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,,f ••

OFFICE LEASE

Between

DOUGLAS EMMEIT REALTY FUND 2000,

• Callfomla limited parlllenhip

as Landlord

· and

THE A TEAM REAL ESTATE, INC.,

a California corporation

uTena.at

Dated

January 27, 2004

fnltiid

EXHIBIT'

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OFFICE LEASE BASIC LEASE INFORMATION

Date: Landlord:

Tenant:

SECTION 1.1 Ptomises:

1.4 Rentable Area of Plemises: 1.4 Usable Area of l'Iomises: 2.1 Term:

Anticipated Cnmmf!DrAm!CDt Date: Antlcipated Bxpitation Date:

3.1 Fixed Monthly Renl: 3.3 Fixed Monthly Rent !nacase:

Date of First Increase: Frequency of Increase:

3.7 Secwity Deposit: 4.1 Tenanfa Shmc:

4.2 6.1

16.1

20.S

20.25

21.1

Tenant's Common Area Share: Base Year for Operating Bxpenses: Use of Plemises:

Tenant's~ for Notices: Before the Commcoccmcnt Date:

Aller the Commencement Date:

Contact: Landlord's Address for Notices:

Brokers:

Guarantor:

Parking Permits:

Janiwy 27, 2004 DOUOLAS EMMETT REALTY FUND 2000, • Califumia limi1<d partnotship THE A TBAM REAL ESTATE, INC., a Qilifomia oorporation

21800 0""""1 Stteet, Suite 220 Woodlaod Hills, California 91367 Approximately 4,334 square feet Approximately 3,723 squan, feet Five (S) years, six (6) months, and twenty (20) dsys Febnwy 9, 2004 (as modified by Section 2.1) August 31, 2009 (as modified by Sectlon 2.1) $7,995.00 . Four peroent (4%) February I, 2005 (as modified by Section 2.1) Annually

$10,809.59 2.02o/, 0.63% 2004 General office use consistent with the operation of a mst-class office building in the Woodland Hills area

do SpenyVanN~ 18881 Von Kannan, Suite 800 Irvine, Cslifomia 92612 .. .

21800 OXnard Street, Suite 220 Woodlalld Hills, California 91367 Jeff Albee DOUGLAS EMMETT REALTY FUND 2000 c/o Douglcs, Emmett aod Company Director of Property Management 808 Wilshire 8oulov..d, Suite 200 Santa Monica, California 90401 Douglas, Emmett aod Company 808 W'ilsbi,o Boulevard, Suite 200 Santa Monica, california 90401

aod Speny Van Ness 22019 Vanowen Street, Suite A Canoga Pork, Ca1j!omia 91303 Speny Van Ness Loi Angeles, Inc., a Delaware cotp0ration Fifteen (IS) pennits for wm:served spacea, seven (7) of which shall be on a "must-take" basis _.,

&c.pl di not.d Junlnb,J(JW, 11w forqoJna &.le UGH b(OfflUlllon /8 huu,y tn&oq,or"'*1 Jn/o ond made a plll't of tM /Aau, TM &ct/on~ In th, i.fl mor,1n oft/w 8dlk 1-,e ~ abll aoi.ly IO lndka#..,,.,,,.. nu:/1 ,..f.,_,_ lnJllqlly ~an In liw UON d,ocwnul. &.pt a,, 8/MCf/ild ~. #adt nicb ~ In lM Lun ~ ~l,aJJ tncorporau 1M ;,p;,1~ &ulc LION InfonM,tton. Hlltff'M, In 1M ..,.Ill of "1f1oon/lld bctw,n a,ryrefavnt¥ t:Dnl4inld llldw Batie~ l,('ormaJJon and th, sp«:i/lc _.,,,,.,,_,,,._.,,,,.,_,_ __ Wamcreont«V\ThcA TCllll Real Bmlo. ln;.\JSIJ'*"*)'21, 2004

EXHIBIT"

ARTICLE

ARTICLE I

ARTICLE2

ARTICLE3

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OFFICE~E TABLE OF CONTENTS

PAGE

DEMISE OF PREMISES .......... ___ .•....•.•.........•.•• . ..................... !

COMMENCEMENTDATEANDTERM ....................................................................... 3

PAYMENTOFRENT,LATECHAROE ......................................................................... 4

ARTICLE4 ADDffiONALRENT .. ---------························· ........................ 7 ARTICLES

ARTICLE6

ARTICLE?

ARTICLES

ARTICLE9

BTHICS--------··························· ................................................. 9

USE OF PREMISES .•.•.•...• ----------- ................................ 9

CONDIDONUPONVACATINO&REMOVALOFPROPERTY ............................ .10

U11LfJ1ES AND SERVICES ...................................................... ___ ................. ,10

TENANT'S INDEMNIFICATION AND LIMITATION ON LANDLORD'S LiABILlTY ..................................................................................................................... 13

ARTICLEl0 COMPLIANCEWITIILAWS ................ _____ --- ·---13

ARTICLE 11 ASSIONMBNT AND SIJBLETI'INO ............................................................................ 14

ARTICLE 12 MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTlON, RENOVATION AND/ORALTERATION ................ _____ ............................................ ,.16

ARTICLE 13 CONDEMNATION ········----······················ ............................................... .20 ARTICLE 14 MORTOAOE SUBORDINATION; A'ITORNMBNT AND MODIFICATION OF

LEASE ............................................................................................................................ 21

ARTICLE JS ESTOPPEL CER.TIFlCATES ___ ................. ___ ................................. .21

ARTICLE 16 NOTICES ....................................................................................................................... .22

ARTICLE 17 DEFAULT AND LANDLORD'S OPTION TO CURE ....... ____ ..................... 22

ARTICLE 18 DAMAGES; REMEDIES; RE-BNTRY BY LANDLORD; ETC .................................. 24

ARTICLE 19 INSURANCE .................... • ........................................................................................... ?S

ARTICLE 20 MISCBLLANEOUS ......................................................... ___ ............................. 27

ARTICLE 21 PARKING................ .. ............ 30 ARTICLB22 CONCIERGE SERVICES ........ ____ ............................................................... 31

ARTICLE23 R!OHfOFFIRSTOFFERFOREXPANSIONSPACE ................................................ 31

ARTICLE 24 OPTION TO TERMINATE LEASE EARL Y ................................................................. 32 Exhibits

A-1 - Premises Plan A-2 - Expansion Space A-3 - Project Site Plan

· B - Jmpro- Construction Agreement B-1- Constrw:tionbyTcnantDuringTorm C - Rules and Regulations D - Fust Amendment- Commencement Date and Tenn E -- Onanmty of Lease

iii

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OFFICE LEASE

. Thia Office Lease, dated Jamwy 27, 2004, is by and between DOUGLAS llMMETI REALTY FUND 2000, a California limited partnership ("Landlont'i, with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, Califonila 90401, and THE A TBAM REAL ESTATE, INC., a Califurnia corpotation ("Teoant"), with an office at c/o Spcr,y Van Ness, 18881 Von Kannan, Suite 800, Irvine, California 92612. . .

ARTICLE I DEMISEOFPREMISES

Section 1.1. Demise. Subject to the coVODaDts and agreements contained in this Lease, Landlor9 leases to Tonant and Tenant bhes from Loodlord, Suite Number 220 (the "Ptomises'1 on the second (2"") floor, in the building located at 21800 Oxnard S1reet, Woodland Hills, California 91367 (the "Building"). The

'approximate configu,ation of the Premises is shown on Exhibit A·l, attached hereto and made a part hereof by rcfezencc, and Landlonl and Tenant acknowledge and BgI<O that the intent of both parties homo is that said configuration shall not be materially allet"'1 b construotion of ti,, demising walls soporating the same from the balance of the apace from which It is 6eiDg demised.

Tenant acknowledges that it has made its own inspeotion of and inquiries regarding the Premises, which are alreedy improved. Thetofore, except for the improvements to be completed pursuant to Exhibit B, auached hereto and made a part hereof by reference, Temmt accepts the Premises ,n their "as­is" condition. Tenant further acknowledges that Landlord bas made no rcpn,sentation or warranty, ~ OI implied, except as are contained in Ibis Lease and its Exhibits, regarding the condition, SU1tability or uaability of the Premises or the Building for Ibo purposes intended by Tenant.

The Building is part of a multi-building ollicc and reiail project owned bl Landlord known as "Warner Center 'rowen." The term "Project," as used in this Lease, sball mean (1) the Building, (il) the "Common Areas' (as hoteinafte< defined), (ill) those certain office buildings on the Project Site Plan attached homo os Exhibit A-3 (the ''Other Office Buildinp'?, (iv/ the lend (which is improved with landsceping, ~ facilities and other imProvements) upon which each of the forogoing items (i) through (iv) above JS located, and (v) at Landlonl's disolction, subject to the conditions set forth in Section 1.7, below, any additional n:al property, areas, land, buildinp or other improvements owned by Landlonl added theioto on, aqjaeent to, OI outmde of the Project.

Tenant shall have the non--exclusive right to use in common with other tenants in the Project, and subject to the rules and "'Fations refeaed to in E,dnoit C of this Lease, those portions of the Project which aro provided, liom time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such aroas, whioh may include, without limitation, interior and exterior walkways, parking giuages and other aroas, together with such other portions of the Project designated by Landlord, in its disolction, including certain aroas designated for tlic exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively rcfOIIed to as "Common Alw").

The Common Areas shall consist of the "Project Common A,eas" and the "Building Common Areas." The term "Project Common A<eas," as used in this Lease, shall include, but sball not be limited to, Ibo parking areas, mivcs, enllances, possagoways, sidewalks, city sidewalks adjacent the Projec~ elevators, fixturesFnSstems, ramps, gardens, padcs, landscaped and other unpeved aroas (whether above or below grade), · lot lighting facilities and equipment, t,affic and monument sign structures all as used in connection wi Project and other like areas which may be dasignated by Landlord. The term "Building Common Areas," as used in this Lease, ahall include, but sball not be limited to, m,un and auxiliaty lobbies, common entrances and hallways, loading docks, atrium areas, tcstroonJS, elevators, stairways and 8IOCOSaW8ys, oomnum pipes, COlldui1a, wires, equipment, uuh arees, parking facilities, concicrgo areos, fuc OOlllrol rooms, and other like aroas which may be designated by Landlord. The mmmcr in which the Common. Areas are maiotaioo:J and operate4 shall be at the sole discretion of Landlord, and the use thereof shall be subject to such rules, regulatioos and restrictions as Landlord may make from limo to time. Landlonl roserves the right to close temporarily, make alterations or additions to, or change the location of elemenla of the Project and the Common Areas, subject to the teroJS of this Lease.

Subject to all of the other tenns of this Lease, landlord may maintain and operate the Common Areas in such manner as Landlord determines in its sole d1sctetion.

Section 1,1.1, Bnlldlng Lobby Renovation. Landlonl has disclosed to Tenant that landlord may renovate the Common Area lobby on the floor on which tho Promises are located in any manner Landlord desiros in accordance with Section 12.1 I ("Landlord's Lobby Work'1, Landlord may or may not conduct such renovation in Landlonl's sole and absoluu, discretion. In the event Landlord elects to proceed with such renovation. Landlord may, in Landlord's sole discretion, also elect to convert a portion of the ~ lo~~mmon Area to Useeble Area as depicted on the attached Exhibit A-2 (such Usable Area being to herein as !he ~on Space"). The Expansion Space shall be the subject of Tenant's right of lirot offer u specified m Article 23 of this Leese. Meosurement of the Usshle Area of the Expansi!!_n .~I!!"'" sball be performed by Landlord in accordance with the June, 19% -.iards publisbed by the ~ Owners' and Manaaers' Association, ss a gui~eline, and Rentable Area shall be calculated by multiplymg Landlord's add-on factor, as l0880nably determined by Landlord, times tho Usable Area of the llxpansion Spaco. In Ibo event Landlonl converts such Common Area to Usshle Arce, Landlonl shall have the right to rolocate the entrance to the Promises without the consent of

Initial

EXHIBIT'

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Tenan~ provided that such relocation shall not materially and advcn,ely affect Tenant's access to the Ptomises. "Landlord may, but shall not be obliga!ed to, relocate such enlJ1mCe to the Premises as shown on the attachod Exhibit A-2, and Tonsnt hoteby agrees that suoh new location of the entrance to the Prcmises shall not be deemed to materially and advctSCly affect Tenant's access to the Premises. provided that the final determination of the plans and spccllicationa and exsct location of such entrance IS subject to Landlord's approval. To the extont that llllY of Landlord's Lobby Work causes Landlotd to adjust the total Usable A,oa of the Building or the add-<>n factor specified in Section 1.4 hereat Landlord and Tonsnt shall - an Blllendrneut to this Lease documenting such changes. In the event Landlord's Lobby Worlc requues Tonsnt to relocate its reception area within the Premises, L,mdlord shall contribute an amount not to exceed $15,000 e"I.andlord'a Contribution") to pay the ccs"t of the removal of any fixlurea from the existing Ptomisea receptiOll area and the installation of new fixtures for the new receptiOll area, if requ&.d, provided that with IC8pcct to any new fixtures, the same shall be comparable in quali!f and cost to the existing fixtmos. Landlotd's Contribution may be applied for the removal and installation of any fixtures in the Ptomisea recei,tion area necessitated by Landlord's Lobby Worlc, but shall not be applied to installation of any stozonont or demising wall or to the purchase of fumitore or other pc,sonal property. All plans and specifications for a new reception area, if required by Landlord's Lobby Worlc, shall be subject to the reasonable prior approval of Landlord and Tenant and the construction of suoh new IOCOptton area shall be governed by Exhibit B-1 attsched hereto and incorpo,ated herein by this refo=oe (except that Landlord shall not charge a supervision fee for such worlc). Landlord shall pay Tonsnt Landlord's Contribution, if any, within thirty (30) dsys after the completion of the m:epuon area worl<, if IIIIY· Section 1.2, Tenant's Non-Exclusive Use. Subject to the contingencies contained hOIOin, Tenant is granted the nonexclusive use of the common corridors and hallways, stairwells, elevators, restrooms, parldng filcilities, lobbies and o1her public or Common Areas located on the Project. However, the manner in which such public and Common Areas are mahrtair,ed and operated shall be at the sole diaclO!ion of Landlord, and Tenant's use thereof shall be subject to such rules, rogulattons and IOl!rictiODS as Landlord may make from lime to time. Section 1.3. Landlord'• Reservation of Rights. Landlord specifically reserves to itself use, c~>ntrol and repair of the structural portions of all perim- walls of the Premises, any balconies, terraces or roofs adjacent to the Premises fmcluding any flagpoles or other installations on said walls. balconies, terraces or roofs) and any space in andlor adjacent to the Premises used for shafts, stairways, pipes, conduits, ducts, mail chutes, conveyoni, pneumatic tubes, electric or other utilities, sinks, fan rooms or other Buildin11 filcilities, and the use thereot as well as access thereto tllrough the Premises. Landlonl also specifically .....-ves to itself the following riglds: a) To designate all sources 1umisbiDg sisn painting or !ottering; b) To conatandy have pass keys to the Ptomisea; c) To grant to anyone the exclusive ri~ to conduct any particular business or undertaking in the

Jjuilding, so long as Landlotd's granting of the same does not prohibit Tenant's use of the Premises for Tenant's Specified Use, as defined in Article 6;

d) To enter the Premises at any reasonable timo with reasonable notiec (except for emergencies) to inspect, repair, alter, improve, update or make additions to the Ptomisea or the Building;

e) During the last six (6) months oftbe Tenn, to exhibit the Ptomisea to prospective future tenants; f) SUbject to the provisions of Article 12. to, at any time, and from time to time, whether at Tenant's

requcat or pursuant to $DVcmmental requirement, repair, alter, make additions to, improve, or deco- all or any portion of the Proj~ Building or Premises. In connection therewith, and without limiung the generality of the foregoing riglrts, Landlord ~./:IJ~cally have the right to remove, alter, improve or rebuild all or any psrt of the lobby of the B · · as the SBllle is p10SCDdy or shall hcreat\er be constituted;

&) S~t::; the provisions of Article 12, Landlord reserves the right to ll1lke alterati_o ns or additions to or the locati!)n of elements of the Project and any COJDD10n areas appurtenant thereto; and/or

h) To take such o1her actiODS as may reasonably be necesse,y when the SBllle .,. required to preserve, protect or improve the Promises, the Building, or Landlord's - therein.

Section 1.4. Area. Landlord and Tenant agree that the Usable Area of the Premises has been measured wing the June, 1996 standards published by the Building Owncn,' and Managers' Association ("BOMA Stan::1J as a guidc:linc, and that Landlord is utilizing a deemed add-on factor_ of 16.42% to compute the le Area of the Promises. Reotable Area herein is calculated as U642 limes the estimated Usable AIOe, regardless of what the actual squaie footsgc of the common .,... of the Building may be, and whether or not they.,. more or loss than 16.42% of the toi,,1 estimat,,,J lJsable Area of the Building. Toe purpose of this calculatiOll is solely to provide a genoml basis for comparison and pricing of this SP&COln relation to otherapecea ln 1homatket uea.

Landlord and Teoant further agree that even if the Rentablc or Usable Area of the Premises and/or the total Building Area .,. later determined to be mon, or Jess than the figures stated herein, for all pwposes of the Lease, the tigwo:s stated herein sball be conclusively deemed to be the actual Rentable or Usablo Area of the Premises, u the case may be. Section 1.5, Quiet Enjoyment Contingent upon Teoant keeping, observing and pc,rforming all of the covenants, -ts, femls, provisim!S and conditions of this Lease on its part to be kep~ observed

2

hlitltl

EXHIBIT

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and perfonned, and suJijcct to the JimitatiOllS imposed under Article 14 of this Lease, Teoant shall lawfully and quietly hold, oceupy and enjoy the PRmises during the Tenn. Secllon 1.6. No IJght, Air or View Easement. Any diminution or shutting off of light, air or view by ~ structm.,, which is now or may hcrcallcr be O!OCtcd on lands adjaceot to the Building shall in no way

Ibis Lease or imposo any liability on Landlord. Noise, dust or V1orstion or other ordinary incidents to new construction of im_provemmits on lands adjacent to the Building, whether or not by Landlord, shall in no ·way affect this Lease or impose any liability on Landlord. Secllon 1.7. Relocallon. Landlord shall have the right at any lime, except during the last six (6) months of the Term, and after giving Tenant,. minim11m of sixty (60) days' prior written notice, to: a) provide and turnisb Tonant with~ ehewhere in the Bllilding of approximately the same size as

the PJomises (the ·s-Premlaes"); and b) te!ocate Tenant to sncb Snbstitute Premises.

Landlord shall pay all reasonable costs and expenses incurred as a result of such relocation. If Landlord moves Tenant to the SUbslitute Premises, eaoh and every tean, covenaut and condition of this Lease shall remain in full force and effect and be deemed applicable to tho Substi- Premises, as though Landlord and Tenen! had eoleled into an oxpress written amendment of this Lease with respect thereto, except that if the '!Pproximale Rentable square footage of tho Substitute Premises is less than that of the Premises, the Fixed Monthly Roni and Tenant's Proporlionate Share of Operating Expense increases shall be appropriately reduced.

If Tenant refuses to permit Landlord to relocate Tenant as specified above; Landlord shall have the right to teaninate this Lease oflootivo ninety (90) days from the date Landlord provided Tenant with the original notification of intent to relocate. Seellon 1.8. Development of the Projcct. a) Landlord reserves the right to further subdivide all or a portion of the ProjecL Tenant agrees to oxeoute and deliver, upon demand by Landlord and in the form requested by Landlord (at no cost to Tenant), any addilloll8! documcnm needed to conform this Lease to tho circumstances resulting ftom sucb subdivision, provided that no such documentation shall adversely affect Tenaot's rights or obligations under this Lease in any mawial respoct.

b) If portions oftbe Project or property adjaceot to the Project (collectively, the "Other hnprovements'1 arc owned by an entity other than Limdlonl, Landlord, at its option, may enter into an agreement with the owne< or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of the ProJect and the Other Improvements, provided Iha! the same creates no material adverse effect upon Tenant's rights or obligations tmder this Lease, (Ii) for the common managemeo~ operation,. meintmenCI", improvement and/or repait of all or any portion of the Project and the Other lmprovomcm.ts, provided that the same creates no material advene effect upon Tenant's rights or obfigatiOllS undor this Lease, (iii) for the allocation of a portion of the Operating Expenses to the Other hnprovements and the operating expenses and taxes for the Other Improvements to the Project, and (iv) for tho use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Projoct. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord's right to convey all or any portion of the Project or any other of Landlord's rights described in this Lease.

ARTICLE2 COMMENCEMENT DATE AND TERM

Section 2.1. Commencement Date and Term. The teml of this Lease (''Tenn") shall commence the next Monday following tho date Landlord substantially completes the lmpro~oments ccntemplatod under Exhibit B (the "Commencement Date"), and sball end, unless sooner terminated as otherwise provided h=n, at ntidnight on the last calendar day of the calendar month which oocnrs five (5) years, six (6) months, and twenty (20) days after tho Commencomeot Date (tho "Termination Dste'l The anticipOted Commencement Date is February 9, 2004. Landlord and T~Jromptly execute an amendment to this Lease 8:,;;'irst Am.,,droeot") substamially in tho form hereto as Exhibit D, confirming tho finalized oncoment Date and Term as soon as they aro deterntined.

For p~ of oslablishing the Commencement Date, sobstanlial completion shall be defined as that point in the construction prooess when all of tho s1rUotural, roechaoical, plumbing and electrical work apoeifiod herein has been perfimnod; the paint, caq,et, hard flooring lllllterials, base moldings, and roillworlc, if any, have been instslled, and a ~ority of the other finish work specified in Tooant's plans has boen completod in such a manner that Tenant could, if it took possession of the Premises, enjoy bonc!icial oocupanoy tbercoi

Tenant's taking_possession of the Premises and/or eommencing Tenant's normal business operations in the Premises 8ball be deemed conclusive evidence that, as of the Commoncoment Date: a) Landlord has substantially completed the Tenant Jmprovemcnm contemplated horewider, except for

any minorpunoblist items to be completed; and b) tho Premises are in good order and repair.

Provided that Tenant does not delay Landlord's completion of the Improvements that Landlord is requited to complete, Tenant may take possession of the Premises up to two (2) weol<s prior to the anticipated Commencement Date, solely for the PllII""" of instslling Tenent's furniture, fixtures ~ equipment, comp- and telephone cabling. Said early possession shall be subject to Tooant cornplymg w-""'*Vl'lboAT_.,......_.._...,.,,.,,,,_ L

3 ~- l-m;~ EXHIBIT

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with oil of the provisions and COVClllllllS oontained hetein, except that Tenant shall not be obligated to pay Fixed Monlhly Rent or Additional Rent nntil the Cmirneocemonl Dale, lfTewmt's early possession do<s so delay completion of lbe Improvements, lbe ComJnenccment Dale shall be the dale the lmprovernems would have been completed had no such delay OCCWIOd.

If for any ieason (including Landlord's inability to complete Ibo Improvements called for hereunder) Landlord la unable to deliver posaossion of tho Plomises to Tenant on 1he enticipaled Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable lo Tenant for any damage rosulting from Landlord's inability to deliver such possession. Howover, Tenant shall not be obligaled to pay tlie Fixed Monthly Rent or Additional Rent that Tenant is required to pay pUISUant to Section 3.1 unlil such posseasion of the l'mnlaeo bas been delivered to Tenant by Landlord. Except for such delay in 1he commeocement of Rent, Landlord's - to give possession oo the anticipated Commencement Dato shall lnno way allloct Tenant's obliptions hctounder.

If possession of the l'Icmlaes is not tendetod by Landlord within thirty (30) days after 1he anticipated COlllllleocement Dale, 1hen Tenant shall have Ibo right to tonninale this Lease by giving written notice to Landlord within ten (10) days after such lililwo. If such notice of termination is not so given by Tenant within said ten (10) day lime period, 1hon this Lease shall continue in tWI fon:e and effeot

If; duo to Force Majeure, Landlord is unable to tender posseasioo of the Premises within one hundred cighly (180) days after 1he anticipated Commencemont Date, 1hen this Loose. and the rights and obligstions of Landlord and Tenantherounder, shall terminato automatically, wi1hout further liabilily by either party to 1he other, and without further documentation being n:quired. Section 2.2. Holding Over. If Tenant liliis to deliver possession of the P,omises on the Termination Date, but holds over after 1he expiration or earlier tmnination of this Lease without Ibo express prior written consent of Landlord, such tensncy shall be oonstruec! as a tenancy from month-to-month (tmninablo by either Landlord or Tonaot upon 30 days' prior written notice to the other) on the same tum, and conditions as m oonfained herein, oxcept that the Fixed Montbly Rent payable by Tenant during such period of holding ov« shall automatically increase as of tho Termination Date to an amount equal to one hundred fifty percent (150%) of the Fixed Monthly Rent payable by Tenant the calendar month imrnediatoly prior to the dale when Tenant oommonces such boldinJ! over (1ho "Holdover Rent',. Tenant's payment of such Holdover Rent, and Landlord's a<ceptancc tlieroof; sball cot constitute a waiver by Landlord of any of Landlord's rights or remedies with respect to such holding over, nor shall it be deemed to be a consent by Landlord to Tonsnt's continued occupancy or possession of the Ptemises past tho time period oovered by Tenant's payment of1ho Holdover Rt:nt.

Furthermore, if Tenant liliis to deliver possession of the Premilies to Landlord upon the expiration or esrlicr termination of this Lesso, tbon, in addition to any other liabilities to Landlord accruing 1herofrom, Tenant shall protect, defend, indemnify and hold Landlord barrnless from oil loss, costs (including reasonai,Je attorneys' fees and expenses) and liabi!ily resulting from such JiiiIUIC, including without limiting the foregoing, eor clahns made by any suoceeding tensnt arising out of Tenant's tailure to so ~. and any lost prolilB to Landlord rcsultiog therefrom.

Notwithstanding the provisions contained bercinabovo regarding Tenant's liability for a continuing holdover, Landlord ap:es to uso commercially reasonable efforts to insert into any future lease of eoolber tenant propoSllllJ to oocupy the Plomises provisions similar lo 1hose contained in Section 2.1, permitting mitigation ofTonant's damages arising oUI of Tenant's temponuy holdover.

ARTICLE3 PAYMENT OF RENT, LATE CHARGE

Seetlon 3,1. Payment of.Fb:ed Monthly Rent and Additional Rent. "Rent" sbsll mean: all payments of monies in any form whatsoover required under the terms and provisions of this Lease, aod sbsll consist of: · a) "Fixed Monthly Rent," which shall be payable in equal monthly installments of $7,995.00; plus b) Additional Rent es provided in Articla 4 and elsewhere in this Lease. S<Ctlon 3.2. Manner of Payment. Tenant shall pay Fixed Monthly Rent and Additional Rent irnrnediately upon the same becoming duo and payable, without demand therelbr, and withoUI aoy abatement, sot off or deduction "1>atsoover, oxcept as may be exp,ess!y provided in this Lease. Landlord's fililw,, to submit stalemenlll to Tenant Slating 1ho amount of Fixed Monthly Rent or Additional Rent 1hen due, including Landlord's tailun, to provide to Tenant a calculation of the adjustmont as requiMd in Secti011 3.3 or 1he Escalation Statemelll referred to in Article 4, shall not COJlStitutc Landlord's waiver of Tenant's requirement to pay the Rent called for herein. Tenant's. failure to pay Additional Rent as provided horcin shall constitute a matcdal defimlt equal to Tenant's tailure to psy Fixed Monthly Rent when due.

Rent shall be payable in advance oo the fust day of each and every calendar mouth throughout 1he Term, in lawful money of1he Uoited Stales of America, to Landlord at 21800 Oxnard Street, Suito 1000, · Woodland Hills, California 91367, or at such o1her plaoo(s) es Landlord designates in writing to Tenant. Tenant's obligation to pay Rent shall be!!"' on 1he Commencement Dale and continue throughout 1he Term, without abatement, -ff or deduction, oxeept as othorwiso spocHied heroinbelow.

Concumnt wi1h Tenant's exc:oution and delivery to Landlord of this Lease, Tenant shall psy to Landlord 1he Fixed Monthly Rt:nt due for Ibo first month of the Torm.

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Section 3.3. Fixed Monthly Rent lacreue. Subject to Section 1.4: Commencing the fiJst calendar day of the tbirtoeatb (13"'l caleodar month of the Tenn, and

continuing through the last calendar day of the twenty-fourth (24") calendar month of the Term, the Fixod Monthly Rent payable by Tonaat sball increoso from $7,995.00 per mouth to $8,314.80 per mouth.

Commencing the first calendar day of the twenty-fifth (25") calendar month of the Tenn, and continuing through the last calendar day of the thirty-sixth (36"'j calendar month of the Term, the Fixed Montbly Rent payable by Tonaat sball increase ftoai $8,314.80 per mouth to $8,647,39 per month.

Commencing the first calendar day of the thirty-sevent!! (37"') caleadar month of the Term, and continuing through the last calenda, day of the forty-eighth (48"') caleodar month of the Term, the Fixed Moodily Rent payable by Tonaat sball m<mlSC from $8,647.39 per month to $8,993.29 per mouth. ·

ComlllMCiug the first calendar day of the forty.~ (49"') calendar month of the Tenn, and continuing through the last caleodar day of the sixtieth (60"') calendar month of the Term, the Fixod Monthly Rent payable by Tonaat sball increasc from $8,993.29 per month to $10,393.84 per month.

Commencing the first calendar day of the sixty-first (61") calendar month of the Tenn, and continuing throul!hout the remainder of the initull Term, the Fixod Monthly RePi payable by Tenant shall incroase from $10,393.84 per month to $10,809.59 per month._

Notwithstanding the fore~iag, Tenant shall bo permitted .I!> defer fifty .,eercent (SO%) of the Fixpl Moodil due for the (S"'), sixth (6"'), seventh (7'"), ei h (8"), ninth (9"), tenth (10"'), eleven':£(~, and twelJlh (12 months of the Term (the "Rent~ Amount'1. So long as Tenant has not oommitted a material default which .extends beyond any applicable notice and cure period at any time during the Term, the entire Rent Dofeaal Amount shall bo abated and forgiven as of the Termination Date; provided, however, that if TellllDt does commit a n,ateriai default which extcuds boyond any applicable notice and cure period at any time during the Term, then Tenant shall pay to Landlord upon demand the entire Rent Defemd Amount due for the mouths of the Term prior to the occuneoce of such matorial defaul~ including late charges and int.rest thereon at the rate of ten percent (10%) per annum, computed from the date of such deferral, as if the same bad been due if the Rent Dofeaal bad not occum,d. In additiou, if at any time during the TCIIJl Tenant commits a material default which extends beyond any applicable notioo and cure period, then, notwilhstandiag the provisions of this parag,aph, Tonaat sball not bo entitlod to any further deferral of Fixed Monthly Reot for the remainder of the Tenn and shall he deemed to bave waived its rigbt to any defomil ofFixod Monthly Root

Except as otherwise stated, the entire Fixed Monthly Root shall bo due and payable, in advance, on or before tho fust day of eech and every caleodar month until the cod of the Tenn, pursuant to this Section 3.3. Landlord and Tonaat shall, in the Fim Amendmont, confirm the ectuaJ dates upon which the changes in Fixed Montbly Rait specified above shall occur. Section 3.4. Tenant's Payment of Certain Tuea. Tenant shall. concurrent with Tenant's next scheduled payment of Fixed Monthly ~ reimburse Landlord, as Additional ~ for any and all taxCll, surohergco. Jevic:,, ·-·ments, """• and charges payable by Landlord whan: a) asseased on. measured by, or JOaSOnably attriblllable to:

I) the cost or value ofTouant's equlpmen~ fomiture, fixtures and other personal propetl)' located in the Premises, or ·

ii) the cost or value of any leasehold improvements in or to the Premises in excess of $35.00 per · square foot, provided the same have been mado in connection with TCll8D.t's execution of this

Lease, and without tllgaid to whether title to or payment for such improvements vests with Tenant or Landlord; _

b) on or measurod by aoy rent payable hereunder, including, without limitation, any gross income tax, gross receipts tax. or excise tax levied by the City or County of Los Angeles or any other jlOVernmeolal body with JOSpeCI to the receipt of such rent (computed as if such rent were the only IDCOme of Landlord), but sololy whan levied by the appropriate City or County asency in lieu of, or as an adjunct to, such busine.,s licease(s), &es or taxes as would otherwise hevo beeo payable by 'feoantdlrectlyto such taxing authority; . .

c) upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or - by TellllDt of the Premises or any portion thereof; or

d) solely because Landlon:l and Tenant entered into this transaction or executed any document transfetring an iJlteresl in the Premises to Tenant lfit bocomes unlawful for Tensnt so to reimburse Landlord, the rent payable to Landlord under this Leese shall be revised to net Landlord the same rent after imposition of any such tax as would have been payable to Landlord prior to the imposition of any such tax. Said taxes shall be due and payable whether or not now customary or within the contemplation of

Landlord and Tenant Notwithstanding the abov~ in no event shall tho provisions of this Section 3,4 sorvc to entitle Landlord to reimbursement from Tenant for any federal. state, county or city income tax payable by Landlord or t~• managing ogent of Landlord. Section 3.5, Certain Adj111tmeuts. If. a) the Commcoccmcnt Dato OQCUnil on other than Jmuuuy 1st of a calendar year, or the Lease expires or

terminates on other than Deoombor 31st of a calendar year: b) the si,.c ofthe·Premises changes durins acaleodaryear;

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c) or any abatemeJ,1l of Fixed Monthly Roni or Additional Roni occurs duri.ng a calendar year, . then the amount payable by T...ant or reimbuisablo by Londlotd during suoh Y"!" shall be, adjusted propottiooaloly .011 a da!}Y basis, and the obJi&alion to pay such amount shall sumve the expiration or earlier to:rmiuat,'ion of thia Lease.

If the eauunencenient Dalo occurs on other than the first day of a calendar month, or the Lease expires on•· day other than the last day of a calendar month, then !he Fixed Monthly Rent and Additional Rent payaMe by Tenznt shall be appropriately apportioned on a prorata basis for the number of days toalainior6 in the month of the Tenn for which sucli proration is calcldated

!ft!>,• amount ofF"vced Monthly Rent or Additional Rent duo is modified pursuant to the tem,s of this r..:-,,· auch modification shall 1ab cffcot the first day of the calendar month immediately following the dato ,.,uch modifioation would have been scheduled. Se,.tlon 3.6. Latu· .· e and Interest Tenen! acknowledges that late panTenaot to Landlord of Fixed Monthly · , Additional Rent will oausc Landlord to incur co · · mtemplated by this J . .eaae, the °"""I •. of which are oxtremely dlflicult and impraelicablo to··- /such costs include, without limhation, -Ing and 8"00untlng clllltges and late chaiges that may be imj>osed on Landlon! by tho terms of any encumbranoo and note IICCUICd by any oncumbronco covenng the Premiaes. thorofo,:e, if any in$1lment nf Fixed Monthly Rent or Additional Rent and other payment due from Tenant hozeundcr is not received by Landlord within live (5) daya of the date it becomes due, Tenaot shall pa=Landloid on~ an edditional SUIJl equal to live p«eent (S%) of the oveo!ue amount as a lalo o, Tho portico ._ 1hat this lalo charge '"E- a fair and teasonable settlement against the costs Landlord will incur by IOIIIOD of Tenant s llllo payment. Acceptance of any late charge shall not constitute a waiver ofTenaors deliwlt with respect to the overdue amount, or p,event Landlord from oxen:ising aoy of the other rights and remedies available to Landlord. ·

Bvecy installment of Fixed Monthly Ren! and Additional Ren! and any olher payment due hereunder trom Tenen! to Landloid which is not?Ei'd within twelve (12) daya after the same become. due and payable shall, in addition to any Lale aheady paid by Tc,,ant, bear interest at lhe rate of ten ~ <la~ per aonurn 1i:om the dlllo that same onginally became due and payable unliJ the date it IS paid. · on! shall bill Tenaot for said interest, aod Tenant shall pay the same witbln Jive (S) days of receipt of Landlord's billing. Secllon 3.7. Security Deposit. Concurrent wilh Tenant's execution aod tendering of this Lease to Landlonl, Tenaot shall deposit the SUIJl of $10,80959 (the "Security Deposit'?, which amount Tenant shall therea&r at all times maintain on doposil with Landlord as security for Tenant's full and faithful observance aod performance of its obligations W1der this Lease (~ly including, without limitation, the payment as and when due of the Fixed Monthly Rent, Additional Rent aod any other sums or damages payable by Tenent hC10under and the l"'Y"'ent of any and all other damages for whiclt Tenant shall be liable by xeason of any 8"I or omission contraiy to any of said covemmlS or agreements). Laodlonl shall have the right to oomming!e the Secnrity Depoalt with its general assets and shall not be obligated to pay Tenant in- tb=on.

If at any time Tooant doliwlts in the performanc.: of any of its obligations under this Lease, after the expiration of notice and the opportunity to cure, then, Landlon! may: a) apply as much of the Security Oeposit as may be necessa,y to cure Teoant's nou-paymeot of lhe

Fixed Monthly Rent, Additional Rent and/or other sums or damagca due trom Tenaot; aod/or; b) if Tenant is in default of any of tJu, covenants or agreemeots of this Lease; apply so much of the

Security Deposit .. may be - to rcimbunie all expenses incuaed by Landlord in cnnnu such defilult;or · -~

c) if the Secnrity Deposit is insufficient to pay the sums specified in Section 3.7 (a) or (b), elect to apply the entire Security Deposit in partial payment thcreot; and proceed against Tenant pursuant to the provis.ions of Article 17 and Article 18 hereiu. If, as a result of Landlord's application of any portion or all of the Security Deposit, lhe amount held

by Landloid declinca to loss thao $10,809.S9, Tenant shall, within ten (10) days after demand therefor, deposit with Landlord additiooal cash suf!icient to bring the then~g l>alance held as the Security Deposit to the amount specified bomnabove. Tenaors liillure to deposit said amount shall constitute a mlllorial breach of this Lease. .

At the expiration or earlier lelDlination of this Lease, Laodlon! shall deduct trom the Security Deposit being held on behalf ofTenaot any unpaid sums, costs, expenses or damages payable by Tenant pursuant to the provisions of this Lease; aodlor anr.,.":,' r<quired to cure Tenaot's default or perl'onnanco of aoy other covenant or ag=ment of this and shall, within thirty (30) days after the expiration or earlier tennination of this Lease, mum to T aoaot, without interes~ alf or soch part of the Security Deposit as then mnains on deposit with Landi~ Section 3.8. Rent Abatement li>r Belt•ficlal Occapmcy. Notwitbataodin~ <nything to the contrary in tho Lease, Tenant shall be entitled to an abatemeot of one hnndied percent ( 00%) of tho Fixed Monthly Rent aod Additional Ren! (If any) dne lbr the first one hundred twenty (120) days after the Commencement Date.

Except as olherwise stated, the entiie Fixed Monthly Rent (and Additional Rent as applicable) shall be due and payable, in advaocc,; on or before the lint day of each and every calendar month until the end of the Term, pu,suaot to tho Lease.

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ARTICLE4 ADDmONAL RENT

Section 4.1. Certain Definitions. As used in this Lease:

e.,

a) "l!scalalion Statement" means a statement by Landlord, selling forth the amount payable by Tenant or by Landlord, aa the caac may be, for a spocified calendar year pursuaot to tbls Article 4.

b) "Operatlng llxpcnsca" meana tho following in a IOfercnced calendar year, including the Base Year as hercinafler defined, calculatod assumin_s 1he Building is at least ninety-five pon:ent (95%) occupied: all costs of management, ope,alion, rn•1ntcn•oc,, and ,opair of the Building.

By "!'!"Y of illustration only, Operatlng Ex~ shall include, but not be limited to: mam,gement fees paid by Landlord ID any lbird-e, which shall not exceed those IOUOnable and customary in the geographic area in which tbe Builais located; water and BeWCr clwges; any and Bil insurance JJl'OD)imns not otherwise dlrectly o b)' Toaont; licoosc, pormlt and inspection fees; Bir conditioning (including IOpair of samo ; heat; light; power and olher u1ilities; steam; !Bbor; cleaning BDd janitotial services; g1latll services; supplies; materials; oqulpmont and tools.

Operating Bxpcnsca shall also include the cost or portion thereof of those copital improvements made to 1he Building by Landlord during the Tenn: 1) to 1he extent that such capital improvements reduoc other direct expenses, when tho same wOIO

made to tho Building by Landlord after tho Common-en! Date, or U) that 8"' required under any govemmental law or IOgnlation that w.,,s not appliCBble to lhe

Building as of the Commencement Date. SBid cepitel improvement costs, or tho allocable portion tbOIOof (as rol'etre!I to in clauses (i) and

(ii) Bbove), shall be amorlizcd pursuant to gcnenlly acoepted BOCOunting principles, together with intcreat on the unamorti7.0d balance at tho rate often percent (10%) per annum.

Opereting Expenses shall also include Bil goneral and special IOa! estate taxes, incIOBSCS in assessments or special assessro,uts and any other ad valorem. taxes,. rates, levies and assessments paid during a calendar year (or portion thereof) upon or with respect to the Building and the peisonal property used by Landlord to aperato the Building, whether paid to any governmental or quasi­governmental authority, and Bil taxes specificBlly imposed in lieu of any such taxes (but excluding taxes toferrod to in Section 3.4 for which Tenant or other tenants in the Building aIO liable) including fees of counsel and exports, roaaonably incurIOd by, or roimbwsablo by Landlonl in connection with any application for a rodnctlon in tho aasaased valuation of the Building and/or the land thereunder or for a judicial ,eview iboreof, (eollectively ~Appoal Fees"), but solely to tho extent that the Appeal Fees result directly in a rodnctlon of taxes otherwise payable by Tenant. However, in no event shall tho portion of Operating Expense, used to calculate any billing to Tenant atlributable to real estate taxes and ...-ments for any oxpensc yaar be less than tl,e billing for IOa! estate taxes and assessments t\uring the Base Year. · Qpereting Expenses shall also include, but not be lbnited to, the premiums for the following insumnce cov-: all-risk, structural, fiIO, boiler and machinery, liability, earthquake and for ,.plBCODlODt of tenant improvements to a maximum of $35.00 per usable "!"""' foot, and for such other coverage(,), and at such policy limil(s) as Landlord deems roaaonably prudent and/or ore required by any lender or ground lessor, wbich covorsge and limits Landlord may, in Landlord's IOUOnable discn:tion, change ftom time to time.

u; in any calandar year folio~ the Boso Yesr, as defined hereinbelow (a "Subsequent Y esr''), a new oxpeoae item (e.g. earthquake m.surmce, concierge services; entry card systen;is), is included in OperBting Expenses and/or Project Common AroB Expenses which was not included in tho Base Yesr Oporatirig Expenses, then the cost of such new i- shall be added to the Baao Yesr ()poretiog Expenses for purposes of .i.terminiog tl,e Additional Rent payable under this Article 4 for such Subsequent Year. During each Subsequenl Year, the same amount shall continue to be included in the computation of Operating Expenses for tho Baao Year, resulting in each sucb Subsequent Year Opereting Expenses only inclvding the increaao in the cost of such new item over the Baao Year, as so a<ljusted. Howe-, if in any Subsequeol Year tboIOafter, such new i- is not included in Oporating Expenses, no such addition shall be Dl8de to Baao Yesr Operating Expenses. ·

Conversely, as roaaonably detormined by Landlord, wben an expense i- that was ori~ly included in the Baao Yesr Operating Expenses and/or Project Common AroB Expenses is, many Subsequent Year, no longer included in Operating Expenses and/or Project Common AroB Expenses, then tho cost of such item shal1 be deleted from the Base Year Operating Ei<J)OIIBOS and/or Project Common AroB Expenses for pmpoaes of dotennining the Additional Rent payuble under this Article 4 for such Subsequent Year. The samo amount shall continue to be deleted from the Boso Year Operating Expenses for each Subsequent Yesr tboIOafter tbat the i- is not included. However, if such expense item is again inoluded in the Qpereting Expenses and/or Project Common Area Expenses for any Subsequent Yeor, then the amount of said expense item originally included in the Bose Year Operating Expenses shal1 BgBin be added beck to the BBse Yesr Oporating Expenses.

Expenses included in Project Comm.on A.tea Expenses shall include the same categories of expenses aa specified for the Building Oporating Expenses in this clause (b) to the extent the same Bpply to the Project Common Aroaa. No OJ>era!!ng Expenses may be chBrged in a duplicative manner or both as Tenant's Share of Opcra:dng Bxpcnscs and Tenant's Common Area Share of Project Common Area Exi>en-- Landlord ahaJl have the right, from time to time, to equitably

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alloca!e some or all of the Project Common Arca Operating llxpenses among different portions or occupants of the Project ("Coat Pools"), in Landlord's sole and absolute dis<retion. Cost pools may include, bUI shall not be limited to, tfu, office SpaCC tenants of a building of the Project or of the Project, and ICtail Space tonants of a building of the Project or of the Project, The Operating llxpenses within each such Cost Pool shall be allocaled and charged to the tenants within such Cost Pool in an equitable manner.

c) Exclusions from Operating llxpenses. Notwithstanding enything conlained in the definition of Operating Expenses as set forth in Snbscction 4.l(b) of this Lease, Operating Expenses shall not include the following: i) Any ground lease rental; il) The costs of repairs to the Building, if end to the extent that any such costs is actually reimbursed by the insuianco canied by Landlord or suliiect to award under any eminent domain proceeding; iii) Depreciation, amortization and interest payments. except as spccifical!Y pennitted herein or except on -,, tools supplies and vendor-type equipment purchased by Landlord to cnsble Landlord to supply services Landlord might otherwlsc contract fur with a third party where such dep,cciation, amortization and inl=st pc)'lllents would otherwise have been included in the charge for such third party"s servicos. In such a circumstance, the incrusion of all depreciation, amortization and Interest payments shall be detarmined pursuant to gcnaally accepted acoounting principles, consistently applied, amortized over tho reasonably anticipated useful life of the capital item for which such amortization, dqmeiation or intmst allocction was calculated; iv) Mamting costs, including leasing commissions, attorneys' tees incun-cd in connection with the negotiation and ~ of lottets, deal memos, letters of inten~ leases subleases and/or assignments, SpaCC planning costs, and other costs and expenses incuned in connection with lease, sublease and/or assi~ negotiations and tnmsactions with present or prospeetive tenants or other occupcnts of the Building; _ v) Expenses for services not offered to Tenant or for which Tensnt is chsrged directly, whether or not such scrviees or other benefits are provided to another tenant or occupant of the Building; vi) That pcirtion of any billing by Landlord, its subsidiaries or affiliates for goods and/or services in the Building, if and to the - that such billing exceeds the costs of such goods and/or services if rendered by a» nnaffiH&,d third parties on a competitive basis; vii) lnleleat, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument cncnmbcring the Building or the land thereunder; viii) Costs associated with operating tho cnti!)' which constitutes Landlord, as the same ere distinguished from the costs of operation of the Building, including partnership accounting and legal mattcn, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be In Issue), costs of selling, syndicating. linancing, mortgaging or hypothecating any of Landlord's interest in the Building, costs (including ellomeys' fees and costs of settlement judgments and pcylllCDts in lieu thereof) arising from clalms, dispUles or po~,:',::&;:tes in connection with potential or actual claims, litigation or arbitzation pcrtainiDg to ord's ownership of the Building; ix) Advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of tho Building, or other tenants signs; x) Electric, gas or other power costs for which (and only to the extent) Landlord has been directly reimbursed by another tencnt or occupant of the Building, or for which any tenant directly contn,cts with the local pnblic service co-; xi) Tax penalties and interest incuned as a result of Landlord's negligent or willful failure to make. payments and/or to file any income tax or informational retum(s) when due, unless such non· pc)'lllcnt la due to Tenant's nonpayment of=~ xii)Any charitable or .political coctributions; xiii) The purchase or ren~,f,j;~ of any sculpture, paintings or other object of art, whether or not installed in, on or upon the B · • · and xiv) Any compensation paid or expenses reimbursed to clerks, attendants or other persons worl<ing in any commercial concession(•) operated by Landlord, and any services )!rovidcd, taxes attributable to and costs incwTed in connection with the operation of any retail or restaurant opcralions in the Building.

d) "Tenant's Share" for the Pmmiacs mcam 2.02%. e) 'Tenant's Common Arca Shan," for the Premises means 0.63%, Section 4.2. Caleulation of Tenaat'1 Share of lacreuea in Operating Expenses. If, commencing with tho calendar year 2005, the Operating Expenses and/or l'Iqject Common Arca Expenses for any calender year during the Term, or portion thereof; (including the last calendar year of the Term), have inCieased over the Operating Expenses and/or Project Common Area Bxpensca for the calendar year 2004 (the "Base Yccr'), then within thirty (30) days after Tenant's .-ipt of~<!Jord'a computation of such increaso (an "Escalation Statement"), 'roiiant shall pay to Landlord, as Additional Rent, an amount

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equal to the product obtained by mu!~=, such increase by Tenant's Share, with respect to Building ()pcwing Expcosca. and Tawu'a n A1oa Shue, with ~ to Project Common A1oa Expcoses.

Landlord may, at or after the start of any calendar year subaequent to the Baae Year, notify Tenant of the amount which Landlord estimates will be Tcoant's mon~~ of any such increase in Operating Expensea and Project Common A1oa i!xpenBeS for such year over the Baae Year and the amount thereof shall be added to the Fixed Monthly Rent payments required to be made by Tenant in such year. If Tenant's Shue of any such increase in rent payable hereunder as shown on the Escalation SlalcmcDI is greater or less than the total amounts aclually billed to and paid by Tenant during the year oovered by such otatcrnont, then wilbin thirty (30) days thereaftei, Tenant shall pay in cash any sums owed Landlord or, if applicable, Tonant shall either receive a ciodil against anl!,:j,:1 Monthly Rent and/or Additional Rent noxt =inJ! for any sum owed Tenant, or If Landloofs · on Statement is rendered after the expiration or earlier termination of this Lease and indicates that Tenant's estimated paymenls have exceeilcd the total amount to which Tenant was obligated, then provided that Landlord is oat owed any other sum by Tenant, Landlord shall issue a cash refund to Tenant within thirty (30) days after Landlord's completion of such Escalation_ Section 4.3. Tenant's Payment of Direct Charges u Additional Rent. Tenant shall promptly and duly pay all oosta and expenseo incuaed for or in connection with any Tenant Change or TOl\llllt Service, and discharge any mecllanic's or other lien oresred against the Premises, BuildinR or the Project arising as • result of or m oonnection with any Tenant Change or Tenant Son>ice as Addltional Rent by paying the same, bonding or manner otherwise provided by law.

Any other cost, expense, chmgc, amount or sum (other than F',xed Monthly Rent) payable by Tcnaot as provided in this Lease shall alao be oonaidered Addilional Rent. .

Certain individual items of cost or expense may, in the reasonable detennination of Landlord, be separately charged and billed to Tenant by Landlord, either alone or in oonjunction with aoother party or parties, if they are deemed in good filith by Landlord to apply solely to Tenant aod/or soch other party or parties and are not otherwise normally n,captured by Landlord as part of normal operating expenses. Insofar as is reasonable, Landlord shall attempt to give Tenant prior notice and the opportunity to cure any circumstance that would give rise to such separate and diicel billing.

Said separate b~ shall be paid as Additional Rea~ regardless of Tenant's Share. Such allocations by Landlord shall be binding on Tenant nnless patently umeasonable, and sbelI be payable within ten (I 0) days after receipt of Lanillord's billing 1horefor. ·

ARTICLES ETHICS

Section 5.1. Ethics. Landlord and Tenant agree to conduct their business or practice in compliance with any appropriate and applicable oodes of professional or business p,actice. ·

ARTICLE6 USE OFPREMISES

Section 6.1. Use. The Premises shall only bo usod as gencntl office use consistent with the operation of a first-class office building in the Woodland Hills area (the "Specified E.':2c and for no other purposes, without Landlord"s prior written consent. which C0D80Jlt shall be in ord's sole discretion. Any proposed revision of the Specified Use by Tenant sball be for a use oonsistent with those customarily found in first-class office buildings. Reasonable grounds for Landlord withholding its consent shell include, but not be limited to: a) the proposed use will place a djsproportionate burdeo on the Building systems;

b) the proposed use is for ~overnmeotal or medical purposes or for a company whose primary business is that of oonducting boiler-room type 1mnsllctions or sales;

c) the proposed nse would generate excessive fool traffic to the Premises and/or Building. So long as Tonant is in control of tho Premises, TCll&nl oovenants and agrees that it abell not use,

suffer or permit any person(s) to use all or any portion of the Premises for any PU!J>OSC in violation of the laws of the United States of America, the State of California, or the ordinaoces, regulations or requirements of the City or County of Los Angeles, or other lawful authorities having juris<tictlon over the Building.

Tenant shall not do or permit 8ll)'tbins: to be done in or about the Ptcmises which will in any way obstruct or nnreasonably interfere with the rigbts of other tenants or occupants of the Building, or injure or annoy them. Tenant shall not use or allow the Prcmi5cs to be used for any pomographic or violent pmposes, nor shall Tenant cause, commit, maintain or permit the continuance of any nuisance or waste m, on or about the Premises. Tenant shall not use the Premises in any manner that in Landlord's reasonable judjpn,mt would adversely aft'eot or inwfore with any services Landlord is requi,ed to furnish to Teoant or to any other tenant or occupant of the Building, or that would interfere with or obstruct the proper and economicel tendition of any such sorvice. Section 6.2. Excllllivo Use. Landlord represents that Tenant's Specified Use of the Premises does not confilct with exclusive use _Provisions granted by Landlord in other leaaes for the Building. Landlord f\Jrther ._ that it shall, m the future, not grant an exclusivo use privilege to aoy other tenant in the Building that will prevent Tanant from COlllinuing to use the Ptemisos for ita Speoi!ied Use.

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Tenant acknowledges and agrees that it shall not engage in any of the uses specified herein below, for which Landloal bas &toady gmntod exclusive rights: eny retBil banking facility, delicatessen-type food service or restaurant °""upying gioator tban 4,000 rcntablc &qWIR> &et.

Provided that Tonant bas reccived written notice of the same from Landlord, and further provided that Landlord does not grant a future exclusive uso risht that prohibits Tenant tiom engaging in the Specified Use, then Tenant agrees tbat it shall not violale any exclusive use provision(•) granted by Landlord to otbcr 1cnants in the Building. Section 6.3, Rules ud Replallom, Tenant shall observe and comply with the rules and regulations sel forth in Exhibit C, and snch other and further reasonablo and non-discriminatory rules snd regulations as Landlord may maJa, or adopt and communicate to Tenant at any time or from time to time, when said rules, in the reasonablo judgment of Landlord, may be necessary or desirable to ensure the fim~lass operation. meintenaooc, ~=on or appearance of the Building. However, if any conflict arises between the provisions of this and any such rule or MgU!ation, the provisions of tbis Lease aball tonlrol,

Provided Landlord makes comm«cially reasonable efforts to seek compliance by all occupants of the Building with the rules and rogulations adopted by Landlord, Landlord shall not be responsible to Tenant for the lililun, of any otber tenants or occupants of the Building to comply with said rules and regulations,

ARTICLE7 CONDITION UPON VACATING & REMOVAL OF PROPERTY

Section 7.1. Condition upon Vacallng. At the cxpimtion or earlier terminelion of this Lease, Tenant shall: . a) lem1inate its occupancy ot; quit and summdcr to Landlord, all or such partion of the Premises upon

which Ibis Lease bas so tenninated, broom-dean and in the same condition as received except for: l) ordinary wear and tear, or Ii) loss a, dsmage by fin; or olher cesualty which shall not have been caused by tho gross negligence

or willful misconduct of Tenant or its apats. clients, contractors, employees, invitees. licensees, offic:ets, partnea or sbamholders; and

b) summder the Premises free of any and all debris and trash and any of Tenant's personal properly, furnitute, fixtutes and equipment tbat do not oth«wise become a part of the Project, pursuant to the provisions contained in Section 7.2 bemnbelow; and

c) at Tenant's sole.expense. forthwith and with all due diligence remove any Tenant Change made by Tenant and restore the Promises to their original condition, reasonable wear and toar excepted, However. Tcwmt shall ooJ:r, bo obligated to remove said Tenant Change if it was made without Landlord's approval and/or if Landlord notified Tenen! of its obligation to do so at the time Landlord epproved Tenant's request for a Tenant Cbsnae. If Tenant falls to complate such removal and/or to repair any dsmage oaused by the removal o1 any Tenant Change, Landlord may do so and may clia,ge the cost lhfflof to Tenant.

Section 7.2. Tenant'• Property. All fixtures, equipment, improvements and installations attached or built into the Premises at any time during Ibo Term shall, at the cxpimtion or earlier termination of this Lease, be deemed the properly of Landlord; become a permanent part of Ibo Premises and remain therein. Howevet, if said equipment, llJ!P'OVemen!S andlor installalions cao be removed without causing any structural ~· to the Premises, then, provided after such IOIDOVal Tenant restores the Premises to the condition existing prior to ins1allation of Tenant's ~ fumues or equipment, Tenant shall be permitted, at Tenant's solo oxpcnsc, to remove said trade fixtuies and equipment

ARTICLES UTlLITIES AND SERVlCES

Section 8.1. Norma) Building Boun / Holidays. The "Normal Business Hours" of the Building, during which Landlord sball famish the services spocilied in this Arlicle 8 = defined as 8:00 A.M. to 6:00 P.M., Mondsy through Friday, and 9:00 A.M to 1:00 P.M on Saturdsy, any one or more Holiday(s) excepted. ·

The "Holidays" which shall be observed by Landlord in the Building are defined as any federally­recogni,,ed holiday and any other holiday specified herein, wbioh =: New YOlllll Day, Presidents' Day, Memorial Day, the 4th of July, Labor Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day (each individually a "Holiday''). Tenant aoknowlodges that tho Building shall be closed on each and every snch Holiday, and Tenant aball not be guamoteed access to Landlord or Landlord's mM•ging ogent(s) on each such Holiday. Section 8..2. Acee,, to tho Building and General Servi"8, Subjel:rt to Force Majeure and any power outage(s) whioh may OCC\lt in the Building when the same ore out of Landlotd's teaSOnable control, Landlord shall fomish the following services to the Premises twenty-four (24) hours per day, seveo days per week: a) during Normal Business Hours, bulb ,oplacemeot for building standard lishts: b) aocess to and use of tho poddng facilities for persons holding valid parldng permits; c) """"8S to and use of tho elevators and Premises;

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cl) uso of electricallighting on an aa-necded basis within tho Premisoa; and e) use of a ICaSOnable lcvcI of water for kitchen and toilet facilities in the Premises and common area

bathrooms. Section 8.3. Janitorial Servkes, Landlotd shall tumish tho Ptomises with roesonable and customary { .~~:;-1 services five {5) days per business week. oxeopt when tho Building is closed on any Holiday.

Id shall retain tho solo diacrotion to cbooso andfor roviao tho janitDrial company providing said services to tho Promiao8 and/or Building, Seetlon 8.4. 8-rlty sen;- Tooant acknowledges that Landlotd cwrenUy provides uniformed guard service to tho Bui!CD"i twocty-four (24) boon, per day, seven (7) days per week, solely for the pumo.'"" of providing surveillanco ot; infurmation and directional assistalWe to persons entering the Building.

Tenant acknowledges that such guard service shall not provide any measure of security or safety to tho Building or tho l'Rmisos, and that Temmt shall take such aotioDs as it may deem necessary and reaaonablo to CDSurO the sa1i,ty and security of Tenant's property or person or tho property or persons of Tenant's agents, cliants, cootntotms, diJoctois, c:mployoes, invi-, licensees, officers, partners or shareholders. Tenant - "and acknowlodgos that, except in tho case of the gross negligence or willful misconduct of Landlotd or its diioctors, omployoos, officers, partners or sharoboldem, Landlord shall not bo liable to Temmt in any DlllDllOr whatsoovOI arising out of the failure of Landlord's guatd service to seoure any pOISon or property from ham>.

Tenant - and acknowledges that Landlonl, in Landlord's sole discmion, shall have the option but not the obligation to add, decrease, roviao the hours of and/or change tho level of services being provided by any guard company serving tho Building. Temmt further agrees that Tenant shall not engage or hire any outside Juard or security company without Landlord's prior written coDSCDI, which shall be in Landloid"s sole discretion. Section 8.5, Udlitles. During Normal Business Hours Landlotd shall furnish a reasonable level of water, heat, ventilation and air conditioning ("HY AC"), and a sufficient amount of electric curreot to provide cu,tomary business lighlins and to operate otdinary office business mschinos, such as a single ~nal computer and anci1lmy printer per one hundred and twocty {120) Renlable square feet contained m the Premises. facsimile macbh>ea, small copiers customarily used foe general office pUiposes, and such othor equipment wl offico machines as do not result in abov<>-sumdard use of tho existing electrical system. So long as the same temaln reasonably cost competitive, Landlord shall retain the sole discretion to choose tho utility vondo,{s) to supply such services to the Premises and the Building.

Except with the_ J?rlor. written conseot of Landlonl, which sball not be umoasonably withheld, conditioned and/or dela)'cd,, TeA&Dt shall not install or use any equipment, apparatus or device in the Piomises that requires the installation of a 220 voltage citoui~ consumes more than five (5) kilowetts per hour per item; or tho aggregate - of which will in any way incroaso the connected load to more th8n 5 Watts pc,r square foot, or causo the amount of electricity to bo fiJmiahed or supplied for use in the Piomises to mo,e than 1.2 kWh per usable squam fool, per month.

Except with tho prior written conseot of Landlonl, Temmt shall not coonect any electrical equipment to the electrical system of the Building, except through electrical outlets ~.,l..,, existing in the Premises, nor shall Tenant pierce, revise, dolotc or add to the electrical, plumbing, • cal or HV AC systems inthel'lomlscs. .

Secdon 8.6, After Hours HV AC and/or E•coss Utility Usaae. If Tenant requires HV AC service during other lhac Normal Business Houri, C'l!xcoss RV AC'1, but on a bU5inoss wookday (i.e., Monday through Friday), Tenant shall make its request at least two (2) hours before tho close of tho normal bUJinoss day, provided that in the event Tenant requires Excess HV AC on a Holiday or weekend day, Tenant shall make its «quest not later than twecty,-four (24) hours bot'om the day on which Excess HV AC is requestt:d. Olhorwiso, Landlotd shall have no obligetion to provide Excess HV AC. Tenent's request shall be dec:mod conclusive evidecco of its willingness to psy tbo costs specified. There shall be a four (4) hour minimum clwgo for Excess HVAC. Landlord's cummt charge for Excess HVAC is $60.00 per hour, which chargo shall not incroaso for tho first twelve (12) months of tho Lease Term, and tberoailor shall be incroued only by the actual incroaso to Landlotd in providing Excess RV AC.

If Tenant xcquires clectrle current in excess of the amounts specified hereinabov~ water or gas in excess of that cUJtomarily furnished to tho Promiao8 as office space ("Excess Utility Use"), Tenant shall first procure Landlord's prior written consent to such Excess Utility Use, which. Landlord may ressonably rofuse.

In lieu of Landlord's refusal. Landlord may cause a meter or sub--meter to bo installed to measure the amount of water, gas and/or olectric c:uttellt consumed by Tenant in tho Promises. The cost of eny such motcr(s), and tho installation, mainmnaoce, and repair thereof; shall be paid by Tenant as Additional Rent. .

After completing installation of said motcr(s), and/or if Tenant requests Excess HV AC, then Tenant shall psy, ss Additional Roni, within thirty (30) calendar days sftcr Teoant's rec<ipt of Landlord's billing, for the aclual amounts of all water, steam, comp,ossed air, electric cunont and/or Excess HV AC consumed beyond tho normal levola Landlotd is toqu!Ied heleln to provide. Said billing shall be calculalod on tho WIIIB• indicated by such me!el(s), snb-metot(s). or Teoanfs written request therefor, and shall bo issued by Landlotd at tho rates charged for such services by tho local public utility tumishing tho samo, plus any additional oxpeoso I08SOnably incunod by Landlotd in providing said

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Excess Utility Use and/or in koeping account of the..-, sttam, compressed air and electric cunent so consumed, plus an adminmralive and billing fee equal to twcnty•five pen:ent (25%) of the oosts so billed. • Section B. 7, Chonges Affecllnc HV AC. Tenant shall also pay as Additional Rent for any additional costs Landlord incurs to repair any fililure of the HV AC oquipmont and systems to perfonn their function when said fililure arises out of or in COJ1DeCtion with any change JD, or alterations to, the ammgemcnt of portitioning in the Promises after tho Commencement Date, or from occupancy by, on ·~ more thao one person for every one hundred and twcnty-five (125) usable square feet of the Premises, or from Tenant'~ fililure to keep all HV AC vents within the Picmises li:oe of obstruction. Section S.S. Damaged or Defoclivo Systems. Tenant shall give written notice to Landlord within twenty-four (24) hours of any alleged damage to, or defective condition in any part or appurtenance of the Buildina's sanitary, electtical, HV AC or other systems SCIVing. located in, or passing through. the Piemisea. Provided that the repair or i:omody of aald damage or de1cclive oondition is within the ieaaonablo 00111101 of Landlord, it sball bo mnodicd by Landlord with IOIISODllbier::ff=· Othorwise, Landlord sball make such commercially IOISODllble efforts U IDl\l' be available to ord to effect such remedy or tcpalr, but except in the case ofLandlot<fs gross nogligencc and/or willful misconduet or the gross negligence and/or willfid misconduct of Landlord's ~ contractors. directors, employees, officers, partnen, and/or sharelwlders, Landlord shall not be liablo to Tenant for any failure thereof.

Tenant shall not be entitled to claim any ~ arising from any such damage or defective oondition nor shall Tenant be entided to claim any cvtction by ""'80.D of any such damage or defective oondition unless: · a) the same was caused by Landlord's gross negligence or willful misconduct while operating or

rneint:aining the Premises or the Building; · b) the damage or dcfective condition has substantially prevented Tenant from conducting its normal

busincas operations or obtaining access to at lout seveoty-five perceot (75%) of the Premises; and e) Landlord shall have miled to commence the remedy thereof and proceeded with reasonsble diligeoce

to complete the aemc after Landlord's =eipt of notice thereof from Tenant. Furthermore. if such~ or defective condition was caused by, or is attributed to, a Tenant

Change or the unreasonable or unproper use of such system(s) by Tenant or its employ ... , licensees or invitees: cl) the cost of the remedy thereof shall be paid by Tenant as Additional Rent pursuant to the provisions

of Section 4.3; e) in no event shall Tenant be cntitlcd to any abatemeot of rent as specified above; and -I) Tenant shall he estopped Imm mwng Bl1Y claim for damages arising out of Landlord's repair

thereof. .

Seqion 8.9. Limitation on Landlord's Liability for Failure to Provide Utilities and/or Services. Except in the case of Landlord's gross ncgligenoe or willful misconduct or the gross negligence or willful misconduct of Landlord's agents, contractora, directors, '!'!!l'loy ... , li<CDBees, oflicen,, pertnen, or shareholders, Tenant hezeby releases Landlord from any liability for cw.!'."JICS, by abatement of rent or otherwise. for any :fililure or delay in furnishing any of the services or utilities specified in this Article 8 (including. but not limited to tclephone and tclccommunicalion -). or for any diminution in the · quality or qusntity thereof.

Tenant's release of Landlonfs liability shell be applicable when such failure, delay or dhni.nution is occasioned, in whole or in part, by ~ ropla<:cni-, or improvements, by any strike, lockout or other labor lro\lble, by Landlotd's lnabllity to seourc eleetrloity, gos, wate, or other fuel at the Building after Landlord's reasonable ell'ort to do so, by aocideot or caaua1ty whatsoever, by act or default of Tenant or porties other than Landlord, or by any other cause beyond Landlotd's reasonable control. Such failures, delays or diminution shall nover be deemed to constitute a constructive eviction or disturbance of Tenant's use and possession of the Premises, or serve to relieve Tenant from paying Rent or perfonning any of its obligations under the Lease.

Furtbennorc. Landlord shall DOI be liable under any circumstances for a loss of, injury to, or intcrferencc with, Tenant's business, including. without limitation, any loss of profits occurring or arising through or in connection with or incidental to Landlord"s failure to furnish any of the services or utilities ,:oquired by this Articl.e 8.

Notwithstanding the above, Landlord shall use commercially ...,onsble efforts to remedy any delay, defect or insuffioienoy in providing the services and or utilities ,equired hereunder. Seetlon 8.10. Tenant Provided Services. Tenant shall make no con-t or employ any labor in connection wi1h the maintenance, c!Olllling or othor servicing of tho physical structures of the Ptemises or for installation of any computer, telephone or other cabling, eqaj:prnont or materials provided in or to the Premises (colleetively and Individually a 'Tenant Service") without .the prior consent of Landlord, which conscnt shall 110t be umeasonably withhold. Tenant shalf not pemnt the use of any labor, material or oquipmont in the perfonnance of any Tenant Service if tho use thereof, in Landlof<!'• reaso~le judgment, would violate the provisions of any agreement between Landlord and an~ UD1on proy,ding worl<, labor or services in or about the -, Building and/or ""'8le labor dishannony m the Building.

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ARTICLE9 TENANT'S INDEMNIFICATION AND LIMITATION ON LANDLORD'S LIABll,ITY

Section 9.1. Tenant•, Indemnification and Bold Harmleu. For lho ~ of this Section 9.1, "lndcmnit<:e(s)" shall jointly and severally refer to Landlonl and Landlonl s agents, clients, contractors, direotots, employees, officers, partners, arid/or shatohol.dcrs. . .

Tenant shall indemnify and hold Jndcmnitees hannless from and against all claims, suits, demsnds, damages, judgments, costs, int<mst and expenses (including attorneys fees and costs incu=d in lho defense thereof) to which any lndemnitee may be subject or suffer when the same arise out of tho ocgligcnoe or willful mis<Ondw:t of Tenant or lho nogligenoo or willful misconduct of Tenant's agents, contractors, diroctors, employees, liCC11SCC&, oflicon, partners or shareholders in connection with the use ot: work in, COllStructi.on to, or actions in. on, upon or ,bout the Premises, including any actions relating to the installalioo, placement, removal or tinancing of any Tenant Change, improvements, fixtures and/or equipment in. on. upon ot about: the Premises.

Tenant'" indctnnifil'.8tion shall extend to any and aU claims and occummcea, whether for injury to or desth of any penon or persons, or for damage to property (mcludina any loss of use thorcot), or othctwisc, occmring during the Term or prior to the Commencement Date (if Tenant has been given early access to lho Premises for whatever purpose), and to all claims arising from any condition of tho Piomises duo to or resulting liom any defmllt by Tenant in tho koeping, observance or perfonnance of any covenant or provision of this Lease, or from the nogligcnoe or willlW misconduct of Tenant or the ncidigence or willful misconduct of Tenant's agents, oontmctors, dircctora, employees, licensees, officers, partners or sbaraholdcrs. Section 9.2, Nnlllty of Tenant's Indemnili<ation In Event of Grosa Negligence. Notwiths1anding anything to the contrary contained in this Lease, Tenant's in<lcmniffoation shall nnt extend to the gross negligence or willful rnjsoonduct of Landlonl or the g1011 neglig"""" or willful misconduct of Landlonl's agents, contractol3, direotots, employees, officers, partners or shareholders, nor to such events and occurronces for which Landlonl othctwisc catrlcs insurance coverage. Section 9.3. Tenant's Wafvff of Llabillty. Provided that any injury or damage suffered by Tenant or Tenant's ageots, clients, contractors, duectors, employees, invitees, offi=, partners, and/or shareholders did not arise out of the gIOSS ncgligeoce or willful misconduct of Landlonl or the gross negligence or willful misconduct of Landloni's agents, contractors,

1 ':-£1oyees, officers, partners or

shareholders, Tenant shall make no claim agsinst Landlord and ord shall not be liable or lC8J)OJISible in any way for, and Tenant hereby waives all claims against Landlonl with respect to or arising out of iajury or damaae to any person or property in or about the Premises by or from eny cause whatsoever under the reasonable control or management of Tenant. Section 9,4. Limitation of Landlord'• Llablllly. Teoant expressly agrees that, notwithstanding anything In this Lease snd/or any applicablo law to tho contraey, tho liability of Landlord and Lendlord's agents, conU8<:tors, dircctora, employ- licenaees, ofliccrs, partnen or sba,,,boldcrs, including any successor in interosl thereto ( collectively and Individually the ''Landlord Psrties"), and any recourse by Teoant against Landlord or the Landlord Parties sball be limited solely and exclusively to an amount which is equal to the lesser of. a) The interest of Landlord in the Building; or b) The equity interost Lendlonl would have in the Building if the Building were encumbered by thinl­

party debt in an amount equal to cigbly pcrocat (80%) of tho value oftfu: Building (as such value is determined by Landlord). . Tenant !'!'!;Cifically - that neither Landlord nor any of the Landlord Parties shall have eny

persooal liability therefor. Further, Tenant hereby cxprossly waives and relOIICS such personal liability on behalf of Itself and all persons claiming by, through or under Teoant Section 9.S, Transfer of Londlord'1 Liability. Teoant expressly - that, to the extent that any transferoo IISSUlllCS the obligations of Landlonl hereunder, and provided Landlord hes either transferred the complete Security Deposit held pursuant to this Lease or refunded the same to Tenant ss of the date of such mmsfer, then the covenants and agreements on the part of Landlonl to be performed under this Lease which arise and/or accrue after the date of such transfer shall not be binding upon Landlord herein named from and after the date of trllllSfer of its inlorest in the Building.

ARTICLE IO COMPLIANCE WITH LAWS

Section 10.1. Tenant•, Compliance with LalrL Tenant shall not use, permit to be used, or permit anything to be done in or about all or any portion of the Piomises which will in any way violate any laws, -· ordinances, rules, onlers or regulations duly issued by any governmental authority ht~ jurisdiotioo over the Premises, or by the Boan! of Fire Underwriters (or any successor thereto) (collectively "Codes"). Section 10.2. Tenant to Comply at Sole Expense. Tenant shall, at its sole expense. promptly remedy any violatioo of such Codes, provided, however, that nothing contained in this Section 10.2 shall require Tenant to make !'l structural changes to the Premises, ..r ... such changes ano required due to either TCl18Dt or Tcmant s agents, clients, contractors, directors, employees, invitees, licensees, o~cers, partners or sbareholdm PSO of the l'rcmiacs for purpo.,es other thmi geoeral office purposes consistent with a Closs A office building.

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Section 10.3. Condaalve Evidenee of Violation. The judgment of any court of competent jurisdiction; Tenant's admission; or the admission of any one or m.OIC of Tenant's agents, contractots, ditectots, employees, officers, panners or shareholders m any action against Tenant, whether or not Landlord is a party thereto, that Tenant bas so violated any one or more Codes shall be conclusive evidence of such violallon as bclWoen Landlord and Tenant.

ARTICLEll ASSIGNMENT AND SUBLETTING

Section 11.1. Permission Required for A,sjpment or Sublet. Unless Landlord's prior written comcnt bas been given, which consent shall not be: unms,mably withhold, condidoned and/or delayed {subject ID tho express previsions of this Article 11), this Lease shall not, nor shall any interest herein, be assignable as ID the interest of Tenant by operation of law; nor shall Tenant a) assign Tenant's interest in this Lease; or

· b) sublet tho Premises or any psrt thereof or pom,it the Premises or any part thereof to be utilized by anyone other than Tenant, wbctbcr as by a concessiODBire, tianchisco, lieonsoo, penni- or otherwise (colloctivoly, a "sublease") In addition, cx<ept for T- under clausos (a) or (b), Tenant shall not mortgage, pledge,

encumber or otherwise transfct this Lease, the Torm arid/or estate hereby granted or any interest herein without Landlord's prior wri1ten consent, which consent may be granted or withheld in Landlord's sole and absolute discretion.

Any assignment, mortgsge, pledge, encumbrance, transfer or sublease (collectively, any "Transfer'~ without Landlord1s prior written consent shall be voidable. ~ in Landlord1s sole election, shall constitute a matmal default Ulldor this Lease. · Section 11,2. Voluntary Assignment due to Change, In Sln!eture of TenunL Any dissolution, merger, consolidation, or other reorganization of Tenant, or tho single sale or other transfer of a controlling ~ of tho capital stock of Tenant (other thsn tho sale of such stock pursuant ID a public offering that results in a maj~ of the same Qlembcrs of the Board end executive officers remaining in control nf said corporation) and or the single sale of fifty pereent (50%) or more of the value of the assets of TeJlan!, shall be deemed a voluntary assignment The phrase "controlling pereentsgo• mesns tho ownership ot; and tho right ID vote stock possessing liflr pereent (50%) or more of the total combined voting po- of sJl classes of Tenant's "!'l'ital stnck issued, outstanding, and entitled ID vote for the election nf directors. Nolwithstandin2 8llYlhina ID tho contnuy contained herein, tho preceding paragraph shall not apply ID corporations whoso stock is traded through a recogoized United States excbangc or over the counter.

Any withdrawal or cbauge (whotber voluntary, involuntary, or by operation oflaw) In the partnership by one or more partners who own, in the aggicpte fifty percent (50%) or more of the partnership, or the

. dissolution of the psrtnmhip, shall be deemed a voluntary as,ignrncot If Tcnan.t is comprised of m.ot"e than one individual, a pmportcd assignment (whether voluntary,

involuntary, or by operation of law), by any one of the persons executing this Lease shall be deemed a voluntaey assignment Sufi.on 11.3. Re,:uest to Assign or Sublepe. If at any time during the Term, Tenant wishes to assign this Lease or any - the<ein, or ID sublet all or any portion of tho Premises, then at least thirty (30) days prior ID tho date when Tenant desires the assignment or sublease ID be effective, Tenant sball give written oodce ID Landlord sotllng forth tho =e. address, and business of tho proposed assignee or sublessee, busin~ ~ p,rsonal credit applications com,Plotod on Landlord's standard application forms, and infonnalion (tnelllding IOfotonces and such !inancial documentation as Landlmd shall reasonably prescribe) concerning the clwactor and llnancial condition of the proposod assignee or sublossee, the offi,ctive date of tho assignment or sublease, and all the material temis and conditions of the proposed assignment, and with ..-.0 solely to a sublease: a detailed description of the spsce proposed ID be sublet, IDgethor with any rights of the proposed sublessee ID use Tenant's improvements and/or ancillary services with the Premises. Seetlon 11.4. Landlord's Consent. Landlord shall have ten (10) business days after Tonsnt's notioe of assignment 8JJJl/or sublease is received with tho financial information reasonably requested by Landlord ID advise Tenant of Laodlotd's (i) consent to such proposed assignment or sublease, (ii) withholding of consent ID such proposed assignment or sublease, or (ill) election to tenninate this Lease, such termination ID be ellcctive as of tho date of the commeoco,nent of the proposed assignment or subletting. If Landlord shall exercise its terminstion right hereunder, Landlord shall have the right ID enter into a lease or other - agreement directly with the proposed assignee or subtenant, and Tenant shall have no right ID any of tho rents or other COJllidcration payablo by such proposed assignee or subteoant under such other lease or occupancy agreement, oven i1 such rents and other consideration exceed the - payable under this Lease by Tenant. Landlord sball hsvo tho right ID leuse tho Premises ID ""I'. other tenant, or not lease tho Premises, in its sole and absolute discretion. Landlord snd Tenant spoc1fically sgree that Landlord's right ID terminate this Lease under clause (ill) abovo Is a material consideration for Landlord's sgtt:ement to entet inio this Lease and such right may ho exorcised In Landlord's solo and absolute discretion snd no test of n:asonableness shall be applicablo therelD.

Tenant acknowledges that Landlord's consent shall be bsscd upon tho criteria listed in Sections 11.4 (a) through (o) below and subject ID Landlotd's right ID unilaterally disapprove of aoy proposed assignment and/or suhlease, based on the existence of any condition contained within Section I 1.5

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heteinbclow. JfLandlord provides its consent within the lilne period specified, Tenant shall be free to complete the essigoment and/or sublet suoh space to the porty COll!aincd in Tenant's notice, subject to the following oondllions: a) Tho assignment and/or sublease shall be on the same t,rms as were set forth in the notice given to

Landlord; b) The assignment end/or sublease shall be documented in a written format that is reasonably

aceeptshle to Landlord, which form shall specifically include the essigneo's and/or sublessee's acknowledgement and acooptance of the obli¢ion contained in this Lease, in so far as applicable;

e) Tho assignment and/or sublease shall not be valid, nor shall tho assignee or sublessee take possession of the Premises, or subleased portion lhmot; until an executed duplicate original of such sublease and/or assignment has been delivered to Landlord;

cl) The assignee and/or sublcssee shall have no lilrther right to assign this Lease and/or sublesse the Premises;

e) In the event of any Transfer. Landlord shall icceivc ,s Additional Rent hereunder (and without affecting or reducing anr otbe, obligation ofTensnt under this Lease) fifty percent (50%) of Tenant's "Net Rental Profit" derived from such Transfer. If Tenant shall elect to Transfer, Tenant shall ·use teasonable and good faith efforts to aeomo consideretion from any such Transferee which would be ser,:/1: equivalent to then-cunent market rent, but in no event shall Tenant's moncfaly obligations to oid, os set fotlh in this Lease, be reduced. In the event of a Transfer which is a sublcose, "Net Rental Profit'' shall mean all ren~ Additional Rent or other consideration actually received by Tenant during any month during the term of such subleaso from such subtenant and/or i\CtUally paid by such subtmwit on behalf of Tenant in oonncotion with the subletting in excess of the ren~ Additional Rent and other sums peysble b7, Tenant under this Lease in such month during the term of the sublcose on a per square foot basis if ess than all of the Premises is subleased. In the event of a Transfer other than a sublease, "Net Rental Profit" shall mean key money, bonus money or other consideration paid by tho Transferee to Tenant in connection with such Transfer, end any payment in excess of fiur market velue for services rendered by Tenant 10 the Transferee for assets, fixtures, inventory, equipm~ or furniture -.feriod by Tenant to the Transferee in connection with such Transfer. If part of the Net Rentel Profit shall be payable by tho Transferee other then in cash, then Landlord's s!lll3 of such DOll-<8Sh oonsi<leration siiall be in such form os is teasonably satisfactory to. Landlord.

Tenant shall deliver to Landlord a stslemeot within thirty (30) days after tho end of each calendar yeer and/or within thirty (30) days after the expiration or earlier termination of the Term of this Lease in which any Transfer has ocourred, specifying for each such Transfer: I) the date of its execution and deliveiy, the number of square feet of the R<mtablc Areo demised

thereby, and the Term thereof, and !I) a computation in reasonable detail showing the amouots (if eny) paid and payoble by Teoant to

Landlord pu,suam to this Section I I .4 wi1h respect to such Transfer for the period covered by such statcmen~ and the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Section II .4 with ~t to eny peymonts =eived from a Transferoo during such period but which relate to an esrlier period.

Section U~. Reasonable Grounds for lffnial of Assignment and/or Sublease. Landlord and Tenant agree that, in addition to such other teasonsble grounds as Landlord may assert for withholding its consen, it shall be reasonable under this Lease and any applicable law for Landlord to withhold its CODSODt to any proposed Transfer, where any one or more of tho following conditions exists: a) The proposed subloss.ce or as,ignc,e (a "Transfcrcej ~ in Landlord's ~nable judgment, of a

character or reputation which is not consistent with those businesses customarily found in a Class A office building;

b) The Transferee is engaged in a business or intends to use all or any portion of the Premises for purposes which are not consistent with those generally fouod in the Building or other Class A office buildings in the vicinity of the Building, provided, however, that in no event shall Landlord be permitted to docline Tenant's roquest for a Transfer solely on the bosis of said Transferee's intent to change the Specified Use from that of Tenan, unloss such proposed change shall violate any Exclusive Use provision ahoady granted by Landlord;

c) The Transferee is either a govcrnmentel agency or instrumentality thereof; d) The Transfer will result in more than a reasonable and ssfc number of occupants within the

Premises; e) The Transferee is not a party of reasonable fioencial worth and/or financial stability in light of the

responsibilities involved-under the sublease. if a sublcssee. or tho Lease. if an assignee, on the date consent is requosted, or has demonstrated a prior histocy of oredit instability or unwotlhiness;

f) Tho Transfer will cause, Landlord to be in violation of another lease or agreement to which Landlord is a porty, or would give another occupant of the Building a right 10 can<ol its lease;

g) The Transferee will retain 1111}' right •"BiSJ·.:Ni;,rted to Tenant 10 exeICise a right of renewal, right of expansion, right of firn olfer or other · right bold by Tenant;

h) The P.roposed Transferee la engaged in on-going negotiations with Landlord to lease space in the Buil<ling at the lime Tenant roqucsts approvel of tho proposed Transfer; or

WlmCl'CCIIICI' V\TbOA TCIIORRI Edlt9, 1Ac,usu..a.y27,2004

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I) The Tomsferee intends to use all or a portion of the Premises for medical procedures or for a prima,y busineao which ia aa a boiler-<OOID type sales or marketing o,:ganizalion. If Landlord wi1hbolds or conditions its consent and Tenaot believes 1hat Landlord did so cont,ary to

the terma of this Lease, Temnt may, aa ita sole mnedr, proseeutc an aotion for dccla<atory relief to determine if Landlonl properly withheld or conditioned its conscot, and Tenant hereby waives all other remedies, including without limitation those set forth in California Civil Code Section 199S.3 IO. Secllon 11.6. Tenant'• Continued Obliptlon. Any ooll8Cllt by Landlord to m assignment of this Lease and/or snbleaso of the Pmniaes shall not relcaae Teo,ant from any of Tenanfs obligations he!oundet or bo deemed to be a ooDSBDI by Landlord ID any subsequent hypothecation, assignmen~ subletting, occupation or use by another person, and Temnt shall. IOlllllin Jiab)e·ID pay the Rent and/or pe,form all other obligations ID be pe,formed by Tenant bcreundor. Landlord's aoceptance of Ront or Additional Ran ftom ~ other pmon aball not be deemed to be a waiver by Landlosd of any promion of this Lease. Landlotd s consent to onci assignment or subletting shall not be deemed consent to any subsequent assignment or subletting.

If any assignee or sublesseo of Tenant or any suocessor of Tenant defuults in the performance of any of the provisions of this Lease, whotlier or not Landlord has collected Rent direotly from said assignee or sublessee, Landlord may prooeed direotly against Teosnt without the necessity of exhausting remedies against such assignee, sublesseo or other suocessor-in-inlerest.

Provided that in no event shall ~ further assignment, subl~ amendment or modification to this Lease serve to eilbcr inc,ease Tenant s liability or expand Teosnt's duties or obligations hereunder, or relieve Temuit of its liability under this Lease, then Landlord may consent to subsequent assignmenta or subletting of this Lease or amendmenls or modifi<:ations to this Lease with aoy assignee, without notifying Teoant or any successor ofT~ and without obwning their ooDBBDI Utereto. Secllon 11,7. Tenant To Pay Landlord's Costa. IfTeosnt assigns or subleta the Premises or requests the ooDSBDI of Landlonl to my assignmeol, subletting or other modification of this Lease, or if Tenant requests the consent of Landlord for .:i act that Temnt proposes ID do, whether or not Landlord shall grant consent thereto, then Tenant concummt with Tenant's submission of any written request therefor, pay to Landlord (a) the non-relilndable sum of $1,000 as reasonable consideration for Landlord'• consideriDg and processing the applicablo ~ f~,Cb) the amount of reaaonably estimated by Landlonl as ita Blllieipatod legal fees to be incum,d by ord in oonnection therewith. S..tion 11.8. Su ..... on and Assigm. Subject to the provisions contained hetein, the covenants and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant. their tespective suocessors and assigns and all persons claiming by, throllgh or under them.

ARTICLE12 MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR

ALTERATION Section 12.1. Tenant'• Obligation te Mmtaia. Tenant shall, al Tenant's sole expense, maintain the Ptemiscs in good order and Rpair, and sbalJ also keep clean sny portion of the Premises which Landlord is not obligated to clean. Suoh oblif!lllion aball include the clean-<>ut; repair and/or rcplaoemeut of Tenant'• garbogc disposal(s), Instant-liest or other bot water produoing 09uipmen~ if aoy, and the clesning and lODloval of any dishes and/or food prior to the same bccolll1D8 unsanitary. If Tenant becomes obligated to ropair anything witbin the Ptemisos, Tenant shall advise Landlord's managing agent of such n«:d, which i<quest sliall be presumed conclusive evidence of Temnt'• obligation and willingncss to toimbu,se Landlord for such repsil(s).

Further, Tenant sbalJ pay the oost of any injury, damage or breakage in, upon or to the Premises created by Tenant's gross negligence or willtul misoonduct or the gross ne~genoe or willful misconduct of Tenant's agents, cllenta, contnctors, directors, employees, invitees, licensees, officers, partners or shareholders.

Subject to Tenanfs obligation for reimbursement to Landlord, as specified herein, Landlord shsll msJce sll repairs to the Premises sod the exterior wslls, foundslion and roof of the Building, the structural portions of the floors of the Building, the systoms and equipment of the Building and the Tenant lmJ>rovements installed in the Prcmiacs. However, if such repairs, maintenance or cleanin\!. ate required due to Tenant's gross neglige,,co or willtul misconduct or the ~ss negligenoe or willM misconduct of Teoant's agents, clients, contnctors, directors, employees, mvitees, licensees, officers, psrtners or shareholders. then, Tenmt shall, within ten (10) days after receipt of Landlord's billing tbetefor, reimburse Landlord, as Additional R<nt. for any oxpcnso of such repairs, cleaning and/or maintoDaDco in excess of any insurance proeeeds available for reimbursement thereof, including for any deductiblo anticlpatod in conneetion 1herowitb. ·

Tenant hezeby waives all right to make: repairs at Landlord's expense under the provisions of Seetion 1932(1), 1941 and 1942 of the Civil CodeofCalifomia. Secllon 12.2. ROJ)lUI' Period Notice. Tenant shall give prompt notice to Landlord of Tensnfs aclUsl knowledge of any damaa• or destruction to all or any part of the P=iacs or Buildin¥ resulting from or arising out of any lino, oorthquake, or other ldenlifiablo ovont of a sudden, unoxpccte<l or unusual nsture (mdividually or collectively a "Casualty"). Tho time periods specffied in this Section 12.2. shall commence after Landlord teoeivcs ssid written notice from Tenaot of the occurrence of • Casuslty, Aftor receipt ofTenanfs writteJl notiee that• Casualty haa occurred, Landlord shall, within the 1-of:

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a) sixty (60) days after the date on which Landlonl determines the full extent of the damage caused by the Casualty; or

b) thirty (30) days after Landlord has determined the e,dcot of the insurance proceeds available to cJfeclUatc repairs, but

c) inno even! man: thallone hundred and twenty (120) days after the Casualty, provide wri- notice to Tenant indicating the anticipated UlilO period for repairing the Casualty

(the"Rcpair Period Notice"). The Repair Period Notice shall also state, if applicable, Landlonl's election oither to repair the Premises, or to terminate this Lease, pursuant to the provisions of Section 12,3, and if Landlord elects to terminato this Leaae, Landlmd shall use commercially =nable efforts to provide Tenant with a minimum period of ninety (90) days within which to fully vacate the Premises. Secdon 12.3. Landlord'• Option to Tennlnalo or Repair. Notwithstanding anything to the oontnuy contoined herein, Landlonl shall hove the option, but not the obligatiOJI to elect JJOt to rebuild or reoton: the Premises and/or the Building if one or more of the following conditioDI is proscnt: a) repaits to the Premises cannot reasoncbly be completed within one hundred and eighty (180) days

after the dale of the Casualty (when such repairs ate made without the payment of overtime or other premiums);

b) repairs required cannot be made pumiant to the then~ laws or regulations affecting the Promises or Building, or the Buildiiui cannot be n:otored e:xcept m a substantially different structuI8I or arobitectural fotm than existed bcfurc the Casualty;

e) the holder ~Mfin~ortgagc on the Building or ground or underlying lessor with respect to the Project and/or the · shall require that all or such large a portion of the insurance proceeds be used to tctirc the mortgage debt, so that the balance of insurance proceedo remaining· available to Landlord for completion of repairs sball be insufficient to n,palr said damage or destruction;

d) the holder of any mortgage on the Building or ground or widerl)'ing lessor with tespect to the Project and/or the Building shall taminate the mortgage, ground or underlying lease, as the case may be;

e) f:'!~ Landlonl has caaicd the covcmge Landlmd is requiml to obtain under Section 19.I of this the damage is not fully covered, exoept for deductible amounts, by Landlord's insurance

policies; f) mote than tbirty-lluee and ono-lhird pe,ceot (33 1/3%) of the Building is damaged or destroyed,

whether or not the Premises is a1lectcd, provided that Landlonl elects to terminate all other leases for offices of a similar size in the Bllilding. If Landlord elects not to complete ,opairs to the Building or Ptemises, pursuant to this Section 12.3,

Landlord's election to terminato this Lease shall be stated in tho Repair Period Notice, in which event this Lease shall cease and terminate as of the date contained in Landlonl's Repair Period Notice.

If one hundn:d percent of the Building is damogcd or destroyed. as certified by an independent building inspector, this Lease shall automatically tmminatc after tenant's teeeipt of written notice of such tormination from Landlord, and without action beyond the giving of such notice being required by either Landlord or Tenant.

Upon any tormination of this Lease~:;:""' to this Section 12.3, Tenant shall pay its prorata share of Fixed Monthly Rent and Additional properly apportioned up to the date of such termination, n:dnced by any abatement of Rent 10 which Tenant is entitled under Section 12.S; after which both Landlord sad Tenant shall thereafter be ftccd and diacbarged of all filrther obligali<ms under the Lease, except for those obligationa which by thoir provisions specifically survive the expiration or earlier tcnnin8tion of the Tenn. Section 12.4. Tenant's Option to Tennlnate. If a) 1!>c Ro)lllir Period Notice provided by Landlord indicates that the anticipated period for repairing the

(;asualty exceeds one hundred and Jilly (ISO) days after the Casualty (the "Repair Period'?, or b) the CasualtylO the Premises occurs during the last twelve (12) months of the Term; then Tenant shall hove the option. but not the obligation. to terminste this Lease by providing written notice /"Teoant's Termination Notice") to Landlord within thirty (30) days aJ\er receiving the Repair Period Notioc in the case of 12.4 (a); or within thirty (30) days after the Casualty, in the case of Section 12.4 (b). Furthormote, it. c) Landlord does not complete the ,opairs requin:d hereincbovc within the Repair Period, and d) further provided Landlord has not diligently commenced and continued to prosecute to completion

repair of the damage sad/or destruction caused by the Casualty, and o) Landlord has not completed the ,opairs thereafter on or before thirty (30) days after the expiration of

the Repair Period, then Tenant shall also have the option, but not the obligation. to terminate thJs Lease by giving Landlord written notice of its intention to so terminate. which notice shall be given not more than forty-five ( 45) days after expiration of the Repair Period.

Tenaofs tiilure to provide Landlord with TCDIDl's Tellllination Notice within the time periods specified botoinabovc shall be deemed conclusive evidence that Tenant has waived its option to tennina"' this Lease.

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Section 12.5, Temporary Space and/or Rent Abatement Daring Repaln or Renovation, During tho Repair Period or~ any such period tbai Landlord completes Work (as defined hereinbelow) or Renovations (u defined m Soction 12.11 boreinbelow), if available, aod if n,quested by Tenant, Landlord shall mako aveilabl• to Tonant other spaco in tho Building which, in Tooant's reasonable opiniOll, is suitable for the temporary conduct of Tenant's business. However, if such temporary space is smaller 1han the Ptemises, T=t shall pay Fixed Monthly Rent and Additional Rent for the temporary space based upon the calculotcd - per Rentablo square foot payable hereunder for the Premises, times tho number ofRentablo square leet available for Tenant's use in tho temporary space,

If no tempora,y spaoo is available that is easonably satisfaotozy to Tenant, and any part of the Premises is tendmed untenantahte by te8SOD. of such C8sualty. Work or Renovation; and furthet provided that the Casualty wu not tho ~t of the gross negligeocc or willful misconduct of Tenant or tho gross nogligonce and/or willful misconduct of TOIIIIDl's agOllls, contractom, directors, emp!oyoos, !iceosoos, om...., partnem or alwdioldcrs, thee 10 tho - that all or said ponion of tho usable area of the Premises is so n:ndezed WlteDalltable by eason of such Casualty, Work or Renovation, Tenant shall be provided with a proportionate abatement nf Fixed Monthly Rent aod Additional Reot Said proportional abatcrnm• •twl be based on tho Usable Sq...., Footage of the Pt=ises that cannot aod is not actually used by Tenant, divided by the total Usable sqwue leet contained in tho l'Iemises. That proportional abatement, if any, shall bo provided during the period beginning oo the later of: a) tho date of the Casualty; or b) tho actual date on which Tommi ccasos to· conduct Tenant's normal business operations in all or any

portion of the Ptemises, · and shall end on the date Landlord achieves sobslantial completion of restoration of the Premises. Tenant's acceptance of said abatement of Rent shall be deemed conclusive evidence of Tenant's waiver of any t\uthoi claim or right of- claim for any loss or damage assorted by Tonant arising out of the Casualty Repair, Work or R<:novatiOll, as tho case may bo. Section 12.6. Tenant's WaiverofConaequontialDama1e1, Subject to Section 12.4, the provisions contained in Section 12.S are Tenant's sole .remedy arising out of any Casualty. Landlord shall not be liable to TOIIIIDI or any other penon or entity for any direct, indlroct, or ~uontial damage (including but not limitod 10 lost profits of Tonant or loss of or interferenoo with Tonant s business), unless caused by tho gross negligeocc or willful misconduct of Landlord or the gross nogligoucc or willful misconduct of Landlord's agents, contractors, dirocto<S, omP.loyces, licensees, officers, partners or sbareholders, due to, arising out of. or as a result of tho Casualty (including but not limited to the termination of the Lease in connoction with tho Casualty), Section 12.7. Repair Of The l'Rmlffl When Casualty Not Canaed By Tenant If the cost of repair of cay Casualty is covered under one or mo"' of the iusorance policies Landlord is required herein 10 provide, then, provided such Casualty is not a result of Tensnt's negligence or misconduct or the negligence or misconduct of Tensnt'a agents, contractors, directors, employcos, liccusoos, officers, partners or shateholdets. Landlotd shall restore the base cote and shell of the Premises to its condition prior to the Casualty aod repair and/or replace the Improvements previously installed in tho Promises, to a maximum of $3S.OO per usable squsre foot Tenant shall hsvo tho oplion to either, at Tenant's sole expense, complete the ba1anoo of.,. nocdcd to restore tho Improvomeola contained in the Pcemises to their condition prior to the Casualty or to continue Tenant's nounal business operations in the Premises in the condition to which Landlord has so restored tho Improvements,

If Landlord has eloctod to complete .,. 10 tho Promises, and has not eloctod 10 terminate this Lease, as spoclficd la Section 12.3, thee Landlord aball comi,Jota such repairs within the Repair Period, in a manner, and at times, which do not unreasonably interforo with Tenant's use of that portion of the Premises mnaining unaffoctcd by the Casualty. Provided Landlord has electod to make the repoirs required hereunder, this Loaso shall not bo void or voidable during the Repair Period, nor shall Landlord be deemed to hsvo constructively ovictod TOIIIIDI thOlObY, Section 12.8. Repair of the Premisea When Casualty Caused by Tensnt If tho Casualty to all or any portion of the Premises ~ted from the gross ncoligencc and/or willful misconduct of Tenant or the gross negligence and/or willful misconduct of Tenant's agouts, contracton,, directors, employoos, liconsocs, officom, partnem or sban:bolders, Landlord shall not be required to ropsir any such injury or dsmage. Landlord sba11 only repair, at its expense, dsmage or dostruction to the Building, and Tenant shall paY the cost of repairing the J>remoo and any deductible payable by Landlord for repair of the Building. Furthcnnoro, Tenant hereby waives the provisions of Celifomia Civil Code Sections 1932(2) and 1933(4) aod the provisions of any successor or other law of like import

If the Casualty to all or any portion of the Premises WBB caused by the gross uegligeoce snd/or willful misconduct of Tenant or the gross negligence and/or willful misconduct of Tenant's agents, contractors, diroc10m, employees, om-. partnora, aud/or sbamloldors, then, except in the case of Landlord's gross negligence and/or willful miscoodoct, Landlord shall not bo liable for any inconvcnienco or 11Moysnce to 'renant or Tommi's agents, clioots, 00Jllnwtors, directors, "::!ii:r;::• invitees, liccoseos, officers, pattnors or sba"'1,oldors, or for illjuzy to the businoss of Tenant In any way tl:om such damage, or from Landlord's undertaking of such repairs, · · Section 12.!>. Repa!J' of the Jlulf!t,:ft: Bxcopt os specified horeinabove, unless Landlord terminates t)lis Loaso as permitted horeinabovc, ord shall repair the Buildina. pmking structure or other sopporting S1ructures aod &cllitles within two hundred aod ,ovonty (270) cl,oys atlcr Landlord becomes awsro of soch damage and/or destruction.

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Seedon !Z.10, Govemm!lllt•Rcqllirecl Repaln. It; during the Tenn, additional inspections other than those s1aDdanl annual or biannual inspections to which the Building may gon...Uy be subject; testing, repairs and/or reeoastruction {collectively the "Wod(.') ore IOqUi,,:d by any govcmmcotal authority, or iC upon the -rcoon»nendatinn of 1ta_ ~ Landlord indepcndcntly elects to undertake all or any portion of the Wolk prior to bei!lg requirec1 to do so by such govcmJIIClllal authority, Landlord shall give notice thetcof to Tcmmt and shall use iii, best effol1s not to unroasonal>ly intetfcre wi1b Tenant's nse of the Premises while completiJlg the Wot!<. TOIUUII shall coopcrato fully with Landlord in connection with the Work and, upon the prior wri-roqllOSI of Landlord, aball make the Premises available for completion of the Wot!<. Tenant agrees that Landlord shall allocate all costs associated with completion of the Work to the Building's Operating llxpcnses, when penniu.d to unda: the promions of Section 4.1 of this Lease.

If Landlord elects to undertake tho Work during the Tenn, !hon Tenant shall be entitled to ao abatement of rent, pursuant to the provisions of Section 12.S he<cinabove, and Landlord shall be complotely responsible for repair of any damage to tho - and all costs associated with the removal, moving BDd/or storage of Tenant's :fbmiturc, artwork, office equipment and files. Landlord will =tore any and all areas damaged by completion of tho Worlt to their proviow quality and pay all clean­up costs. Landlord further llglOCS that it shall wo COlll!IWlCially reasonable efforts to see that all coustruotion, sueh as~ or power nailing that could be disruptive to Tenant's normal business operations shall, in sc filr ss,. ressonably possible, bo performed between the hours of7:00 p.m. to 7:00 a.m. Monday through Friday; afttt 1:00 p.m. on Salllnlaya and/or at any time on Sundays,

Except in tho case of Landlord's groBS negligence and/or willfW misconduct or the gross negligence and/or willful misconduct of Landlord's agents, contractors, directors, employees, officers, partners, and/or shareholders, Tenant shall not have the right to terminate this Lease ~ a result of Landlord undertaking the Woll<, nor shall Tensnt or any third psrty claiming under Tcoant be entiUed to make any claim against Landlord for any interruption, interference or disruption of Tenant's bwiness or Joss of profits therefrom as a result of the Work, and Tenant benoby releases Landlord from any claim wbicb Tenant may have against Landlord arising from or relating to, directly or indirectly, the performance of tbe Wolk by Landlord. Section 12.11. Optional Landlord Renovation. II is specificslly understood and agreed that Landlord bss no obligation and bss made no promises to alter, remodel, improve, renovate or decorate the P1elnises, Building, or an;r part tberecf and that, except as set forth herein, nc representations respecting the cocdltion of the - or tho Building have been made by Landlord to Tensnt.

However, at any time and from time to time during the Tenn, Landlord may elect. in Landlord's sole discretion, to otherwise nmovate, improve, alter or modify elements of the Project. the Building (incl~ without limitation, Landlord's Lobby Work) and/or the Premises (collectively, "Renovations") including without limitation, the pul<ing facilities, common areas, systems, equipmeot, ·rool; and structunll portions of the same, which Rooovations may include, without limitation: a) .modifying the common areas and tenant ~ to eomply with awlicablc laws and regulations,

including -,,Jations mating to the physically dlsabled, S01Smlo conditions and building safety and security. ancf

b) installing new carpeting, lighting and wall covering in the Building common aress. In coDDCCtion with sueh Renovations, Landloid may, am:0?3 other things, erect scaffolding or other

-.ry structures in or about the Building. limit or elimlnate acceu to portions of tho Building, common areas or J)Slking facilities serving the Building, or perform other work in or about the Buildlng, wbicb work may on:ate noise, dust or debiistbat i=ains in the Building.

Landlord shall have the right to accesa through the Premises ss well as the right to take into and upon and through_ all or any part of the Piomlses, or any other part of tbe Building. all materials that may reasonably bo required 1o make such repairs, alterations, decorating, additions or improvements pursuant to the provisions of this Sectioo 12.11. So long as Tenant oluill maintain n:asonable access to the Premises, the Building and the parking facilities, Landlord shall also have the ~ in the course of the Renovations, to close entiances, doors, conidors, elewtors, or other building facilities, or temporarily to abate the operation of such facilities.

So long ss Tenant is not n:quired to vacate the Premises for any reason srising out of the Renovations, and maintains fC&SOnable access to tho Premises and the parking facilities, Tenant shall permit all of the Renovations to bo dono, and except in the csse of Landlord's gross negligence or willful misconduct or the gross neglipcc or willful misconduct of Landlord's contractors, directors, employees, officers, partners or sbanoholders, without claiming Landlord is guilty of the constructive eviction or disturbance of Tenant's wo and possession. ·

Landlord shall not be liable to Tenant in an:y manner (except as expressly provided otherwise in this Lease), whetbor for abatement of anr Rent or other clwgc, reimbursement of any expense, injury, loss or dsmsge to Tenant's property, bUBJDeSS, or any person claiming by or under Tenant, by reason of intorfcrence with the business of Tenant or inconvenience or annoyance, to Tenant or the customers of Tenant resulting from any Renovations done in or about the Premises or tho Building or to any adjacent or nearby building, land, stieet or alley. Howovor, Landlord 11g10CS that the Renovations shall be scheduled inscfilr as is COlllllWlCially reasonable to permit Toaant to continue its normal b,u'!in~ operations, with advanco notico thcnof;, and in such comm.cteially .reasonable manner so as to m.tD1lnl7.C 'f emm.t• s inconvenience,

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Seetion 12.12. Optional Tenant ~ During the Twm. After completion of the initial Improvements contemplawl hommder, if any, Tenont shall ""'" no alteration, change, addition, =val, demolition, improvement, ,cpair or ~w:emonl in, on, upon, to or about the Premises, or at any time to any portion of the Building (collectively or individually a "Teoant Clumge"), without the pnor written conseot of Landlord, wblcli CODSODt shall be in Landlord's roasonablo discretion. Except as otherwise spocifiecl in Article 7, any Tenant Chango sball, at the tc,mination of this Lease, become a part of the Building and belong to Landlord, pursuant to the provisions of Article 7. Any application for Landlord's consent to a Tenant Cbange, and the completion lhc:teof, shall be in conformance with the provisions ofBx!noit B-1, attached hereto and nuule a part hereof by ?Cfe?cnco.

Tenant sbalJ not knowingly peunit TOllSllt's agents, clients, contractors, directors, employees, invitees, licemceo, officers, parlDen or slmrcholders to doface the walls, floors and/or ceilings of the Premises, nor mark, drive nails, ll<ll>WI or drill holes into, pain~ or in any way mar any surface in the Building. Notwithstandina the above, Tenont is h=by peunittcd to ins1BII sucl1 pictures, oertificates, 1icensos, artwod<, bulletin 6oards and similar items as are nonnally used in Tenant's business, so long ss such installation is carefully attached to the walls by Tenant in a manner reasonably prescribed by Landlord.

If Tenant desiic.s, as a psrt of any Tenant Change, to make !!'!¥ revisions whatsoever to the electrical, HV AC, mechanical, plombing, or stiuctural systems of the Building or Promises, such revisions must be completed by subcontractors specmed by Landlonl and in the manner and Jocation(s) reasonably prescribed by Landlord. If Tenant dcsiic.s to install any telcpbooe outlets, the same sball be installed in the maoner and location(,) ressonsbly prescribed by Landlord.

If Landlord CODSODfs to any requested Tenant Change, Tenant sbalJ give Laodlord a minimum of Jilleen (IS} days written nodee prior to commeoeement thereof Landlord reserves the option, but not the obligation, to enter upon the Premises for the purpose of postin~ and maintaining such notices on the Premises as may be reasonably necessa,y to protect Landlord against mechanic's liens, material man's liens or other liens, and/or for posting any other nodees that may be proper and necessa,y in connection with Tenont's completion of the Tenant Change.

If 1111y al"""1ions, a<lditions or improvements made by Tenant result in Landlord being required to make any alto<ations to other portions of the Building in order to comply with any applicable statut<s, ordinanees or regulations (e.g., "bandioao ordinances') 1hen Tensnt shall reimburse Landlord upon demand for all costs and expenses inouricd"by Landlord in makiag such alterations. Section 12.13. Expreu Agrument. The provisions of this Lease, including those contained in this · Article 12, constitute an express agreemeot ~n Landlo<d and Temmt that applies in the event of aoy casua!ty to the Promises, Building or Project. Teoant. therefore, fully waives the provisions of aoy statute or mgolalions, including Ca1ifomla Civil Code Sections 1932(2) aod 1933(4), and any other law or statute which pwports to govern the rights or obligations of Landlord and tenant concerning a casua!ty in the abseni:e of ""l"""' agrccmont. Tenant aod Laodlord expressly agree and accept that aoy ,._ or other law ofliko lmpOrt shall have no application hereunder.

ARTICLE13 CONDEMNATION

Section 13.1. Condemnation of lbe Premu ... If more tbsn twenty-five percent (25%) of the Premises is lawfullf condemned or fBken in aoy manner for any public or <JUUi-public use, or if any portion of the Building 1s OOJ1demned nr taken in such a maoner that Tenant IS reasonably prevcoted from obtaining aoeess to the Building or the Premises, this Lease may, within ten (10) business days of such taking, be tcrmiJlated al the option of oither Lendlonl or Tenant by one party giving the other thirty (30) days written notice of its 1ntent to do so. If either Landlonl or Tenant provide the other party written notice of temiination. the Tenn and esta1c hetcby granted shall forthwith eease and terminate as of the earlier of the date of vesting of title in sudi condemnation or taking or the date of taking of possession by the condemning JlUthori.ty.

If less than twenty-five percent (25%) of the Premises is so condemned or taken, 1hen the term and estate hereby granted with respect to such part shall forthwith eease aod tcnninate as of the esrlier of the date of vesting of title in such condemnation or taking or the date of taking of possession by the condemning m>thority, and the Fixed Mootbly Ren~PI\ le hereunder (and Additional Rent payable pursuant to Articles 3 or 4) shall be abated on a basis, by dividin& the total number of Usable square feet so talren by the total number of sable square feet contained in the Premises, then multiplying said pe:ccntago on a monthly basis, continuing from tho date of sucl1 vesting of title to the date specified in this Lesso for the expimion of the Temi hereof. Section 13.2. Condemnation of Ibo Bulldint- !floss than twenty-five percent (25%) of the Building is so condemned or taken, !hon Landlord shall, to the extent of the prooeei1s of the condemnation payable to Landlord and with reasonable diligence, restoie 11m remaining portion of the Building as nesrly as practicable to its condition prior to such ooodemnation or taking; oxeept that, if such prooeeds constitute less tbsn ninety percent (90%) of Landlord's estimau, of tho cost of rebuilding or restoration. then Landlord may tetminate this Lease on thirty (30) days prior written notice to Tanant.

If more than twenty-five percent (25%) of the Building Is so condemned or taken. but the Premises are unalfocted thereby, theo Landlord sbal1 have the option but not the obligation, which election shall be in Landlord's solo discretion, to tetminate this Lesse, effective the -lier of the date of vesting of tiUe

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' --in such condcmnalion or the date Landlord delivers actual possession of the Building and Premises to the condemning authority, which election l>y Landlord shall be provided to Tenant in writing. Section 13.3, Award. If any condemnation or taking of all or a part of the Building takes place, Tenant shall be OlltiOed to join in any action claiming co_.iion tbeiefore, and. Landlord shall be entitled to teeeive that portion of the award made for the vaJne of the Building, Promises, leasehold improvemon1S mode or reimbursed by Landlord, or boDWI value of the Lease, and Tenant shall only be eotided to teeeive any aword made for the value of the - vested l>y this Lease in Tenan~ including Teoaot's proximato damages to Tenant's business and roasonahle relocstion expenses. Nothing shall preclude Tcnant from intervening in any such condemnation proceeding to claim or receive from the condemoing 8'Jlhority any compeosation to which Tenant mar othe<wiso lawtillly be entitled in such csse in respect of Tenant's property or for moving to a new location. Section 13.4, Condemnation fora Limited Period. Notwithstanding the provisions of Section 13.1, 13.2 or 13.3, except during the final tweJve (12) months of tho Term, if all or any portion of the Premises are condemned or taken for governmental occupancy fur a limited period (i.e. - snticipated to be no longer thsn sixty (60) days), then this Lease sball not tcrminale; there shall be no abatement of Fixed Monthly Rent or Additional Root payable bcmmder; snd Tenant shall be entitled to receive the enliie aword therefor (whether paid as clamagcs, rent or otherwise).

ll; during the final twelve (12) months of the Term, all or any portion of the Premises ore condemned or taken for governmental occupancy for a limited period anticipated to be in excess of sixty (60) days, or for a period extended after the expiration of the initial Term, tenant shall have the option, but not the obligation, to terminate this Lease, m which case, Landlord shall be entitled to such part of such award as sliall be properly allocable to the coat of restondion of the Premises, and the balance of such award shall be apportioned between Landloid and Teoant as of the date of such termination.

If the 1ennination of such governmental occupancy is prior to expiration of this I.ease, and Tenant has not eleoted to terminate this Lease, Tenant sball, upon teeeipt thereof and to the exu:nt on aword bas been mode, "'8lole the Premises as nearly as possible to the condition in which they were prior to the condemnstion or taking.

ARTICLE 14 MORTGAGE SUBORDINATION; ATl'ORNMENT AND MODIFICATION OF LEASE

Section 14,1. Subordination, This Lease, the Term and estate hereby granted, are and shall be subject end subordinate to the lien of each mortgage which may now or at aoy time hereafter affect Landlord's interest in 'the teal property, Building, parldng facilities, common areas or portiom thereof and/or the land thereunder (an "underlying mortgage"), reprdlcss of the intcmst rate, the terms of repayment, the use of the proceeds or any other provision of any such mortgage. Tenant shall from time to time execute and deliver such instrumen1S as Landlord or the holder of sny such mortaas• may reasonably request to «lDfum the subordinalioa provided in this Section 14.1. Se<.tio11 14.2, Attomment. Tenant confirms~!!:{ reason of a default under an underlying mortgage the intcmst of Landlord in the Premises is · provided Tenant is gmoted in writing continued quiet enjayment of the Premises pursuant to the terms and provisions of this Lease, Tenant shall ettom to the bolder of the reverslona,y - in the Premises and shall recognj,.e such holder as Tenant's londlord under this Lease, bu! in no eveot shall such holder be bound by any l'!'yment of Rent paid more thsn one month in advance of the date due under this Lease. Tenant shall, within ten (I 0) calendar days after request thcrefur1 execute and deliver, at any time and ftom time to timo, upon the request of Landlord or of the bolder of on underlying mortgage any instrument which may be necessary or appropriato to evidonce such attornmenL If Tenant fails to so exc<>uw and deliver any such instrument, then Tenant hercb~ocably appoints Landlord or such holder as i1S attorney-in-file! to execute and deliver for snd on of Tenant any such instrument Section 14.3. Modification of Lease; Notice of Default. If any current or prospective mortgagee or ground lesaor for the Building requires a modification or modifications of this Lease, which modification or m.odifi.cati.ons will not ca.use an inm:ased cost or expense to Tcmmt or in any other way materially and adversely change tho rights end obligations of Tenant hereunder, then in such eveo, Tenant ag,ees that this Lease may be so modified. Tenant ._. to execute and deliver to Landlord within ten (JO) calendar days fullowing the request 1hcrefor wbalcver dOClllllOOIS arc required to effectuate said modification. Should Landlord or any such curront or prospective mortgagoc or ground lessor require execution of a short fOJm of Lease for recording. containing. among other customary provisions, the names of the parties, a descrif!: of the Premises and tho Term, Tenant agrees to execute and deliver to Landlord such short form of within ten (JO) calendar days following the iequest therefor. Further, Teoant shall give written notice of any default l>y Landlord under this Lease to any mortgagee aod ground lessor of the Building and shall atl'ord such mortgagee and ground lessor a reasonable opportunity to cure such default prior to exe,cising sny remedy under this Lease.

ARTICLE15 ESTOPPEL CERTIFICATES

Section 15.1. Eatoppel Certlficatoo. Tenant shall, within ten (10) business days after receipt of Landlord's written iequest therefor, execute, acknowledge and deliver to Landlord ao Estoppel Certificate which mey be conclusively relied 11\\"n by eny prospective purchaser, mortgagee or beneficwi under any deed of trust covoilng the Building or any port thetoof. Smd Estoppel Certificate sball certify the following:

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EXHIBIT

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a) that this Lease is unmodified and in full tlm:e and effect (or, if lbere have been modifications, that this Lease is in full furea and effect, as DlOdified, and stating the date and nature of each modilicatioo);

b) the• if any, to which ""11111 and other sums payable heleunder have been paid; e) that no notice bas been received by TCDaDI of any default which has not been cured, except as to

deiiwlts specified in the cc,tificate; d) that Landlotd is not in default UJ1der this Lease or, if so, spccjfying such deliwlt; and e) such other 1ictual matters as may be '""80lMlbly requested by LandlOJd.

Tenant's failure to deliver 1ho Estoppcl Ccrtificalo within the limo period specified above sball coOBlitute a material detiwll under the Lease, and Landlord shall have lbe option, but not the obligation, to enfurea the IOllledi,<, COJlhlioed qi Article 18.

ARTICLE16 NOTICES

Section 16.1, Notices. Any notice, conseot, approval, ogreement, certification, request, bill, demand, slateJDCDI, scceptancc or other communication hereunder (a 'notice") shall be in writing and shall be considered duly givon or lumished when: a) delivered per.iOJlally or by messenger or overnight delivery service, with signature evidencing such

delivery; b) upon lbe date of delivery, after being mailed in a postpaid enveloi>c. sent certified mail, return receipt

requested, when addressed to Landfutd as set forth in the Basic 1.oaso Information and to Tenant at the Ptemisos and any other - fut Tenant specified in tho Basic Lease Information; or to such other address or addressee as eithor party may clesignam hy a writton notice given punuant hereto; or

c) upon confumation of good tra:osmissir.n if sent via facsimile machine to such phone number as shall have been provided in writing by Landlord or Tenant, one to tho other. If Tenant fails to provide another valid address, other than the Premises, upon which service to

Tenant can be porl"cctod, than Tenant hereby appoints as its agont to receive the service of all dispossesso,y or disttaint proceedings and notices therenndcr 1ho pe,son in charge of or occupying the Pmnises at tbe lime, and if no person shall be in charge of or occupy tho same, then such service m.ay be made by attaching tho same to lbe main entrance of the Pmnises.

ARTICLE17 DEFAULT AND LANDWRD'S OPTION TO CURE

Section 17.1, Tenant's Defallll. For tbe pu,poses oflhis Section 17.l, if the lean "Tenant", as used in this Lease, rofen, to mon, than one person, tbco, such tenn shall be deemed to include all of such persons or any ooo of tbem; if any of the obliptioas of Tonant under this Lease are guaranteed, tlie tenn 'Tenant," as used in Section 17.l(e) and Section 17.l(f), shall be deemed to also include the guerantor or, if there ls mon: than one guaranlor, all or any one of them; and if this Lease has boon assigned, the lean 'Tenant,' as used in Sections 17.1 (a) through (h), inclusive, shall be deemed to include the assignee and assignor, joinily and severally, unless LandlOJd shall have, in oonooction with such IIAAignrnent, previously released the assignor lion, any further lial>ility under this Lease, in which event the tenn "Tenan~" es used in said IIUlJpanlan,phs shall not include the IIAAisnor that was previously released.

Tonant's continued oocupancr and quiet enjoyment of the Pmnises and this Lease and the covenants and ostate h=by snmted are subject to the limitation that: a) if Tenant deliwlts in tho peymonl of any Fixed Monthly Rent or Additional Rent on any date upon

which the same becomes duo, or b) ifTonant abmldons or vacates the Pmnises, or e) ifTonant defaults in tbe keeping, observance or perfurrnancc of any covenant or agreement set furth

in Sections 6.1, 6.2, or 19.3, and if such default continues and is not cured by Tenant befute the oxpi1111ion of Landlord's writton 3-Day Notice to Cure or Quit; or

d) if Tenant defaults in the koeping. observance or performance jf.':/j oovenant or agreement including any provisions of tbe rules and regulations established by otd (other than a default of the cbanloter referred to in Sections 17.1 (a), (b) or(o)), and if such default continues and is not cured by Tenant within fifteen (IS) days after Lindlotd has given to Tenant a notice soecifying the same, or, in the case of such a default which fur ceuses beyond Tenant's reasonable control (including occupancy of a sublessee) cannot with duo dili&elJCC be oured within such period of fifteen (IS) days, ifTenant: i) does not, promptly upon Tcww.t's receipt of such notice, advise Landlord of Tenant's intention

duly to instituto all steps necessary to cure such default or II) doee not duly instituto and tberoallet ~igently prosecute to completion all steps (including, if

appropriate, legal proceeding, 'lgainst a default!Pg m,bleasee) occessary to ew,: the same, or e) if Tenant fails to deli~ lbe F.stoppel Certificate required under Article IS hereof within the time

period specified, or I) ifTenant:

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·---<L .... -o~-i) applies for or consents to the appointment of, or the taking of possession by a receiver, custodian,

trustee or liquidator of itsolf or of all or a substantial part of its property;

li) admits in writing its inability, or is g......Uy unablo, to pay its debts es such debts become due; lh) makes a general assignment for tho benefit ofits creditors; Iv) commeooes a voluntary case under !edeml ballkruptcy laws (as now or hereafter in effect); v) files a \""ition seeking to lake advantage of any other law relating to bankruptcy, insolvency,

roorgani7.ation, winding up, or composi1ion or ailjustmem of debts; vi) fails to controvert in a timely or appropriate manner, or acquiesces in writing to, any petition

filed against it in ao involUD1Bly cesc WMler suob ballkruptcy laws; vii)tako any action for the pu,po.,o of effectiJlg any of tho foregoing, or

&) if a procoeding: or case is commeaccd, without tho appliClltion or conscn.t of Tenant, in any court of competent jurisdiction, seeking: i) the liquidation. reorganization, dissolution. winding up, or composition or readjustment of debts,

of Tenant; or U) the appoinlmen! of a trustee, receiver, custodian, liquidator or the like of Tenant or of all or a

substaolial part of its assets; or lH) similar relief with tesp<;et of Tonaot under any law relating to bankruptcy, insolvency,

reorgani,.ation, winding up, or composition or adjustment of debts, aod such prooecding or case shall coDtinuc UDdlmnissod, or on om, judgment or decree appro~ or ordering any of tho foregoing shall be entered aod continue UDStaycd aod in etl!:ct, for a pcnod of sixty (60) days, or ao om for relief against Tcnsnt shall be CDten,d in an involuotary cssc ilnder such hsnlauptcy laws, or

h) if TCDall! fails to take possession of aod move into the Premises within Jilleen (IS) calendar days after Landlord tenders the same in writing to Tenant, unless TCDall! acknowlodges aod accepts the Conunenccmcot Date es ocwrring within sueh fifteen-day time period, aod pays Rent thcreon from such Commencement Date;

then. in any or each sucb event, Tcnsnt shall be deemed to have committed a msterial default under this Lease. Saction 17.2. Landlord's Optioa lo Cure Te111111t's Default. If Tenant enters into• default under this Lease, in lieu of Landlord's issuance of a written notice, as specified herei.nbelow, Landlord may cure the ssme at the sole expeose ofTcnsnt: a) immediately end without notice in the case of em.etgency, if said default is specified in Sections

17.1 ~a), (b) or (o), or if sucb default unreasonab1Y. interfe= with tho use by any other tenant of the Building; with tho eftioicot operation of the Building; or will n,sult in a violation of law or in a ,canccllation of any insurance policy maintainN by Landlotd, and

b) after the expiration of Landlord's 3-Day Notioe of Intent to Cure, in the ease of any default othet thsn those specified in Section 17.2 (a) beloinahove.

Section 17.3. Landlord'• Option to Terminate thb Lease. In additioo to any other remedies Landlord may have at law or in equity, Landlord shall be entitled to give to Tenant a written notice of intention to torminste this Leese at the expiration of throe (3) days from tho date of the giving of such notice, and if such notice is given by Landlord, aod Tenant 1ilils to cun, the defaults specified therein, then this Lesse and tho Term aod estate hereby granted (whether or not tbe Commencement Date has already occwred) shall 1"mlinatc upon the expiration of such tbn,e (3) day period (a "Defoult Tenninstion'?, with tho same effect as if the last of such throe (3) days were the Tenninstion Date, except that Tcoant shall romain liable for damages ss provided beroinbclow or pwsuant to law. Section 17.4. Cenain l'aymanu. Bills for all roesonsble costs and expenses incUITed by Landlord in connection with any performan<e by it under Section 17.2 shall be payable, ss Additional Ren~ pursuant to the provisions of Section 4.3. Section 17.5. Certain Walven. Unless Tenant has submitted docnmentation that it validly disputes Landlord's billing for Fixed Monthly Rent hereunder, or is completing an audit of Landlord's Operating Expeose Statcman~ if Tenant is in default in payment of F,xad Monthly Rent or Additional Rent hereunder, Tenant waives the right to designate the items ogainst wbicb any payments made by Tenant are to be credited. In lieu thereof, Landlord may apply any paymcots received from Tenant to the then­olc!ast billing romaining unpaid on Tenant's tontal account or to any other payment due from Tensnt, as Landlord sees lit. Seellon 17.6. Landlord Default. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall not be in default in tho perfomusnce of any obligation «quired to be performed by Lmidlord pursusnt to this Lcsse unless: a) in the event sueh default is with respect to the payment of money, Landlord £ill& to pay such unpaid

smounts within five (S) buslnoss days of wrltten notice trom Tenaot that the same was not paid when due,or

b) in the event such default is other thsn tho obligation to pay money, Landlord fails to perform such r'!~n within thirty (30) days after the receipt of notice trom Tenant specifying in detail

rd's tililun, to perform; provided, however, if tho nature of Landlord's obligation is such that

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EXHIBIT

more than thirty (30) days arc required for its pcrfonnance, then Landlord shall not be in default under this Lease if 1t shall commence sucli performance within such thirty {30) days period and thczoatlc, diligoatly pursue the same to complotiOJ1 within a reasonable time penod.

Upon any such default by Landlord under thls Lease, Tenant may, except as otherwise speeifically provided in this Leaso to the OOlllnlry, exetciso my ofits rights provided at law or in equity.

ARTICLE18 DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD; ETC.

Section 18.1. Damagu. If Landlord torminaleo1his Lease, pursuant to the provisions of Section 17.3 (a "Ddault Termination"), thon Landlord may,_..., from Tenant the total of: a) the worth at the time of award of the unpaid Fixed Montbly Rent and Additional Rent eamed to the

date of such Default Temiination; and b) the worth at the time of award of the amount by which the unpaid Fixed Monthly Rent and

Additional Rent which would have been eamed after the date of such Default Termination until the time of award oxcoeda the amount of such rental loss that Tenant proves could have been reasonably avoided; and

c) tho worth at the time of award of the amoont by which the unpaid Fixed Monthly Rent and Additional Rent which would have been earned for the balance of the Tenn after the time of award exceeds the amount of ll\lOh rcntal loss that Tenant provea could have been reasonably avoided; and

d) any other amount reasonably necessacy to compensate Landlord for all of the detriment proximately caused by Tenant's failure to observe or oerfonn any of its covenants and agreements under this Lease OJ which in the ordinary course ot events would be likely to result. therefrom, including, with01l1 limitation, the payment of the reasonable expenses incOJrcd or paid by Landlord in re­entering and securing possession of the Premises and in the relotting thereof (including, without limitation, altering and -"1& the Premises for new tenants and brokeIS' commission); and

e) at Landlord's solo eleotion, such other amoWJ.ts in addition to or in lieu of tho foregoing as may be permitted from limo to time under applicable California laws.

Section 18.2. Computatloas: Tho "worth at the time of award' is computed: a) inparagmpha (a} and (b) above, by allowing interest at the- ofw, percent (10%) per annum (but

in no ovcnt in c><ceas of the maximum - pem,itlcd by law); and b) in paragmph (c) above, by discounting such amount al the discount rate of the Fedend Reserve Bank ·

of San l'ranciscio at the time of award plus onepen:ont (1%). c) for purposes of computing unpaid rental whicb would have aocrued and become payable under this

Lesso, unpaid rental shall CODSiSt of the sum of. I) the total Fixed Momhly Rent for the balance of the Tenn, plus U) a comPU!al_!on of Tenanfs Share of Additional Rent due under the Lease including, without

limitation, Tenanfs Propomonato Share of any increase in Operating Expenses (including real es1ato taxes) for the balance of the Term. For puq,oses of ccmputiug any increasea due Landlord borounder, Additional Rent fur the calendar year of the defilult and for each futu<e calendar year in the Tenn shall be assumed to be equal to the Additional Rent for the calendar year prior to the year in which default occura, ccmpoundcd at a rate equal to the mean aver8jle - of intlation for the preceding five calendar l'"ffl as dotermincd by the Unir.d Statoa Ocpartment of Labor, Bnrean of Lobor Statistics Cons10Der Price lndcx (All Urban Consumm, all items, 1982-84 equals 100) for tho metropolitan area or region of which Los Angeles, California i.s a part; If such index is discoulinucd or revised, tho ave,age - of intlatiou shall be determmed by · reference to the inde,, deai&nated •s the suocessor or subatitute index by the govcmment of the

· Unir.d Ststes. Section 18.3. Re-Entry by Landlord. a) If a Default Tennination OCCUlll or any deliwlt specified in Sections 17.1 (a) through (g) occur., and

continues beyond the period of grace (If any) therefor, Landlord or Landford's authori7.ed representstivea may re-enter the Premises and remove all pe,sons and all praperty thereftom, either by SlllllSlWy dispossession pnw,,dinp or by any suitable aotion or proceeding at law, without being liable to indicunon~ J!lOSCCUtion or damages therefor, and may reposscas and cajoy the Premises. No re-entry or repoSSCSS1on of the Premises by Landlord or its representatives under this Section 18.3 shall bo construed as an election to tcrminato this Lease unless a. notice of such. election is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. The words "re-cntet', "re-eutry' and "rc-entmng" as used lu!rein arc not rcsti:ictcd to their technical legal meanings.

b) If any delault Sl)OCified in Sections 17.1 (a)througb(g) occurs and coutinues beyond the period of !I""'" (if any) tficrefor, then if Landlord does not elect to terminate thia Lease Landlord may, from time to time and without terminating this Leese, enforce all its rights and remedies under this Lease, including the right to recover the Fixed Monthly Rent and Addltional R,,nt as the same becomes payable byTenant lu!reunder. I} If Landlord consents thereto, Tenant may aublet the Premises or any part therecf (whicb consent

Landlord agrees will not be unreasonably withheld), subject to Tenant's compliance with the requirements of Article 11 of this Lease. So long as Landlord is c><crcising this remedy it will

24

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e, ~-----·-not tenninale Tenant's right to po,....ion of the Premises, but it may engage in the acts pennitted by Soction 1951.4(c} oflheCalifomia Civil Code.

c) If Tenant abandons the Premises in breach of this Lease, Landlard shall have the right to rclet the Promises or any part thereof on such tem,s and conditions and al sw:h rentals as Landlord in its sole discretion may deem advisable, with the right to make alterations and repain in and to the Promises necesssey to relctting. If Landlord so elocts to rclct, then gross rentals received by Landlord from the rclctting shall be applied: I) first, to the payment of the rcasooahle ~ ioourrcd or paid by Landlord in co-entering and

securing possession of the Premises and m the rclctting thereof (wcluding, without limitation, altering and p,opariJ>g the Promises fur new- and brokers' colillllissions);

ii) second, to the peymcnt of the Fixed Monthly Rent and Additional Rent payable by Teaant hereunder; and

Iii) third, the remainder, if eny, lo be retainod by Landlord and applied to the payment of future Fixed Monthly Rent and Additional Rent as the some become due.

Should the gross tentals recc.ived by Landlord from the rclctting be insufficient to pay in full the sums statod in Section 18.3 (a) and (b) bcreinabove, Tenant shall, upon demand, pay the deficiency lo Landlord. Section 18.4. Certain Walven. After Landlord has actually obt>ined possession of the Premises pumumt lo any lawtul order of possession granted in a valid court of Jaw, Tenen! thereafter waives end surrenders for Tenant, end for all claimiJJg under Tenant, all rights and privileses now or hereafter cxiating to redeem the Promises (wbetbor by order or judgment of any court or by any legal process or writ); to assert Tenant's continued right to occupancy of t&o Premises; or to have a continuance of this Lease for the Term h0te0f. Tenant also waivas the provisions of any Jaw relating lo notice and/or delay in levy of execution in case of an eviction or dispossession for nonpayment of rent. and of any successor or other law of like import. Se<tlon 18.5. Cumulative Remedies The remedies of Landlord ~rovided for in this Lease are cumulative and arc not intended to be exclusive of any other remedies to which Landlord may be lawfully entitled. The oxcteiae by Landlord of any remedy to which it is entitled shall not preclude or hindo, the exwse of any other such remedy.

ARTICLE19 INSURANCE

Seelion 19.1, Landlord Obligatlona: a) Lendlord sball llCCUm and meintsin during the Term of this Leaae the following insurence:

i) Commercial General Liability and Umbrella Liability insumncc relating lo Landlord's operation of tho Building. for personal end bodily iajury and death, and damage to other's property.

ii) All risk of standard fire insurance and extended covers.go including vandalism and malicious mlschief and spriDk1er leakage endoiliOIDCllls relating to the Building, the paddng facilities, the common...._ improvomalts and any and all improvements installed ln, on or upon the Premises and affixed thomo (but excluding Tenant's fixtures, furnishinBS, equipment, personal property or other elem- of Tenant's Property), and provided that the premium cost for coverage of the lmprovcmonts to the Promises in excoss of a total value equal to Thirty-Five Dollars ($35.00) per square foot of Usable Area in the Premisee sball be directly reimbursed from Tenant to Landlord, pursuant to the provisions of Section 4.3 of this Lease;

Iii) Such other insurance (incJuding, without limitation, boiler and machine,y, rentol loss, earthquake and/or !lood insnrence) as Landlard reesonably elects to obtain or any Lender requires.

b) Insurance effected by Landlord under this Section 19.1 will be: I) In amounts which Landlord from time to time detcrminos sufficient or which any Lender

requires; and h) Subject to such deductibles end exclusions as Landlord deems appropriate.

c) Notwithstandina any contribution by Tenant to the cost of insumncc premiums as provided herein, Tenant acknowfedi<es that Tenant has no right to recc.ive any proceeds from any insurance policies cerried by Landlord.

Secllon 19.l. Tenant Obligations. a) At least ten (10) days prior .to tho earlier of the Commenocment Date or Tenant's anticipated esriy

possession date of the Premises and th-during the Term of this Lease, Tenant shall secure and maintain, at its own expense throughout the Term of this Lease the following minimum types and amounts of insurance, in form and in compani .. aocoptab!o to Landlord, bururing Tenant, its employees, og- and designeoa: i) Workers" Compensation Insurance, the amount and scope of which shall be the greater of (1) the

insurance currently maintained by Tenant, or (2) the mnount and scope required by statute or other governing Jaw.

II) Em,Plorer's Liability 1nsurence in amounts equal lo the g,oater of (I) the insurance currently mamtsmed by Tenant, or (2) the following: Bodily Irijury by accident • $1,000,000 each

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"0,.c· , , -. 7'··-0·

aocident; Bodily Jnjwy by disease - $1,000,000 policy limi~ and Bodily lnjwy by disease -$1,000,000 eaob employee.

lb) Commeicial General Liabilily and Umbrella Liabili1y Jnsuranoe on an occwrence basis, without claims-made featwes, with bodily iajwy and property damage covcrage in an amount ':')ual to the g,eator of (I) the insurallce cuneotly mainblined by TCllllllt or (2) a combined single limit of $2,000,000; and such insurance shall include the following covCrllf."3: (A) Premises and Operations covcrage wi1h X. C, and U exclusions fur explosion, collapse, and underground I'!"~ damage dcletec! under both pmniscs/operations and contractual liability covcrage parts, if applicable; (B) Owner and Co- Proteativc oo~o; (C) Produots and Completed Operaliona covcrage; (D) Blanket Contractw,I covemgo, including both oral and written comracts; (E) Personal Injury oovcrase; (F) Broad Form Comj>rdiensive General Liability oovcrase (or its equivalelll); and (G) Broad Form Property JJamage covcrage, including completed operations.

iv) All risk of standard fire insunmce and extended covcrage with vandalism and malicious misohief and sprinkler leakage endoracmcots, ~ fixturo&, glass, equipment, men:bandise, inventory and other e!cmeots of TQWll's Property m and all other contents of tbc Premises. Such insurance shall be in an amount equal to I 00% of the roplaoemcnt value thereof (and Tenant shall --..0 the same as m.qucntly ss ncccsasry in Oider to comply herewith). The proceeds of such insuraocc, so long ss 1bis Leese remains in effect, shall be used to repair and/or replace tbc i1em> so insured.

v) A comme,cially reasonable and customary policy of business interruption insurance with respect to the operation ofTeoant's business.

vi) Any other forms ofinsmaocc Laodlord msy requiro from time to time, in form and amounts and fur insurance risks against which a prudent tenant of comparable size in a comparable business would protcot itscl£

b) All insuraooe policies maioteincd in provide the ooverages required herein shall: i) Be issued by insurance compaoies authorized to do business in tho state in which the leased

premises aro locsted, and with companies nd<ld, al a minimum "A· VII" by A.M. ~ U) Be subject to the prior approval ofLaodlonl (which approval shall not be umcasonsbly withheld)

as to form, substaocc and insurer; iii) Provide for a deductible only so long as TQWll shall remain liable for payment of any such

deductible in tbc event of any loss; iv) Contsin appropriate ·croa&-liability cndotsements dcnY!"ll Tenant's insurers the rigllt of

snbrogation against Landlord ss to risks· covered by such IIISUilll1CC, without prejudice to aoy waiver of indemnity provisions applicable to Tcnsnt and any limitation of liability provisions applicable to Landlord horcundcr, of which provisions TQWll shall notify all insurance carriers;

v) Cootein provisions for al least ten (10) dsys advance - notice to Landl<ml of cancellation due to non-payment and thirty (30) dsys advance written notice to Laodlonl of material modification or oancoliation for any reason other than non-paym~ and

vi) Stipulate that covcrases alfonlcd under such policies are primBcy lnsw:auce as respects Landlord and that any other UlSUl'8l1CC' maintained by Landlord are excess and non-contributing with the inswauoerequirodhe<eundcr.

c) No endorsement limiting or excluding a requirod covemge is permitted. d) Tenant shall deliver to Landlord upon exooution of this Lease, written evidence of lnsuranoe

cov~ i<quired herein. TQWll shall deliver to Laodlonl no less than fitleeu (IS) days prior to the expiration of any required coverage, written evidence of the renewal or replacemcot of such coverage. Laodlord's failun, al any time to object to Tcnsnt's failwc to provide the specified insurance or written evidence thereof ( either as to the lype or amount of such insurance) shall not be deemed as a waiver ofTenant's obligations under this Section.

e) Laodlonl shall be named as an additional insured on the TQWll's policies of General Liabilily and Umbrolla Liability insurance and as a Jou payee on the Tenant's policies of All Risk insurance as their interest msy appcsr. Tenant shall deliver to Landlonl tho appropriate endorsements evidencing additional insmed and loss payco status. Any claim for loss under said insurance policies shall be poyable notwithstanding any act, omission, negligence, rep,csentation, misrepresentation or other condUGt or misconduct of Tenant which might other.vise cause CftDCCUation, lotfe.it\lle or reduction of such insw>m<;c.

f) The insurance ~uirements in this Section shall not in any way limit, in either scope or amount, the indemnity obligations sepamtcly owed by Teoant to Laodlord under tbc Lease.

g) Nothin~ herein aball in any msrmor limit the liability of Tenant for non-performance of its obligations or fur loss or damage for which Tew111t i& =ponsiblc. The aforementioned minimum limits of policies shall in no event limit the liability of Tenant hereunder.

h) Tenant may, al its option, satisfy its insuranoe obligations 1-undcr by policies of so-oallcd blanket insutancc carried by Tenant provided that the same shall, in all~ comply with the provisions hotoof. In such evclll, Tenant shall not be deemed to hsve complied with its obligations hereunder until Tenant shsll have obtained and delivered to Landlord a COPJ' of eaob such policy together with an appropriate e¢orsomont or ccrtific:ate applicable to and evide<wing twI compliance with the

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•, ,>, • •·~o-:•;.,~ ,el' ............. ~.;·,..;~:~ ..•.• ,•.

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specific requirements of the Leese (ittospeciive of any claim which may be made with respect to any other property or liability covCl<d under suoh policy), and until the same shall have b<en approved by Landlord in writing.

s..tlon 1~.3. Compliance with Building lmW'&nce Requirements. After Tenant takes occupancy of the Premises, Tenant shall not violate or pennit in, on or upon the Ptemises the violation of any condition imposed by such standard me insumnce policioa as""' nonnally issued for office buildings in the City or County in which the Building is located. Tenant shall not do, suffer or pennit anything to be done, or keep, sutl'<r or pennit anything to be kept, in the Piemises which Wllllld increase the risk ratings or F.D11um calculation fil<:tors on tbe Building or ptoperty thmin (oollectively an "Incteased Rlsk''· or which would result in insurance companies of good ~ ref\lsing to ins= the Building or any pronenv appurteoant thetoto in suoh am®Dts and against such risks as Landlord may reasonably ~ lii>m time to time ero appropriate.

Notwithstanding the above, if additional insU!llllOO is available to cover such Increased Risk, Tecant shall not be in default hereunder if: a) Tenant aulhoru.os Landlord in writing to obtain such additional insurance; and b) prepays the annual cost ll>ereofto Landlonl for such additional coverage, as well as tbe additional

costs. if any, of any increase in Landlont's other .iasuraru:c premiums resulting from. the existence or continoance of suoh In0!08SOCI Risk.

Section 19.4. Waiver of Subrogation. Tenant agrees that if a loss occurs due to any of the perils for which Tenant is required hereunder to provido inswance, Tenant shall look solely to the msurance policies covering such loss or risk for recovery. Tooant hereby grants to Landlord, on behalf of any lllSUl'et provi~ inswance to Tenant with l<Spoct to the Premises, a waiver of lll!Y right of subrogation whi~ any such ms=rofTenant may BCqUU'I! against Landlord by virtue of payment of any loss onder such UlSUiaDCC,

Section 19.5. Fallun lo Secure. If at any time during the Toan, and after expiration of three (J) buainess days prior written demand therefore from Landlord, Tensnt fails to: a) provide Landlord witb accesa to a re~ insurance broker of record that can verify Tenant's.

campliance with the requirement contaiued in tbis Article 19; or b) provide documentation xeasonably acceptable to Landlonl that Tenant hes secured and maintained

the insunmcc coverage ,:cquired hcmmder, then such failwo shall bo conside,ed a material domult under the Lease, and Landlonl shall have the option, but DOI the obligation, without further IIOlico or domand to obtain such insurance on bohalf of or as the agent ofTerumt and in Tenant's name.

Tenant shaJJ pay Landlord's billing for the premiums associated with sueh insurance policy or policies within fivo (S) days afler ieccipt of Landlord's billing, as well as such other reasonable costs and lees arising out of suoh dofaul~ together with interest on the entire amount so advanced by Landlord, at tbs ·rate of ten peroent (10%) per annum. eompuu,d from tho date of sucb advance. Such advances, if made by Landlord, shall bo construed as and considered Additional Rent under this Lease.

ARTICLE20 MISCELLANEOUS

Section 20.1. Entfro Agreement. This Lease, including lbe exhibits and guaranty of lease, if any, annexed heicto. contains all of the agreaments and understandings ,dating to tho leasing of tho Promises and the obligations of Landlord and Tenant in comiection therewith and neither party and no agent or rep,esentative lbereofhas mado or is making, and ncitha party in CO<eCUting and delivering this Lease is relying upon, any warranties or ,q,,osentatlons, except to the extent set forth in this Lease. All understandings and _...ts h=tofo~ had between Landlord and TODBnt relating to tho leasing of the Premlaes aro merged in this Lease, wlw:h alone tWly and completely expresses their agreement. The Riders (if any) and Exhibits annexed to this Lease and the Construction Agreement are hereby inco,porated herein and mado a part hereat: Section 20,2. No Waiver or Modllieatlon. Tho failure of Landlord or Tenant to insist in any instance upon the strict keeping, observance or performance of any covenant or agteoment contained in this Lease · or to exercise any cleetion hetein oantained shall not be construed as a waiver or relinquishment for the futum of such covenant or agreoment, but the same shall continue and "'1llBin in full force and effect. No waiver or modification by either Landlord or Teaant of any covenant or agreement contained in this Lease ahaU bo deemed to have been made unless the same is in writing executed by the party whose rights are being waived or modified. No surrender of possession of "!'r part of the Premises shall release Tenant from any of its obligations hetouDdor unless aeeepted in writing by Landlonl. The ieccipt and retention bY Landlonl, and tbs payment by Tenant, of Fixed Monthly Rent or Additional Rent with knowledge of the breach of any eovenant or egreemeot contained in this Lease shall not bo doomed a waiver of such breach by either Landlonl or Tenant. Section 20.3. Time ot tho Eueace. Time is of the essence of this Leaso and of all pro vis.ions hereof, except in respect to tbo dolivo,y of possession of the - at tbe Commencement Date. Section 20,4. Foree Majeure. For the purposes of this Lease, "Force Majeure" ahaU be defined as any or all provention, dolays or atoppages and/or the insbility to obtain services, labor, materials or rcasouable substitutes therefor, when such prevention. delay, ~e or failw-e is due to strikes, lockouts, labor disputes, - of Clod, sovemmental actions, civil commotion, fire or other casualty,

27

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and/or o1her causes beyond the n:asonable control of the party obligated to perform, except that Force Majemo may not be raised as a defeme for Teaant's oon-perfomumce of any obligations imposed by the Lease with ,.gan1 to the paymeut of Fixed MoDlhly Rent and/or Additional Roni. ·

Notwithstanding anything to the contro,y conlained in this Lease, FOIOO Majeure shall excuse the petfonnance of such party for a \J"Dod equal to any such provention. delay, stoppage or inability. 'lberofOIO, if this Lease SJiecities a ame per!od for petfonnance of an obligation by either party, that time period shall be cxtorulcd by the period of sny delay in such party's pedormance caused by a Force Majemo. Section 20.S. Broker. Landlord and Tenant _...,1 to one another that each bu dealt with no broker in connection with thi• Leue other thsn Douglas, Emmott ud Compony and Sperry Van Ness. Landlord and Tenant shall hold one another liamileso from and against any and all liability, loss, damage, expense, claim, action, demand, suit or obligation arising out of or relating to a breach by the indemnifying party of such ,ep,:~on. Landlord agIOes to pay all commi>sions due to tho broki:Is listod above Cfflllod by Tonant'a exoculion ofthia Leue. Soedon 20.6. Govorning Law. This Lease shall be governed by and construod in accordance with the laws of tho Stale of Califumia. Soedon 20, 7. Submlsslon of.ld!Ue. Whed= or not IODtal deposits have been ieceived by Landlord from Tenant, and whether or not Landlord has delivered to Tenant an unexecuted draft version of this Lease for Tensnfa review and/or ai,,.-. no contrectual or other rigbis shall exist between Landlord and Tenant with respect to the Promises, nor shall this Lease be valid and/or in cffi:ct until this Lease has been fully executed and a duplicate original of said fully-execule<I Lesse has been delivered to both Landlord and Tenant. ·

The submission of 1bis Lease to Tenant shall be for examinatinn pwposes Only, and does not and shall not constitute a reservation of or an option for Tenant to 1~ or ot:betwisc create any interest by Tonaot in the Ptcmises or any other offices or~ situated in the Building. Execution of this Lesse by Tenant and its return to Landlord shall not be binding IIJ)OD Landlord, notwithstanding any time interval, until Landlord has in fact executod and delivered a fully-executed duplicale original of this Lease to Tenant. Landlord and TOIUIIII asroo hereby to authoriu transmissioo of all or portions of documents, · including si_,. lines then:on, by facsiinilo machines, and further authoriu the other party to rely conehisively upon such liiosimilc transmissions as if the original bad been ieceived. Section 20.8. Captiom. The ca,ptions in this Lease aro for convenience only and shall not in any way limit or be deemed to cooatruc or mtcq,m the lermS and provisions heteot: Section 20,9, Sluplar and Plunl, Etc. The words "Landlord' and ''Tenant", as used h=in, shall include the plum! as well as the singular. Words used in the mas®line geoder include the feminine and neut«. lftheIO be moie thsn ono Landlord or Tenant the obligations hereunder imposed upon Landlord and Tenant shall be joint and seven!. S~on 20.10. Indepeadent Covenants. Except where the covenants contained UI one Article of this Leaso are clearly affected by or ~cut upon fulfillmemt by oitber party of another Article or pmagrapb of this Lease, this Lease shall be construed as though the covenants herein between Landlord and Tenant .,. indepondent and not dependent and Tenant hereby OXJ)lOSS!y waives 1he benefit of any statute to the COOll1lly and agrees that ifl.aodlord foils to pedorm its obligations set forth herein, Tenaot shall not be entitled to make aoy n,pairs or petform any actions hereunder at Landlord's expense or to aoy aet-off of the Rent or other amounts owing hereunder against Landlord; provided, however, that the foIOgoing shall in no way impair the right of Tenant to COJllllltlllCO a separate action against Landlord for the violation by Landlord of the provisiona hM>of oo l~ as notioe is first giveo to Landlord aod any holder of a mortgage or deed of trust coveri.og the Building, Project or aoy portion thereof, of whose addIOas Tenant bu theIOtofore been notified, and ao opportunity is granted to Laodloid and such holder to conect such violations as provided above. Section 20.11. SeverabWty. If any covenant or ,w.eemeot of this Lease or the opplication thereof to any person or circumstsnoo shall be held to be invalid or unenforceable, then and in each such event the IOmainder of this Lease or the application of such covenant or agreement to any other person or aoy other ciI<:umstance shall not be lbClOby affected, aod each covenant and agIOOmeol hOIOOf shall ,emain valid and enforceable to the 1illlest OXl"'1t penniu.d by law. Section 20.12. Warnwty o! Anthorlty. If Landlord or Terumt signs as a co,poration, limited liability company or a partnecship, each of the persons execu~ this Lease on behalf of Landlord or Teoant heieby covonant and warrant that each la a duly authorized and existing entity, that eaeh has and is

''lualified to do busines& in California, that the persons signing on behalf of Landlord or Teoaot have full nght and authority to entet into this Lease, and that each and every person signing on bebalf of either Landlord or Tenant.,. authorized to do so. Sedlon 20.13. No Repruentatiom or Warranttea. Neither Landlord nor Landlord1s agents or attomeys have made any repmcntslions or wananties with mpect to the Piomises, the Building or this Lease,- except as expzeasly aet fot1b bclOia, and no rights, oasoments ~, liconses are or shall be acquued by Tenant by implicatioo or othorw!ae. Section 20.14. No Joint Venture or Partnenhlp. This Lease shall not be deemed or construed to create or -blish aoy n,Jaliooship of partnership or joint veonu. or simllar relationship or arraogeme.ot between Landlord and Tonant~.

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Section 20.15. Tenant's Obligations At Ill Sole El<JIOD'le. Notwithstanding the fact that certain mercmces in this Leese to acta roquhed to be vcrfurmed by TOJJllDI hereunder, or to breaches or defaults of this Leese by TODSDt, omit to s1llte that suc6 acta shall be perfonnod at Teaant's sole expense, or omit to s1llte that such -.. or dofaults by TODIIDI ue material, ua1 ... the context clesrly implies to the contra,y cich and every act to be perfonnod or obligation to be fuUilled by Tooant pursuant to this Lease sbsll be performed or fulfilled at Tenants sole cxponse, and a11-.. or defaults by Tenant hereunder shall be d=ed material. Seelion 20.16. Attorneys' Fees. lf litigation is instituted between Landlord and Tenant, the cause for which arises out of or in relation to this Lease, the J)tOVailina party in auch litigation shall be entitled to recoive its costs (not limil<d to court costs), expenses and ressoneblo attorneys' fees from the DOD· p,evailing party es the same may be awaroed by tho coutl · Sedlon 10.17. Woiver of Trial by Jury. ID Ille lntereat of aaving time and expense, Landlord and Tenant hereby coaa•t to trlaJ without a Jul')' la any ac:tion, proceeding or counterclaim brought by either of the parties hereto 1galnst the other or thelr ,u....,or•ht-interest In respect to aay matten arising out of or relotlag cu 1h11 Lease. Section 10.18. No Merger. · The voluntmy or other swrcnder of this Lease by Tenant, or a mutual cancellation thereof, shall not won: a merger, and shall, at 11':n~on of Landlord terminstc all or any existins subleases or subtcnancias, or may, at the option of ord, operate as an essignment to it of any or all such subleases or sublenaocies. Section 20.19. Prohibition Againlt Reoonling. Except as provided in Section 14.3 of this Lease, oeithor this Lease, nor any mOlDOllllldurn, affidavit or other writin2 with respect thereto, shall be rooorded by Tenant or by Bll)'one acting tluousb, under or oD behalf of 'tooant, ana the recording thereof in violation of this provision shall make this Leese null and void at Landlord's eleouo». Section 20.20. Hazardous Waste. Tenant specifically agrees that, except for such limited quantities of office matcriab and SUJlj>lieo as are customarily used in Tenant's nonnal business operations, Teoant

. shall not engage or pormit at any time, any opcratioos or activities upon, or any use or occupancy of the l'Mmises, or any portion thereof; for tho purpose of or in any way involving the handling, manulilcturing, ln>atmenl, storage, - lransportation, spillage, leakag,, dumping, discharge or disposal (whether legal . or illegal, accidental or im:mtional) of any hazardous subatances, materials or wastes, or any wastes regulated under BIi)' local, state or federal law.

Tenant sball, during tho Tornt, remain in lull compliance with "i!:~cable laws governing its use and OOCUJ"Ul<'Y of tho Premises, including, without limitation, the · g, manufaeturing, treatment, storage, disposal, discharge. use, aod transportation of haardoWI substances, materials or wastes, and any wastes rogulated under any local, state or federal law, Tenant will remain in tull compliance with tho tcnns and conditions of all permits and licenses iasuod to it by any govemmental authority on 8"00unt of any or all of its activities oo the Pmnisea.

Landlord rop,oaenta that, lo the best of Landlord's aotual, curxeot knowledge and without the duty of inquiry, as of tho date of this Lease there are on material amounts ofluwudous wastes or toxic materials ("Wastes") in or under the Building. If Landlord IOCCives a wri11'"1 citatloD or wri- notification from a governmental authority with.jurisdiction over the Building that Wastes existed in or OD tho Building prior to tho f'-0mmenccmont Pote (SDY such notioe beinf reJenod to herein as a "ffiwu'dous Materials Notice"), and such Wastes were neither c,eatcd or brought in by Tonsnt. and Landlord does not choose to dispute such citation or notification, or is unsucccssfu1 in the prosecution of web dispute, then Landlord agroca 1bat it will hire a eontrac.tor ecrtiticd to handle hu.ardous wastes and toxic materials, and will comply with the rocnmmcndaril)U{s) of said contractor, whether for removal or encapsulation of the Wastes, or to leave said Westes undisturbed. Said work, if BIi)', shall be comple1"d at Landlord's sole cxponse, unless the Wastes were brought in or aoatcd by Tenant, in which case said work shall be complo1"d at TOJJllDl's cxpenso. In the event Tenant was not the cause of the Wastes which are the subject of the Hazardous Materials Notice and the event giving rise to such Hazardous Materials Notice occuned after the Commencement Dato, BIi)' remediation won: with respect lo the same shall be an Openting Expense as provided in Article rv of this Loeac. Seetfon 20.11. Trsnaportation Maaagement. Tenant sball, at Tenant's sole expense, fully comply with all present or futui:e pr(lgJlllDS inlended to lll8D8gO parking, transportation or uaffi< in aod around the Building, wllen the same bavo been mandated by an oUlsido governmental authority having jurisdiction therefor and not- required for the convenience of Landlord.

In connection therewith, Tenant shall be respollliblo for tho 1J:lwsportalion planning and management for all of Tenant's employees while located at the Premises, by wori:ing directly with Landlord, any govemmcntal trausportation management organization or any othet ~rtation~related committees or ontities reasonably i!osigaatcd by Landlord. Such programs may include, without limitatloD: a) restrictions OD the Dumbe, ofpoal:-hour vobiclo trips generated by Tenant; b) requhoments for inereased vohiole occupancy; •l implementiug SD in-house rido-sbaring program and/or appointing SD employee transportation

coordinator; d) worl,:ing with employees of any Building (or area-wide) rideaharin& program manager; e) instituting employor-sponsmod incentives (linancial or in-kind) to enoourago employees to

ridesbaring;and

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·--·--·-·· -0-· ~ . .. .-, ...• a..l!..t= •... --.

f) ulilizing flexible work shifts fur employees. Section l0.22. Slgnage. Tenant may not install, inscribe, paint or affix pny awning, shade, sign, edv<lrtisement or notic:o on or to any put of lhe OU!Side or inside of tho Building, or in any portion of lhe Ptemisos ruible to the outsida of tho Building or common 8l08S without Landlord's prior written con.sent, which shall not be unrcasoaably wilhhold, c:oadilioned or delayed. ·

All signsgo and/or di,ectory listings 1nstalled on behalf of Tenant, whelhe,: installed in, on or upon tho public corridors, doorwsys, Building di,ectory and/or PBmlll! cfuoctory (if any), or in any other looatinn wbalsoev« visible outsida of di,, Premises, shall bo insialled by Landlord, at Tenant's solo expeoso.

Tenant's identification on or in any common area of the Building shall be limited to Tenant's name and suito dosignation, and in no event shall Tenant be entitled to tho installation of Tenant's logo in any portion of the Building or common 8l<IS. Fwthermore. the size. style. and placement of leltelli to be used in any of TCIWll's oigoago shall be detennined by Landlord, in Landlord's sole discretion, in filII conformance with prmously~ signsge program fur the Building.

Except as speciJicd bot,,inbelow, Tenant shall oaly be entitlod to oru:· (!) listing on the Building dhcctory, or any parking ciliocto!y ancillary tlwoto, which shall oaly show Tenant's business name and suite designation. Totllltll shall also be cnlitled to designate a maximum of four (4) additional listings on said Building and/or parkina dirocto,:y, which ~ shall be limited solely to Tenant's officers, employees, suboidiaries, ~ and/or snbl-, if any. All of said listings shall be subject to Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Section 20.23, Disclosure. Landlord and Totllltll acknowledge that principals of Landiord bave a financial interest in Douglas Emmett Realty Advisors and P .L.B. Builders. . Section 20.24. Conlldentlallty. Landlord and Tenant &l!)'CO that the covenants and provisions of this Lease shall not be divulged to anyone not directly involved in the -ement, administration, owncrabip, lending against, or subleasing of the Piemiseo, which permitted disclosure shall include, but not be limited to, tho board members, lepl counsel and/or accountants of either Landlord or Tenant Section 20.25, Guannty. ConcuatDtly with Totllltll's execution of this Lease and as • condition . precedent to the elfootivenesa of this Lease, T"""'1t sbalI cause Speny Van Nesa Los Angeles, Inc., a Delaware coq,oralion to execute and deliver to Landlord a Guaranty of Lease in the form of the Guaranty of Lease attached to this Lease as Exhibit E. Section 20.26. ADA Compllaace. Landlord n,prcsents that, as of the date of this Lease, to Landlord's knowledge, the structure of the Building is JD DW«iaJ compliance with the requirements of tho Americans with Disabilities Act ofl990, as amended ("ADA"), lfLandlord receives a written notice or titation 1iOln any govommenlal authority with jurisdiction over the Building alleging that the structure of the Building does not comply with the ADA, and Landlord doeo not elect to dispute said citation or notification, or is unsuccoaslul iD tho prosecution of such disPute. and said non-compliance arose out of a C\>lldition existing before the date of this Lease, Landlord shall bear sucb reasonable costs as may be neceasary to bring the structure of the Building iD compli,.,.,, with the ADA, at Landlord's sole expense.

ARTICLE21 !'ARKING

Section 21.1, l'arldng. Throughout the Term, Tenant sbalI be obligated to purchase and assign to its employees, on a "must take" basis, seven <:T) .......-ved_~king permits (the "Must-Take Permits") as set forth in Section 21.1 of the Basic Lease lnfonnalion ("!IL!") and Tenant sball have the right but not the obligation to purebase "I' to an additional cigbt (S) umeoerved parkinJi 1"""'1ts (the • Additional Pcrmits"). Except ss otherwise pcnnitted by Landloni's mBDag,,mcn• 'lgCDt m its reasonable discretion, and based on the availabili!)' theieof, in on event shall Tenant be entitled to purchase more than the number of parking permits listed in the BU. In the event, at any time during tho initial Tenn, Tenant does not purchaso any of the Additional Permits which may be allocated to Tenant (subject to Tenant's obligation to purebase all of the Must Take Permits during the Tenn), Landlord shall bave no obli¥31ion to again oft'or such Additional Permits that""' not purcb.ased to Tenant If additional parking pel'IDlts are •vllilable on a month-to-month basis, which detemlination shall be in the sole discretion of Landlord's parking agent, Tenant sball be pennilled to pU!Cbase one or more of said pennits on a first-come, first­served basis.

Tbe initial ratea to be paid by Tenant for such pennits shall be: $81.80 per single unreserved l"'nnit, and $17S.OO per single ........t permii per month, including the too percent (10%) taX currently charged by the City of Los Angelea, provided that, Tenant shall be entitled to a fifty pe=nt (50%) discount oft' the Landlord'.• then posted patking ratea during the first thirty (30) mond,s of the initial Lease Tenn.

Said parking permits shall allow Tenant to park in the Building parking facility '!1 the pr~v~g monthly parlcing rate 1hen in oft'ect, which rate ~ be therosftor changed from tune to tune, m Landlord's sole -on. Londlord shall tOtain sole discretio~~•te the location of each psrking space. and whether it shall be assigucd, "'uaasoignc,<1, unleas y agreed to otherwise in writing between Landlord and Tenant.

G1lests and invitees of Tenant shall have the rioht to use, in common with guests and invitees of other tenants of the Building, tho mmsicnt paddng l'acilitiea of the Building at the then-posted parking rates and charges, or at sucli other rat, or ratea and charaes as may be agreed upon from tinle to tinle between Landford and Tenant in writing. Such rate(s) or clwges may be changed bY Landlord from tinle

30

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to time in Landlotd's sole ~n, and shall include, wilhout limitation, any and all fees or taxes relating to parking assessed to Landlord for such parking facilities.

Tenant or Tenant's agents, clients, contrsctors. directors, employees. invirees, lioensees, officers, partner& or sbaroholders continued use of said lnUJsient, as well as monthly parldng. shall be contingent upon TOIISllt and Tenant's agents, clients, COD1raclolli, dirocfo111, employees, invirees, licensees, officers, pormers or sbaroholders COJ1tinued eomplianoe with tho reasonable and non-diBcriminato,y rules snd iogulations adopted by Landlord, which IU!es snd teipwmons may change at 1111)1 time or fiom time to time during the Tam hotcof in Landlord's sole disomion.

ARTICLE22 CONCIERGE SERVICES

Seetion 22.1. Provision of Servie,s. Landlord and Tenant acknowledge and understand that Landlord ID!')', from time to time. make it l"'ssiblc for Touant to use or purchase a variety of personal services which may include, but not be limi1"<I to, personal shopping, assistance with choosing or obtaining uavel reservations, aocommodalions and/or tiokots; tiekets to pcmmnances, t«Ommeodations to eating establishments; and the like (colleclivoly "Concierge Services").

Tenant acknowledges that said Concierge Services ate provided by. Landlonl solely as an accommodation to and fur the convenience of Tenant and Tenant's agents~ contractors, directors, employees. licensees, officers, partners or sbaroholders, and Landlord does not malre any teprosentalion, warranty or gusrantoe, exp,esa or implied, sa to the quality, value, accuracy, or oompletenoss of said Concierge Services, or wbe1hor or not TCDDDt shall be oa!imed with the ·services and/or goods so provided and/or t«Ommended. Landlord botcby disolalms any comrol over the variety or sufficiency of such servicea to be provided.

Tonaot acknowledges that Teoant ia not requited to use such Coneicrge Services as a condition precedont to oompliancc with the Lease; that Tenant's use of such Concierge Services is strictly volunta,y, and at the sole discretion snd control of Tenant. Tcoant shall independentiy make such financial ammgcments for payment of the services provided as Tenant deems tesa0nable snd of value. Scdlon 22.2. Indemnlfleallon and Release by Tenant. Notwithstanding anything to the contrary . contained in the Lease, any city, COUllly, stale or federel ordinance, statute, regulation or law, Tenant's signatUre heteon indicates Tenant's agreement that solely as it ,elates to the purchase or use of Concierge Services by Tenant or the agents, contractors, employees, officcts, pormers, and/or shareholders of Tenant, Tenan~ on behalf of itself and its agents, con1ractors, directors, employees, licensees, officers, partnem or sbaroholders, does snd shall hcroby foteVcr hold Landlord and Landlord's affiliates. •cuts. assigns. contractors, directors, employees, officers. parent organizatio~ partners, ,cprosonta1ivea, sbaroholdolll, snd 81lbsidlaries (collectively the "lndemnilees") barml... fiom and forever release, temiso, discharge, acquit and relieve the lndemnitees fiom and against any and all claims, demands, eauaos of action, obliQlllions, liabilities. agreemeots, demagos, cost (mcluding, without lbajtatiOJl, reasonable attorneys' fees), loss, or liability of any kind or nature, whether asserted, known or unknown, suspected or unsuspected, in any way oonnected with, which any one or more of the Indemnitees may sustain or incur by teas0n ·of. related to, essociated with, or ariSUlg out of the provision, use or the rendering of any such Concierge Services or the delivery of such Concierge Services to Tenant or Tenant's agents. clients, contractors. directors, employees, invitees, licensees, officecs, partners or shateholders.

Solely as it relates to the purchase or use of Concierge Services by Tenant or the agents, contractors, employees, offiCO!ll, partners, and/or shateholders of Tcoan~ TCDDDt ben:by expressly waives all rights and benefits conf..-..d by the provisions of Section 1542 of the Civil Code of the State of Califomia, which reads as follows:

~A acmeral release doea not extend to dahu which the creditor does not know or auspet.t to ..i..t In his favor at tile lime of ue<Uling tile release and which, If known by him, must have materially aJrected his aelllement with the clelltAJr.•

In so doing, TOIISllt acknowledges that it will be unable to mske eny claim ~ Landlord or any other lndenmitees for ~es that may exist as of the date or after the date of this release, but which Tenant docs not know to cXist, and which, if known, would materially have affected Tenant's decision to execute this document, regardless of whether Tenant's laclc of knowledge, if eny, is the result of ignorance, ovorsi~ cnor, ncgllgcnoc or o1hct cause.

ARTICLE23 RIGHT OF FIRST OFFER FOR EXPANSION SPACE

Scdloo 23.1. Right of Flnf Offer For Expamion. Subject to the condition., precedent: (a) that Landlord completes Landlord's Lobb/' Worlc and(!>) that Landlonl determines in Landlonl's sole and ahsoluto discretion that the Expansion S~ will become demised office space, end such other conditions set furth in clauses (i) through (tv), inclusive, below, Landlord grants Tenant a right of first oll'er to lease tho Expansion Space during the Ulitial Tam of this Lease.

lfthc Expansion Space beoomes available for lesae at ODf timo during the initial Term of this Lease, Landlonl shall give written notice then,of (the "Offer Notice") to .Teoan~ specjjying the terms and conditions upon which Landlord is willing to lease the Expansion Space then available. -

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i) The right of first offer is subject to any pie--existing rights of first offer and/or refusal which Landlord or Landlord's p,odecessors may have gmnled other lonants in the Building at the time this Lease is executed; and ii) The right of first offer may he exen:ised only if Tenant timely delivers to Landlord Tenant's Aeceptance (as boleinafter defined); and ili) The right of first offer may not he exercised by Tenant at any time that Tenant is in material default under the Lease after the giving of notice, if required, and the expiration of any applicable time periods, if any, in which Tenant is entiUed to cnre such material default as of the date Tenant tenders to Landlord Tenant's Acceptance or at any time thereafter, and iv) At lesat eighteen (18) monlhs must remain before expiration of the Term of this Lease. Section 23.2. Tenant'• Acceptance. Tenant sball have five (S) business days after receipt of the Offer Notice fiom Landlord to advise Landlord of Tenant's election to Iesse the Bxpansjon Space on the same tenns and conditions as Landlord has specified in its Offer Notice (the "Acceptance"). If the Acceptance is so given, then within ten (10) clays thereafter, Landlord and Tenant shall sign an amendment 10 this Lease on Landlord's standard form, adding the Bxponsion Space 10 the Premises and in<otporating all of the tenns and oonditions originally contained in Landlord's Offer Notice. Section 23.3, Failure to Accept Exllugutsbeo Rigbts. If Tenant does not tender the Acceptance of Landlord's Offe, Notice, or if Tenant conditions such Acceptance, or if Landlotd and Tenant fail to execute the amendment to Lesso <8lkd for above within 1he time period ~ified, then Landlord may lease such portion of the Ilxpapsion Space as is then available to any third party it chooses without liability to Tenant on any tenns and conditions in Landlord's sole and absolute disctetion. Seetion 23.4_ Reinstatement of ~tof Flnt Offer, If Landlord then enters into a lease for the all or a portion of tha Expansion Space with a third party tenant, wbkh lease terminates during the Term or Extended Tenn, if aoy, of this Lease, after expiration or earlier tmnination of said third party lease, this right of first offer, as set forth heroin, sball re-apply. Section 23.5, No Aulpment of RiRht. This right is pe,sonal to the original Tenant signing the Lease, and shall he null, void and of no furt1ier force or elfect as of the date that Tenant assigns the Lease to an . unaffiliated entity and/or subleases more than forty-nine percent (49%) of the total Rentable Area of the Promises.

AlITJCLE24 OPTION TO TERMINATE LEASE EARLY

Section 24,1. Option to Terminate Lease Earl;y, Tenant may elect to terminate the Lease as of the end of the thirty-sixth (36"') month of the Tenn (the "Eady Tennlnati'!I' Date'') by giving Landlord written notice (the 'Termination Notice") durinJ, the twenty-lWVenth n:r, month of the Tenn (the "Notice Period''), with said notice being sent Certilied Mail, htum Receipt Requested. Section 24.l, Contingenclel to Early Termlnatioa. Provided that: a) the Termination Notice is duly received by Landlord; b) no action has been commenced 88'JlllSI Tenant to enforce any of the provisions of the Lease as of the

date the Termination Notice is received by Landlord, and none is commenced thereafter, and c) Tenant complies with all tha requirements contained in Section 24.3,

then, as of the Eady Termination Date, Tenant is released from liability for any of its obligations hereunde,, except for such obligations as specilieally hmin continue after the expiration or earlier termination of this Lease. Seetion 24.3. Tenant•, Compensation to Landlord for Early Termination. Tenant shall pay Laodlord concwrent with its delive,y of the Termination Notice the amount of $85,950.71 which is the sum of(a) lease commissions, rent abatement, and tenant improvement roimburscment(s) unamortized as of the Berly Termination Date, plus (b) an amount eqnsl to three (3) months Rent at the - being paid at on the Eady Termination Date. · lf Tenant mils to comply with the requirements of this Section 24.3 or fails to pay the

Tennination Fee at the spctj.ficd tim.~ which failure shall include but not be limited to Tenant's check being returned by the bm>k. for any reason whatsoever, such failure shall constitute a material defiwlt of this provision and shall se,ve to nullify tha tenns and conditions of this provision, in whi!'h case this Lease shallcontinne in full torce and elrect for the remainder of the initial Te,m. Sec1lon 24,4, Eq>iration or Option to Tenmnate Euv, Provided that Tenant has not already delive<ed the Tpm,inatlon notice spocified boreinabove, then, cffecti.ve the first calendar day after the thirty-sixth (36"') month of the Term, the provisions of this Article 24 shall be deemed null, void and of no further force or effect

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK(

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IN WITNESS WHEREOF, Landlonl and Tenant have duly executed this Lease, effective the day and year first above written.

LANDLORD: TENANT: DOUOLASEMMETTREALTYFUND2000, THEA TEAM REAL ESTATE, INC., a Clllifomia lbnited partnership a Califumia COJpOration By: DOUGLAS, EMMETT AND COMPANY,

a California COlpOration, its agent

33

s

By executing below, Ouatantor acknowledges ...eipt of the foregoing Lease, including Exhibits A tbroughE. SPERRY VANNESS LOS ANGELES, INC., a Dela~ corporation

~~1i~~ Dated: Iµ,. •;, 01 ZoOY

(J

EXHIBIT"A

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EXHIBIT A-1-PREMISES PLAN

A portion of Suite 220 at 21800 Ouard Stree~ Woodland Hills, Cslifornia 91367 Renlllble Area: approlimately 4,334 square feet Uaoble Area: appro:dmately 3,723 square feet

(M-ured panuant to die provlsiom of Section 1.4 of lhe lase)

Al-I

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EXHIBIT"t

i,

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EXHIBJT A-2-EXPANSION SPACE

. Upper Level Lobby at 21800 0.....-d Stmt, Woodland Hilla, California 91367 (Usable Area to be meuund In accordance with Seelion 1.1.1 of the Lease and lbntable Area to

be ealealated punWUlt to Seciloa 1.1.1 oftbe Lease)

A2•1

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EXHIBIT

' EXHIBIT A-3- PROJECT SITE PLAN

Al-I

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EXHIBITB IMPROVEMENT CONSTRUCTION AGREEMENT

c;:oNSTRUCT!ONTO BB PERFORMED BY LANDLORD wrra AN ALLOWANCE Section 1, Completion of Improvemenls. Landlord, through ita geocraJ conwotor ("Contraotor"), shall complete the improvements shown oo the final space plan approved by Landlord and Tenant pu,want to the Schedule of Approwls below, in compliance wilb all ape)icablo codes and regulations, and oom~lete any OODBlnlclioo iaiuirod in the oommoo meas of the Bllllding wbm such construction is required by or arises out of oomplotion of the improvements. "lmptovomoots" shall moan and include the Landlord's WOlk and the AllOWIUICO Wodc, all of which shall boporfotmod by Landlord's contractor. Landlord's Wodc, which shall bo completed at Landlord's solo cost and not ((educfed from Ibo Allowanoe (as boreinsllcr defined), shall moan, collectively, the following items in clauses (a) through (d): (a) Shampoo 1he carpeting throughout lbe ~~.\l'2..i;l"Cjlllir or replscc ~ or missing ceiling tiles as noccssary as reasonsbly cldmmined '1y • (c) patch any holes m walls in the Premisos; and (d) ~ touch-up paint work in tho .PiemJsos as necessa,y as reasonably determined by Landlord. In addition, Landlord shall contribute a maximum sum of $6.00 per square foot of Usable Area contained in tbc Pt.mises (tbc • Allowanco= which may solely bo applied towards (e) installation of additional building standmd lights; (I) "cation or l"Cjlllir of existinB wallcovcring (g) and/or pu,chase of system furniture workstations, or (h) installation of drywall low-walls in the bullpen area of the Pt.mises (collectively, tho items described in Ibo flnqoing clauaoa (e) through (h) shall be defined the "Allowanco Work").

Tho delinitioc of the Allowance Work shall include all costs associated with completing the Allowance Work including but not limited to, ~ planning, design, m:bitectural, acd engineering fees, contracting, labor and material co~ munictpal fees and permit costs, and document development and/or ,cproduction. Tonact acknowledges and agrees that any change in the scope of work or details of construction after Tenant's sign off of the finalii.ed space plan shall constitute a "Tenant Change,• the cost, of which Tonact shall pay pumuant to Ibo provisioDS of Subsection 2 (d) bemiDbelow. Seed.on 2. Ludlord.'a Allowance. a) Except for Landlo,d's Wade, Tooact sball bear all costs of construction of tho Improvements in

excess of tho Allowance, and shall dO!'OSit such excess costs with Landlord pwsuant to the provisioDS of Subsoction 2 (d) beminbelow. Landlord shall have no obligation whatsoever to commence conslnwlion of the Jmprovemoot, until such time as Tooact bas deposited tho excess costs of construction, and Tonact's fiiilmo to make such deposit timely, as n,quired, sball be assessed against Tonact as a Tonact delay, pursuant to 1ho provimODS contained in Subsection 2 (e) below.

b) Landlord shall psy the AlloW8DDO directly to tho Conmictor (or, if IIJ>~licahle, Teoant's voodors) for Tenacfs account within thirty (30) dsys after receipt of invoices (and, if applicable, any lien releases) and other documentation misonably n,quostod by Landlord wilb ?<spect to the Allowacce Work. le .the event Tenant has alrosdy psid Co-or an applicable vendor for items that 111e permitted to be reimbursed for any Allowance Work as provided in this Exhibit B, then Landloid sball pay Tenact an amounl up to 1ho IDIIXimum amount (whees wilb any other disbursements of portions of the Allowance) of !be Allowanoo within thirty (30 dsys after IOCOipt of invoices (awl, if applicsble, acy lien rel08S08) and other documentation DSOly requested by Landlord with respect to the Allowanco Work. Tonact acknowledges Lsndlo,d sball have oo obligation to disburse the Allowsnce after the expiration of six (6) months following-tho tbll execution of this Lease.

e) Prior to commencing conatruction of the Improvements, Landlord shall submit to Tenant a written statcmont showing ibo total anticipated cost of Ibo Improvements, which statement sball include Cocltactot's oveshead and profil, and an ostimak, of all !lies.

TODSDt's fiiilure to give writton approval of such sWerneol within five (S) working dsys after submission thereof shall be ooaclusivcily deemed a disapproval of soch statemeot, and Contractor shall not eomrneoce tho lmprovomonts. Any delay of Tenact, after the expiration of ten (I 0) days from receipt of Landlord'• statement, to provide Landlo,d with a revised scops of work acd written approval of a revised cost stB!ernent therefor shall be considered a Tonact delay, _.sable against Tommt pUIBUallt to Ibo provisiocs of Subsection 2 (e) horoinbolow.

d) =r to pay Landlo,d wilbin five (5) working days after receipt of Landlord's billing for the · cost of all the Improvements in excess of the Allowanco V/ork and Landlord's Work and

for the actual costs of any Tenant Chango. Tenant's lloilule to make soch pa_ymon! timely, as specified hmoin, shall roloase Landlord from any obligslioo to commence or cocunuc construction of tlio Improvements, and each of Tonact's continued fililure to make payment shall be treated as a Tenact delay, assessable against Tonact pursuant to the provisiocs of Subsection 2 (e) bereinbelow.

Tenact hereby authori= Landlord to pay Con- interim payments from tho funds so deposited towards ooinplotion of the Improvements, oxcopt that Landlord sball retain the sum of ten percent (10%) of the total cost of 1mpro-, as rovisod by Tenant Changes, if any, until such time as: (i) Tonact has advised Landlord of its approval of completion of the Improvements, which approval

shall not be unreasonably withheld, condltioood or dolayod; or (II) Contractor has provided misonable documentation that the Improvements, pursuaot to the

original scope of work, have been roasonsbly completed.

B-1

EXHIBIT

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EXHIBITB IMPROVEMENT CONSTRUCTION AGREEMENT (continued)

Within thirty (30) busin= days after CODtractor bas reasonably completed the Improvements, Land!Old shall provide Tenant with a final statemen~ indicating any difference between the catimated cost of the Improvements, the final cost of the Improvements; any initial or interim P8)'ments made by Teoant towarda complctiDlt thereof; tho amount of Allowance conlnouted and the balanec owing from or to Temmt. Any balanco owed to Tenant shall be returned with Sllcl> stefornent, -'Ill I!'\\'. shortfall due Landlo.rd shall be paid within five (5) days after Teoant'• loctjpt ofLandlOld's billiDg.

e) Any delay caused by Teoant shall be a llllllerial breach of this Lease, and in l!ddition to any other ICIDedies available to LendlOld bmeundor, tho Commeoccmeot Date set forth in Section 2.1 shall be accelerated on a day-for-day basis for each day ofTonant delay. As used in this Exhibit B, Tenant delay sball abo include any delay in the IIUbstantial completion of the Premises os a result of Tommi's failure to timely l\unillh or ,q,provo any item requi,ed to be fun>ished or approved by Tenant; a default by Tommi of Iha tomlll of 1hls Exhibit B nr ihe Lease; Tenant's request for changes in the final Plans and Specifioations after Tenant'• ai>l)roV1I! tl!mcoi; Tenant's xcquimnent for materials, ~ tinishes or improvements whlch BM not available in a commercially i:eaaonable time; or any other acts or omissious ofTCDllEltt or ita agents or employees.

f) Landlord and Tenant agree that if Iha Allowance Work is actually constructed by Conltaetor at a cost· which is less than the Allowanoe, thme sball be no moncta,y adjus1mcnt lletween Landlotd and Tommi and the cost savings sball llCClUO to Iha beoefit of Landlord. ·

Secllon 3. Spa .. Plan, Tenant shall, tbroush Landlord's architect or space planner, provide such information and directions os are nec:essaiy to complete Iha architectural and engineering plans and specificatiDltS, nr a space plan, es applicable, ·as required for the construction or the Improvements. 'l'omml shall provide ill8tructions to Landlord's architect or spooe planner so ss to meet th• Schedule of Approval> set forth in Paragraph S below. N~ Tommi's obligation to provide ins1ructions to Landlord's atthitect OI space planner, all plans and speeificatiDltB and space plans referred to herein are subjoet to Landlord's approval, which sball not be llllffilSOllllbly withheld, conditioned or delayed. Section 4. Co:iJ::•n of Work Not lncladed os Improvement& Any work not shown in the final space plan inel · but not limited to, telephone service, furnishings, installation of Tenant's trade fixtures or cabinetir (collcc1ively "Tcnaot Wolk"), shall be seps,ately contracted and paid for by Tenant. TCDllllt shall obtain Landlord's wriUen approval of Tonant's wpplien and contractors prior to =cement of any Tcnaot Work.

Landlord shall give reasonable access to Tenant's suppliers and contractors so as to achieve timely completion of any Tenant Work. Notwitbslanding LandlOld's obligation to provide such aecess, coml>letion of all Tommi Work shall be subject to Landlotd's supervision, policies and procedures, and shall be scheduled with c-or and completed in such as manner as to not umusonably hindeI or delay oompletion of the Improvements. Section 5, Schedule of Approvals. Sul!jeet to For<e Majeure, Tenant shall comply with the following Schedulo of Approvals:

Event J:!m! Deadline by which Tenant shall have met with Completed

Landlord's space planner. o.adlino for space plan approval. Completed Deadline for notifying · Landlord of Tcnaot's Completed

selection of finisbea and mat,,riab.

Deadline for Tenant's approval of final Space Plan Space Plan.

On or before two (2) business days after Landlord and Tenant execute the Lease

Deadline for Tenant"s approval of LandJOld's COst esthnatc of Improvements.

On or befu"' two (2) business days after Landlord and Tenant execuu, the Lease

Secllon 6, Coutrnetion lllsunmce Requirements. Controctor, at the its sole expense, shall obtain and nwntain public liability and workmen's compenaation insurance adequate to protect Tenant and Landlord from and against any and all liability for death or U\iury to pmons or damage to property oaused in or about Iha Ptomises by roason of complotlon of the Improvements.

Tenant shall, at Tenants sole expense, either obtain and maintain public liability an~ workmw's eom~on insurcnce adequate to fully protect Landlord as well as Tenant ftom and against any and all liability for death OI injury to persons or damage to pro~ caused in or about the Premises _by reason completion of any Tenant Work, OI shall cause Teoant • contraotors or suhcootraotors to provide such i11suraceo. Seetion 7, Completion of Punch Lia\. Prior to Tenant's toking OC<upancy of the l'Nmises, a represcntative of each of Landlord and Tenant shall condU<lt • joint inspodlon of the Promises ~r the = of developing a ''p\!nth list" of Improvement items, if aay, that requuo repair or eo~on by

rd. Provided that said items were included within the original plans, Landlord shall di!1gendy proceed to com,ct those items within thltty (30) days of roceipt of Tenact's list. Tenant's failure or tOfusal to psrticipatc in such inspection ln a timely manner (provided Tenant bas roce.ived reasonable

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EXBIBITB IMPROVEMENT CONSTRUCllON AGREEMENT (continued)

notice of the readiness of the Piomi.,ea fur such inspeotion), shall <:<>nstituw Tenant's waive,; ofits rigllts pursuant to this Section 7. · Section 8. Comtruotlon Warnntles. Landlord agiocs that, subject to Tenant's J)elformancc botounder, Landlord shall complete the Improvements, and shall corn:ct any construclion defects about which Tenant notifies Landlord in writing within one (I) year following the Commencement Date. Tcnsnt's right to repair of sny defect shall be extended fur such longer period as may be covered by wammtics provided by Con11actor or suhconlraclor(s).

LANDLORD: TENANT: DOUGLAS BMMB'ITREALTY FUND 2000, TIIE A TEAM REAL ESTATE, INC., a Calitbmia limited partnership a California c:oq,orotion By: DOUGLAS, BMME1T AND COMPANY,

a California coq,orotiou, its agent

By: By: Name: ,. T'llle:

Dated: __ __.-+''-"-!-"------

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EXBIBITB-1 CONSTRUCl'ION BY TENANT DURING TERM

1. If Tenant wiohes to make a Tenant Change, as specified in Section 12.12 of tho Lease, such Tooant Cbange shall bo comploted pursuant to the provisioDS of Section 12.12 of the Leaso and this Exhibit B-1. Tenant shall boor all cosb of said Teoant CbsDge, which shall be paid di1'ectly to Teruurt's general c:omract<)r ("Contractor"). 2. Conttactor shall complete conatruotion to die &.mises pUllluant to the final Plans and Specificstions approved in writing by Landlord and Tenant ~'!:.J.eaan! ~e"), in compliance widi all applicable coiles and regulations. Tenant's selections of • and malorials shall be indicated on the PlaDS and $pccifications, and shall bo equal to or better than the minimum "'1ilding standards and spcc,ifications. All work not shown on the 1mal Plans and $pccifications, but which is to be iucluded m the Tenant Chango, including but not limited to, telephone service installation, fumishings or cabinetry, shall be ins!alled pum,antto Landlord', _lo __ _

3. Prior to oommmicing any work: a) Tenants proposed C:0-.,, and die Co-r's proposed subcontractors and suppliers shall be

approved in writing !'l' Landlord, which approval shall not be umeasonably withhold, conditioned or delayed. As a condition of ouch ~val, so long as the same are reasonably cost competitive, d1on Conti1otor shall use Londlord'a Healing, Venting, and Air-<onditioning. plumbing, and electrical subcontractors fur such work.

b) During completion of any Tensnt Change, neither Tenant or Contractor shall permit any sub­contractors, wolianen, laborers, mat.rial or equipmont to come into or upon thc Building if the use thereof; in Landlord's reasonable judgmeo~ would violate Laodlord's Bg1<>01Dent with any union providing wor1c, labor or services in or about the Building.

<) Conttactor shall submit to Landlord and Tenant a written bid fur completion of the Tenant Change. Said bid shall include ConlnM:tot's overhead, profi~ and fees, and, if the proposed Terumt Change is for oosmetic work in excess of $5,000 in aggregate value per occurrenco or for structural work of any kind. Contractor shall:

pre-pay to Landlord's managing >1gent $250.00 as partial payment of aaid managing sgent's constrnction administration fee, as speeilied hon:inbelow, and

II ~mpletion of said Tenant Change, pay an administradon fee for supervision of said Tenant equal to fifty dollan, ($50,00)_ per hour, to a maximum of seven and one-half pereent

(7.S ) of the total cost of the Tenant Change, to defray said sgcnt's costs for supervision of the construction;

4. Tenant or Contractor shall submit all Plans and Sl""'ilieslions to Landlord, and no worlc on the Premises ahall be c-.nmrnenCNi before Tenant bas teee1.ved Landlord's final written approval thereof, which shall not be umoasonably witbbeld, delayed or conditioned; S. ·Contractor shall complete all architectuml and planning i:eview end obtain all permits, including signsge, requuecl by the City, stale or county in which the Piemoo ue looatod; and 6. CoPttactor shall submit to Landloxd verification of public liability and worker's compensation insurance adequato to fully protoct Landlord and Teaant from and against any and all liability for death or iajury lo persons or damage to ~ csused in or about or by reason of tbe construction of any work do~ by Conttactor or Contractor s subcontractors or suppliers. 7. Unleas otherwise waived in writing by Landlord, which waiver shall be in Landlord's sole discretion, Contractor shall provide payment and performance bonds in an amount equal to 100% of the estimated amount ofTenant Chango, as specified to Landlord pursuant to Pmgraph 2 (b), 8. Contractor and Contraceor's subcontractors and suppliers shall be subject to Landlord's reasonable administrative control and supervision. Laodlord shall provide Contnlctor and Contractor's subconti1otora and suppliers with IOUOuable accesa to tho Piomises. 9. During construction of tho Teoant CbsDge, Contractor shall adhere to the procedures contained bereinbelow~ which represent Landlord's minimum requirements for completion of the Tenant Change. 10. Upon completion of the Tenant CbsDgo, Tenant shall provide Landlord with such evidence as Landloxd rnsy ieasonably request tbet the Contractor bas been paid in full, and Contractor shall provide Landlord with lien meases aa requesled by Landlord, confumation that no liens have been filed against the Promises or the Building. If any liana ariao against the Premises or tho Building as a result of the Tenant Chauao, Teaant shall immediately, at Tenant'• sole expense, remove such liens end provide Landlord evidonce that the title to the Building and Premises have been cleared of such liens, . 11. Whether or not Tenant or Contractor timely complete the Tenant Change, unleas the Lease is otherwise 1mninllled pursuant to the provisions contained therein, Teaant aclcnowledaes and agrees that Teaant's obligations under the Lease to pay Fixed Monthly Rent and/or Additional :Rent shall continue unabated. '

CONSTRUCrION POLICY The following policies outlined are the construction procedures for the Building. As a material

consldffllion to Landloxd fur granting Landlord's ~Ion to Teaant to complete the construction contemplated horoonder, Tenant agrees to bo bound by and follow the provisioDS contained hereinbclow:

Wcrr« CWor V\Tbo A TCIIIII ROIi i3atllo. lnc.US\11111111)' 27, 200f

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EXHIBITB-1 CONSTRUCflONBY TENANT DURING TERM

(continued)

I, Admbuslradon a) Contructots to notify the management office for the Building prior to starting any work. All jobs

must be scheduled by the geoeral contractor or sub-conf111c1Dr when no general contractor is being used. .

b) The general conaactor is to provide the Building Mansger with a copy of the projected work schedule for the suite, prior to the start of construction.

c) Contractor will make sun, that at least one set of drawing., will have the Building Mansger's initials approving tho plans and a copy ddivered to the Building otlioo.

d) As-built construction, includi"i mocbanical .,._wings and air ba!aw>ing ,:oports will be submitted at the end of oocb project.

e) The HV AC CODfl1lclDr is to provide the following ilemS to tho Building Manager upon being awarded the coDlract from the geoeral contractor: I) A plan sho~ the new ducting layout, all aupp!y and return air grille locations and all

thermostat locanons. The plen abeot should alao include the location of any fire dampers. il) An Air Balance Report reflecting tho supply air capacity throughout the suite, which is to be

given to the Chief Building Engineer at the finish of the 11V AC ins1allation. f) All paint bids should reflect a one-time touol>-up paint on all suites. This is to be completed

approximately five (S) daya a1ler move-in date. . Ill The genm.l co-must provide for the removol of all 1rBsh and debris arising during the ooutse

of construction. At no time ..., the building'a 1rBsh compaototS and/or dumpsters to be used. by the general conaactor's clean-up cmVB for the disposol of any trash or debris occumulated during construction. The Building Offioe wumes no lOSJlOnsibillty for bins. Contractor is to monitor and IOSOlve any problems with bin usage wi1hout invofving tho Building Office. Bins arc to be emptied on a regular basis and never allow.a to ovedlow. Trash is to be placed in the bin.

h) Conaactom will include in their proposals all costs to include: parking, elevator service, additional security (d' requiml), lOS!oIBtion of carpets, etc. Parking will bo validated only if contractor is woddng directly for the Building Office.

I) Any problems with oonstruction per the plan, will be brought to the attention of and documented to the Building Manager. Any changes that need additional work not described in the bid will be approved in writing by the Building Manager. All contractom doing WOik on this project should first verify the scope of work {as stated on the plans) befure submitting bids; not after the job has started.

2. Bulldln& l'adlidet Coonllnadnn a) ·All deliveries of material will be made 1hroujh the parking Jot entrance. b) Construction JDRferials and equipment will not be stored in any 8108 without prior approval of the

Building Manager. c) Only the freight elevator is to be used by construction personnel and equipment. Under no

circumstances are construotion personnel with materials and/or tools to use the '1passenger'' e!evatotS.

3. Housekeeping a) Suite entrance doors are to remain closed at all times, except when hauling or delivering construction

materials. b) All construction done on the propert)'. that requires the use of lobbies or common 8108 corridors will

have ca,pet or other floor protection. The following are the on}y p,eacribed methoda allowed: I) Mylar: Extra heavy-<luty to be taped from the freight elevator to the suite UDder construction. ll) Masonite: 1/4 inch Panel, Taped to Boor and adjoining aress. All corners, edges and joints to

have ~uate ancholllli I!) provide safe and "trip-Jioc" transitions. Materials to be extra heavy• duty and installed from ttoignt elevator to the suite under oonstruction.

c) Restroom wash basins will not be used to fill buc.kets, make pastes, wash brushes, etc. If facilities arc required, ammgements for utility closets will be made with tbe Building Office.

d) Food and related lunch debris arc not to be left in the suite under construction. e) All areas tho general contractor or their sub-contractors work in 01ust be kept clean. AU suites the

general con- works in will have construction debris removed prior to oompletion inspection. This includes dusting of all window sills, light dilfusers, clesning of cabinets and sinks. All oommon ""'°' arc to be kept clesn of building materials at all times so as to allow tenanlll access to their suites or the building.

4. Con1truetloa lloqulremenll a) All Life and Safety and applicable Building Codes win be stricily enforc_ed {i.e. ~p_cred glass, Ii(•

dsm~, exit signs, smoke <I-.., alaims, etc.). Prior ooordlnllllon wi!h the BU1lding Manager " required.

b) Electric panel schedules must be brought up to date identifying all new circuits edded.

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EXIIIBITB-1 CONSTRUCTION BY TENANT DURING TERM

(eoatlaued)

e) All electrical outlets and lit!lwng cin:uits mo to be properly identified. OUtlets will be labeled on baok sfdc of each cover plato.

d) All electrical and phone closets being used must have panels replaced and doors shut at the cod of each day's work. ADY electrical closet that is opeoed with the panel exposed must have a work person preseat.

e) All electricians, telephone l"""!noel, etc. will, upon completioo of their respective projects, piclc up and discaro their 1mb I~ the tcl<J?!i!!nc and electrical rooms clean. If this is not complied with, a clean-up will be conducted by the buildiJJsjanitors and the general contractor will be back.cJ>arged forthissor,icc.

I) Welding or bun,ing with an open f111111e will not be done without prior approval of the Building Manager. Fire extinguiahcrs must be on hand at all times. · ·

c) All "anchoring" of walls or supports ro the conaetc are not ro be done during normal working hours (7:30 AM • 6:00 PM, MOllday through Friday). This w01k must be schednled before or after these hoUIS during the week or on the weebnd.

b) All core drilling is not to be done during nonnal working hours (7:30 AM - 6:00 PM, Monday through Friday). Thia wod: must be Soboduled before or a!ter these hoUIS during the week or on the weekend.

i) All HV AC work must be inspected by the Buikling ~- Tiu, following procedures will be followed by thc gcnoraJ contractor: . I) A preliminary inspection of the HV AC work in pro- will be scheduled through the Building

Office prior to thc mnstsJJation of the ceiling grid. ll) A second inspection of tho HVAC operation will also be scheduled through the Building Office

and will take place with the attendaece of the HV AC contlaetnr's Air Blilance Engineer. This inspection will 1ake place when the suite in q_uestion is toady to be air-balanced.

Iii) Tiu, Building Engineer will inspect the construction on a periodic basis as well. I) All existing thermostats, ceiling tiles, lighting fixtures and air conditiolling grilles shall be saved and

turned over ro tho Building Engineer. . Good hoosekeeplag rules and regulatfoaa will be strictly enforced. The buildlag ofliee and

englaeering department will do ev0l'.Ylhlu2 pouible to make yonr Job easier. However, eontracton who do not observe the comtracifoa policy will not be allowed to perform within Ibis bulldlug. The ... 1 of repairln& any damaga that are eansed by Tenant or Tenant's eontractor during the i:oune of i:outru<tlon 111all be deduct.d from Teunt'• Allowan<e or Tenant's Security Deposit, as appropriate.

LANDLORD: DOUOLAS!!MMETI'REALTYFUND2000, a Califomia limit«! partnership By:. DOUGLAS, BMMl!Tf AND COMPANY,

a Califomia co,po,ation, its agent

By:.~~b....,_,IULt=· ·~v,,.,,,,/­Miohaol11!1:, Vi~

Dated: --~-__ _:p......µ..,o,.,_/"'oJ"--_.

TENANT: TilE A TEAM REAL ESTATE, INC., a California cotporalion

~-~~ Name: , . A.u-eJ s-

TiUe: ~-~~ Dated: \ ..,. • \

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EXHIBITC RULES AND REGlJLATIONS

BUILDING RULES AND REGULATIONS

... :-.,_, __

1. -A«w, Tenant and/or Tenant's agents, clients, contractors. directors, employees. invitees, licensees, officen,, partners or shareholdm sbalf only use the sidewalks, entnmces, lobby(ies), garage(s), elevators, stairways, aod public conidors as a means of ingress and egress, aod shall take such actions as may reasonably be nocessa,y to ensun, that the aame remain unobstructed at all times,

Tho entrance aod exit door.I to the Promises are to be kept closed at all times except as required for ordorly passage to and from the Promises. Except on bakonios aveilablo for the joint or exclusive use of Tooant ea othcrwiso specified hemnahovo, Tonant shall not permit its ageots, clients, contractors, directors, ompl- invi-, U-, officen,, partners or shareholders to loiter in any part of the Building or obstruct any moans of ingress or ogioss. Tonant shall not cover any doors, aod shall net cover any window, other than wilh vertical or mini-blinds pre-approved in writing by Landlord. Landlotd ._;Jically disapproves the Installation of any film or full covering whatsoever on the windows of the-· .

Neither Tenant, nor its agents, clients, contractors, diiectors, emploreos. invi-, licensees, officers, partners or shareholdm shall go up on tho roof or onto any.balcony serving the Buildiog, except upon such roof, portion thereof, or halcoi,y as may ho contiguous to the Premises and is designated in writing by Landlozil as a roof-dook, roof-garden area. or exclusive use balcony area. 2. Reatroom Facllitloo. The toilet rooms, toilets, urinals, wash bowls ·aod other apparatus (the "Restroom Faoilitieaj, whether contained in tho common areaa of the Building and/or the mterior of the Premises, shall not ho used for any pwposc other than that for which they wen, designed. Teoant shall not permit its agents, clients, contmctors, directors, employees, invitees, licensees, officers, partners or sbllreholders to throw foreiP. substancea of any kind wbatsoover or papers not specifically designated for use in the Restroom !ilcilities down any toilet, or to dispose of the same in "'!l' wsy not in keeping with the instructions provided to Tonant by tho management of the Building regarding same, and Tonant hereby specifically agrees to mmburse Landlotd directly for tho expense of any breakage, stoppage or damage reaulting from Tonant's violation of this rule. 3. Heavy Ec,uipmeat. Land1otd reserves the rigbt. in Landlord's aolc discretion, to decline, limit or designate the location fur inslallation of any safes, other unusually heavy, or unusually large objects to be used or brought into tho Promises or tho Building. In eech case where Tanant requests installation of one or more such unusually heavy item(s), which "")uesl shall be conclusively evidenced by Tenant's olfort to bring such item(s) into the Building or Pmnises, Tonant shall mmburse Landlord for the costs of any engineering or s1ructural analysis ,oquued by Landlord in connection therewith. In all cases, each such heavy object shall be placed on a me1BI stand or metal plates or such other mounting detail of such sit,e as shall ho pm,cribod by Landlord.

· Tenant hereby iudernnities Landlord against "%!:~·8" or injUI)' done to pemons. places, things or the Building or its oomnwn areaa when such e or inju,y primarily arises out of Tenant's installation or use of one or man, unusually heavy objects. Tenant further agrees to reimburse Landlord fur the costs of repair of any damage done to the Building or property therein by pulling in, taking out, or maintaining such Safes or other unusually heavy objects. 4. Tnuuportadon of Fre.igbt. Except as otharwiso ~ to by Landlord in writing. Tenant or Tcrumt's agents. clients, contractors. directors. employees, invitees, licensees, officers, partners or shareholders shall only caay freight, tumiture or bulky materials in or out of tho Building before or after Nonna! Business Hows, (as that tmm is defined in Section 8.1 of the Lease). Tenant may only install and/or move such ·freight. fumitute or bulky ma:tcrial after p_i:evious written notice of its intention to complete such a move, given to tho Office of tu Building. The persons and/or company employed by Tenant for such WOik must be (llOfossional movers, reasonably acceptable to Landlord, and wd movers must provide Landlord with a certificate of insurance evidencing the existence of worker's compensation and all risk liability coverage: in a minimum em.aunt of $2,00~000.

Tenant may, subject to the provisions of th• immediately preceding paragraph, move freight, furniture, bulky matter and other material in or out of the Premises on Saturdays between the hours of 8:00 A.M. and 6:00 P .M., provided that Tonsnt pays in advance for Landlord's reasonsbly anticipated additional costs, if any, for elevator operators. security gnards and other expenaes arising by reason of such move by Tenant. S. Flammable.Materials. Except for such limited ~uantities of office materials and supplies as are customarily utilized in Tenant's normal business operations, Tenant shall not use or keep in the Premises or tho Building any kerosene, gasoline, !lammahlo or combusti'blo fluid or material, other than those limited quantities of normal business operating materials as may "'8SOnahlf be oecessary for the operation or msinb::nanec of office equipment. Nor shall Tenant keep or bring wto the Premises or the Building any other toxic or ha7Jlrdous material specifically disallowecf pwsuanl to Califotnia state law. 6. Coo~ / Odon / Nuuaaces. Tonant shall not permit its agents, clients, contractors,. directors, employees mvitees, licensees, officen,, partners or shareholders to engoge in tho preparalion and/or s«ving of foods unless the Premises includes a soll'-<ODtained kil<:hen area. Nor shall Tenant permit tho odo,. arising from such cooking, or any other improper noises, vi'bnltiona, or odors to he emanate from tho Premises. Tenant shall nol ob1ain for USO in tho Pmnises, lee, drinking water, food, bev~e, towel or other similar services except al such reasonable hours aod under such reasonable rogulaUona as may he specified by Landlord. WnerConkll'V\ThtA 1'Clun Real~ IOC.\JS\Jaaullyl7,2004

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EXBIBITC RULES AND REGULATIONS (continued)

Tenant hereby agrees to instrw:t all pmons entering the Premises to comply with the requirements of the BuildiDg. by advising all petsODB entering the Premises that smoking of any tobacco or other substance.is prohibi10d at all times, except in such common areas located outside the Building as may be desigusted by the Building management. .

Tenant shall not pcnnit Tenant's agents, c:lien:ts, contractors. directors, employees, invitees, lioenaees, officers, partners or sharoholdors to interi'ore iD any way with other teDants of the Building or with those having business with them.

Tenant shall not permit its agents,. clients,. contractots, duectors, employees, invitees, licensees, officers, partner> or sbareholdors to bring or keep withiD the Building any animal, bird or bicycle, except such seeuig-eye dog or other disability assistance type animal u may comply with the requirements of any handicapped Oil!inances havingjurbdictiOD th...ror,

Tenant shall stOie its trash and garbage wi1hin the Premises. No material shall be placed iD the trash boxes or recoptaclcs if such material is a hazardous waste or toxic substance or is of such a nature that its disposal iD Landlord's ordinary and custommy"""""" of removing and disposing of trash and garbage would be a violation of any law, ordiwmce or company IOgulation governing such disposal. All garbage and IO!i>se disposal shall be made only through em,y ways and elevators provided for such pU!Jloses and at such times as Landlord shall desis,,ate. As and when diroctod by Landlord aod/or if required by aoy governmental agm,cy having jurisdiction thorelbc, Tenant shall comply with all directives for =ycling and separation of trash.

Tenant shall not employ any pmon to do janitorial worl< in any part of the Premises without the prior written consent of Landlord, which cooaent may be withheld iD Landlord's sole discretion.

Landlord reserves the right to exclude or expel from the Building any pe,son who in Landlord's sole discretion is intoxicated or Ullder the influence of liquor or drugs or who, many""""""• engages in aoy act in violation of the Rules and Regulalioes of the Building.

Tenant shall not conduct any public or priVlllc auction, fire sale or other sole of Tenant's personal property, fumiture, lixturos or eqwpmenl or any other property located iD or upon the P=ises, without Landlord's prior written coment, which cooam,t shall be iD Landlord's sole discretion. 7. Stora;e. Tenant snay only store goods, wares, or mcrehandise on or iD the Premises in areas specifically designated by Landlord for such storage. 8, Dlreellvea to Mana,ement. Tenant's requirements, other than those Landlord specifically agrees to llOrfonn elsewhere in this Lease, shall only be attended to upon the Building management's ..ceipt of Tenant's written request therefor. Landlord's employees shall not perfomi anr work or do anythiDg outside of their regular duties unless Ullder speeial ins!ruction from the Building m~cment No seourity guard.janitor or engii=r or other employee of the Building management shall admit any person (fenant or otherwise) to the Premises without specific instructions from the Oflioe of the Buildiog and written authorization for such admittance from Tenant 9. Keys and Loekl, Landlord shall furnish Teaant with two keys to each door lock existing in the Premises. Tenant shall roirnburse Landlord a =oahl• charge for these and any additional keys. Tenant shall not be pennitt,ci to have keys made, nor shall Tmiant alter any lock or install a new or additional lock or bolts on any door of the Premises ;without Landlord•s.prior written consent. Tenant shall, in each case, lumish Landlord with a key fur any additional lock installed or chaogod by Tenant or Tenant's agm,t(s). Tenao~ upon the expiration or earlier tmminstion of this Lease, shall deliver to Landlord all keys in tho possession of Tenant or. Tenant's agents, clients, contractors, diIOctors, employees, iDvitees, liconsees, officers, partners or shanoholders for doors iD the Buildiog, whether or not fumished to Tenant by Landlord. If Tenant, or Tenant's agents, cli<nts, conttactors, ditectors, employees, iDvitees, licensees, officers, partners or shaIOholders, lose or misplace any key(sl to the BulldiDg. Landlord shall, in Landlord's solo discnotion, either replace said koy(s) or re-key such ocks as may be affected thereby, and Tenant sball Jebnbume Landlord for all such costs of such re-keying and/or IOpiaoement 10. Solicitation.. Tenant and/or its agents, clients, oonttacton, directors. employees, invitees. liceasees~ officmi, ~ers or sharuholden shall not permit any canvassing. ped4Jing. soliciting Md/or distribution ofhaodbills or any other written motcrla1s to occur in the Premises and/or the Bulldiog, nor shall Tmiaot or Tenant's agents, clicma, contractors, directors, employees, mvitccs, licensees, officer,. partners or shareholders engage iD such solicitation or dis1rihution activities. U. Retail Sales, Services and Manufacturing Prohibited. &oept with the prior written consent of Landlord, Tenant shall not sell, or ~t the retail salo of. newspapers. magazmns1 periodicals, theater tickets or any other goods or mercliendise to the genorsl public iD or on the Premises, nor shall Tenant carry on or permit or allow any employee or other person to f'.,8f:rY on the _independent busi~css of stenography typewriting or any similar businoss m or from the Premises for the service or 11COOmmodation of other oocupants of any other portion of the Building. Tenant shall not permit the Ptcmises to be used for manufacturing or for any illesaJ activity of any kind, or for any business or aotivity other thao for Tonant's spocillc-12. Change in Name or Address. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building.

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RULES AND REGULATIONS (continued)

13. Projectfom from Premise,. Tenant shall riot install any radio or television antenna, loudspeaker or other dovicc on the roof or the exterior walls of the Building or in 1111y.,.. projecting outside the interior walls of the Pn:mises. Tenant shall not install or ponnit ID be installed ony awnings, air conditioning units or othor projeotions, without the prior- consent of Landlord. 14, Superiorily ofl,ease. These Rules and Regulations am in addition to, and shall not be construed to in IIDY way ~ or amend, in whole or in port, the covonants, agreements or provisions of this Lease. If a conflict or ~ between the Lease and these Rules becomes apparent, this Lease shall ptevail. 15, Changes to Rules and Regulationa. Ptovided such changes do not mmmally hmm Tenant's ability to conduct its llORtll! business o)"'fttions. Landlord shall main tho right to obange, add or rescind any rule or reaulation contained herein.. or to make such other and further reasonable and non-discriminatory Rules 1111cf Rogulations as in Landlonl~ sole judgment may, from time to time, become necessary for the maoagcment, safety, can, and oleaminess of the Premises, the Building or tho Parking Facilities, or for the p,esorvalion of ~ood onlcr thetoin, or for tho convenience of olhor occuponts and tenants therein, so long as such resclsstoo. additioo, deletion or chango is th-.ft« reasonably applied to all occuponts of the Building affected lhoreby,

PARKINGRULESANDREGUL.<\.TIONS A. Tenant shall stricUy comply with all posted speed limits, directional signs, yield signs, stops signs

and all olhor signs within or about the paddng mcilities. B, Tenant shall register all vehicle lioonso plate nwnbers with the Building management. C. Tenant shall be "8pODSible for the cost of repairing aoy damage to the parking filcilities or cleaning

aoy debris created or left bf Tenant, including. without limitation, oil leakage from motor velticles parked in the paddng li,oilities UDdet its auspices.

D. Landlord. in addition to reserving: the right to designate one or more areas solelf for visitor parking, which meas may be changed by Landlord from time to time with or with~&~or notice to Tenant, n:serves the rigllt to allocate additional visitor spaces on any floor of the • g facilities. Tenant shall not park mv vehioles in ony spaces designalOd as visitor only spaces or customer spaces within the parking facilities.

E. Tenant shall slrietty comply with all rules, regulations, onlinances, speed limits, and statutes affecting handicapped pa,kipg and/or access, and shall not park any vehicles within the lire lanes, along pa,lcing cutbs or m sttiped areas.

II. TOD11Dt shall only use the number of parking permits allocated to it and shall not permit more than one of its employees to utilize the aame ~ ~t Landlord reserves Ibo right to assign or re­assign paddrig spaces within tho Parking facilities to Teoant from time to time, ond provided _Landlord is required to do so by reason of any action arising out of a governmental mandate imposed on Landlord, Landlonl 1illtber reserves the right at any time to substitute ao equivalent number of parking spaces in a parking li,oilities or sublemmeon or surface paddng fiwility within a reasonable distance ofthePiemises.

G. Except with Landlonl'a managing agent(s)' prior written consent, Tenant shall not leave vehicles in the paddng li,oilities ovemight, nor park aoy vebicles in the parldng fiwilities other than automobiles, motorcycles, motor-driven or non--motor-drivea bicycles or fDlll'·whccled truc:b or vans. Landlord may, in its sole disomioo, =· -""• amas tor bicycles ond motorcycles, Tenant shall ensure that vehicles parking in the • &cilitios by using tho parking 'ts aasigned to Tenant shall be parked entirely within the striped · designating a smgle space !:Fare not so situated or of such a width or length as to im,l)C(k: access to or egress from vehicles parked ~!t1/8CCDt areas or doors or loading docks. Further, all velticles utilizing Tenant's paddng permits not be higher than ony height limitation that may be posted. or of such a size, weiP,t or dimension so that entty of such vehicle into the parking facilities would CIID80 any damage or uvwr 1horcto.

U. Tenant shall not allow ony of the vehicles ~ using Tenant's pem,its, or the vehicles of any of Tenant:'s s:upplicis, shippets, customers or mvitees to be loaded or unloaded in any area other than those specifically desigpated by Landlord fur loading.

L Tenant shall not use or occupy the~ facilities in any IDIIDDOf which will umoasonably interfere with the use of the puking liwilities by othor tenants or occnpanls of the Building. Without limitation, Tenant agrees ID """"1)tly tum off aoy vebiol• alarm system activat,,c! and sounding an alarm in the paddng fiwilitioi. In ihi event said alann system fiula to 1lttn off aod no longer sound an intruder alert fifteen (IS) ~ after commeru:ing such an alarm, Landlord shall reserve the right to remove the vehicle :from the parking facilities at Tenant's sole expense.

J. Tenant acknowledges that the Rules and Regulatio08 as posted heroin shall be in effect twenty-four boun per day, seven days per woe1c, without O<COption.

K. Tenant acknowledges that the uniformed guard officers and parking attendants serving the parking li,oilities are authorized to issue verbal and written warnings of Tenant's violations of any of the rules aod regulations con1ained heroin. Except in the case of a car alarm continuing to sound in excess ofa maximum of fifteen minutes, in. which case no further notice by Landlonl shall be required. If Tenant or Tenant's -. contractors, directors, omployoes, officers, partners or shareholders continue to malerially breach' these J:\lles ond ,ogulationa after expitation of writt.n

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notice and tho o_P.portunity to cure has been given to Tonant, then in addition to such other remedies and requeot for 11\Junctivc relief it ma)' have, Landlord shall have the right, without additional notice, "' removo or ww away the vehicle mvolved and stoi:e 1he same, all costs of which shall be bome exclusively by TODlllll and/ori:evoko TOlllllll's pmking privileges and rights node< the Lease.

LANDLORD: TENANT: DOUGLAS EMMETT REAL1Y FUND 2000, TI!BA TEAM REAL ESTATE, !NC., a Califomia Iimiled pmmership a Califomia corporation

By: DOUGLAS, EMMETI AND COMPANY, a Caliti>miaco,pan,lion, its agent

Datod:

By: Name:

By: Name: Title: Datod:_-1..,lµ~q.. _____ _

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EXHIBITD FIRST AMENDMENT· COMMENCEMENT DATE AND TERM

Thia Flnt Amendment to Lease (the "First Amondment"), dated January 27, 2004, is by and between DOUGLAS BMME1T REALTY FUND 2000, a California limited partnership ("Landlord"), with ao office at 808 W"llshw Boulevard, Suite 200, Sllllta Monica, California 90401, and TilE A TEAM RBAL ESTATE, INC., a Callfomia cotpOration ("Tenant"), with an office at 22019 Vanowen 8tRct, Canoga Piirl<, Califomia 91303. . WHEREAS,

A. Landlord, pur,uant to the provisions of that certain wriucn Of!ice Lease, dated January 27, 2004 (tho "Lease"), leased to Tenant and Tenant loascd li:om Landi"!!' SJ>""O in the property located at 21800 Oxnard StJ:cct, Woodland Hills, Califomia 91367 (the "Building"), commonly known as Suite 220 (the "Pmnises");

B, Tho provisions of ssid Lease specily that the Commenccmc:ot Date shall be the date Landlord sobstantially completes the Improvements for wbicb Landlord is obligatod under the Lease, as conclusively evidenced by Tenant taking poasossion of the Pmnisos;

C. Teoaottookpoasossionofthel'mniaesoo _________ ~

NOW, TBEBEFORE, lo eoaalderatlou of the covenants i!!'~visions co~ herein, and other ~I aod valuable consideralion, the suffio.iency of which and Tenant hereby acknowledge,

ord and Tonant agieo:

1, Confirmatioa of Defined Terms, Unless modified herein, all terms previously denned and capitali7.ed in the Lease sball hold the same meaning for the pmposes of this First Amendment.

2. Confirmation of Commencement Date and Term, The Commencemc:ot D.;i., is hereby confinned to be ~ and the Tmn is hereby confumed li:om and lncluding ___ to and including

3, Revlsioa la Fixed Monthly Rent. Tenant a,:knowledges and agrees commencing , and continuing throlJBh • Tenant shall pay the initial Fixed Monthly Rent of $, _____ per month. F\iitlieimon:, as of the Commencement Date, the provisions of Section 3.3 are hereby deleted in their e:nthety, and ttplaced in lieu !hereof, with the followlog:

"Commencing ; and colltinuing throuah , the Fixed Monthly Rent payable by Tenant shall mcrcaso li:om $, _____ per month to$. ____ per month;

Commeno.ins ____ .., and continuing througll __ ~--the Fixed Monthly Rent payable by Tenant shall m......~ $. _____ per month to $. ____ per mODth;

Commencing----.., and continuing throlJBh , the Fixed Monthly Rent payable by Tenant shall mcrease 6.;;;; $, ______ per moiiili to $, _____ per month; and

· Commencing ~--~.,.,.and continuing throughout the remainder of the initial Term, the Fixed Monthly kni payable O)' Tenant sball incltase li:om $. ____ per month to $, ______ per mouth."

4. Acceptance of Premise& Tenant acknowledges and ogrees that Landlord has completed the lmprovemc:ots for which Landlord was obligated nnder the Lease to Tenanfs satisw:tion, and, as of the Commencement Date, the Premises wc,e in good order and ,epair.

S. Warranty of Allthorlty. If Landlord or Tenant signs as a corporation, or a limited liability company or a partnership. each of the persons CJCecnting this First AJnendment on behalf of Landlord or Tenant hon:bv coveoaots and wammts that esch is a duly authori,.ed and existing entity that is qualified to do business in Callfomia; that the person(s) signing on behalf of either Landlord or Tenant have full right and antborlty to enter into thls First Amendment; and that esch and 0/'trf person signing on behalf of eithor Landlotd or Tonant a,e authorl1.0<l in writing to do so.

6. Broker Representation. Landlord and Tenont <OpltSc:ot to one another that it has dealt with no broker in conoection with this Amendment other than Doaglu, Emmett and Company and Sperry V11J1 Ness. Landlord and Tenant sball hold one aoother hannless li:om and against any and all liability. loss, damage, oxpense. claim, action, demlllld, suit or obligation arising out of or ,elating to a bre8'lh by the indenmifying party of suoh sqnesentation. Landlord agieos to pay all oommissions due to the brokers listed above created by Tenant's execution of this First ~rnendment.

7, Succ ... on and Hein. The provisions of this First Amendmc:ot sball inure to the benefit of Landlord's and Tenant's respective sncccssors, assigns, beiJS and all persons claiming by. through or under them.

8. Confidentiality. Landlord aod Tensnt agree that the covenants andJrovisions of this First Arnondment shall not be divulged to any<lllO not dltoctly involv in the management, administration, ownership, lending against, or subleasing of the Premises, other than Tenant's or Landlord's counsel-of-record or leasing or sob-leasing broker of record.

9. Snbmilllon of Document. No expanded COidl1lotUal or other rights sball exist between Landlord and TODllllt with respect to the Piemisos, as contcmP!stcd nnder this First Amendment, until both Landlord and Tenant have executed and delivered" this Fust Amendment. whether or not any additional rental or security deposits have been IOCCived !>x Landlord, and notwithstanding that Landlord has delivered to Tenant an unexecutcd copy of this FiIOI Amendment.

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EXBIBITD FIRST AMENDMENT-COMMXNCEMENT DATE AND TERM (coatlaued)

The submission of this First Amcadmeal to Tenant shall be fur examination purposes only, and docs not and shall not comtitute a reservation of or an option fbr the Tenant to lease the Premises, or otherwise crealo aay iJlterost by Tenant In the Promises or ,my other portion of the Building other than thc ~ Pn:lilisea """"'1lly occupied by Tenant. Execution of this First Amendment by Tenant and 118 retnm to Landlord shall not bo blndlng upon Landlord, notwitbslaa<ling any 1bne Interval, Ul1lil Landloid has In fact exocutcd and deliveicil Ibis First Amendment to Tenant.

10. Disclosure. Landlord 1111d T.....u acknowledge that principals of Landlord have a financial interest in Douglas Emmett Realty Advisors, Douglas Emmott and Company, and P.L.E. Builders.

11. Goventlag Law. The provisions of this First Amcrulmcnt shall be governed by the laws of the State of Califumia.

12. Rufflrmallon. Landlonl and Tcn1111t acknowledge and agree that the Lease, as amended herein, co11S1itu108 the entire ilgreemcat by and between Landlord aad TCDIIDI, and supersedes ,my and all other 1181"01DODII wriUcn or o,al betweon the perties hereto. Funhennore, except as modified herein, all other oovenants and provisiruts of the Lease shall remain 1l111110dified and in fWJ force and effect

IN WITNESS WHEREOF, Landlord and Tenant have dnly executed this docwncnt es of the day and year written below. ·

LANDLORD: DOUGLAS EMMBTT REALTY FUND 2000, a Califomia limited pannmhip

By: DOUGLAS, BMME'IT AND COMPANY, a California co,poration, ill agent

Dated: __________ _

TENANT: THE A TEAM REAL ESTATB, INC., a California coiporalion

GUARANTOR: SPERRY VANNESS LOS ANGELES, INC., • Do1aware cotporalion

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EXHIBITE · GUARANTY OIi LEASE

THIS GUARANTY OF LEASE C'Guanmty") is made by SPERRY VAN NESS WS ANGELES, INC., a J)elawaro COip(Jl81ion (collectivclY, the "<Juarantor"), in fitvor of DOUGLAS EMMEIT REALTY FUND 2000, a Califomia limited pannersbip ("Landlord'1, in coDDCCtion with that certain loase dated Janua,y 27, 2004, (tho "Lease"), punuant to which Landlord leases to TIIB A TEAM REAL ESTATE, INC., a Ca1ifomia co,pomtion ("'1'""801") those i=niscs generally locat<d ut 21800 Oxnard Street, Suite 220, Woodland Hills, Ca1ifomia 91367 (tho "Promises") and Ill* particularly described in tho Lease. As a malorial irulm;ernenl •o and in coDSidcralion of Landlord entering into the Lease, Landlord having indicated that it would not outer into the Lease without the execution of this Ouaranll', Guarantor does h«oby ._ with Landlord as fullows: l. Guarantor does heroby UDCOnditionally and imovocably guanmtee and promise to perform and be

liable tbr any and all obligations and liabiliti<s ofTouant uud<r the tcnns of the Lease. 2. Guanmtor does hercby llJ!'OO that, without the consent of or notice to Guarantor and without affecting

eny of the obligations of Guarantor hereunder: (a) any term, covenant or condition of the Lease may be amended, COIIIPl'ODllSCd rolcased or otherwise altmd by Landlord and Touant and Guarantor· does guarantee aad promise to perfurm all the obligations of Tenaut under the Lease as so ameaded. compromised, noleased or altmed; {b) any gumntor of or party to the Lease may be i:eleased, subatituted or added; (c) eny right or remedy under the Lease may be exercised, not exercised, impaired, modified, limited, destroyed or suspended; ( d) Laudlord or any other person acting on Laudlord's behalf may deal ln eny manner with Touan~ any gumntor, arly I"!'!!. to the Lease or any other pmson; and (e) all or eny part of the Premises or of Tenant's rights or liabilities under the Lease may be subl~ 8SSlglled or assumed. ·

3. The obligations of Guarantor beieunder arc in addition to and independent of the obligations of TODaDt. A sepsrale action or actions may be brought and prosecuted sgainst Ouazantor whether action is brought against Touant or whether Tenaut is Joined in soy such action or actions. Guarantor hereby waives and agroes DOI to assert or tab advantage of. (a) any right to ,:oquire Landlord to proceed against or cxliaust soy security held linm Tenaut or any other pemon; {b) soy right to require Landlord to prooecd against Tenant or any other person or to pwsue any other remedy before proceeding agaiJlst Guarantor, (c) the defense of any statut,, of limitations in any a,:tioo under or related to this Ouanmty or the Lease; (d) any right or defense that may ariso by reason of the incepacity, lack of authority, desth or disebility of Tenant or any other pason; and (e) any right or defense arising by teasoD of the absence, impairment, modification, limitation, destruction or cessation (in bankruptcy, by an election of 10JDedies, or otherwise) of the liability of Tenant, of the subrogation rights of Guarantor or of the right of Guarantor to proceed against Tenant for reimbursement. Without in ""l' manner limiting the gcncrality of the foregoing, Guarantor hereby waives the benefits of the provmons of Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 and 3433, tho accond -..ce of Section 2822(a) and all rights thst aro waivsble pursuant to

· Section 2856, all of the Califumia Civil Codo, and soy similar or analogous stututcs of California or any other jurisdiction.

4. Owuantor hetcby waives and asrees not to assert or take advantage of any right or defense based on the absence of any or all _..,tmcnts, demands (mcludlng clomands fur perfonnance), notices [10cluding notices of adV011iO change in the financial status of Tenant or other facts which increase the risk to Guarantor, notices of J10D-perfurmancc and notices of acceptsnce of this Guaranty) and protests of each and every kind.

5. Until all Tenant's obligations under the Lcaso are fully pcrfonued. Guarantor: (a) sball have no right of subropljon against the Tenant $.:" .. ,on of any paym- or acts of performance by Guaraotor under this Ouaran1;y; and {b) sobo · any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant under, arising out of or related to the Lease or Tenant's nse or occupancy of the Premises.

6. The liability of Guarantor and all rights, powe,s and remedies of Landlord hereunder and under any other agreement now or at any lime lima!ler in force between Landlord and Guarantor n,lating to~ Lesso shall be cumulative and not al-.iivc and such rights, powors and remedies sbs11 be in addition to all rights, powers and remedies giveo to Landlord by law.

7. This Guaranty applies to, inures to the benefit of and binds all parties here10, their heirs, devisees, legatees, cxecuton, adminiatraton, _.......;vcs, ._,. and assigns (ill<:luding any purehaser at a judicial foreclosun> or trustee's sale or a holder afa doed in lieu tbetwf), This Guaranty may be assigned by Landlord voluDlarily or by operation oflaw.

8, Guarantor agrees from time to Cime upon Landlord's request, but: not more than once in any twelve (12) month period, to deliver to Laudlord <Juarantor's financial stutcroent. All financial statements heretofore delivered to Landlord by Guarantor are, and all financial statements hereafter delivered to Landlord by Guarantor will be, - and correct in all material respects and fair presentations of the tinanclal condition of Guarantor as of the dutc thereof. pn,paml in accordance with gene,ally acceptod accounting practices, No material adverse change has oooun-ed in the fillancial condition of Guarantor since tho date of the financial .-S he,etofo,e deliv=d to Landlord.

9. Guarantor sbsJ1 no~ without the prior wri-co~ ~f!.aJu!lord, commence. o~join with any other perso11 in commoacing. sny·baDJ?up~. reo~on or U1SOlveDC)' ~ againSt Tenant The obligations of Guarantor under this Guaranty sball not be altmod, limited or affected by soy

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EXHDIITE GUARANTY O.F LEASE (continued)

proceeding, voluntary or involuntary, involving the bankruptcy. insolvency, receivership, reorgenizatioa, liquidation or ammgeuient ofTenan~ or by any defense wbich Tenant may bave by mson of any order, decree or decision of any court or administrative body resulting from any such proceeding. Cluarantor shall tile in any bankruptcy or other prooeoding in which the tiling of claims is required or pennitted by law all claims which Guarantor msy bave _11$BinSt Tenant relating to any indebtedness of Teuant to Guarantor and will assiJ!ll to Landlonl all rights of Guarontor thereunder. Landlotd shall bavc the sole right to accept or toJect any plan proposed in such proceeding and to 1ake any other action which a party filing a claim is entitled to do. In all such eases, whether in administration, bankruptcy or otherwise, the pcn,on or pe,30as authorized to pay such claim sball pay to Landlotd the amount payable on such claim and, to the fulJ extent ucccsaary for that purpose, Guarantor hereby assigns to Landlord all of Guarantor's rights to any such payments or distributions to which Guarantor would o1herwisc be entitled; provided, however, that Guarantor's obligations hereunder shall DOI be satisfied oxccpt to the oxteot that Landlord receives cash by reason of any such paymont or distribution. If Landlord receives anything hereunder other than cssh, the same shall be bold as collateral for amounts duo under this Guaranty.

10. This Guaranty shall constitute the entire agreement bctwccn Guarantor and the Landlord with respect to the subject matter hereof No provisiou of this Guaranty or right of Landlord hereunder may be waived nor may ony Guarantor be released fiom ony obligation hereunder except by a writing duly executed by an authorized officer or director of Landlord.

lL If..,,. than ouo pe,30n signs this ~. each such pe,son shall be doeruod a Guarantor and the obligatiou of all such Guarantors shall be Joint and sovcral. When the cona:xt and construction sn requires, all words used in the singular herein shall be deemed to have been used in the plurel. The word "person" as used herein shall include on individual, company, !inn, association, partnership, corporation, trust or other lepl entity of any kind whatsoever •.

U. Sbould ""l' ODO or mo"' provisions of this Guaranty be defomlined to be illegal or unenforceable, all other provisions shall neverthelcas be cll<ctive. .

13. Tho waiver or failure to enfuicc any provision of this Guaranty shall not operate as a waiver of any other l=u,h of such provision or any other provisions hereof.

14. If either party hereto participates in an action against the other party arising out of or in connection with this Guaranty, the prevailing party shall be entitled to have and recover from the other party actual ~· fees, collection costs and other costs incurred in an:!f;Earation for the action. In addition to the foregoing award of attorooys' r-, the ultimately s party shall be entitlod to its actusJ attorneys' fees incurred in sny post-judgment proceedings to collect or enforce the judgment. This provision is separlllc and severs! and shall survive the merger of this Guoranty into any judgment on this Guaranty. In any action or proceeding arising under this Guaranty, Guarantor consents to trial without aju,y.

15. Time is strictly of the essence under this Guaranty and any amendm~ modification or revision hereof.

16. If Owuantor is a. corporation, each individual executing this ~ on bchAlf of said corporation represents and WIUTallts that he is duly authorized to execute and deliver this Guaranty on behalf of S81d corporation, in accordance with a duly a4<>Ptcd rosolution of tho board of directors of said corporation or in accordance with tho bylaws of said corporation, and that this Guaranty is binding upon said coipOtation in accordance with its terms. If Guarantor is a co~ration, Landlord, at its option, may require Guarantor to concurrontly, with the execution of this Guaranty, deliver to Landlord a cerliJied copy of a rosnlution of the boord of dircctois of said corporation authorizing or ,atifying the execution of this Guaranty.

17. The lel1ll "Landlord" wbenover hcreinabove usod tofcrs to and mcsns the Landlord in the foregoing Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment for security, and also any successor to the intmcst of said Landlord or of any assignee of such Lease or any part thereof, whether by assill""!ent or otherwise. Toe tenn "Tenant" whenever hcreinabove nscd rofers to and means the Teuant m the foregoing Lease specifically named ond also any assignee or subtenant of said Lease and also any successor to the intetests of said Tenant, assignee or subleasco of such Lease or any part tbcreo( whether by assignment,, sublease or otherwise.

18. Any notice, request, demand, or other communication hereunder shall be in writing ond shall be considered duly given or fumisbcd when: a. delivered personally or by messenger or overnight delivczy service, with signature evidencing

such delivery; b. upon the date of delivery, after being mailed in a postpaid envelope, sent ~ed maH, return

receipt requested. when addressed to Landlotd as set forth below and to Guarantor as set forth below; or to such other address or addressee as either party may designate by a written notice given p1USU8DI hereto; or

e. upon confirmation of good transmission if sent via facsimile machine to such phone number as shall have been providod in writing by Landlord or Guarantor, one to the other:

EXHIBIT.

~} __ .,,. __ _ ·c--.~·-· , ___ .

. .. ·····-'- ··-i~),~ .. -- ... -········~·.·~~ .... ·~·

EXHIBITE GUARANTY OF LEASE (continued)

GUARANTOR:

11999 Son Vicente Boulevard, Suite 100 Los Angeles, California 90049 Attention: Mansging Director

LANDLORD: c/o Douglas Emmett and Company 808 Wilshire Boulevard, Suite 200 Santa Monica, Califomia 90401 Attn: Director of Property Management

19, As a further material part of the consideration to Landlonl to enter into the Lease with Tenant Guarantor agrees:

a. The law of the State of California shall govern all questions with respect to the Guaranty; b. Any suit, 8Ction or p~ arising directly or indirectly from the Guaranty, the Lease or the

su~ect ~ thmeof shall be litigated only m courts located within the County of Los Angeles and the State of California;

c. Guarantor hereby inevocsbly consents to the jurisdiction of any local, state or federal court located within the County of Los Angeles and the State ofCalifomla;

cl. Guarantor hereby waivea pe,sonal service of any and all process upon it and consents to all such service of prooeas in the ld8DDcr and al the address set furih in Paragraph 18 above; and

e. Without limiting the genmlity of the fu,egoing, Clwmmtor hereby waives and agrees not to ... ert by way of motion, defense or otherwise in any sui, action or proceeding any claim that Guarantor is not peraonally subject to the jurisdiction of the above-named courts, that such suits, action or proceeding is brought in an inconvenient forum or that the venue of such action. suit or proceeding is improper.

20. Notwithstanding anythins to the contruy in this Guaranty, if and only if, as of the last calendar day of the twenty-seventh (27th) calendar month of the Lease Term, Tenant is not then, nor has previously been, in defiwlt under this Lease beyond any applicable cure period and no late charge is then, nor bas previ~bcen, payable by Tenen, this Guaranty shall expire on its tcrn,s,

Executed on this ..3Q.'.: dsy of ~., , 2004.

U GUARANTOR:

J!.3

SPERRY VAN NESS LOS ANGELES, INC., a Delaware corporation

EXHIBIT'

··~-- . ---------·~

F1RST AMENDMENT TO OFFICE LEASE TIIII Flnt Amen- to Olllee Leae (tho "Fil1II Amendromt''), - April 13, 2004, is

made by and betweon DOUGLAS BMMl!lT Rl!ALTY FUND 2000, a Cali!bmia limited J)ll1nership ("Landlonl"), with ollicel at 808 Wilahize Boulevanl, Suite 200, Santa Monica, Califomia 90401, and TIIB A TBAM RBAL ESTATE, JNC., • C-6fnmi• <Oll)Ollllioa ('Ttllllllll"), with offices at 21800 OxJwd Stnot, Suito 220, Woodland Hilla, Cllifilmi• 9136'1.

EXHIBIT "E

0 ORIGINAL

IN WITNESS WHEREOF, Laadlord and TOllalll have duly aeouled this documcml aa of the day and ywwrltlmbolow.

LANDLORD: TENANT: DOUGLAS l!MMll1T RBAL1YFUND 2000, • c,li:thnri• •.imitecl parmembip

By:

By:

llOUGLAB, l!MMl!1T .AND COMPANY, aColilbmiaec,rpoi-, it11-

~~r-r MloboolJ.Msa,Vioe-

,lNC.,

EXHIBIT "E

I

i

i i

I I

~'

( )1-"l@i~ SSIGNMENT ASSUMPTION AND CONSENT

TIDS ASSI , ASSUMPTION AND CONSENT (this "Assignment Agreement''), is made as of August 2008 (the "Effective Date"), by and between THE A TEAM REAL ESTA TE, INC., a Califurnia corporation £"Assignor''), and $PERRY VAN NESS REAL ESTATE SERVICES, INC., a Califurnia corporation ( Assignee"), with refi:rences to the fullowing facts:

A. DOUGLAS EMMETT REALTY FUND 2000, a Califurnia limited partnership ("DERF"), pursuant to the provisions of that certain Office Lease dated January 27, 2004 (the "Original Lease"), as amended by that certain First Amendment to Office Lease dated April 13, 2004 (the "First Amendment"), leased to Assignor, and Assignor leased from DERF, space in the property located at 21800 Oxnard Street, Woodland Hills, Califurnia 91367 (the "Building"), commonly known as Suite 220 (the "Premises");

B. DOUGLAS EMMETT 2000, LLC, a Delaware limited liability company ("Landlord"), subsequently acquired all of DERF's interest, right and title in and to the real property and Building in which the Premises are located, becoming successor-in-interest to DERF and landlord under the Lease;

C. The Original Lease, as amended by the First Amendmen, shall be collectively referred to herein as the "Lease";

D. In accordance with Article 11 of the Original Lease, subject to the consent of Landlord, Assignor has agreed to assign and transfer all of Assignor's righ, title and interest in and under the Lease, and Assignee has agreed to accept and assume such assignment on the terms and conditions set furth herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth hereinbelow, Assignor and Assignee hereby agree as follows:

1. Assignment of Lease. This Assignment Agreement shall be effective as of the Eflcctive Date, subject to the conditions set furth in this Assignment Agreement. This Assignment Agreement is made pursuant to the provisions of Article 11 of the Original Lease and in connection therewith, Assignor:

a) Agrees that the effectiveness of this Assignment Agreement is subject to the consent of Landlord, which consent is predicated upon satisfaction of the conditions set furth in Section 3 hereinbciow.

b) Agrees that Assignor shall continue to remain personally liable for the payment of all amounts payable by Assignor and the perfurmance of all obligations of Assignor pursuant to the Lease. In the event Assignee shall hold over, enter into a new lease or modification of the existing lease, Assignor shall be released tiom Assignots personal liability for any of the obligations of Assignor under the Lease as of such date.

c) Warrants that, as of the Effective Date, there will be no uncured default on the part of Assignor pursuant to the Lease; and agrees to indemnify and defend Assignee against any claims arising out of such a claimed default '

d) Acknowledges that Assignor has read the disclaimer set forth in Section 4 and the general provisions set forth in Section S hereinbelow and executes this Assignment Agreement with full knowle<lge and acceptance of such sections, both of which are incorporated herein.

2, Assumption Of Lease. Assignee hereby accepts, as of the Effective Date, all of Assignor's righs title and interest as well as assumes all of Assignor's obligations, liabilities, duties and responsibilities in, under and to the Lease and agrees to abide by all of the terms, provisions, covenants and conditions of tho Lease, including but not limited to those providing fur the payment of ren, additional rent and other charges. Assignee acknowledges and agrees that:

a) It has inspected tho Premises and tho Building and has received and read a copy of the Lease and is assuming the obligations of Assignor as ''Tenant'' under the Lease based upon its own independent investigation and not upon any statements or representations made by or on behalf of the Landlord.

b) In connection with this transaction, no person has had any authority to make any representations on behalf of Landlord oonceming the Premises and/or the Building and such representations, if any, have not been relied upon by Assignee.

c) The eflcctiveness of this Assignment ~ent is subject to tho consent of Landlord, which consent is predicated upon satisfaction of the conditions set forth in Section 3 hereinbelow.

d) There may be no further assignment or transfer of the Lease or subletting of the Premises, or any portion thereol; withou, in each instance, the prior written consent of Landlord and in conformance wtth the terms of the Lease.

e) There may be no change in the use of the Premises and no remodeling of or alterations to tho Premises without, in each instance, the prior written consent of Landlord and in conformance with the terms of the Lease.

I) Assignee's use of tho Premises shall not conflict with other exclusive use provisions in current leases (or with exclusive use provisions in future leases, which do not, when made, conflict with Assignee's actual and specifically permitted use of tho Premises).

g) If Assignee defaults in payment or performance of any of its obligations accruing after the Effective Dato, Assignee shall indemnify and hold Assignor harmless against any liability therefor and

WmerCa11erV /ThDA Team Rctl Eslalo/ ST /AJJpst7,:Z008

EXHIBIT"C

ASSIGNMENT, ASSUMPTION AND CONSENT ( continued)

shall promptly reimburse Assignor for all amounts paid by Assignor to cure any such default, together with interest thereon at the rate specified in the Lease from date of expenditure to date of repayment

b) Assignee has read the disclaimer set forth in Section 4 and the general provisions set forth in Section 5 hereinbelow and executes this Assignment Agreement with full knowledge aod acceptance of such sections, both of which are incorporated herein,

3. Consent to Assi&nment. Contingent upon Assignor's and Assignee's acceptance of the requirements contained herein, Landlord hereby consents to the foregoing assignment in accordance with the provisions of Article 11 of the Original Lease. Said consent is subject to Assignor and Assignee acknowledging and agreeing that:

a) The foregoing consent is not a waiver of Laodlord's right to consent to or impose restrictions upon any future assignment or subletti~

b) Nothing contained herein shall be deemed or construed to relieve Assignor of any of its obligstions under the Lease, whether accrued through the Effective Dato or thereafter.

c) Landlord now holds a security deposit pursuant to the Lease of $10,809.59, which sum shail continue to be held by Laodlord after the Effective Dato. Adjustments concerniug such deposit are the sole responsibility of Assignor and Assignee, and Landlord need not be concerned therewith. At the expiration of the term of the Lease, Laodlord shall return said security deposit in accordance with the terms of the Lease to Assignee.

d) The foregoing consent does not include a consent to the transfer of any renewal, extension or expansion rights, or any other special privileges or rights granted pursuant to the Lease, aod all such rights and privileges shall terminate upon the Effective Dato. ·

e) In the event of any defaults under the Lease, Landlord will send to Assignor any notice of such default that Landlord sends to Assignee.

This consent shall become effective only upon the execution of a copy of this Assignment Agreement by each other party hereto and delivery of such fully executed copy to the Landlord.

4, Disclaimer. Assignor and Assignee eacb acknowledge that the Lease, as currently amended, provides fur payment of Additional Rent (as that term is defined in the Lease) Jl?iodically on an estimated basis with adjustment to actual amounts duo BS specified in tho Lease. Notwithstanding any estimate or allocation of such amounts provided by Landlord to Assignor and Assignee to facilitate the transfior provided for herein, Assignor aod Assignee understand and acknowledge that (i) any such estimate or allocation is only an estimate by Landlord aod is not intended as and shall not be construed BS a limitation or coiling upon tho actual amounts which may be due, (ii) as respects Landlord, Assignee shall be solely responsible for any additional amounts of Additional Rent duo to Landlord by virtue of such adju-ents and shall be solely entitled to any refunds or credits resulting from such adjustments, aod (iii) any proration of any such amounts between Assignor and Assignee shall be strictly between them, and Landlord need not be concerned therewith.

5, Genenl Provisions. a) If any party hereto commences any action agsinst any other party hereto arising out of

or in connection with this Assil!""'ent Agreement, or the Lease, the prevailing party or parties shall be entitled to recover from the losmg party or parties reasonable attorneys' fees as detonnined by the court as well as costs of suit

b) Any notice, demand, request, consent, approval or communication that any party hereto desires or is required to give to any other party or parties hereto shall be in writing and either served personally or sent by prepaid, first class mail properly addressed and deposited in the State of California to the address appearing below the signatures of each party hereto. Notice shall be deemed communicated three business days after the time of mailing if mailed as provided in this paragraph.

c) Assignor and Assignee agree that Landlord has no liability fur anr fees or commissions to any real· estate broker or agent in connection with the assignment and assumptton of tho Lease. All such fees and colll!1lissions shall be the responsibility of Assignor and Assignee.

d) This Assignment Agreement shall be bindiug upon and inure to the benefit of the parties hereto and their respective successors in interesL ·

e) In the event of any conflict between the terms of this Assignment Agreement and the terms of the Lease, the terms of the Lease shall control.

f/ In connection with the within assignment, and to defray the costs of processing such assij!IUDent. Assignor shall pay to Douglas Emmett Management, LLC, upon Landlord's execution of this Assignment Agreement a processing fee of $1,000.00.

WamerCtnllrV /The A Team Ral&lalf/ sr /Aups& 7, 2001 2

EXHIBIT"C

ASSIGNMENT, ASSUMPTION AND CONSENT ( continued)

IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date hereinbelow.

ASSIGNOR: ASSIGNEE:

THE A TEAM REAL ESTATE, INC., SPERRY VAN NESS REAL ESTATE a California corporation SERVICES, INC., a California co ration

By: q.. C 4--i By: Name: Jef (;t'-( C, Albt~ Name:

Tide: 'f 'i: 5: &_,._,,, f Tide:

By: Name: ___________ _

Title:

Dated: _________ _

Notice Address:

c/o Sperry Van Ness 18881 Von Karman, Suite 800 Irvine, California 92612 .

ACKNOWLEDGED AND CONSENTED TO:

LANDWRD: DOUGLAS EMMETT 2000, LLC, a Delaware limited liability company

By: Douglas Emmett Management, LLC, a Delaware limited liability company, its Agent

By: Douglas Emmett Management, Inc., a Delaware corporation, its Manager

By: I,\~ I • ~~ Michael J. Means, Senior ce President

Dated: ____ g...:./_:z.-'J_/,_tJ.l) __

Notice Address: 808 Wilshire Boulevard, Suite 200 Santa Monica, California 90401

Wanic:rCentcV /"IMA Teamllell EJcaie/ ST /Aup7, 200i

By: Name: ___________ _

Tide:

Dated: __________ _

Notice Address:

21800 Oxnard Street, Suite 220 Woodland Hills, California 91367

3

EXHIBIT"C

Woodland Hills

ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made as of the __ day of __ , 2008 by), THE A TEAM REAL ESTATE, INC., a California coipOration (the "Assignor"), and SPERRY VAN NESS REAL ESTATE SERVICES, INC. (the "Assignee").

WITNESS ETH:

A. Reference is made to that certain Asset Purchase Agreement between Sperry Van Nes.s Commercial Real Estate, Inc., a Delaware coiporation ("SVNCRE"), as seller, and Assignee, as buyer, dated July _, 2008, (the "Asset Purchase Agreement'', which term shall include all amendments thereof). Under the Asset Purchase Agreement, SVNCRE is obligated to cause Assignor to assign to Assignee any and all of Assignor's right, title and interest in and to the (i) the lease (the "Lease") (ii) the security deposit for the Lease ("Security Deposit") described in Exhibit "1" attached hereto.

NOW, TIIBREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee, all of Assignor's estate, right, title and interest in and to the Lease and Security Deposit and Assignee hereby

. accepts such assignment.

2. Assignor hereby covenants that Assignor will, at any time and from time to time upon written request therefore, execute and deliver to Assignee, Assignee's successors, nominees or assigns, such documents as Assignee or they may reasonably request in order to fully assign and transfer to and

. vest in Assignee or Assignee's s;uccessors, nominees and assigns the Lease and/or the Security Deposit.

3. Assignee hereby (i) assumes the performance of all of the terms, covenants and conditions imposed upon Assignor as tenant under the Lease and (ii) assumes all of the Liabilities and obligations of Assignee under the Lease arising or accruing on or after the date hereof.

4. Assignor is hereby released from all obligations accruing of arising under the Lease from and after the date of this Assignment.

5. Except as expressly provided in the Asset Purchase Agreement, the Lease is being assigned on an "AS IS, WHERE IS" basis with all faults and without any representations or warranties, express, implied, or statutory. ASSIGNOR EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABIT.,ITY OR FITNESS FORA PARTICULAR PURPOSE.

6. This Assignment may be executed in counteiparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

7. This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, hcirs and legatees of all the respective parties hereto.

8. This Assignment shall be governed by, inteipreted under, and construed and enforceable in accordance with, the Jaws of the State of California, without regard to conflicts of Jaw principles.

n 9. The Exhibit attached hereto is hereby incoiporated herein by this reference for all l, puiposes.

W02-WEST:6MDOJ\400949824.l -1-

EXHIBIT"C"

Woodland Hills

10. The terms of this Assignment may not be modified OF amended except by an instrument in writing executed by each of the parties hereto.

11. The waiver or failure to enforce any provision of this Assignment shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

12. In the event that any phrase, clause, sentence, paragraph, Section, article or other portion of this Assignment shall become illegal, null or void, or against public policy, for any reason, or shall be held by any arbitrator or court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Assignment shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

13. The terms of the Asset Purchase Agreement are inco:rporated herein by this reference. Capitalized terms used but not defined herein shall have the meaning given to them in the Asset Purchase Agreement.

W02·WEST:6MDOll400949824.I -2-

EXHIBIT"C'

) Woodland Hills

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first written above.

W02-WEST:6MDOl\400949824.I

SVNCRE:

SPERRYVANNESSINTERNATIONALCORPORATION, a Delaware corporation

By: _____________ _

Name: -----------Title: ----------

ASSIGNOlt

TIIB A TEAM REAL ESTATE, INC., a California corporation

By. _____________ _

Name: -----------Title: ----------

ASSIGNEE:

SPERRY VAN NESS REAL ESTATE SER.VICES, INC., a California corporation

By: _______ _ Name: Thomas B. Brenneke Title: President

-3-

EXHIBIT"C'

Woodland Hills

Exhibit"l"

Description of Lease and Security Deposit

1. Office Lease by and between Douglas Emmett Realty Fund 2000, a California limited partnership ("Landlord") and The A Team Real Estate, Inc., a California corporation ("Tenant") dated January 27, 2004 ("Lease'').

2. First Amendment to OfficeLease by and between Landlord and Tenant dated April 13, 2004.

3. Security Deposit: $10,809.59

4. Lease Guaranty from SVNCRE in favor of Landlord dated 2004. --~

. W02-WEST,6MD01\400949824.l -4-

EXHIBIT"C

J

'1-) ~.·· )

Woodland Hills

LANDLORD'S CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE

Landlord has received and reviewed a copy of the foregoing Assignment and Assumption of Lease (''Assi,,OJJ1Dent"). Effective as of the date of the Assignment, Landlord, on behalf of itself and its members, subsidiaries, affiliates, parents, employees, agents and representatives, transferees, successors and assigns (collectively, the "Landlord Parties") hereby consents to Assignor's assignment of the Lease to, and assumption of the Lease by, SPERRY VAN NESS REAL ESTATE SERVICES, INC., a California corporation ("Assignee").

Effective as of the date of the Assignment, Landlord Parties, forever fully releases and discharges Assignor and its subsidiaries, affiliates, parents, officers, directors, shareholders, employees, agents and representatives, transferees, successors and assigns (except for Assignee) (collectively, the "Assignor Parties") from any and all obligations, claims, demands or causes of action whatsoever arising out of or in connection with the Lease including, but not limited to, any claim whatsoever for the payment of base rent, additional rent or any other charge or sum now or hereafter payable by Assignor under the Lease (including, but not limited to, any indemnifir.ation provided in the Lease) or for the performance of any liability ( contingent or otherwise) Qr obligation on the part of Assignor to be performed under the Lease or any other matter involving, arising out of or related to the Lease (whether its occupation or abandonment thereof), whether known or unknown, which Landlord now has, owns or holds, or may in the future have, against ariy of the Assignor Parties. This release includes unknown or unanticipated claims. The Landlord Parties waive the benefit of Section 1542 of the California Civil Code, which provides as follows:

"A ·general release does .not extend to claims which the creditor does .not know or suspect to exist in his or her favor at the :time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

TIIlS LANDLORD'S CONSENT TO ASSIGNMENT · AND ASSUMPTION OF LWE is hereby provided by the Landlord and shall be binding on the Landlord, its personal representatives, successors and assigns as of the day and year first above written.

LANDLORD:

Douglas Emmett Realty Fund 2000, a California limited partnership

By. ____________ _

Name: ------------Title: -------------

W02-WEST:6MD0!\400949824.l -5-

EXHIBIT "C'