, over the term of the sublease (the “Excess Rent”).  In determining Excess Rent, the deduction for real estate commissions shall not exceed leasing

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commissions that are typically paid in the San Francisco market at the time of the subletting or assignment.

(b)                                 Upon Landlord’s request, Tenant shall provide Landlord with reasonable documentation of Tenant’s calculation of Excess Rent.  Landlord or its authorized representatives shall have the right at all reasonable times, but no more frequently than once per year as to each assignment and sublease to audit the books, records and papers of Tenant relating to an assignment or sublease, and shall have the right to make copies thereof.  If the Excess Rent respecting any assignment or sublease shall be found to be understated, Tenant, within ten (10) days after demand, shall pay the deficiency and Landlord’s costs of such audit.

17.6                        Assumption of Obligations; Further Restrictions on Subletting.  Each assignee shall, concurrently with any assignment, assume all obligations of Tenant under this Lease. Each sublease shall be made subject to this Lease and all of the terms, covenants and conditions contained herein.  The surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination of this Lease in accordance with its terms, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or operate as an assignment to Landlord of any or all such subleases.  Any assignment or subletting by a sublessee shall be subject to Landlord’s prior consent in the same manner as an assignment or subletting by Tenant.  Any assignment by a sublessee of its sublease shall be subject to Landlord’s prior consent in the same manner as an assignment by Tenant.  No sublease, once consented to by Landlord, shall be modified or terminated (other than pursuant to the express terms thereof) without Landlord’s prior consent.  No assignment or sublease shall be binding on Landlord unless the transferee delivers to Landlord a fully executed counterpart of the assignment or sublease which contains (i) in the case of an assignment, the assumption by the assignee as required under this Section, or (ii) in the case of a sublease, recognition by the sublessee, of the provisions of this Section 17.6, and which assignment or sublease shall otherwise be in form and substance satisfactory to Landlord, but the failure or refusal of a transferee to deliver such instrument shall not release or discharge such transferee from the provisions and obligations of this Section 17.6, and shall constitute an Event of Default.

17.7                        No Release.  No assignment or sublease shall release Tenant from its obligations under this Lease, whether arising before or after the assignment or sublease.  The acceptance of Rent by Landlord from any other person shall not be deemed a waiver by Landlord of any provision of this Article 17. On an Event of Default by any assignee of Tenant in the performance of any of the terms, covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee.  No consent by Landlord to any further assignments or sublettings of this Lease, or to any modification, amendment or termination of this Lease, or to any extension, waiver or modification of payment or any other obligations under this Lease, or any other action by Landlord with respect to any assignee or sublessee, or the insolvency, bankruptcy or Event of Default of any such assignee or sublessee, shall affect the continuing liability of Tenant for its obligations under this Lease, and Tenant waives any defense arising out of or based thereon, including any suretyship defense of exoneration. Landlord shall have no obligation to notify Tenant or obtain Tenant’s consent with respect to any of the foregoing matters.

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17.8                        No Encumbrance; No Change in Permitted Use.  Notwithstanding anything to the contrary contained in this Article 17, (i) Tenant shall have no right to encumber, pledge, hypothecate or otherwise transfer this Lease, or any of Tenant’s interest or rights hereunder, as security for any obligation or liability of Tenant, and (ii) Tenant shall have no right to propose (and Landlord shall have no obligation to consider or approve) any assignment or subletting which entails any change in the Permitted Use.  Without limiting the generality of the foregoing, Tenant expressly agrees that Tenant shall not, and Tenant has no right to, encumber, pledge, or hypothecate any leasehold improvements or Alterations, including fixtures.

17.9                        Right to Assign or Sublease Without Landlord’s Consent.

(a)                                 Notwithstanding the provisions of Section 17.1 above, the provisions of this Article 17 shall not apply to (i) the transfer of stock in Tenant so long as Tenant is a publicly traded corporation, which stock is listed on a national or regional stock exchange or over the counter stock exchange, or (ii) the issuance of stock in Tenant.

(b)                                 Notwithstanding the provisions of Section 17.1 above, Tenant shall have the right, without Landlord’s consent, but with prior notice to Landlord, to assign this Lease to, or sublease the Premises to, or permit occupancy of the Premises by, a Related Company; provided that (i) the original Tenant named herein shall be the assignor or sublessor; (ii) at least fifteen (15) days prior to the effective date of the assignment or sublease, Tenant shall furnish Landlord with the name of the transferee and a written certification from an officer of Tenant certifying that the assignment or sublease qualifies as a transaction under this Section 17.9(b); (iii) in the case of an assignment to a Related Company into or with which Tenant will merge, consolidate, or combine and as a result of such merger, consolidation or combination, the Net Worth of the entity resulting from such merger, consolidation, or combination shall be at least equal to the greater of (A) the Net Worth of Tenant immediately prior to the assignment, or (B) the Net Worth on the Lease Date of the original named Tenant, and proof satisfactory to Landlord of the Net Worth of the entity resulting from such merger, consolidation, or combination shall have been delivered to Landlord at least thirty (30) days prior to the effective date of the proposed assignment; (iv) the assignment or sublease under this Section 17.9(b) is made for a good faith operating business purpose and not as a subterfuge to evade the obligations and restrictions relating to transfers set forth in this Article 17; (v) the proposed transferee’s use of the Premises shall be the Permitted Use; and (vi) in the case of an assignment, Tenant shall deliver to Landlord, prior to the effective date of the assignment, a form of agreement evidencing the assignment and assumption by the assignee of Tenant’s obligations under this Lease.  The effectuation of any transaction under this Section 17.9(b) shall be subject to the limitations specified in clauses (i), (ii), (iv), (v), (vi), (vii), and (viii) of Section 17.3(a) above, and Sections 17.7 and 17.8 above, and require compliance with the provisions of Sections 17.4, 17.5 and 17.6 above.  The transfers permitted without Landlord’s consent pursuant to Section 17.9(a) and Section 17.9(b) shall be referred to as “Permitted Transfers.”

18.                               Rules and Regulations.  Tenant shall observe and comply, and shall cause the other Tenant Parties to observe and comply, with the Rules and Regulations, and, after notice thereof, with all modifications and additions thereto from time to time promulgated in writing by Landlord; provided, however, such modifications and additions shall neither materially increase any of Tenant’s obligations under this Lease nor materially decrease any of Tenant’s rights under

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this Lease.  A copy of the current Rules and Regulations is attached hereto as Exhibit B.  Landlord shall not be responsible to Tenant, or any of the other Tenant Parties, for noncompliance with any Rules and Regulations by any other tenant, sublessee, or other occupant of the Project and their respective employees, agents, contractors, licensees, invitees, representatives, officers, directors, shareholders, partners, and members.

19.                               Entry of Premises by Landlord; Modification to Common Areas.

19.1                        Entry of Premises.  Landlord and its authorized agents, employees, and contractors may enter the Premises at all reasonable times from time to time, upon 24 hours prior verbal or written notice from Landlord to Tenant (except in an emergency or to provide routine services such as janitorial services), to:  (i) inspect the same; (ii) determine Tenant’s compliance with its obligations hereunder; (iii) exhibit the same to prospective purchasers, Encumbrancers or, during the last twelve (12) months of the Term, prospective tenants; (iv) supply any services to be provided by Landlord hereunder; (v) post notices of nonresponsibility or other notices permitted or required by law; (vi) make repairs, improvements or alterations, or perform maintenance in or to, the Premises or any other portion of the Project, including the Building Systems; and (vii) perform such other functions as Landlord deems reasonably necessary or desirable.  Landlord may also grant access to the Premises to government or utility representatives and bring and use on or about the Premises such equipment as Landlord deems reasonably necessary to accomplish the purposes of Landlord’s entry under this Section 19.1.  Landlord shall have and retain keys with which to unlock all of the doors in or to the Premises, and Landlord shall have the right to use any and all means which Landlord may deem proper in an emergency in order to obtain entry to the Premises, including secure areas.  When exercising its rights under this Section 19.1, Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s ability to conduct its business in the Premises.

19.2                        Modifications to Common Areas.  Landlord shall have the right, in its sole discretion, from time to time, to:  (i) make changes to the Common Areas and/or the Project, including, without limitation, changes in the location, size, shape and number of any Common Area amenity, installation or improvement, such as the roof-top garden terrace, driveways, entrances, parking spaces, parking areas, ingress, egress, direction of driveways, entrances, hallways, corridors, lobby areas and walkways; (ii) close temporarily any of the Common Areas and/or the Project for maintenance purposes so long as reasonable access to the Premises remains available; (iii) add additional buildings and improvements to the Common Areas and/or the Project or remove existing buildings or improvements therefrom; (iv) use the Common Areas and/or the Project while engaged in making additional improvements, repairs or alterations to the Project or any portion thereof; and (v) do and perform any other acts, alter or expand, or make any other changes in, to or with respect to the Common Areas and/or the Project as Landlord may, in its sole discretion, deem to be appropriate.  Without limiting the foregoing, Landlord reserves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, and appurtenant meters and equipment for service to the Premises or to other parts of the Project which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Project that are located within the Premises or located elsewhere in the Project.  In addition, Landlord shall have the right to utilize portions of the Common Areas from time to time for entertainment, displays, product shows, leasing of kiosks or such other uses that in Landlord’s sole judgment tend to attract the public.  Upon

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ninety (90) days’ prior written notice to Tenant, Landlord also shall have the right to modify the signage of the Premises to conform to any alterations to the overall design for the Project made by Landlord.  All such alterations or modifications by Landlord shall (i) be done within a commercially reasonable time and manner and any damage to the Premises shall be restored to the condition existing prior to such entry, (ii) be performed in a good and workmanlike manner so as to not unreasonably disturb Tenant or its business operations in the Premises, (iii) comply with applicable Requirements, (iv) not reduce the usable area of the Premises, (v) not require any Alterations to be made or paid for by Tenant, and (vi) not reduce parking available to Tenant.

19.3                        Waiver of Claims.  Tenant acknowledges that Landlord, in connection with Landlord’s activities under this Article 19, may, among other things, erect scaffolding or other necessary structures in the Premises and/or the Project, limit or eliminate access to portions of the Project, including portions of the Common Areas, or perform work in the Premises and/or the Project, which work may create noise, dust, vibration, odors or leave debris in the Premises and/or the Project.  Without limiting the generality of Section 16.1 above, Tenant hereby agrees that Landlord’s activities under this Article 19 shall in no way constitute an actual or constructive eviction of Tenant nor entitle Tenant to any abatement of Rent.  Landlord shall not be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from Landlord’s activities under this Article 19 or the performance of Landlord’s obligations under this Lease, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from Landlord’s activities hereunder, or for any inconvenience or annoyance occasioned by such activities.  Landlord shall use commercially reasonable efforts to avoid interference with Tenant’s ability to conduct its business in the Premises in connection with Landlord’s activities under this Article 19.

20.                               Default and Remedies.

20.1                        Events of Default.  The occurrence of any of the following events shall constitute an “Event of Default” by Tenant:

(a)                                 Nonpayment of Rent.  Failure of Tenant to pay when due any sum required to be paid hereunder within five (5) days of receipt of written notice from Landlord; provided, however, that after the first failure to pay any sum required to be paid hereunder in any twelve (12) month period, in the event that Tenant fails a second time to pay when due any sum required to be paid hereunder during such twelve (12) month period, such failure shall be deemed to automatically constitute an Event of Default without any obligation on Landlord to provide any additional written notice.

(b)                                 Unpermitted Assignment.  An assignment or sublease made in contravention of any of the provisions of Article 17 above.

(c)                                  [INTENTIONALLY OMITTED].