Digimarc (DMRC) 10-K 2021 FY Annual report

Exhibit 10.25

SUBLEASEAGREEMENT

ThisSUBLEASEAGREEMENT(“Sublease”)ismadeasofFebruary,2022(“Effective Date”), between DIGIMARC CORPORATION, an Oregon corporation, having anoffice located at 9405 SW Gemini Drive, Beaverton, OR 97008 (“Subtenant”), and FISERVSOLUTIONSLLC,a Wisconsinlimitedliabilitycompany(“Sublandlord”).

RECITALS

WHEREAS, PORTLAND 1 LLC, a Delaware limited liability company, successor ininteresttoPDOfficeOwner11,L.P.aDelawarelimitedpartnership(“Landlord”),andSublandlord, as tenant, are parties to that certain Lease Agreement dated February, 2018 (the“Prime Lease”) for an office building located at 8500 SW Creekside Place, Beaverton, Oregonconsisting of approximately 65,496 rentable square feet (the “Building” and the “Premises”)located on a parcel of land owned by Landlord (the “Property”) as depicted on Exhibit Aattached hereto.

WHEREAS,underthetermsandconditionsofthisSublease,SubtenantdesirestosubleasefromSublandlordthePremises (alsoreferredtohereinasthe“SubleasedPremises”).

WHEREAS, under the terms and conditions of this Sublease, Sublandlord desires tosubleasetoSubtenanttheSubleasedPremises.

WHEREAS, any capitalized terms used but not otherwise defined in this Sublease shallhavethemeaningssetforthinthePrimeLease.

AGREEMENT

NOW, THEREFORE, for and in consideration of the foregoing and for other good andvaluable consideration, and the mutual agreements contained herein, the receipt and sufficiencyofwhichisherebyacknowledged,SublandlordandSubtenantagree asfollows:

1.Prime Lease Incorporated.     Subtenant acknowledges that it has received, readand understands the Prime Lease attached hereto as Exhibit B and made a part hereof and isfamiliar with the terms and conditions as incorporated herein by the provisions of this Section 1.ThisSubleaseshallatalltimesbesubjectandsubordinatetotheterms,conditions,andcovenantsofthe Prime Lease.

(a)The terms, conditions and covenants of the Prime Lease are incorporated byreference herein, except to the extent they are (i) inapplicable, inconsistent with, in conflict with,orotherwisemodifiedbythetermsofthisSublease,or(ii)expresslyexcludedfromincorporationinto this Sublease as follows: Sections1.03,1.04,1.08,1.10,1.11,1.12,1.13,1.14.,1.15,1.17,1.18,1.19,3.03,4.03,4.05,anyreferenceto“TenantWork”inSection 5.02,

5.10 (except to the extent Landlord may consent to grant indemnification rights to Subtenant intheLandlordConsent),7.02,7.06(excepttotheextentLandlordmayconsenttograntsuchrightstoSubtenantintheLandlordConsentandsubjecttoallobligationsofSubtenantcontained

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therein), 7.07, 7.08 (except to the extent Landlord may consent to grant such rights to Subtenantin the Landlord Consent and subject to all obligations of Subtenant contained therein), 11, thesecond paragraph of Section 14, any reference to Renewal Notice in section 16.01, any referenceto“Guarantor”inSection18,Section22,thelasttwosentencesofSection23.02,Sections24,26, 27.02, 28, 30.10, 30.11, 30.12, Exhibit B, Exhibit E and Exhibit G (except to the extentLandlordmayconsenttograntsuchrightstoSubtenantintheLandlordConsentandsubjecttoallobligations of Subtenantcontainedtherein).

(b)InconstruingtheSubleaseandeachparty’sobligationshereunder,exceptasexpressly provided in this Sublease to the contrary, wherever in the Prime Lease the term“Tenant” or “Lessee” is used, it shall mean Subtenant; wherever the term “Landlord” or “Lessor”is used, it shall mean Sublandlord; wherever the term “Tenant’s Property” is used, it shall meansolelySubtenant’sProperty,asdefinedherein,wherevertheterm“CommencementDate”isused, it shall mean the Sublease Commencement Date, and wherever the term “Expiration Date”is used, it shall mean the Sublease Expiration Date.   Notwithstanding the foregoing, the use ofthe term “Landlord” or “Lessor” shall mean solely Landlord and shall not be deemed to meanSublandlord for purposes of Sections 3.02, 5.05, 5.07, first sentence of 6.03, 7.01, 7.03, 9.02,16.02, 16.03, 16.04, 10.02, 23.02, and Exhibit C, and the use of the term “Tenant” or “Lessee”shall mean solely Sublandlord as the tenant under the Prime Lease and shall not be deemed tomean Subtenant for purposes of Sections 3.02, 5.05, 7.03, 8 (only with respect to any RequiredRemovables located within the Subleased Premises prior to the Sublease Commencement Date),16.03,and 16.04 of the Prime Lease and Exhibit C.

(c)NotwithstandinganythinginthisSubleasetothecontrary,Subtenantacknowledges and agrees:

(i)Subtenant shall have no right to any abatement of Rent as a result of anydamage to the Premises pursuant to Section 16.02 of the Prime Lease, provided, however,in the event Sublandlord’s rent is abated pursuant to Section 16.02 of the Prime Leaseduring a period when the Subleased Premises, or a portion thereof, are unable to beoccupied due to a casualty, Subtenant’s Base Rent hereunder shall also abate in the sameproportion and for the same period of time as the abatement of Sublandlord’s rent withrespecttotheSubleasedPremises,providedthatallotherobligationsofSubtenantshallbeperformedbySubtenantandSubtenantshallhavenoclaimagainstLandlordorSublandlordforany damagesufferedbyreasonofanysuchcasualty,

(ii)SubtenantshallhavenorighttoterminatetheSubleasepursuanttoSections16.03and16.04ofthePrimeLease,providedthatSublandlordshallusecommercially reasonable efforts to enforce the provisions of Sections 16.03 and 16.04 ofthe Prime Lease for the benefit of Sublandlord and Subtenant (including to request suchperformanceorcurefromtheLandlordfollowingarequestinwritingbySubtenant),and

(iii)Subtenant shall have no right to terminate the Sublease pursuant to Section17 of the Prime Lease, provided that Sublandlord shall use commercially reasonableefforts to enforce the provisions of Section 17 of the Prime Lease for the benefit ofSublandlord and Subtenant (including to request such performance or cure from theLandlord following a request in writing by Subtenant).In the event the Prime Lease isterminatedduetoacondemnationasprovidedinSection17ofthePrimeLease,such

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termination shall have the effect of terminating this Sublease and Subtenant shall beentitledonlytoanycompensation,separatelyawardedtoSubtenantforSubtenant’srelocation expenses and/or damages to Subtenant’s trade fixtures installed by Subtenant.Notwithstanding the foregoing, Subtenant shall have the right to file any separate claimavailable to Subtenant for any taking of Subtenant’s personal property and fixtures ownedby Subtenant and removable by Subtenant upon expiration of this Sublease, and for anyother costs and expenses incurred by Subtenant with respect to such condemnation andpermissible for Subtenant to include in any such claims made by Subtenant, so long assuchclaimsdonotdiminishtheawardavailabletoSublandlord.

Subtenant further acknowledges and agrees that Subtenant has no right or option to exercise thefollowing rights, if any, granted Sublandlord under the Prime Lease: (i) renewal option(s), (ii)expansion option(s), (iii) early termination right(s) and option(s), (iv) right of first refusal(s) oroffer(s),(v)reductionoption(s),(vi)abatement(s)(exceptasexpresslyprovidedinthisSublease), (vii) tenant allowances and (viii) roof rights (except to the extent Landlord mayconsentto theright ofaccessto theroofbySubtenantintheLandlordConsent).

(d)Except as expressly provided in this Sublease to the contrary, Subtenant shallcomply with all of the provisions and obligations of the Prime Lease that are to be observed orperformed by Sublandlord as “Tenant” thereunder to the extent such obligations arise during theSublease Term. Without limiting the foregoing, in the event Subtenant defaults under any of theterms, provisions, covenants, conditions or agreements herein set forth, Sublandlord shall havethe same rights and remedies as Landlord under the Prime Lease in the event of a default by the“Tenant” thereunder, provided, however, that all notice, cure, grace or similar periods set forth inthe Prime Lease for the benefit of the “Tenant” thereunder, if any, shall be reduced by three (3)days with respect to the Subtenant hereunder.Notwithstanding the foregoing, if Sublandlordprovides Subtenant with notice of Subtenant’s failure to timely pay Sublease Base Rent orAdditional Rent and Subtenant’s failure to pay such amounts extends beyond the applicablenotice and cure period on two (2) separate occasions during any twelve (12) month period,Subtenant’s subsequent late payment of Sublease Base Rent or Additional Rent beyond theapplicable notice and cure period shall, at Sublandlord’s option, be an incurable event of defaulthereunder for which Sublandlord shall not be required to provide written notice to Subtenant.Subtenant and Sublandlord each covenant not to take any action or do or perform any act or failto take any action or do or perform any act which would result in the failure or breach of any ofthe covenants, terms, provisions or conditions of the Prime Lease on the part of the Tenant (asdefined in and set forth within the Prime Lease).In addition, so long as Subtenant is not indefault hereunder beyond any applicable notice and cure period, Sublandlord covenants thatSublandlord will not, without the prior written consent of Subtenant (not to be unreasonablywithheld, conditioned, or delayed), enter into any modification, amendment or termination of thePrimeLeasewhichwould(i) increasetheobligationsorliabilitiesofSubtenantunderthisSublease or (ii) correspondingly effectuate a termination of the rights of Subtenant under thisSublease without the prior written consent of Subtenant, except as may be permitted in the PrimeLeaseintheeventofacasualty orcondemnation.

(e)Except as otherwise expressly provided herein, Sublandlord shall have no duty toperformanyobligationsofLandlordwhichare,bytheirnature,theobligationofanowneror

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managerofrealpropertyorotherwisespecificallyexcludedpursuanttothetermsofthisSublease.   For example, Sublandlord shall not be required to provide the services or repairswhich the Landlord is required to provide under the Prime Lease.Sublandlord shall have noresponsibility, nor shall it be liable to Subtenant, for any default, failure or delay on the part ofLandlord in the performance or observance by Landlord of any of its obligations under the PrimeLease. In addition, no such default, failure or delay by Landlord shall affect this Sublease orwaive or defer the performance of any of Subtenant’s covenants hereunder.With respect to thenon-performance,defaultorbreachbyLandlordofitsobligationsunderthePrimeLease,Sublandlord shall reasonably cooperate with Subtenant to obtain Landlord’s performance orLandlord’s cure of such breach or default, including, but not limited to, Landlord’s maintenanceobligations,ifany,setforthinthePrimeLease;provided,however,Sublandlord’ssoleobligation with respect thereto shall be to request such performance or cure from the Landlordfollowing a request in writing by Subtenant. This provision shall survive the expiration or earlierterminationofthisSublease.

(f)In any case where under the Prime Lease the consent or approval of Landlord isrequired, the consent or approval of both Landlord and Sublandlord shall be required, whichconsent or approval by Sublandlord shall not be unreasonably conditioned, withheld or delayed.Indeterminingwhethertograntorwithholdanyconsentorapprovalhereunder,Sublandlordmay expressly condition the same upon the consent or approval of Landlord, as applicable.IfSubtenant requests the consent of Sublandlord under any provisions of this Sublease for any actthatSubtenantproposestodohereunder,Subtenantshall,asaconditiontodoinganysuchactand the receipt of such consent, reimburse Sublandlord for any and all out of pocket costs andexpensesreasonablyincurredbySublandlordinconnectiontherewith,including,withoutlimitation, reasonable attorneys’ fees, provided, however, the total amount due by Subtenant inconnection with each request shall not exceed the amount payable by Sublandlord to LandlordunderthePrimeLeaseplusTwoThousandandNo/100Dollars($2,000.00)(the“Reimbursement Cap”) unless Sublandlord notifies Subtenant that the amount to be incurred bySublandlord in considering Subtenant’s request for consent or approval in a particular instance isanticipated to exceed the Reimbursement Cap, in which case the Reimbursement Cap will notapply.

(g)TotheextentthePrimeLeaserequires(x)LandlordtoservenoticeuponSublandlord or (y) perform any act or observe any term, covenant or condition thereunder, thesame shall be deemed amended for the purposes of this Sublease to provide for time limits forSublandlord of three (3) business days more and deadlines that are three (3) business days laterthanthoseprovidedforLandlordinthePrimeLease.

(h)Any representation, warranty or indemnification made by Landlord in the PrimeLeaseshallbedeemedtobemadebyLandlordonlyandshallinnowaybeimputedtoSublandlord.

(i)Any act or omission by Subtenant which would constitute a breach or default bySublandlord as “Tenant” under the Prime Lease shall constitute a default on the part of Subtenanthereunder except for any provision of the Prime Lease specifically excluded as an obligation ofSubtenantinSection1(a)or1(b)ofthis Sublease.

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(j)AnyactoromissionbySublandlordwhichwouldconstituteabreachordefaultby Sublandlord as "Tenant" under the Prime Lease shall constitute a default on the part ofSublandlord hereunder except for any provisions of the Prime Lease specifically excluded as anobligation of Subtenant in Section 1(a) or 1(b) of this Sublease.Sublandlord shall promptlyprovide to Subtenant a copy of any written notice of default received by Sublandlord fromLandlord and shall provide to Subtenant a copy of other correspondence received by SublandlordfromLandlord which materially impactsthePremisesortheSublease.

2.Sublease Demise.On the terms and conditions of this Sublease and subject toreceiptbySublandlordofLandlord’sConsent(hereinafterdefined),Sublandlordherebysubleases and demises to Subtenant, and Subtenant hereby takes and subleases from Sublandlord,theSubleasedPremisesonthetermsandconditionsandsubjecttotheprovisionssetforthherein.

So long as Subtenant timely pays all Rent and other amounts due and performs all ofSubtenant’s covenants and agreements contained herein, Sublandlord shall not interfere with thequiet use, possession and enjoyment of the Subleased Premises by Subtenant during the SubleaseTerm; provided that the proper exercise by Sublandlord of its rights under or in connection withthisSublease will not constitute suchan interference.

3. SubleaseTerm.

(a)This Sublease shall commence on the later to occur of the Effective Date andSublandlord’s receipt of Landlord’s Consent (the “Sublease Commencement Date”) and shallexpire on July 31, 2028; provided, however, in the event Subtenant and Landlord enter into aSubtenant Direct Lease (as defined below), the term of which commences immediately upon theexpirationofthePrimeLease,thentheSubleaseshallexpireonAugust30,2028(suchdatebeing the “SubleaseExpirationDate”), unless sooner terminated in accordance with the termsofthisSublease.TheperiodfromtheSubleaseCommencementDateuntiltheSubleaseExpiration Date shall be referred to herein as the “Sublease Term”. Subtenant may have earlyaccess to the Subleased Premises solely for the purpose of inspections, field verifications andpermitting, conditioned on the following: (i) receipt of Landlord’s Consent; (ii) Subtenant givingSublandlordnoticeofentryatleastone(1)businessdaybeforetheSubtenant’sinitialentry;and

(iii)SubtenantprovidingtheSublandlord,inadvanceofanyentrybySubtenantoritscontractors,certificatesofinsurancenamingSublandlordandLandlordasadditionalinsureds.

(b)Subtenant hereby represents that it intends to negotiate with Landlord to enter intoa new lease for the Subleased Premises (a “Subtenant Direct Lease”) the term of which wouldcommenceimmediatelyupontheexpirationofthePrimeLease.

(c)Notwithstanding anything herein to the contrary, if the Prime Lease expires orterminatesatanytimeduringtheSubleaseTerm,thenthisSubleaseshallalsoterminateautomaticallyasofthedateofthePrimeLeaseexpirationorearlytermination;provided,however, Sublandlord agrees not to voluntarily cancel or surrender the Prime Lease without theprior written consent of Subtenant (not to be unreasonably withheld, conditioned, or delayed), solongas Subtenant is not in default beyond any applicablenotice and cureperiod, unless Landlord

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agrees to recognize the rights of Subtenant in the Subleased Premises through a direct lease;provided further, however, that (i) if the Prime Lease terminates as a result of a default bySubtenant under this Sublease, then Subtenant shall be liable to Sublandlord for all damages as aresultofsuchtermination,and(ii)theforegoingshallnotrestrictSublandlord’srighttoterminate the Prime Lease as a result of any casualty or condemnation, in accordance with thetermsofthePrimeLease.

4.Measurement.The square footage of 65,496 rentable square feet shall be used forthe calculation of Sublease Base Rent and is final and binding by agreement of Sublandlord andSubtenant.

5. SubleaseBaseRent,RealEstateTaxesandUtilities.

a.SubleaseBaseRent.CommencingonApril1,2024(the“SubleaseRentCommencement Date”), Subtenant shall pay the Sublease Base Rent (as defined herein) and alltaxes applicable thereto, and other amounts due to Sublandlord as provided herein, by the firstdayofeach calendar monthwithoutnoticeor demandbySublandlord.

Theamountof“SubleaseBaseRent”shallbepaidaccordingtothefollowingschedule:

Sublease Term byMonth(s)	RSFofSubleasedPremises	AnnualRatePerRSF	AnnualSubleaseBaseRent	Monthly Installments ofSubleaseBaseRent
SubleaseCommencementDate–3/31/2024	65,496	abated	abated	abated
4/1/24 – 3/31/25	65,496	$19.55	$1,280,446.80	$106,703.90
4/1/25 - 3/31/26	65,496	$20.14	$1,318,860.20	$109,905.02
4/1/26 - 3/31/27	65,496	$20.74	$1,358,426.01	$113,202.17
4/1/27 - 3/31/28	65,496	$21.36	$1,399,178.79	$116,598.23
4/1/28–SubleaseExpirationDate	65,496	$22.00	$1,441,154.15	$120,096.18

b.AbatementofSubleaseBaseRent.SublandlordandSubtenantacknowledge that Subtenant is currently party to a lease for the building at 9405 SW Gemini,Beaverton,Oregon,(“Subtenant’sGeminiPremises”)acopyofwhich(withfinancialinformation redacted) is attached hereto as Exhibit E (“Subtenant’s Gemini Lease”), whichcurrently has an expiration date of March 31, 2024.The parties agree that Subtenant shall haveno obligation to pay Sublease Base Rent or Additional Rent prior to the expiration of Subtenant’sGemini Lease on March 31, 2024.Commencing no later than thirty (30) days following theSublease Commencement Date, Subtenant shall use diligent efforts (including retaining JonesLangLaSalleBrokerage,Inc.orotherhighqualityrealestatebrokeragefirm)tomarketSubtenant’s Gemini Premises for the purpose of identifying a replacement tenant or subtenant forSubtenant’s Gemini Premises and to eliminate or reduce Subtenant’s financial obligations withrespectto  Subtenant’sGeminiLease. Subtenantshall  provide  regular,  detailedupdates  to

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Sublandlord of Subtenant’s efforts with respect to the foregoing (no less frequently than once perquarter). In the event Subtenant subleases all or any portion of Subtenant’s Gemini Premises,assigns any of its right, title or interest in Subtenant’s Gemini Lease, terminates all or anyobligationsofSubtenantpursuanttoSubtenant’sGeminiLeaseorotherwiseeliminatesorreducesSubtenant’sfinancialobligationswithrespecttoSubtenant’sGeminiLeaseorSubtenant’s Gemini Premises (including, without limitation, rent, operating expenses, utilitycharges and fees, common area maintenance charges, insurance, repair and maintenance costs,and all other amounts typically incurred by Subtenant in connection with Subtenant’s GeminiPremises)(the“GeminiPremisesFinancialObligations”),thenSubtenantshallpaytoSublandlord fifty percent (50%) of all savings or reduction in any Gemini Premises FinancialObligations(includinganyamountspaidtoSubtenantinconnectionwithanysubleaseorassignment), net of any out of pocket costs reasonably incurred by Subtenant following theSublease Commencement Date in connection with the sublease, assignment or termination ofSubtenant’s Gemini Lease or Subtenant’s Gemini Premises (such total savings and/or reductionbeing the “Gemini Premises Savings”).Within thirty (30) days following the date on whichSubtenant executes an agreement by which any Gemini Savings will result, Subtenant shalldeliver to Sublandlord for review a detailed calculation of the Gemini Savings.   Upon approvalof such calculation by Sublandlord, Subtenant shall remit to Sublandlord fifty percent (50%) ofany Gemini Savings already obtained by Subtenant in equal monthly payments over the length ofthe term of the Subtenant’s Gemini Lease (which expires March 31, 2024) (the “Gemini LeaseTerm”) and shall thereafter remit any additional Gemini Savings that Subtenant obtains duringthe Sublease Term in equal monthly payments over the remaining length of the Gemini LeaseTerm.Notwithstandingtheforegoing,innowayistheeffectivenessofthisSubleaseconditioned upon Subtenant’s ability to sublease Subtenant’s Gemini Premises or to eliminate orreduce any of Subtenant’s Gemini Premises Financial Obligations and this Sublease shall remainin full force and effect notwithstanding any failure or inability of Subtenant to sublease theSubtenant’sGeminiPremisesorreduceanyGeminiPremisesFinancialObligations.

c.Operating Expenses.From and after the Sublease Rent CommencementDate, Tenant will pay as Additional Rent 100% of all Operating Expenses (including, withoutlimitation, all Real Property Taxes, Utility and Service Costs, and Insurance Premiums) chargedby Landlord to Sublandlord pursuant to the Prime Lease.Estimated payments shall be mademonthly on or before the first day of each calendar month each in the amount of Landlord’s thencurrent estimate.Sublandlord shall deliver to Subtenant a copy of any Landlord’s determinationof estimated and actual annual Operating Expenses (as referenced in Sections 1.06(a) and (b) ofExhibit C to the Prime Lease) received by Sublandlord (“Landlord’sOperatingExpensesStatement”) within thirty (30) days after Sublandlord’s receipt thereof.If Subtenant has areasonable basis to believe that the Landlord’s determination of actual Operating Expenses isincorrectinanymaterialrespect,thenonnotmorethanone(1)occasionpercalendaryearduring the Sublease Term, Subtenant may, within no more than ten (10) business days followingSublandlord’s delivery of Landlord’s Operating Expense Statement, deliver a written notice toSublandlord specifying in reasonable detail the item(s) that Subtenant has a reasonable basis tobelieveisincorrectandstatingthatSubtenantdesirestoreviewLandlord’srecordsoftheOperating Expenses for the calendar year to which the Landlord’s Operating Expense Statementapplies (“Subtenant’s Review Notice”).Within ten (10) business days following Sublandlord’sreceiptofSubtenant’sReviewNotice,SublandlordshalldelivertoLandlordaReviewNoticeas

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such term defined in Section 3 of Exhibit C to the Prime Lease.Sublandlord shall thereafter, atSubtenant’s sole cost and expense, and except where such disclosure would violate the terms of anondisclosure agreement or confidentiality obligations between Sublandlord and Landlord, makeavailable to Subtenant any records of Landlord made available to Sublandlord for inspection inresponse to the Review Notice as provided in Section 3 of Exhibit C to the Prime Lease andSubtenantshallbeboundbyallobligationsofSublandlordundersuchSection3.Withinsixty

(60)daysaftertherecordsaremadeavailabletoSubtenant,SubtenantmaydelivertoSublandlord a written notice stating in reasonable detail any objection to Landlord’s OperatingExpense Statement for the applicable year (a “Subtenant Objection Notice”) and Sublandlordshall deliver such Subtenant Objection Notice to Landlord.Subtenant shall provide Sublandlordwith copies of all written communication between Landlord and Subtenant relating to any issuesraised in Subtenant’s Objection Notice; provided, however, Sublandlord shall have no obligationto advocate on Subtenant’s behalf or any liability to Subtenant in connection with Landlord’sfailure or refusal to modify Landlord’s Operating Expense Statement. If such process results inany credit received by Sublandlord under the Prime Lease, Sublandlord shall remit such credit asa credit against the next installment of Sublease Base Rent and Additional Rent due hereunder.Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any increasein Operating Expenses, damages, liabilities, costs or expenses (including reasonable attorneys’fees)arisinginconnectionwithSubtenant’sexerciseofanyrightsunderthisSection5(c).

d.Utilities.FromandaftertheSubleaseRentCommencementDate,Subtenant shall obtain and pay for electrical energy for the use of Subtenant in the SubleasedPremises by direct application to and arrangement with the public utility serving the Property, asprovided in Section 6 of the Prime Lease.Commencing on the Sublease Rent CommencementDate, Subtenant shall be responsible for paying for all utilities and other services provided to thePremises,includingwithoutlimitation,allchargesunderSection6ofthePrimeLease.Sublandlordshallnotbeliableforanyinterruption,failure,defect,changeinthesupply,character and/or quality of any utilities or other services provided to the Premises for any reasonexceptifdirectlyandsolelyattributabletothegrossnegligenceorwillfulmisconductofSublandlord.

e.Payment of Sublease Base Rent.Subtenant agrees to pay Sublease BaseRent without counterclaim, setoff, abatement, or deduction of any amount for any reason exceptas expressly provided in this Sublease.All Sublease Base Rent payments shall be sent to theaddress designated by Sublandlord in writing, which Sublandlord may change from time-to-timewith prior written notice to Subtenant.Any partial month of Sublease Base Rent shall be pro-rated.Subtenant shall be solely liable for (and shall indemnify, defend, and hold Sublandlordharmless with regard to) the cost of any third party services or special services from Landlordrequested by Subtenant.If Subtenant fails to pay any Sublease Rent or Additional Rent or otherchargesdueunderthisSubleasewithinfive(5)businessdaysaftersuchpaymentisdue,andsuch failure to pay occurs more than one (1) time in any twelve (12) month period, Subtenantshall pay Sublandlord a late charge equal to five percent (5%) of the amount so payable. Thisprovisionshallsurvivetheexpiration or earliertermination of this Sublease.

6.SecurityDeposit.TosecurethefaithfulperformancebySubtenantofallthecovenants,conditionsandagreementsinthisSublease,SubtenantshalldelivertoSublandlorda

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security deposit in the amount of $120,096.18 (“Security Deposit”) upon the execution of thisSublease. If Subtenant defaults (beyond any applicable notice and cure period) with respect toany provision of this Sublease, including without limitation the payment of any Sublease BaseRent or Additional Rent, then Sublandlord may use, apply, draw upon or retain all or any part ofthe Security Deposit to the extent necessary for the payment of any rent, or to compensateSublandlordforanyotherloss,costordamagethatSublandlordmaysufferbyreasonofSubtenant’s default. If any portion of the Security Deposit is so used, applied, or drawn upon,thenSubtenantshall,withinthirty(30)daysafternoticethereof,depositcashwithSublandlordin an amount sufficient to restore the Security Deposit to its original amount. Subtenant’s failuretodososhallbeanautomaticEventofDefaultunderthisSubleasewithoutanyadditionalnotice. Sublandlord shall not, unless otherwise required by law, be required to keep the SecurityDeposit separate from its general funds. Sublandlord shall not be required to pay interest toSubtenant with respect to the Security Deposit. The Security Deposit or any balance thereof (ifany) less any amount retained by Sublandlord to cure any defaults pursuant to the terms of thisSubleaseshallbereturnedtoSubtenant(ortothelasttransfereeofSubtenant’sinteresthereunder)withinthirty(30)daysaftertheexpirationoftheSubleaseTerm(orsoonerterminationofthisSublease),providedthatSubtenantvacatestheSubleasedPremisesinaccordance with this Sublease and Subtenant surrenders possession thereof to Sublandlord in theconditionrequiredunderthis Sublease.

7. ConditionofSubleasedPremises.

a.As-Is.Subtenant agrees Sublandlord shall deliver the Subleased Premises andSubtenant shall accept the Subleased Premises “AS IS”, with “ALL FAULTS” and “WITHOUTANY REPRESENTATION OR WARRANTIES”.Subtenant hereby waives and disclaims anyobjectionorcauseofactionbasedupon,orclaimthatitsobligationshereundershouldbereduced or limited because of, the physical condition of the Subleased Premises or the suitabilityof same for Subtenant’s purposes. SubtenantacknowledgesthatSublandlord,Sublandlord’sagent or employees, and Landlord have not made any representations or warranties with respectto the physical condition of the Subleased Premises or with respect to the suitability of the sameforSubtenant’spurposes,exceptasspecificallyprovidedinSection 9(b)below.Subtenantexpressly represents and warrants that Subtenant has relied solely on its own investigation andinspectionoftheSubleasedPremisesinitsdecisiontoenterintothe Sublease andlettheSubleased Premises. Any alterations or work performed in the Subleased Premises shall be doneatSubtenant’ssolecostandexpense,withoutanytenantimprovementallowancefromSublandlord,andshallbeperformedinaccordancewiththePrimeLease,inagoodandworkmanlikemanner,andincompliancewithallapplicablelaws,buildingcodes,andregulations.

b.Existing Furniture. Upon the Sublease Commencement Date, Subtenant shallpurchase all existing furniture in the Subleased Premises (as further described in Exhibit Cattached, and referred to herein as “Existing Furniture”), “AS IS”, “WHERE IS” with “ALLFAULTS”and“WITHOUTANYREPRESENTATIONORWARRANTIES”for$1.00.Nothing contained herein shall be deemed a representation, warranty or guaranty by or fromSublandlordastothecondition,value,utilityormerchantabilityofortotheExistingFurniture,oranyportionthereof,andSublandlordexpresslydisclaimsanyandallwarrantiesinconnection

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withtheExistingFurniture,including,withoutlimitation,warrantiesofmerchantability,condition,andfitness,andinnoeventshallSublandlordhaveanyliabilityorresponsibilityofany type whatsoever with respect thereto. Subject to the foregoing, Sublandlord shall execute aBillofSaleintheformattachedheretoasExhibitDconveyingtheExistingFurnituretoSubtenant. Subtenant shall remove all Existing Furniture at the end of the Sublease Term andrepairany damage caused by suchremoval.

8.Use.Subtenant will use and occupy the Subleased Premises only for generaloffice and other legal related uses, and in accordance with the applicable provisions of thisSublease and the Prime Lease. Subtenant covenants not to use the Subleased Premises for anyother purpose whatsoever without first obtaining Sublandlord’s and Landlord’s prior writtenconsent (which Sublandlord will not unreasonably withhold, provided that Sublandlord mayrequireSubtenanttodepositanadditionalSecurityDepositwithSublandlordintheeventSublandlord, in its discretion, determines such is warranted as a result of the other purpose forwhichSubtenantdesirestousetheSubleasedPremise,providedthattheSecurityDeposit(including any additional Security Deposit) shall not be more than Two Hundred percent (200%)of the original Security Deposit hereunder), and not to use or occupy (or suffer or permit the useor occupancy of) the Subleased Premises or any part thereof in any manner which might becontrary to the terms and conditions of this Sublease or the Prime Lease. Subtenant shall complywith all laws relating to the use, condition, access to, and occupancy of the Subleased Premises,including without limitation obtaining all required licenses and permits for Subtenant to conductbusinessattheSubleasedPremises.

9. Representations and Warranties.

a.BySubtenant.SubtenantrepresentsandwarrantstoSublandlordthat:(a)Subtenantisacorporationdulyorganized,validlyexistingandingoodstandingunderthelawsof Oregon, the jurisdiction in which it is organized and has full power and authority to carry outits obligations under this Sublease; and (b) the execution and delivery of this Sublease bySubtenant has been duly and validly authorized by all necessary action of Subtenant, has beendulyexecutedandvalidlydeliveredbySubtenant,andisthelegal,validandbindingobligationofSubtenant,enforceableinaccordancewithitsterms.

b. BySublandlord.  SublandlordrepresentsandwarrantstoSubtenantthat:

(a) Exhibit B to this Sublease is a true and complete copy of the Prime Lease and is in full forceand effect and has not been amended or modified; (b) to Sublandlord’s knowledge, SublandlordhasreceivednonoticeofdefaultunderthePrimeLeasewhichhasnotbeencuredorsatisfied;

(c)SublandlordistheholderoftheinterestoftheTenantunderthePrimeLeaseand,toSublandlord’s knowledge, Sublandlord’s interest as Tenant under the Prime Lease is not thesubjectofanylien,assignment,conflictingsublease,orotherhypothecationorpledge;

(d)Sublandlord has given no notice of default to the Landlord under the Prime Lease which hasnot been cured or satisfied; (e) Sublandlord is a company duly organized, validly existing and ingood standing under the laws of Oregon and has full power and authority to carry out itsobligations under this Sublease and the Prime Lease; (f) the execution and delivery of thisSubleasebySublandlordhasbeendulyandvalidlyauthorizedbyallnecessaryactionofSublandlord,hasbeendulyexecutedandvalidlydeliveredbySublandlord,andisthelegal,valid

10

 

andbindingobligationofSublandlord,enforceableinaccordancewithitsterms;(g) toSublandlord’s knowledge, Sublandlord has not, prior to the Sublease Commencement Date,caused or permitted any Hazardous Materials (as defined in the Prime Lease) to be brought upon,kept, stored, discharged, released, or used in, under, or about any portion of the SubleasedPremises in violation of applicable Laws without the prior written consent of Landlord, provided,however such representation does not apply to small amounts of Hazardous Materials permittedunder Section 5.06 of the Prime Lease; and (h) to Sublandlord’s knowledge, Sublandlord has notreceived any written notice from a governmental agency of any violations of any Laws (asdefined in the Prime Lease) relating to the storage, discharge, release or use of HazardousMaterialsaffecting the Subleased Premises.

10.Insurance.Subtenant shall, at its sole cost and expense, obtain the insurancepolicies required of Tenant under the first paragraph of Section 14 of the Prime Lease. Each suchpolicyshallnameSublandlordandLandlordasadditionalinsureds.

11.InspectionRights.Uponone(1)day’spriornotice,whichmaybegiventoSubtenant without following the Notice requirements in Section 17 so long as such notice isprovided to Sue Taylor at: telephone:(503) 469-4659 (work) and (503) 560-0834 (mobile) oremail: Sue.Taylor@digimarc.com (or such other individual that Subtenant designates in writing(including such individual’s name, phone number and email address) from time to time) bothverbally by phone and in writing by email (or no notice in the event of a bona fide emergencymeaning an imminentthreatofpropertydamage orbodilyinjury), andfromtimeto time,Sublandlord shall have the right to inspect the Subleased Premises. Sublandlord agrees to usecommercially reasonable means to minimize any interruption to Subtenant’s business in theSublease Premises as a result of such inspection.   Sublandlord and Landlord shall have allaccess rights granted to Landlord under the terms and conditions of Section 10.01 and otherwiseunderthe PrimeLease.

12.Assignment/Subletting.Subtenantshallnotassign,transfer,orsublettheSubleasedPremises,inwholeoranypart,oranyrightorobligationhereunder,withoutSublandlord and Landlord’s prior written consent, which Sublandlord agrees to not unreasonablywithhold, condition or delay.Any sub-sublease or assignment by Subtenant shall be subject tothe terms of the Prime Lease and this Sublease, and Subtenant shall remain primarily liablehereunder.

13.Alterations and Improvements.Notwithstanding anything to the contrary set outherein or in the Prime Lease, Subtenant shall not make any Alterations (including withoutlimitation, any Cosmetic Alterations), additions or improvements to, or install any fixtures in, theSubleasedPremiseswithoutfirstobtainingthewrittenconsentofSublandlord(nottobeunreasonablywithheld,conditionedordelayed)andLandlord,provided,however,ifanyAlterations do not require the consent of Landlord under the Prime Lease, then such Alterationsshall be subject only to the consent of Sublandlord. Subject to Landlord’s approval, Sublandlordhereby consents to Subtenant’s construction and installation of the improvements described inExhibitFattachedhereto(“Subtenant’sInitialAlterations”)followingtheSubleaseCommencementDate,pursuanttotherequirementsof Section9.04of the PrimeLease.

11

 

14.RepairandMaintenance.SublandlordshallhavenoobligationtorepairormaintainanyportionoftheSubleasedPremisesortheProperty,provideanyserviceswithrespect to, or make any alterations or improvements to the Subleased Premises for the benefit ofSubtenantorotherwise,itbeingacknowledgedandagreedthat allobligations withrespectthereto, if the responsibility of Landlord under the Prime Lease, remain solely the obligations ofLandlord thereunder.   Subtenant shall be responsible, at Subtenant’s sole cost and expense, forall repairs and maintenance to the Subleased Premises during the Sublease Term which are notexpressly the obligation of Landlord under the Prime Lease, as provided in Section 9.02 of thePrimeLease.Withrespecttothenon-performance,defaultorbreachbyLandlordofitsobligations under the Prime Lease, Sublandlord shall timely and reasonably cooperate withSubtenanttoobtainLandlord’sperformanceorLandlord’scureofsuchbreachordefault,including, but not limited to, Landlord’s maintenance obligations, if any, set forth in the PrimeLease; provided, however, Sublandlord’s sole obligation with respect thereto shall be to requestsuch performance or cure from the Landlord following a request in writing by Subtenant. Thisprovisionshallsurvivetheexpiration or earliertermination ofthis Sublease.

15.Right to Cure Subtenant’s Defaults and Damages. If Subtenant shall at any timefail to make any payment or perform any other obligation of Subtenant hereunder within theapplicable cure period, if any, set out in this Sublease, then Sublandlord, without prejudice to itsother rights (including, but not limited to, terminating this Sublease immediately upon writtennoticetoSubtenant,inadditiontoalloftheremediesavailabletoLandlordunderthePrimeLease in the event of a like default or failure on the part of Sublandlord, as tenant thereunder),shall have the right, but not the obligation, without waiving or releasing Subtenant from anyobligations of Subtenant hereunder, to make such payment or perform such other obligation ofSubtenant in such manner to such extent as Sublandlord shall deem necessary, and in exercisingany such right, to pay any incidental costs and expenses and incur and pay reasonable attorneys’fees. Subtenant shall pay to Sublandlord upon demand all sums so paid by Sublandlord and allincidental costs and expenses of Sublandlord in connection therewith, together with interestthereof at the lower of eight percent (8%) or the then maximum rate of interest which maylawfully be collected from Subtenant, from the date of Sublandlord making such expenditures.Such remedies shall be in addition to all other remedies available to Sublandlord under thisSublease,atlawandinequity.

16.Surrender on Termination.Subtenant shall, at its sole cost and expense, surrenderand vacate the Subleased Premises and deliver unencumbered and vacant possession of theSubleased Premises to Sublandlord on the Sublease Expiration Date, or any earlier termination ofthis Sublease, and shall, at its sole cost and expense, on or prior to such date, remove therefromany and all of its personal property, furniture (including the Existing Furniture), and furnishingslocated therein (including but not limited to any cabling installed by Subtenant, its vendors,contractorsoragents,aswellasSubtenant’ssecuredaccessorothersecuritysystem)(“Subtenant’sProperty”) and repair and restore all damage to the Subleased Premises causedby Subtenant’s use and occupancy of the Subleased Premises (ordinary wear and tear excepted),including without limitation, the removal of Subtenant’s Property as required herein. In addition,Subtenant shall perform all obligations of Sublandlord pursuant to Section 5 of Exhibit G of thePrimeLeasewithrespecttoanyItemsinstalledontheroofbySublandlord,whichItemsarelistedonExhibit GofthisSublease,attachedheretoandincorporatedherein.Subtenantshall

12

 

pay to Sublandlord, upon demand, all sums so paid by Sublandlord and all incidental costs andexpenses of Sublandlord in connection therewith, together with interest at the then maximum rateofinterestwhichmay belawfullycollected fromSubtenant,fromthedateofSublandlordmakingsuchexpenditures.NotwithstandinganythingtothecontraryinthePrimeLease,Subtenant shall pay Sublandlord a sum for each day that Subtenant retains possession of theSubleased Premises or any part thereof after expiration or earlier termination of this Sublease, bylapse of time or otherwise, an amount equal to one hundred fifty percent (150%) of the rent andany other amounts Sublandlord is required to pay Landlord under the Prime Lease for theSubleased Premises and Subtenant shall also pay to Sublandlord damages, consequential as wellas direct, sustained by Sublandlord by reason of such retention, including, without limitation,reasonable attorneys’ fees.Subtenant acknowledges that the Prime Lease is scheduled to expireon August 31, 2028; therefore, time is of the essence with respect to Subtenant’s obligation tosurrender the Subleased Premises in accordance with the terms of this Sublease and the PrimeLease.NothinginthisSection,however,shallbeconstruedoroperateasawaiverofSublandlord’srightofreentryoranyotherrightofSublandlordunderthisSubleaseorofLandlord under the Prime Lease. Notwithstanding the foregoing, ifSubtenant enters into aSubtenant Direct Lease with Landlord and delivers to Sublandlord a written agreement executedby Landlord in a form satisfactory to Sublandlord (i) agreeing that Subtenant may remain inpossession of the Subleased Premises following the expiration or earlier termination of thisSublease, and (ii) releasing Sublandlord from any and all liability with respect to the condition ofthe Subleased Premises and Section 27.01 of the Prime Lease, then Subtenant shall have noobligationtosurrenderandvacatetheSubleasedPremisesasprovidedinthisSection 16;providedthatSubtenantshallreleaseSublandlordfromandindemnify,defendandholdSublandlordharmlessfromandagainstanyandallclaimsrelatingtotheconditionofthePremises as of the Sublease Expiration Date and any obligations of Sublandlord to surrender andvacate the Premises set out in Section 27.01 and otherwise in the Prime Lease. This provisionshallsurvivethe expiration orearliertermination ofthis Sublease.

17.Notices.Any notice, statement, demand or other communication (“Notice”) byone party to the other shall be given in writing and shall be effective upon receipt or refusal if (i)delivered by hand or (ii) sent via overnight mail by a nationally recognized express deliveryservice,whenaddressedtoSubtenantorSublandlordas follows:

NoticetoSublandlord:

Fiserv,Inc.

Attn:GeneralCounsel’sOffice

4000NW120thAvenue,MS/CON–REAL

Coral Springs, FL 33065NoticetoSubtenant:

DigimarcCorporationAttn:Sue Taylor

8500 SW Creekside PlaceBeaverton,Oregon97008

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Either partymaychangeitsnotice address from time-to-timeby providingpriorwrittennoticeofthesametotheotherparty.

18.EntireAgreement;Modification;Waiver.ThisSubleasecontainstheentireagreementbetweenSubtenantandSublandlordwithrespecttotheSubleasedPremisesandsupersedesallotheragreementsorotherunderstandingsofthepartieswithrespecttotheSubleased Premises. This Sublease shall not be modified except by a writing executed by theparties. No waiver shall be deemed to have been made unless expressed in writing and signed byanauthorized representative of the waiving party.

19.No One Party Deemed Drafter.Each party to this Sublease acknowledges thatsuch party has been represented by legal counsel in preparation of this Sublease. If this Subleaseor any provision hereof is interpreted by a court of law, no provision hereof shall be construedmoreharshly against anypartyas drafter.

20.Counterparts.   This Sublease may be executed in any number of counterparts,each of which shall be deemed an original and all of which shall together constitute one and thesame instrument. Facsimile or electronic (PDF) signatures shall be treated as if they are originalsignatures.

21. Indemnity.

a.Subtenant shall indemnify, defend and hold harmless Sublandlord and itsofficers,directors,members,employees,agents,affiliates,successorsandassignsfromandagainstalllosses,costs,damages,expensesandliabilities,including,withoutlimitation,reasonable attorneys’ fees, incurred by Sublandlord to the extent arising out of (a) any accidents,damages or injuries to persons or property occurring in or on the Subleased Premises during theSublease Term; (b) any breach of this Sublease by Subtenant; (c) any work done in or to theSubleased Premises by or on behalf of Subtenant; (d) any act, omission or negligence on the partof Subtenant and/or its officers, employees, agents, customers and/or invitees, or any personclaimingthroughorunderSubtenant;(e)anyclaimsmadebytheLandlordunderthePrimeLease to the extent arising out of Subtenant’s acts or omissions or its use and occupancy of theSubleased Premises during the Sublease Term; or (f) any claims made by Landlord pursuant toSection 5.09 of the Prime Lease arising out of or caused in whole or in part, by or in connectionwith Subtenant’s use or possession of the Subleased Premises or otherwise arising on or after theSubleaseCommencementDate(a“SubtenantClaim”).Notwithstandingtheforegoing,Subtenant shall not be required to indemnify Sublandlord or hold Sublandlord harmless to theextentthatthegrossnegligenceorintentionalmisconductonthepartofSublandlordorSublandlord’s breach of its obligations under this Sublease or the Prime Lease resulted in aSubtenantClaim.

b.Sublandlord shall indemnify, defend and hold harmless Subtenant and itsofficers,directors,members,employees,agents,affiliates,successorsandassignsfromandagainstalllosses,costs,damages,expensesandliabilities,including,withoutlimitation,

14

 

reasonableattorneys’fees,incurredbySubtenanttotheextentarisingoutof(a)anybreachofthis Sublease by Sublandlord; (b) any work done in or to the Subleased Premises by or on behalfofSublandlordpriortotheSubleaseCommencementDate;or(c) anyclaimsagainsttheSubtenant made by the Landlord under the Prime Lease to the extent arising out of Sublandlord’sacts or omissions or its use and occupancy of the Subleased Premises prior to the SubleaseCommencement Date (a “Sublandlord Claim”). Notwithstanding the foregoing, Sublandlordshall not be required to indemnify Subtenant or hold Subtenant harmless to the extent that thenegligence or intentional misconduct on the part of Subtenant or Subtenant’s breach of itsobligationsunderthisSubleaseresultedinaSublandlordClaim.

c.Under no circumstances shall the parties by liable to each other under anytheory of tort, contract, strict liability or other legal or equitable theory for any punitive, special,incidental, indirect or consequential damages each of which is excluded by agreement of thepartiesregardlessofwhetherornotanypartyhasbeenadvisedofthepossibilityofsuchdamages. The foregoing sentence shall not in any way diminish the parties’ indemnificationobligations under this Section 21 or excuse Subtenant’s failure to pay the express payments andobligations under this Sublease as and when due. This provision shall survive the expiration orearlierterminationof thisSublease.

22.Default byLandlord.Sublandlordshallnotberesponsibleor liablefor anyviolation or default by Landlord under the Prime Lease and shall not be obligated to bring anyaction or proceeding or to take any steps to enforce Sublandlord’s rights against Prime Landlordother than, upon the written request of Subtenant, making a demand upon Prime Landlord toperform its obligations under the Prime Lease with respect to the Sublease Premises, including,without limitation, the obligation to provide the number of parking spaces set out in Section 7.03of the Prime Lease. This provision shall survive the expiration or earlier termination of thisSublease.

23.Brokers.ThePartiesacknowledgeandagreethatneitherSublandlordnorSubtenant utilized a broker in connection with this transaction except Deron Jones and JustinHaber of Jones Lang LaSalle Brokerage, Inc. (“Sublandlord’s Broker”) who represents theSublandlordandEricTurnerandCraigReinhartofJonesLangLaSalleBrokerage,Inc.(“Subtenant’s Broker”) who represents the Subtenant. Each party agrees to indemnify and holdtheotherpartyharmlessofandfromallclaims,liabilities,costs,expensesanddamagesarisingas a result of a breach of the representation and warranty set forth in the preceding sentence. Thefee for the Subtenant’s Broker shall be paid under a separate agreement with Sublandlord’sBroker and Sublandlord shall be solely responsible for any fee owed to Sublandlord’s Broker.Thisprovisionshallsurvivetheexpirationor earliertermination ofthis Sublease.

24.Signage.Subtenant may, at Subtenant’s sole cost and expense, and subject to theprior written consent of Landlord and Sublandlord and subject to all applicable Laws, installexterior signage that substantially conforms to the existing exterior Building and Project signageandasdepictedinExhibit FofthePrimeLease,exceptthatSublandlord’snameshallbereplacedbySubtenant’sname.AllotherexteriorsignagetobeinstalledbySubtenant(“Subtenant’s Amended Signage”) shall be subject to the following terms and conditions: (a)followingapprovalthereofbyLandlordandSublandlord(whichapprovalbySublandlordshall

15

 

notbeunreasonablywithheld,conditioned,ordelayed),Subtenantshallsubmitplansanddrawings for Subtenant’s Amended Signage to any and all public authorities having jurisdictionand shall obtain written approval from each such jurisdiction prior to installation, and shall fullycomply with all applicable Laws and all covenants, conditions and restrictions affecting theProperty; and (b) Subtenant shall, at Subtenant's sole cost and expense, design, construct andinstall the Subtenant’s Amended Signage in accordance with all applicable Laws. Subtenant shallmaintain all of Subtenant’s exterior signage located on the Building and in the Project in goodcondition and repair, and all cost of maintenance and repair shall be borne by Subtenant. UpontheexpirationorearlierterminationofthisSublease,ifSubtenantfailstoremoveanyofSubtenant’s exterior signage and repair the Building or Project, as applicable, in accordance withthe terms of the Prime Lease, Sublandlord may cause such signage to be removed from theBuilding or Project and the Building or Project to be repaired and restored to the condition whichexisted prior to the installation of such signage (including, if necessary, the replacement of anyprecastconcretepanels),allatthesolecostandexpenseofSubtenantandotherwiseinaccordance with this Sublease without further notice from Sublandlord notwithstanding anythingto the contrary contained in this Sublease.Notwithstanding the foregoing, if Subtenant entersintoaSubtenantDirectLeaseandLandlorddeliverstoSublandlordawrittenagreementexecuted by Landlord in a form satisfactory to Sublandlord (i) agreeing that such signage mayremain in place following the expiration or earlier termination of this Sublease, and (ii) releasingSublandlord from any and all liability with respect to such signage and Sections 7.06 and 7.07 ofthe Prime Lease, then Subtenant shall have no obligation to remove the signage as provided inthisSection24.

25.Parking.Subtenant shall be entitled to utilize the parking spaces provided toSublandlord under the Prime Lease, provided that Subtenant shall be required to comply with theprovisions of the Prime Lease that relate to parking: Subtenant shall be responsible for anyreplacementfeechargedduetothelossofanymagneticparkingcardorparkingstickerissuedby Landlord, the parking facility operator, or any of their agents. Any additional parking shall besecured by the Subtenant directly from the Landlord, provided such additional parking is at noadditionalcost or liabilitytoSublandlord.

26.BuildingAccess.SubtenantshallhaveaccesstothePremisespursuanttotheterms in the Prime Lease.Notwithstanding anything herein or in the Prime Lease to the contrary,intheeventSubtenantdesiresitsownsecuredaccesssystemtotheSubleasedPremises,Subtenant shall be responsible for the installation thereof, in accordance with any applicableprovisionsofthePrimeLease.

27.No Jury Trial.IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDINGARISINGOUTOFORINCONNECTIONWITHTHISSUBLEASEEACHOFTHESUBLANDLORD AND THE SUBTENANT HEREBY WAIVES ITS RIGHTS TO A TRIALBYJURY.

28.Landlord’s Consent.The effectiveness of this Sublease is expressly conditionedupon the Landlord providing its written consent hereto (“Landlord’s Consent”). Subtenant shalldeliver (in any reasonably prompt manner not to exceed three (3) business days) to SublandlordanyinformationreasonablyrequestedbyLandlordinconnectionwithLandlord’sapprovalof

16

 

thisSublease,includingwithoutlimitationwithrespecttothenatureandoperationofSubtenant’s business and/or the financial condition of Subtenant. In connection with requestingLandlord’sConsent,Sublandlordshall(i)havenoliabilitytoSubtenantintheeventthatLandlord does not give Landlord’s Consent and (ii) not be required to pay any consideration toLandlord in order to obtain Landlord’s Consent or to commence a legal proceeding againstLandlord, with Subtenant being obligated to pay any consideration required by Landlord inconnection with evaluating whether or not it will grant Landlord’s Consent to this Sublease.Notwithstanding anything contained in this Sublease to the contrary, if Landlord’s Consent is notobtained within sixty (60) days of the Effective Date, Subtenant and Sublandlord shall each havethe right to terminate this Sublease by written notice to the other party (“Termination Notice”).UponreceiptoftheTerminationNoticebySublandlordorSubtenant,thisSubleaseshallautomaticallybedeemednulland void and of no further force or effect, and any SecurityDeposit paid by Subtenant to Sublandlord shall promptly be returned to Subtenant. In the event ofanyconflictbetweenSection16orSection21(a)ofthisSubleaseandthetermsoftheLandlord’sConsent,as between Sublandlordand Subtenant, thetermsof this Sublease shallcontrol.

29.Anti-terrorismStatuteCompliance.SubtenantandSublandlordherebyeachrepresents and warrants to the other that it is not: (1) in violation of any Anti-Terrorism Law; (2)conducting any business or engaging in any transaction or dealing with any Prohibited Person,including the making or receiving or any contribution of funds, goods or services to or for thebenefit of any Prohibited Person; (3) dealing in, or otherwise engaging in any transaction relatingto, any property or interest in property blocked pursuant to Executive Order No. 13224; (4)engaging in or conspiring to engage in any transaction that evades or avoids, or had the purposeof evading or avoiding, or attempts to violate any of the prohibitions set forth in any Anti-Terrorism Law; or (5) a Prohibited Person, nor are any of its partners, members, managers,officers or directors a Prohibited Person. As used herein, “Antiterrorism Law” is defined as anylaw relating to terrorism, anti-terrorism, money laundering or anti-money laundering activities,including Executive Order No. 13224 and Title 3 of the USA Patriot Act. As used herein“Executive Order No. 13224” is defined as Executive Order No. 13224 on Terrorist Financingeffective September 24, 2001, and relating to “Blocking Property and Prohibiting TransactionsWith Persons Who Commit, or Support Terrorism.” “Prohibited Person” is defined as (1) aperson or entity that is listed in the Annex to Executive Order 13224; (ii) a person or entity withwhomSubtenantorSublandlordisprohibitedfromdealingorotherwiseengaginginanytransaction by any Antiterrorism Law, or (iii) a person or entity that is named as a “speciallydesignated national and blocked person” on the most current list published by the U.S. TreasuryDepartmentOfficeOfForeignAssetsControlasitsofficialwebsite,http://www.treas.gov/ofac/tllsdn.pdforatanyreplacementwebsiteorotherofficialpublicationofsuchlist.“USAPatriotAct”isdefinedastheUnitingandStrengtheningAmericabyProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (PublicLaw 107-56). Each party hereby agrees to defend, indemnify, and hold harmless the other fromandagainstanyandallclaims,damages,losses,risks,liabilities,andexpenses(includingreasonable attorneys’ fees and costs) arising from or related to any breach of the foregoingrepresentations and warranties. This section shall survive the expiration or earlier termination ofthisSublease.

30.Relocation Allowance.Sublandlord shall reimburse Subtenant for out of pocketcostsincurredbySubtenant(nottoexceed$3.00perrentablesquarefootintheSubleased

17

 

Premises) (the “Relocation Allowance”) for relocation from the Subtenant’s Gemini Premises,setupoftheSubleasedPremises,andacquisitionofSubtenant’sfurniture,fixturesandequipment (including any security equipment or fire suppression equipment) in connection withSubtenant’srelocationtotheSubleasedPremises(suchcostsbeingthe“RelocationCosts”).The Relocation Allowance shall be paid by Sublandlord within thirty (30) days following receiptby Sublandlord of paid invoices detailing all such Relocation Costs, which shall be delivered toSublandlordnolaterthanninety(90)days following theSubleaseCommencementDate.

[SignaturePageFollows]

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INWITNESSWHEREOF,thepartiesheretohaveexecutedthisSubleaseasofthedayandyearwrittenabove.

Sublandlord:Subtenant:

FISERVSOLUTIONSLLCDIGIMARCCORPORATION

By:/s/ Stephen CooganBy: /s/ Charles Beck

Name:Name:

Title:Title:

19

 

EXHIBITA

SubleasedPremises

The "Building" and the "Project" in which the Subleased Premisesislocated are depicted below

19

155462073.4

HB:4860-1276-1863.7

 

EXHIBITB

Prime Lease[Seeattached]

21

155462073.4

HB:4860-1276-1863.7

 

EXECUTIONCOPY

LEASEAGREEMENT

BETWEEN

PDOFFICEOWNER11,L.P.,aDelawarelimitedpartnership,

asLandlord

AND

FISERV SOLUTIONS,LLC, a Wisconsinlimitedliability company,asTenant

8500SWCREEKSIDEPLACEBEAVERTON,OREGON

f0002176SSI

TABLEOFCONTENTS

Page

I. BasicLea-selnfonnationI

5.CompllanCiewith Laws;Use..............................,5

6.Electrichy......................................,6

7.BuHdingServices:ExteriorSignoge;RoofSpllu............................................••••-•7

8.Leasefioldfmprovemcnts......................................................................,9

9.RepairsandAIterations...........•..........................................•.0

I0.LandJord'sAccessll

11.AssignmentandSublettin,gl2

13. Indemnityarn:IWaiverofClaims13

14. Insurancel4

t5.Subrogation..........................................................................,.............•15

l7.Condemnation.16

22. HoldingOverl8

23. SubordinationtoMortgages;EstoppelCertificate19

100021765sI

24. TerminationRightofTenant.20

25. IntentionallyOmitted20

26.Notice........................,,20

27.SutrenderofPremises;Tenant'sProtectedInformation20

28.OptiontoRene•w..........................................................................................................,21

29. Confidentiality23

30. Miscellaneous23

EXHJBJTAEXHJ'BIT BEXHIBITCEXHIBIT DEXIDBITEEXHIBITF

EXfflBITG

EXIOBlTH

PREM1S£S, BUILDINGANDPROJECTPLAN

WORKLETTER

OPERATINGEXPENSESAND REALPROPERTYTAXES

RULESANDREGULATIONS

GUARANTYEXTERIOR SIGNACEROOF LICENSEPARKJNG

10002176S5I

ii

 

LEASEAGREEMENT

THIS LEASE AGREEMENT (the "Lease") is made and entered into as of February,2018,by andbetweenPD OFFICE OWNER11, L.P., aDelawarelimitedpartnership("Landlord") and FISERV SOLUTIONS, LLC. a Wisconsinlimited liability company("Tenant").

1. BaskLeaseInformation.

1.0I"Building" shall mean the entire building located at 8500 SW Creekside, Beaverton,Oregon and commonly known as the 8500 Building.The Landlord and Tenant agree thatthe "Rentable Square Footage of the Building" is deemed to be 65,496 rentable squarefeet. "Property" shall mean the Building and the parcel of land owned by Landlord onwhich the Building, the parking facilities and other improvements, if any, serving theBuilding arc located. The Property is part of the "Project" commonlyreferred to asCreekside Corporate Park.The Building and the Project are depicted on Exhibit Aattachedhereto.

1.02 "Premises"shallmeantheBuilding.

1.03 "CommencementDate"shallmeanAugust20,2018.

1.04 "RentCommencementDate"shallmeanJanuary20,2019.

1.05 ''ExpirationDate"shallmeanAugust31,2028.

1.06 "Term"shallmeantheperiodcommencingontheAccessDateandendingontheExpirationDate,unlesstenninatedearlyinaccordancewiththisLease.

1.07 "PermittedUse"shallmeangeneralofficeusesuchasformarketing,salesandadministration,andotherancillaryusesrelatedtheretoallowablebyLaws.

------

"BaseRent":

BaseRentPeriodBaseRentPRSFMonthlyAnnually

8/20/20188/31/2019

9/01/20198/31/2020

9/01/20208/31/2021

 

9/01/20218/31/2022

---

---

--

-

9/01/20228/31/2023

--

9/01/20238/31/2024

--

9/01/20248/31/2025

9/01/20258/31/2026

9/01/20268/31/2027

9/01/20278/31/2028

100021765.JI

 

1.10

"Tenant's Proportionate Share of Building" shall be computed by dividing the RentableSquare Footage of the Premises by the Rentable Square Footage of the Building and, as ofthe date of this Lease, shall be 100%."Tenant's Proportionate Share of Project" shallbe computed by dividing the Rentable Square Footage of the Premises by the RentableSquareFootageoftheProjectand,asofthedateofthisLease,shallbe12.4%.

"EstimatedInitialM OperatingExpenses":The estimatedmonthly OperatingExpensesin 2017is SIIIIII per rentable squarefoot (exclusive of electricityfor thePremises).This infonnation is not a representation or warranty of Landlord concerningsuchexpensesduringtheTenn ofthis Lease.

1.11 ••AccessDate"shallmeanAprilI,2018.

1.12 "Landlord Allowance": $.....whichsum shall includeaso-called"Test Fit Allowance" of$

I.I3"SecurityDeposit":None.

1.14 "Guarantor":Fiserv,(nc.,aWisconsincorporation.

1.15 "Broker":JonesLangLaSalle.

1.16 IntentionallyOmitted.

1.17 Tenant's Billing Address: Fiserv, 2900 Westside Parkway, Alpharetta, GA 30004,Attention: Bill Panzer, Global Real Estate-Workplace Solutions, Manager, Real EstateTransactions.

1.18 Landlord'sRemittanceAddress:PDOfficeOwner11,L.P.,MS111,P.O.Box4300,Portland,Oregon97208-4300.

1.19 AddressesforNotices:

IfloLandlord:

lftoTenant:

100021765jj2

PDOFFICEOWNER11,L.P.

c/o StarwoodCapitalGroup100PineStreet,Suite3000

SanFrancisco, California94111Attention:AndrewWong

withacopyto:

PDOFFICEOWNER11,L.P.

c/o StarwoodCapital Group591 West Putnam AvenueGreenwich,Connecticut06830Attention:GeneralCounsel

Fiserv Solutions,LLC2900WestsideParkway

Alpharetta,GA30004

Attention:VPGlobalRealEstateandWorkplaceSolutionsWitha copyto:

FISERV,INC.

255FiservDrive

Brookfield,WI53045Attention:GeneralCounsel

All capitalized terms used without definition in the text of this Lease are as defined in thisArticleI(BasicLeaseInformation).

2. LeaseGrant.

Landlordhereby leases the Premises to Tenant, andTenantherebyleases thePremisesfromLandlord,onandsubjecttothetermsandconditionsofthisLease.

3. ConditionofPremises;WorkLetter.

3.01 The Premises are accepted by Tenant in "AS IS" condition and configuration without anyrepresentationsorwarrantiesbyLandlord,exceptasotherwiseprovidedherein.

3.02 Landlord represents to Tenant that, as of the Commencement Date, (a) the mechanical,HYAC,plumbing andelectrical  systems serving the  Premises and  the structural  elementsof the Building will be in working order, (b) to the actual knowledge of Landlord, theHYAC system for the  Premises is of sufficient size and capacity to provide the  Premiseswith acceptable heating, ventilation and air conditioning services given the Pennitted Usehereunder, (c) the roof of the Building will be free of leaks and, to the actual knowledgeof Landlord, other defects, and (d) to the actual knowledge of Landlord, the Building is incompliancewithallLaws (asdefinedinSection5.01below),including,withoutlimitation, the Americans with Disabilities Act and regulations promulgated thereunder(the "ADA"). As used in this Lease, "to the actual knowledge of Landlord" and words ofsimilar import shallmean the actual  knowledge of  Andrew  Wong, without any  obligationof due inquiry, as of the Commencement Date.Tenant shall have the right, prior to theCommencement Date, to perform any and all tests and other inspections relating to theroof, mechanical, electrical and plumbing systems (including HYAC) and other structuralcomponents of the Building.If any of such tests or inspections indicate that there is adefectwithsuchBuilding systems and/or structuralcomponents, Tenant shall giveLandlord written notice of such defects, and Landlord  shall be required to  promptly curethe defect, at its sole costs and expenses, to Tenant's reasonably satisfaction. In addition,Landlord, at its sole cost and expense, on or before August 31, 2018, shall be required torepair and repaint that portion of the exterior of the Building that is currently bubblingand peeling, and shall be required to repair the tilt wall panel joint caulk and backer rod.Landlord hereby warrants to Tenant that, for a period of  twelve (12) months followingthe Commencement  Date, the roof and  the mechanical  systems (including the HVAC) oftheBuildingwillbefreeofdefectsandrepairs obligations.

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3.03 Tenant agrees to construct Tenant Work (as defined inExhibit B).and Landlord agreesto provide Tenant with a Landlord Allowance, in accordance withExhibit Battachedhereto.Tenant shall have access to the Premises commencing on the Access Date forpurposes of constructing Tenant Work and otherwise preparing the Premises for Tenant'sbusiness operations.Notwithstanding anything to the contrary contained in this Lease,Tenant shall not be obligated to pay Base Rent and Tenant's Proportionate Shar-e ofOperating Expenses (as definedinExhibit C)for the period from the Access DatethroughandincludingAugustI9,2018.

4,Rent.

4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly setforth inthis Lease, aJI Base Rent and Additional Rent due for the Term (collectively referred to as"Rent")."Additional Rent" means all sums (exclusive of Base Rent) that Tenant isrequired to pay Landlord under this Lease.Tenant shall pay and be liable for all rental,sales and  use tax.es (but excluding income taxes), if any, imposed upon or measured byRent.   Recurring monthly charges of  Additional  Rent shall be due and  payable in advanceon the first day of each calendar month without notice or demand.All other items of Rentshall be due andpayable by Tenant on or before 30  days after billing by Landlord.  Rentshall be made payable to the entity, and sent to the address, Landlord designates and shallbe madeby good andsufficientcheck orbywire transfer pursuantto an accountdesignated  by Landlord  upon request or by other means acceptable to Landlord.  Rent forany partial month during the Tenn shall be prorated.Tenant's covenant to pay Rent isindependentofeveryothercovenantinthisLease.

4.02 Tenant shall pay Landlord an administration fee equal to 5% of alJ past due Rent, providedthat Tenant shall be entitled to a grace period of 5 days for the first late payment of  Rent ina calendar year.In addition, past due Rent shall accrue interest at 12% per annumbutnotmore than the  maximum amount permitted  by applicable Law.Landlord's acceptance ofless than the correct amount of Rent shall be considered a payment on account of theearliest Rent due.No endorsement or statement ona check orletter accompanyingpaymentshallbeconsideredanaccordandsatisfactfon.

4.03 Upon execution and delivery of this Lease, Tenant shall pay to Landlord the installment ofBaseRentintheamountof$...representingBaseRentforperiodfromJanuary20, 20I 9  through  January 31, 20I9.   Notwithstanding anything to  the contrary containedin this Lease, so long as Tenant is not thenin Default under this Lease beyond anyapplicablecureperiod,Tenantshallnotbeobligatedto payBaseRentonlyforthefive(5)monthperiodfrom theCommencementDate through (but notincluding)theRentCommencementDate.

4.04 TenantshallpayTenant'sProportionateShareofOperatingExpensesinaccordancewith

ExhibitCofthis Lease.

4.05 Upon the execution and delivery of this Lease, Tenant shall cause Guarantor to deliver toLandlordtheoriginal,fully-executedGuarantyinthefonnannexedheretoasExhibitE.

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S.CompliancewithLaws;Use.

5.01 The Premises shall be used for the PennittedUse and for no other use whatsoever. Tenantshall comply withallLaws (including,withoutlimitation,theADA)regardingtheoperation of Tenant's business and  the  use, condition, configuration  and occupancy ofthe Premises.Tenant shall promptly provide Landlord with copies of any notices itreceives regarding an alleged violation of Law.For purposes of this Lease, "Law" or"Laws" means all applicable federal, state and local laws, codes, ordinances, statutes,rules, regulations, and other legal requirements (including covenants and restrictions ofrecord).

5.02 Tenant shall, at its sole cost and expense, promptly comply with anyLaws, includingwithoutlimitationtheADA,thatrelatetothePremises,TenantWorkandAlterations.

5.03 Tenant shall comply with the Rules and Regulations attached as Exhibit Dand such otherreasonable rules and regulations adopted by Landlord from time to time, including rulesand regulations for the performance of Alterations.Landlord shall not enforce such rulesandregulationsinamannerthatdiscriminatesagainstTenant.

5.04 "Hazardous Materials" will mean any substance commonly referred to, or defined in anyLaw(s), as in effect or as implemented or modified from time to time, as a hazardous,dangerous, toxic, or radioactive material or hazardous substance (or other similar term),including but not be limited to, chemicals, solvents, pollutants, contaminants, petroleumproducts, flammable orradioactive materials, explosives, asbestos, urea formaldehyde,PCB's,chlorofluorocarbons,freonorradioactivematerials.

5.05 Landlord represents to Tenant that, to Landlord's actual knowledge (which shall mean theactual knowledge of Andrew Wong, without any obligation of due inquiry), the Premisesdonot contain any HazardousMaterialsinviolation of  Laws (as such  terms are defined  inthisLease)asofthedateofthisLease.

5.06 Tenant will not cause or permit any Hazardous Materials to be brought upon, kept, stored,discharged, released or used in, under or about any portion of the Property by Tenant or itsagents in violation of applicable Law without the prior written consent of Landlord, whichconsent may be withheld or conditioned in Landlord's sole discretion; provided, Tenantmay bring into the Premises small amounts of Hazardous Materials (such as cleaningproducts and copy toner) which arereadily available toTenant by unregulatedretailpurchase if the same are necessary in Tenant's normal business operations.  If Tenant orany Tenant's Related Parties brings any Hazardous Materials to the Premises or Property,with or without the prior written consent of Landlord (without waiver of the requirement ofprior written consent), Tenant will, at its sole cost and expense, cause all such HazardousMaterials to be removed from the Property and/or remediated in compliance with any andall applicable Laws. Further, Tenant shall: (i) use such Hazardous Material only as isreasonably necessary to Tenant's business, in small, properly labeled quantities; (ii) handle,use, keep, store, and dispose of such Hazardous Material using accepted industry standardsandincompliancewithallapplicableLaws;and(jji)maintainatalltimesacopyofthe

mostcurrentMSDSsheetforeachsuchHazardousMaterial,andpermitLandlordto

review thesameat any reasonable time upon request.Uponexpiration or earlier

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5

 

tenninationofthisLease,Tenantwill, atTenant's solecostandexpense,cause allHazardous Materials brought to the Premises or the Property by Tenant or any Tenant'sRelated Parties, to be removed from the Property in compliance with any and all applicableLaws.

5.07 If either LandlordorTenantviolates the provisions ofthis Article, then such party willpromptly, atits expense, take allinvestigatory and/or remedial action (collectively called"Remediation"), as directed or required by any governmental authority that is necessary tofully clean up, remove and dispose of such Hazardous Materials and any contamination socaused and shall do so in compliance with any applicable Laws.Landlord has the right toperformRemediationthatis  the  Tenant's obligation,  at Tenant's sole cost and  expense.TenantshallnothaveanyobligationtoconductanyRemediation  for  any  HazardousMaterialsthatexistedatthePropertypriortothe  CommencementDate,  andallRemediation ofsuchHazardous Materials existing as of the  Commencement  Date shall  betheresponsibilityofLandlordasrequiredbyLaws.

5.08 Each party shallimmediatelyprovide to the other written  notice of  any  investigation  orclaim arising out of the use by such party ofHazardous Materials atthe Property ortheviolation of any  provision  of this Article, or alleged  violation of  any applicable Law andshallkeep theotherpartyfullyadvisedregarding  the  same.Tenant  shall  provide  toLandlord all  reports required  to  be filed with any governmental  authority regarding the useof Hazardous Materials by Tenant or any Tenant's Related Parties at the Property and anyincidentsregardingthesame.LandlordretainstherighttoparticipateatTenant'sexpense

in anyRemediationand/orlegal actions affecting theProperty involvingHazardousMaterials arising from Tenant's actual or alleged violation of any provision of this ArticleorLaw.

5.09 Tenant will indemnify, protect, defend and hold Landlord and the Landlord Related Partiesharmless from any and all damages, causes of action, fines, losses, liabilities, judgments,penalties,claims, and other costsincurredorimposeddirectly by reason of(a)anygovernmental order, action, proceeding, or required Remediation and/or (b) any third partyclaims, suits, proceedings, or legal actions as specified in this Article, in each case to theextent caused by, based upon, or arising out of any breach or failure of Tenant or Tenant'sRelatedPartiestoobserveanycovenantsinSections 5.01and5.06ofthisArticle.

5.10 Landlord will indemnify, protect, defend and hold Tenant and Tenant Related Partiesharmless from any and all damages, causes of action, fines, losses, liabilities, judgments,penalties, claims, and other costs incurredorimposeddirectlyby reasonof (a)anygovernmental order, action, proceeding, or required Remediation and/or (b) any third partyclaims, suits, proceedings, or legal actions as specified in this Article, in each case to theextent caused by, based upon, or arising out of any breach or failure ofLandlord  to observeanycovenantsinthisArticle.

6. Electricity.

6.01 Tenant shall obtain andpay for electricalenergyfor theuse of Tenantin thePremisesbydirect application to, and arrangement with, the public utility serving the Property.Ifeitherthequantityorcharacterofelectricalserviceischangedbythepublicutilityorother

100021165sI

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company supplying electrical service to the Property or is no longer available or suitablefor Tenant's requirements (collectively, an "Electrical Service Event"), such ElectricalService Event shall not (a) constitute an actual or constructive eviction, in whole or inpart, or entitle Tenant to any abatement or diminution of Base Rent, or (b) relieve Tenantfrom any of its obligationsunder this Lease, or(c) impose anyliabilityuponLandlord orits agents by reason of inconvenience or annoyance to Tenant, injury to or interruption ofTenant'sbusinessorotherwise,unless suchElectricalServiceEventis causedbyLandlord'sgrossnegligenceorwillfulmisconduct..

6.02 Landlord shall have the option of installing sub-meters at Landlord's expense to measureTenant's consumption of electrical energy. If Landlord exercises such option, Tenantshall pay to Landlord, as additional rent, on demand, from time to time, but no morefrequently than monthly, for its consumption of electrical energy at the then applicablerate charged by the utility company, with no markup or administrative fee by Landlord,for sub-metered electrical energy.For the purpose of this Section, the rate to be paid byTenant in the event of sub-metering shall include any t.ruces orother charges in connectiontherewith. If any tax shall be imposed upon Landlord's receipts from the sale or resale ofelectrical energy to Tenant, the pro rata share allocable to the electrical energy servicereceivedby Tenant shall be passed on to, includedin thebill of, andpaid by Tenant if andtotheextentpennittedby law.

6.03 Tenant's use of electrical service shall not exceed the capacity serving the Premises as ofthe CommencementDate, andLandlord represents and covenants to Tenant that theelectrical capacity of the Premises shall not be less than 6 watts per rentable square foot ofconnectedload, exclusive oflighting, throughouttheTerm.Other than asmay beexpressly set forth in this Lease, Landlord shall not be liable in any way to Tenant for anyfailure or defect in the supply or character of electric energy furnished to the Premises byreason of any requirement, act or omission of the public utility serving the Property withelectricity or for any other reason not directly attributable to Landlord, provided, however,that in such instance, Landlord shall use commercially reasonable efforts to cause theelectricitytoberestoredassoonaspracticablethereafter.

7. BuildingServices;ExteriorSignage;RoofSpace.

7.01 Landlord shallfurnish Tenantwiththe followingservices: (a) water foruse in thelavatories and pantries (b) customary heat and air conditioning in season; (c) passengerandfreightelevatorservice;(d) maintenanceofthe exterior commonareas oftheProperty; and the Project (such as the parking areas), including landscaping and snow/iceremoval and (e) access to the Building and Premises for Tenant and its employees 24hours per day/7 days per week, subject to the tenns of this Lease and such protectiveservices or monitoring systems, if any, as Landlord may reasonably impose, including,without limitation, sign-in procedures and/or presentation of identification cards. Tenantshall contract for janitorial services with a contractor reasonably approved by Landlordand pay all fees and charges for janitorial service.Landlord shall enter into, and maintainduring the Tenn of this Lease, service contracts for the repair and maintenance of theelevators and HVAC system serving the Building and pay all fees and charges for suchservice contracts which amounts shall be Operating Expenses subject to the provisions ofExhibitC.Tenantwill have24-hour/7-dayaweekcontrolofthe HVAC.

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7.02 So long as Landlord or an Affiliate of Landlord owns those portions of the Project knownas Creekside V and Creekside VI, Tenant shall have the right, at no additional charge, touse the existing conference facilities located on the third (3^rd)floor of Creekside V and thegroundfloor of CreeksideVI on a non-exclusivefirst come, first serve basis.Tenant's useof the conference facilities shall be further subject to, and compliance with, the followingterms and conditions: (a)Tenant shall reserve the conference facilitieswithLandlordpriorto its use of same; (b) Tenant shall utilize the conference facilities solely for meetings,conferencesandother transactionsnecessaryforandincidentaltoTenant'sbusinessand

(c)Tenantshallpromptlycleantheconferencefacilitiesafteritsuse.

7.03 Landlord shall provide Tenant, at no additional charge and in compliance with applicablezoning laws, with not less than 3.4 unreserved parking spaces per 1,000 rentable squarefeet of the Building at the Property in the area depicted in Exhibit H attached hereto.Allparking will comply with the tenns and conditions of this Lease and applicable Rules andRegulations.The parking privileges granted to Tenant are personal to Tenant; Tenantshall not assign or sublet parking privileges other than in connection with an approved orpermittedassignmentofthisLeaseorsublease.

7.04 Landlord agrees that Tenant shall be entitled to install a proprietary security system at theentrances to the Premises as part of Tenant Work, at Tenant's sole cost and expense (butpayable from the LandlordAllowance), subject to Landlord'sreasonable approval thereofand compliance with the provisions of this Lease and Laws and provided that Landlordand Tenant devise a plan that permits Landlord and its security contractors access to thePremisesintheeventonanemergency.

7.05 Landlord shall have access to all air-cooling, fan, ventilating and machine rooms andelectrical closets and all other mechanical installations (collectively, the "MechanicalAreas") and Landlord agrees to provide not less than one (I) day notice prior to entry(except in the case of an emergency).Tenant shall not constructpartitions or otherobstructions which may unreasonablyinterfere with Landlord's access thereto orthemoving of Landlord's equipment to and from the Mechanical Areas.  Tenant shall notenter the Mechanical Areas or tamper with, adjust, or otherwise affect the MechanicalAreas or install any supplementary or auxiliary HVAC equipment to serve the Premiseswithout Landlord's prior consent in each instance, which consent shall not be unreasonablywithheld or delayed.Landlord shall not be responsible if the normal operation of theBuilding System providing HVAC to the Premises (the "HVAC System") shall fail toprovide cooled orheatedair, as the case maybe, in accordancewiththis Leaseby reasonof (a) any machinery or equipment installed by or on behalf of Tenant, which shall havean electrical load in excess of the average electrical load set forth in this Lease, or (b) anyrearrangement of partitioning or other Alterations made or performed by or on behalf ofTenant affecting the HVAC System.Tenant at alltimes shall cooperate fully withLandlord and shall abide by the Building Rules and Regulations that Landlord mayreasonablyprescribe fortheproperfunctioningandprotectionoftheHVAC System.

7.06 Landlordshallprovide theinitialdirectory signageinthe BuildingatLandlord's cost;providedthatanychangesrequestedbyTenantthereaftershallbesubjecttoreimbursement of Landlord's costs to make the requested change.In addition, so long asTenanthasnotsubletportionsofthePremisessothatitoccupieslessthan50%ofthe

(0002176SS  I8

rentable area of the Premises for the conduct of its business, Tenant shall have the right, atTenant's sole cost and expense,toplace an exterioridentification sign("ExteriorSignage"), subject to the terms and conditions of this Lease.Such right to the ExteriorSignage is personal to Tenant and is subject to the following terms and conditions: (a)Tenant shall submit plans and drawings for the Exterior Signage to any and all publicauthoritieshavingjurisdictionandshallobtainwrittenapprovalfromeachsuchjurisdictionpriortoinstallation,andshallfullycomplywithallapplicableLaws andall

covenants, conditions and restrictions affecting the Property; (b) Tenant shall, at Tenant'ssole cost and expense, design, construct and install the Exterior Signage; (iii) the ExteriorSignage and location thereof shall be subject to Landlord's prior written approval, whichLandlord shall have the right to withhold in its reasonable discretion; and (iv) Tenant shallmaintain the Exterior Signage in good condition and repair, and all cost of maintenanceand repair shall be borne by Tenant.Landlord hereby approves the Exterior Signage setforth on Exhibit F attached hereto, subject to compliance by Tenant with the terms of thisSection 7.06. At Landlord's option, Tenant's right to the Exterior Signage may be revokedandterminated  upon occurrence of  any  of  the following events: (a} Tenant assigns any ofits interest in this Lease, other than in connection with a Business Transfer, or subletsmore than 50% of the rent.able area of the Premises; or (b) this Lease shall terminate orotherwisenolongerbeineffect.

7.07 Upon the expiration or earlier tennination of this Lease or at such other time that Tenant'ssignage rights are terminated pursuant to the terms hereof, if Tenant fails to remove theExterior Signage and repair the Building./Project in accordance with the terms of thisLease, Landlord shall cause the Exterior Signage to be removed from the Building/Project and the Building/Project to be repaired andrestored  to the condition  which existed prior tothe installation of the Exterior Signage (including, if necessary, the replacement of anyprecast concrete panels), all at the sole cost and expense of Tenant and otherwise inaccordancewiththis Lease without further  notice from  Landlord  notwithstanding anythingto thecontrarycontainedinthisLease.

7.08 Landlordhereby grants Tenant alicense to use aportion of the space onthe roof oftheBuildinginaccordancewithExhibjtG.

8. LeaseholdImprovements.

AllimprovementsinandtothePremises,includinganyAlterations(collectively,"Leasehold Improvements") shall remain upon the Premises at the end of the Termwithout compensation to Tenant, provided that Tenant, at its expense, in compliance withall applicable Laws, shall close up any slab penetrations in the Premises. In addition,Landlord, by written notice to Tenant given at the time Landlord provides its approval ofthe plans for such LeaseholdImprovements, may require Tenant, at its expense, to removeany Alterations that, in Landlord's reasonable judgment, are of a nature that would requireremoval and repair costs that are materially in excess of the removal and repair costsassociatedwith standard office improvements(such other items collectively  are  referred  toas"RequiredRemovables"). RequiredRemovablesshallinclude,withoutlimitation,

internal stairways, raised floors, personal baths and showers, supplemental HYAC unitsand equipment, vaults, rolling tile systems and structural alterations and modifications.TheRequired Removablesshallberemoved byTenant  beforetheExpiration Date.

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Tenant shall repair damage caused by the installation or removal of any Cable or RequiredRemovables. If Tenant fails to performits obligations in a timely manner, Landlord mayperform such work at Tenant's expense.Notwithstanding the foregoing, Landlord agreesto identify Required Removables in connectionwith its review and approval of plans andspecifications for Tenant Work and indicate in such approval whether Landlord requirestheirremovalasoftheendoftheTenn(asdefinedinExhibitB).

9. RepairsandAlterations.

9.01 TenantshallperiodicallyinspectthePremisestoidentifyanyconditionsthataredangerous or in need of maintenance or repair and shall promptly provide Landlord withnotice of any such conditionsthat Tenant is aware of.Tenant shall, atits sole cost andexpense,performallmaintenanceandrepairstothePremisesthatarenotLandlord'sexpressresponsibility under this Lease,andkeep thePremisesin good conditionandrepair,reasonablewearandtearexcepted.Tenant'srepairandmaintenanceobligationsinclude,withoutlimitation,repairsto: (a)floor coverings; (b)interiorpartitions; (c)doors; (d) the interior side of demising walls; (e) electronic, fiber, phone and data cablingandrelatedequipmentthatisinstalledbyorfortheexclusivebenefitofTenant(collectively, "Cable"); (f)supplemental air conditioning units, kitchens, including hotwaterheaters,plumbing,andsimilarfacilitiesexclusivelyservingTenant;and(g)Alterations.Subjecttothe tenns of Article15below, tothe extentLandlordisnotreimbursedbyinsuranceproceeds,TenantshallreimburseLandlordforthe cost ofrepairingdamagetotheBuildingcausedbytheactsofTenant,TenantRelatedPartiesandtheir respectivecontractorsandvendors.If Tenantfails to commence and diligentlyproceedwith anyrepairstothePremisesformorethan30days afternoticefromLandlord (althoughnotice shall not be requiredin an emergency),Landlordmay makethe repairs, and Tenantshallpaythe reasonablecost oftherepairs,togetherwithanadministrativechargeinanamountequal toI0%ofthecostoftherepairs.

9.02 Landlordshallkeep andmaintainingoodrepair andworkingorderandperformmaintenanceuponthe:(a) structuralelementsoftheBuilding(including,withoutlimitation, floors and exterior walls); (b)foundation of the Building; (c) roof oftheBuilding; and (d) all plumbing,mechanical and electricalsystemslocatedon the Propertyand Project outside of the Building (collectively, the "Base Building").Landlord, at itscost and expense, shall comply with applicable Laws with respect to the Base Building,including without limitation the ADA.In addition, Landlord shall keep and maintain ingoodrepairandworkingorderandperformmaintenanceuponthe:(a)sprinklersystem;

(b) all plumbing, mechanical and electrical systems exclusively serving the Building(including, without limitation, the HVAC System); and (c) all exterior portions of theProject and Property, including, but not limited to, snow removal, landscaping, the parkinglot, sidewalks anddriveways.Costs incurredby Landlordin connectionwiththeperformance ofits obligationsunder this Section9.02 or otherwiseunder this Lease shallbeOperatingExpensestotheextentprovidedinExhibitC.

9.03 Tenant shallnot make alterations,repairs, additions orimprovementsorinstallany Cable(collectivelyreferredtoas"Alterations")withoutfirstobtainingthewrittenconsentof

Landlordineachinstance,whichconsentshallnotbeunreasonablywithheldordelayed.However,Landlord'sconsent shallnotberequiredforanyAlterationthatsatisfiesall of

100021165slI0

the following criteria (a "Cosmetic Alteration"), although prior written notice to Landlordshall be required: (a) is of a cosmetic nature; (b) is not visible from the exterior of thePremises or Building; {c) will not affect the Base Building; (d) does not require work to beperformed inside the walls or above the ceiling of the Premises; and (e) the costs thereofdonotexceed-intheaggregate,withinany12monthperiod.

9.04 Except for Cosmetic Alterations, prior to starting any Alterations, Tenant shall furnish toLandlord (a) plans and specifications, (b) names of contractors reasonably acceptable toLandlord (provided that Landlord may designate specific contractors with respect to BaseBuilding), {c) requiredpermits andapprovals,and(d)evidenceof contractorsandsubcontractors insuranceinamountsreasonablyrequiredbyLandlordandnamingLandlordasanadditionalinsured.

Alterations shall be constructed in a good and workmanlike manner using materials of aquality reasonably approved by Landlord (except for Cosmetic Alterations which shall notrequire Landlord's approval). In addition, Tenant shall pay Landlord a fee for Landlord'soversight and coordination of any Alterations (except for Cosmetic Alterations or anyinitial Alterations by Tenant to prepare the Premises for Tenant's occupancy) equal to 1%of the cost of the Alterations.Upon completion, except for any Cosmetic Alterations,Tenant shall furnish to Landlord "as-built" plans for all Alterations, completion affidavitsand full and final waivers of lien, and certificates of final approval for such Alterationsrequiredbyanygovernmentalauthority.

10. Landlord'sAccess.

10.01 Landlord may enter the Premises to (a) inspect the Premises, (b) show the Premises toprospective lenders, investors, purchasers and, in the last year of the Tenn, to prospectivetenants or (c) pelfonn or facilitate the perfonnance of repairs, alterations or additions tothe Premises or any portion of the Building.Except in emergencies or to provide Buildingservices, Landlord shall provide Tenant with reasonable prior verbal notice of entry andshallusereasonableeffortstominimizeany interferencewithTenant'suse ofthePremises.If reasonably necessary, Landlord may temporarily close all or a portion of thePremises to perfonn repairs and alterations.However, except in emergencies, Landlordwill not close the Premises if the work can reasonably be completed on weekends andafter Building Service Hours.Entry by Landlord shall not constitute a constructiveeviction or entitle Tenant to an abatement or reduction of Rent.Tenant may have arepresentative of Tenant accompany Landlord during any access of Landlord onto thePremises.

t 0.02Landlordhas theright atanytime to change the name, number or designationby whichthe Building is commonly known.Without limiting the generality ofthe foregoing,Landlord shall have the right to erect and maintain temporary sidewalk bridges and/ortemporary scaffolding on or about those portions of the Property outside of the Building.Landlord shall use reasonable efforts to minimize interference with Tenant's use andoccupancy of the Premises during the making of such changes or alterations, provided thatLandlord shall have no obligation to employ contractors or labor at overtime or otherpremiumpayratesortoincuranyotherovertimecostsoradditionalexpenseswhatsoever.

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11. AssignmentandSubletting.

11.0IExcept in connection with a Business Transfer. Tenant shall not assign, sublease, transfer,mortgage, pledge, encumber or othetwise transfer any interest in this Lease or allow anythird party to use any portion of the Premises (collectively or individually, a "Tnnsfer")without the prior written consent of Landlord, which consent shall not be unreasonablywithheld, conditioned or delayed.Any Transfer in violation of this Section shall, atLandlord's option, be deemed a Default by Tenant as described in Section 18, and shall bevoidable by Landlord.fn no event shall any Transfer, including a Business Transfer,release or relieve Tenant from any obligation under this Lease, and Tenant shall remainprimarilyliablefor the perfonnance ofthe tenant's obligationsunder this Lease, asamendedfromtimetotime.

11.02 Tenant shall provide Landlord with financial statements for the proposed transferee, afully executed copy of the proposed assignment, sublease or other Transfer documentationand such other infonnation as Landlord may reasonably request.Within 20 days afterreceipt ofthe required infonnationand documentation, Landlord shall either (a) consenttothe Transfer by execution of a consent agreement in a form reasonably designated byLandlord; or (b) reasonably refuse to consent to the Transfer in writing and providewritten reasons for such refusal.Tenant shall pay for all of Landlord's actual legal costsincurredinconnectionwithLandlord'sreviewofanyrequestedTransfer(nottoexceed

$ per request), provided that such costs shall not be payable in connection with aBusinessTransfer.

11.03 Tenant shall pay Landlord 50% of(a) all rent and other consideration which Tenantreceives as a result of a Transfer less (b) the Rent payable to Landlord for the portion ofthe Premises and Tenn covered by the Transfer (including, but not limited to, sums paidfor the sale or rental of Tenant's Property). Tenant shall pay Landlord for Landlord's shareof the excess within 30 days after Tenant's receipt of the excess on a monthlybasis.Tenant may deduct from the excess, amortized monthly on a straight-line basis over theremaining term of the Lease, all reasonable and customary expenses directly incurred byTenant attributable to the Transfer.If and for so long as Tenant is in Default, Landlordmay require that all sublease payments be made directly to Landlord, in which case Tenantshall receive a credit against Rent in the amount of Tenant's share of payments received byLandlord.

11.04 Tenant may, without obtaining Landlord's consent, (a) assign this Lease to a successor toTenant by merger, consolidation, reorganization or the purchase of all or substantially allof Tenant's assets or equity of Tenant, or (b) assign this Lease or sublet all or a portion ofthe Premises to an Affiliate, without the consent of Landlord, provided that all of thefollowing conditions are satisfied (each a "Business Transfer"): (a) Tenant must not be inDefault; (b) Tenant must give Landlordwritten notice atleast 15 days before suchBusiness Transfer; (c) such Business Transfer was made for a legitimate independentbusiness purpose and not for the purpose of transferring this Lease and (d) Tenant shalldeliver to Landlord a confinnation of the Guaranty of this Lease executed and deliveredbyGuarantor.Tenant'snotice toLandlordshallincludeinfonnationanddocumentation

evidencing the Business Transfer and showing that each of the above conditions has beensatisfied.IfrequestedbyLandlord,Tenant's  successorshallsignacommercially

C000ll76SSI12

 

reasonable fonn of assumption agreement "Affiliate" shall mean an entity controlled by,controllingorundercommoncontrolwithTenant.

12. Liens.

Tenant shallnot pennit mechanics' or other liens tobe placed upon theProperty, Premisesor Tenant's leasehold interest in connection with any work or service done or purportedlydone by or for the benefit of Tenant or its transferees.  Tenant shall give Landlord noticeat least 15 days prior to the commencementof any work in the Premisesto affordLandlordtheopportunity,whereapplicable,topostandrecordnoticesofnon­responsibility provided that any request for consent to the Alteration in respect of suchwork shall constitute such notice.Tenant, within 30 days of notice from Landlord, shallfully discharge any lien by settlement, by bonding or by insuring over the lien in themanner prescribedby the applicableLaw and shallprovide evidence satisfactory toLandlord that such lien has been removed or bonded within such 30-day period. Tenant'sfailure to cure same shall be deemed a Default under this Lease and, in addition to anyother remedies available to Landlord as a result of such Default by Tenant, Landlord, at itsoption, may bond, insure over or otherwise discharge the lien.Tenant shall reimburseLandlord for any amount paid by Landlord, including, without limitation, reasonableattorneys'fees.

13. Indemnity andWaiverofClaims.

Except tothe extent causedby the negligence or willful misconduct ofLandlord or anyLandlordRelatedParties, Tenant shallindemnify, defend and hold Landlord andLandlordRelatedPartieshannlessagainstandfromallliabilities,obligations,damages,penalties,claims, actions,costs, charges and expenses,including,withoutlimitation,reasonableattorneys'feesandotherprofessionalfees(ifandtotheextentpennittedbyLaw)(collectivelyreferred to as "Losses"),which may be imposedupon, incurredby or assertedagainst Landlord or any of the Landlord Related Parties by any third party and arising outof or in connectionwith any damage orinjury occurringin the Premises orany negligenceor wrongfulacts or omissions (includingviolations ofLaw) of Tenant,the TenantRelatedParties or anyof Tenant's transferees, contractors orlicensees.Exceptto the extent causedby the negligence or willfulmisconduct of Tenant orany Tenant RelatedParties. Landlordshallindemnify,defendandholdTenant, itstrustees,members,principals,beneficiaries,partners,officers,directors,employeesandagents("Tenant RelatedParties")hannlessagainst andfrom allLosses whichmaybe imposedupon,incurredby or assertedagainstTenant orany ofthe TenantRelatedParties by any thirdparty and arising outof orinconnectionwith thenegligence orwrongfulacts or omissions(includingviolations ofLaw) ofLandlordorthe LandlordRelatedParties.Tenantherebywaives  all claimsagainst andreleases Landlordandits trustees,members, principals,beneficiaries, partners,officers,shareholders,directors,employees,contractors,licensees,invitees,servants,agents, representatives and Mortgagees(the "LandlordRelatedParties") fromall claimsforanyinjurytoor deathofpersons,damagetopropertyorbusinesslossinanymannerrelatedto(a)ForceMajeure,{b)actsofthirdparties,(c)theburstfogorleakingofanytank,water closet, drain or other pipe,unknownfire, explosion,falling plaster, steam, gas,electricity, electrical or electronicemanations or disturbance,water, rain, snow orleaksfromanypartoftheBuildingorfromthepipesorcausedbydampness,vandalism,

(00021765sI13

malicious mischief, (d) the inadequacy or failure of any security or protective services,personnel or equipment, or (e) any matter not within the reasonable control of Landlord,unless caused by the gross negligence or willful misconduct of Landlord or LandlordRelatedParties.

14. Insurance.

Tenant shall maintain thefollowing insurance ("Tenant's Insurance"): (a) CommercialGeneral Liability Insurance applicable to the Premises and its appurtenancesproviding, onanoccurrencebasis,aminimumcombinedsinglelimitof$and general aggregate; (b) Commercial Umbrella Liability Insurance with per occurrence andaggregatelimitsof-withthe liabilityinsurancerequiredunder clauses(a)above scheduled as underlying; and (c) Property/Business lntenuption Insurance writtenon an All Risk or Special Cause of Loss Form, including sprinkler leakage, atreplacementcost value and with a replacement cost endorsement covering all of Tenant's business andtrade fixtures, equipment, movable partitions, furniture, merchandise and other personalproperty within the Premises or the Property, including, without limitation, on the RoofSpace ("Tenant's Property") and any Leasehold Improvements performed by or for thebenefitofTenant;(c)Workers'CompensationInsuranceinamountsrequiredbyLaw;and

(d)EmployersLiabilityCoverageofatleastSper occurrence.Anycompanywriting Tenant's Insurance shall have an A.M.Best rating of not less than A-Vlll.AllCommercialGeneralLiabilityInsurancepoliciesshallname asadditionalinsuredsLandlord (or its successors and assignees), the managing agent for the Building (or anysuccessor) andtheir respective members,principals, beneficiaries, partners, officers,directors,employees,andagents,andotherdesigneesofLandlordanditssuccessorsastheinterest of such designees shall appear and shall be primary and noncontributory to anyinsurance which may be carried by Landlord.In addition, Landlord shall be named as aloss payee with respect to PropertyInsurance on the LeaseholdImprovements.Allpolicies of Tenant's Insurance shall contain endorsements that the insurer(s) shall giveLandlord and its designees at least 30 days' advance written notice of any cancellation,termination,materialchange orlapse of insurance,unless suchpolicyis promptlyreplaced by another policy in accordance with the foregoing requirements.Tenant shaJIprovide Landlord with a certificate of insurance evidencing Tenant's Insurance prior to theearlier to occur of the Access Date or the date Tenant is provided with possession of thePremises,andthereafterasnecessarytoassurethatLandlordalwayshascurrentcertificates evidencing Tenant's Insurance and the Additional Insured Endorsement CG 201111 85 or its equivalentis requiredto beprovided as soon as it is available.Landlordshall maintain so called All Risk property insurance on the Building at replacement costvalue as reasonably estimated by Landlord and Commercial General Liability Insuranceapplicable to the Building, together with such other insurance coverage as Landlord,in itsreasonablejudgment,mayelecttomaintain.

Notwithstanding the foregoing, Tenant has advised Landlord that, as of the date of thisLease, Tenant is self-insured for its liability exposures.Tenant agrees to provide Landlordwith a Certificate of Self Insurance.Any self-insured exposure shall be deemed to be aninsuredri.skunder this Lease.The beneficiariesof suchinsurance shall be affordednoless insuranceprotectionthanif suchself-insuredportionwasfully insuredbyaninsurancecompanyofthequalityandcaliberrequiredhereunder(including,without

(000217655l14

limitation,theprotectionof alegaldefense,by attorneysreasonablyacceptabletobeneficiaries, and the payment of claims within the same time period that a third partyinsurance carrier of the quality and caliber otherwise required hereunder would have paidsuch claims). Waiver of subrogation pursuant hereunder shall be applicable to any self­insured exposure.The self-insurance retention can be no greater than one percent (I%) oftangiblenet worthof Guarantor (as evidencedbythe mostrecent annualfinancialstatements of Guarantor delivered to and reasonably acceptable to Landlord), and theinsurance required under this Lease must be maintained in excess of such self-insuranceretention.

1S.   Subrogation.

Landlord and Tenant hereby waive and shall cause their respective property insurancecarriers towaive any and all rights ofrecovery, claims, actions or causes of action againsttheotherforanylossordamagewithrespecttoTenant'sProperty,LeaseholdJmprovements,the Building, the Premises, or any contents thereof, including rights,claims, actions and causes of action based on negligence, which loss or damage is (orwould have been, had the insurance requiredby this Lease been carried) covered byinsurance.For the purposes of this waiver, any deductible with respect to a party'sinsurance shall be deemed covered by and recoverable by such party under valid andcollectablepoliciesofinsurance.

16. CasualtyDamage.

16.01 Landlord and Tenant shall give prompt notice to the other party if all or any portion ofthe Premisesbecomesuntenantableby fire or other casualtytothe Premises(collectivelya "Casualty").In the event of such Casualty, either party, by written notice to the otherwithin 30days after the date of suchCasualty,shallhave the right toterminate this Leaseif more thanfifty percent (50%) ofthePremiseshave beenmaterially damaged andthereis less than one (I)year of the Tenn (including, for purposes of this provision, anyRenewal Tenn as to which Tenant has provided a Renewal Notice prior to such date)remaining on the date of the Casualty.If this Lease is so tenninated, (a) the Term shallexpire upon the date set forth in such notice, which shall not be less than 30 days aftersuch notice is given, and Tenant shall vacate the Premises and surrender the same toLandlord no later than the date set forth in the notice, (b) Tenant's liability for Rent shallcease as of the date of the damage, (c) any prepaid Rent for any period after the date ofthe damage and any overpayment of Operating Expenses be refunded by Landlord toTenant, and (d) Landlord shall be entitled to collect all insurance proceeds of policiesheld by Landlord or Tenant providing coverage for Alterations and other improvementsto the Premises (but not insurance proceeds for damage to Tenant's personal property andequipment). Landlord shall retain such proceeds from Tenant's insurance irrespective ofwhether Landlord performed or paid for such Alterations and improvements, whether bycontribution,offsetorotheiwise.

16.02 IfthisLeaseisnotterminated,Landlordshallpromptlyanddiligently,subjecttoreasonabledelaysforinsuranceadjustmentorothermattersbeyondLandlord'sreasonablecontrol,restorethePremisesandBuildinginagoodandworkmanlikemanner,incompliancewithallapplicableLaws,andinsuchmannerastominimizeany

10002116sslIS

disturbance to Tenant's use (if any) of any undamaged portions of the Premises.Suchrestoration shall be to substantially the same condition that existed prior to the Casualty,eKcept for modificationsrequiredby applicableLaws and excludingrestorationorreplacement of Tenant's Property.In such case, Rent shall abate on a per diem basisduring theperiodofreconstructionandrepair.

16.03 In addition to Landlord's rights under Section 16.0I, if the Premises are damaged suchthat a reputable general contractor selected by Landlord reasonably estimates in writingthat the time to restore the Premises is greater than nine (9) months (subject to reasonabledelays for insurance adjustment or other matters beyond Landlord's reasonable control)then, either Landlord or Tenant may give the other party a notice terminating this Leasenot later than 30 days following the date such written estimate of restoration.If thisLease is so terminated, (a) the Term shall eKpire upon the date set forth in the terminatingparty's notice, which shall not be less than 30 days after such notice is given, and Tenantshall vacate the Premises and surrender the same to Landlord no later than the date setforthinthenotice,(b)Tenant'sliabilityforRentshallceaseasofthedateof thedamage,

(c) any prepaid Rent for any period after the date of the damage and any overpayment ofOperating fapenses shall be refunded by Landlord to Tenant, and (d) Landlord shall beentitled to collect all insurance proceeds of policies held by Landlord or Tenant providingcoverage for Alterations and other improvements to the Premises (but not insuranceproceeds for damage to Tenant's personal property and equipment).Landlord shall retainsuch proceeds from Tenant's insurance irrespective of whether Landlord perfonned orpaidforsuchAlterations andimprovements,whetherbycontribution,offsetor otherwise.

16.04 Notwithstanding anything set forth to the contraryin this Article16, in the event aCasualty to the Premises and/or Building renders the Premises untenantable during thefinal 24 months of the Tenn and Tenant's inability to use the Premises is reasonablyexpected to continue until at least the earlier of the (a) Expiration Date, or (b) the 180thday after the date when suchCasualty occurs,then either LandlordorTenantmayterminate this Lease by notice to the other party within 30 days after the occurrence ofsuchCasualtyandthisLeaseshallexpireonthe30thdayafterthedateofsuchnotice.

17. Condemnation.

Eitherparty mayterminatethis Lease if any materialpart of the Premises orthe Propertyis takenor condemnedfor anypublic or quasi-publicuseunderLaw, by eminentdomainor private purchase in lieu thereof (a "Taking").The terminating party shall providewrittennoticeofterminationtotheotherpartywithin45daysafteritfirstreceivesnoticeof the Taking.The termination shall be effective as of the effective date of any ordergranting possession to, or vesting legal title in, the condemning authority.If this Lease isnot terminated,BaseRent andTenant'sProportionateShareshallbe appropriatelyadjustedto accountfor anyreductioninthe square footageofthePremises.Allcompensation awarded for a Taking shall be the property of Landlord.The rights toreceive compensationorproceeds are expressly waivedby Tenant, however, Tenant mayfile a separate claim for Tenant's Property and Tenant's reasonable relocation expenses,providedthe filing of the claim does not diminishthe amount ofLandlord's award.   If onlyapart ofthePremisesissubjecttoaTakingandthis Leaseisnotterminated,Landlord,

(00021765s}16

with reasonable diligence, will restore the remaining portion of the Premises as nearly aspracticabletotheconditionimmediatelypriorto theTaking.

18. EventsofDefault.

Inadditiontoanyotherdefaultspecifically describedinthisLease,eachofthe followingoccurrences shall be a "Default": (a) Tenant's failure to pay any portion of Rent when due,if the failure continues for 5 days after written notice of default to Tenant ("MonetaryDefault''); (b)Tenant's failure (other than a Monetary Default) to comply with any term,provision, condition or covenant of this Lease, if the failure is not cured within 30 daysafter written notice to Tenant provided, however, if Tenant's failure to comply cannotreasonably be cured within 30 days, Tenant shall be allowed additionaltimeas isreasonablynecessary to cure the failure solong asTenant begins the cure within 30daysand diligently pursues the cure to completion; (c) Tenant or any Guarantor becomesinsolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit ofcreditors, admits in writing its inability to pay its debts when due or forfeits or loses itsright to conduct business; or (d) Tenant's interest in this Lease shall pass to any third party,whether by operation ofLaw or otherwise, except as expressly permitted under Article 11.All notices sent under this Section shall be in satisfaction of, and not in addition to, noticerequiredbyLaw.

19. Remedies.

19.0I Upon Default, Landlord shall have the right to pursue any one or more of the followingremedies:

(a) Landlord may serve a written notice of cancellation of this Lease upon Tenant, and thisLease and the Term shall end and expire as fully and completely, and Tenant shall thenquit and surrender the Premises to Landlord, but Tenant shall remain liable for damages asprovidedin this Article 19.If Tenant fails to surrender the Premises,Landlord, incompliance with applicable Law, may enter upon and take possession of the Premises andremove Tenant, Tenants Property and any party occupying the Premises.Tenant shall payLandlord, on demand, all past due Rent and other losses and damages Landlord suffers asa result of Tenant's Default, including, without limitation, all Costs of Reletting and anydeficiency that may arise from reletting or the failure to relet the Premises."Costs ofReletting" shall include all reasonable costs and expenses incurredby Landlordinreletting or attempting to relet the Premises, including, without limitation, legal fees,brokerage commissions, and the cost of alterations and the value of other concessions orallowances grantedtoanewtenant.

(b) Terminate Tenant's right to possession of the Premises and, in compliance with applicableLaw, remove Tenant, Tenant's Property and any parties occupying the Premises.Landlordmay relet all or any part ofthe Premises, without notice to Tenant, for such period oftimeand on suchterms and conditions (whichmayinclude concessions, free rent andworkallowances) asLandlord in its absolute discretion shall determine.   Landlordmay collectandreceive all rents and other income from the reletting.Tenant shall pay Landlord ondemandallpastdueRent,allCostsofRelettingandanydeficiencyarisingfromthe

100021765.sl17

reletting orfailuretoreletthePremises.There-entry or  taking of  possession  of  thePremisesshallnotbeconstruedasanelectionbyLandlordtotenninatethisLease.

19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to receive asdamages the sum of (a) all Rent accrued through the date of termination of this Lease orTenant's right to possession, and (b) an amount equal to the total Rent that Tenant wouldhave been required to pay for the remainder of the Term discounted to present value at3%, minus the then present fair rental value of the Premises for the remainder of the Tenn,similarlydiscounted, afterdeductingallanticipatedCostsofReletting.

19.03 If Tenant is in  Default of any of its non-monetary obligations  under the Lease, Landlordshall have the right to  perform such obligations.   Tenant shall reimburse Landlord for thecost  of  such  performance  upon  demand  together  with  an  administrative charge  equal  tol 0% of the cost of the work performed  by Landlord.  The repossession or  re-entering of alIor  any   part of the Premises shall not relieve Tenant of its liabilities and obligations underthisLease.Noright orremedy ofLandlord  shall  be exclusive  of  any  other  right orremedy.Each right and remedy shall be cumulative and in addition to any other right andremedynowor subsequentlyavailabletoLandlordatLaworinequity.

20. LimitationofLiability.

NOTWITHSTANDINGANYTHINGTOTHECONTRARYCONTAINEDINTHISLEASE,  THE  LIABILITYOF  LANDLORD(ANDOFANYSUCCESSORLANDLORD)SHALLBE LIMITEDTO LANDLORD'S(ANDANY SUCCESSORTOLANDLORD)INTERESTINTHEPROPERTY.TENANTSHA.LLLOOKSOLELYTOLANDLORD'SINTERESTINTHEPROPERTYFORTHERECOVERYOFANYJUDGMENTOR AWARD AGAINSTLANDLORDOR ANYLANDLORDRELATEDPARTY.NEITHERLANDLORDNORANYLANDLORDRELATEDPARTYSHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, ANDIN NO EVENT SHALLLANDLORD OR ANY LANDLORDRELATED PARTY BELIABLETOTENANTFORANYLOSTPROFIT,DAMAGETOORLOSSOFBUSINESSORANYFORMOFSPECIAL,INDIRECTORCONSEQUENTIALDAMAGE.BEFOREFILING SUIT FORAN ALLEGEDDEFAULT BY LANDLORD,TENANTSHALLGIVELANDLORDAND THEMORTGAGEE(S)WHOMTENANTHASBEENNOTIFIEDHOLDMORTGAGES,NOTICEANDREASONABLETIME(NOTTO EXCEEDTHIRTY(30)DAYS)TOCURETHEALLEGEDDEFAULT.

21. IntentionallyOmitted.

22. HoldingOver.

If Tenant fails to surrender all or any part of the Premises at the termination of this Lease,occupancy of the Premises after tennination shall be that of a tenancy at sufferance.Tenant's occupancy shall be subject to all the terms and provisions of this Lease.Tenantshallpayanamount(onapermonthbasiswithoutreduction for partialmonthsduringtheholdover)equalto:(a)forthefirstthree(3)monthsoftheholdoverperiod,thegreaterof:

(i) thefairmarketrent.alvalueforthePremisesasreasonablydetenninedbyLandlord(but

nottoexceed125%oftheRentpayableunderthisLeaseasof  the terminationof this

!00021765sI18

Lease), or (ii) the Base Rent and Additional Rent payable under this Lease as of theExpirationDate, and (b) commencingwith the fourth (4th) month of such holdover,150%of the Base Rent and Additional Rent payable under this Lease as of the Expiration Date.Tenant shall be liable to Landlord for (i) any payment or rent concession which Landlordmay be required to make to any tenant obtained by Landlord for all or any part of thePremises(a "New Tenant") in order to induce such New Tenant not toterminateits leaseby reason of the holding-over by Tenant, and (ii) the loss of the benefit of the bargain ifany New Tenant shall terminate its lease by reason of the holding over by Tenant; and (c)indemnify Landlord against all claims for damages by any New Tenant.No holdover byTenant or payment by Tenant after the termination of this Lease shall be construed toextend the Term or preventLandlord from immediate recovery ofpossession of thePremisesbysummaryproceedingsorotherwise.

23. SubordinationtoMortgages;EstoppelCertificate.

23.01 Tenant accepts thisLease subject and subordinateto anymortgage(s),deed(s} oftrust,groundleasc(s} or other lien(s) now or subsequently arising uponthe Premises, theBuilding or the Property, and to renewals, modifications, refinancings and extensionsthereof(collectively referred to as a "Mortgage''); provided, however, so long as Tenant isnot in Default, Tenant's rights under this Lease shall not be disturbed.The party havingthe benefit of a Mortgage shall be referred to as a "Mortgagee".This clause shall be self­operative, but upon request from a Mortgagee, Tenant shall execute a commerciallyreasonable subordinationagreement in favor of the Mortgagee.As an alternative, aMortgagee shall have the right at any time to subordinate its Mortgage to this Lease.Upon the request of Landlord or any Mortgagee, Tenant, shall attom to any successor toLandlord'sinterestinthisLease.

23.02 Landlord agrees to use commercially reasonable efforts to deliver a subordination, non­disturbance and attomment agreement ("SNDA") from the holder of any current or futureMortgage encumbering the Premises.Such SNDA shall be on terms acceptable to bothTenant and suchMortgagee,provided,however,that Tenantagrees to executeand delivera commercially reasonable SNDA approved by such Mortgagee.Landlord shall have noliability, and this Lease shall not be affected in any way, in the event that Tenant and suchMortgagee donot execute aSNDAfor anyreasonwhatsoever,unless Landlord shallfailtousecommerciallyreasonableefforts.Notwithstandinganythingtothecontrarycontained in this Lease, the subordination of this Lease to the lien of any future Mortgageshall be conditioned on Tenant receiving (at Landlord's cost and expense except thatTenant shall pay its own legal fees and disbursements in connection therewith), a SNDAfrom the Mortgagee containing reasonable and customary terms.Until such time as aSNDA has been delivered to Tenant, this Lease shall not be subject or subordinate to theMortgage.

23.03 Tenant shall withinIO days after receipt of a writtenrequestfromthe Landlord, executeanddeliveracommerciallyreasonableestoppelcertificatetothosepartiesasarereasonably requested by Landlord, including a Mortgagee or prospective purchaser of theBuilding and/or Property.Withoutlimitation, suchestoppelcertificatemayincludeacertificationastothestatusofthisLease(totheactualknowledgeoftheexecuting

!000217655  '19

 

parties), the existence of any defaults (to the actual knowledge of the executing parties)andtheamountofRentthatisdueandpayable.

24. TerminationRightofTenant.

$-

Provided that at the time of delivery of the Termination Notice (hereinafter defined) andon the Tennination Date (hereinafter defined), Tenant is not in Default under this Lease,Tenant shall have the right to terminate this Lease effective as of January 31, 2026 (the"Termination Date") upon the following conditions: (a) Tenant shall deliver to Landlordwrittennotice (the "TerminationNotice")notlater than January 31, 2025 advisingLandlordofitselectiontoterminatethisLeaseeffectiveontheTerminationDate;(b)

TenantshallpaythesumoftoLandlordbywiretransfertoanaccount

designated by Landlord no later than January 31, 202S; and (c) Tenant surrenders vacantpossession of the Premises, free of subtenants and the rights of others to occupancy, on orbefore the Tennination Date in accordance with the tenns of this Lease.Provided TenantisnottheninDefaultontheTenninationDateandprovidedtheconditionsinSection

24.0Ihereinabovearecompliedwith,thisLeaseshallterminateandexpireonthe

TenninationDateasiftheTerminationDateweretheExpirationDate.

25. IntentionallyOmitted.

26. Notice.

Except as otherwise expressly provided in this Lease, any consents, notices, demands,requests, approvals or other communications given under this Lease shall be in writingand deliveredby hand or sent by registered orcertifiedmailwithreturn receipt requested,or sent by overnight or same day courier service at the party's respective addresses setforth in the Basic Leaselofonnation.    Each notice shallbe deemed tohave beenreceivedon the earlier to occur of actual delivery or the date on which delivery is refused or, ifTenant has vacated the Premises without providing a new address, 3 days after notice isdeposited in the U.S. mail or with a courier service in the manner described above.Eitherparty may, at any time, change its address (other than to a post office box address) bygivingtheotherpartywrittennoticeofthenewaddress.

27. SurrenderofPremises;Tenant'sProtectedItem.!.

27.01 At the tennination of this Lease or Tenant's right of possession, Tenant shall removeTenant's Property from the Premises, and quit and surrender the Premises to Landlord,vacant, broom clean, and in good order, condition and repair, ordinary wear and tear anddamage which Landlord is obligated to repair hereunder excepted.If Tenant fails toremove any of Tenant's Property, Landlord may deem all or any part of Tenant's Propertytobe abandonedand, atTenant's sole costandexpense,shallbe entitled(butnotobligated) to remove Tenant's Property.Landlord shall not be responsible for the value,preservation or safekeeping of Tenant's Property, except for Landlord's failure to complywith the terms of Section 27.02 with respect to the Protected Items.Tenant shall payLandlord,upondemand.theexpensesandstoragechargesincurred.

(000'2l76SSJ20

 

27.02 Tenant hereby advises Landlord that, at the tennination of this Lease or Tenant's right ofpossession, Landlord shall use reasonable efforts to handle computer servers, desktopstations,laptops orhard copy files whichcouldreasonablybe expectedtocontaininfonnationofTenant's customers(the "ProtectedItems")in accordancewith thisSection.Landlord shall use reasonable efforts to: (a) advise Tenant in writing of theProtectedItems,(b)storesuchProtectedItemsforaperiodofnotlessthan90daysfrom

the date of the tennination of this Lease or Tenant's right of possession.If Tenant doesnot take possession of the Protected Items within such 90-day period, Landlord has theright to dispose of such Protected Items.Landlord shall not be responsible for the value,preservation or safekeeping of the Protected Items, and Tenant shall pay Landlord, upondemand,theexpensesandstoragecharges incurred.

28. OptiontoRenew.

28.01 Providedthat asof the date of the Renewal  Notice and  the  Expiration  Date (as  same maybe extendedby theexercise of theFirst Renewal Option)(a) this Lease shallbe in fullforce andeffect, and (b) there shall notbe existin& aDefaultunder this Lease whichiscontinuing after noticebyLandlordto Tenant and theexpiration ofthe applicable cureperiod,thenTenantshallhavetwo(2)consecutiveoptionstoextendtheTermofthisLeasefortheentirePremises(the "FirstRenewalOption" and"SecondRenewalOption"; collectively, the "Renewal Options") for aperiod oftwo (2)years each (the"First Renewal Term" andthe "SecondRenewal Term"; collectively,the "RenewalTerms"). The First Renewal Optionshallbe exercisablebywrittennotice (the "RenewalNotice") toLandlordgivennotlaterthanAugust31,2027.Intheeventthat Tenanthasexercised the First Renewal Optionin accordance with this Article, the SecondRenewalOption shall be exercisableby RenewalNotice toLandlordgivennot less thanAugust 3I,2029.The FirstRenewal Termand SecondRenewalTermshallconstituteextensionsofthe initial Term of this Lease andshallbe upon allofthe same terms and conditions astheinitialTenn,exceptthat(i)thereshallbenofurtheroptiontorenewtheTennofthisLeaseand(ii) the BaseRentfortheFirstRenewalTennandtheSecondRenewalTermshallbepayableatarateperannumequaltheMarketRate(asdefinedherein)ofthePremises as ofthefirst dayof eachRenewalTerm.The "Market Rate" shallmean theprevailingfair marketrentalthat atenantwouldpayuponextending orrenewing itsexistinglease for space similarto thePremisesin thePortland, Oregonmetropolitanarea("Comparable Space"), based on all available data including comparable transactions forComparable Space consummatedwithintheprior twelve (12) monthperiod andtakinginto considerationthesize,location, accessibility, quality, condition, and zoning oftheBuilding as comparedto Comparable Space, the term ofthelease, any appropriaterentinducements orconcessionsincluded, and other relevantfactors.DuringtheRenewalTerms, allAdditionalRent that Tenantis obligatedtopayunder this Lease during theinitial Termhereof for OperatingExpenses shall continue withoutintemiption,it being theintentionofthepartiesheretothattheRenewalTermsshallbedeemedapartofand

continuationoftheinitial TennofthisLease.

28.02 Withinfour(4)monthsfollowingreceiptofTenant'sRenewalNotice,Landlordshall

advise Tenant in writing of its detennination of the Market Rate and basis therefor.IfTenantshalldisputeLandlord'sdeterminationoftheMarketRate,Tenant shallgivenoticetoLandlordofsuchdisputewithintwenty(20)daysofTenant'sreceiptofLand.lord's

100021165sI

21

 

notice of Landlord's calculation of the Market Rate, and the parties shall commencenegotiations to agree upon the Market Rate.If Landlord and Tenant are unable to reachagreement within thirty (30) days from the date of Tenant's notice of dispute, the MarketRateshallbedetenninedasfollows:

(a)The Market Rate shallbe detenninedby asingle arbitrator selectedby mutualagreementoftheparties.The arbitratorshallbe animpartialindependentrealestatebroker having not less than then 15 years• experience related to the leasing of commercialoffice space in office buildings comparable to the Building (a "Qualified Broker"), If theparties cannot agree on an arbitrator, then within a second period often ( I 0) days, eachpartyshallselectaQualifiedBrokerand,withinten( I 0)daysthereafter,thetwoQualifiedBrokers shall select athird QualifiedBroker andthe thirdQualifiedBrokershall be the sole arbitrator.If one party shall fail to select a Qualified Broker within thesecondten ( I0)day period, then the QualifiedBroker chosenby the other party shall bethesolearbitrator.

(b)Within 15 days following the appointment of the arbitrator. Landlord and Tenantshall attend a hearing before the arbitrator at which each party shall submit a reportsetting forth its determination of the Market Rate of the Premises as submitted to theother party under paragraph (a) above, together with such evidence as each such partyshall deemrelevantto supportits detennination.If either partyfails to submititsdetermination, then the arbitrator shall select the detennination that was submitted.Thearbitratorshall,within30daysfollowingsuchhearingandsubmissionofevidence,

renderhis or her decisionby selecting the detenninationoffairmarketrentalratesubmitted by either Landlord or Tenant which, in the judgment of the arbitrator, mostnearly reflects the fair market rental rate of the Premises for the RenewalTenn, and suchdeterminationshallbe final andbinding.   The arbitrator shall have no power or authorityto select any fair market rental rate other than a fair market rental rate submitted byLandlord or Tenant, and the decision of the arbitrator shall be final and binding uponLandlord and Tenant.If the fair market rental rate shall not have been determined by theRenewal Tenn CommencementDate, Tenant shallpay Base Rent in the amount equaltothe monthlyrent due during the last year of the initial Termor prior Renewal TermuntiltheMarketRateshallhavebeendeterminedbythearbitrator.Uponanysuchdetermination, the Base Rent for the Premises shall be retroactively adjustedto theRenewalTermCommencementDatebetweentheparties.

(c) The fees of the arbitrator and the expenses of the arbitration proceeding shall bepaid by the party whose estimate is not selected.Each party shall pay the fees of itsrespectivecounselandthefeesofanywitnessorexpert retainedbythat party.

28.03 Upon request by Landlord or Tenant following the commencement date for the RenewalTerm,LandlordandTenantwillmutuallyexecute,acknowledgeanddeliveranamendmentto this Lease setting forth the Base Rent for the Renewal Term, the RenewalTerm Commencement Date, and the Expiration Date, as extended.The failure of eitherparty to execute and deliver such an amendment shall not affect the rights or the partiesunder this Lease.If Tenant shall duly and timely exercise Tenant's right to the RenewalTerm pursuant to the terms hereof, all of the applicable references in this Lease to theTennshallbedeemed toincludetheRenewalTerm.

(000!2176SSl     22

28.04 It is an express condition of the Renewal Option granted to Tenant pursuant to the termsof this Article that time shall be ofthe essence with respect to Tenant's giving of theRenewalNoticewithintheperiodabove provided.

28.05 The Renewal Optionshall automaticallyterminate and become null, void and of no forceand effect upon the earlier to occur of (a) the expiration or termination of this Lease byLandlordorpursuanttolaw, (b) theterminationorsurrenderof Tenant'srighttopossession of the Premises or any portion thereof, or (c) the failure of Tenant to timely andproperlyexercisetheRenewalOption.

29. Confidentiality.

Tenant shall keep the provisions of this Lease confidential,and shall instructits agents,employees,attorneysandconsultantstokeepsuchprovisionsconfidential,buttheforegoingshallnotrestrictTenant'srighttodisclosesuchprovisionsasreasonablyrequired in connectionwith the conduct of its business to attorneys, accountants and otherprofessionals or as Tenant may otherwise be compelled by Law to disclose. Tenant agreesthatit shaJInot issue anypress release withrespect to or otherwisepublicizethis Lease,and Tenant shall require its agents and consultants to similarly refrain from publicizing theterms hereof.

30. Miscellaneous.

30.0I This Lease shall be interpreted and enforced in accordance with the Laws of the State ofOregon.

30.02 Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue oftheStateandCountywherethePropertyislocated.

30.03 If any term or provision of this Lease shall to any extent be void or unenforceable, theremainderofthisLeaseshallnotbeaffected.

30.04 If there is more than one Tenant or if Tenant is comprised of more than one party or entity,the obligations imposedupon Tenant shall be joint and several obligations of all theparties and entities, and requests or demands from any one person or entity comprisingTenant shall be deemed to have been made by all such persons or entities. Notices to anyonepersonorentityshallbedeemedtohavebeen giventoallpersonsandentities.

30.05 Tenant represents andwarrants toLandlordthat (a) eachindividualexecuting this Leaseon behalf of Tenant is authorized to do so on behalf of Tenant and (b) that Tenant is not,and the entities or individuals constituting Tenant or which may own or control Tenant orwhichmaybeownedorcontrolledbyTenantarenot,(a)inviolationofanylawsrelatingto terrorism or money laundering, or (b) among the individuals or entities identified onany list compiled pursuant to Executive Order 13224 for the purpose ofidentifyingsuspected terrorists or on the most current list published by the U.S. Treasury DepartmentOffice of ForeignAssets Controlatits official websitehttp//www.treas.gov/ofac/tllsdn.pdfor anyreplacementwebsiteor otherreplacementofficialpublicationofsuchlist.Landlord represents and warrants to Tenant that (a) each individual executing this LeaseonbehalfofLandlordisauthorizedtodosoonbehalfofLandlordand(b)thatLandlordis

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not, and the entities or individuals constituting Landlord or which may own or controlLandlord or which may be owned or controlled by Landlord, are not, (a) in violation ofanylaws relating to terrorism ormoney laundering, or (b) among the individuals orentities identified  on any  list compiled  pursuant to  Executive Order 13224 for the purposeofidentifying suspected terrorists oron the most currentlist publishedby theU.S.TreasuryDepartmentOfficeofForeignAssetsControlatitsofficialwebsitehttp//www.treas.gov/ofac/tnsdn.pdf oranyreplacementwebsiteorotherreplacementofficial publicationofsuchlist.

30.06 If either party institutes a suit against the other for violation of or to enforce any covenant,tenn or conditionof this Lease, the  prevailing  party shall  be entitled  to reimbursement  ofallofitscostsandexpenses,including,withoutlimitation,reasonableattorneys'fees.

30.07 Landlordand Tenantherebywaiveanyrighttotrial byjuryinanyproceedingbasedupona breach of this Lease.No failure by either party to declare a default immediately upon itsoccurrence, nor any delay by either party in taking action for a default, nor Landlord'sacceptance of Rent with knowledge of a default by Tenant, shall constitute a waiver of thedefault,norshallitconstitute anestoppel.

30.08 Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant(other than the payment of the Rent or any other amount due hereunder), the period oftime for the perfonnance of such action shall be extended by the number of days that theperformanceisactuallydelayedduetostrikes,actsofGod,shortagesoflaborormaterials,

war, terrorist acts, civil disturbances and other causes beyond the reasonable control of theperformingpartyotherthanlackoffunds("ForceMajeure").

30.09 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights andobligations under this Lease and in the Building and Property.Upon transfer Landlordshall be released from any further obligations hereunder and Tenant agrees to look solelyto the successor in interest of Landlord for the perfonnance of such obligations, providedthat, any successor pursuant to a voluntary, third party transfer (but not as part of aninvoluntarytransfer resultingfromaforeclosure or deedin lieuthereof) shall haveassumedLandlord'sobligationsunderthisLease.

30.10 Landlord has delivered a copy of this Lease to Tenant for Tenant's review only and thedeliveryofitdoesnotconstituteanoffertoTenantoranoption.

30.11 Landlord and Tenant each acknowledge and agree that Broker represented Landlord andTenant in connection with this Lease.Tenant represents that it has dealt with, and onlywith Broker, and no other real estate brokers, in connection with this Lease.Tenant shallindemnify andhold Landlord and the Landlord  Related Parties hannless from all claims ofany brokers, other than Broker, claiming to have represented Tenant in connection withthis Lease.Landlord shall indemnify and hold Tenant and the Tenant Related Partiesharmlessfromallclaims of anybrokers claimingtohaverepresentedLandlordinconnection with this Lease. Landlord agrees to pay brokerage commissions to the Brokerinaccordancewiththeirseparatewrittencommissionagreement.

(000217655)24

30.12 Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of thisLease,providedTenantpays theRent andfullyperforms allofits covenantsandagreements.   This covenant shallbe binding uponLandlord and its successors only duringitsortheirrespectiveperiodsofownershipoftheBuilding.

30.13 This Lease does not grant any rights to light or air over or about the Building.Landlordexcepts and reserves exclusively to itself any and all rights not specifically granted toTenantunderthisLease.

30.14 This Lease constitutes the entire agreement between the parties and supersedes all prioragreements and understandings related to the Premises, including all lease proposals,letters ofintent and other documents.Neitherparty isrelying upon any warranty,statement or representation not contained in this Lease. This Lease may be modified onlybyawrittenagreementsignedbyan authorizedrepresentativeofLandlordandTenant.

[NoFurther Textonthis Page;SignaturePageFollows)

100021765sI25

LandlordandTenanthaveexecutedthisLeaseasofthedayandyearfirstabovewritten.

LANDLORD:

PDOFFICEOWNER 11,L.P.,aDelaware

limitedpartnership

By: PDOfficeOwner11GP,L.L.C.,its

GeneralPa

 

TENANT:

FISERV SOLUTIONS,LLC,aWisconsinlimited

liabilitycompany

By:

Name:

Title:VGlobalRealEstat•---­

WorkplaceSolutions

100021765sI

EXHIBITA

PLANOFPREMISES/BUILDINGANDPROJECT

Allareas, dimensions andlocationsare approximate, and anyphysical conditionsindicatedmaynotexistasshown.

10002116ssl

Walking&runningtraUs

SWStratusSt

@

Tennis&voll11y

ballcourts

KollCenterWetlandsPark

0

ll90.5

(J

9205

North

(j)

870.5

8700

L]

CJ

8770

EXHIBITB

WORKLETTER

Capitalizedterms not otherwise defined in this Exhibit Bshall have the meaning given to suchtennsintheLeaseofwhichthisExhibitBisapart.

Provided that Tenant is not then in Default under the Lease, Landlord shall pay Tenant for (a) thedesignandconstructioncostsandexpensesincurredinconnectionwithalterationsandimprovements made in connection with Tenant's initial occupancy of the Premises ("TenantWork"), but inno event to exceedthe LandlordAllowance.Landlord agrees that Tenant mayuse any reputable, licensed architect for preparation of the test fit plans and full plans andspecifications, including Landlord's architect for the Property, LRS Architects.The LandlordAllowance may be utilized to pay for the hard and soft costs of Tenant Work, Tenant's movingcosts, low voltage wiring and telecommunications cabling. but noportion of the LandlordAllowance may be used for business and other equipment, furniture, trade fixtures, signageand/orpersonalproperty. Landlordagreesthatof the Landlord Allowance may beutilized by Tenant as a credit against monthly Base Rent and Additional Rent.Any portion ofthe Landlord Allowance that Tenant fails to requisition or utilize as a rental credit as set forthabovewithineighteen(18)monthsfromtheAccessDateshallbeforfeitedbyTenant.

(a) Tenant shall manage the construction of the TenantWorkin the PremisespursuanttoplanspreparedbyTenant'sarchitectandapprovedbyLandlord, whichapproval shall not be unreasonablywithheld, conditionedor delayed.Tenant shall be solely responsible for the timely preparationandsubmissiontoLandlordofthefinalarchitectural,electricaland

mechanical construction drawings, plans and specifications necessary toconstructtheTenantWork.

(b) Tenant shall enterinto a direct contractfor the TenantWork with ageneral contractor selected by Tenant and approved by Landlord (whichapproval shall not be unreasonablywithheld, conditioned or delayed)followingTenant'sbiddingprocess.Landlord'sdesignatedelectricalcontractor, mechanical/HYAC contractor and life safety contractor shallbepermittedtobid onthe electrical,mechanical/HY AC andlife safetyportions of the Tenant Work (respectively).In addition, Landlord shallhave the right to approve of any subcontractors used in connection withthe Tenant Work (which approval shall not be unreasonably withheld,conditioned or delayed). Landlord's supervision of any work for or onbehalf of Tenant shall not be deemed a representation by Landlord that theplansortherevisionstheretocomplywithapplicableinsurancerequirements or applicable Laws, or that the improvements constructed inaccordancewiththeplansandanyrevisionstheretowillbeadequatefor

Tenant'suse,itbeingagreedthatTenantshallberesponsibleforall

elementsof thedesign oftheTenant Workandanychangesthereto

100021165sI

 

(including,withoutlimitation,compliancewithapplicableLaws,functionalityofdesign,thestructuralintegrityofthedesign,theconfiguration of the Premises and the placement of Tenant's furniture,appliancesandequipment).Accordingly,notwithstandingLandlord'sreview and approval of the plans, Landlord shall have no responsibility orliability whatsoever for any errors or omissions contained in the plans, ortoverifydimensionsorconditions,orforthequality,design  orcompliancewith applicableLaws ofany improvementsdescribedthereinor constructed in Premises, and Tenant hereby waives all claims againstLandlord relating to, or arising out of the construction of the Tenant Work,unlesscausedbythegrossnegligenceorwillfulmisconductofLandlord.

(c) Subject to the Landlord Allowance, Tenant shall be responsible for thecost of the Tenant Work, including the cost of preparing the plans andpennits, plus any applicable state sales or use tax, if any.Tenant agreesthat Tenant shall complywithits obligationsunder theLease withrespectto construction and/or alterations of the Premises.Tenant shall make nochanges or modificationsto the plans or submit any change orders withoutthe prior writtenapprovalof Landlord(which approvalshallnotbeunreasonablywithheld,conditionedordelayed)andotherwiseinaccordancewiththeLease.

(d) The Landlord Allowance may be utilized by Tenant in connection with theconstruction and/or alteration of the Tenant Work, as provided above, topay for (i) "hard cost expenses" (as hereinafter defined) and (ii) "soft costexpenses" (as hereinafter defined).Tenant shall be entitled to requestdisbursement of portions of the Landlord Allowance from time to time,but no more often than monthly, in order to pay contractors, vendors andsuppliers directly for portions of the Tenant Work completed. Landlordagrees to disburse the applicableportions ofthe Landlord Allowancewithinthirty(30)daysafterreceiptandapprovalofacompletedrequisition for payment ("Tenant Requisition") in a fonn issued by theAmericanInstituteofArchitects(A[A)orotheiwiseapprovedbyLandlord,certifiedandsworntoby TenantandTenant's  architect,together with invoices, waivers of liens and releases from contractors,vendors and suppliers as Landlord reasonably requires.In each instanceTenantshallreceiveproofofpayment.

(e) Each Tenant Requisition shall certify (W) the amount being requestedallocated as follows: (i) the amount being requested with respect to "softcost expenses" (which shall be defined herein to mean costs, fees, andcharges for pennits and licenses and any architectural, engineering, designand construction management and consulting fees or similar fees paid orincurred in connection with the Tenant Work), (ii) the aggregate amountofsoftcostexpensestheretoforepaid,(iii)theamountbeingrequested

withrespectto"hardcostexpenses"(whichshallbedefinedhereinto

100021765sI

 

mean costs and expenses of labor, materials and supplies paid or incurredinconnectionwiththeTenantWork),(iv)theaggregateamountofthehard cost expensestheretoforepaid; (X) the approximatepercentageofcompletionattainedwith respect to eachitem ofthe TenantWork uponLandlord's writtenrequest; (Y)the cost incurredwithrespect to such item;and (Z)that theportionof the TenantWorktheretoforecompletedhasbeencompletedinagoodandworkmanlikemanner,tothesatisfactionofTenant'sarchitect,substantiallyinaccordancewiththeplansandincompliancewithallLawsandpermits.SolongasTenantshallnotthenbein defaultundertheLeasebeyondanyapplicablenoticeand  cureperiod,paymentshallbe made for work completedas certifiedin Tenant'srequest and the TenantRequisition, which Tenant Requisition shall reflect afive (5%) percent orgreater "holdback" until  such contractor's  portionof the TenantWork,includingpunchlist items shallhave beenfinallycompleted.SolongasTenantshallnotthenbeindefaultundertheLease,beyondany applicablenotice and cure period (ifany), within thirty (30)days following thelast to occur of: (A) Tenant's request for payment of thefinalinstallment of the LandlordAllowance, (B)final completion oftheTenantWorkinaccordancewiththeprovisionsofthisLease,(C)thecertificationofTenant'sarchitectthattheTenantWorkhas beencompletedinagoodandworkmanlikemanner,tothe satisfactionofTenant's architect, substantiallyin accordancewith the approvedplans andincompliancewithallLawsandpermits,(D) deliverybyTenanttoLandlord ofwaivers oflien andreleases from all contractorsdesiring finalpayment for allworkperformedby such contractors and (E) deliverybyTenanttoLandlordof"asbuilt"drawings(ifavailable)withrespecttotheTenantWork,thebalanceoftheLandlordAllowanceshallbedisbursed.

(f) Landlordshallbe entitledto deduct from theLandlordAllowance aconstruction managementfee for Landlord's oversight ofthe Tenant Workin an amountequal to the actual cost incurredby Landlord forsuchconstruction management, but not to exceed 1.0% of the cost of TenantWork.

(g) Provided Tenant is not in Default under the Lease, Landlord agrees toprovideTenantwiththeTestFitAllowancetobeappliedtowardthecostof "test fit" plans for the Premises.  The Test Fit Allowance shall be paidtoTenant(ortothearchitectdirectly)withinthirty(30)daysofsubmissiontoLandlordofawrittenrequesttherefor andadetailedinvoice.

(000217655I

 

EXHIBITC

OPERATINGEXPENSESANDREALPROPERTYTAXES

1. Operating Expenses.Tenant shall pay Tenant's Proportionate Share of the total amount ofOperatingExpenses(definedbelow)foreachcalendaryearduringtheTerm.

1.01"Operating Expenses" as used in the Lease shall include all costs and expenses relatedto the ownership. management, operation, maintenance,replacement,improvementand repair ofthe Premises, Building, Project and/or Property, or any part thereof, incurred by Landlordincluding but not limited to:(a) costs and expenses of Property supplies, materials, labor,equipment, and tools; (b) Utility and Service Costs (as further described in SectionL.03 below),security, janitorial, trash removal, and all applicable service and maintenance agreements; (c)Property related legal, accounting, and consulting fees, costs and expenses, including but notlimited to the cost of contests of Real Property Taxes; (as further described in Section 1.02below); (d)Insurance Premiums for all policies deemed necessary by Landlord and/or its lenders,and all deductible amounts under such policies (as further described in Section 1.04 below); (e)costs and expenses of operating, maintaining, and repairing the Property, including but notlimited to all interior areas and also driving, parking, loading, and other paved orunpaved areas(including but not limited to, resurfacing and striping and any snow and ice removal Landlordelects to conduct), landscaped areas (including but not limited to, tree trimming),buildingexteriors (including but not limitedto, painting androof work), signs and directories, andlighting; (f) costs of capital improvements and replacements (including but not limited to, allfinancing costs and interest charges) amortized over the useful life of the capital improvement orreplacementreasonably determinedbyLandlord; (g)costs and expenses ofcompensation(including but not limited to, any payroll taxes, worker's compensation for employees, andcustomary employee benefits) of all persons, including independent contractors, who perfonnduties, or render services on behalf of, or in connection with the Property, or any part thereof,including but not limited to, Property operations, maintenance, repair, and rehabilitation; (h)Property management fees (not to exceed 2.5% of gross revenues) and the cost of providingspaceusedbythePropertymanager;and(i)RealPropertyTaxes.

Notwithstandingthe foregoing,OperatingExpensesshallnotinclude:(i)depreciationcharges;

(ii)interest and principal payments, loan fees, penalties, attorneys' fees and other costs relating toany mortgages or loans relating to the Project; (iii) ground rental payments; (iv) advertising andpromotional expenses, real estate brokerage and leasing commission; (v) legal fees for thenegotiation or enforcement of leases; (vi) cost of repair from a Casualty or taking; (vii) the costof any repair, replacement or other expense which is the Landlord's responsibility to pay underthis Lease; (viii) cost of altering the space of other tenants or amounts expended by Landlord toperform the delinquent or defaulted obligations of other tenants of the Project; (ix) costs andexpenses of any insurancewhichis not required or permitted tobe carriedby Landlordpursuantto the provisions of this Lease andis not customarily maintainedbylandlords ofoffice buildingsin the Beaverton market; (x) costs, expenses, fines or penalties due to Landlord's violations ofany governmental law or rule; (xi) income, excess profit or corporate capital stock tax; (xii) costsand expenses for which Landlord has been reimbursed by insurance, another service or thirdparty;(xiii)Landlord'sgeneraloverheadandadministrativeexpenses(including,without

(000217655)

 

limitation,salariesandexpensesofLandlord'sexecutiveofficers);and(xiv)costsrelatedto

maintainingLandlord'sexistenceasalimitedpartnershiporotherentity.

1.02"RealPropertyTaxes"shallincludeanyfee,licensefee,tax,levy,charge,orassessment (hereinafter individually and/or collectively referred to as "Tax") imposed by anyauthority having the direct or indirect power to tax and where such Tax is imposed against theProperty, or any part thereof. or Landlord in connection with its ownership or operation of theProperty, including but not limited to: (a) any Tax on rent or Tax against Landlord's business ofleasing the Property; (b) any Tax by any authority for services or maintenance provided to theProperty, or any part thereof, including but not limited to, fire protection, streets, sidewalks, andutilities; (c) any Tax on real estate or personal property levied with respect to the Property, orany part thereof, and any fixtures and equipment and other property used in connection with theProperty; (d) any Tax based upon a reassessment of the Property due to a change in ownership ortransfer of allorpart ofLandlord'sinterestintheProperty; and(e)anyTaxreplacing,substituting for, or in addition to any Tax previously included in this definition.Real PropertyTaxes do not include Landlord's federal or state net income taxes or any franchise, capital, stock,transfer, inheritance or income (other than rental income) tax imposed on Landlord.In case ofspecial taxes or assessments which may be payable in installments, only the amount of eachinstallment and interest paid thereon paid during a calendar year shall be includedin RealPropertyTaxesforsuchyear.

Landlord agrees, in the event Landlord does not institute an action to reduce Real Estate Taxesand/or the assessment of the Property for RealEstate Tax purposes ("RET Action"), that Tenanthas the right to institute such RET Action, at Tenant's sole cost and expense.Upon writtenrequest of Tenant, Landlord agrees to advise Tenant as to whether such RET Action has beencommenced or if Landlord intends to commence such RET Action.Such RET Action shall becommencedin the name of Tenant, unless suchRET Action can only be commencedin the nameof Landlord, in which event Tenant has the right to commence such RET Action on behalf ofLandlord.Landlordagrees to execute such documents andinstruments necessaryto commenceand prosecutethe RET Action.Tenant agrees to provideLandlordwith copies of all documentsand instruments at least three (3) business days prior to filing in the RET Action.A RET Actioncommencedby Tenant, and any settlement of any RET Action, cannot affect (a) the Real EstateTaxes or the assessment of the Property for period before JanuaryI, 2018 or after December 31,2028 (or December 31, 2030 in the event the First Renewal Option is exercised, or December 31,2032intheeventtheSecondRenewalOptionisexercised).

1.03 "Utility and Service Costs" shall include all Landlord incurred utility and service costsand expenses including but not limited to costs related to water and plumbing, electricity, gas,lighting, steam, sewer, waste disposal, and HVAC, and all costs related to plumbing, mechanical.electrical,elevator, HYAC,andothersystems.

1.04 "Insurance Premiums" shall include all insurance premiumsfor all insurancepoliciesmaintainedbyLandlordfromtimetotime relatedtotheProperty.

1.05 Throughout the Term, Tenant will pay as Additional Rent its Proportionate Share (of theProject,Property and/or Building, as designatedfromtime to time by Landlord) of OperatingExpenseswhichwillbeequaltoeachcalendaryear'stotalOperatingExpensesmultipliedby

(000217655l

 

Tenant's Proportionate Share.Estimated payments shall be made monthly on or before the firstday of each calendar month each in the amount of Landlord's then current estimate as outlinedbelow.Tenant's Proportionate Share will be prorated for partial months.Landlord agrees thatthecostofcapitalimprovementsandreplacementsshallnotbeincludedinTenant'sProportionate Share of Operating Expenses for the period from the Commencement Date throughandincludingAugust31,2019.

1.06 Tenant's Proportionate Share of Operating Expenses shall be determined and paid asfollows:

(a)Tenant's Operating Expense Estimates:As soon as is practical followingthe end of each calendar year, but not later than May l, Landlord will provide Tenant with adetermination of:(a) Tenant's annual share of estimated Operating Expenses for the then currentcalendaryear;(b)Tenant'smonthly OperatingExpenseestimateforthethen currentyear;and,

(c) Tenant's retroactive estimate correction billing (for the period of January I^st through the dateimmediatelyprior to the commencement date of Tenant's new monthly Operating Expenseestimate) for the difference between Tenant's new and previously billed monthly OperatingExpenseestimatesforthethencurrentyear.

(b)Tenant's Proportionate Share of Actual Annual Operating Expenses: Eachyear, Landlord will provide Tenant with a detennination reflecting the total Operating Expensesfor the previous calendar year.If thetotal of Tenant's Operating Expense estimates billed for theprevious calendar year are less than Tenant'sProportionateShare ofthe actual OperatingExpenses, the detennination will indicate the payment amount and date due.   If Tenant has paidmore thanits Proportionate Share of OperatingExpenses for the preceding calendar year,Landlordwill creditthe overpaymenttowardTenant'snextinstallmentofBaseRent orOperating Expense obligations, orpay the overpayment to Tenant if such overpaymentrelates tothe last year of the Term.Monthly Operating Expense estimates are due on the l'^t ofeach monthandshallcommenceinthemonthspecifiedbyLandlord.Tenant'sretroactiveestimatecorrection, and actual annual Operating Expense charges, if any, shall be due, in full, on thedate(s) specified by Landlord (but not earlier than 30 days after Tenant's receipt of the OperatingExpensestatement).

2.Tenant shall pay each Operating Expenses in accordance with Tenant's Proportionate Shareof the Building or Tenant's Proportionate Share of the Project or the Property, as OperatingExpensesarereasonablydesignatedbyLandlord.

3.Tenant, within 60 days after receiving Landlord's determination of Operating Expenses, maygiveLandlordwrittennotice("ReviewNotice")thatTenantintendstoreviewLandlord'srecords of the OperatingExpenses (excludingRealProperty Tax) for the calendaryear to whichthe statement applies.Withinareasonabletime after receipt ofthe Review Notice,Landlordshallmake all pertinentrecords availablefor inspectionthat are reasonablynecessary for Tenantto conductits review.If any records aremaintainedat alocation other than the managementoffice for the Building, Tenant may either inspect the records at such other location or pay for thereasonablecostof copyingandshippingtherecords.If Tenantretains an agenttoreviewLandlord's records, the agent must be with a CPAfirmlicensedto do businessin the state wherethePropertyislocated.Tenantshallbesolelyresponsibleforallcosts,expensesandfees

{0002176SS)

 

incurred for the audit, unless the audit reveals an overcharge to Tenant of more than five percent(5%), in which case Landlord shall pay or  reimburse Tenant's costs incurred for the audit.Within 90 days after the records are made available to Tenant, Tenant shall have the right to giveLandlord written notice (an "Objection Notice") stating in reasonable detail any objection toLandlord's statement of Operating Expenses for that year. If Tenant fails to give Landlord anObjection Notice within the 90-day period or fails to provide Landlord with a Review Noticewithin the 60-day period described above, Tenant shall be deemed to have approvedLandlord'sdetennination of Operating Expenses and shall be barred from raising any claims regardingOperating Expenses for that year.If Tenant provides Landlord with a timely Objection Notice,Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant'sObjection Notice.If Landlord and Tenant determine that Operating Expenses for the calendaryear are less thanreported,Landlordshallprovide Tenantwith a credit againstthe nextinstallment of Base Rent or Tenant's Proportionate Share of Operating Expenses in the amountof the overpayment by Tenant.Likewise, if Landlord and Tenant detennine that OperatingExpenses for the calendar year are greater than reported, Tenant shall pay Landlord the amountof any underpaymentwithin 30 days.The records obtainedby Tenant shallbe treated asconfidential. In no event shall Tenant be permitted to examine Landlord's records or to disputeany statement of Operating Expenses unless Tenanthas paid and continues to pay allRent whendue.

10002176Ssl

EXHIBITD

RULESANDREGULATIONS

Landlord reserves the right to make such other and reasonable rules and regulations as in itsjudgment may from time to time be needed for safety and security, for care and cleanliness of theBuilding and the Project and for the preservation of good order therein.Tenant agrees to abideby all such Rules and Regulations herein stated and any additional rules and regulations whichare adopted.Tenant shall be responsible for the observance of the Rules and Regulations and theParkingRulesandRegulationssetforthbelowbyTenant'semployees,agents,clients,customers, invitees and guests. These Rules and Regulations are in addition to, and shall not beconstrued to in any way modify, alter or amend, in whole or in part, the terms, covenants,agreements and conditions of any lease of any premises in the Property. Landlordmay waive anyone or more ofthese Rules andRegulationsfor the benefit of any particular tenant or tenants, butno such waiver by Landlord shall be construed as a waiver of such Rules and Regulations infavor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any suchRulesandRegulationsagainstanyoralltenantsoftheBuilding.

I.Driveways, sidewalks, halls, passages, exits, entrances, elevators, escalators and stairwaysshallnot be obstructedby tenants or usedby tenants for any purpose other than for ingress toand egress from their respectivepremises.The driveways, sidewalks, halls, passages, exits,entrances, elevators and stairways arenot for the use ofthe generalpublic andLandlord shallin all cases retain theright to control and prevent access thereto by all persons whosepresence, in the judgment ofLandlord, shall be prejudicial to the safety, character, reputationand interests of the Building, the Property and its tenants, provided that nothing hereincontainedshallbe construedto prevent such access to persons with whom any tenantnonnally deals in the ordinary course of such tenant's business unless suchpersons areengaged in illegal activities.No tenant, and no employees orinvitees of any tenant, shall goupontheroofofanyBuilding,exceptasauthorizedbyLandlord.

2No signs, advertisements or notices shall be painted or affixed to windows, doors or otherparts of the Building, except those of such color, size, style and in such places as are firstapprovedinwritingbyLandlord.Alltenantidentificationandsuitenumbersattheentranceto the Premises shall be installedby Landlord, at Tenant's cost and expense, using thestandard graphics for the Building. Landlord shall have the right to remove any such sign,placard,banner,picture, name, advertisement, ornotice withoutnotice to and atthe expenseof Tenant, which were installed or displayed in violation of this rule. All approved signs orlettering on doors and walls shall be printed, painted, affixed or inscribed atthe expense ofTenant by a person or vendor approved by Landlord and shall be removed by Tenant at thetime of vacancy at Tenant's expense. Except in connection with the hanging of lightweightpictures and wall decorations, no nails, hooks or screws shall be inserted into any part of thePremises or Building except by the Building maintenance personnel without Landlord's priorapproval.

3. ThedirectoryoftheBuildingorProperty,ifany,willbeprovidedexclusivelyforthedisplay

ofthenameandlocationoftenantsonly,

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4. No curtains, draperies,blinds, shutters, shades, screens or other coverings, awnings,hangingsor decorations shall be attached to, hung or placed in, or used in connectionwith, anywindow or door on the Premises without the prior written consent of Landlord.In any eventwith the prior written consent of Landlord, all suchitems shall be installedinboard ofLandlord's standard window covering and shall in no way be visible from the exterior of theBuilding.All electrical ceiling fixtures hung in offices or spaces along the perimeter of theBuilding must be fluorescent or of a quality, type, design, and bulb color approvedbyLandlord.No articles shall be placed or kept on the window sills so as to be visible from theexterior of the Building.No articles shall be placed against glass partitions or doors whichLandlordconsidersunsightlyfromoutsideTenant'sPremises.

5. Each tenant shall be responsible for all persons for whom it allows to enter the Building orthe Property and shall be liable to Landlord for all acts of such persons. Landlord and itsagents shall not be liable for damages for any error concerning the admission to, or exclusionfrom, the Building or the Property of any person.During the continuance of any invasion,mob,riot, public excitementorother circumstancerendering such actionadvisableinLandlord's opinion,Landlordreserves the right (butshallnot be obligated) topreventaccessto the Building and the Property during the continuance of that eventby anymeans itconsiders appropriate for the safety of tenants and protection of the Building, property in theBuildingand theProperty.

6. Tenant shall not alter any lock or access device or install a new or additional lock or accessdevice or bolt on any door of its Premises, without the prior written consent of Landlord.IfLandlord shall give its consent, Tenant shall in each case furnish Landlord with a key for anysuch lock.Tenant, upon the terminationof its tenancy, shall deliver toLandlordthe keys forall doors which have been furnished to Tenant, and in the event of loss of any keys sofurnished,shall payLandlordtherefor.

7. The restrooms, toilets, urinals, wash bowls and other apparatus shall not be used for anypurpose other than that for which they were constructed and no foreign substance of any kindwhatsoever shall be thrown into them.The expense of any breakage, stoppage, or damageresulting from violation of this rule shall be borne by the tenant who, or whose employees orinvitees,shallhavecausedthebreakage,stoppage,ordamage.

8. Tenant shall not use or keep in or on the Premises, the Building or the Property any kerosene,gasoline, or inflammable or combustible fluid or material except in strict accordance with theterms of the Lease.Tenant shall not use, keep or permit to be used or kept in its Premisesany foul or noxious gas or substance.Tenant shall not allow the Premises to be occupied orused in a manner offensive or objectionable to Landlord or other occupants of the Buildingby reason of noise, odors and/or vibrations or interfere in any way with other tenants or thosehaving business therein.No animals, except those assisting handicapped persons, shall bebroughtontothePropertyorkeptinoraboutthePremises.

9. Except with the prior written consent of Landlord, Tenant shall not sell, or permit the sale, atretail,ofnewspapers,magazines,periodicals,theaterticketsoranyothergoodsormerchandiseinoronthePremises,norshallTenantcarryon,orpermitorallowany

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employee or other person to carry on, the business of stenography, typewriting or any similarbusiness in or from the Premises for the service or accommodationof occupants of any otherportion of the Building, or the business of a public barber shop, beauty parlor, nor shall thePremisesbeusedfor any illegal, improper,immoral or objectionablepurpose, or anybusiness or activity other than that specificallyprovided for in such Tenant's Lease.Tenantshall not accept hairstyling, barbering, shoeshine, nail, massage or similar services in thePremisesorcommonareasexceptasauthorizedbyLandlord.

10. If Tenant requires telegraphic, telephonic, telecommunications, data processing, burglaralarm or similar services, it shall first obtain, and comply with, Landlord's instructions intheir installation.   The cost of purchasing,installation and maintenance of such services shallbe borne solely by TenantLandlord will direct electricians as to where and how telephone,telegraph and electrical wires are to be introduced or installed.No boring or cutting for wireswill be allowed without the prior written consent of Landlord.The location of burglaralarms, telephones, call boxes and other office equipment affixed to the Premises shall besubjecttothepriorwrittenapprovalofLandlord.

11. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or anyother device on the exterior walls or the roof of the Building, without Landlord's consent.Tenant shall not interfere with radio or television broadcasting or reception from or in theBuilding,thePropertyor elsewhere.

12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall beaffixed to the floor of its Premises in any manner except as approved in writing by Landlord.Tenant shall not place a load upon any floor of its Premises which exceeds the load persquarefootwhichsuchfloorwasdesignedtocarryorwhichisallowedbylaw.

13. Tenantshallnot operate orpennit to be operated acoin ortokenoperated vending machineorsimilardevice(including,withoutlimitation,telephones,lockers,toilets,scales,amusement devices and machines for sale of beverages, foods, candy, cigarettes and othergoods), except for machines for the exclusiveuse of Tenant's employeesand invitees.Bicycles and other vehicles are not permittedinside the Building oron the walkways outsidetheBuilding,exceptinareasdesignatedbyLandlord.

14. Businessmachines andmechanicalequipmentbelongingtoTenantwhichcausenoise orvibrationthat may betransmittedto the structure of the Building or to any space thereintosuch a degree as to be objectionableto Landlord or to any tenants in theBuilding shall beplacedandmaintainedby Tenant, atTenant'sexpense,onvibrationeliminatorsorotherdevices sufficienttoeliminatenoise orvibration.Thepersons employedtomovesuchequipment in or out of the Building must be acceptable to Landlord. Tenant shall not install,operate or maintainin the Premises or in any other area of the Building, electrical equipmentthat would overloadthe electrical systembeyondits capacity for proper, efficient and safeoperation asdetenninedsolelyby Landlord.   Tenant shallnot furnish cooling orheating tothe Premises, including, without limitation, the use of electric or gas heating devices, withoutLandlord'spriorwrittenconsent.Tenantshallnotusemorethanitsproportionateshareof

telephonelinesandothertelecommunicationfacilitiesavailabletoservicetheBuilding.

(000217655)

15. Each tenant shall store all its trash and garbage within the interior of the Premises or asotherwise directed by Landlord from time to time. Tenant shall not place in the trash boxesor receptacles any personal trash or any material that may not or cannot be disposed of in theordinary and customary manner of removing and disposing of trash and garbage in the city,withoutviolationof anylaworordinancegoverningsuchdisposal.

16. Canvassing,soliciting,distributionofhandbillsoranyotherwrittenmaterialandpeddlinginthe Building and the Property are prohibited and each tenant shall cooperate to prevent thesame. No tenant shall make room-to-room solicitation of business from other tenants in theBuildingortheProperty,without thewrittenconsentofLandlord.

17. Landlord shall have the right, exercisable without notice and without liability to any tenant,to change the name and address of the Building and the Property.Without the prior writtenconsent of Landlord, Tenant shall not use the name of the Building, Project or the Property orany photograph or other likeness of the Building, Project or the Property in connection with,orinpromoting or advertising, Tenant'sbusiness except that Tenant may includetheBuilding's,Project'sorProperty'snameinTenant'saddress.

18. Landlordmay fromtime to time adopt systems andproceduresfor the securityand safety ofthe Building andProperty,its occupants, entry,use and contents.Tenant,its agents,employees,contractors,guests andinviteesshall complywithLandlord's systems andprocedures. Tenant shall comply with all safety, fire protection and evacuation proceduresand regulations establishedby any governmentalagency.Tenant assumes any andallresponsibility for protectingits Premises fromtheft, robbery andpilferage, whichincludeskeepingdoorslockedandothermeansofentrytothePremisesclosed.

19. Deleted.

20. Smoking of any kind is strictly prohibited, at all times, at any location on the Property,except in the designated smoking area which is located at the OUTSIDE PERIMETER OFTHE BUILDING ONLY.Landlord may relocate the designated smoking area at its solediscretion,atanytimeduringtheTermofthisLease.

PARKfNGRULESANDREGULATIONS

1. Carsmustbeparkedentirelywithinpaintedstalllines.

2. Alldirectionalsigns andarrowsmustbeobserved.

3. All postedspeedlimits for the parking areas shall be observed.ffno speedlimit ispostedforanarea,thespeedlimitshallbefive(5)milesperhour.

4. Parkingisprohibited:

(a) inareasnotstripedforparking;

100021165sI

(b) inaisles;

(c) where"noparking"signsareposted;

(d) onramps;

(e) incrosshatchedareas;and

(f) insuchotherareasasmaybedesignatedbyLandlord.

5.Handicapandvisitorstallsshallbeusedonlybyhandicappedpersonsorvisitors,asapplicable.

6.Parking stickers or any other device or fonn of identification supplied by Landlord fromtime to time (if any) shall remain the property of Landlord.Such parking identification devicemust be displayedas requested andmay not be mutilatedin any manner.   The serialnumber ofthe parking identification device may not be obliterated. Devices are not transferable and anydevice may not be obliterated. Devices are not transferable and any device in possession of anyunauthorized holder will be void.There will be a replacement charge payable by the parker andsuch parker's appropriate tenant equal to the amount posted from time to time by Landlord forlossofanymagneticparkingcardoranyparkingsticker.

7. Every parker is required to park and lock his or her own car.All responsibility fordamage tocarsorpersonsisassumedbytheparker.

8.Loss or theft of parking identification devices must be reported to Landlord, and a reportof such loss or theft must be tiled by the parker at that time. Any parking identification devicesreported lost or stolen found on any unauthorized car will be confiscated and the illegal holderwill be subject to prosecution. Lost or stolen devices found by the parker must be reported toLandlordimmediatelytoavoidconfusion.

9.Parkingspacesareforthe expresspurposeofparking oneautomobileper space.Washing,waxing, cleaning, orservicing of anyvehicleby the parker and/or suchperson's agentsis prohibited.The parking areas shall not be used for overnight or other storage for vehicles ofanytype.

I0. Landlord reserves the right to refuse the issuance of  parking identification or accessdevices to any tenant and/or such tenant's employees, agents, visitors or representatives whowillfullyrefuse tocomplywiththeParkingRules andRegulationsand/or all applicablegovernmentalordinances,laws,oragreements.

11.Tenant shall acquaint its employees, agents, visitors or representatives with the ParkingRulesandRegulations,astheymaybe ineffectfromtimetotime.

12.Any monthly rental for parking shall be paid one month in advance prior to the first day ofsuch month. Failure to do so will automatically cancel parking privileges, and a charge of theprevailing daily rate will be due. No deductions or allowances from the monthly rental forparkingwillbemadefordaysaparkerdoesnotusetheparkingfacilities.

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13.A reasonable replacement charge shall be paid to replace a lost parking/building accesscards.

14.Vehiclesparkedin publicparking areas willbe no larger than full-sizedpassengerautomobiles or standard pick-up trucks.   Landlord reserves the right, without notice to Tenant, totow away at Tenant's sole cost and expense any vehicles parked in any parking area for anycontinuous period of 24 hours or more, or earlier if Landlord, in its sole discretion, detenninessuchparkingtobe ahazard orinconvenience to other tenants orLandlord,or violates any rulesor regulations orposted notices relatedto parking.Landlord shall not be responsible forenforcing Tenant's parking rights against third parties. From time to time, Landlord reserves theright, upon written notice to Tenant, to change the location, the availability and nature of parkingspaces, establishreasonable time limits on parking, and, on an equitable basis, to assign specificspaces withorwithoutchargeto TenantasAdditionalRent

15.Tenant shall at all times complywith all applicableLaws (as definedin the Lease)respectingtheuseoftheparkingfacilityservingtheBuilding.

16.LANDLORD SHALL NOT BE LIABLE FORANY LOSS, INJURY OR DAMAGETO PERSONS USING THE PARKING FACILITY OR AUTOMOBILES OR OTHERPROPERTY THEREIN,IT BEINGAGREED THAT, TO THE FULLEST EXTENTPERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISKOF TENANT AND ITS EMPLOYEES.WITHOUT LIMITING THE FOREGOING,TENANTHEREBYVOLUNTARILYRELEASES,DISCHARGES,WAIVESANDRELINQUISHESANYANDALLACTIONSORCAUSESOFACTIONFORPERSONAL INJURY OR PROPERTYDAMAGE OCCURRING TO TENANT ARISINGAS A RESULT OF PARKING IN THE PARKING FACILITY, OR ANY ACTIVITIESINCIDENTAL THERETO, WHEREVER OR HOWEVER THE SAME MAY OCCUR,AND FURTHER AGREES THAT TENANT WILL NOT PROSECUTE ANY CLAIMFOR PERSONAL INJURY OR PROPERTYDAMAGE AGAINST LANDLORD ORANYOFTHELANDLORDRELATEDPARTIESFORANYSAIDCAUSESOFACTION.INALLEVENTS,TENANTAGREESTOLOOKFIRSTTOITSINSURANCE CARRIER AND TO REQUIRE THAT TENANT'S EMPLOYEES LOOKFIRST TO THEIR RESPECTIVEINSURANCE CARRIERSFOR PAYMENT OF ANYLOSSESSUSTAINEDINCONNECTIONWITHANYUSEOFTHEPARKINGFACILITY.TENANTHEREBYWAIVESONBEHALFOFITSINSURANCECARRIERSALLRIGHTSOFSUBROGATIONAGAINSTLANDLORDORLANDLORDRELATED PARTIES.

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EXIDBITE

GUARANTY

{00021765sI

GUARANTYOFLEASE

THIS GUARANTY OF LEASE (this "Guaranty") is made this as of the_day ofFebruary, 2018, by FISERV, INC., aWisconsin corporation ("Guarantor"), in favor of PDOFFICE OWNERII,L.P.,aDelawarelimitedliabilitycompany("Landlord").

RECITALS:

A.Fiserv Solutions, LLC, aWisconsin limited liability company (''Tenant") desiresto enter into that certain Lease Agreement with Landlord (the "Lease"), for premises (the"Premises") consisting of the entire office building located at 8500 SW CreeksidePlace,Beaverton,Oregoncommonlyknownasthe8500Building(the"Premises");and

B.Landlord is unwilling to enter into the Lease of the Premises with Tenant unlessGuarantorguaranteestheobligations ofTenantundertheLeasepursuanttothis Guaranty;and

C.Tenant is a wholly-owned subsidiary of Guarantor and Guarantor has a financialinterestincausingLandlordtoleasethePremisestoTenantandwillbenefitfromtheLease;

NOW, THEREFORE, in consideration of Landlord entering into the Lease and for othergood and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged,Guarantorherebycovenantsandagreesasfollows:

I.Guarantor does hereby guarantee each and every obligation of Tenantunder the Lease, including,but not limited to, the obligation of Tenant to pay the rent duethereunder.

2.If Tenant shall default at any time in the payment of any rent or any othersums and charges payable by Tenant under the Lease, whether by acceleration or otherwise, or ifTenant should default in the perfonnance and observance of any of the other covenants, tenns,conditions or agreements contained in the Lease, Guarantor shall promptly pay such rent andother sums and charges, and any arrears thereof, to Landlord and shall promptly perfonn andfulfill all of such other tenns, covenants, conditions and agreements, in accordance with andpursuant to the Lease, and Guarantor shall promptly pay to Landlord all damages, costs andexpenses that may arise in consequence of any such default by Tenant under the Lease, includingwithout limitation all reasonable attorneys' fees, and disbursements incurred by Landlord orcausedbyanysuchdefaultorbytheenforcementofthisGuaranty.

3.The obligations of Guarantorhereunder are independent ofthe obligationsofTenantundertheLease.ThisGuarantyisanabsolute,irrevocableandunconditionalguarantyof paymentandofperfonnance.It shallbe enforceableagainst Guarantorwithoutthenecessityof any suit or proceedings on Landlord's part of any kind ornature whatsoever against Tenantorany other party, orany securityLandlord may hold, and without the necessity of any notice ofnonpayment,nonperfonnance ornonobservance, oranynotice of acceptanceofthis Guaranty,any notice of any change of Tenant's financial condition, or any other notice of demand to whichGuarantormight otherwisebe entitled,allof whichGuarantorhereby expresslywaives; andGuarantor hereby expressly agrees that the validity of this Guaranty and the obligations ofGuarantorhereundershallinnowaybeaffected,diminished,impairedortenninatedbyreason

1000217663I

)8930100

of the assertion of, or the failure to assert, by Landlord against Tenant, any of the rights orremedies reserved to Landlordpursuant to the provisions of the Lease or by relief of Tenant fromanyofTenant'sobligationsundertheLeaseorotherwiseby(a)thereleaseordischargeofTenantin any creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the impainnent,limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or ofany remedyfor the enforcementof Tenant'sliabilityundertheLease,resultingfromtheoperation of any present or future provision of the Bankruptcy Act or other statute or from thedecision in any court; or (c) the rejection or disaffinnance of the Lease in any such proceedings.Landlord shall have the right to commence any action or proceeding based upon this Guarantydirectlyagainst Guarantorwithout making Tenant oranyone else a party defendantin such actionor proceeding.Any one or more successive and/or concurrent actions may be brought hereonagainst Guarantor eitherin the same action,if any,broughtagainst Tenant and/or any other partyorin separateactions,asoftenasLandlord,initssolediscretion,maydeemadvisable.

4.This Guaranty shall be a continuing guaranty and the liability of Guarantorshall in no way be affected, modified or diminished by reason of, without Landlord's writtenconsent,anyassignment,subletting,amendment,expansion,supplement,modificationorextension of the Lease, unless Tenant shall be released expressly in writing by Landlord from theperformance of its obligations under the Lease in relation to an assignment or subletting of theLease in which case this Guaranty shall also be released, or by reason of any modification orwaiver of or change in any of the terms, or by the covenants, conditions or provisions of theLease, or by reason of any extension of time that may be granted by Landlord to Tenant or anychanged or different use of the Premises consented to in writing by Landlord, or by reason of anydealings ortransactionsor matters orthings occurringbetweenLandlordand Tenant,itssuccessors or assigns, or by release of Tenant from the performance of its obligations under theLease, or by Landlord's termination of the Lease due to Tenant's default, whether or not noticeof any of the foregoing is given to Guarantor, and Guarantor hereby expressly waives any rightto receive notices of the foregoing. Withoutlimiting the foregoing, this Guaranty shall beapplicable to the obligations of Tenant arising in connection with the termination of the Lease,whethervoluntaryorotherwise.

5.Neither Landlord's consent to any assignment, subleasing or assignmentsby Tenant of the Lease, nor any assignment by Landlord of the Lease or the proceeds thereof,made either with or without notice to Guarantor, shall in any manner release Guarantor from anyliabilityasGuarantorhereunder.

6.All ofLandlord'srights andremediesunder theLease or underthisGuaranty are intended to be distinct, separate and cumulative, and no such right and remedytherein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. Theobligations of Guarantor hereunder shall not be released by Landlord's receipt, application orrelease of security givenfor theperformance and observance of covenants and conditionsrequired to be perfonned and observed by Tenant under the Lease, nor shall Guarantor bereleased by the maintenance of or execution upon any lien which Landlord may have or assertagainstTenantorTenant'sassets.

7,Untilall covenantsand conditionsinthe Lease on Tenant'sparttobeperformedandobservedarefullyperformedandobserved,Guarantorshallhavenorightof

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38930100

 

subrogation against Tenant by reason ofany payments or acts of performanceby Guarantor incompliancewith theobligationsofGuarantorhereunder.

8.This Guaranty shall be construed in accordance with the laws of the Stateof Oregon.Guarantor hereby submits itself to the jurisdiction of the courts of the State ofOregon andherebyirrevocably appoints Tenant (or, if Tenantis more than one personthen anyone of them), the manager, assistant manager and any acting manager of the facility beingoperatedatanytimeduringthetermoftheLeaseatthePremises, and(ifTenantisacorporation,trustee or partnership) all persons of Tenant upon whom service of process may be served, forservice upon Tenant as its agents for the service of process in any action against Guarantorarising out of this Guaranty. Pursuant to such service, suit may be brought against Guarantor inany federal, state or local court in the State of Oregon.This provision does not affect any right toserveprocessuponGuarantorinanyothermannerpermittedbylaw.

9.IfmorethanonepartycomprisestheGuarantor,thenGuarantoracknowledges and agrees that the obligations and liabilities of Guarantor hereunder shallbe jointandseveralastoeachof thepartiescomprisingGuarantor,andthereleaseofoneofsuch partiesshallnotreleasetheotherparty.

I0.This Guaranty shall be binding upon the successors (including withoutlimitation any and all successors and transferees which may assume Guarantor's obligations asprovided in Section 13 hereof), assigns, heirs, executors, administrators and representatives ofGuarantor, and shall inure to the benefit of and be enforceable by Landlord and its successorsand assigns or by any party to whomLandlord'sinterest in the Lease or any part thereof,including the rents, may be assigned, whether by way of mortgage or otherwise.Notwithstandingthe foregoing, Guarantor's obligations hereunder may not be assigned.Landlord may, withoutnotice,assignthisGuarantyinwholeorinpart.

11.Guarantorherebywaives (a) therightto trialby jury in any action,proceedingor counterclaimbroughtbyanypersonor entitywithrespecttoanymatterwhatsoever arising out of or in any way connected with this Guaranty or the Lease; and (b) anyright or claim of right to cause a marshalling of Tenant's assets or to cause Landlord to proceedagainstTenantand/oranycollateralheldbyLandlordatanytimeorinanyparticularorder.

12. Guarantorherebyrepresentsandwarrantsthat:

{a)Guarantor is a corporation duly organized and validly existing ingood standing under the laws of the State of Wisconsin, and hasthe full power, authority and legal right to enter into and perfonnitsobligationsunderthisGuaranty;

(b) this Guaranty has been duly authorized, executed and delivered byGuarantorandconstitutesthelegal,validandbindingobligationofGuarantor, enforceable against Guarantor in accordance with itstenns, subject to principles of equity, bankruptcy, insolvency orother laws of general application relating to the enforcement ofcreditors'rights;

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389)0100

 

(c) the execution,deliveryandperfonnanceby GuarantorofthisGuaranty do not require any stockholder or other approval or theconsent or approval of any of Guarantor's creditors (except such ashavealreadybeenobtainedinwriting),donotandwillnotcontravene any applicable law, rule, regulation, judgment or orderand do not and will not contravene the provisions of, constitute abreach of or default under, or result in the creation of any securityinterest, lien or encumbrance on any of the property of Guarantorpursuantto,Guarantor'sarticlesofincorporation,articlesoforganization, orby-laws or any indenture, mortgage, license orother contract, agreement or instrument to which Guarantor is aparty or by which it is bound or subject or to or by which any of itspropertiesissubjectoraffected;

(d) the execution,deliveryandperfonnanceby GuarantorofthisGuaranty do not require the consent, approval, authorization ororder of, the giving of notice to orthe registration with, or thetakingofany other actionwithrespectto, any governmentalauthority or agency, foreign or domestic, other than as have beendulyobtained,givenortaken;

(e) thetransactionscontemplatedbythisGuarantyarebeingconsummated by Guarantor in furtherance of Guarantor's ordinarybusiness purposes, with no contemplation of insolvency and withno intent to hinder, delay or defraud any of its present or futurecreditors;

(f) neither before nor as a result of the transactions contemplated bythis Guaranty will Guarantor be insolvent or have an unreasonablysmall capital for the conduct of its business and the payment of itsanticipatedobligations.

(g) Guarantor's assets and cashflow enableit tomeetits presentobligations in the ordinary course of business as they become due,and Guarantor does not believe that it will incur debts beyond itsabilitytopay;and

(h) Guarantoristhesoleowner of Tenant.

13.Guarantor agrees that, in connection with any merger or consolidationwith any other entity orsale, dispositionor other transfer ordispose ofall orsubstantiallyall ofits assets to any person or entity, such successor or transferee shall assume all obligations ofGuarantor under this Guaranty, with the same effect as if such successor or transferee hadoriginally been Guarantor hereunder.Guarantor agrees that any merger or consolidation withany other entity or sale, disposition or other transfer or dispose of all or substantially all of itsassetstoanypersonorentityshallbeabonafidetransactionandnotconsummatedforthe

purposeofevadingTenant'sobligationsundertheLeaseorGuarantor'sobligationsunderthe

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4

38930100

 

Guaranty.Irrespective of whether such assumption is in writing, executed and delivered, anysuch successor or transferee of Guarantor shall for all purposes of this Guaranty and the Lease,be deemed to be the "Guarantor" hereunder, and no such transaction shall have the effect ofreleasing Guarantor or any successorthereto or transferee thereof fromits obligations andliabilities under this Guaranty or Tenant or any successor thereto or assignee thereof from itsobligationsandliabilitiesundertheLease.

14.If Landlord shall be obligated by reason of any bankruptcy, insolvency orother legal proceeding to pay or repay to Tenant or to Guarantor or to any trustee, receiver orother representative of either of them, any amounts previously paid by Tenant or Guarantorpursuant to theLease orthis Guaranty, Guarantor shallreimburseLandlord for any such paymentor repayment and this Guaranty shall extend to the extent of such payment or repayment made byLandlord, except to the extent, if any, that such payment or repayment is prohibited by law orthatsuchpaymentorrepaymentconstitutesmerelyareimbursementofanyoverpayment.

15.Guarantor shall, at any time andfromtime to time,withinIO daysfollowing request by Landlord execute, acknowledge and deliver toLandlord a statementcertifying that this Guaranty is unmodified and in full force and effect (or if there have beenmodifications,thatthesameisinfullforceandeffectasmodifiedandstatingsuchmodifications).

16.Wherever possible, each provision of this Guaranty shall be construed insuch manner as to be valid and enforceable against Guarantor under applicable law, but if anyprovision hereof shall be deemed invalid or unenforceable to any extent against Guarantor in anyjurisdiction,suchprovisionshallbeineffectiveonlytothe extentofsuchinvalidityorunenforceability,withoutinvalidatingorrenderingunenforceabletheremainderofsuchprovisionoranyoftheotherprovisionshereof.

17.Anynotice, demand, consent, approval, direction, agreement orothercommunication required or permitted hereunder or under any other documents in connectionherewithshallbeinwritingandshallbedirectedasfollows:

iftoGuarantor:

withacopyto:

Fiserv,Inc.

2900WestsideParkway

Alpharetta,GA30004

Attention:VP GlobalReal Estate and WorkplaceSolutions

Fiserv,Inc.

25S FiservDriveBrookfield,WIS304SAttention:GeneralCounsel

f000217663I

38930100

 

iftoLandlord:

withacopyto:

PD Office OwnerI1,L.P.c/o Starwood Capital Groupl00PineStreetSuite3000

SanFrancisco,California94111Attention:AndrewWong

PD Office Owner 11, L.P.c/oStarwoodCapitalGroup591 West Putnam AvenueGreenwich, CT 06830Attention:GeneralCounsel

ortosuch changedaddressasapartyheretoshalldesignateto theotherparties heretofromtimeto time by noticein thefonnprovidedherein.Notices shallbe (a) personally delivered(including delivery by UPS or other comparable nationwide overnight courier service) to theoffices set forth above, in which case they shall be deemed delivered on the date of delivery (orfirstbusinessdaythereafterifdeliveredotherthanonabusinessdayorafter5:00p.m.localtimeto said offices}; or (b) sent by certified mail, return receipt requested, in which case they shall bedeemed delivered on the date shown on the receipt, unless delivery is refused or delayed by theaddresseeinwhicheventtheyshallbedeemeddeliveredonthedateofdepositintheU.S.Mail.

18.Sectionheadingsappearinginthis Guarantyarefor convenienceorreferenceonlyandshallnotdefine,limit,amplifyorotherwisemodifyanyprovisionhereof.

19.NoprovisionofthisGuarantymaybe amended,modified,waived,discharged orterminated except by awriting signedby Landlord and Guarantor expresslyreferring to the provisions of this Guaranty to which such writing relates. No course of dealingwith respect to any of the rights, powers and remedies of Landlord in exercising any such right,powerorremedy,shall operateasawaiver thereoforotherwisebeprejudicialthereto.

20.All capitalized terms used but not defined herein shall have the meaningsassignedtosuchtermsintheLease.

[Signatureonthefollowingpage.]

!000217663l6

38930100

 

INWITNESS WHEREOF,Guarantorhas executedthis Guaranty asofthe date firstwrittenabove.

GUARANTOR:

FISERV,INC.,

aWisconsincorporation

By:

Name:KennethBest

Title:SVP,ChiefAccountingOfficer

STATEOFWISCONSIN)

)ss.:

COUNTYOF_,

Icertifythaton,2018,Kenneth Best, personallycame before me and this person acknowledged under oath, to my satisfaction, that: this person signed anddelivered theattached document as SVP, Chief Accounting Officer ofFiserv,Inc., acorporationoftheStateofWisconsin,namedinthisdocument.

NotaryPublic

My CommissionExpires:(SEAL)

100021166JI7

38930100

 

EXHIBITFEXTERIORSIGNAGE

(000217655I

ExteriorSignagef1serv.

MonumentsandPylons

The corporate standardmonument Sign is honzontaland ieatures the logo1n theupper nght comer. with asubtlerep,esentationofthe

ProofPointsdefinedattheleh

MONUMENTLAYOUTPRINCIPLES

72•

lBOOtrtr

,,>•

l  32""'d   11•••   ••,,.  "36"

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l•--..•--

s.......,... ,.,.o

handedge.

There 1s only one sizesva111lble as II standard. 4'x 6'11200mm x 1800 rrrn). but 11numberofexistingmonumeni

installationsrequirecustomsolutions to fit. Allexteriors1gnage must be app,Olledby local gCM3tnance and therespec1111elandlord.

A limited amount of textcan be added. followingthe principles indicated inthediagram

,..,,1,,.,..,.__

1serv:r......,....

-----:255 ----------3½"

!FiservDriv..:.:::•"

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Questions?aReturntocontentsDl■10

ExteriorSignagef1serv.

BuildingSigns

H

GuildngSignsw

TheFiservlogombeusedon buildings to identify andbrand Fiserv locauonsItsuse. positioningandsize

wiWdependonanumberof

factors. These tndude signingrights underthe lease. zoningregulauons. d-stance vis1b1htyandarchitecturalconditions

■

Thelogoisavalable1nF1servOrange 1n bothinternallydlummated(energyetfic1em

..eoligtiungland

HE1611T  (HI

211•

IS(',C;,nm

WIDTH(w)

4S-

36"

'30unrn,

4S-

tr...,,r

•JO(j,,....

72"

":lDl\IT,Jn

96"

,.,onmr,

DEPTH (DJ

3"

"'"':::,rr

3•

I a

,

3"

I

so•

1sro-m

:1;,,2o:0J.•--

3•

non-tUurrunated formsItcanalso be made available «nwhite or brushed stainlesssteel tf color 1s notacceptable or appropriatetothebad:ground.

A range ofstandard sizes1savailabl . shown m the   tabletothenghtIf custom stlesarerequired,theycanbemade available. butalways 1nthesameproportions.

Ouest1ons?

itReturntocontents

lilii13

EXHIBITG

ROOF LICENSE

I.    Landlord hereby grants Tenant the non-exclusive right, subject, however,to the rights ofany other tenants or parties with interests in or to the roof space, to use the roof ("RoofSpace") of the Building located in an area designated by Landlord and only for thepurpose of installing telecommunication and related equipment approved by Landlord,whichapprovalshallnotbeunreasonablywithheldordelayed(the"Items"):

2. Tenant shall pay Landlord, as Additional Rent, for all electricity consumed by the Itemsas reasonably estimated by Landlord's engineer, within thirty (30) days after Landlordbillsthesamefromtimetotime.

3. Landlord shall permit Tenant reasonable access to the Roof Space for the purposespermittedhereunder, during normalbusiness hours at the Building upon reasonableadvance notice and scheduling through Landlord's management and security personnel.Access after normalbusinesshours maybe grantedbyLandlordinits reasonablediscretion, and for such reasonable charges as Landlord shall impose.Landlord reservesthe right to enter theRoof Space, withoutnotice, at any time for thepurpose of inspectingthe same, or making repairs, additions or alterations to the Building, or to exhibit theRoofSpacetoprospectivetenants,purchasersorothers,orforanyreasonnotinconsistent with Tenant's rights hereunder.In connection with exercising such rights,Landlordmay require Tenant to temporarily disconnectthe Items,if feasible.Theexercise by Landlord of any of its rights under this Paragraph shall not be deemed aneviction or disturbance of Tenant's use of the Roof Space.Landlord shall work withTenanttominimizedisruptioncausedbysuchdisconnectingoftheItems.

4. Tenantshallnot installthe Items, orthereaftermake any alterations, additions orimprovements to the Roof Space or the Items without Landlord's prior written consent,which shall not be unreasonably withheld or delayed.Landlord shall approve or rejectthe proposed installation of the Items within a reasonable time after Tenant submits (I)plans and specificationfor the installationofthe Items, (2)copies of allrequiredgovernmental and quasi-governmental permits, licenses, and authorizations which Tenantwill obtain at its own expense, and (3) a certificate of insurance evidencing the coveragerequired herein.The Items shall not, at any time, damage the structural integrity of theBuilding, interfere with any service providedby Landlordor any other party at theProject, or detract from the appearance of the Building.Landlord may require that anyinstallation or other work be done under the supervisionof Landlord's reasonable chargesfor such supervision.All installation or other work shall be performed in a good andworkmanlikemanner,in amannerso asto avoiddamage totheBuilding andinaccordancewithallLaws.

5. UpontenninationoftheLease,byexpirationorotherwise,Tenantshallpromptlydisconnect and remove the Items and fully repair any damage to the Roof Space resultingfrom suchremoval.Tenant shallpromptly and properlyrepair (or atLandlord's option.payLandlord'sreasonablechargesforrepairing)duringtheTennandupontennination

(0002176SSf

of the Lease or this License, any roof leaks or other damage or injury to the Roof Space,or the Building (or contents thereat) demonstrably caused by Tenant's use of the RoofSpace or its installation, use, maintenance or removal of the Items.lf Tenant does notimmediatelyrepair any suckleaks, damageor injury, ordoesnot remove theItems whenso required.Tenant hereby authorizes Landlord to make such repairs or remove anddispose of the Items and Tenant shall promptly pay Landlord's reasonable charges fordoing so.Landlord shall not be liable for any property so disposed or removed byLandlord.

6. Landlord does not represent or warrant that use of the Roof Space hereunder will complywith an applicable Laws, or that the Roof Space will be suitable for Tenant's purposes.Tenant agrees that Tenant has inspected the Roof Space and agrees the same hereunder"as is". Tenant shall at all times comply with any applicable Laws pertaining to Tenant'suseoftheRoofSpaceortheItems.

7. Tenant shall indemnify and hold Landlord harmless from and against any and all loss,cost, claim, damage, liability or expense which Landlord may incur as a direct or indirectresult of Tenant's use of the Roof Space or Items, including but not limited to, attorney'sfees, whether or not any legal action is instituted.This indemnity obligation shall includeLandlord'spartners,officers,directors,trustees,beneficiaries, affiliatesandagents("Indemnitees").

8. Tenant shall not use the Roof Space or the Hems so as to interfere in any way with theability ofLandlord orthe tenants and occupants of the Project andneighboringpropertiestoreceiveradio,television,telephone,microwave, short-wave,long-waveorothersignals of any sort that are transmittedthroughthe air or atmosphere,nor so as tointerferewiththeuse of electric, electronic or other facilities, appliances,personalproperty and fixtures, nor so as to interfere in any way with the use of any antennas,satellite dishes or other electronic or electric equipment or facilities currently orhereafterlocated on the roof or any floor or area of the Building.   Landlord shall attempt to imposeand enforce upon other tenants (if any) hereafter installing satellite dishes on the roof orotherwise using the Roof Space for electronic communications requirements similar tothose set forth above in this Paragraph 8, but Landlord shall have no liability to Tenant ifanyelectricalinterferenceaffectingTenantshallneverthelessoccur.

9. lf the Roof Space, Building orItems are materially damagedby fire or other casualty andLandlord does not restore the Roof Space or the Building, this Agreement shall terminateas of the date of such damage, subject to any provisions hereof which by their terms orreasonableimplicationshall survive such termination.   Landlord shall haveno obligationto provide substitute space on the roof or to repair or restore the Roof Space or Building.ln the event of such damage, Tenant shall look solely to its insurers for any claims thatTenantmayhaveinconnectionwithsuchdamageordestruction.

10. This agreement creates a license.Landlord agrees not to revoke this license until theTerm (including any options to renew thereunder validly exercised) expire or is soonerterminated, or shall default under this License and fail to cure within IO days after writtennotice,orshallDefaultunderthetermsoftheLease.Inanysuchevents,Landlordmay

{00011765sI

also discontinue providing electricity to the Items.Tenant's rights under this Licenseshall not be assignable, nor may Tenant sub-license its rights under this License.Tenantmay not let any other party tie into or use the Items or the Roof Space, and Tenant maynot transmit or distribute signals through the Items to any parties not affiliated withTenant.The rights granted herein are personal to Tenant.Any default by Tenant underthislicenseshallalsobeadefaultunderthisLease.

Landlord shall have the right to terminate this license upon ten (10) days written notice toTenant in the event of a material interference with Tenant's use of the Items on such RoofSpace caused by the use of any equipmentby other tenants or parties with interest in or tothe Roof Space,unless suchinterferenceshallbe eliminated,byTenantwithinsuchten(I0)dayperiod.

I000217655  I

 

EXfflBITH

PARKING

!00021765sI

 

Proposedlandscapeandparkinglotdemo

ID

LANOUSE:RC(REGIONAi.CENTER)

ZONERC-TO(REGIONAi.CENTER•TRANSITORIENTED>

TOTAL SITE SF= 201,683 SF (4.63ACRES)REQUIRED15%MIN.LANDSCAPE•30,252SF

CURRENT ESTIMATED LANDSCAPE• 54,5-40 SF (27.04%1MAXIMUMALLOWEDREMOVALOF EXISTING LANDSCAPE=24,288SF

PROPOSEDREMOVALOFEXISTING LANDSCAPE•6.675SF

PROPOSED ADDEOLANDSCAPE•301SF

(SEENEXTPAGEFORPROPOSEDLOCATIONS)

TOTAL ESTIMATEDLANDSCAPEAFTERSITEMODIFICATION:

48,166SF(23.88%)

LEGEND

REMOVEDPARKINGSPACEI

CURB

REMOVED LANDSCAPE

CREEKSIDECORPORATEPARK-8500CREEKSIDEPROPOSEDPARKINGDEMO

SCALE.N.T.S.

ARCHITECTS

aillll3111

l'lll1llndORlla8

CU!f.1121•

PP01-PROPOSEDDEMO

-Lr-sr.lONWO..

m221an1

UtSMC:IWMl:,MiC.010'7

 

PROJECTNUMBER

DATEISSUED:

ADDRESS:

)

/

N

EB

8500SWCREEKSIDE

217174

05.3117

 

Proposedadditionalparkingplan

•,.

PROPOSED PARKING MODIFICATIONANALYSIS.EXISTINGTOTALPARKINGCOUNTr191

'••,•.,

'••,•.,

EXISTINGADAPARKING=7(2VANACCESSIBLE)

MAXIMUMPARKING FOR 'B'OCCUPANCY BUILDING'• 221REQUIREDADAPARKING=7(2VANACCESSIBLE)

ACTUAL# OF PARKING SPACESSHOWI =221AOAPARKING•7(2 VANACCESSIBLE)

MINIMUMSHORT•TERMBIKEPARKING.a8MINIMUMLONG-TERMBIKEPARKING•8

•NOTE

PERZONEADESCRIBEOINPLANNINGCOOECHAPTER 60.30.10.MAX.PARKING CALCUtATIONPER TABlE 60.30.10.5.AMIN.BICYCLEPARKINGCALCULATIONPERTABLE60.30.10.5.B

LEGEND

NEWCURBIPARKINGSPACENEWLANDSCAPE

'•_--

)

/

CREEKSIDECORPORATEPARK•8500CREEKSfDEPROPOSEDPARKINGMOD/FICATION

Lrs

SCAlE.N.TS.

f'a111111dORW2111

ARCHITECTSm.221.112'1•

-.bwc'trI-IIO:S.221.211'1I

ADDRESS•PROJECTNUMBER:DATEISSUED:

H

E9

8500 SWCREEKSIDE

211174

05.31.17

tASlnc..111r1

PP01-PROPOSEDPLAN

_,la..,J/f,.lolf'l!,U.-     ....-- _..l'l'lt•---....

EXHIBITC

InventoryofExistingFurniture

22

155462073.4

HB:4860-1276-1863.7

Detailed Inventory List ForFiserv

2ndFloorInventory
Item#	ItemDescription	Qty	DimensionsForDesks & Tables(LXW)	Materials:MDF=M Wood=WMetal=ML	(Mfr&Model;Freestand,etc.)	Condition	Location(s)
1	WorkstationChairs	60			Steelcase	Exc	2E005 main office
2	PED(box,file, top)	74	22H,24D,15W	ML	Steelcase	Exc	2E005mainoffice
3	Adjustablestool‐orange	10	18"diameter‐adjheight		unk		2E005main office
4	TrashCans	66	15x10		unk		2E005main office
5	Slidestation(floordividers)	8					2E005main office
6	3drawerlateral	2	18Wx40Hx72L		Steelcase		2E005 main office
7	LockerCabinet	1	36x19x40		unk		2E005main office
8	3drawerlaterw/top	1	36Wx40 Tx72 L		Steelcase		2E005main office
9	AdjustableUpDown	2			Veridesk		2E005main office
10	File cabinets	2	22"x15"x27"		Steelcase		2E005main office
11	BlackLeather Ex chair	1			unk		2E005main office
12	CubicleElectricworkstation	75	6'x6'		Steelcase		2E005main office
	w/electricbox,  filePED&glassdivider						2E005main office
13	Tabledesklamps	73			unk		2E005main office
14	Bullpenworkstation	8	60"x24"		Steelcase		2E005main office
15	Tall Conf room chairs	10			Steelcase		2E002sideoffice
16	AudoConfTables	2	60"x60"ea	ML	unk		2E002sideoffice
17	WhiteBoard(glass)	1	48"x96"	Glass	Clarus		2E002sideoffice
18	WhiteBoard(glass)	1	48"x60"		Clarus		2E003sideoffice
19	Tall Conf room chairs	6			Steelcase		2E003sideoffice
20	DConfTable	1	78"x48"		unk		2E003sideoffice
21	CushionChair BlueRolling	3			unk		2E006HuddleRoom
22	SmallTable	1	36x24x12H				2E006HuddleRoom
23	white board glass	1	60x48		Clarus		2E004Huddle office
24	cushion chairbluerolling	2			unk		2E004Huddle office
25	Table	1	36x24x12H		unk		2E004 Huddle office
26	whitetable	1	42"x42"				2E006sideoffice
27	chairs	4					2E006sideoffice
28	AudoConfTables	1	96x48x40				2E016Conference Room
29	Tall Conf room chairs	6					2E016Conference Room

Item#	ItemDescription	Qty	DimensionsForDesks & Tables(LXW)	Materials:MDF=M Wood=WMetal=ML	(Mfr&Model;Freestand,etc.)	Condition	Location(s)
30	cushion chairbluerolling	3					2E009HuddleRoom
31	Table	1	36x24x12H				2E009HuddleRoom
32	Glassboard	1	48"x60"				2E013flexoffice
33	Modulardesk/overhead/Ped/chair	1	56x24				2E013flexoffice
34	Credenza	1	64x24				2E013flexoffice
35	Guestchairs	2					2E013flexoffice
36	Glassboard	1	60x24				2E0014fleoffice
37	Modulardesk/overhead/Ped/chair	1	56x24				2E0014 fleoffice
38	Credenza	1	64x24				2E0014fleoffice
39	Guestchairs	2					2E0014fleoffice
40	Glassboard	1	48"x96"				2C015Conference Room
41	AudioTables	2	48x48x29				2C015Conference Room
42	Chairs	8					2C015Conference Room
43	Bathroom smalltables	2					Bathroom
44	Refrigerator	1					LobbyRefreshmentarea
45	Barchairs	4					LobbyRefreshmentarea
46	LobbyChairs	3					Lobby
47	Labbytable	1	36"diameter				Lobby
48	LobbyChairs	4					Lobby
49	Lobbytable	2 2	60x32x15				Lobby
50	Lobbybench		12"x36"x12"				Lobby
51	Hassock	2	48"diameter				Lobby
52	Hassock	2	18"diameter				Lobby
53	Glass white board	1	96x48				2C005Conference Room
54	Tables tied together	4	60x55x29				2C005Conference Room
55	Chairs	16					2C005Conference Room
56	Glass white board		96x48				2C004Conference Room
57	Tables tied together	4	60x55x29				2C004Conference Room
58	Chairs	16					2C004Conference Room
59	Rolling aisle board	1	72"x48"				2C004Conference Room
60	table	1					Sidelobby
61	chairs	2					Sidelobby

Item#	ItemDescription	Qty	DimensionsForDesks & Tables(LXW)	Materials:MDF=M Wood=WMetal=ML	(Mfr&Model;Freestand,etc.)	Condition	Location(s)
62	CubicleElectricworkstation	62	6'x6'				2W001Main Office
	w/electricbox,  filePED&glassdivider						2W001Main Office
63	Chairs	32					2W001Main Office
64	Lamps	62					2W001Main Office
65	Mats	16					2W001Main Office
66	BullPenStations&Chairs	8	60x24				2W001Main Office
67	Orange Hassocks	7					2W001Main Office
68	FileCabinet	1	72x40x18				2W001Main Office
69	FileCabinet	2	48x48x24				2W001Main Office
70	Garbage Cans	65					2W001Main Office
71	Garbage Cans	70					2W001Main Office
	FileCabinet	1	72x40x18				2W001Main Office
73	BlueSofaCouch	1	72Lx48Lx30H				2W005 Huddle
74	Table	1	48"x48"				2W004Huddle
75	Chairs	2	Rolling				2W004Huddle
76	SofaCouch		72Lx48Lx30H				2W003 Huddle
77	Table	1	36x24x12				2W002Huddle
78	Bluechairs	3					2W002Huddle
79	Table	1	(2) 48x48				2W016Conference Room
80	Chairs	8					2W016Conference Room
81	GlasdBoard	1	96x48				2W016Conference Room
82	Table	1	(2) 48x48				2W015Conference Room
83	Chairs	8					2W015Conference Room
84	GlasdBoard	1	96x48				2W015Conference Room
85	Glassboard	1	48"x60"				2W014flexoffice
86	Credenza	1	56x24				2W014flexoffice
87	Modulardesk/overhead/Ped/chair	1	64x24				2W014flexoffice
88	Guestchairs	2					2W014flexoffice
89	Glassboard	1	48"x60"				2W013flexoffice
90	Credenza	1	56x24				2W013flexoffice
91	Modulardesk/overhead/Ped/chair	1	64x24				2W013flexoffice

92	Guestchairs	2					2W013flexoffice
Item#	ItemDescription	Qty	DimensionsForDesks & Tables(LXW)	Materials:MDF=M Wood=WMetal=ML	(Mfr&Model;Freestand,etc.)	Condition	Picture
93	Table	1	48x48			unk	2W019Huddle
94	Chairs	4				unk	2W019Huddle
95	Bluechair	1				unk	2W020Mother'sRoom
96	Table‐white	1	12x15			unk	2W020Mother'sRoom
97	Table	1	36x36			unk	2W020Mother'sRoom
98	Small Refrigerator	1	24x24x24			unk	2W020Mother'sRoom
99	Racks	1					2W021IDF
100	Table	1	36x24x12H			unk	2W023Huddle
101	Chairs	3				unk	2W023Huddle

1stFloorInventory
Item#	ItemDescription	Qty	Dimensions For Desks &Tables(LXW)	Materials:MDF=M Wood=W Metal=ML	(Mfr &Model;Freestand,etc.)	Condition	Location(s)
102	Table	1	48x48				OuterLobby‐1C002
103	Chair	4					OuterLobby‐1C002
104	Chair‐Gray	2	72x25x25				Lobby
105	Chair‐Stripe	2	71x48x17				Lobby
106	Chair‐LightGray	1	74x24x17				Lobby
107	Table	8	48x48x29				1C012Conference Room
108	Chairs	12					1C012Conference Room
109	Smalltable	1	12"diameter				1C012Conference Room
110	Table	8	48x48x29				1C011Conference Room
111	Chairs	12					1C011Conference Room
112	Smalltable	1	12"diameter				1C011Conference Room
113	Table	8	48x48x29				1C010Conference Room
114	Chairs	12					1C010Conference Room
115	Smalltable	1	12"diameter				1C010Conference Room
116	Table	8	48x48x29				1C009Conference Room
117	Chairs	12					1C009Conference Room

118	Smalltable	1	12"diameter				1C009Conference Room
119	Table	1	76x48				1E003MediaHuddle
Item#	ItemDescription	Qty	Dimensions For Desks &Tables(LXW)	Materials:MDF=M Wood=W Metal=ML	(Mfr &Model;Freestand,etc.)	Condition	Location(s)
120	TallChairs	6					1E003MediaHuddle
121	GlassBoard	1	96x48				1E003 MediaHuddle
122	Table	1	76x48				1E002MediaHuddle
123	TallChairs	8					1E002MediaHuddle
124	GlassBoard	1	96x48				1E002 MediaHuddle
125	Table	1	42x42				1E001MediaHuddle
126	Chairs	4					1E001MediaHuddle
127	GlassBoard	1	96x48				1E001 MediaHuddle
128	Table	1	76x48				1E006Media
129	Chairs	6					1E006Media
130	GlassBoard	1	96x48				1E006Media
131	GlassBoard	1	96x48				IT Help
132	Cubicles	5	60x48				IT Help
133	Chairs	5					IT Help
134	Workstations	32					E007mainoffice 1
135	Bullpen	16					E007mainoffice 1
136	Chairs	31					E007mainoffice 1
137	Lamps	32					E007mainoffice 1
138	Table	1	96x36x36				Storage
139	Hood	1	48x96x14				Storage
140	Racks	4	48x18x72				Storage
141	Racks	2	36x18x86				Storage
142	Workstations	32					mainoffice 1
143	Chairs	32					mainoffice 1
144	Lamps	32					mainoffice 1
145	Tall chairs	4					mainoffice 1
146	worktable	1
147	3drawerFileCabinets	4	36x36				mainoffice 1
148	4drawerFileCabinet	1	48x36x12				mainoffice 1
149	Orangehassocks	8					mainoffice 1
150	garbageCans	70					mainoffice 1
151	6Drawer file cabinets	6	72x18				mainoffice 1
152	ComputerRacks	5	various				Data

153	Refrigerator Refrigerator	1		LG			Café
153		0					Café
Item#	ItemDescription	Qty	Dimensions For Desks &Tables(LXW)	Materials:MDF=M Wood=W Metal=ML	(Mfr &Model;Freestand,etc.)	Condition	Location(s)
154	Refrigerator	1		Cresscor			Café
155	Small refrigerator	1					Café
156	Toaster	1					Café
157	Microwave	2					Café
158	Counter	2	78x46x34
159	Stackingchair	32					Café
160	Bookshelf	1	48x65				Café
161	Stools	18					Café
162	Table	9	42x30x30				Café
163	LoveSeat	2	64x33x40				Café
164	sofa	2	60x35x32				Café
165	table	3	84x36x32				Café
166	GrayChair	1					Café
167	Workstations	30					PSGRoom Office
168	Chairs	10					PSGRoom Office
169	lamps	30					PSGRoom Office
170	File caboinets	3					PSGRoom Office
171	orangehassocks	2					PSGRoom Office
172	Pedestaldesk	1					1E023Flexoffice
173	Credenza	1					1E023Flexoffice
174	Guestchairs	2					1E023Flexoffice
175	Glassboard	1					1E023Flexoffice
176		1					1E022Flexoffice
177	Credenza	1					1E022Flexoffice
178	Guestchairs	2					1E022Flexoffice
179	Glassboard	1					1E022Flexoffice
180	Chairs	22					Storage
181	Chairrack	1	36x87x12				Storage
182	Exam table	1	96x48x40				Wellness
183	Chairs	2					Wellness
184	Desk	2	76x29x33				Wellness
185	Chairs	2					Wellness
186	Bookshelf	1	30x15x66				Mailroom
187	Rack		36x86				Mailroom
188	Bookshelf		36x15x34				Mailroom

189	Desk	1	48x48				1C023Conference Room
190	chairs	4					1C023Conference Room
Item#	ItemDescription	Qty	Dimensions For Desks &Tables(LXW)	Materials:MDF=M Wood=W Metal=ML	(Mfr &Model;Freestand,etc.)	Condition	Location(s)
191							FitnessRoom
192	2drawer Filecabinet						FlexSection
193	Sectionalcouch		115x56x30				FlexSection
194	Workstations	48					FlexSection
195	Chairs	16					FlexSection
196	lamps	48					FlexSection
197	orangehassocks	4					FlexSection
198	Modulardesk/overhead/Ped/chair						1W031Office
199	Credenza						1W031Office
200	Guestchairs						1W031Office
201	Glass Board						1W031Office
202	Modulardesk/overhead/Ped/chair						1W030Office
203	Guestchairs						1W030Office
204	Guestchairs						1W030Office
205	GlassBoard						1W030Office
206	Table						1W029MediaHuddle
207	Chairs	8					1W029MediaHuddle
208	GlassBoard	1					1W029MediaHuddle
209	Couch	1	76x35x34				LivingRoom
210	Couch	1	76x35x34				LivingRoom
211	Tablke	1	36"diameter				Living Room
212	Chairs	2					LivingRoom
213	Rollinglocker		76x25x68				Storage
214	GarbageCans	80
215	Workstations	60					CommercialEnginmeering
216	chairs	31					CommercialEnginmeering
217	adjustable desk	1					CommercialEnginmeering
218	Lamps	50					CommercialEnginmeering
219	Orangehassocks	12					CommercialEnginmeering
220	File cabinets	11					CommercialEnginmeering
221	Chairs	3					CommercialEnginmeering
222	Table	1	36x12				CommercialEnginmeering

223	Bullpens	16					CommercialEnginmeering
224	Table	2	48x48				1W023TeamOffice
Item#	ItemDescription	Qty	Dimensions For Desks &Tables(LXW)	Materials:MDF=M Wood=W Metal=ML	(Mfr &Model;Freestand,etc.)	Condition	Location(s)
225	Chairs	10					1W023TeamOffice
226	GlassBoard	1	96x48				1W023TeamOffice
227	Table	1	96x48				1W022TeamOffice
228	Chairs	8					1W022TeamOffice
229	GlassBoard	1	96x48				1W022TeamOffice
230	Sectionalcouch	1	50x50				1W016FocusRoom
231	Chair&hassack	1					1W015 FocusRoom
232	Table	1	48x48				1W014Huddle
233	Chairs	3					1W014Huddle
234	Table	1	48x48				1W013Flex
235	Chairs	3					1W013Flex
236	Conf table	1	36:diameter				1W012Office
237	Chairs	3					1W012Office
238	Pedestaldesk	1					1W012Office
239	GuestChairs	2					1W012Office
240	Credenza	1					1W012Office
241	GlassBoard	1					1W012Office
242	Table	1	96x48				1W011Office
243	Chairs	10					1W011Office
244	GlassBoard	1	48x30				1W011Office
245	Table	1	96x48				1W010Office
246	Chairs	10					1W010Office
247	GlassBoard	1	48x96				1W010Office
248	Sofasectional	1	48x48				1W005Office
249	Table	1	48x48				1W004Huddle
250	Chairs	2					1W004Huddle
251	Hassock	1					1W004Huddle
252	Sectionalcouch	1	84x48				1W003 Huddle
253	Table	1	36x24				1W002Huddle

254	Chairs	3					1W002Huddle
255	Table	48x48					1C006Phone
Item#	ItemDescription	Qty	Dimensions For Desks &Tables(LXW)	Materials:MDF=M Wood=W Metal=ML	(Mfr &Model;Freestand,etc.)	Condition	Location(s)
256	Chairs	2					1C006Phone
257	Table	48x48					1C007Phone
258	Chairs	2					1C007Phone
259	GlassBoard	36x36					1C007 Phone

EXHIBIT D

FormofBillofSale

BILLOFSALE

THISBILLOFSALE(this“BillofSale”)isexecutedasof,2021(the“EffectiveDate”),by,a(“Assignor”)toandforthebenefitof

,a(“Assignee”).

RECITALS

WHEREAS, ASSIGNOR intends to assign and convey unto ASSIGNEE that certainpersonal property as described herein.

NOW, THEREFORE, in consideration of the foregoing and One and No/100 Dollar($1.00) and other good and valuable consideration in hand paid by ASSIGNEE to ASSIGNOR,the receipt and sufficiency of which are hereby acknowledged and confessed by ASSIGNOR,ASSIGNORand ASSIGNEEherebyactand agree as follows:

1.Conveyance.ASSIGNOR does hereby ASSIGN, TRANSFER, CONVEY, SETOVERandDELIVERtoASSIGNEE,itssuccessorsandassigns,withoutrecourse,representation or warranties, “as is, where is,” the personal property described on Schedule 1attached hereto and incorporated hereinbyreference(the “Personal Property”).

2.AS IS, WHERE IS.ASSIGNEE acknowledges that it: (a) has conducted its owninquiryandinvestigationinto,andbasedthereon,hasformedanindependentjudgmentconcerning,thePersonalProperty;(b)hasbeenfurnishedwithorgivenaccesstosuchinformation about the Personal Property as it has requested; (c) has inspected the PersonalProperty;and(d)basedonallsuchinformationhasfoundthePersonalPropertytobeinacceptable condition for the purpose of consummating the transfer contemplated by this Bill ofSale.  ASSIGNEE hereby releases and discharges ASSIGNOR and each of its former, currentand future directors, officers, shareholders, predecessors, successors, assigns, affiliates, boardmembers, agents, insurance carriers, attorneys, servants, and employees from each and everyclaim,causeofaction,damages(includingconsequentialdamages)anddemands,lossandexpense, including, but not limited to, attorneys’ fees and costs, that it has or might have, in anyway arising out of or in connection with the transfer of the Personal Property or ASSIGNEE’spossession,use,maintenance,transferordisposalofthePersonalProperty.ASSIGNORHEREBYEXPRESSLYDISCLAIMSALLWARRANTIES,WRITTENORORAL,STATUTORY,EXPRESSORIMPLIED,INCLUDINGANYWARRANTYOFMERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION,FITNESSFORUSE,ORSUITABILITYOFTHEPERSONALPROPERTYINANYRESPECTWHATSOEVER,INCLUDINGANYWARRANTYREGARDINGTHEABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT—IT BEINGUNDERSTOODANDAGREEDTHATTHEPERSONALPROPERTYISTOBE

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TRANSFERRED“ASIS”AND“WHEREIS”ANDINITSCONDITIONASOFTHEDATE

HEREOF.ASSIGNOR shall in no event be liable for any claim whatsoever by or throughASSIGNEE, or any third party, for any inoperability or failure of the Personal Property toperform as designed or intended, whether such claim is based in any form of warranty, contract,tort(includingnegligence),strictliabilityorotherwiseandwhetherfordirect,incidental,consequential, exemplary or other damages.ASSIGNOR neither assumes nor authorizes anyperson to assume for ASSIGNOR any liability in connection with the sale or resale or use ormisuseof the Personal Property.

3.Miscellaneous.This Bill of Sale may be executed in any number of counterparts, andeach counterpart hereof shall be deemed to be an original instrument, but all such counterpartsshallconstitutebutoneinstrument.ThisBillofSaleshallbeconstruedandenforcedinaccordance with and governed by the internal laws of the State of Wisconsin.This Bill of SaleshallbindandinuretothebenefitofASSIGNORandASSIGNEEandtheirrespectivesuccessors and assigns.ASSIGNOR and ASSIGNEE each represents and warrants to the otherthat (i) it is fully empowered and authorized to execute and deliver this Bill of Sale, and (ii) it hasauthorized the individual signing this Bill of Sale on its behalf to do so.The parties agree to takeall such further actions and execute, acknowledge and deliver all such further documents that arereasonably necessary or useful in carrying out the purposes of this Bill of Sale.Facsimile orelectronic (PDF or DocuSign) signatures shall be treated as if they are original signatures whenattached hereto.

[SIGNATUREPAGEFOLLOWSIMMEDIATELY]

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INWITNESSWHEREOF,thisBillofSaleisexecutedasoftheEffectiveDate.

ASSIGNOR:

,a

By:

Name:

Title:

ASSIGNEE:

,a By:

Name:Title:

25

155462073.4

HB:4860-1276-1863.7

 

SCHEDULE1TOBILLOFSALE

Personal Property

26

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EXHIBITE

Subtenant’sGeminiLease

27

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FULLSERVICELEASE

Date:March22,2004

Lessor:PS BusinessParks, L.P., a CaliforniaLimitedPartnershipLessee:DigimarcCorporation.aDelawareCorporation

I. LeaseTerms

I. OJThePremisesistheBuildingwhoseaddress

!m-ThePremisescontainsapproximatelyrentabl

TheBuildingcontains approximatelyrentablesquarefeet

R

.""A-2".The

ProjectisdepictedonExhibit"A-3"andcontainsapproximately-.-.•feet.ThePropertyis depictedonExhibit"A-4"andiscommonlyreferredtotePrkandcontainsapproximatelyrentablesquarefeet.

1.02Lessee'sNoticeAddress:Lessee'sNoticeAddressistatedinParagraph1.01above.

1.04Lessee's Permitted Use:Lessee shall use the Premisesandfornootherpurposewhatsoever:Generalofficeuses.

1.05LeaseTerm:TheLeaseTermcommencesonSorsuchotherdateasisdeterminedbytheprovisionsofthisLease(the"CommencementDate"andendsonthefinaldayofthe

M1!!fullcalendarmonththereafter.

1.06 BaseRent:BaseRentshallbepaidmonthlyintheamontsspecifiedbelow:

$	Beginning	el!tember112004	Ending	Februar1:2812!!!!5
	Beginning	Marchl,2!!!15	Ending	Auau§t31,2005
SJJE	Beginning	Sel!tember112!!!5	Ending	AyaustJI,2!!!16
S6,1§2	Beginning	Sel!tember112006	Ending	Auaust112007
UZJ2!!	Beginning	eptember112!!!17	Ending	Ayaust;!112!!!!§
U2sm	Beginning	e11temr!,211!!§	Ending	Auau§t31,2!!!!9

1..1.lamBeginning   el!tember1₁2009Ending  Auaust31,2010

BeginningSel!ti:mber1₁2010EndingAuaust31₁2!!11

1.07 SecurityDeposit:S75₁000.00

1.08 InitialMonthlyRentCharges:BaseRent$46,667.00.

1.09Proportionate Share: Lessee's Proportionate Share ofte Property, which represents theapproximate Proportionate Share of the Premises to the Property, is•  2%. Lessee's ProportionateShareoftheProject,whichrepresentstheapproximateProportionateShreofthePremisestotheProject,

is 39,!)964%1 Lessee's ProportionateShareoftheBuildingwithinwhi hthePremisesislocated,which representsthe approximateProportionate Share ofthe Premisesto theuilding, is !!!!!.%.ProportionateSharemaybeadjustedbyLessorduringtheLeaseTermifthesizeofhe Project,Premisesor Building

changes.

1.10ExpenseBaseYear:lm-

1.12Automatic Payments: Unless Lessor otherwise directs in writing, all payments of BaseRent and the monthly estimated payments of Lessee's Proportionate Shre of Operating Expenses shall bemadeby electronicpayment.Lesseeshallexecutesuchnecessaryareasonabledocuments,provide

such necessary and reasonable information, and follow such necessary and reasonable procedures as arerequested by Lessor from time to time to facilitate such payments.If,y reason of insufficient funds orother reason, any such payment is not fully made and received, suchvent shall be deemed a failure ofLessee to make the required payment.Payment shall be deemed madby Lessee on the date funds areactually received by Lessor; provided, if Lessee is then in default, Less r shall have the right to return allor a part of any payment received within ten (10) business days ofeipt, in which event the returnedamount shall be deemed to have not been paid by Lessee or received by Lessor.Receipt of any fundspursuant to this Paragraph shall not constitute a waiver by Lessor of anDefault by Lessee whether or notsuchDefaultisknowntoLessor.

2. LeaseofPremises

2.01Lessor leases to Lessee, and Lessee leases from Less r, the Premises, upon the terms ofthis Lease.The Premises are leased "AS IS" except only for the impvements, if any, which are to beconstructed by Lessor pursuant to Exhibit "B."Any such improveents to be constructed by Lessorpursuant to Exhibit "B" are herein referred to as "Lessor's Work."xcept as provided herein, Lesseeacknowledgesthat neither Lessor nor any agent of Lessor has ma e any representation or warrantyregarding the Premises.The square footages set forth in this Lease aapproximate and agreed.Use ofthe terms "rentable" and '.'usable" is for convenience only and represts Lessor's interpretation of suchterms.Lessor will deliver the Premises to Lessee with existing p umbing, electrical, fire sprinkler,lighting, air conditioning, heating and mechanicalsystems located in the Premises, if any, in goodworkingcondition.

2.02Lessor's Work, if any, shall be installed by Lessor inompliance with all then applicablecodes.Lessee, at its sole expense, agrees to comply with all laws, codes, ordinances and other legalrequirements (including covenants and restrictions) applicable to the Pmises (herein "Laws''); provided,however, that Lessor, in conjunction with the Lessor's work, shallect any repairs and improvementsrequired under any Laws as of the CommencementDate.Lessee agrto cause the Premises to complywith all Laws, including by making any changes to the Premises nessitated by any Lessee activity,including but not limited to changes required by (a) any Lessee Impr vements or Lessee Alterations (asdefined below), or (b) any use of the Premises or Property by Lessee; provided, Lessor reserves the rightto accomplishsuch changesitself at the expense ofLessee.If any ac•vity ofLessee necessitates changesto the Project other than the Premises, then Lessor shall elect thatssor accomplish the same at theexpense of Lessee or that Lessee accomplish the same at its own exnse.Notwithstanding anything tothe contrary herein, Lessee shall not be responsible for making a y structuralmodifications to thePremisesexcepttotheextentLessee'sspaceplanrequiresstructuralifications.

2.03If for any reason Lessor cannot deliver possession othe Premises three (3) weeks priorto the estimated Commencement Date of the Lease Term, Lessor winot be subject to any liability norwill the validity of this Lease be affected in any manner. Rather,e CommencementDate shall bedelayed until three (3) weeks after delivery of possession to allow   see to fixturize the Premises inwhich event the expiration date of the Lease Term shall be extended to include the same number of fullcalendar months as set forth in Paragraph 1 above (plus any partialmtmonth); provided, in the eventdelivery of possession is delayed by any act, omission or request of Lessee, then the Premises shall bedeemedtohavebeendelivered(andtheCommencementDateshallcur)ontheearlieroftheactualdateof deliveryor the date deliverywouldhave occurredabsentthe numbr of daysofsuch delay attributableto Lessee and the term shall then be for such number of full cale dar months (plus any partial firstmonth). If for any reason possession of the Premises is not delivereon the scheduled CommencementDate set forth in Paragraph I above, Lessee may a)receive two (2)ays free rent for each day of delaybeyond the scheduled commencement date, and b)terminate this.se by written notice given after aforty-five (45) day period beyond the scheduled commencementdatbut prior to delivery of possession;provided, such forty-five(45) dayperiodshall be extendedby (a) the numberofdaysofdelaysattributable to Lessee (including but not limited to delays in approvs of plans or cost estimates, delaysrelated to changes in plans requested by Lessee whether or not ap roved by Lessor, delays caused byLessee installing any "Lessee Improvements," delays caused by oth r early entry or early occupancy byLessee, and/or other delays attributable to Lessee), plus (b)the n mber of days of delays caused byevents beyond the reasonable control of Lessor (including but nlimited to fire, earthquake, othercasualty, inclement weather, acts of God, shortages of labor or ma erial, lead times on ordered items,strike, acts or omissions of government, and/or delays in governmentI permits, inspections or approvals).Any such terminationshall be withoutliability of Lessor to Lessee.ny such terminationby Lessee shallbeLessee'ssole remedyfordelayindeliveryofpossession.

2.04Upon expiration or termination of this Lease, Lessagrees to return the Premises toLessor in the same condition as received by Lessee, normalwearndtear excepted,with all• removal,repair,andrestorationdutiesofLesseebeingfullyperformed.

2.05Upon request made by Lessor following the Comm ncement Date, Lessee shall executeanddeliveranagreementsettingforththeCommencementDate,edateuponwhichtheLease Term

2

 

shall expire, and such other matters regarding the commencement of thiLease as Lessor shall request.IfLessee, with Lessor's prior written consent, occupies the Premises p •or to the Commencement Date,Lessee's occupancyofthe Premisesshallbe subjectto all the provisionofthe Lease. Early occupancy ofthePremises shallnotadvance theexpirationdateoftheLease.

3. BaseRent

On or before the first day of each calendar month  of the Leas Term, Lessee will pay to Lessorthe Base Rent for such month.  Base Rent for any first partial month a  d for the first full calendar monthof the Lease Term, is due and payable upon due date called for in thisase. Security deposit is due andpayable upon Lease execution.Monthly rent for any partial calendaronth will be prorated.All sumspayable by Lessee to Lessor hereunder shall be deemed rent. Base Renand all other amounts required tobe paid by Lessee hereunder shall be paid without deduction or offset a d without prior notice or demand.All such amounts shall be paid in lawful money of the United State  of America and shall be paid toLessor at the address stated herein or to such other persons or to uch other places as  Lessor maydesignate in writing from time to time.Amounts payable hereunder s all be deemed paid when actuallyreceivedbyLessor.

4. Additional Rent

4.01Unless otherwise specifically stated in this Lease, an   charge payable by Lessee underthis Lease other than Base Rent is called "Additional Rent." The term 'rent" whenever used in this Leasemeans Base Rent, Additional Rent and/or any other monies payabley Lessee under the terms of thisLease.

4.02"Operating Expenses" as used herein shall include all costs and expenses related to theownership, management, operation, maintenance, replacement, improv ment and repair of the Premises,Building, Project and/or Property, or any part thereof, incurred by Less r including but not limited to: (I)Property supplies, materials, labor, equipment, and tools; (2) Lessor-inc rred Utility and Service Costs (asfurther described in Paragraph 4.03B below), security, janitorial, trashmoval, and all applicable serviceandmaintenance agreements;(3) Propertyrelatedlegal, accountingand consulting fees, costs andexpenses,includingbutnotlimitedto the costofcontestsofRe IPropertyTaxes;  (4)  InsurancePremiums for all policies deemed reasonably necessary by Lessor anor its lenders, and all deductibleamounts under such policies (as further described in Paragraph 4.03Celow); (5) costs and expenses ofoperating, maintaining, and repairing the Property, including but not Iiited to all interior areas and alsodriving, parking, loading, and other paved or unpaved areas (includingut not limited to, resurfacing andstriping and any snow and ice removal Lessor elects to conduct), la dscaped areas (including but notlimited to, tree trimming), building exteriors (including but not limited to, painting and roof work), signsand directories, and lighting; (6) capital improvements and replacemen s (including but not limited to, allfinancing costs and interest charges); (7) compensation (including but not limited to, any payroll taxes,worker'scompensationfor employees,and customaryemployeeb nefits)ofallpersons,includingindependent contractors, who perform duties, or render services on balf of, or in connection with theProperty, or any part thereof, including but not limited to, Property op rations, maintenance, repair, andrehabilitation; (8) Property management fees not exceeding 5% of An ual Base Rent.and the reasonablecost of providing space used by the Property manager; and (9) Real Pr  perty Taxes (as further describedin Paragraph 4.03A, below).All Operating Expenses other than Realperty Taxes, Utility and ServiceCosts, and InsurancePremiums, are hereinreferredto as CommonAre  Expenses(CAM).   Any increasesin CAM expenses shall be limited to a non-cumulative 5% per year.In addition, in the event Lessoreffects any capital improvements  or replacements,  the cost of the s me shall be amortized over thenumberofyearsequaltotheusefullifeof anysuchcapitalimprovemensorreplacements.

4.03A"Real Property Taxes" shall include any fee, license fe , tax, levy, charge, or assessment(hereinafter individually and/or collectively referred to as "Tax") imp sed by any authority having thedirect or indirect power to tax and where such Tax is imposed againste Property, or any part thereof, orLessor in connection with its ownership or operation of the Property, in luding but not limited to: (l)anyTax on rent or Tax against Lessor's business of leasing the Property; (2) any Tax by any authority forservices or maintenance provided to the Property, or any part thereof, including but not limited to, fireprotection, streets, sidewalks, and utilities; (3) any Tax on real estate or personal property levied withrespect to the Property, or any part thereof, and any fixtures and equi ment and other property used inconnection with the Property; (4) any Tax based upon a reassessmentf the Property due to a change inownership or transfer of all or part of Lessor's interest in the Prop rty; and, (5) any Tax replacing,substituting for, or in addition to any Tax previously included in this d finition.Real Property Taxes donotincludeLessor'sfederalorstatenetincometaxes.

4.03B"Utility and Service Costs" shall include all Lessor inc rred utility and service-costs andexpenses including but not limited to costs related to water and plumbig, electricity, gas, lighting, steam,sewer, waste disposal, and HYAC, and all costs related to plumbingmechanical, electrical, elevator,HYAC, andothersystems.

3

 

4.03C"Insurance Premiums" shall include all insurance premiums for all insurance policiesmaintainedbyLessorfromtimetotimerelatedtotheProperty.

4.04Throughoutthe Lease Term following the Base Year, Lessee willpay as AdditionalRentitsProportionateShare(oftheProjectand/orBuilding,asdesignatedfromtimetotimebyLessor)oftheamount by which total Operating Expenses in each calendar year exceed total Operating Expenses for theBase Year, subject to the limitation set forth in Section 4.02 above.Estimated payments shall be mademonthly on or before the first day of each calendar month each in the amount of Lessor's then currentestimate as outlinedbelow.Lessee's Proportionate Share will be prorated for partial months.AllOperating Expenses will be adjusted, at the election of Lessor, to reflect 100% occupancy during anycalendar year in which the Project is not fully occupied(inwhich event OperatingExpensesfor the BaseYearshallalsobesoadjusted).

4.05Lessee's Proportionate Share of Operating Expenses shall be determined and paid asfollows:

4.05A.Lessee's Operating Expense estimates:On or about April l"of each calendar year,Lessor will provide Lessee with a statement of:(I)Lessee's annual share of estimated OperatingExpenses in excess of Base Year Operating Expenses for the then current calendar year; (2) Lessee'smonthly Operating Expense estimate for the then current year; and, (3) Lessee's retroactive estimatecorrection billing (for the period of JanuaryI"throughthe date immediately prior to the commencementdate of Lessee's new monthly Operating Expense estimate) for the difference betweenLessee's new andpreviouslybilledmonthlyOperatingExpenseestimatesforthethencurrentyear.

4.05B. Lessee's Proportionate Share of actual annual Operating Expenses:Each year, Lessorwill provide Lessee with a statement reflecting the total Operating Expenses for the previous calendaryear.If the total of Lessee's Operating Expense estimates billed for the previous calendar year are lessthan Lessee's Proportionate Share of the actual Operating Expenses in excess of Base Year OperatingExpenses, the statement will indicate the payment amount and date due.If Lessee has paid more than itsProportionate Share of excess Operating Expenses for the preceding calendar year, Lessor will credit theoverpaymenttowardLessee'sfuture OperatingExpense obligations.Monthly OperatingExpenseestimates are due on the I" of each month and shall commence in the month specified by Lessor.Lessee's retroactive estimate correction, and actual annual Operating Expense charges, if any, shall bedue,infull,onthedate(s)specifiedbyLessor.

4.06Unless Lessor otherwise elects, Lessee shall pay each Operating Expense in accordancewith Lessee'sProportionate Share of the Building or Lessee'sProportionate Share of the Project,whichever is designated by Lessor.Lessor shall have the right to make allocations ("Allocations") toLessee of any one or more Operating Expenses on a different basis. Lessor shall have the right to makeany such Allocations in any manner which Lessor deems reasonable (including use of estimates).Forexample, if Lessor deems it reasonable to do so, Lessor shall have the right to elect at any time and fromtime to time (a) to make any Allocation of one or more Operating Expensesbased upon Lessee'sProportionate Share of the Building and to make other Allocations on Lessee's Proportionate Share of theProject, (b) to make Allocations of certain Operating Expense items among less than all lessees and/orother than based upon the respective square footages of the lessees, (c) to make different Allocations fordifferent Operating Expenses, and/or (d) to alter an Allocation or the method of determining an Allocationfrom time to time. In no event shall Lessor be liable to Lessee based upon any incorrect or disputedAllocationnorshallLesseehaveanyrighttoterminatethisLeasebyreasonofanysuchAllocation.

4.07In the event Lessee wishes to audit any Operating Expense charge, such an audit shall belimited to an audit of the annual statement delivered under Paragraph 4.05B abpve.Such audit shall beperformed only if, at the time of the audit request and at all times thereafter to and during the course ofthe audit,LesseehaspaidinfullallOperatingExpensesbilledandisnotinDefault(asdefinedinSection

20.02 below).Any audit shall be conducted at a time and location designated by Lessor.Lessor andLessee agree that any Lessee audit must be requested by Lessee by written notice given within six (6)months of the date that Lessor provides the applicable annual statement under Paragraph 4.05B above,and must be completed by Lessee within thirty (30) days of its written notice requesting the audit; ifLessee does not give such written notice within the period of time allowed, or fails to complete the auditwithinthe time allowed, Lessee's right to audit is waived, and the Operating Expenses, as billed,including all calculations used as the basis for Lessor's charges (including any "Allocations" and anyapplicable Expense Base Year or expense stop calculations), shall be deemed conclusive and final for allpurposes under this Lease. All calculations by Lessor of Operating Expenses for the Expense Base Yearshall be conclusive and final, and Lessee shall have no right to audit the same, except only Lessee mayaudit the same as part of an audit of Operating Expenses for the first Expense Comparison Year.Anyaudit shall be conducted only by Lessee and the CPA then used by Lessee for the preparation -of its taxreturns and financial statements; no agent of Lessee employed in connection with the audit shall beemployed on any contingentpaymentbasis.Lessee shall maintainas strictly confidential, and shall causeitsauditortoexecuteinfavorofLessoraconfidentialityagreement(informpreparedbyLessor)

4

 

regarding, all financial information audited, the results of any such audit, and the resolution of anydisputed issues arising in connection with such audit. Lessor shall not be bound by the result of any suchaudit.If the parties do not agree upon the inclusion or amount of any Operating Expense charged byLessor,thesoleremedyofLesseeshallbetoconductanauditwithinthetimespecifiedinthisLeaseand,if still in disagreement with Lessor, to submit the matter to arbitrationpursuant to Section 27.J 7belowwithin thirty (30) days after completion of the audit to request an adjustment to any disputed OperatingExpense item to cause the same to not exceed the amount that Lessor has the right to collect hereunder forsuch item.Inno event will this •Lease be terminable nor shallLessor be liable for damagesbaseduponanydisagreementregardingoradjustmentofOperatingExpenses.

5. LateCharges

If any sum payable by Lessee to Lessor is not received by Lessor within five (5) days after itbecomes due, Lessee shall pay a late charge equal to fifty dollars ($50.00) or five (5%) of the thendelinquent amount, whichever is greater.A fifty dollar ($50.00) handling fee will be paid to Lessor byLessee for each bank returned check, and Lessee will be required to make all future payments to Lessorby wire or electronic transfer or by cashier's check.The acceptance of late charges and returned checkcharges by Lessor will not constitute a waiver of Lessee's Default nor any other rights or remedies ofLessor. Lessee shall not be in default of this Lease the first time in a twelve (12) consecutive monthperiod that Lessee fails to pay rent when due so long as Lessee pays such overdue rent within five (5)daysofwrittennoticefromLessorthatsuchoverdueamountisdue.

6. SecurityDepositandFinancialReporting

6.0I Upon Lessee's execution of this Lease, Lessee will deposit with Lessor an initial SecurityDeposit in the amount specified in Paragraph 1 as security for Lessee's full and faithful performance ofeveryprovisionunder this Lease.Lessorwill notbe requiredto keep the SecurityDeposit separate fromits general funds andhas no obligationor liability for paymentofinterestthereon(except whenrequiredby law). Lessee hereby grants to Lessor a security interest in the Security Deposit.Lessee will not havethe right to apply any part of the Security Deposit to any amounts payable under the terms of this Leasenor is it a measure or limitation ofLessor's damages in event of a Default by Lessee. IfLessee fails to payanyrentdueherein, orotherwiseisinDefaultofanyprovisionofthisLease,Lessormay,withoutwaiverof the Default or of any other right or remedy, use, apply or retain all or any portion of the SecurityDeposit for the payment of any amount due Lessor or to compensate Lessor for any loss or damagesufferedby Lessee's Default.Withinfive (5) days after written notificationby Lessor, Lessee willrestoretheSecurityDeposittothefullamountrequiredunderthisLease.

6.02Within ten (10) days after written request from Lessor but not more often than annually,Lessee shall deliver to Lessor such financial statements as Lessor reasonably requestsregarding Lessee orany assignee, subtenant, or guarantor of Lessee.Lessee represents and warrants to Lessor that eachfinancial statement is a true and accurate statement.Lessor shall use such statements only for validbusinesspurposes.Lessor shall have the right to make such financial statementsand the other contents ofitsfilesavailabletolawenforcementorothergovernmentalagenciesuponrequest

7. UseofPremises

7.01The Premises will be used and occupied only for Lessee's Permitted Use. Lessee will, atits sole expense, comply with all conditions and covenants of this Lease, and all Laws.Lessee will notuse or permit the use of the Premises, the Property or any part thereof, in a manner that is unlawful,diminishestheappearanceoraestheticqualityofanypartof theProperty,creatc.swasteoranuisance,orcauses damage to the Property.Lessee shall not permit any objectionable or unpleasant odors, smoke,dust, gas, noise or vibrations to emanate from the Premises nor take or permit any other action in thePremises that would endanger, annoy, or interfere with the operations of, Lessor or any other tenant of theProject.Lessee shall obtain, at its sole expense,anypermitor othergovernmentalauthorizationrequiredto operate its business from the Premises.Any animals, excepting guide dogs, on or about the Property oranypartthereofareexpresslyprohibited.

7.02Inthe event of any excessivetrash in or outside the Premises, as determinedby Lessor inits sole discretion, Lessor will have the right to remove such excess trash, charge all costs and expensesattributable to its removal to Lessee. Lessee will not cause, maintain or permit any outside storage on orabout the Property without prior written consent by Lessor.1n the event of any unauthorized outsidestorage byLessee,Lessor will have the right, withoutnotice, in additionto such other rights andremediesitmayhave, toremoveanysuchstorageattheexpenseofLessee.

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8. Parking

AU parking will comply with the terms and conditions of this Lease and the parking rules andregulations included in Exhibit "D."Lessee will have a non-exclusive privilege to use of one-hundredeighty (180) parking spaces designated by Lessor for public parking and four (4) designatedvisitorparking spaces at the entry to the Premises.Vehicles parked in public parking areas will be no larger thanfull-sized passenger automobiles or standard pick-up trucks.Lessor reserves the right, without notice toLessee, to tow away at Lessee's sole cost and expense any vehicles parked in any parking area for anycontinuousperiodof24 hours or more, or earlier ifLessor, inits sole discretion, determinessuchparkingto be a hazard or inconvenience to other lessees or Lessor, or violates any rules or regulations or postednotices related to parking.Lessor shall not be responsible for enforcing Lessee's parking rights againstthird parties.From time to time, Lessor reserves the right, upon written notice to Lessee, to change thelocation, the availabilityandnature ofparking spaces, establishreasonabletime limits onparking, and, onan equitable basis, to assign specific spaces with or without charge to Lessee as Additional Rent.Theparking privileges granted to Lessee are personal to Lessee; Lessee shalJ not assign or sublet parkingprivileges.

9. UtilitiesandServices

9.0 lSubjecttotheotherprovisionsofthisLease,thefollowingservicesareprovided.

A. Electricity, water, and elevator service (if elevators presently serve the Premises) areprovided.

B. Heating and air conditioning are provided 7:00 a.m. to 6:00 p.m. Monday throughSaturday, except holidays. If Lessee desires such service during other hours, LesseemustprearrangethesamewithLessorandpayanadditionalchargeforsuchservice.

C. Fivedaysperweekjanitorialservice,periodicwindowcleaning,suppliesforBuildingoperation,andothercustomaryservices.

If Lessee uses any utility or service in excess of normal usage levels, as determined by Lessor inits sole discretion, Lessor shall have the right to charge Lessee for such excess use and to charge Lesseethecosttoseparatelymetersuchuse.

9.02Lessor willnot be liable or deemed in Lessor Default, nor will there be any abatement ofrent or right to terminate this Lease, for (a) any interruption or reduction of utilities, utility services ortelecommunication servicesnot causedbyLessor,(b)anytelecommunications or other company(whether selected by Lessor or Lessee) failing to provide such utilities or services or providing the samedefectively,and/or(c)anyutilityinterruptioninthenatureofblackouts,brownouts,orrollinginterruptions.Lessee agrees to comply with any energy conservationprograms required by law orimplementedby Lessor.Lessee acknowledges that utility and service costs and availability may fluctuatesignificantly, due to power shortages or other events and factors, and Lessee accepts the risks of suchfluctuations.Lessor reserves the right, in its reasonable discretion, to designate, at any time, the utilityand service providers for Lessee's use within the Property; no such designation shall impose liabilityuponLessor.

9.03Lessee has satisfieditselfas to the adequacy of any Lessorownedutility equipmentandthequantityoftelephonelinesandotherserviceconnectionstotheBuildingavailableforLessee'suse.

10. LesseeImprovements;LesseeAlterationsandMechanic'sLiens

10.01Any improvements to be constructed in the Premises by Lessee prior to Lessee initialJycommencing use of the Premises are referred to throughout this Lease as "Lessee Improvements."AllLessee Improvements will be performed in accordance with the terms and conditions outlined in Exhibit"B" andalso in accordancewiththeprovisionsset forthinthisParagraphIO regardingLesseeAlterations.

10.02The following provisions apply to "Lessee Alterations" which means and includes (a) anyalterations or improvements to the Premises undertaken by Lessee (other than nonstructural installation ofequipment or trade fixtures}, (b) any utility instalJations at the Premises undertaken by Lessee, and (c) anyrepair, restoration, replacement, or maintenance work at the Premises undertaken by Lessee whether ornot Lessee is required to undertake such work pursuant to this Lease.Lessee shall not commence anyLessee Alteration without first obtaining the prior written consent of Lessor in each instance whichconsent may be withheld or conditioned in Lessor's reasonable discretion.Lessee shall submit suchinformation regarding the intended Lessee Alteration as Lessor may reasonably require, and no requestfor consent shall be deemed complete until suchinformationis delivered.The followingprovisions applytoalJLesseeAlterations.

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(aJ   Lessee shall hire a licensedgeneral contractorwho, in tum, shall hire onlylicensed subcontractors.All work shall be conducted expeditiouslyand becompletedwithinareasonabletime.

(b) Lessee shall obtain all required permits and deliver a copy of the same to Lessor.Lessee shall install all Lessee Alterations in strict compliance with all permits,anyplansapprovedbyLessor,andallconditionstoLessor'sapproval.

(c) Unless Lessor elects otherwise in its applicable prior written consent, Lesseeshall remove each Lessee Alteration at the end of this Lease or Lessee's right ofpossessionandrestorethePremisestoitspriorcondition,allatLessee'sexpense.

(d) Lessee shall deliver to Lessor, within ten (JO) days following installation of eachLessee Alteration, (w) accurate, reproducible as-built plans, (x) proof of finalinspectionandapprovalby allgovernmentalauthorities,(y) completelienwaiversforallcostsoftheLesseeAlteration,and(z)acopyofarecordednoticeofcompletion.

10.03Lessor shall have the rightto inspect all Lessee Alterations.Lessee shallpay to Lessor afee equalto 5% oftotalproject costupto $50,000 and2.5%thereafter,to compensateLessor for reviewofplans, inspectionof work, and other activitiesregarding any Lessee Alterations.Approvalof any plansor inspection of any work is for the sole benefit of Lessor and is not a representation by Lessor that anyworkissuitableorcomplieswithapplicablerequirements.Lessor'sapprovalofanyLesseeImprovements and Lessee Alterations and/or Lessor's approval or designation of any general contractor,subcontractor, supplier or other project participant will not create any liability whatsoever on the part ofLessor.

I0.04Lessee shallpay all costs of LesseeAlterations as andwhen due.Lessee shall not allowany liento be filed.Lessee shall obtain advance lien waivers and third-party beneficiaryagreements fromall contractors,subcontractors, suppliers, and othersprovidingequipment,labor, materials, or services,inthe form required by Lessor.If any lien is filed, then, without waiver of any other right or remedy, Lessorshall have the right to cause such lien to be removed by any means allowed by law, including bond,deposit, and/or payment of the underlying claim.All sums expended by Lessor in coMection with suchlien and/or its removal, including attorney fees, shall be immediately due fromLessee to Lessor, togetherwithinterestatthe rateof12%.

10.05All Lessee Improvements and Lessee Alterations are part of the realty and belong toLessor.Lessee shall be solely responsible to insure all Lessee Alterations and to restore the samefollowing any casualty.As a condition of Lessor consenting to any Lessee Improvements or LesseeAlterations, Lessor reservesthe right, at any time to elect to make Lessee the owner of all or any specifiedpart of the Lessee Improvements or Lessee Alterations and/or to require Lessee, upon termination of thisLease, to remove none, all, or part of the same at its sole cost and expense.The provisions of thisParagraphshallsurvivetheterminationofthisLease.

10.06Notwithstanding any other provision of this Lease, Lessee shall remove, at or prior to theexpiration or termination of this Lease, at its expense, all wiring and cabling installed at the Premiseswhich shall have been installedby Lessee or whichLessor shall have installedpursuant to this Lease or atthe request of Lessee.Such wiring and cabling shall include but not be limited to (a) wiring and cablingabove the ceiling panels, behind or within walls, and under or within floors, (b) wiring and cabling forvoice, data, security or other purposes, (c) wiring and cabling installed pursuant to this Paragraph 10,pursuanttoExhibitB,orotherwise,and(d)allrelatedinstallations,equipmentaqditemswhatsoever.

11. Repairs

I1.01Subjectto Paragraph 11.02 below, Lessee shall, at all times and at its sole cost andexpense, keep all parts of the Premises (including Lessee Improvements and Lessee Alterations) in goodorder, and in a neat, clean and safe condition.If Lessee does not perform required maintenance, Lessorshall have the right, without waiver of Default nor of any other right or remedy, to perform suchobligations ofLessee on Lessee's behalf, andLessee will reimburse Lessor for any costs incurredimmediatelyupondemand.

11.02 Lessor shall perform all repairs required in the Premises.All costs incurred by Lessor inmaking such repairs shall be Operating Expenses; provided, Lessee shall reimburse Lessor for 100% ofany such costs incurred by Lessor (a) due to the act or omission of Lessee (including but not. limitedtoclogging ofplumbing, stainremoval, andrepair of damage to the Premises), or (b) for repairs ormaintenance in excess of or other than routine Building standard repairs and maintenance as determinedby Lessor in its reasonable discretion(for example, maintenance of any above standard dedicatedHVACunit,repair ofbuilt-inappliances,orperiodicreplacingofabovestandardlightbulbs).

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12. Insurance

12.0lLessee will not do or permit anything to be done within or about the Premises or theProperty which will increase the existing rate of any insurance on any portion of the Property or cause thecancellation of any insurance policy covering any portion of the Property.Lessee will, at its sole cost andexpense,complywithanyrequirementsofanyinsurerofLessor.

12.02Lessee agrees to maintainpolicies of insurance describedin this Paragraph.Lessorreserves the right, from time to time, to require additional coverage's (including, for example, floodinsurance,ifthe Premisesis locatedin a floodhazardzone), and/orto requirehigher amounts ofcoverage's.Any additionaland/or higher must conform to reasonable industry standards.No insurancepolicyofLesseeshallhaveadeductiblegreaterthan$50,000.

(a)

(b)

Workers' CompensationEmployer'sLiability

CommercialGeneralLiability

Combinedsinglelimitperoccurrencethis location

StatutoryRequirements

Notlessthan$1,000,000.00Notlessthan$1,000,000.00

Notlessthan$2,000,000.00aggregate

The Commercial General Liability policies shall insure on an occurrence and not a claims-made basis andcover the Premises, Project and Property. Suchpolicies shall cover liabilityarising frompremises,operations, independent contractors, products-completed operations, personal injury, advertising injuryand liability assumed under an insured contract (specifically insuring performance of the indemnityobligationsofLesseehereunder);suchpoliciesshallnotbeexcess.

(c) AutomobileLiability

singlelimitincludingpropertydamage

Notlessthan$300,000.00combined

(d) "Causes of Loss -- Special Form" coverage including endorsements for flood coverage,earthquake sprinkler leak coverage, and such endorsements and supplementalas Lessormay require from time to time.This insurance coverage must be upon the Premises andallpropertyownedbyLessee,for whichLesseeis legallyliable,whichLesseeisobligated to repair and restore hereunder, and/or which was installed at the expense of orat the request of Lessee, including but not limited to, any Lessee Improvements, LesseeAlterations, furniture, fixtures, equipment, installations and any other personal  propertyof Lessee, in an amount not less than their full replacement value.All proceeds of thisinsurance shall only be used for the repair and replacement of property so insured; Lesseehereby assigns to Lessor all its rights to receive any proceeds of such insurance policiesattributabletoanyLesseeImprovementsandLesseeAlterationsifthisLeaseisterminatedduetodamageordestruction.

The limits of the insurance coverage required under this Lease will not limit the liability of Lessee norrelieve Lessee of any obligation hereunder.All insurance to be carried by Lessee will be primary to, andnon-contributory with,Lessor'sinsurance,and containcross-liability endorsementsandwillin additiontothe above coverage specifically insure Lessor against any damage or loss that may result either directly orindirectly from any default of Lessee under Paragraph 14 (Hazardous Materials) herein.Any similarinsurancecarriedbyLessorwillbeconsideredexcess insuranceonly.

12.03Lessee will name Lessor (and, at Lessor's request, any mortgagee) and Lessor's agents asadditional insured's on all insurance policies required of Lessee under this Lease, other than Worker'sCompensation, Employer's Liability, Automobile Liability, and Fire and Extended coverage (except onLesseeImprovementsorLesseeAlterationsto the PremisesforwhichLessorshallbe named  anadditional insured) insuring Lessor and such other additional insured's regardless of any defenses theinsurer mayhave againstLessee and regardless ofwhetherthe subject claimis also made againstLessee.All insurance policies carried by Lessee will permit the insured, prior to any loss, to agree with a thirdparty to waive any claim it might have against said third party without invalidating the coverage under theinsurancepolicy, andwillreleaseLessor (and Lessor's affiliates and subsidiaries,and  all officers,partners, directors, and employees of Lessor and/or of any such subsidiary or affiliate), from any claimsfor damage to any person, to the Property of which the Premises are a part, any existing improvements,Lessee Improvements and Lessee Alterations to the Premises, and to any furniture, fixtures, equipment,installations and any other personal property of Lessee caused by or resulting from, risks which are to beinsuredagainstbyLesseeunderthisLease, regardlessofcause.

12.04Lessee will deliver to Lessor (and, at Lessor's request, to any mortgagee or to any otherthird party), simultaneously with its execution of this Lease and thereafter at least thirty (30) days prior toexpiration,cancellationorchangeininsurance,certificatesofinsuranceevidencing,ataminimum,the

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coverage specified in ParagraphI 2.02.All such certificates shall be in fonn and substance satisfactory toLessor, shall affinnatively demonstrate alland requirements set forth in this Lease, shall contain nodisclaimers of coverage, and shall include a finn and unconditional obligation to give to Lessor at least 10days'prior written notice prior to cancellationor change in any coverage.All insurance requiredhereunder will be with companies licensed and authorizedto do business in the state in which theProperty is located and holding a "General PolicyholdersRating" of"A VIII" or better, as set forth in themostcurrentBest'sInsuranceGuide.

I 2.05Lessor will secure and maintain insurance coverage in such limits as Lessor may deemreasonable in its reasonable judgment to afford Lessor adequate protection.The premiums for suchcoverage are "InsurancePremiums" under Paragraph4.03C above.Anyproceedsof such insurance shallbe the sole property of Lessor to use as Lessor determines.Lessor makes no representation that theinsurance policies and coverage amounts specified to be canied by Lessee or Lessor under the tenns ofthis Lease are adequate to protect Lessee.Lessee will provide, at its own expense, all insurance asLesseedeemsadequate toprotectitsinterests.

12.06Without limiting the effect of any other waiver of or limitation on the liability of Lessorset forth herein, and except as provided in Paragraph 13 and/or Paragraph 14 below, neither Lessor norLessee shall be liable to the other party or to any insurance company (by way of subrogationor otherwise)for any loss of or damage to tangible property due to casualty regardless of negligence.For purposes ofthis Paragraph 12.06, "Lessor" shall include Lessor's affiliates and subsidiaries, and all officers, partners,directors,andemployeesofLessororofanysuchsubsidiaryoraffiliate.

13. WaiverofClaimsandIndemnification

Lessee waives all claims againstLessor for any damageto any property in or aboutthe Property,for any loss of business or income, and for injury to or death of any persons, regardless of the cause ofany such loss or event or time of occurrence, except loss, injury or death caused by Lessor's grossnegligence or willful misconduct. Lessee will indemnify, protect, defend and hold hannless Lessor fromand against all claims, losses, damages, causes of action, costs, expenses and liabilities, including legalfees, arising out of Lessee's occupancy of the Premises or presence on the Property, the conduct ofLessee•s business, any Default by Lessee, and/or any act, omission or neglect of Lessee, its agents,contractors, employees, suppliers, licensees or invitees.For purposes of this Paragraph 13, "Lessor" shallinclude also Lessor's affiliates and subsidiaries, and all officers, partners, directors, and employees ofLessororof anysuchsubsidiaryoraffiliate.

14. HazardousMaterials

14.01"Hazardous Materials" will mean any substance commonly referred to, or defined in anyLaw, as a hazardous material or hazardous substance (or other similar tenn), including but not be limitedto,chemicals,solvents,petroleumproducts,flammablematerials,explosives,asbestos,ureaformaldehyde, PCB's, chlorofluorocarbons, Freon or radioactive materials.Lessee will not cause orpennit any Hazardous Materials to be brought upon, kept, stored, discharged, released or used in, under orabout any portion of the Property by Lessee, or its agents without the prior written consent of Lessor,which consent may be withheld or conditioned in Lessor's sole discretion; provided, Lessee may bringinto the Premises small amounts of Hazardous Materials (such as cleaning products and copy toner)which are readily available to Lessee by unregulated retail purchase if the same are necessary in Lessee'snonnal business operations. If Lessee brings any Hazardous Materials to the Premises or Property, withor without the prior written consent of Lessor (without waiver of the requirement of prior writtenconsent), Lessee shall: (1)use such Hazardous Material only as is reasonably necessary to Lessee'sbusiness, in small, properly labeled quantities; (2) handle, use, keep, store, and dispose of such HazardousMaterial using the highest accepted industry standards and in compliance with all applicable Laws; (3)maintain at all times with Lessor a copy of the most current MSDS sheet for each such HazardousMaterial; and (4) comply with such other rules and requirements Lessor may from time to time impose.Uponexpirationor earliertenninationofthis Lease,Lessee will, atLessee's sole cost andexpense, causeall Hazardous Materials brought to the Premises or the Property by Lessee, its agents, contractors,employees, suppliers, licensees or invitees, to be removed from the Property in compliance with any andallapplicableLaws.

14.02If Lessee or its agents violate the provisions of this Paragraph 14, or performs any act oromissionwhich contaminates or expands the scope of contaminationof the Premises, the Property, or anypart thereof, the underlying groundwater, or any property adjacent to the Property, then Lessee willpromptly,atLessee'sexpense,takeallinvestigatoryand/orremedialaction(collectivelycalled"Remediation") that is necessary to fully clean up, remove and dispose of such Hazardous Materials andany contamination so caused and shall do so in compliance with any applicable Laws.Lessee will alsorepair any damage to the Premises and any other affected portion(s) of the Property caused by suchcontaminationandRemediation.

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14.03Lessee shall immediately provide to Lessor written notice of any investigation or claimarising out of the use by Lessee of Hazardous Materials at the Propeny or the violation of any provisionof this Paragraph 14 and shall keep Lessor fully advised regarding the same.Lessee shall provide toLessor all repons regarding the use of Hazardous Materials by Lessee at the Property and any incidentsregardingthe same, regardless ofwhether any such documentationis consideredby Lessee to beconfidential.Lessor retains the right to panicipate in any legal actions affecting the Property involvingHazardousMaterials.

14.04Lessee will indemnify, protect, defend and forever hold Lessor, its lenders and groundlessor, if any, and the Premises, the Property, or any portion thereof, harmless from any and all damages,causes of action, fines, losses, liabilities, judgments, penalties, claims, and other costs arising out of anyfailure of Lessee to observe any covenants of this Paragraph 14 of this Lease.All provisions of thisParagraph 14 shall survive the expiration of this Lease and any termination of this Lease or of Lessee'sright of possession.For purposes of this Paragraph 14.04, "Lessor" shall include also Lessor's affiliatesand subsidiaries, and all officers, partners, directors, and employees of Lessor or of any such subsidiary oraffiliate.

15. Lessor'sAccess

Lessor, its agents, contractors, consultants, servants and employees, will have the right to enterthe Premises at any time in the case of an emergency, and otherwise at reasonable times upon reasonablenotice to examine the Premises, perform work in the Premises, show the Premises, exercise any right orremedy, or for any other purpose.For each of these purposes, Lessor will at all times have and retain anynecessary keys.Lessee will not alter any lock or install new or additional locks or bolts on any door in orabout the Premises without obtaining Lessor's prior written approval and will, in each event, furnishLessor with a new key. Access by Lessor will not give Lessee the right to terminate this Lease, and willbewithoutabatementofrentorliabilityonthepartofLessor.

16. DamageorDestruction

16.01IfthePremisesisdamagedordestroyedbyfireorothercasualty,Lesseewillimmediately give written notice to Lessor of the casualty.Lessor will have the right to terminate thisLease followinga casualty if any ofthe following occur by givingnoticeto Lesseewithin sixty (60) daysof the casualty:(i) insurance proceeds actually paid to Lessor and available for use are not sufficient topay the full cost to fully repair the damage; (ii) Lessor determines that the Premises or the Buildingcannot be fully repaired within 180 days; (iii) the Premises are damaged or destroyed within the lasttwelve(12).monthsoftheLeaseTerm;(iv)LesseeisinDefaultofthisLeaseatthetimeofthecasualty;

(v) Lessor would be required under this Lease to abate or reduce Lessee's rent for a period in excess ofsix (6) months if the repairs were undertaken; or (vi) the Project, or the Building in which the Premises islocated, is damagedsuchthat the cost ofrepair ofthe same would exceed10% of the replacement cost ofthe same.If Lessor elects to terminate this Lease, Lessor will be entitled to retain all applicable Lesseeinsurance proceeds excepting those attributable to Lessee's furniture, fixtures, equipment, and any otherpersonalproperty.

16.02lf this Lease is not terminatedpursuantto Paragraph16.01, Lessor will repair thePremises and this Lease shall continue.The repair obligation of Lessor shall be limited to repair of thePremises excluding any Lessee Improvements, Lessee Alterations, and any personal property and tradefixtures of Lessee. During the period of repair, rent will be abated or reduced in proportion to the degreeto which Lessee's use of the Premises is impaired, as determined by Lessor, not to exceed the totalamount of rent loss insurance proceeds, directly attributable to Lessee's Premises, Lessor has received.However,rentwillnotbe abatedifLesseeoranyofitsagentsisthecauseofthe,casualty.

17. Transfer(Assignment/Subletting)

17.01Lessee willnot,voluntarilyor by operationof law, assign, sell, convey, sublet orotherwise transfer all or any part of Lessee's right or interest in this Lease, or allow any other person orentity to occupy or use all or any part of the Premises (collectively called ''Transfer") without firstobtaining the written consent of Lessor which may be withheld or conditioned by Lessor in its reasonablediscretion.Any Transfer without the prior written consent of Lessor shall be void. Without limiting thegenerality of the definition of "Transfer," it is agreed that each of the following shall be deemed a"Transfer" for purposes of this Paragraph: (a) an entity other than Lessee becoming the tenant hereunderby merger, consolidation, or other reorganization; and (b) a transfer of any ownership interest in Lessee(unless Lessee is an entity whose stock is publicly traded).Lessee shall provide to Lessor all informationrequestedby Lessor concerning a Transfer.IfLessor has not granted consent in writingto -a Transferwithin thiny (30) days ofLessee's request hereunder and delivery of all such information, Lessor will bedeemedto have rejectedLessee's request.In no event shall Lessee mortgage, encumber, pledge or assignfor security purposes all or any part of its interest in this Lease.Notwithstanding the foregoing, LesseemayassignthisLease orsubleasethePremises,inwholeorinpart,withoutthe expresswrittenconsentof

Lessor to:(i) any corporation into which or with which Lessee has merged or consolidated; (ii) anyparent, subsidiary, successor, or affiliated corporation of Lessee; (iii) any corporation which acquires allor substantially all of the assets or issued and outstanding shares of capital stock of Lessee; (iv) anypartnership, the majority interest of which shall be owned by the parent of Lessee; provided the resultingentity from such merger or consolidation or the transferee, other than a parent, subsidiary or affiliatedcorporation of Lessee, from any such acquisition, shall have a net worth not less than Lessee's prior to themerger, consolidation, or acquisition; and provided further any such assignee or successor shall agree inwriting to assume and perform all of the terms and conditions of this Lease on Lessee's part to beperformed from and after the effective date of such assignment or subletting, so long as the resultingentity's use of the Premises does not violate any provision of this Lease or any applicable governmentallaw,ruleor regulation.

17.02In the event Lessor consents to a Transfer, the Transfer will not be effective until Lessorreceives a fully executed agreement regarding the Transfer, in a form and of substance acceptable toLessor, any documentsor informationrequiredby such agreement (includingany estoppelcertificate andany subordination agreement required by any lender of Lessor), an amount equal to all attorneys fees andother expenses of Lessor incurred in connectionwith the Transfer, and a Transfer fee in an amountdetermined by Lessor (a minimum fee of $250 is payable).Lessee agrees to pay to Lessor an amountequal to all attorneys' fees and other expenses incurred by Lessor related to a request for consent toTransferregardlessofwhether such consentis grantedandregardless ofwhether the Transferisconsummated.

17.03Fifty percent (50%) of any consideration paid to Lessee solely for assignment of thisLease, less any reasonable brokerage commission and reasonable tenant improvements paid by Lesseewith respect to such assignment, shall be immediately paid to Lessor.In the event of a sublease of all or aportion of the Premises, fifty percent (50%) of all rents payable by the subtenant in excess of rentspayable hereunder (allocated on a per square foot basis in the event of a partial sublease) shall beimmediately due and payable to Lessor; provided, excess rental shall be calculated taking into accountstraight-line amortization, without interest, of any reasonable brokerage commission less any reasonabletenantimprovementspaidby Lesseeinconnectionwiththesubjectsubleasetransaction.

17.04Lessor may, within thirty (30) days after submission of Lessee's written request forLessor's consent to a Transfer, terminate this Lease (or, as to a partial subletting, terminate this Lease asto the portion of the Premises proposed to be sublet) as of the date the proposed Transfer was to beeffective. If Lessor terminates this Lease as to only a portion of the Premises, then (a) this Lease shallcease as to such portion of the Premises, (b) Lessee shall pay to Lessor all Base Rent and other amountsaccrued through the termination date relating to the portion of the Premises covered by the proposedTransfer (allocated on an equitable basis determined by Lessor), and (c) Lessee shall execute, uponrequest of Lessor, an amendment hereto setting forth matters related to such partial termination.Lessormay physically separate the recaptured portion of the Premises and lease such portion of the Premises tothe prospectivetransferee(or toanyotherperson)withoutliabilityto Lessee.

17.05Regardless of whether consent by Lessor is granted in connection with any Transfer, noTransfer shall release Lessee from any obligation or liability hereunder; Lessee shall remain primarilyliable to pay all rent and other sums due hereunder to Lessor and to perform all other obligationshereunder.Similarly,no Transfer,with or withoutthe consentof Lessor, shall release any guarantor fromits obligations under its guaranty.Upon any assignment or sublease, any rights, options or opportunitiesgranted to Lessee hereunder to extend or renew the Lease Term, to shorten the Lease Term, or to leaseadditionalspaceshallbe nullandvoid.

18. Default

TimeisoftheessenceintheperformanceofallcovenantsofLessee.LesseewillbeinDefaultif

anyofthefollowingeventsoccurs:

18.01Lessee fails to make within five (5) days of when due, any payment of Base Rent,Additional Rent, or any other monetary payment required to be made by Lessee herein and Lessee doesnot cure such failure within three (3) days after Lessor gives written notice of such failure to Lessee;provided, if Lessor has given such a written notice with respect to two (2) payments due in any calendaryear,thenthefailurebyLesseetopayanyother paymentdueinsuchcalendaryear,onorbeforethedatewhen first due, shallbe a Default hereunder without any writtennotice from Lessor andwithout any graceor cure period.Notwithstanding the foregoing,Lessee shallnotbe in default ofthis Lease the firsttime ina twelve (12) month period that Lessee fails to pay rent when due so long as Lessee pays such overduerentwithinfive (5)daysofwrittennoticefromLessorthatsuchoverdueamountisdue.

18.02Lessor discovers that any representation or warranty made by Lessee or any guarantorwas materially false when made or that any financial statement of Lessee or of any guarantor of this LeasegiventoLessorwasmateriallyfalse.

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I8.03Lesseemakesanygeneralarrangementor assignmentforthe benefitofcreditors,becomesa"debtor"inabankruptcyproceeding,isunabletopayitsdebtsorobligationsastheyoccur,orhas an attachment, execution or other seizure of substantially all of its assets located at the Property or itsinterestinthisLease.

18.04Lesseefailsto observe,performor complywithanyofthenon-monetaryterms,covenants, conditions,provisions or rules andregulationsapplicableto Lessee under this Lease other thanas specified above in this Paragraph 18; provided, if such failure is a curable failure, then such failureshall not be a "Default" unless Lessee does not cure such failure as soon as practicablepossible but in noevent later than thirty (30) days following written notice of such failure from Lessor; provided, however,that if said default cannot be cured within said thirty (30) day period using reasonable diligence, noDefault shall be deemed to have occurred if Lessee commences action to cure the Default within saidthirty(30)dayperiodanddiligentlypursues acurethereafter.

18.05Any guarantor becomes insolvent, becomes a "debtor" in a bankruptcy proceeding, failstoperformanyobligationunderitsguaranty,orattemptstorevokeitsguaranty.

19. RemediesofLessor

19.01If Lessee fails to perform any duty or obligation of Lessee under this Lease, Lessor mayat its option, withoutwaiverofDefault nor any otherright or remedy,performany such duty or obligationon Lessee's behalf. The costs and expenses of any such performance by Lessor will be immediately dueandpayablebyLesseeuponreceiptfromLessor of thereimbursementamountrequired.

19.02Upon a Default, with or without notice or demand, and without limiting any other ofLessor'srightsorremedies,Lessormay:

(a) Terminate this Lease and/or terminate Lessee's right to possession of the Premises.Uponany such termination, Lessee will immediately surrender possession of the Premises toLessor.On termination of this Lease or Lessee's right of possession, Lessor will beentitled to recover from Lessee: (i) the worth at the time of the award of the unpaid rentwhich had been earned at the time of the termination; (ii) the worth at the time of theaward of the amount by which the unpaid rents which would have been earned aftertermination until the time of award exceeds the amount of such rental loss that Lesseeproves could have been avoided; (iii) the worth at the time of the award of the amount bywhichthe unpaidrents for the balance of the Lease Term after the time of award exceedsthe amount of such rental Joss for such period that Lessee proves could be reasonablyavoided; and (iv) the worth at the time of the award of any other amount necessary tocompensateLessor for allthe damageproximately causedby Lessee'sfailure toperformits obligations under this Lease, including specifically the unamortized portion of allbrokerage commissions paid in connection with this Lease and all costs of Lessor's Work(amortizedwithout interest on a straight line basis over the initial Lease Term), andreimbursement of any free rent, deferred rent or other Lease execution inducement. Theexpiration or terminationof this Lease, and/or the terminationofLessee's right topossession,willnotreleaseLessee fromanyliabilityunderthisLease.

(b) Continue the Lease and Lessee's right to possession and recover rent as it becomes due.Acts of maintenance or preservation, efforts to relet the Premises, removal or storage ofLessee's personal property or the appointment of a receiver to protect Lessor's interestunderthisLease,willnotconstituteaterminationofLessee'srighttopossession.

(c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicialdecisionsofthestatewhereinthePremisesarelocated.

19.03The "worth at the time of award" referred to in Paragraph 19.02(a)(i), 19.02(a)(ii), andJ9.02(a)(iv) will additionally include interest computedby allowing interest at the rate of 12%per annum(or, if lower, at the maximum rate allowed by law).The "worth at the time of award" referred to inParagraph 19.02(a)(iii) will be computed by discounting the amount at the discount rate of the FederalReserveBankofSanFranciscoineffectatthetimeofaward,plusonepercent(I%).

19.04No right or remedy conferred upon or reserved to Lessor in this Lease is intended to beexclusive of any right or remedy granted to Lessor by statute or common law, and each and every suchrightandremedywillbecumulative.

20. Condemnation

Ifany portion ofthe Premises or any portion of the Building inwhich the Premises is located, oranyportionofthePropertywhichwouldsubstantiallyinterferewithLessor'sownership, orLessor'sor

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Lessee• ability to conduct business is taken for any public or quasi-public purpose by any governmentalauthority, including but not limited to, by exercise of the right of appropriation, inverse condemnation,condemnation or eminent domain, or sold in lieu of such taking, Lessor, at its option, may terminate thisLease without recourse by Lessee. If this Lease is not terminated, Lessor will promptly proceed to restorethe Premises and/or any portion of the Property used in common by all lessees to substantially the samecondition as prior to such taking allowing for any reasonable effects of such taking.Should a portion ofthe Premises be taken in a case where Lessor does not exercise its right to terminatethis Lease, Lessorwill abate the rent corresponding to the term during which, and to the part of the Premises which, Lesseeis deprived on account of such taking. Any award for any taking or payment made in lieu of exercise ofsuch power will be the property of Lessor, whether such award be made as compensation for diminutionof value of the leasehold or for the taking of the fee, or as severance damages; however, Lessee will beentitledtoanycompensation,separatelyawardedto LesseeforLessee'srelocationexpenses.

21. EstoppelCertificate

Lessee will execute and deliver to Lessor, within ten (10) days after written request from Lessor,a written Estoppel Certificate in form prepared by Lessor certifying: (i) that this Lease is unmodified andin full force and effect (or, if modified, specifying each such modification); (ii) the Commencement Dateand expiration of the Lease Term; (iii) the absence or status of any rights of Lessee to renew, extend, orotherwisealter the Lease Termor to lease additional space or alter the definitionofthe Premises; (iv)thedate to which rent and any other charges are paid in advance, if any; (v) that there are not, to Lessee'sknowledge, any uncuredDefaults on the part ofLessor, or stating the nature ofany uncuredDefaults; (vi)thecurrentBaseRentamountandthe amountandformoftheSecurityDepositon depositwithLessor;

(vii) that Lessor has completed any promised improvementsto the Premises and paid any promisedimprovement allowance (or detailing any work to be performed or allowance to be paid); and (viii) anyother information requested, including but not limited to, any requested information regarding HazardousMaterials.Any such Estoppel Certificate may be relied upon by Lessor, and also by any actual orprospectivebuyerorlenderofthePropertyandany otherthirdpartydesignatedbyLessor(the"Beneficiaries"). If Lessee fails to execute and deliver such Estoppel Certificate within such ten (10) dayperiod, then without waiver of Default or of any other right or remedy of Lessor, Lessor shall have theright to deliver to the Beneficiaries a completed Substitute Estoppel Certificate regarding this Leasecertifyingthe matterswhichLessee was requestedto certify in the Estoppel Certificate. A noticeenclosing a copy of the Substitute Estoppel Certificate shall be simultaneously sent to Lessee.Eachstatement in the Substitute Estoppel Certificate shall be deemed true, and shall be binding upon Lessee,unless Lessee provides, within five (5) days of the receipt of Lessor's notice, written notice addressed toLessor and the Beneficiaries disagreeing with such statement on specific grounds.   Lessee shall defendand indemnify Lessor regarding any claim that a statement in the Substitute Estoppel Certificate to whichLesseedidnotsodisagreeisinaccurate.

22. Notices

All communications andnotices requiredunder this Lease shall be in writing and shallbeaddressed to the respective address of the receiving party set forth in Paragraph 1 above.All notices toLessee shall be given by reputable overnight courier, U. S. mail (First Class, postage prepaid), or handdelivery, and shall be deemed received (i) if mailed, on the earlier of actual receipt or three (3) days aftersuchmailing,(ii)onebusinessdayfollowingdeliveryby Lessor tosuchanovernightcourier,or(iii)uponhand delivery.Any notice to Lessee may also be given by posting at the Premises and shall be effectiveupon such posting.Notices to Lessor shall be sent to Lessor by U. S. mail, postage prepaid, registered orcertified mail with return receipt requested to the address indicated in Paragraph 1 and shall be deemedreceived five (5) days after such mailing.At any time during the Lease Term, Lessor or Lessee mayspecify adifferentNoticeAddressbyprovidingwrittennotificationtotheother..

23. Holdover

If Lessee remains in possession of all or any part of the Premises with Lessor's prior writtenconsentafterthe expirationorterminationofthisLeaseorofLessee'srighttopossession,  suchpossession will constitute a month-to-month tenancy which may be terminated by either Lessor or Lesseeupon thirty (30) days written notice and will not constitute a renewal or extension of the Lease Term.IfLesseeremainsinpossessionaftersuchexpirationorterminationwithoutLessor'spriorwrittenpermission, such possessionwill constitute a tenancy-at-will terminable upon forty-eight (48) hours'notice by Lessor and will not constitute a month-to-month tenancy nor a renewal or extension  of theLease Term.In the event of a month-to-month tenancy or tenancy-at-will under this Paragraph, Lessee'sBase Rent will be two hundred percent (200%) of the Base Rent payable during the last month of theLease Term, any other sums due underthisLease willbe payable in the amountsandat the timesspecified in this Lease, and all options, rights of refusal, expansions and/or renewals shall be null andvoid.Any tenancy under this Paragraph will be subject to every other term, condition and covenantcontained in this Lease.Lessee agrees to defend, indemnify and hold Lessor harmless from any claim orcauseofactionarisingoutofrelatedtothefailureofLesseetosurrenderpossessionofthe Premisesto

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Lessor upon the expiration of this Lease or upon any such termination.Notwithstanding the foregoing,Lessee shall have the option to holdover for a period of up to three (3) months following the expiration ofthe lease term at 115% of the last rent due under the terms of the lease.   Lessee shall be required toprovideLessorone-hundredeighty(180)daysnoticepriortoleasetheleaseexpirationdate.

24. DefaultbyLessor;Limitationof Liability;RealEstateInvestmentTrust

24.01In the event Lessor fails to perform any obligation required to be performed under thisLease, Lessee will notify Lessor in writing of such failure.Lessor shall not be deemed in Lessor Defaulthereunder unless and until such notice is actually received by Lessor and Lessor fails within thirty (30)days of receipt of such notice to commence to make a good faith effort to cure the failure or thereafterceasestopursuesuchcuretocompletion.

24.02The obligations of Lessor under this Lease shall be binding only on the undersignedLessor and not upon any of its subsidiaries or affiliatesnor upon any partners, investors,trustees,directors, officers, employees, agents, shareholders, advisors or managers of Lessor in their individualcapacities.With respect to any obligations of Lessor to Lessee under this Lease and with respect to anyliabilitiesarisingat the Property,Lessee's sole and exclusiveremedyshallbe a claimagainsttheundersignedLessor.

24.03In consideration of the benefits accruing hereunder, Lessee on behalf of itself and all ofits Transferees covenants and agrees that, in the event of any actual or alleged  Lessor Default of thisLease or inthe event of any other claimor cause of actionby Lessee, Lessee'srecourse againstLessor forany monetary damages (over and above damages actually paid by available insurance, if any) will belimited to Lessor's interest in the amount of equity Lessor would have in the Property if the Property wereencumbered by debt in an amount equal to fifty percent (50%) of the value of the Property; calculations ofequity shall be made as of the initial date Lessee notifies Lessor of the actual or alleged Default or otherclaim the Property.Any judgment against Lessor shall be satisfied only out of an offset against Rents andout of the Property; no other assets of Lessor shall be subject to levy, execution or other enforcementprocedure for the satisfaction of any judgment by Lessee against Lessor.Any claims by Lessee againstLessor will be limited  to actual damages only and will not, under any circumstances, include lost profitsorconsequentialdamages.

24.04If Lessor is a real estate investment trust, and if Lessor in good faith determines that itsstatus as a real estate investment trust under the applicable provisions of the Internal Revenue Code of1986, as heretofore or hereafter amended, will be jeopardized because of any provision of this Lease,Lessor may require reasonable amendments to this Lease and Lessee shall not unreasonably withhold ordelay its consent thereto, provided that such modifications do not in any way, (i) increase the obligationsof  Lessee under this Lease or (ii) adversely affect any rights or benefits  to Lessee under this Lease.Lessor shall pay all reasonable costs incurred by Lessee, including without limitation, legal fees incurredforreviewinganysuchproposedmodifications.

24.05Lessee represents that, to its knowledge, no person or entity who is a significant indirectowner of Lessor, owns actually or constructively a 10% or more interest in Lessee.Lessee will promptlynotify Lessor if it learns that any such ownership interest exists. Significant owners of Lessor at this timeincludePublicStorage,Inc.andNewYorkCommonRetirementFund.

24.06Lessor and any successor Lessor have the right to sell the Property or any portion of it, orto assign its interest in this Lease, at any time and fromtime to time.Uponthe sale or any otherconveyance by Lessor of the Property, or a portion thereof which includes the Premises, Lessor will bereleased from all obligations and liability under this Lease arising out of any iict, event, occurrence oromissionoccurringorexistingafter thedateof suchconveyance.

25. Subordination

Without the necessity of any additional document being executed by Lessee for the purposes ofeffecting a subordination, and at the election of  Lessor or any mortgagee or any ground lessor withrespect to the land of which the Premises are a part, this Lease will be subject and subordinate at all timesto: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting theProperty, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executedin any amount for which the Property, ground leases or underlying leases, or Lessor's interest or estate inany of said items is specifiedassecurity.   Lessor or anymortgagee or groundlessor willhave the right, atits election, to subordinate or cause to be subordinated any ground lessee or underlying leases or any suchliens to this Lease.  If Lessor's interest in the Premises is acquired by any ground lessor or mortgagee, orin the event any proceedingsare brought for the foreclosure of, or in the event of exercise of. power ofsale under, any mortgage or deed of trust made by Lessor covering the Premises, or in the event aconveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any subordinationandupontherequestofsuchsuccessorininteresttoLessor,attorntoandbecometheLesseeofthe

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successor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease,provided Lessee's interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder.Lessee acknowledges that althoughthis Paragraph is self-executing, Lessee covenants and agrees toexecute anddeliver, upondemandby Lessor and in the formrequestedby Lessor, or any othermortgageeor ground lessor, any additional documents evidencing the priority or subordination of this Lease withrespect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust,provided Lessee's interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder.Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of adeed of trust or mortgage, or deed in lieu thereof, or the termination of an underlying ground lease ormaster lease (a "Foreclosing Party"), even if such Foreclosing Party elects to have Lessee attom to theForeclosingParty under this Lease, shall not be (i) liable for any act or omission  of any prior lessor orwith respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenseswhich Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month'srent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by anyamendment or modification to this Lease not consented to in writing by the holder of the mortgage, deedof trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any obligation or liabilityaccruing under this Lease after the Foreclosing Party assigns its interest under this Lease to a third party.Any such Foreclosing Party is expressly made a third  party beneficiary of the foregoing provisions, andall other provisions of this Lease which are for the benefit of a Foreclosing Party, which rights shallsurviveaforeclosure ofthedeedoftrustor mortgage.

26. ForceMajeure

Lessor will not be deemed in Lessor Default or have liability to Lessee, nor will Lessee have anyright to terminate this Lease or abate rent or assert a claim of partial or constructive eviction, because ofLessor's failure to perform any of its obligations under this Lease if the failure is due in part or in full toreasons beyond Lessor's reasonable control.If this Lease specifies a time period for performance of anobligationbyLessor,thattimeperiodwillbe extendedbytheperiodofanydelayin  Lessor'sperformancecausedbysucheventsasdescribedherein.

27. MiscellaneousProvisions

27.01Whenever the context of this Lease requires, the word "person" shall include any entity,and the singular shall include the plural and the plural shall include the singular. If more than one personor entity is Lessee, the obligations of each such person or entity under this Lease will be joint and several.Without diminishing the provisions of Paragraph 17, the terms, conditions and provisions of this Leasewillapplytoandbindthe heirs,successors,executors,administratorsandassignsofLessorandLessee.

27.02The captions and headings of this Lease are used for the purpose of convenience only andshall not be construed to interpret, limit or extend the meaning of any part of this Lease.This Leasecontains all of the agreements and conditions made between Lessor and Lessee and may not be modifiedin any manner other than by a written agreement signed by both Lessor and Lessee.Any statements,promises, agreements, warranties or representations, whether oral or written, not expressly containedherein will in no way bind Lessor and Lessee expressly waives all claims for damages by reason of anystatements, promises, agreements, warranties or representations, if any, not contained in this Lease.Noprovision of this Lease shall be deemed to have been waived by Lessor unless such waiver is in writingsigned by a regional vice president or higher of Lessor or of Lessor's management company, and nocustomor practice whichmay developbetweenthe parties duringthe Lease Termshallwaive or diminishthe Lessor's right to enforce strict performance by Lessee of any terms of the Lease.No waiver by Lessorof a Default by Lessee of any term, covenant or condition of this Lease will be deemed a waiver of anyother term, covenant or conditionof  this Lease, or of any subsequent Default by Lessee of the same orany other term, covenant or condition of this Lease.No delay or omission by Lessor to seek a remedy forany Lessee Default of this Lease shall be deemed a waiver by Lessor of its remedies or rights with respectto suchDefault.Additionally,regardlessofLessor'sknowledge of a Defaultat the time of suchacceptance, the acceptance of rent or any other payment by Lessor will not constitute a waiver by Lessorof any Default by Lessee. The duties and warranties of Lessor are limited to those expressly stated in thisLease and do not and shall not include any implied duties or implied warranties, now or in the future. Norepresentations or warranties have been made by Lessor other than those contained in this Lease.ThisLease is governed and construed in accordance with the laws of the state in which the Premises arelocated,andvenue ofanylegalactionwillbeinthecountywherethePremisesarelocated.

27.03 Timeisoftheessenceforthepe1formanceofeachterm,conditionandcovenantofthis

Lease.

27.04This Lease has been fully reviewed by both parties and shall not be strictly or adverselyconstrued against the drafter.If any provision contained herein is determined to be invalid, illegal orunenforceableinanyrespect,then(a)suchprovisionshallbeenforcedtothefullestextentallowed,and

(b) suchinvalidity, illegality,orunenforceabilitywillnotaffectany otherprovisionofthisLease.

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27.05Lessee hereby agrees not to disclose any tenns of this Lease without the prior writtenconsentofLessor.Lessee shallnotrecordthisLeaseoranyshortfonnmemorandumhereof.

27.06The rights and obligations of the parties under this Lease shall survive the expiration ofthis Leaseandtheterminationofthis Leaseand/orofLessee'srightofpossession.

27.07LessorandLesseeeachwarranttotheotherthatithasnotdealtwith anybrokeroragentin connection with this Lease, other than the person(s) listed in Paragraph I above.Lessor and Lesseeeachagreetoindemnifytheotheragainst • allcosts,expenses,legalfeesandotherliabilityforcommissions or other compensationclaimedby any other broker or agent by reason of the act oragreementoftheindemnifyingparty.

27.08Lessee shall not permit or allow any activity in the Premises which will have an adverseeffect on indoor air quality, including smoking and any remodeling activity or introduction of materialswhich would have such an effect.Lessor shall have the right, but not the obligation, to monitor indoor airquality within the Project.Lessee shall take such steps to protect and to improve indoor air quality asLessormayrequest fromtimetotime.

27.09Lessor has no duty to provide security for any portion of the Project.To the extentLessor elects to provide any security, Lessor is not warranting the effectiveness of any security personnel,services, procedures or equipment and Lessee shall not rely on any such personnel, services, proceduresor equipment. Lessor shall not be liable for failure of any such security personnel, services, procedures orequipmentto prevent or control, or to apprehendanyone suspectedof, personal injury or property damagein,onoraroundtheProject.

27.10The grant of any consent or approval required from Lessor under this Lease shall beproved only by proof of a written document signed and delivered by Lessor expressly setting forth suchconsent or approval.Unless otherwise specified herein, any such consent or approval may be withheld inLessor's sole discretion.Any consent may be issued subject to conditions determined by Lessor, in itssole discretion.Notwithstanding any other provision of this Lease, the sole and exclusive remedy ofLessee for any alleged or actual improper withholding, delaying or conditioning of any consent orapproval by Lessor shall be the right to specifically enforce any right of Lessee to require issuance of suchconsent or approval on conditions allowed by this Lease; in no event shall Lessee have the right toterminate this Lease, to collect monetary damages, or to pursue any other remedy for any actual or allegedimproper withholding, delaying or conditioning of any consent or approval, regardless of whether thisLeaserequiresthatsuchconsentorapprovalnotbeunreasonablywithheld,conditionedordelayed.

27.11Lessee agrees to abide by, keep and observe all Rules and Regulations set forth in Exhibit"D" and all additions and amendments to the same of which Lessor provides written notice to Lessee.Lessor will not be responsible to Lessee for any nonperformance by any other lessee, occupant or inviteeofthePropertyofanysaidRulesandRegulations.

27.12Lessee will not place any signage on or about the Property, or on any part thereof,withoutthe prior written consent ofLessorwhich Lessor may withholdor conditionin its sole discretion.All Lessee signage will comply with the tenns and conditions of this Lease, the sign criteria set forth inExhibit"C"andExhibit "D," orothercriteriawhichLessormayestablishfromtimetotime.

27.13Lessee will not vacate or abandonthe Premises, or permit the Premisesto remainunoccupied for any period longer than fifteen (15) consecutive days any time during the Lease Term.IfLessee abandons, vacates, or surrenders the Premises, or is dispossessed by process of law, or otherwise,any personal property belonging to Lessee left in or about the Premises will, a\ the option of Lessor, bedeemedabandonedandmaybedisposedofbyLessorattheexpenseandriskofLessee.

27.14In the event any party to thisLease initiates litigationto enforcethe terms ofthis Lease orto declare rights under this Lease, the prevailing party will be entitled to collect its reasonable attorneysfees shall include all attorneys fees incurred at and in preparation for discovery, arbitration, trial, appealand review, including deposition attorney's fees.This attorney's fee provision shall also apply to alllitigationandotherproceedingsin BankruptcyCourt.

27.15Submission of this document for examination and signature by Lessee is not an offer tolease and does not create a reservation or option to lease.This document will become effective andbindingonlyupon fullexecutionanddeliverybybothLesseeandLessor.

27.16 OPTIONTORENEWLEASE

ProvidedLessee is not in Default ofthe Lease at the time it exercisesthis option and has not beenin Default during any other period of the Lease Tenn that has not been cured, Lessee is hereby grantedoneoptiontorenewthisLeaseforanadditionalfive(5)yearsattheBaseRentratethenineffectfor

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comparable space inthe market at the effective date ofthe commencementof suchrenewal tenn, but notless than the last monthly rental amount payable by Lessee prior to commencement of such renewal term.Such leasing for the renewal tenn shall be, at the election of Lessor, on the same tenns and conditions asset forth in this Lease or on the tenns and conditions of the standard lease fonn then used by Lessor withrespect to the Project.The within option shall be exercised by Lessee, if at all, by written notice given nosooner than twelve (12) full calendar months and no later than eight (8) full calendar months prior to theexpiration of the Lease Tenn; Lessee shall include with such notice a complete set of current financialstatements ofLesseeandallguarantors.

In the event Lessor and Lessee are unable to agree as to the Base Rent rate applicable to suchrenewed tenn within thiny (30) days of Lessee's exercise of its option to renew, both parties agree tomediate their disagreement.If mediation does not resolve the disagreement in fair market value, Lesseeshall have the option to refer the matter to an MAI certified appraisal procedure to determine the BaseRent rate. Lessor and Lessee shall appoint an MAI certified appraiser, such appraiser shall determine thecurrent market rent (to be not less than the minimum rent set fonh above in this Section) and suchdeterminationshall be binding upon Lessor and Lessee.Lessor and Lessee shall each pay one-half of thefeesandcostsofsuchappraiser.

Upon detennination of the Base Rent rate, Lessor shall deliver to Lessee either an amendment tothis Lease renewing the Lease Tenn, or a new lease for the renewal tenn based upon the fonn of thestandard lease then used by Lessor with respect to the Project.Lessee shall execute and deliver thesubmitted document to Lessor within ten (10) days accompanied by payment of the amount of moneywhich, when added to any existing Security Deposit, shall increase the Security Deposit amount to a sumwhich bears the same relationship to the renewal Base Rent as the original Security Deposit bears to theBaseRentwith respecttotheinitialLeaseTenn.

Notwithstanding any provision hereof, during the thiny (30) day period allowed for the parties toagree upon the renewal Base Rent rate, Lessor shall have the right to rescind the exercise of the renewaloption by written notice in the event Lessor detennines, in its reasonable discretion, that the financialstatementsdeliveredbyLesseewiththerenewalnoticeare notsatisfactorytoLessor.

The rights of Lessee under this Paragraph are not assignable separately from this Lease.Suchrights of Lessee shall tenninate upon: (a) any assignment, sublease, or other Transfer, and/or (b) anymonetary default and/or (c) any tennination of this Lease or of Lessee's right of possession hereunder;provided, however, in the event Lessee shall have exercised this renewal option and Lessor subsequentlyterminates this Lease or Lessee's right ofpossession hereunder for Default, the damages to which Lessorshall beentitledshallincludedamageswithrespecttotherenewalterm.

27.17 MediationFirst

Any disputes under the Lease, after first attempting to be resolved through mediation, includingwith respect to the detennination of Additional Rent and/or Fair Market Rent, shall be resolved bybinding arbitrationunder the rules ofthe Arbitration Service ofPenland, or such other procedures as shallbe mutually agreed upon between Lessor and Lessee, as set for the in the lease.Pending the finaldetennination of any dispute, Lessee shall pay the last Base Rent amount due under the Initial Term andmakeupanyshortfallimmediatelyafterfinaldetenninationofFairMarketRent.

27.18 ThefollowingExhibitsareattachedtothisLeaseandbythisreferencemadeapan

hereof:"A-1", "A-2",uA-3","A-4","B",°C",and"D".

17

 

INWITNESSWHEREOF,LessorandLesseehaveexecutedthisLeaseasofthe  LeaseExecutionDate.

THISLEASE,WHETHERORNOTEXECUTEDBYLESSEE,ISSUBJECTTOACCEPTANCE BY LESSOR, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ONTHIS LEASE OF ITS SENIOR VICE PRESIDENT, VICE PRESIDENT, REGIONAL MANAGER ORDIRECTOROFLEASING.

LESSOR:LESSEE:

PSBusinessParks,L.P.

ACaliforniaLimitedPartnershipByPSBusinessParks,Inc.

ItsGeera!Partner

Digimarc CorporationADelawareCorporati

By:President&COO

Date:

S:;._-...,;l""--''f,_-

o.,_,t"'

_Date:

M-,-'-,q-."'""d,

t.z_.._,_2.dd_i.,,_

LeaseExecutionDate

LessorFed.ID#:95-4609260

18

 

PREMISES"A-1"FIRSTFLOOR

19

 

PREMISES"A-1"SECONDFLOOR

20

 

BUILDING"A-2"

CreeksideCorporatePark

SWNimbusAvenueandHallBoulevard,Beaverton, Oregon

.Owner

.  PS.'BllllnalParks

l5455NWGreenbrierParkway,Suite245,Beaverton,Oregon97006

Phone:!!03.629.9400Fax:503.629.4821

www.creeksldecorporatepark.com

21

 

PROJECT"A-3"

CreeksideCorporatePark

SWNimbusAvenueand HallBoulevard,Beaverton,Oregon

!f2li\ <lJT) 05L

'8305

O

:"\\juC}

88

Jj:J

Restaurant

-88500Hotel

D,\u-),5"'

8505i;J"":Jc:::>

08705Ji(

"°'

(/"-/')l

TannisCourtlli['"',I70

Volleyball Courtz

-?-,f>-

,.-r

5

4llfl))oe

92051I

93t05

--------------•  --•-•--••   -•••••----•••-

Owner

,PS•JlallneuParka

_.154115NWGrembrterParkway,Sulle245,Beaverton, Oregon97006

Phom:!503.629.9'00•Pax:_!503.629.4821'

www.aeebldecorporat,opark.com

22

 

PROPERTY"A-4"

CreeksideCorporatePark

SWNimbusAvenueandHallBoulevard,Beaverton, Oregon

(JL

,!Glli')\!:dT'riJlll!£5

J'C:>,

83051!/11ci

rrm

Ndlj.,-Restaurant

8505llill'i\..c::>)a

Cl

08705]J(lUtn

85

-i,1:..\\lw;.wr

TennisCourt111ITrrh zj 8770

\h>HoybaHCourt

1

-?-,§•)!!,.{

0

,.-r

4,tI,I)1l)(;i•'"'

93t05

---------•••••••-•--•-••-•-••-••-••--••--••-••----------•-------•

Owner

PSBulnNoParb

1M55NWGreenbrierParkway,Suite245,Beaverton,Oregon97006

Phone:503.629.MOOFax:503.629.482l

www.cneksidecorpon,tepark.com

23

 

EXHIBITB

WORKLE'ITER

1. Lessor'sWork.

I. I.Plans andCosts.

IfLessorhasagreedto alteror improvethe Premisespriorto deliveryofpossession to Lessee, then this box is checked: 621.All such alterations and improvements shall bedescribedonplansandspecificationstobeapprovedby thepartiesasdescribedbelow(the"Plans").

(a)Approval of Plans.  Lessor shall have Plans prepared and shall submitthe same to Lessee for review, comment, and approval. The parties shall agree upon the final Plans and arelated estimate of the "Costs of Lessor's Work" by May  1₁ 2004 (the "Plan Approval Date). If Lesseedoes not approve plans by the plan Approval Date, the number of days of delay in such approval beyondthe PlanApprovalDateshallbedeemeddaysofdelayattributabletoandcausedbyLessee.

(b)Lessor's Work Defined.  The work to be performed by Lessor as shownon the Plans, as the same may be modified by change order as discussed below, is referred to as "Lessor'sWork."

(c),     Costs.The "Costs of Lessor's Work" shall include all costs incurred byLessorinconnectionwithLessor'sWorkincludingbutnotlimitedto alldesigncosts(architectural,engineering,mechanicalandotherdesigncosts), allhardandsoft constructioncosts, and all costs ofmaterials,general conditions,permits andinspection fees.In addition,Lesseemayuse a portionoftheWorkAllowance formoving costs, cabling, furniture, fixturesandequipment.Lesseeunderstandsandagreesthat(i) theactualCostsofLessor'sWork canonlybedeterminedafterallLessor'sWorkiscompleted,(ii) the actual Costs ofLessor'sWorkmay exceedthe estimate and also any other estimatecommunicatedto Lessee priorto or duringthe course of completingLessor'sWork, and(iii) the actualCosts ofLessor'sWorkmay increase for reasons, including butnot limitedto, Change Orders, increasedcosts resulting from any act or omission of Lessee, unforeseen or hidden conditions discovered during thecourseofconstruction,or additionalcostsor delays causedby anygovernmentalauthorityor agencyrequirement.TheCosts of Lessor's Work shall include a reasonable fee as compensationto Lessor forcoordinationand supervisionofLessor'sWorkandanyLesseeImprovements.

(d)Payment.Lessor shall pay the Costs of Lessor's Work up to $1,555,301($33,75 per square foot) (the "Lessor's Work  Allowance").   In the event the initial estimate of the Costsof Lessor's Work approvedpursuant to the above provisions exceeds the Lessor's Work Allowance,Lessee shall pay the excess to Lessor upon approval of the Plans and such initial estimate. Seventy-five(75%) percent shall be due prior to commencementof construction  and twenty-five (25%) percent shallbedueatSubstantialCompletion.

(e)Payment Delays.   If Lessee fails to pay to  Lessor any amount requiredby this Work Letter, as and when due, then, without waiver of default or of other rights and remedies,Lessor shall have the right to suspend Lessor's Work until payment is received; the number of days bywhich any such suspension delays substantial completion  shall be deemed days of delay attributable toandcausedbyLessee.

(f)Architects/Space Planning.Lessorhas engagedLRSArchitectstocomplete space plan and design development drawings. If Lessee is dissatisfiedwith the space plan,Lessee shall have the option  at their cost to select their own architect, subject to the reasonable approvalofLessor.SuchcostscanbeincludedinthecostofLessor'sWork.

1.2.Construction.The construction obligation of Lessor is to substantially completeLessor'sWorksubstantiallyinaccordancewiththe Plans.Lessorshallusereasonableeffortstosubstantially complete Lessor'sWork three weeks  prior to the scheduled Commencement  Date set forthin Section1 ofthe Lease; providedthe consequences of delay in substantialcompletion ofLessor's Workare those set forth in the Lease. Both the initial Tenant improvement work, as well as any subsequentmajor work in the premises shall be performed by Lessor.Lessee shall have the benefit of competitivebidding for work to be performed  by Lessor's contractor. Any fees for overhead or supervision ofLessor's work in the premises shall be consistent with  reasonable  industry standards and all costs forwork tobeperformedin thepremises shallbesubjecttoLessorandLesseepriorapprovals.

24

 

Plans.

1.3. ChangesinthePlans.

(a) A"ChangeOrder"isaLessorrequiredorLesseerequestedchangetothe

(b) LessorshallhavetherighttorequireaChangeOrderbasedonapplicable

codes,actualsiteconditions,and/orambiguitiesorinconsistenciesinthe Plans.

(c)Lessee may request from time to time a Change Order. If Lessee wishesto request a Change Order, Lessee will submit in writing to Lessor a detailed request of the change.Lessor is not obligatedto approve any Lessee requested change.IfLessor does approve the same, Lessorwill deliver to Lessee a written statement, hereinafter referred to as "Lessor's Change Order Statement",of the estimated costs and expenses of the change with a reasonable estimate, if applicable, of theadditionaltimerequiredforsubstantialcompletionofLessor'sWork.

(d)Within three (3) business days following receipt by Lessee of Lessor'sChange Order Statement,Lessee willprovide Lessor its writtenauthorizationto proceedwiththe change.If the change increases the Costs of Lessor's Work and the total Costs of Lessor's Work exceed theAllowance, Lessee shall pay the amount required at the time of providing authorization to proceed.IfLessee does not provide such written authorizationto Lessor's Change Order Statement accompaniedbypayment of such required amount within this time period, Lessee's request for a Change Order shall bedeemed cancelled.All delays attributable to Lessee requested changes, whether or not approved byLessor and whether or not cancelled by Lessee, shall be deemed delays caused by Lessee.Lessee shallpaytoLessoranycosts incurredbyLessorregardingaLesseerequestedchangethatis cancelled.

1.4.Completionand Delivery.Possession of the Premises shall be deliveredtoLessee when Lessor's Work is substantially completed in accordance with the Plans, as reasonablydeterminedbyLessororonsuchearlierdate,ifany,asisdetermined  pursuanttotheoperationofSection

2.03 of the Lease. Within three (3) days of written request by Lessor, Lessee shall execute and deliver toLessor a confirmation letter prepared by Lessor affirming substantial completion of Lessor's Work, thedateofLessor'sdeliveryofthe Premises,andsuchothermattersasLessormayreasonablyrequest.

1.5      Punch list Work.   Lessor's Work shall be deemed substantially completed evenif minor items of work which do not materially adversely affect Lessee's ability to conduct its businessremain to be completed or corrected (hereinafter referred to as "Punch list Items").Lessee shall notifyLessor of any Punch list Items by written notice given within ten (I 0) days following receipt of Lessor'swrittennotificationof substantialcompletionofLessor's Work.Lessee shall be deemedto haveapproved Lessor's Work if Lessee does not deliver such a list to Lessor within such time period and tohave approvedall of Lessor's Work except only properly and timely listed Punch list Items.Theobligation of Lessor regarding Punch list Items shall be to complete the same to industry standard.Lessorshallhave complete accessto the Premises for thepurpose ofperformingpunch list work.Any dispute asto Punch list Items shall be resolved by an architect or other qualified professional designated by Lessor,butsuchdisputeshallnotdelaythedateuponwhichLessor'sWorkis deemedsubstantiallycomplete.

2.Lessee Improvements.Any work of improvementLessee proposesto undertake whichis withinthe definitionof "Lessee Improvements" set forthin Section10.01 ofthe Lease shallbe subjectto the following provisions (and also subject to the provisions of Section 10 of the Lease).If no suchLessee Improvements are to be undertaken by Lessee, then the provisions of Paragraph 2 of this WorkLettershallbedisregarded.

2.1.Lessee Plans.Lessee must obtain the prior written approval of Lessor regardingcomplete plans and specifications for the Lessee Improvements.If such plans and specifications arealready approved, the approvedplans and specifications (or a list of the same) are attached as Schedule 2;otherwise,LesseeshallsubmitplansandspecificationsfortheapprovalofLessorpursuanttoParagraph10oftheLease.

2.2.Scheduling; Avoidance of Inconvenience.Following completion of Lessor'sWork. subject to a punch list, Lessor shall deliver a C.O. or temporary C.O. to Lessee and grant a periodof three (3) weeks prior occupancy to move-in to the Premises which will include installation of FF&E,telecommunications and computer cabling. In the event Lessor separately gives written permission toLessee allowing any portion of Lessee Improvements to be installed or materials to be delivered prior tosubstantial completion of Lessor's Work, then (a) Lessee waives any claims for delays in its work andshall instruct its contractor to follow the directives and orders of Lessor's contractor, and (b) Lessee shallschedule its work such that union and non-unionworkers will not be working side by side at the Premises,and (c) any damage to Lessor's Work shall be deemedto have been caused by Lessee and its contractorunless conclusively proved otherwise by Lessee. Lessee shall have the right to retain its own specialtycontractorsto performany portion ofthe work necessary to construct and outfit the Premises (whichwillnotbepartofthegeneralcontractor'sscopeofworknorshallamark-upbeadded).TheLessee's

25

 

contractors'work shall include, but not be limitedto, data cabling, telephone and data equipment,security, audio/visual equipment, and furniture systems. Lessee's contractor(s) and Lessor's ccintractor(s)shall work in harmony during the period of Lessee fit-up. Lessee and Lessee's contractors shall havereasonable accessto the Premises duringthe construction(to be coordinatedwiththe GeneralContractortoinstallcablingand forthepurposeof inspectingtheworkin progress.

2.3.Inspection.LessorandLessor'sagentsshallhavetheright,butnottheobligation, to inspect the construction of Lessee Improvements from time to time.If Lessor shall giveLessee written notice of faulty constructionor any other deviation from the approved plans, Lessee shallpromptly make the necessary corrections to Lessor's reasonable satisfaction.However, neither the rightherein granted to Lessor to make such inspections, nor the making of such inspections by Lessor, shalloperate as a waiver of any rights of Lessor to require good and workmanlike performance of all LesseeImprovements in strict accordance with plans approved by Lessor.Notwithstanding any inspection byLessor, Lessee acknowledges that Lessor's sole interest in doing so is to protect the Building and Lessor'sinterests.Accordingly, Lessee shall not rely upon Lessor's inspections or approvals, and agrees thatLessor shall not be the guarantor of, nor responsible for, the quality of any of Lessee Improvements or theconformity of any Lessee Improvements with approved plans or with any applicable legal requirements.Lessee shall be solely responsible for, and shall remedy, at Lessee's sole expense, any and all defects andnonconformitiesinLesseeImprovementsthatmayappearduringorafterthecompletionthereof.

2.4.Ownership of Lessee Improvements.Unless otherwise specifiedby Lessor,ownership of and responsibility for all Lessee Improvements shall be governed by the provisions of theLease.

2.5.Delays.The parties expressly acknowledge and agree that none of Lessee'sobligations under the Lease (including Lessee's obligation to pay rent) shall be delayed, terminated orotherwise affected on account of any delay in completion of the Lessee Improvements from any cause.otherthanthefaultofLessor.

2.6.Compliance.Access to the Premises for Lessee to install Lessee Improvementsis granted, when authorized under Section 2.2 above, subject to all provisions of the Lease and this WorkLetterandLesseeshallbe boundbyandcomplywith allsuchprovisions.

2.7.Costs.Lessee shall pay all costs and expenses related to Lessee ImprovementsasandwhendueincompliancewithParagraph10oftheLessee.

2.8.Lessee Allowance.Lessor agrees to reimburse Lessee for the costs of Lessee'sWork paid by Lessee from the Lessor's Work Allowance.The Lessor's Work Allowance can only beused to reimburse hard and soft costs of improvements to the Premises including design costs or thepurchase of furniture or equipment.Lessor shall pay to Lessee within forty-five (45) days after the datethat Lessee requests the same; any such request shall be made only after (a) Lessee submits to Lessorsatisfactory evidence of qualified expenditures, final completionof and full payment for all LesseeImprovements and expenses, and compliance with all requirements of the Lease and this Work Letterregarding the Lessee Improvements, (b) Lessee accepts the Premises and Lessor's Work and takes fulloccupancy of the Premises, and (c) General Contractor and all other service providers are paid in full.Lessor shall have no obligation to pay the TI Allowance at any time that a Lessee Default occurs and isoutstanding, at any time following termination of the Lease or of Lessee's right of possession, or if properrequestforthesameisnotmadeonorbeforeninety(90)days followingtheCommencementDate.

3.Default.Any failure by Lessee under the terms of this Work Letter shall constitute aDefault under the Lease in accordance with the provisions of the Lease, and shall entitle Lessor toexerciseallremediessetforthintheLease.

26

 

EXHIBIT"C"

SIGNCRITERIA

ConformitybyLesseetothefollowingSignCriteriarequirementsshallbestrictlyenfo1t:edandaretermsandconditionsoftheLease.

1. GENERALREQUIREMENTS

IA.   The term "Signage" as used herein and elsewhere within the Lease shall include, but notbe limited to, any signs, placards, banners, pennants, lettering, insignias,trademarks,marquees, art work,andanyandallotherdisplay andadvertisingmaterials.

IB.Lessee shall not install or display any Signage anywhere on the Premises, Project orProperty without Lessor's prior written consent, such consent not to be unreasonably withheld, delayed orconditioned.Such Signage approval by Lessor, shall include, but not be limited to, Lessee Signageinstalled or displayed on or attached to any glass areas, doors, roofs, walls, landscaped areas, walkways,vehicles, machinery or other apparatus, whether permanently affixed to or from time to time on or aboutthe Property.Lessor hereby consents to Lessee's installation of signage on the Building's roof, eyebrowandatProject monuments.

1C.Lessorreservestherighttodesignatethe locationandquantityofallLesseeSignage.

ID.   The size, design, content, color and other physical aspects of Lessee Signage, as well asthe materials, fabrication and installation methods to be employed, must be approved by Lessor, inwriting,prior to commencementofany Signage fabricationor installation.No exposed conduit, tubing,"J" box or raceway is permitted on any Lessee Signage.Aashing, moving or audible Lessee Signage isprohibited.Thecomposition,size,style,height, color,etc.ofLessorapprovedsignageisattachedhereto.

IE.All Lessee Signage must comply with any and all governing Jaws, codes, regulations,covenants and restrictions.No labels will be permitted on the exposed surface of any Lessee Signage,exceptthoselabelsrequiredbyanygoverningauthority.

1F.  The Lease Section 27.12 shall control with respect to the allocationof the cost andexpenserelatedtosignage.

10.Should Lessee fail to maintain its Signage at a standard to be determined by Lessor in itsreasonable discretion, then Lessor may, without any recourse by Lessee or liability by Lessor to Lessee,remove or restore such sub-standard Signage.Any Lessee Signage removed or restored on behalf ofLessee by Lessor, shall be at Lessee's sole cost and expense, payable immediately upon demand byLessor.

1H.Lessor reserves the right to require Lessee to have Signage and, if so required, LesseeSignage must be completed and installed within 60 days after Lessee's Lease Tenn commences. Lessorreservestheright torequireLesseetoutilizevendorspreapprovedordesignatedbyLessor forallLesseeSignage and Signage related matters.In the event Lessor designates, refers or approves a specific signvendor, Lessor shall not be responsible or liable in any way for any disputes between such vendor andLessee.

11.All Lessee Signage shall only contain Lessee's choice of either its legal name or its TradeName as it appears in the Lease.No Lessee Signage or Lessee Signage content shall create any claim,expressedorimplied,ofaTransferasdefinedintheLease.

IJ.    Upon expiration or earlier termination of the Lease, or if Lessee installs or displaysSignage which does not comply with the terms and conditions of this Sign Criteria, Lessor, in addition toany other remedy, reserves the right to require Lessee to remove its Signage, or any part thereof, and torequire Lessee to repair and restore all areas and surfaces of the Property affected by such removal.Suchrestoration and repair work shall include, but not be limited to, removal of any associated electricalwiring, patching of damaged areas and painting to match surrounding surfaces.Should Lessee, afterdemand by Lessor, fail to remove any Signage designated for removal by Lessor or fail to repair andrestoreanyaffectedareas,LessorshallhavetherighttodosoatLessee'ssolecostandexpense.

1K.    Subject to the other terms hereof, Lessee will have the right to display Lessee;s signageon the sign monument to be located outside the Building, as well as on the walls of elevator lobbies of thefloors of the Premises adjacent to entry doors and on the lobby directory for the Premises.All interiorsignsshallbeprovidedatthesolecostofLessor,withanyandallcostsandexpensesincurredin

27

 

connectionwith the monument sign for Lessee to be included as part of the Costs of Lessor's Work anddeducted from the Lessor's TotalWorkAllowance.Section27.12 of the Lease shall governwithrespecttotherequirementofLessor'sapprovalforLessee'ssignage.

28

 

EXHIBIT"D"

RULESANDREGULATIONS

1.0I   The following Rules and Regulations now in effect govern Lessee's use of the Premises and any part ofthe Project or Propertyused in commonby Lessee.Lessee will be boundby suchRules and Regulations and agrees to useits reasonable efforts to cause Lessee's employees, agents, contractors, suppliers, invitees and licensees to observe thesame.

1.02Wherever Lessor provides standard window coverings, such coverings shall not be altered, removed orreplaced by Lessee. Wherever Lessor does not provide standard window coverings, selection and installation of windowcoverings by Lessee shall be subject to Lessor's prior written approval, such approval not to be unreasonably withheld,delayed or conditioned.If Lessor objects to any item attached to, or used in connection with or on any window, otherglass area, or interior or exterior wall, Lessee will immediately upon notification remove such objectionable item ordiscontinue such use. Further, Lessee agrees not to place anything in close proximity to any window or glass area of thePremisesthat mayappearfromtheoutsideofthePremises.

1.03Lessee will not use any sidewalks, hallways, entrances, elevators, stairways, exits, lobbies or any otherareas used in common by lessees of the Property other than for normal ingress or egress; Lessee shall not obstruct use ofany such area.Lessor will in all cases retain the right to control and prevent access to such areas by all persons whosepresence in the reasonablejudgmentofLessorwouldbe prejudicialto the safety, character,reputationand/or interest ofthe Propertyand/or its lessees. NeitherLesseenor its employees,agents, contractors,suppliers, invitees or licensees shallgo on any roof or ladder, in any mechanical rooms, or climb on any exterior structures of any nature on the PropertywithoutLessor'spriorwrittenconsent,suchconsentnottobeunreasonablywithheld,delayedorconditioned.

1.04Lessor reservesthe right, exercisable withoutnotice and without liability to Lessee, to change the name,street and/or address of any part of the Property.Withthe exceptionofLessee'saddress, Lessee shall not use the name ofthe Property or any part thereofin connectionwithpromotingor advertisingLessee'sbusiness.Lessor will have the rightto prohibit publicity by Lessee, which in Lessor's reasonable opinion impairs the reputation or marketability of thePropertyoranypartthereof.

1.05Lessee shall not keep or allow to be used any foul or noxious gas or substance in or about the Premises.Nor shall Lessee occupy or use the Premises in any manner that is objectionable or offensive to other lessees or Lessor byreason of odor, noise, vibration or interference in any way.Any equipment or device of Lessee which causes noise orvibration that may be transmitted to any structural portion of the Property or to any part therein to such a degree as to beobjectionable to any lessee or Lessor must be approved in writing by Lessor prior to its installation and be placed andmaintained by Lessee, at Lessee's expense, on vibration eliminators or other devices sufficient to eliminate such noise orvibration.LesseeshallkeepthePremisesfreeofrodents,insectsand othervermin.

1.06Lessee will not use or keep in the Premises, or on or about the Property, any kerosene, gasoline orflammableor combustiblefluid or materialother thanthose limited quantitiesnecessary for the operationor maintenanceofgeneralofficeequipment.

1.07Lessor reserves the right to exclude or expel from the Property any person who, in Lessor's reasonablejudgment,is intoxicatedorunder the influence of liquor or drugs or who is inviolation of any ofthe rules andregulationsoftheProperty.

1.08Lessee shall not alter or re-key any lock or bolt or install any new or additional locks or bolts on anydoors of the Premises without prior written consent from Lessor, such consent not to be unreasonably withheld, delayed orconditioned.Upon the termination of its tenancy, Lessee will provide Lessor with all keys, whether furnished orotherwiseprocured,andshallberesponsiblefor thecostofreplacinganykeysthatarelot.

1.09The Premises will not be used for lodging or for any improper, immoral or objectionable purpose.Nocooking will be done or permitted on the Premises (except in the kitchen area) or elsewhere on the Property withoutLessor's consent, except that the preparation of coffee, tea, hot chocolate and similar beverages and employee use of amicrowave oven will be permitted, provided that such equipment and use is in accordance with all applicable federal,state, county and city laws, codes, ordinances and any manufacturer's guidelines and recommendations. Tenant will beallowedtobarbequeonadeckorontheparkingareabehindthePremises.

I.IOLessee will not solicit business from other lessees of the Property.Canvassing, soliciting, peddling anddistribution of handbills or any other written material is prohibited, and Lessee will cooperate with Lessor to prevent suchactivities.

I.I ILessee agrees to comply with and not to restrict or impair in any way, all safety, fire protection andevacuation procedures and regulations established by Lessor or any governmental agency. Lessee shall not do or permitany act or bring anything onthe Propertyor any part thereofwhich shall obstruct or unreasonably interferewiththe rightsof otherlessees.

1.12Except for the ordinary hanging of pictures andwall decorations, Lessee will not mark, drive nails, screw,cutor drillintothepartitions,woodwork,ceilingsorplaster,orinanywaydeface,mar,paintorpenetratethePremisesor

29

 

anypartoftheProperty,exceptinac.ance withtheLesseeAlterationprovisioJftheLease.Additionally,Lesseewillnotaffixany floorcoveringtothefloorofthePremisesinanymannerexceptasapprovedbyLessor.

1.13No electricalwiring, outlets or apparatus shall be installedor alteredby Lessee, except in accordance withthe Lessee Alteration provisions of the Lease.Lessor reserves the right to direct where and how telephone and othertelecommunication wires are to be introduced to the Premises.Lessee may not alter or overburden the designed capacityofanyexistingelectricaloutlets.

1.14Lessee shall not place or affix any radio or television antennas, satellite dishes, loudspeakers or othersimilar devices, awnings, outside furniture, etc. on the roof, exterior walls or outside of any building or on any other partof the Property without Lessor's prior written approval, such approval not to be unreasonablywithheld, delayed orconditioned. Additionally Lessee will not place any signs, advertising, billboards, lighting, or any other devices or meansof advertising or identification on property adjacent to the Property that in Lessor's opinion obstructs, impairs, restricts orin any way, in Lessor's reasonable opinion, negatively affects the Property or would not be permitted by the terms of thisLeaseortheseRulesandRegulationsifsuchactionweretakenontheProperty.

1.15Lessor reserves the right to prescribe the weight, size and position of all equipment, materials, furniture orother property brought on to the Property. Such Lessor approved items shall be moved in or about the Property under thedirection of Lessor and in a manner and at such times that will not inconvenience any lessee.Lessor reserves the right toprohibitorimposeconditionsupontheinstallationof objectswhichmayoverloadanyfloor.

1.16Subject to the terms of Paragraph 8 of this Lease, all parking facilities of the Property shall be regulatedby Lessor and may be modified or amended as Lessor deems necessary. Lessee shall not permit or allow any vehicles thatbelong to or that are controlled  by Lessee or Lessee's employees, customers or invitees to be loaded, unloaded or parkedin areas other than those designated by Lessor for such activities. Users of the parking areas will obey all posted signs andnot impede the flow oftraffic.   For sale signs forvehiclesmustbe onthe vehicle.   Washing, waxing, cleaning or servicingof any vehicle is prohibited.No campers, recreational vehicles or trailers are permitted and all disabled vehicles must beremoved within 24 hours.No vehicles shall be brought into or kept in the Premises.Lessor reserves the right to tow,without cost or liability to Lessor, any vehicle: l)  parked in an unauthorized or illegal parking area or; 2) whose audiotheft alarm system remains engaged for an unreasonable period; and 3) belonging to any violator of any of Lessor'sparking rules and regulations.   Further, in addition to all of its other rights and remedies. Lessor reserves the right torefuse to permit any person to park within the Property who violates any of these or any other rules or regulations whichLessormayestablish.

1.17Lessee shall not do any act that will create any additional costs to maintain the appearance or cleanlinessof any part of the Property.No dirt or other substances shall be disposed of anywhere on the Property, including but notlimited to in any hallways, stairways, elevators or lobbies or on any parking areas, landscaping, walkways or in any otherareasusedincommonwithotherlessees.

l. 18       Lessee assumes any and all responsibility for protecting its Premises fromtheft, robberyandpilferage,which includes keeping Premises doors locked and all doors into common areas such as doors into entrances, publiccorridors,lobbies,etc.,closed,exceptfornormalingressandegress.

1.19No signage, notices or advertisements may be placed by Lessee anywhere outside of its Premises and allsignage must comply with the Sign Criteria exhibit attached to and made a part of this Lease and any other terms andconditionsoftheseRulesandRegulationsandthe Lease.

1.20Lessee shall not use any method of heating or air conditioning other than as provided by Lessor withoutLessor'spriorwrittenconsent,suchconsentnottobeunreasonablywithheld, delayedorconditioned.

1.21Lessor may prohibit smoking within Lessee's Premises, the Project, or any part thereof, and may requireLessee and any of its agents, employees, suppliers, customers, guests and invitees who desire to smoke, to smoke withinspecifically designated smoking areas which Lessor may change from time to time.It will be Lessee's sole responsibilityto ascertain from Lessor the specific smoking program in effect at the Property at the time of its lease commencement.AnysmokingprogramimplementedbyLessorwillbestrictlyenforced.

1.22Rest room partitions, mirrors, wash basins and other plumbing fixtures shall not be used for any purposeother than that for which they were constructed and no sweepings, trash or other substances shall be disposed of therein.Any damage or injuries caused  by Lessee, its employees, agents, contractors, suppliers, invitees or licensees shall bebornedirectlybyLessee.

1.23No heavy items may be transported by elevator if such item or items exceed the load capacity of theelevator.Lessee's initial move in and subsequent deliveries of bulky items, such as furniture, equipment, supplies,merchandise, safes and similar items will be subject to reasonable scheduling and approval of persons moving such itemsby Lessor.Deliveriesduring normal office hours shallbe limitedto normal office supplies and other small items.Lesseeshall be responsible for protecting elevator interior and exterior finishes and flooring whenever items are transported inthemonLessee'sbehalf.•

1.24Lessee will not waste electricity, water or air conditioning and agrees to cooperate fully with Lessor inthisregardandtocomplywithanyLessororgovernmentalenergy-savingrules,lawsandregulations.

30

 

1.25Lessee understands t:air conditioning and heating systems su. y cool air and heat to large zonesregulated by zonal thennostats.Lesso1 shall detennine the locations of, make any modifications to, and have exclusivecontrol over all such thennostats, their settings, the zones and all parts of the system.Lessee agrees to cooperate withother parties within its zone(s) to maximize the comfort level of all parties and shall not touch, adjust, tamper with, orotherwise affect any thennostat or any part of the heating/cooling systems.Lessee will direct all problems related toheating/coolingsystems directlytoLessor.

1.26Subject to the tenns of Paragraph 9 of this Lease, Lessor shall be under no obligation to provide heating or airconditioning services to the building during off-hours (between 6:00 p.m. and 7:00 a.m., Monday through Friday and onnon-business days).  Lessee may request additional heating or air conditioning during off hours and, should Lessor agreeto supply such service, Lessee will reimburse Lessor for all costs and expenses incurred, as detennined by Lessor in itssolediscretion.

1.27Lessor and its agents reserve the right to exclude from the building any unknown person, or any personotherwise improperly identified.Lessor shall in no case be liable for any damages for any error with regard to theadmission to or exclusion from the building of any person.In the case of invasion, mob, riot, public excitement or anyother circumstance which Lessor, in its sole discretion, believes will place lessees and/or the Property in jeopardy, Lessorreserves the right to prevent access to the building during the continuance of same by such action as Lessor may deemappropriate.

1.28Lessee's designated representative shall notify Lessor promptly of any required maintenance items forwhich Lessor is responsible.   Employees of Lessor will not perfonn any work or do anything outside of their regulardutiesunlessunderspecialinstructionbyLessor.

1.29No Lessee shall employ any person or persons other than the janitor of Lessor for the purpose of cleaningits Premises unless otherwise agreed to by Lessor in writing.No Lessee shall cause any unnecessary labor by reason ofLessee's carelessness or indifference in the preservation of good order and cleanliness. Lessor shall not be responsible toany lessee for any loss of property on the Premises or on or about the Property, however occurring, or for any damagedonetoanyeffectsofanylessee bythejanitor oranyotheremployeeoranyotherperson.

1.30Neither Lessee nor any of its employees, agents, contractors, suppliers, invitees or licensees may use onany portion of the Premises, Project or Property any hand truck except those equipped with rubber tires and side guards orsuchothermaterial-handlingequipmentasLessormayapprove orrequire.

1.31These Rules and Regulations impose obligations upon Lessee which are in addition to the obligations ofLessee set forth in the Lease.Nothing in these Rules and Regulations will be construed in any way to diminish or towaive, in whole or in part, the tenns, covenants, agreements and conditions of the Lease.In the event that provisions ofboth these Rules and Regulations  and also of the Lease regulate the same subject matter, Lessee shall comply with allsuch provisions; if any such provisions are in direct conflict, the provisions of the Lease shall control.   Lessor shallenforce these Rules and Regulations in a nondiscriminatory manner as against all tenants of the Building and ProjectsubjecttoreasonablevariancesgrantedbyLessor.

1.32LessorreservestherighttoadoptsuchadditionalreasonableandnondiscriminatoryRulesandRegulations (whether similar or dissimilar to these Rules and Regulations), and/or such amendments to any Rule orRegulation, as, in its judgment, may from time to time be appropriate and Lessee agrees to abide by all such additionalRulesand Regulationsandamendmentswhichmaybeadopted.

1.33Notwithstanding anything to the contrary contained in the Lease, Lessee shall have the right, on a firstcome-firstserved,reservationbasisto usethecommonconferenceroomslocatedontheProperty.

1.34 LandlordagreestoallowTenanttoplaceabikerackoutsidethePremises.

31•

 

LANDLORDCONSENTTOASSIGNMENTANDASSUMPTIONOFLEASE

ThisLANDLORDCONSENTTOASSIGNMENTANDASSUMPTIONOFLEASE

(the "Agreement")is effectiveas of August1, 2008, by and among PS BUSINESS PARKS, L.P.,a California limited partnership ("Landlord"), L-1 SECURE CREDENTIALING, INC.(formerlyknownasDigimarcCorporation),aDelawarecorporation("Assignor"),andDIGIMARCCORPORATION(formerlyknownasDMRCCorporation),aDelawarecorporation("SurvivingParty").

RECITALS:

A. Landlord, as landlord, and Assignor, as tenant, are parties to that certain Full Service Leasedated March 22, 2004 (the "Lease").Pursuant to the Lease, Landlord has leased to Assignorspacecurrentlycontainingapproximately46,083rentablesquarefeet(the "Premises")locatedat9405SWGeminiDrive,Beaverton,Oregon97008(the"Building").

B. AssignordesiredtoassigntoDMRCLLC,aDelawarelimitedliabilitycompany("Merging Party"), and Merging Party desired to assume from Assignor, all of Assignor'sright,title andinterestin,toand undertheLease (the"Assignment").

C. AssignorandMergingPartyenteredintothatcertainBillofSale,AssignmentandAssumption Document ("Assignment Agreement") attached hereto as Exhibit AwherebyAssignor assigned all of its right, title and interest in and to the Lease to Merging Party.Following such Assignment, Merging Party entered into an Agreement and Plan of Mergerwith Surviving Party (the "Merger Agreement") whereby Merging Party and SurvivingParty merged (the "Merger"),and, as a consequenceof the Merger,all right, title andinterest of Assignor and Merging Party under the Lease was transferred to, and assumed bySurvivingParty (the "Transfer").As a result of this Merger, MergingParty no longerexists.

D. Assignor and Surviving Party have requested Landlord's consent to the Assignment, theMerger and the Transfer of Assignor's interest under the Lease (1) to Merging Partypursuant to the Assignment and the Assignment Agreement; and (2) then to Surviving PartypursuanttotheMerger, theTransfer andtheMerger Agreement.

E. Landlord has agreed to give such consent upon the terms and conditions contained in thisAgreement.

NOW THEREFORE, in consideration of the foregoing recitals, which by this referenceare incorporated herein, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Landlord, Assignor and Surviving Party agree and represent asfollows:

1. AssignmentAgreement;Assignmentand Assumption.Assignorand SurvivingParty(asthesuccessortoMergingParty)herebyrepresentandwarrantthat:(a)atrue,complete

{2095-0138/00078537;5}

and correctcopy of the AssignmentAgreementis attachedhereto as Exhibit A;(b) theAssignment Agreement fully assigns all of Assignor's right, title and interest in the Lease toMerging Party.Effective as of August1, 2008   (the "EffectiveDate"), Assignor assignedto Merging Party all of Assignor's rights, title and interest in, to and under the Lease,including, without limitation, all interest in the Security Deposit, if any, as described inParagraph 1.07oftheLease,previouslydeliveredbyAssignortoLandlord  (the"SecurityDeposit").AsoftheEffectiveDate,MergingParty,foritselfand  itssuccessors and assigns, assumed all of Assignor's right, title, and interest in, to and underthe Lease and agreed to pay, perform, observe and be bound by all of the covenants,agreements, provisions, conditions andobligationsofthetenantundertheLease,includingbutnotlimitedto,theobligation topayLandlordforallrent,adjustmentsofrentandotheradditionalchargespayablepursuanttothetermsoftheLease,whichshallaccrue fromandaftertheEffectiveDate.NothingcontainedintheAssignmentAgreementshallbedeemedto amend, modify or alter in any way the terms, covenants and conditions set forth in theLease.

2. Merger Agreement; Merger; Assignment and Assumption.Surviving Party herebyrepresentsand warrants that:(a) the MergerAgreement,the Mergerand/or the Transferfully assigned or otherwise transferred, by operation of law or otherwise, all of MergingParty's right, title and interest in, to and under the Lease (including, without limitation, allinterest in the Security Deposit) to Surviving Party; and (b) following the Merger andTransfer, Surviving Party has assumed and is bound by, whether by operation of law orotherwise, all of the covenants, agreements, provisions, conditions and obligations of thetenant under the Lease, including but not limited to, the obligation to pay Landlord for allrent, adjustments or rent and other additional charges payable pursuant to the terms of theLease.Nothing contained in the Merger Agreement shall be deemed to amend, modify oralterinanywaytheterms,covenantsand conditionssetforthinthe Lease.

3. Representations.

3.1 Assignor hereby represents and warrants that Assignor: (i) had full power andauthority to assign to Merging Party its entire right, title and interest in the Leaseand with respect to the entire Security Deposit, if any; (ii) had not previouslytransferredorconveyeditsinterestintheLeasetoanypersonorentity,collaterallyor otherwise;(iii) hadfullpowerand authorityto enterinto the AssignmentAgreement;and (iv)has fullpowerandauthoritytoenterintothisAgreement.

3.2 Surviving Party (as the successor to Merging Party) hereby represents and warrantsthat Merging Party: (i) had full power and authority to assume all of Assignor'sright, title and interest in, to and under the Lease, including the entire SecurityDeposit, if any; and (ii) had full power and authority to enter into the AssignmentAgreement.

3.3 Surviving Party (as the successor to Merging Party) hereby represents and warrantsthat MergingParty: (i) had full powerand authorityto assign or otherwisetransferitsentireright,titleandinterestintheLease(includingtheentireSecurityDeposit)

2

{2095-0138/00078537;5}

 

to Surviving Party; (ii) had not previously transferred or conveyed its interest in theLeaseto anyperson or entity,collaterallyor otherwise;(iii) had fullpowerandauthority to enter into the Merger Agreement, the Merger and the Transfer; (iv) inconnection with the Merger and the Transfer, assigned all of Merging Party's rights,title,interestandobligationsundertheLease,whetherbyoperationoflaworotherwise,to SurvivingParty;and(v) hadassignedor otherwisetransferred,byoperation of law or otherwise, the entire Security Deposit, if any, as described inParagraph 1.07 of the Lease, to SurvivingParty, and Merging Party had full powerandauthoritytodothesame.

3.4 Surviving Party hereby represents and warrants that Surviving Party: (i) had fullpower and authority to enter into the Merger Agreement,the Merger and theTransfer; (ii) has full power and authority to enter into this Agreement; (iii) inconnectionwiththeMergerandtheTransfer,assumedallofMergingParty'sright,title, interest and obligations under the Lease, whether by operation of law orotherwise; and (iv) assumed by operation of law or otherwise, the entire SecurityDeposit, if any, as described in Paragraph 1.07 of the Lease, and Surviving Partyhadfullpower andauthoritytodothesame.

3.5 Surviving Party further represents and warrants that, following the Merger and theTransfer: (i) Surviving Party has a stockholder equity that is at least equal to $40million as of the date of this Agreement; and (ii) the business in the Premises willcontinuetobeoperatedfortheuseandinthemannerprovidedintheLease.

4. Minimum Stockholder Equity. If the stockholder equity of Surviving Party is ever lessthan $15 million, Landlord has the right, upon thirty days notice to Surviving Party, toincreasethe amountof the SecurityDeposit toan amountequal to Landlord'sthenunamortizedcapitalinvestmentportionof Lessor'sWork Allowance(includinganyadditional sum(s) paid by Landlord in connection with the Cost of Lessor's Work, asdescribed in Paragraphl.l(d) of Exhibit B of the Work Letter attached to the Lease),provided that the maximum amount of the Security Deposit which may be demanded byLandlordshallbeequal tonomorethansixmonthsof rent.

5. Option to Renew.Irrespective of any Lease language to the contrary, the option torenew the Lease,as describedin Section27.16 of the Lease,is herebyassignedtoSurviving Party; provided that this option to renew shall be personal to Surviving Party andshall not be transferable or exercisable by or for the benefit of any assignee or subtenant otherthan SurvivingParty.

6. NoGreaterRights.Unlessotherwisestatedin thisAgreement,in noeventshalltheAssignmentAgreement,the MergerAgreementor the other provisionsof this Agreementbe construed as granting or conferring upon Surviving Party any greater rights than thosecontained in the Lease nor shall there be any diminution of the rights and privileges of theLandlordundertheLease,norshalltheLeasebedeemedmodifiedinanyrespect.

3

{2095-0138/00078537;5}

 

7. Deliveries.PriortoLandlord'sexecutionofthis Agreementandas a conditionprecedentto the effectiveness of this Agreement, Surviving Party shall: (a) deliver to Landlord a fullyexecuted copy of the Assignment Agreement; (b) deliver to Landlord written notice that theMergerand Transferhave been finalized, and to the extent feasible,afully executedcopyof theMergerAgreement;and(c) uponrequest of Landlord,its successorsor assigns,provide Landlord with such other informationregarding the Assignment, the AssignmentAgreement,theMerger,theTransferand/ortheSurvivingPartythatLandlordmayreasonablyrequire,whichadditionalinformationshallinclude,evidenceofthenamechangeofAssignorandofthegoodstandingofSurvivingParty.

8. Landlord'sReviewFeeandCosts.UponAssignor'sexecutionanddeliveryofthisAgreement, Surviving Party shall pay to Landlord: (a) the sum of $250; and (b) Landlord'sreasonableout-of-pocketcostswithinfive (5) businessdays of Landlord'srequest thereofallinconsiderationforLandlord'sreviewandpreparationofthisAgreement.

9. Landlord's Consent.In reliance upon the agreements and representations contained inthis Agreement, Landlord hereby consents to the Assignment, the Merger and the Transfer.This Agreement shall not constitute a waiver of the obligation of the tenant (or anysuccessorparty)undertheLeasetoobtainLandlord'sconsenttoanysubsequentassignment, sublease, merger or other transfer under the Lease, nor shall it constitute awaiverofanyexisting defaultsundertheLease.

10. NoticeAddress.AnynoticestoSurvivingPartyshallbeeffectivewhenservedtoSurviving Party at the Premises in accordancewith the terms of the Lease.   From and aftertheEffectiveDate,noticestoAssignorshallbeservedatthefollowingaddress:L-1Identity Solutions, Inc., 177 Broad Street, Stamford, CT 06901, Attn.: Mark Molina, Fax:203-504-1104.

11. No Modifications.None of the terms in this Agreement may be modified unless in writingand signed by all parties to this Agreement.Unless otherwise stated in this Agreement,nothing contained in this Agreementshall be deemed to amend, modify or alter in any waytheterms, covenantsandconditionssetforthintheLease.

12. Authority.Each signatory of this Agreement represents hereby that he or she has theauthority to execute and deliver the same on behalf of the party hereto for which suchsignatory is acting.Each signatory of this Agreement represents hereby that he or she hasthe authority to execute and deliver the same on behalf of the party hereto for which suchsignatory is acting.Surviving Party hereby represents and warrants that neither MergingParty or SurvivingParty, nor any persons or entities holding any legal or beneficialinterestwhatsoeverinMergingPartyorSurvivingParty,are(i)thetargetof  anysanctions program that is established by Executive Order of the President or published bythe Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC"); (ii)designatedbythePresidentorOFACpursuanttotheTradingwiththeEnemyAct,50

U.S.C. App.§ 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) oranyExecutiveOrderofthePresidentissuedpursuanttosuchstatutes;or(iii)namedon

4

{2095-0138/00078537;5}

 

the following list that is published by OFAC: "List of Specially Designated Nationals andBlocked Persons."If the foregoing representation is untrue at any time during the Term,an Eventof Defaultunderthe Leasewillbe deemedto have occurred,withoutthenecessityofnoticetoSurvivingParty.

13. Financial Statements and Credit Reports.Notwithstanding anything to the contrarycontainedin the Lease, and in additionto the terms and conditionsof the Lease, atLandlord'srequest, SurvivingParty shall deliverto Landlordcopies,certifiedby anofficer of Surviving Party as being a true and correct copy, of Surviving Party's mostrecent audited financial statement, or, if unaudited, certified by Surviving Party's chieffinancial officer as being true, complete and correct in all material respects.SurvivingParty hereby authorizes Landlord to obtain one or more credit reports on Merging PartyandSurvivingPartyatanytime,andshallexecutesuchfurtherauthorizationsasLandlordmayreasonablyrequire inordertoobtainacreditreport.

14. HazardousMaterials/FailuretoPerform.SurvivingPartyshallprotect,defend,indemnify and hold each and all of Landlord, Landlord's investment manager, and thetrustees,boardsofdirectors,officers,generalpartners,beneficiaries,stockholders,employeesand agents of each of themharmless from and againstany and all loss,claims, liability or costs (including court costs and attorney's fees) incurred by reason ofany actual or asserted failure of MergingParty and/or Surviving Party to fully complywith all applicable environmental laws, rules, statues, ordinances and/or codes, and/or thepresence, handling, use or disposition in or from the Premises of any hazardous materialsby Merging Party, Surviving Party and/or any of Merging Party's or Surviving Party'semployees, agents, invitees, or contractors (even though permissible under all applicableenvironmental laws, rules, statues, ordinances and/or codes and/or the provisions of theLease, as amended), or by reason of any actual or asserted failure of Surviving Party tokeep, observe,orperformanyprovisionofthe Lease,asamendedhereby.

15. Counterparts.This Agreement may be executed in counterparts and shall constitute anagreement binding on all parties notwithstanding that all parties are not signatories to theoriginal or the same counterpart provided that all parties are furnished a copy or copiesthereof reflectingthesignatureofallparties.

16. Brokers. Surviving Party and Assignor each hereby represent to Landlord that it has dealtwith no broker in connection with this Agreement.Surviving Party agrees to indemnify andholdLandlord,itsmembers,principals,beneficiaries,partners,officers,directors,employees, investors, managers, mortgagee(s) and agents, and the respective principals andmembers of any such agents harmless from all claims of any brokers claiming to haverepresentedMergingParty, SurvivingParty and/or Assignor, as the case may be, inconnectionwiththisAgreement.

IN WITNESS WHEREOF,Landlord,Assignorand SurvivingParty have executedthisAgreementeffectiveonthedayandyearfirstabovewritten.

5

{2095-0138/00078537;5}

 

LANDLORD:

PSBUSINESSPARKS,L.P.,

aCalifornialimitedpartnership

ASSIGNOR:

L-1SECURECREDENTIALING,INC.

(formerlyknowna DigimarcCorpoon),a

Delawareco,.-n•-

By:PSBusinessParks,Inc.,

a_,itsGeneralPartner

By:

Name:CobyA.HolleyTitle: Vice President

Title:

Dated: Septembe J,2008

Dated:September30,2008

SURVIVINGPARTY:

DIGIMARCCORPORATION(formerly

knownasDMRCCorporation),

aDelawn;orporation

By:  Name:{lµhe/-1Chc,fF'IIJ.ffj

Title:Ch/.cf/..e,J(J,/0/lfi<r:cJf(/('ta/

Dated:  SeptemberlJ,2008

[REMAINDEROFPAGEINTENTIONALLYLEFTBLANK]

6

{2095-0138/00078537;5}

 

EXHIBITA-COPY OFASSIGNMENTAGREEMENT

attached to and made a part of theAgreement effective August 1, 2008,betweenPSBUSINESSPARKS,L.P.,aDelawarecorporation,asLandlord,

DIGIMARCCORPORATION,a Delawarecorporation, as Assignor,DMRCLLC, aDelawarelimitedliabilitycompany,asMergingParty,andDMRCCORPORATION,aDelawarecorporation,asSurvivingParty.

[SEEATTACHED]

ExhibitA-1

{2095-0138/00078537;5}

 

BILLOFSALE,AS&GNMENTANDASSUMPTIONAGREEMENT

This BILL OFSALE, ASSIGNMENTANDASSUMPTIONAGREEMENT,dated

as of August l,2008 (this "Agreement"), is made by and betwe.cn DJGIMARCCORPORATION.a DelawareCOipOratiou("J)igimarc"), andDMRCLLC, a Delawarelimitedliability companyand a wholly ownedsubsidiaryof Digimarc ("llMRC"), pursuant tothe SeparationAgreement. dated as of AugustI,2008 (the "SeparationA,m:ement"), by andamong Digimare,DMRC,DMRCCorporation,a Delawareoorporationand a wholly-ownedsubsidiary ofDMRC ("DMRC Sub"), and, solely with respect to Section 3.02, Section4.09(b)(iii)andSection4.13thereof,L-1IdentitySolutions.Inc..aDelawarecorporation.

Capitalizedtermsusedhereinwithoutdefinitionshallhavetherespectivemeanmgsascribed

theretointheSeparationAgreement.

Seetien1.TrauferofDMRCAasets

Digimarc, for good and valuable consideration. the receipt and sufficiency of whichare hereby acknowledged.does hereby sell, assign. transfer. conveyand deliver toDMRC.free and clear of all Encumbrances,aU of Digi.marc's right, title and interest in and to,and allobligations, liabilities and duties ofDigimarc under or with respect to. the DMRC Assets,otherthananyDelayedTransferAssets.

Seetioal.AasamptiouofLiabiHtia

DMRC,forgoodandvaluableconsideration.thereceiptandsufficiencyofwhichareherebyacknowledged.herebyacceptssuchsale,assignment,transferandconveyanceoftheDMRCAssets andhereby assumes allDMRC Liabilities. other than any DelayedTransferLiabilities, and agrees to pay, perform and/or discharge all of such obligations, liabilities anddutiesas andwhen thesamebecomedue.

Section3.NOREPRESENTATIONSORWA.RRAN11ES.

EXCEPT AS SET FORTHIN THE SEPARATIONAGREEMENT, DIGlMARCMAKES NO REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED(JNCLUDINOTHOSE REFERRED TO 1N THE UNIFORM COMMERCIALCODE OR 1NANY STATUTE OR RULE OF LAW TIIAT CAN BE LIMITBD OR WAJVED ANDWOULDOTHERWISEBEAPPLICABLETOREALPROPERTY),ANDTHEDMRCASSETS SHALL BE DEEMED TO BE "AS IS, WHERE IS" ON THE DATE HEREOF,ANDIN 1llE.IR THENPRESENT CONDITION,AND DMRC SHAIL RELYUPON ITSOWN EXAMINATIONTHEREOF.IN ANY EVENT. DIGIMARC MAK.ES NOWARRANTYOFMERCHANTABILITY,SUITABILITY,FITNESSFORAPARTICULARPURPOSE,OR QUALITY,WITH RESPECT TO ANY OF THE DMRCASSETS, OR AS TO THE CONDIDON OR WORKMANSHlPTHEREOF OR THEABSENCEOFANYDEFECTSTHEREIN.WHETHERLATENTORPATENT.

ExhibitA-2

{2095-0138/00078537;5}

 

Anipwat;NoRipalaTldnlPartt.

This Ap,ementshall be binding upon and inure to the benefit of theparties bmeloand their n=speetive sugecssors and permittedassigns.Nothing expressed or implied herein isintended to confer upon any person or entity, other than DMRC and Digimarc and theirrespective successorsand permitteda.ips, myrights, remedies, obligations or liabilitiesunderorbyreasonoftbisAgreement.

Aaeadmat

This Agreement may notbe amendedor modifiedexcept by an imtrument in writingsipedbyDigimarcandDMR.C.

Ge'ffraill&Law

This Agreement shall be governed by, and construed inaccordance with, the laws ofthe State of Delaware applicable tocontracts executed and to be performedin the State ofDelaware.Theparties irrevocably consent to the exclusivejurisdictionand venue oftbe stateand federal courts 1oeated in the State of Delaware in conncdionwithany action relating tothisAp:iement.c.........._l'aewi-ileSipatua

This Agreement may be executed in one or m<ft counterparts, and by the differentparties berdo in sepnte counterparts, each of which when executed shall be deemed to bean oriaiml but all of which taken togethershall comtitute one and the same apem.eat.Theparties agreethat for purposes of this Agreementand the otba'ducu1ue11ts,agreements,andccrtifialtcsddnrdin OODDeetion with the tnmsacdons contmnplated mmbyt delivery viafacsimileofanexecutedsiplturepaptothisApeement.such document,agreementor

certificateshallbeaseffectiveasdeliveryofamania.Uysignedsia;naturepaptothis

Asuchdocument,apeemeatorcertificate.

[RemainderofPaaeIntentionallyLeftBlank]

ExhibitA-3

{2095-0138/00078537;5}

 

IN WlTNBSSWHBR.BOF',eada of theparties hereto has causedthis BlLL OF SALB,ASSIGNMENTANDASSUMPTJONAOREBMENTto beaec:uted byitldulyaalbmimloflicc:r..

DIGIMARC CORPORATION

By{&,

Name:

Title!

Na-e:

Title:

ExhibitA-4

{2095-0138/00078537;5}

 

FIRSTAMENDMENTAND

LESSORCONSENTTOASSIGNMENTANDASSUMPTION

THISFIRSTAMENDMENTandLESSORCONSENTTOASSIGNMENTANDASSUMPTION

(collectively, this "Agreement" and sometimes referred to herein as the "Amendment") is made and enteredinto as of the 13^th day of May, 2010, by and between PS BUSINESS PARKS, LP., a California limitedpartnership("Lessor'), DIGIMARC CORPORATION,a Delaware Corporation ("Lessee" or "Assignor'')andDIGIMARCCORPORATION,anOregoncorporation("SurvivingEntity").

RECITALS

A. Lessorand Lessee(formerly knownas DMRC Corporation,and as successorin interestto L-1Secure Credentialing, Inc., a Delaware corporation, formerlyknown as Digimarc Corporation)areparties to that certain lease dated March 22, 2004 (the "Lease").Pursuant to the Lease, Lessor hasleasedtoLesseespacecurrentlycontainingapproximately46,083rentablesquarefeet(the"Premises")located at 9405 SW Gemini Drive, Beaverton,Oregon 97008 (the "Building"),which isapartoftheproject commonlyreferredtoasCreeksideCorporatePark(the"Project").

B. Lessee and Surviving Entity have entered into an Agreement and Plan of Merger (the "MergerAgreement")wherebyLessee has been mergedwith and into SurvivingEntity with SurvivingEntityto remain as the surviving entity (the "Merger").As a consequence of the Merger, all right, title andinterest of Lessee under the Lease was transferred to, and assumed by, the Surviving Entity (the"Transfer').

C. Lessee and Surviving Entity have requested Lessor's consent to the Merger and Transfer.LessorhasagreedtogivesuchconsentuponthetermsandconditionscontainedinthisConsent.

D. The Lease by its terms shall expire on August 31, 2011 ("Prior Termination Date"), and the partiesdesiretoextendtheTermoftheLease,all onthefollowingtermsandconditions.

E. Lessor, Lessee and Surviving Entity mutually desire that the Lease be amended on and subject tothefollowingtermsandconditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein containedand other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,LessorandLesseeagreeasfollows:

A. Amendment.Lessor, Lessee and Surviving Entity agree that, effective as of the date hereof, theLeaseshallbeamendedinaccordancewiththefollowingtermsandconditions:

I. Extension.The Term of the Lease is hereby extended for a period of 60 months and shallexpire on August 31, 2016 ("Extended Termination Date"), unless sooner terminated in accordancewith the terms of the Lease.That portion of the Term commencing the day immediately following thePriorTerminationDate("ExtensionDate")andendingontheExtendedTerminationDateshallbereferredtohereinasthe"Extended Term".

II. BaseRent.TheBaseRent,AdditionalRentandallother charges undertheLeaseshallbepayable as provided therein with respect to the Premises through and including December 31, 2010,subject to the Cap (as defined in Section IV below) on Lessee's Proportionate Share of OperatingExpenses for calendar year 2010).Notwithstanding anything to the contrary contained in the Lease,effective as of January 1,2011, the schedule of Base Rent payable with respect to the PremisesforthebalanceoftheoriginalTermandtheExtendedTerm isthefollowing:

Period	AnnualRatePerSquareFoot	AnnualBaseRent	MonthlyBaseRent
1/1/11-12/31/11	$16.75	$771,890.25	$64,324.19
1/1/12-12/31/12	$17.34	$799,079.28	$66,589.94
1/1/13-12/31/13	$17.95	$827,189.88	$68,932.49
1/1/14-12/31/14	$18.58	$856,222.20	$71,351.85
1/1/15-12/31/15	$19.23	$886,176.12	$73,848.01
1/1/16-8/31/16 --- -	$19.90	$917,051.76*	$76,420.98

'TenantshallonlybeliablefortheMonthlyBaseRentdueforeachmonthwithintheperiodofJanuary1,2016-August31,2016andnottheentireAnnualBaseRent.

AllsuchBaseRentshallbepayablebyLesseeinaccordancewiththetermsoftheLease,asamendedhereby.

Ill.AdditionalSecurity Deposit.No additional security deposit shall be requiredin connectionwiththisAmendment.

{2095-0217/00122181;3}

 

IV. Operating Expenses.For the period commencing on January 1, 2011 and ending on theExtended Termination Date, Lessee shall pay for Lessee's Proportionate Share of the increase inOperating Expenses over the Base Year in accordance with the terms of the Lease, as amendedhereby, provided, however, during such period, the Base Year for the computation of Lessee'sProportionate Share of Operating Expenses is amended from 2005 to 2011.Notwithstanding theforegoing or anything to the contrary set forth in Article 4 of the Lease, effective January 1, 2011,electricity for the Premises and the Building (to the extent that the Premises constitutes 100% of theBuilding and except to the extent attributable to the common areas of the Project and/or Property)shall no longerbe a part of the definitionof Utility and Service Costs (as definedin Section 4.03B ofthe Lease) and shall no longer be included as a part of Operating Expenses.Instead, electricitycosts for the Premises and the Building (to the extent that the Premises constitutes 100% of theBuilding and except to the extent attributable to the common areas of the Project and/or Property)shall be treated as a separate and distinct category which shall no longer be subject to the BaseYear and instead shall be subject to a Premises Electricity Cost Expense Stop as more fullydescribed in Section V below.Lessor and Lessee acknowledge and agree that, pursuant to Section4.05B of the Lease, Lessee owes Lessor approximately $33,000.00 in connection with Lessee'sunderpayment of actual Operating Expenses for calendar year 2009 (the "2009 Operating ExpenseUnderpayment").Lessorhereby(i)waivesanyclaimtothe2009OperatingExpenseUnderpayment, (ii) agrees that the existence of the 2009 Operating Expense Underpayment is not,and was not, a Default, event of default, or other similar occurrence under the Lease, and (iii) agreesthat Tenant has fully paid all of its obligations on account of Operating Expenses attributable tocalendar year 2009.In addition, notwithstanding anything herein or in the Lease to the contrary,Lessee's Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed thesum of $54,420.00 (the "Cap"); provided, however, that the Cap set forth herein shall not bedeemed applicable to any additional  space added  to the Premises at any time or from  time totime, unless expressly so provided in any amendment to the Lease.In considerationof theforegoing,LesseeherebywaivesanyinterestinanyoverpaymentofactualOperatingExpensesfor calendar year 2010, which amounts, if any, shall be for the sole benefit of Lessor, it beingunderstoodthat Lessee shall not be entitled to any credit, abatement or other concession inconnection therewith.Lessor agrees to act in a commercially reasonable manner in incurringOperating  Expenses,  taking into consideration  the class and the quality of the Building  andProject and shall extrapolate Operating Expenses in accordance with the methodology used toextrapolate OperatingExpenses in comparable buildings owned by Lessor and its affiliates in thegeographicareainwhichthe BuildingandProjectislocated.Lesseeagreestoact inacommercially reasonable manner to control those items of Operating Expenses within Lessee'sreasonable control to avoid an unreasonable increase in Operating Expenses incurred during the2010and2011calendaryears.

V. PremisesElectricityCost!;.

A. PremisesElectricityCosts Stop.Effective January 1,2011, the PremisesElectricity Costs Stop for the balance of the current Term and the Extended Termshall be $115,207.50.Throughoutthe balanceof the current Termand theExtended Term, Lessee shall pay, as Additional Rent, Lessee's ProportionateShare of the total amount, if any, by which Premises Electricity Costs (as definedbelow)foreachcalendaryearduringthe balanceofthecurrentTermandExtended Termexceedthe Premises Electricity Costs Stop (the "PremisesElectricity Costs Excess").If Premises Electricity Costs in any calendar yeardecrease below the amountof the Premises Electricity Costs Stop, Lessee'sProportionateShareofUtilityand Service Costsshallbe$0.

B. Premises Electricity Costs.Premises Electricity Costs shall only include theactual cost of electricity provided to the Premises and Building.All other costsincurredby Lessorrelatedto electricity,includingcosts for the provisionofelectricity to the common areas, shall continue to be included as part of Utility andServiceCosts.

C. Premises Electricity Costs Excess Payments.   Lessee's estimated paymentsof Premises Electricity Costs Excess shall be made monthly on or before the firstday of each calendarmonth during the balance of the current Term and theExtended Term, each in the amount of Lessor's then current estimate as outlinedbelow.Lessee's Proportionate Share of Premises Electricity Costs Excess will beprorated for partial months.Lessee's Proportionate Share of Premises ElectricityCostsExcessshallbedeterminedandpaidasfollows:

(i) Lessee's Premises Electricity Costs Excess estimates:As soon as ispractical following the end of each calendaryear, Lessor will provideLessee with a determinationof(provided, however, that Lessor shallexercisereasonableeffortstoprovidesuchdeterminationwithin120

days following  the end of each calendar  year):(a) Lessee's annualshare of estimated Premises Electricity Costs Excess for the then currentcalendar year; (b) Lessee's monthly Premises Electricity Costs Excessestimate for the then current year; and, (c) Lessee's retroactive estimatecorrectionbilling(fortheperiodofJanuary1stthroughthedateimmediatelypriortothecommencementdateofLessee'snewmonthly

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Premises Electricity Costs Excess estimate) for the difference betweenLessee's new and previously billed monthly Premises Electricity CostsExcessestimatesforthethencurrentyear.

(ii) Lessee's Proportionate Share of actual annual Premises Electricity CostsExcess:Each year, Lessor will provide Lessee with a determinationrefiecting the total Premises Electricity Costs and Premises ElectricityCostsExcessforthepreviouscalendaryearassoonaspracticalfollowing the end of each calendar year; provided, however, that Lessorshallexercise reasonableeffortsto provide such determinationwithin120 days following the end of each calendar year.If Lessee's estimatedPremises Electricity Costs Excess billed for the previous calendar year isless than Lessee's Proportionate Share of the actual Premises ElectricityCosts Excess for the prior calendar year, Lessee shall pay to Lessor thedifference due within thirty (30) days of delivery of Lessor's invoice.IfLessee has paid more than its Proportionate Share of Premises ElectricityCostsExcessfor the precedingcalendaryear, Lessorwill credit theoverpaymenttowardLessee'sfuturePremisesElectricityCostsobligations or, if after expiration of the Extended Term, shall refund suchexcessto Lesseewithinthirty (30)days followingthe making of thedetermination.Monthly Premises Electricity Costs Excess estimates aredue on the 1^st of each month and shall commence in the month specifiedby Lessor.Lessee's retroactive estimate correction, if any, shall be due,in full, within thirty (30) days following delivery of Lessor's correction and,in the event of any overpayment,Lessor will credit the overpaymenttowardLessee's futurePremisesElectricityCostsobligations.

D. Audit.Lessee shall have the right to audit PremisesElectricityCosts in thesame manner as set forth in Section 4.07 of the Lease with respect to Lessee'sright to audit Operating Expenses.Notwithstanding the foregoing, Tenant shallhave the right, which right shall be exercised no more than twice per calendaryear,to requestcopiesof electric bills attributableto the Premisesfor thencurrent calendar year and Landlord shall deliver such copies to Tenant promptlyfollowingTenant'srequest.

VI. ImprovementstoPreJnises_.

A. Condition of Premises.Lessee is in possession of the Premises and accepts thesame"asis"withoutanyagreements,representations,understandingsorobligationsonthepartofLessortoperformanyalterations,repairsorimprovements, except as may be expressly provided otherwise in this Amendmentand subject to Lessor's obligations with respect to repairs under Article 11 of theLease.

B. ResponsibilityforImprovementstoPremises.Lesseemayperformimprovements to the Premises in accordance with the Work Letter attached heretoasExhibit A andLesseeshallbeentitledtoanimprovementallowanceinconnectionwithsuchworkasmorefullydescribedinExhibitA.

C. HVAC.Lessor hereby agrees to (a) replace the three (3) existing 25 ton roof-topHVAC units and control systems serving the Building and various portions Premisesand (b) retrofit the VAV boxes associated with each specific HVAC unit over thenextthreecalendaryearsasfollows:

(i)Lessor to replace the existing roof-top HVAC unit designated by the parties asRTU#1 and the base control system before the end of calendar year 2010.LessorandLesseewillreasonablycooperatewithoneanothertocoordinatethereplacement of such unit with the construction of the Lessee Improvements (asdefined in Exhibit A attached hereto) except that in no event shall any delay inLessee's construction schedule affect Lessor's obligation to replace such systembeforetheendofcalendaryear201O;

(ii)Lessorto replace a second existing roof-top HVAC unit and make necessaryadditions to the then existing base control system to accommodate the same beforetheendofcalendaryear2011;and

(iii) Lessorto replace the third and final existing roof-top HVAC unit and makenecessary additions to the then existing base control system to accommodate thesamebeforetheendofcalendaryear2012.

AllofthenewHVACunitsshallbeoftonnage commensuratewithandappropriateto those being replaced.All new units shall meet governmentstandards forrefrigerant type and energy efficiency (410 a 13 SEER).The control system shallbe direct digital, either BACnet or LON capable, with alarm points and alerts.Buildingmanagerfunctionsshallbeincluded.Lessorshallinstallunitswhichshall

3

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maintain the existing redundancy for the existing server room and Lessor shall planandinstallthesystemforsuchexistingredundancytobemaintained.

Except to the extent caused by Lessee or any of Lessee's agents', contractors' oremployees' acts and/or omissions or as a result of casualty, Lessor shall performsuch replacementsat its sole cost and expenseand such costs shall not beincluded in Operating Expenses; provided, however, that Lessee shall reimburseLessor for the cost and expense of the unit to be installed in calendar year 2012as described in C(iii) above (the "2012 Unit") by payments of monthly AdditionalRent in an amount  that would fully amortize the cost and expense of the 2012Unit over fifteen (15) years.Such Additional Rent obligation shall continue untilsuch cost and expense is fully amortized or until the expiration of the ExtendedTerm,asitmaybeextendedfromtimetotime,whichevercomesfirst.

VII. Roof S.2.acefor[)ish/Ant!!_nna.

A. As of the date of this Amendment, Lessee shall have the right to lease space onthe roof ofthe Building,at no additionalcost to Lessee, for the purposeofinstalling (subject to the terms and conditions set forth in Article 10 of the Lease),operatingand maintaining a dish/antennanot exceeding36 inches in diameter(the "Dish/Antenna").The location of the space on the roof to be leased byLessee is referred to herein as the "Roof Space".Lessor reserves the right torelocate the Roof Space as reasonably necessary during the Term.Lessor'sdesignationshalltakeintoaccountLessee'suseoftheDish/Antenna.Notwithstanding the foregoing, Lessee's right to install the Dish/Antenna shall besubject to the approval rights of Lessor (which approval rights may include reviewby Lessor's architect and/or engineer) with respect to the plans and specificationsof the Dish/Antenna,the manner in which the Dish/Antenna  is  attached to theroof of the Building and the manner in which any cables are run to and from theDish/Antenna, which approval shall not be unreasonably withheld or delayed.IntheeventLesseereplacestheDish/AntennaduringtheTerm,theprecisespecifications and a general description of any replacement Dish/Antenna alongwith all documents Lessor reasonably requires to review the installation of suchreplacement Dish/Antenna  (the "Plans and Specifications") shall be submittedto Lessor for Lessor's written approvalno laterthan 20 days before LesseecommencestoinstallsuchDish/Antenna,whichapprovalshallnotbeunreasonablywithheldordelayed.Lesseeshallbesolelyresponsible  forobtaining and maintaining all necessary governmental and regulatory approvalsandforthecostofinstalling,operating,maintainingandremovingtheDish/Antenna.If Lessor determines that the Dish/Antenna equipment does notcomply with the approved Plans and Specifications, that the Building has beendamagedduringinstallationof the Dish/Antennaor thatthe installationwasdefective, Lessor shall notify Lessee of any noncompliance or detected problemsand Lessee promptly shall cure the defects.If Lessee fails to promptly cure thedefects,LesseeshallpaytoLessorupondemandthecosiasreasonablydetermined by Lessor, of correcting any defects and repairing any damage to theBuilding caused by such installation.If at any time Lessor, in its sole discretion,deems it necessary, Lessee shall provide and install, at Lessee's sole cost andexpense, appropriate aesthetic screening, reasonably satisfactory to Lessor, fortheDish/Antenna(the"AestheticScreening").

B. Lessor agrees that Lessee, upon reasonable prior written notice to Lessor, shallhave access to the roof of the Building and the Roof Space solely for the purposeof maintaining, repairing and removing the Dish/Antenna, the appurtenances andthe Aesthetic Screening, if any, all of which shall be performed by Lessee orLessee'sauthorizedrepresentative orcontractors,whichshallbe reasonablyapproved by Lessor, at Lessee's sole cost and risk.  It is agreed, however, thatonlyauthorizedengineers,employeesorproperlyauthorizedcontractorsofLessee,FCC(definedbelow)inspectors,orpersonsundertheirdirectsupervision will be permitted to have access to the roof of the Building and theRoof Space.Lessee further agrees to exercise firm control over the peoplerequiring access  to the roof of the Building and the Roof Space in order  to keepto a minimum the number of people having access to the roof of the Building andthe Roof Space and the frequency of their visits.It is further understood andagreedthattheinstallation,maintenance,operationandremovaloftheDish/Antenna,the appurtenancesand the AestheticScreening,if any, is notpermitted to damage the Building or the roof thereof, or interfere with the use ofthe Buildingand roofby Lessor.Lesseeagreestoberesponsible  for  anydamagecaused to the roof or any otherpart of the Building,  which may becausedby LesseeoranyLessee Entity.

C. Lessee agrees to install and maintain only equipment of types and frequencieswhich will not cause unreasonable interference to Lessor or any other Lessee ofthe Building.In the event Lessee's equipment causes such interference, Lesseewillchangethefrequencyonwhichittransmitsand/orreceivesandtakeany

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4

 

other steps necessaryto eliminate the interference.   If said interference cannotbe eliminated within a reasonable period of time, in the judgment of Lessor, thenLessee agrees to remove the Dish/Antennafrom the Roof Space.Lessee shall,at its sole cost and expense,and at its sole risk,operate andmaintaintheDish/Antennain a good and workmanlike manner,and in compliancewith allBuilding,electric,communication,andsafetycodes,ordinances,standards,regulationsand requirements,now in effect or hereafterpromulgated,of theFederal Government, including, without limitation, the Federal CommunicationsCommission(the "FCC"),the FederalAviationAdministration ("FAA")or anysuccessoragency of either the FCC or FAA having jurisdiction over radio ortelecommunications, and of the state, city and county in which the Building islocated.Under this Lease,the Lessorand its agents assume no responsibilityfor the licensing, operation and/or maintenance of Lessee's equipment.Lesseehas the responsibility of carrying out the terms of its FCC license in all respects.TheDish/AntennashallbeconnectedtoLessor'spowersupplyinstrictcompliance with all applicable Building, electrical, fire and safety codes.NeitherLessor nor any LessorEntity shall be liable to Lessee for any stoppagesorshortages of electrical power furnished to the Dish/Antenna or the Roof Spacebecause of any act, omissionor requirementof the public utility serving theBuilding, or the act or omission of any other Lessee, invitee or licensee or theirrespective agents, employees or contractors, or for any other cause beyond thereasonablecontrolof Lessor, and Lesseeshall not be entitledto any rentalabatement for any such stoppage or shortage of electrical power.Neither Lessornor any Lessor Entity shall have any responsibility or liability for the conduct orsafety of any of Lessee's representatives, repair, maintenance and engineeringpersonnelwhileinoronanypartoftheBuildingortheRoofSpace.

D. The Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, shallremain the personal property of Lessee, and shall be removed by Lessee at itsown expense at the expirationor earlier terminationof the Lease or Lessee'sright to possession under the Lease.Lessee shall repair any damage caused bysuchremoval,includingthepatchingofanyholestomatch,ascloselyaspossible,thecolorsurroundingtheareawheretheequipmentandappurtenanceswereattached.LesseeagreestomaintainallofLessee'sequipmentplaced on or about the roof or in any other part of the Building inproperoperatingconditionandmaintainsame in satisfactoryconditionas toappearanceandsafetyin Lessor'ssolediscretion.Suchmaintenanceandoperationshall be performed in a mannerto avoid any interferencewith anyother Lessees or Lessor.Lessee agrees that at all times during the Term, it willkeep the roof of the Building and the Roof Space free of all trash or wastematerialsproducedbyLesseeorLessee'sagents, employeesorcontractors.

E. In light of the specializednature of the Dish/Antenna,Lessee shall be permittedto utilize theservicesof itschoiceforoperation,removaland repairof theDish/Antenna, the appurtenances and the Aesthetic Screening, if any, subject tothe reasonable approval of Lessor.Notwithstanding the foregoing, Lessee mustprovideLessorwithpriorwrittennoticeof anysuch removalorrepairandcoordinate such work with Lessor in order to avoid voiding or otherwise adverselyaffecting any warranties granted to Lessor with respect to the roof.If necessary,Lessee, at its sole cost and expense, shall retain any contractor having a thenexisting warranty in effect on the roof to perform such work (to the extent that itinvolves the roof), or, at Lessee's option, to perform such work in conjunction withLessee's contractor.In the event Lessor contemplates roof repairs that couldaffect Lessee's Dish/Antenna, or which may result in an interruption of Lessee'stelecommunication service, Lessor shall formally notify Lessee at least 30 days inadvance (except in cases of an emergency) prior to the commencement of suchcontemplated work in order to allow Lessee to make other arrangements for suchservice.

F. Lessee shall not allow any provider of telecommunication, video, data or relatedservices(collectively, "CommunicationServices")to locate any equipmentonthe roof of the Buildingor in the Roof Space for any purpose whatsoever,normay Lessee use the Roof Space and/or Dish/Antenna to provide CommunicationServices to an unaffiliated Lessee, occupant or licensee of another building, or tofacilitatetheprovisionofCommunicationServicesonbehalfofanotherCommunication Services provider to an unaffiliated Lessee, occupant or licenseeof the Building or any other building. Lessee acknowledges that Lessor may atsome time establisha standard license agreement (the "LicenseAgreement")with respect to the use of roof space by Lessees of the Building.Lessee, uponrequest of Lessor, shall enter into such License Agreement with Lessor providedthat such agreement does not materially alter the rights of Lessee hereunder withrespect to the Roof Space.   Lessee specifically acknowledges and agrees thatthe terms and conditions of Article 13 of the Lease shall apply with full force andeffect to the Roof Space and any other portionsof the roof accessedor utilizedbyLessee,itsrepresentatives,agents,employeesorcontractors.

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5

 

G. If Lessee defaults under any of the terms and conditions of this Section or theLease,  and Lessee fails to cure said default within the time allowed by Article 18of the Lease, Lessor shall be permitted to exercise all remedies provided underthe terms of the Lease, including removing the Dish/Antenna, the appurtenancesand the Aesthetic Screening,  if any, and restoring the Building and the RoofSpace to the condition that existedprior to the installation  of the Dish/Antenna,the appurtenances and the Aesthetic Screening, if any.If Lessor removes theDish/Antenna, the appurtenances and the Aesthetic Screening, if any, as a resultof an uncured default, Lessee shall be liable for all costs and expenses LessorincursinremovingtheDish/Antenna,theappurtenancesandtheAestheticScreening,if any, and repairingany damage to the Building,the roof of theBuildingandtheRoofSpacecausedbytheinstallation,operationormaintenanceoftheDish/Antenna,theappurtenances,andtheAestheticScreening, if any.Lessee's rights pursuant to this Section are personal to thenamed Lessee under  the Lease and are not transferable,  except with respect toa transfer for which Lessor's consent is not required pursuant to Section 17.01 oftheLease.

VIII. OtherPertinent Provisions.LessorandLesseeagreethat,effective asofthedateofthisAmendment(unless different effective date(s) is/are specifically referenced in this Section),theLeaseshallbeamended inthefollowingadditional respects:

A. OperatingExpenses.Section4.02of theLeaseisherebyamendedbyaddingthefollowingattheendthereof:

"OperatingExpensesshallexclude thefollowing:

(i) Anygroundleaserental;

(ii)Costsofcapitalimprovements,replacementsorequipmentandanydepreciationoramortizationexpensesthereon,excepttotheextent(A)reasonably intended to produce a reduction in Operating Expenses, (B) requiredby any Laws, or for health or safety purposes, (C) for commercially reasonableimprovementsto or replacementsof any componentsof the Common Areas,which costs shall be uniformly applied to all tenants of the Project, or (D) forreimbursementofthe2012UnitasdescribedinSectionVI.Cabove.

(iii) Rentals for items (except when needed in connection with normal repairsand maintenance of permanent systems) which if purchased, rather than rented,wouldconstitutea capitalimprovementexcludedinclause(ii)above;

(iv)Costs incurred by Lessor for the maintenance of, or the repair of damageto, the Building, Project and/or  Property, to the extent that Lessor is reimbursedbyinsuranceproceedsordirectly byLessees;

(v)Costs,includingpermit,licenseandinspectioncosts,incurredwithrespect to the installation of Lessee or other occupant improvements made forLessees or other occupants in the Building, the Project and/or the Property orincurredinrenovatingorotherwiseimproving,decorating,paintingorredecoratingvacantspacefororthepremisesofotherLesseesorotheroccupantsoftheBuilding;

(vi)Marketingcosts,includingleasingcomm1ss1ons,attorneys'feesinconnection with the negotiation and preparation or enforcement of letters, dealmemos, letters of intent, leases, subleases and/or assignments, space planningcosts, and other costs and expenses incurred in connection with lease, subleaseand/orassignmentnegotiationsand transactionswith present or prospectiveLesseesorother occupantsoftheBuilding,ProjectortheProperty;

(vii) Costs incurred by Lessor due to the violation by Lessor of the terms andconditionsofanyleaseof spacein theBuilding ortheProject;

(viii) interest, principal, points and fees on debt or amortization payments onany mortgage or deed of trust or any other debt instrument encumberingtheBuilding,Projector Propertyor the landon which the Buildingor Project issituated;

(ix)Except for making repairs or keeping permanent systems in operationwhile repairs are being made, rentals and other related expenses incurred inleasingairconditioningsystems,elevatorsorotherequipmentordinarilyconsideredtobeofacapital nature;

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(x)Advertisingandpromotionalexpenditures(exceptforretailpropertypromotions);

(xi)Costs incurredinconnectionwith upgradingtheBuilding,ProjectorProperty to comply with disability, life, fire and safety codes in effect prior to theissuanceofthetemporary certificateof occupancyfor the Building;

(xii) Interest, fines or penalties incurred as a result of Lessor's failure to makepayments when due unless such failure is commercially reasonable under thecircumstances;

(xiii) Costsarising fromLessor'scharitableorpoliticalcontributions;

(xiv)The depreciation of the Building and other real property structures on theProperty;

(xv)Lessor'sgeneralcorporateoverheadandgeneraladministrativeexpensesnotrelated tothe operationofthe BuildingortheProject;

(xvi)Any bad debt loss, rent loss or reserves for bad debts or rent loss, orreservesforequipmentorcapitalreplacement."

B. LesseeAlterations.Notwithstanding anythingto the contrarycontainedinSections 10.05 and/or 10.6 of the Lease, Lessee shall not be required to removeany Lessee Alterations made by Lessee which have been consented to by Lessorpursuant to Section 10.02 of the Lease or any wiring and cabling installed at thePremises by Lessee; provided, however, that Lessor reserves the right to elect,upon ninety (90) days prior written notice to Lessee, to require Lessee to removeany low voltage wiring installedby Lessee at the Premiseson or before theterminationoftheLeasepursuanttoSection 10.06oftheLease.

C. Holdover.The percentage set forth in third sentence of Section 23 of the Lease ishereby amended from two hundred percent (200%) to "one hundred fifty percent(150%)".

D. EstoppelCertificate.Thereferencestoten(10)daysinthefirstandthirdsentences of Section 21 of the Lease are hereby each deleted in their entirety andreplacedwith"fifteen(15)days".

E. Subordination.ThefourthsentenceofSection25oftheLeaseisherebydeletedin itsentiretyandreplacedwiththefollowing:

"Lessee acknowledges that although this Paragraph is self-executing, Lesseecovenants and agrees to execute and deliver, within fifteen (15) days of demandby Lessor and in the form reasonably requested by Lessor, or any other mortgageeor ground lessor, any additionaldocuments evidencing the priority or subordinationof this Lease with respectto any such ground leases or underlying lease or the lienof any such mortgage or deed of trust, provided Lessee's interests hereunder shallnotbedisturbedsolongasLesseeisnotindefaulthereunder."

F. Lessor's Work.   The parties hereby acknowledge and agree that Lessor hasfully performed all of its obligations pursuant to Exhibit B (Work Letter) of theLease.

B. Consent to Merger and Assignment and Assumption.Lessor hereby consents to the Mergerand Assignment, subject to the following terms and conditions, all of which are hereby acknowledgedandagreedtobyAssignorandSurviving entity.

I. Assignment and Assumption.Lessee and Surviving Entity hereby represent and warrantthat (a) the MergerAgreementand/orMerger fully assignedor otherwisetransfered,byoperation of law or otherwise, all of Lessee's right, title and interest in the Lease to theSurviving Entity (the "Transfer"); and (b) following the Merger, the Surviving Entity hasassumed and shall be bound by, whether by operation of law or otherwise, all of thecovenants, agreements, provisions, conditions and obligations of the lessee under theLease, including but not limited to, the obligation to pay Lessor for all adjustments of rentand otheradditionalcharges payablepursuantto the terms ofthe Lease.Nothingcontained in the Merger Agreement shall be deemed to amend, modify or alter in any waytheterms,covenantsandconditionssetforthintheLease.

II. Rpresentations.

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7

 

A. Assignor hereby represents and warrants that Assignor: (i) had full power andauthority toassign to SurvivingEntity its entire right.  title and interest  in theLeaseandwithrespecttotheentireSecurityDeposit,ifany;(ii) had  notpreviouslytransferred or conveyed  its interest in the Lease to any person orentity, collaterally or otherwise; (iii) had full power and authority to enter into theMerger Agreement and complete the Merger and has full power and authority toenter into this Consent; (iv) in connection with the Merger, has assigned all ofAssignor'srights, title,interestandobligationsunder the Lease,whetherbyoperation of law or otherwise, to the Surviving Entity; and (iv) has full power andauthoritytoenterintothis Agreement.

B. The Surviving Entity hereby represents and warrants that the Surviving Entity: (i)had full power and authority to assume all of Assignor's right, title and interest in,to and under the Lease, including the entire Security Deposit, if any; and (ii) hadfull power and authority to enter into the Merger Agreement, the Merger and thisConsent.

C. Lessee and the SurvivingEntity represent and warrant that following the Merger,(i)allorsubstantiallyalloftheassetsofLesseewillbeownedbytheSurvivingEntity,

(ii)theSurvivingEntitywillhaveanetworththatisequaltoorgreaterthanthenet

worth of Lessee as of the date of this Agreement; and (iii} the business in thePremiseswillcontinuetobeoperatedfortheuseandinthemannerprovidedintheLease.

111.

IV.

V.

VI.

VII.

No Greater Rights. In no event shall the Merger Agreement or the other provisions of thisAgreement be construed as granting or conferring upon the Lessee or the Surviving Entityany greater rights than those contained in the Lease nor shall there be any diminution ofthe rights and privileges of the Lessor under the Lease, nor shall the Lease be deemedmodrfiedinanyrespect.

Deliveries.Prior to Lessor's execution of this Agreement and as a condition precedent tothe effectiveness of this Agreement, Surviving Entity shall: (a} deliver to Lessor writtennotice that the Merger and Transfer have been finalized, and to the extent feasible, a fullyexecuted copy of the Merger Agreement; and (B) upon request of Lessor, its successors orassigns, provide Lessor with financial statements evidencing the net worth of SurvivingEntity and evidence of the name change of Assignor and of the good standing of SurvivingEntity.

Lessor'sConsent.Inrelianceupontheagreementsandrepresentationscontainedin thisConsent, Lessor hereby consents to the Merger and the Transfer.This Consent shall notconstitute a waiver of the obligation of the lessee under the Lease to obtain the Lessor'sconsent to any subsequent assignment, sublease or other transfer under the Lease, norshall itconstituteawaiverofanyexistingdefaultsundertheLease.

Notice Address.Any notices to Surviving Entity shall be effective when served to theSurvivingEntityatthePremisesinaccordancewiththetermsoftheLease.

No Waiver.Lessor's consent to the Merger and Assignment shall not be construed as awaiver by Lessee of its rights under Article 17 of the Lease to future assignments of thelease or subleases of the Premises without Lessor's consent in certain instances, as moreparticularly described therein.Lessor hereby acknowledges and agrees that all rightsunder the Lease which are "personal" to the named Lessee or non-transferable, includingwithoutlimitationthe rights set forth in Section A.VII of this Amendment,have beentransferred to Surviving Entity and are henceforward deemed to be personal to SurvivingEntity.

C. MisJ:;ellaneou.

I. This Amendment sets forth the entire agreement between the parties with respect to thematters set forth herein.There have been no additional oral or written representations oragreements.Under no circumstances shall Lessee be entitled to any rent abatement.improvement allowance, leasehold improvements, or other work to the Premises, or anysimilar economic incentives that may have been provided Lessee in connectionwithentering intotheLease,unlessspecrficallysetforthinthisAmendment.

II. Except as herein modified or amended, the provisions, conditions and terms of the Leaseshallremainunchangedandinfullforceandeffect.

Ill. In the caseof any inconsistencybetweenthe provisionsof the Leaseand this Amendment,theprovisionsofthisAmendment shallgovernandcontrol.

IV. Submission of this Amendment by Lessor is not an offer to enter into this Amendment butrather is a solicitation for such an offer by Lessee.Lessor shall not be bound by thisAmendmentuntilLessorhasexecutedand deliveredthe sametoLessee.

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{2095-0217/00122181;3}

 

V. The capitalized terms used in this Amendment shall have the same definitions as set forth intheLeasetotheextentthatsuchcapitalizedtermsaredefinedtherein andnotredefinedinthisAmendment.

VI. Lessee hereby represents to Lessor that Lessee has dealt with no broker in connection withthis Amendment, other than CresaPartners. Lessee agrees to indemnify and hold Lessor,its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s)and agents, and the respective principals and members of any such agents (collectively, the"LessorRelatedParties")harmlessfromall claims of any brokers claiming to haverepresented Lessee in connection with this Amendment.Lessor hereby represents toLessee that Lessor has dealt with no broker in connection with this Amendment.Lessoragrees to indemnify and hold Lessee, its members, principals, beneficiaries, partners,officers, directors, employees, and agents, and the respective principals and members ofany such agents (collectively, the "Lessee Related Parties") harmless from all claims of anybrokers claiming to have represented Lessor in connection with this Amendment.Lessoragrees to pay a brokerage commission to CresaPartners in accordancewith the terms ofaseparatewrittencommissionagreementtobeenteredintobetweenLessorandCresaPartners.

VII. Each signatory of this Amendment represents hereby that he or she has the authority toexecute and deliver the same on behalf of the party hereto for which such signatory isacting.Lessee hereby represents and warrants that neither Lessee, nor any persons orentities holding any legal or beneficial interest whatsoever in Lessee, are (i) the target ofanysanctionsprogramthatisestablishedbyExecutiveOrderofthePresidentorpublishedby the Office of Foreign Assets Control, U.S. Departmentof the Treasury("OFAC"); (ii) designated by the President or OFAC pursuant to the Trading with theEnemyAct,50U.S.C.App.§5,the InternationalEmergencyEconomicPowersAct,50

U.S.C.§§1701-06,thePatriotAct,PublicLaw107-56,ExecutiveOrder13224(September 23, 2001) or any Executive Order of the President issued pursuant to suchstatutes; or (iii) named on the following list that is published by OFAC: "List of SpeciallyDesignated Nationals and Blocked Persons." If the foregoing representation is untrue atany time during the Term, a Default under the Lease will be deemed to have occurred,withoutthenecessityofnoticetoLessee.

VIII. Redress for any claim against Lessor under the Lease and this Amendment shall belimited to and enforceableonlyagainst and to the extentof Lessor's interest in theBuilding.The obligations of Lessor under the Lease are not intended to and shall not bepersonally binding on, nor shall any resort be had to the private properties of, any of itstrustees or board of directors and officers, as the case may be, its investment manager,the general partners thereof, or any beneficiaries, stockholders, employees, or agents ofLessorortheinvestmentmanager.

[SIGNATUREPAGEFOLLOWS]

{2095-0217/00122181:3)9

INWITNESSWHEREOF,LessorandLesseehavedulyexecutedthisAmendmentasofthedayandyearfirstabovewritten.

LESSOR:

PSBUSINESSPARKS,L.P.,

aCalifornialimitedpartnership

By:PSBUSINESSPARKS, INC.,

aCaliforniacorporation

By: c,£I-J-bI/Ll

Name:CobyA.JolleyTitle: VicePresident

LESSEE:

4@

DIGIMARCCORPORATION,

aelawarecorporatio

By.

Name:,,t/I(:fttl-€It:/W0/t'P!;LlI/

Title:

J!Ur>v..a'Ch

:::Or

SURVIVINGENTITY:DIGIMARCCORPORATION,

Name:.A-frc/4,,e/€MC[J,,,,e_f"

Title:_f{/[>tf-AC,ro

{2095-0217/00122181;3}

10

 

EXHIBITA

LESSEEIMPROVEMEJIIT8REl;MEl',IT

This Exhibit is attached to and made a part of the Amendment by and between PS BUSINESSPARKS,LP., a California limitedpartnership("Lessor")and DIGIMARC CORPORATION,an Oregoncorporation ("Lessee") for space in the Building located at 9405 SW Gemini Drive, Beaverton, Oregon97008.Capitalizedterms not otherwise defined in this ExhibitA shall have the meaning given to such termsintheLeaseofwhichthisExhibitAisapart.

1. Lessee, following the full and final execution and delivery of the Amendment to which this ExhibitA is attached, shall have the right to perform alterations and improvements in the Premises, including, butnot limited to, modifications, alterationsand improvements to the serverrooms(the "ServerRoomsModifications") which are located in the Premises (the "Lessee Improvements").Notwithstanding theforegoing, Lessee and its contractors shall not have the right to perform the Lessee Improvements in thePremises unless and until Lessee has complied with all of the terms and conditions of Article 10 of theLease(exceptfortherequirementofobtainingadvancelienwaivers,whichrequirementshallbesuperseded by the terms of Section 2 below), including, without limitation, approval by Lessor of the finalplans for the Lessee Improvements and the contractors to be retained by Lessee to perform such LesseeImprovements.Lessee shall be responsible for all elements of the design of Lessee's plans (including,without limitation, compliance with law, functionality of design, the structural integrity of the design, theconfiguration of the Premises and the placement of Lessee's furniture, appliances and equipment), andLessor's approval of Lessee's plans shall in no event relieve Lessee of the responsibility for such design.Lessor's approval of the contractors to perform the Lessee Improvements shall not be unreasonablywithheld.The parties agree that Lessor's approval of the general contractorto perform the LesseeImprovements shall not be considered to be unreasonably withheld if any such general contractor (a) doesnot have trade references reasonably acceptable to Lessor, (b) does not maintain insurance as requiredpursuant to the terms of the Lease, (c) does not have the ability to be bonded for the work in an amount ofno less than 150% of the total estimated cost of the Lessee Improvements, (d) does not provide currentfinancialstatementsreasonablyacceptabletoLessor,or(e) is notlicensedasacontractorin thestate/municipality in which the Premises is located.Lessee acknowledges the foregoing is not intended tobeanexclusivelistof the reasonswhy Lessormayreasonablywithholdits consentto ageneralcontractor.

2. Provided Lessee is not in default under the terms of the Lease, Lessor agrees to contribute thesum of $368,664.00 (the "Lessee Improvement Allowance") toward the cost of performing the LesseeImprovements in preparation of Lessee's occupancy of the Premises. The Lessee Improvement Allowance may only be used for the cost of permitting, preparing design and construction documents and mechanicaland electrical plans for the Lessee Improvementsand for hard costs in connectionwith the LesseeImprovements.The Lessee ImprovementAllowance, less a 10% retainage (which retainage shall bepayable as part of the final Lessee Improvements, in periodic disbursements within 30 days after receipt ofthefollowingdocumentation:(a) anapplicationforpaymentandswornstatementofthecontractorsubstantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to adate specifiedtherein;(b) a certificationfroman AIA architectsubstantially in the form of the Architect'sCertificatefor PaymentwhichislocatedonAIADocumentG702,ApplicationandCertificateofPayment;

(c) contractor's,subcontractor'sandmaterialsupplier'sconditionalwaiversoflienswhichshallcoverall

Lessee Improvements for which disbursement is being requested and all other statements and formsrequired for compliance with the mechanics'lien laws of the state in which the Premisesis located,togetherwith all such invoices, contracts, or other supporting data as Lessee or Lessee's Mortgagee may reasonablyrequire;(e)acostbreakdownforeachtradeorsubcontractorperformingtheLesseeImprovements;

(d) plans and specifications for the Lessee Improvements, together with a certificate from an AIA architectthat such plans and specifications comply in all material respects with all laws affecting the Building, Propertyand Premises; (f) copies of all construction contracts for the Lessee Improvements, together with copies of allchange orders, if any; and (g) a request to disburse from Lessee containing an approval by Lessee of thework done and a good faith estimate of the cost to complete the Lessee Improvements.Upon completionofthe Lessee Improvements, and prior to final disbursement of the Lessee Improvement Allowance, Lesseeshall furnish Lessorwith:(i) general contractorand architect'scompletionaffidavits;(ii) full and final waiversoflien;(iii) receiptedbillscoveringall laborandmaterialsexpendedand used; (iv) as-built plansof theLessee Improvements; and (v) the certification of Lessee and its architect that the Lessee Improvementshave been installed in a good and workmanlike manner in accordance with the approved plans, and inaccordance with applicable Laws.In no event shall Lessor be required to disburse the Lessee ImprovementAllowance more than one time per month.If the Lessee Improvements exceed the Lessee ImprovementAllowance, Lessee shall be entitled to the Lessee Improvement Allowance in accordance with the termshereof, but each individual disbursement of the Lessee Improvement Allowance shall be disbursed in theproportion that the Lessee ImprovementAllowancebears to the total cost for the Lessee Improvements,lessthe 10% retainage referenced above.Notwithstanding anything herein to the contrary, Lessor shall not beobligated to disburse any portion of the Lessee Improvement Allowance during the continuance of anuncured default under the Lease, and Lessee's obligation to disburse shall only resume when and if suchdefaultiscured.

3.In no event shall the Lessee Improvement Allowance be used for the purchase of equipment,furnitureorotheritemsofpersonalpropertyofLessee.Notwithstandingtheforegoing,Lesseeshallbe

{2095-0217/00122181;5}

A-1

 

entitled to apply the Lessee ImprovementAllowanceto the cost of purchasingand installingequipment whichis necessaryandrelated to the ServerRooms Modifications, which equipmentshall be located at all times inthe Premises and be for the use of Lessee.If Lessee does not submit a request for payment of the entireLessee Improvement Allowance to Lessor in accordance with the provisions contained in this Exhibit A byNovember 30, 2011, any unused amount shall accrue to the sole benefit of Lessor, it being understood thatLesseeshallnot be entitledto anycredit,abatementorotherconcessionin connectiontherewith.Notwithstanding the foregoing, Lessee shall not submit a request for payment of any portion of the LesseeImprovement Allowance prior to January 1, 2011. Lessee shall be responsible for all applicable state salesor use taxes, if any, payable in connection with the Lessee Improvements and/or Lessee ImprovementAllowance.Lessor shall be entitled to deduct from the Lessee Improvement Allowance a constructionmanagement fee for Lessor's oversight of the Lessee Improvements in the amount of $5,000.00 and suchconstructionmanagementfeeshallbeinlieuofthe feerequiredunderSection10.03oftheLease.

4. Without limiting the "as-is" provisions of the Lease and this Amendment, Lessee accepts thePremises in its "as-is" condition and acknowledges that Lessor has no obligation to make any changes orimprovements to the Premises or, except as provided above with respect to the Lessee ImprovementAllowance and as provided in Section A.VI of the Amendment with respect to the HVAC, to pay any costsexpendedortobeexpendedinconnectionwithanysuchchangesorimprovementsinthePremises.

5.This Exhibit A shall not be deemed applicable to any additional space added to the Premises atany time or from time to time, whether by any options under the Lease or otherwise,  or to any portion ofthe original Premises or any additions to the Premises in the event of a renewal or extension of the originalTerm of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided inthe Lease or any amendment or supplement to the Lease.Lessee shall not perform any work in thePremises (including, without limitation, cabling, wiring, fixturization, painting, carpeting, replacements orrepairs)except inaccordancewithArticle10oftheLease.

[REMAINDEROFPAGEINTENTIONALLYLEFT BLANK]

{2095-0217/00122181;5}

A-2

 

SECONDAMENDMENTTOLEASE

2d--

THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made and enteredintoas ofthisdayof July,2015, byandbetweenPDOFFICE OWNER9,L.P.,aDelawarelimitedpartnership("Lessor"), andDIGIMARCCORPORATION,an Oregon corporation("Lessee").

WITNESSETHTHAT:

WHEREAS, pursuant to that certain lease dated March 22, 2004, which lease has beenpreviously amended by that certain First Amendment and Lessor Consent to Assignment andAssumption dated May 13, 2010 (the "First Amendment"; collectively, the "Lease"), Lessorleases to Lessee, and Lessee leases from Lessor, space containing approximately 46,083 rentablesquare feet (as amended below, the "Premises") located at 9405 SW Gemini Drive, Beaverton,Oregon 97008 (the "Building"), which is part of the property commonly referred to as CreeksideCorporatePark(the"Property").

WHEREAS, the Term of the Lease expires on August 31, 2016, and Lessor and LesseedesiretoextendtheTermsubjecttotheterms andconditionshereof.

NOW THEREFORE, in consideration of the mutual covenants contained herein, andother good and valuable consideration, the receipt, adequacy and sufficiency of which are herebyacknowledged,theLeaseisherebyamendedandtheparties heretodoherebyagreeasfollows:

1. ExtensionofTerm.TheTermoftheLeaseisherebyextendedforninety-one

(91) months (the "Second Extended Term"), commencing on September 1, 2016 (the "ExtendedTermCommencementDate")andexpiringonMarch31,2024(the"ExtendedTermTerminationDate"),unlesstenninatedearlierinaccordancewiththeLease.

2.RentableAreaofthePremises.EffectiveasoftheExtendedTermCommencement Date, Lessor and Lessee agree that the Premises shall consist of 47,164 rentablesquarefeet andanyreferenceintheLeaseto"46,083"shallbechangedto"47,164".

3.LesseeAllowance.LesseemayperformimprovementstothePremises(the"Improvements")and,providedthatLesseeisnottheninDefaultundertheLease,Lessoragreesto provide Lessee with an allowance in an amount not to exceed $707,460.00($15.00 per rentablesquare  foot)(the"Allowance").AnyportionoftheAllowancethatisnotrequestedfordisbursement by Lessee by December31, 2017, shall accrue to the sole benefit ofLessor, it beingagreedthat Lessee shall not be entitledto anycredit, offset, abatementorpaymentwith respectthereto.LesseeshallnotbeentitledtorequisitionaportionoftheAllowanceforthepurchaseandinstallationof any equipment, furniture or other items of personalproperty, exceptfor an amountnot to exceed $353,730.00 ($7.50 per rentable square foot) for the cost of purchasing and installinganyITcabling,ITequipment(suchasanetworkswitch),UPSbatterybackup,generatorandspecialized HVAC equipment to be used in connection with the conduct of Lessee's business at thePremises.The Allowance shall be disbursed by Lessor in accordance with the requirements of thethird (3^rd) through last sentence of paragraph 2 of the Work Letter attached to the First AmendmentasExhibitA.

Prior to the construction of the Improvements, Lessee will submit plans for theImprovements for Lessor's written approval pursuant to Paragraph 10 of the Lease. Lessee agreesthat(a)theImprovementsshallutilizematerialsofequalorbetterqualityasBuildingstandards;(b)

1

(00020016.DOCX:4)

 

LesseeagreestoselectoneofthefollowinggeneralcontractorstoperfonntheImprovements:BnKConstruction, Commercial Contractors Inc. (CCI) or Summit Construction; and (c) Lessee shallotherwisecomplywithitsobligationsundertheLeasewithrespectto constructionoftheimprovementsandLesseeAlterations.LessoragreesnottochargeLessee anyconstructionmanagementorsupervisoryfeesinconnectionwiththeconstructionoftheImprovements.

4.Lessor Work.Lessor shall perfonn the work described onExhibit Aattachedhereto and made a part hereofat Lessor's sole cost and expense (and without reimbursementthroughOperatingExpenses).

5.MonthlyBase Rent.The schedule of Base Rent payable with respect to thePremisesduringtheSecondExtendedTennisthefollowing:

PeriodofSecondExtendedTerm	AnnualAmountPerSquareFoot	AnnualBaseRent	MonthlyBaseRent
September1,2016-March31,2017*	$0.00	$0.00	$0.00
April1,2017-August31,2017	$15.00	$707,460.00	$58,955.00
September1,2017-August31,2018	$15.45	$728,683.80	$60,723.65
September1, 2018-August31,2019	$15.91	$750,379.20	$62,531.60
September1, 2019-August31,2020	$16.39	$773,017.92	$64,418.16
September1,2020-August31,2021	$16.88	$796,128.36	$66,344.03
September1,2021-August31,2022	$17.39	$820,182.00	$68,348.50
September1,2022-August31,2023	$17.91	$844,707.24	$70,392.27
September1,2023-March31,2024	$18.45	$870,175.80	$72,514.65

AllsuchMonthlyBaseRentshallbepayablebyLesseeinaccordancewiththetermsoftheLease.

*SolongasLesseeisnotinDefaultundertheLease,LesseeshallnotbeobligatedtopayBaseRentfortheperiodfromSeptemberI,2016throughandincludingMarch31,2017.

6.OperatingExpenses.Commencingupon the commencementof the SecondExtended Term, Paragraph 4 of the Lease and Sections IV and VIII.A of the First Amendment areherebyamendedasfollows:

A.Lessee's obligation to pay Operating Expenses shall be on a so-called"net" basis without regard to any Expense Base Year or Base Year Operating Expenses.Anyreferences to Expense Base Year or to Base Year Operating Expenses in the Lease are deleted.Lessor shall no longer gross-up expenses as previously allowed under Paragraph 4.04 of the Lease.As a result, Paragraph 4.04 of the Lease is hereby amended by adding the following at the endthereof:"Except as otherwise noted herein, commencing upon the commencement of the SecondExtended Term, Lessee will pay as Additional Rent Lessee's Proportionate Share (of the Projectand/or Building, as designated from time to time by Lessor) of Operating Expenses, subject to thelimitations setforth inParagraph4.02ofthe Lease,asamendedhereby,andthisAmendment."

B.Lessee'sProportionateShareofthePrope11yof7.8842%,Lessee'sProportionate  Share ofthe Project of39.0964%  and  Lessee's Proportionate Share of the Buildingof100%shallremainunchanged.  Paragraph4.02(8)isherebyamendedbydeleting"5%ofAnnualBase Rent" and replacing it with "3.5% of Annual Base Rent plus Lessee's Proportionate Share ofOperatingExpensesforthesameannualperiodastherelevantAnnualBaseRent".Thenon-cumulative5%limitationon increaseinCAMexpensessetforthinthethirdfullsentenceof

2

{00020016.DOCX:4)

 

Paragraph 4.02 of the Lease is of no further force and effect, and Lessor and Lessee agree asfollows: "Anyincreasesin ControllableOperating Expenses for the Project and ControllableOperating Expenses for the Building, as such terms are defined below, shall be limited to 5% percalendar year, calculated calendar year to calendar year on a cumulative basis. For instance, ifControllableOperating Expenses for the Project and ControllableOperating Expenses for theBuilding increase on 2% between the first and second year, and then increase 9% between thesecond and third year, Landlord shall be permitted to pass through an 8% increase between yeartwo (2) and three (3).  As used herein, "Controllable Operating Expenses for the Project" arethe following costs and expenses incurred by Lessor for the Project (other than the Building): (1)landscaping costs, (2) the cost of security patrols, (3) signage costs, (4) costs and salaries andcontract labor and office supplies incurred by Landlord for property management of the Project(other than the Building), but not the property management fees (which are limited by Paragraph4.02(8) above). As used herein, "Controllable Operating Expenses for the Building" are costs,salaries and contractlabor and office supplies incurred by Landlord for property management  ofthe Building, butnot the property management fees (whichare limited by Paragraph 4.02(8)above). Lessor and Lessee agree that the foregoing 5% limitation shall not apply to any otherOperating Expenses for the Project and/or the Building, except for the Controllable OperatingExpensesfortheProjectandControllableOperatingExpensesfortheBuildingdetailedabove.

C.Effective as of the date of this Amendment, Lessor shall not retroactivelypass-through to Lessee any retroactive errors in prior pass-through of Operating Expenses, RealPropertyTaxesorUtilitiesandServiceCostsofanykindoccurringpriortocalendaryear2014thatmayresult in additionalcosttoLessee.

As amendedhereby, Lessee shall pay Lessee's ProportionateShare of Operating Expenses inaccordance with the tenns of the Lease.Notwithstanding the foregoing, so long as Lessee is not inDefault under the Lease, Lessee shall not be obligated to pay any Operating Expenses (whetherthrough estimated monthly payments or otherwise) for the period from September 1, 2016 throughandincludingMarch31,2017.

7.Electricity.Commencing April 1, 2017 and continuing during the remainder ofthe Second Extended Tenn, the provisions of Section V of the First Amendment are ofno force andeffect and the following tenns and conditions shall apply to the provision of electricity to thePremises:Lessee shall obtain and pay for electrical energy to, or for the use of Lessee in, thePremises by direct application to, and arrangement with, the public utility serving the Property.Upon written request by Lessee, Lessor shall reasonably cooperate with Lessee to assist Lessee inobtaining such electrical energy, including, without limitation, executing any documents as may benecessary to effect Lessee obtaining such electrical energy.If either the quantity or character ofelectrical service is changed by the public utility or other company supplying electrical service tothePropertyorisnolongeravailableorsuitableforLessee'srequirements(excepttothe extentdirectly attributable to Lessor or Lessor's agents, contractors or employees) (collectively, an"Electrical Service Event"), such Electrical Service Event shall not (a) constitute an actual orconstructive eviction, in whole or in part, or entitle Lessee to any abatement or diminution of BaseRent, or (b) relieve Lessee from any of its obligations under this Lease, or (c) impose any liabilityupon Lessor or its agents by reason of inconvenience or annoyance to Lessee, injury to orinterruption  of Lessee's business or otherwise.  Lessee's use of electrical service shall not exceedthecapacityservingthePremisesasofthedateofthisAmendment.Otherthanasmaybeexpresslyset forth in the Lease, Lessor shall not be liable in any way to Lessee for any failure or defect in thesupplyorcharacterofelectricenergyfurnishedtothePremisesbyreasonofanyrequirement,actoromission of the public utility serving the Property with electricity, or for any other reason notdirectlyattributable toLessororLessor'sagents,contractorsoremployees, provided,however,that

3

{00020016.DOCX:4}

 

in suchinstance,Lessorshalluse commerciallyreasonable effortsto cause the electricityto berestoredassoonaspracticablethereafter.

8.Services.Lessor and Lessee agree that, commencing April I, 2017 and continuingduring the remainder of the Second Extended Term, Lessor shall have no obligation to provide theelectricity as described in Paragraph 9.0lA of the Lease.Paragraph 9.01 B. of the Lease is herebymodifiedtoprovidethatLessorwillnotchargeafeeforafterhoursheating andair conditioning.

9.Condition of Premises.Lessee is currently in possession of the Premises andaccepts the same "as is" without any agreements, representations, understandings or obligations onthepartofLessortoperfonnanyalterations,repairsorimprovements,exceptasexpresslyprovidedfor herein. Paragraph 2.04 of the Lease is hereby modified to provide that Lessor will not requireLessee to remove any Lessee Alterations that are presently in the Premises as of the date of thisAmendment upon surrender of the Premises at the end of the Extended Tenn; provided, however,that the foregoing shall not relieve Lessee of such removal and restoration obligations under theLease with respect to Lessee Alterations to the Premises made from and after the date of thisAmendment.

10. Addresses for Notices.The addresses for notices to Lessor under the Lease are:PDOFFICEOWNER9, L.P.

c/oStarwoodCapitalGroup591WestPutnamAvenueGreenwich, CT06880Attention:L.ReadMortimer

Withacopyto:

PDOFFICEOWNER9,L.P.

c/oStarwoodCapitalGroup591WestPutnamAvenueGreenwich,CT06880Attention:GeneralCounsel

11.Option to Renew Lease.Lessor and Lessee agree that Lessee is granted oneoptiontorenewtheLeaseforanadditionalfive(5)yearscommencingonApril1,2024andendingMarch 31, 2029and otherwise pursuant the terms of Paragraph 27.16 (OPTION TO RENEWLEASE),asamendedhereby.Paragraph27.16isherebyamendedasfollows:

A.TheBaseRentfor therenewalterm shallbe thebaserent thenineffectforcomparable space in the market at the effective date of the commencement of the renewal tenn asdeterminedinParagraph27.16.Lessorshallhavenorighttosubstitutethestandard leasefonnthenusedbyLessorwithrespecttotheProject,andanyreferenceinParagraph27.16toLessor'sfonnofstandardleasethenusedbyLessor withrespecttotheProjectisdeleted.

B.Notwithstanding the last paragraph of Paragraph 27.16 of the Lease, therights of Lessee under Paragraph 27.16 are transferable pursuant to an assignment of the Lease forwhichLessor'sconsentisnotrequiredunderParagraph17.01oftheLease.

12. Miscellaneous.

4

{00020016.DOCX:4}

 

A.This Amendment sets forth the entire agreement between the parties withrespect to the matters set forth herein. There have been no additional oral or written representationsoragreements.UndernocircumstancesshallLesseebeentitledtoanyrent  abatement,improvement allowance, leasehold improvements, or other work to the Premises, or any similareconomic incentives that may have been providedLessee in connection with entering into theLease,unlessspecificallysetforthinthisAmendmentorthe Lease.

B.As of the date of this Amendment, to the actual knowledge of Lessee(without inquiry), there are no defaults on the part of Lessor under the Lease which are continuingbeyondapplicable notice and cure periods.As ofthe date of this Amendment,to the actualknowledge of Lessor (without inquiry), there are no defaults on the part of Lessee under the Leasewhicharecontinuing beyondapplicablenoticeand cureperiods.

C.This Amendmentshall not be valid and binding on Lessor and Lesseeunlessand untilithasbeencompletelyexecutedbyanddeliveredtoboth parties.

D.Except as expressly amended and modified in this Amendment, the Leaseshall otherwise remainin full force and effect, the parties hereto hereby ratifying and confirmingthesame.InthecaseofanyinconsistencybetweentheprovisionsoftheLeaseandthisAmendment,theprovisions ofthisAmendmentshall governandcontrol.

E.ThecapitalizedtermsusedinthisAmendmentshallhavethesamedefinitions as set forth in the Lease to the extent that such capitalized tenns are defined therein andnotredefinedinthisAmendment.

F.LesseerepresentstoLessorthatLesseehasdealtwithnobroker inconnection with this Amendment, except Jones Lang LaSalle Brokerage, Inc. ("JLL"). Lesseeagrees to indemnify and holdLessor, its members,principals, beneficiaries, partners, officers,directors, employees, mortgagees  and agents harmless from all claims of any brokers other thanJLL claiming to have represented Lessee in connection ,vith this Amendment. Lessor represents toLessee that Lessor has dealt with no broker in connection  with this Amendment, except JLL.Lessoragreesto indemnifyandholdLessee, itsmembers,principals, beneficiaries, partners,officers, directors, employees, and agents, and the respective principals and members of any suchagents harmless from all claims of any brokers claiming to have represented Lessor in connectionwith this Amendment. Lessor agrees to pay the commission earned by JLL in connection with thisAmendmentpursuanttotheirseparateagreement.

G.Lessor represents that its signatory of this Amendment has the authority toexecute and deliverthe same on behalf of Lessor. Lessee representsthat its signatory of thisAmendmenthastheauthorityto execute anddeliverthesameonbehalf ofLessee.Lesseerepresents that it has not made any assignment, sublease, transfer, conveyance of the Lease or anyinterest therein or in the Premises. Lessor represents that it has not made any conveyance of anyinterestin the Premises, except for the Lease. Lessor andLessee eachfurther represents andwarrants that neither Lessor nor Lessee, as applicable, nor any persons or entities holding any legalorbeneficialinterest whatsoeverinLessoror Lessee, as applicable, are (i) thetarget of anysanctions program that is established  by Executive Order of the President or published by theOffice of Foreign Assets Control, U.S. Department of the Treasury ("OFAC"); (ii) designated bythe President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, theInternational Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law107-56,ExecutiveOrder13224(September23,2001)oranyExecutiveOrderofthePresident

5

{00020016.DOCX:4}

 

issuedpursuanttosuchstatutes;or(iii)namedonthefollowinglistthatispublishedbyOFAC:"ListofSpeciallyDesignatedNationalsandBlockedPersons."

[SIGNATURESCONTINUEONNEXTPAGE]

6

{00020016.DOCX:4}

 

IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Amendment as ofthedayandyearfirstabove written.

LESSOR:

PDOFFICE OWNER 9, L.P., a Delaware

limitedpartnership

By:PD OFFICE OWNER 9 GP, L.L.C. a

Delawarelimitedliabilitycompany,itsGeneralPartner

By:-=------'-f-lt----fk-------

g;.;.

Name:L.-,,vv,.[

Title:V1ui.-

LESSEE:

DIGIMARCCORPORATION,anOregon

co,po,/J,

By:/;jf

Name:]<phexTP.U11..nu1..e,JS

Title:z.VP

7

{00020016.DOCX:4}

 

EXHIBITALESSORWORK

ALLLESSORWORKLISTEDBELOWSHALLBECOMPLETEDWITHINAREASONABLE AMOUNT OF TIME FOLLOWING THE FULL EXECUTION OF THISAMENDMENT(ORWITHINTHETIMESPECIFICALLYSTATED,IFAPPLICABLE).

I.HV AC roof unit no. 4 to be replaced.Lessor will commence work on replacing this unitwithin a reasonable time following the execution of this Amendment.If HVAC roof unitno.4isnotfullyreplacedonorpriortoDecember31,2015,anyandallcostsandexpensesfor the repair and maintenance of HVAC roof unit no. 4 shall be excluded from OperatingExpenses until such time as HVAC roof unit no. 4 is fully replaced as required under thisExhibitA.

2. Main lobby entry will be upgraded consistent with the rendering attached, which shallincludereplacementof thestorefrontwindowsystem.

3. The cracks in the exterior walls shall be filled, and the exterior walls of the building, thesprinklerdoorandthedeckwroughtironshallbepaintedin thenewbuildingcolorscheme.

4. Sound mitigation installations to be made at the elevator room.It is understood that suchinstallationsmayonlydampen,andnotcompletelyconfinenoise,duetothelocationoftheelevatorroom.

5. Lessor hascompletedandpassedtheannualtestoftheFireAlarmsystems.

6. Three(3)windowsinIntaligio conferenceroomtobereplaced.

7. The rain gutter above the IT areaentry that is rusted shall be removed, replaced and paintedtomatchthebuildingfa<;:adecolorscheme.

8. Landscapingin frontoftheBuildingshallbeupgradedaspartofthebuildingrenovation.

8

{00020016.DOCX:4}

 

EXHIBITF

Subtenant’sInitialAlterations

28

155462073.4

HB:4860-1276-1863.7

INITIALALTERATIONS

We have two critical path projects to support the moving efforts, along with changing ofplugs in the main datacenter (MDF), all work is to be performed by professional services, thatlicensed and bonded appropriately, please find details for the projects below and all quotesincludeplugchanges attached:

Project#1–Securityimprovements

This project will expand the video coverage ofthe buildingtoincludenotonly theinternal areas but external coverage as well.The project will leverage the current internallocations but will require the addition of 19 external points.Each point will have a new CAT6Plenum rated cable installed to the closest current wiring termination point through conduit toeachofthepointsnotedinredonthediagrambelow.

ExteriorSecurityCamera(19)

‐Exteriorpenetrationwithconduit

‐PlenumgradeCAT6totheIDF/MDF

Project#2 –Expandinternal connectivity

This project will require the addition of 46 CAT6 Plenum rated cables and 3 Armoredfibercables.Theexpansionwillallow:

• Supportofadditionalconnectivityforwirelessaccesspoints*asnotedbelow

• Fiberconnectivityintotwolabareas*asnotedbelow

• Increasedconnectivitytowiringclosetstoallowredundancyforhigheravailability*as notedbelow

AdditionalWirelessAccessPoints(23)

‐PlenumgradeCAT6 tothedesignated IDF/MDFrooms (singlebluedots)

‐

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Cr-+t--t-----!--.la= =o'+!•,.,,,---" --'-

AdditionalPlenumCAT6cabling(25)

‐6–CAT6|RobotLab1(1C022/EXAM)toIDF1W020onanew24portpatchpanel RU35 (SWT-58) (blue dot)

‐8–CAT6|RobotLab2(1C023/CONF)toIDF1W020onanew24portpatchpanel RU20 (SWT-56) (blue dot)

‐Armored12strandfiberandtray|COMLab(1C021/WELLNESS)toMDF/DConR2B(lightbluedot)

‐3–CAT6|EMBLab(2W006/SUPPLYSTORAGE)toIDF2W021(bluedot)

‐

‐4–CAT6|PSGPrinter(1C016/Electrical)toMDFR1ConRU22(bluedot)

‐2–CAT6|POSScanner(1E024/ChairStorage)toMDFR1ConRU22(bluedot)

‐Armored12strandfiberandtray|CDSLab(1C014)/MAILRM)toMDF/DConR2B(lightbluedot)

‐Armored12strandfiberand trayfromIDF(1W020)toMDFR1B(lightbluedot)

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Dynalectric Company2225 NW 20th AvenuePortland,OR97209

Phone:503.226.6771

Fax:503.226.7818

ORCCB:66793

January 17, 2022To:BillMiles

Digimarc

9405 SW Gemini DriveBeaverton OR97008

Re:Digimarcofficemoveto8500CreeksideRevisionChangesmadeinBOLD

We are pleased to offer for your consideration our electrical proposal for the above-mentioned project. This proposalis based on a site walk and information provided. Below is a list of inclusions, exclusions, and clarifications to ourprice.

Proposedscopeofwork:

1. Provideand install(2)L6-30atUPSrackserver room,tobelocatedneartheUPSbranchpanelboard.

2. Provideandinstall(4)L6-30atUPSrackserverroom,tobelocated attheend oftheracking.

3. Providelaborandmaterialstocutinandinstall(3)quadreceptaclesinthenewPrinter room,alltobeshared onthe same circuitperbid walkinstructions.

4. Providelaborandmaterialstocutin andinstall(3)quadreceptaclesand(1)GFCIduplexreceptacleintheRobotlabroom(specificheightscanbe determinedatinstall).

5. Providelaborand materialstocutin and install(4) L6-30receptaclesat60”(+,-)in theRobotLabfornewserver rack.

6. Provide labor and materials to cut in and install (2) L6-30 receptacles at 60” (+, -) in the Mail room(specificheightscanbe determinedat install).

7. Providelaborand materialstocutinandinstall(2)cutinduplex receptaclesin theEmbedder Labto beshared onthe same circuit.

8. Note:MCcablingto beutilized forallbranchcircuitrywiring asdiscussedonsite.

9. Providelaborandmaterialstocoredrill(19)locationsforexteriorcameralocationsonthefirstfloor(assume1”core).

10. Provide labor and materials to install (1) conduit chase and (1) exterior box at each above-mentionedlocation.

11. Provideandinstall(1)quadreceptacleinroom1E024(assumetoberecessed).

12. Coordinationofworktiminganddurationwithcustomer.

13. Updateofpanelschedulesto reflectsystemchanges.

14. Permitting asrequiredfortheproject.

Exclusions:

1. Noreplacementofexistingreceptacles,switches,ortrimplatesincluded.

2. Nocleaning,ballastrepair,orlampreplacementonexistinglightfixturesincluded.

3. Nocutting,patchingorpaintingofdrywallorothersurfacesisincludedin this proposal.

4. Nocoring,GPRscanning,sawcuttingorpatch backisincludedinthisproposal.

5. NoFireAlarm workincludedin thisproposal.

6. NoAVsystem,securitysystemwork,lowvoltagevoiceand data cabling,testing,trimoutorpermittingisincluded.

7. Notemporarypower orlightingincludeddueto theunknown requirementsforthiswork.

8. No new service work, transformers, panelboards, subpanels, etc. We have assumed that the existingpanelboardsareingoodworking condition andhaveadequatecapacityfortheproject.

Clarifications:

Page1 of2

 

Dynalectric Company2225 NW 20th AvenuePortland,OR97209

Phone:503.226.6771

Fax:503.226.7818

ORCCB:66793

1. Pricingvalid for30 daysfromdateofproposalonly,wereservetherightto adjustpricingafter30days.

2. Constructionscheduleismutuallyagreedupon.Alllaboratstraighttime,weekdays,unlessotherwisenoted.

3. All work to be completed during normal business hours unless noted otherwise above. Monday-Friday7:00am-3:30pm.Labor at straighttime rates.

4. Nolaborormaterialhasbeentaken intoconsiderationfortherepairofexistingelectricalinstallationsneededtomake themfunctional orNECcode compliant.

5. Lightingfixturepackagesand/orpartsspecifiedbyothersthatrequireadownpaymentpriortomaterialdelivery shall notbe thefinancialresponsibilityofDynalectric Oregon.

6. Wehaveincludeda.39%taxforOregon HouseBill3427,orotherversionofsalesorGrossReceiptstaxes.

7. This proposal, including but not limited to pricing and schedule, is made contingent upon the Workaddressed herein not being adversely affected, either directly or indirectly, by the COVID-19 pandemicand/ortheCoronavirus.Thisproposalisfurther conditionedupon thepartiesagreeing,inwriting,priortobeginning any work, that any delays, shortages, or extra costs incurred as a result of the COVID-19pandemic or Corona virus will entitle Contractor to a change order equitably addressing impacts to itsperformanceandcosts.

8. Subcontractandconstructionscheduleshallbemutuallyagreedupon.

9. No considerations for accelerated schedule have been made in this proposal. If schedule is to beaccelerated,additionalcostsmustbenegotiatedpriorto commencementofwork.

10. To the extent this quotation/proposal includes materials and/or equipment that contain or are comprised ofsteel, copper, aluminum and petroleum-based products the price set forth herein for such items isguaranteed for a period of 30 days from the date of this quotation/proposal. The parties agree that thepricing for such items in this quotation/proposal is guaranteed only for such time, and after such time,Dynalectric reserves the right to increase the price set forth herein for such items to reflect the then-currentprice of such items.In addition, any materials and/or equipment that contain manufactured components orare finished goods from countries with newly imposed trade tariffs, trade barriers or embargos by the U.S.DepartmentofCommerceandtheU.S.TradeRepresentative(USTR)arealsosubjectto priceincreases.

Summary:

$ 18,885.00

TotalProposal

 

Thankyou,

BenEidem

BenEidem

AssistantProjectManager/Estimator(503)849-9943

beidem@dyna-oregon.com

Page2 of2

 

	PROPOSAL
Digimarc 8500SWCreeksidePlBeaverton,OR97008 (503)469-4848	CreeksideMove Revision:2Modified:1/14/2022

PresentedBy:

Hyphn

620NE19thAve

Portland,OR97232UnitedStateshyphn.com

hyphn.com

 

SCOPEOFWORK

 

NetworkCabling:

• Install(2)Cat6to(1)wallplatelocationin1E024/ChairStorage.RoutetoMDFR1CRU22.

• Install(3)Cat6toeachof(2)wallplatelocationsinRobotLab1.RoutetoIDF1W020.

• Install(4)Cat6toeachof(2)wallplatelocationsinRobotLab2.RoutetoIDF1W020.

• Install(4)Cat6to(1)wallplatelocationin1C016/Electrical.RoutetoMDFR1CRU22.

• Relocate(1)Cat6fromeachof(2)wallplatelocationsandplacetogetherinnewwallplatelocation.

• Placenew24-portpatchpanelathead-endlocationtoaccommodatenewconnections.

• Terminate,labelandtestallcabling.

WirelessAccessPoints:

• Install(1)Cat6toeachof(23)newownerprovidedaccesspointlocations.Seenotesbelowforrouting.

• Placenew24-portpatchpanelateachhead-endlocationtoaccommodatenewconnections.

• Relocate(11)existingaccesspoints.Locationsshownonprints.

• Remove(9)existingaccesspoints,coilabandonedcableandmarkforfutureuse.

• Terminate,labelandtestallcabling.

SecurityCameras:

• Install(1)Cat6toeachof(19)newcameralocationsandinstallownerprovidedcameras.Seenotesforrouting.

• Placenew24-portpatchpanelateachhead-endlocationtoaccommodatenewconnections.

• Remove(22)existingcamerasandinstallnewownerprovidedcamerainexistinglocation.

• Terminate,labelandtestallcabling.Pointandfocusallcameras.

AccessControl:

• Relocate(1)existingaccesscontroldevicestoadjacentdoorandreroutewiring.

• Verifylabelingexistsonallexistingwiringbeforeremovingfrompanel.

• Removeexistingpanels.Existingwiringtobelandedonnewcontrolpanelstobeinstalled.

• Programaccesscontrolsystem,labelallwiringandtestsystemfunctionality.

Fiber Extensions:[DataCenter]:

• Install24-strandOM4armoredfiberbetweenDataCenterandIDF1W020.

• Splicecassettesonbothendsofconnectionandplaceinassociatedenclosures.

• InIDF,install1Urackmountedsplicetrayandplacecassettehere.

• InDataCenter,placecassetteintonew2Usplicetrayinstalledinrack.New2Utrayreplacesexisting1Utray,moveexistingfibersintonewtray.

[CDSLab]:

• Install12-strandOM4armoredfiberbetweenlabandDataCenter.

• Splicecassettesonbothendsofconnectionandplaceinassociatedenclosures.

• InLab,installwall-mountenclosuretohousecassette.

• InDataCenter,placecassetteintonew2Usplicetrayinstalledinrack.

[COMLab]:

• Install12-strandOM4armoredfiberbetweenlabandDataCenter.

• Splicecassettesonbothendsofconnectionandplaceinassociatedenclosures.

• InLab,installwall-mountenclosuretohousecassette.

• InDataCenter,placecassetteintonew2Usplicetrayinstalledinrack.

• Labelandtestallstrands.

Pathway:

• PlaceJ-hooksasneededforhorizontalcablingtonewlocations.

Page1of1

Hyphn

 

NetworkCabling

 

1D2SLWallplateLocation[1E024toMDFR1CRU22]

Wiringforadualdatanetworkwalllocation.(2)Cat6cables,jacksandwallplate.

1ArlingtonLV1

LowVoltageMountingBracket

1CommscopeSLFP2PortA.WHT

FaceplateKit,labeled,1-gang,2port,alpinewhite

500CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

2CommscopeUSL600-A.WHT

USL600-A.WHT-CommscopeCAT6SLAlmondWhiteJack

2CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

1D4SLWallplateLocation[1C016toMDFR1CRU22]

Wiringforaquaddatanetworkwalllocation.(4)Cat6cables,jacksandwallplate.

1ArlingtonLV1

LowVoltageMountingBracket

1CommscopeSLFP4PortA.WHT

FaceplateKit,labeled,1-gang,4port,alpinewhite

1000CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

4CommscopeUSL600-A.WHT

USL600-A.WHT-CommscopeCAT6SLAlmondWhiteJack

4CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

Equipment:

Labor:

$978.51

$1,067.37

NetworkCablingTotal$2,045.88

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page2of18

*PriceIncludesAccessories

 

WirelessAccessPoints:1stFloorEast

 

1

8

9.6

.

-Install(8)newCat6toindividuallydesignatedWAPlocations.CablingtoroutetoMDFR1Aswt-99.

-Reroutecablingfor(6of7)existingWAPstonewlocationsmarkedonprint.

-Remove(3)existingWAPsandcoilcablingmarkedforfutureuse.

.

CommscopeSLPatchPanel24-port1U

DiscreteDistributionModulePanel,SL,UTP,1U,24port

D1SLCeilingWAPLocation

Wiringforwirelessaccesspointlocation,(1)Cat6toeachindividualWAP.

2000CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

8CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

HyphnLV-GeneralLabor

Laborallocationforremovingand/orrelocatingexistingWAPs.

Equipment:

Labor:

$1,286.06

$2,219.35

 

WirelessAccessPoints:1stFloorEastTotal$3,505.41

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page3of18

*PriceIncludesAccessories

 

WirelessAccessPoints:1stFloorWest

 

.

-Install(7)newCat6toindividuallydesignatedWAPlocations.CablingtoroutetoIDF1W020swt-56.

-Reroutecablingfor(2of5)existingWAPstonewlocationsmarkedonprint.

-Remove(2)existingWAPsandcoilcablingmarkedforfutureuse.

.

1CommscopeSLPatchPanel24-port1U

DiscreteDistributionModulePanel,SL,UTP,1U,24port

7D1SLCeilingWAPLocation

Wiringforwirelessaccesspointlocation,(1)Cat6toeachindividualWAP.

1750CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

7CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

6HyphnLV-GeneralLabor

Laborallocationforremovingand/orrelocatingexistingWAPs.

Equipment:

Labor:

$1,134.69

$1,707.65

WirelessAccessPoints:1stFloorWestTotal$2,842.34

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page4of18

*PriceIncludesAccessories

 

WirelessAccessPoints:2ndFloorEast

 

1

6

4.8

.

-Install(6)newCat6toindividuallydesignatedWAPlocations.CablingtoroutetoIDF2E007swt-64.

-Reroutecablingfor(2of4)existingWAPstonewlocationsmarkedonprint.

-Remove(2)existingWAPsandcoilcablingmarkedforfutureuse.

.

CommscopeSLPatchPanel24-port1U

DiscreteDistributionModulePanel,SL,UTP,1U,24port

D1SLCeilingWAPLocation

Wiringforwirelessaccesspointlocation,(1)Cat6toeachindividualWAP.

1500CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

6CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

HyphnLV-GeneralLabor

Laborallocationforremovingand/orrelocatingexistingWAPs.

Equipment:

Labor:

$983.32

$1,433.95

 

WirelessAccessPoints:2ndFloorEastTotal$2,417.27

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page5of18

*PriceIncludesAccessories

 

WirelessAccessPoints:2ndFloorWest

 

.

-Install(2)newCat6toindividuallydesignatedWAPlocations.CablingtoroutetoIDF2W021swt-69.

-Reroutecablingfor(1of3)existingWAPstonewlocationsmarkedonprint.

-Remove(2)existingWAPsandcoilcablingmarkedforfutureuse.

.

1 CommscopeSLPatchPanel24-port1U

DiscreteDistributionModulePanel,SL,UTP,1U,24port

2 D1SLCeilingWAPLocation

Wiringforwirelessaccesspointlocation,(1)Cat6toeachindividualWAP.

500CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

2CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

4.8HyphnLV-GeneralLabor

Laborallocationforremovingand/orrelocatingexistingWAPs.

Equipment:

Labor:

$377.84

$815.15

WirelessAccessPoints:2ndFloorWestTotal$1,192.99

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page6of18

*PriceIncludesAccessories

 

SecurityCameras

 

.

-EastsidecamerasroutetoR1A,installstonew24-portpatchpanelplacedinRU39.

-WestsidecamerasroutetoIDF1W020,installstoRack1,RU22,SWT-56.

.

1CommscopeSLPatchPanel24-port1U

DiscreteDistributionModulePanel,SL,UTP,1U,24port

Equipment:	$75.10
Labor:	$29.75
SecurityCamerasTotal	$104.85

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page7of18

*PriceIncludesAccessories

 

SecurityCameras:Exterior

 

.

-EastsidecamerasroutetoR1A,installstonew24-portpatchpanelplacedinRU39.

-WestsidecamerasroutetoIDF1W020,installstoRack1,RU22,SWT-56.

.

.

-Exteriorpenetrationstobeprovidedbyothers.

.

19VerkadaCD62-30E-HW

[OFE]-Powerful,UltraHD4Koutdoordomewith3xopticalzoomandintelligentedge-basedvideoanalytics.

4750CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

19CommscopeUSL600-BLK

UnipriseUSLSeriesModularJack,RJ45,category6,T568A/T568B,unshielded,withoutdustcover,black

19VerkadaACC-MNT-2

[OFE]-Mountingarmkitforpendantcap

19VerkadaACC-MNT-8

[OFE]-Pendantcapmountkit

Equipment:	$2,876.03
Labor:	$8,922.40
SecurityCameras:ExteriorTotal	$11,798.43

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page8of18

*PriceIncludesAccessories

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page9of18

SecurityCameras:Interior

 

.

-EastsidecamerasroutetoR1A,installstonew24-portpatchpanelplacedinRU39.

-WestsidecamerasroutetoIDF1W020,installstoRack1,RU22,SWT-56.

.

22.8HyphnLV-GeneralLabor Laborallocatedtocameraswapsinexistinglocations.IncludesremovalofexistingcamerasandinstallationofnewVerkadacameras.
Equipment:	$0.00
Labor:	$2,261.00
SecurityCameras:InteriorTotal	$2,261.00
	AccessControl
4.8HyphnAC-GeneralLabor
Laborallocatedtoremovalofexistingaccesscontrolpanelsincludingverifyinglabelsonwiringandandtailoringtoaccommodatenewhead-endpanels.
6VerkadaAC41-HW
[OFE] - Verkada Access combines enterprise-grade access control with apowerful,cloudbasedmanagementplatformforasolutionthat’salwayssimple,secure,andready forscale.

6HyphnPathwayMaterial-Fixed

6VerkadaACC-BAT-4AH

[OFE]-Verkada4AHBackupBatteryforAC41

Equipment:	$600.00
Labor:	$5,350.40
AccessControlTotal	$5,950.40

*PriceIncludesAccessories

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page10of18

AccessControl:ExistingLocations

 

1Digimarc-AccessDoor[Relocate]

1 ADVLSHES5000C-630[OFE]-ElectronicDoorstrike

250Belden18-2C-CMP-NA

[OFE] - 6300UE 877U1000 Unshielded Electronic Cable,Plenum,PVCInsulation,Natural,18AWG,2Conductor,1000ft.Box

1GRIGRIGeorge180MC-12-WContact

[OFE]-RECESSED3/4"STEELDOORCLOSEDLOOP/MC-180DOORCHANNELMAGNET,WHITE

250Belden22-2C-CMP-NA

[OFE] - 6500UE 877U1000 Unshielded Electronic Cable,Plenum,PVCInsulation,Natural,22AWG,2Conductor,1000ft.Reel

1KantechKantechT-REXLT-NL

[OFE]-T.REXREQUESTTOEXITDETECTORW/TAMPERANDTIMER(WHITE)

250Belden22-2C-CMP-NA

[OFE] - 6500UE 877U1000 Unshielded Electronic Cable,Plenum,PVCInsulation,Natural,22AWG,2Conductor,1000ft.Reel

1VerkadaAC31-HW

[OFE]-AD31Multi-formatCardReader

1ArlingtonLV1

LowVoltageMountingBracket

250Belden22-4C-CMP-NA

[OFE] - 6502UE 877U1000 Unshielded Electronic Cable,Plenum,PVCInsulation,Natural,22AWG,4Conductor,1000ft.Reel

Equipment:

Labor:

$1.55

$1,528.26

AccessControl:ExistingLocationsTotal$1,529.81

 

*PriceIncludesAccessories

 

CDSLab

 

.

-FiberroutestoDataCenter,installsinnew2Usplicetray.

.

300CommscopeOM4MM12strArmrPlenumFiber

LazrSPEED®FiberDistributionCable,OM4,InterlockingAluminumArmor,Plenum,12Fiber,Aqua

1 CommscopeFiberSpliceEnclosure,WallMountSingleCassette

WallMountBuildingEnclosureconfiguredforoneLGX/1000Stylemodule,splicecassetteoradapterpack

2 CommscopeOM4LCCassettePNL-CS-12LCX-PTOM4Splicingcassette,12LC,900µm

Equipment:

Labor:

$1,950.26

$3,185.00

CDSLabTotal$5,135.26

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page11of18

*PriceIncludesAccessories

 

ComLab

 

300

1

2

2

.

-FiberroutestoDataCenter,installsinnew2Usplicetray.

-CopperroutestoIDF1W020Rack1RU22,ports11-24.

-3-portcopperinstallstoRobotLab11C022.

-4-portcopperinstallstoRobotLab21C023.

.

CommscopeOM4MM12strArmrPlenumFiber

LazrSPEED®FiberDistributionCable,OM4,InterlockingAluminumArmor,Plenum,12Fiber,Aqua

1 CommscopeFiberSpliceEnclosure,WallMountSingleCassette

WallMountBuildingEnclosureconfiguredforoneLGX/1000Stylemodule,splicecassetteoradapterpack

2 CommscopeOM4LCCassettePNL-CS-12LCX-PTOM4Splicingcassette,12LC,900µm

CommscopeSLPatchPanel24-port1U

DiscreteDistributionModulePanel,SL,UTP,1U,24port

D3SLWallplateLocation

Wiringforatripledatanetworkwalllocation.(3)Cat6cables,jacksandwallplate.

2ArlingtonLV1

LowVoltageMountingBracket

2CommscopeSLFP3PortA.WHT

FaceplateKit,labeled,1-gang,3port,alpinewhite

1500CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

6CommscopeUSL600-A.WHT

USL600-A.WHT-CommscopeCAT6SLAlmondWhiteJack

6CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

D4SLWallplateLocation

Wiringforaquaddatanetworkwalllocation.(4)Cat6cables,jacksandwallplate.

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page12of18

*PriceIncludesAccessories

 

2ArlingtonLV1

LowVoltageMountingBracket

2CommscopeSLFP4PortA.WHT

FaceplateKit,labeled,1-gang,4port,alpinewhite

2000CommscopeUniprise-CS34P-Bl

CS34PETLVerifiedCategory6U/UTPCable,plenum,bluejacket,4paircount,1000ft(305m)length,CommPak

8CommscopeUSL600-A.WHT

USL600-A.WHT-CommscopeCAT6SLAlmondWhiteJack

8CommscopeUSL600-BLK

Uniprise USL Series Modular Jack, RJ45, category 6,T568A/T568B,unshielded,withoutdustcover,black

Equipment:

Labor:

$4,303.70

$5,671.49

ComLabTotal$9,975.19

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page13of18

*PriceIncludesAccessories

 

DataCenter

 

.

-Replace1Usplicetraywithnew2Usplicetray.Moveexistingfibertonewenclosure.LandnewfibersfromCOM/CDSLabsinthistray.

-Install24-strandarmoredOM4betweenDataCenterandIDF1W020.DataCentersidelandsinnew2Uenclosure.IDFsidelandsinnew1Uenclosure.

	.
1		CommscopeFiberSpliceTray,RackMountSD-2U
		StandardDensity2UslidingPanel,accepts(6)LGX/1000stylesplicecassettes,modulesorpanels,providingupto72duplexLCports
300		CommscopeOM4MM24strArmrPlenumFiber
		LazrSPEED®FiberDistributionCable,OM4,InterlockingAluminumArmor,Plenum,24Fiber,Aqua

1 CommscopeFiberSpliceTray,RackMountSD-1U

StandardDensity1UslidingPanel,accepts(3)LGX/1000stylesplicecassettes,modulesorpanels,providingupto36duplexLCports

2 Commscope OM4 LC Cassette PNL-CS-24LCX-PTLazrSPEED®OM4Splicingcassette,24LC,900μm

3.6HyphnLV-GeneralLabor

Laborallocatedtoswappingexisitngsplicetraytolargerversionandmovingcassettes.

Equipment:

Labor:

$3,939.15

$4,354.00

DataCenterTotal$8,293.15

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page14of18

*PriceIncludesAccessories

 

Pathway

 

100

100

CaddyJ-Hook2"diaw/Clip

2"J-Hookw/Clip

CaddyJ-Hook3/4"diaw/Clip

CADDY®CABLECATJ-Hook3/4in.Dia.,Assembledto4Z34,1/8thru3/8in.Flange

Equipment:	$1,273.00
Labor:	$952.00
PathwayTotal	$2,225.00

General

 

1HyphnMiscellaneousParts-Fixed

MiscellaneousPartsincludingbutnotlimitedtovelcro,zipties,tape,screws/bolts,andpathway.

1IdealIndustriesRJ-45ModPlug

ModularPlugs,RJ-45,50perPackage,8Contact8Position,DataCords

Equipment:	$1,050.64
Labor:	$5.95
GeneralTotal	$1,056.59

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page15of18

*PriceIncludesAccessories

 

Permit

 

1HyphnLowVoltagePermit

LowVoltagePermitandFees

Equipment:	$142.50
Labor:	$119.00
PermitTotal	$261.50

TermsandConditions

 

1HyphnInvoicingPaymentTerms:Exception1

ExceptiontoSection1.D.oftheTermsandConditionsagreement:

Deposits:Nodepositrequired.

1HyphnInvoicingPaymentTerms:Exception2

ExceptiontoSection2.A.oftheTermsandConditionsagreement:

PaymentTerms:Balanceisdueinfullnet30daysfromdateofinvoice.

1HyphnNottoExceed

Not to Exceed Amount. The Agreement amount is considered to be a Not-to-Exceedamount,whichamountshallbethemaximumamountpayableandshallnotbeexceededunlessadjustedbyaSupplementalAgreement.

1HyphnTermsandConditions

PleaseenterthebelowurlinyourwebbrowsertoviewourTechnologyTermsandConditions.

https://www.hyphn.com/technology-terms

Bysigningbelowyouareagreeingthatyouhavereadandaccepttheabovereferencedtermsandconditionsaswritten.

Equipment:

Labor:

$0.00

$0.00

TermsandConditionsTotal$0.00

 

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page16of18

*PriceIncludesAccessories

 

EquipmentSubtotal:	$20,972.35
LaborSubtotal:	$39,622.72
ProjectSubtotal:	$60,595.07

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page17of18

*PriceIncludesAccessories

 

PROJECTSUMMARY

 

Equipment:	$20,972.35
Labor:	$39,622.72
CATTax:	$242.38
GrandTotal:	$60,837.45

Client:CharlesBeckDate

Contractor:

Hyphn

Date

CreeksideMove

ProjectNo:DIGIM-0007Rev.21/18/2022

Page18of18

 

Dynalectric Company2225 NW 20th AvenuePortland,OR97209

Phone:503.226.6771

Fax:503.226.7818

ORCCB:66793

January 26, 2022To:BillMiles

Digimarc

9405 SW Gemini DriveBeaverton OR97008

Re:Digimarcofficemoveto8500 CreeksideRevision3 ChangesmadeinBOLD

We are pleased to offer for your consideration our electrical proposal for the above-mentioned project. This proposalis based on a site walk and information provided. Below is a list of inclusions, exclusions, and clarifications to ourprice.

Proposedscopeofwork:

1. Provideand install(2)L6-30atUPSrackserver room,tobelocatedneartheUPSbranchpanelboard.

2. Provideandinstall(4)L6-30atUPSrackserverroom,tobelocated attheend oftheracking.

3. Providelaborandmaterialstocutinandinstall(3)quadreceptaclesinthenewPrinter room,alltobeshared onthe same circuitperbid walkinstructions.

4. Providelaborandmaterialstocutin andinstall(3)quadreceptaclesand(1)GFCIduplexreceptacleintheRobotlabroom(specificheightscanbe determinedatinstall).

5. Providelaborand materialstocutin and install(4) L6-30receptaclesat60”(+,-)in theRobotLabfornewserver rack.

6. Provide labor and materials to cut in and install (2) L6-30 receptacles at 60” (+, -) in the Mail room(specificheightscanbe determinedat install).

7. Providelaborand materialstocutinandinstall(2)cutinduplex receptaclesin theEmbedder Labto beshared onthe same circuit.

8. Note:MCcablingto beutilized forallbranchcircuitrywiringasdiscussedonsite.

9. Providelaborandmaterialstocoredrill(19)locationsforexteriorcameralocationsonthefirstfloor(assume1” core).

10. Providewaterproofingand/orcaulkingatallexteriorpenetrations(assumepaintingcompletebyothers).

11. Provide labor and materials to install (1) conduit chase and (1) exterior box at each above-mentionedlocation.

12. Provideand install(1)quadreceptaclein room1E024(assumeto berecessed).

13. Coordinationofworktiminganddurationwithcustomer.

14. Updateofpanelschedulesto reflectsystem changes.

15. Permitting asrequiredfortheproject.

Exclusions:

1. Noreplacementofexistingreceptacles,switches,ortrimplatesincluded.

2. Nocleaning,ballastrepair,orlampreplacementonexistinglightfixturesincluded.

3. Nocutting,patchingorpaintingofdrywallorothersurfacesisincludedin thisproposal.

4. Nocoring,GPRscanning,sawcuttingorpatch backisincludedinthisproposal.

5. NoFireAlarm workincludedin thisproposal.

6. NoAVsystem,securitysystemwork,lowvoltagevoiceand data cabling,testing,trimoutorpermittingisincluded.

7. Notemporary powerorlightingincluded dueto theunknown requirementsforthiswork.

8. No new service work, transformers, panelboards, subpanels, etc. We have assumed that the existingpanelboardsareingood workingcondition andhaveadequatecapacity fortheproject.

Page1 of2

 

Dynalectric Company2225 NW 20th AvenuePortland,OR97209

Phone:503.226.6771

Fax:503.226.7818

ORCCB:66793

Clarifications:

1. Pricingvalid for30 daysfromdateofproposalonly,wereservetherightto adjustpricingafter30days.

2. Constructionscheduleismutuallyagreedupon.Alllaboratstraighttime,weekdays,unlessotherwisenoted.

3. All work to be completed during normal business hours unless noted otherwise above. Monday-Friday7:00am-3:30pm.Labor at straighttime rates.

4. Nolaborormaterialhasbeentaken intoconsiderationfortherepairofexistingelectricalinstallationsneeded tomake themfunctional orNECcode compliant.

5. Lightingfixturepackagesand/orpartsspecifiedby othersthatrequireadownpaymentpriortomaterialdelivery shall notbe thefinancialresponsibilityofDynalectric Oregon.

6. This proposal, including but not limited to pricing and schedule, is made contingent upon the Workaddressed herein not being adversely affected, either directly or indirectly, by the COVID-19 pandemicand/ortheCoronavirus.

7. Subcontractandconstructionscheduleshallbemutuallyagreedupon.

8. No considerations for accelerated schedule have been made in this proposal. If schedule is to beaccelerated,additionalcostsmustbenegotiatedpriorto commencementofwork.

9. To the extent this quotation/proposal includes materials and/or equipment that contain or are comprised ofsteel, copper, aluminum and petroleum-based products the price set forth herein for such items isguaranteed for a period of 30 days from the date of this quotation/proposal. The parties agree that thepricing for such items in this quotation/proposal is guaranteed only for such time, and after such time,Dynalectric reserves the right to increase the price set forth herein for such items to reflect the then-currentprice of such items.In addition, any materials and/or equipment that contain manufactured components orare finished goods from countries with newly imposed trade tariffs, trade barriers or embargos by the U.S.DepartmentofCommerceandtheU.S.TradeRepresentative(USTR)arealsosubjectto priceincreases.

Summary:

TotalProposal $ 18,885.00

Thankyou,

BenEidem

BenEidem

AssistantProjectManager/Estimator(503)849-9943

beidem@dyna-oregon.com

Page2 of2

 

EXHIBIT G

Items Installed on the Roof

Five (5) Trane roof top units for cooling the general administrative spaceTwo(2)Tranecondenserunits thatsupportthedataroom

30

155462073.8

HB:4860-1276-1863.11