911 EAST COLORADO BOULEVARD OFFICE LEASE

2 NORTH LAKE JVa California Limited Liability Company

Landlord

and

WOODRIDGE PRODUCTIONS, Inc.a California Corporation

Tenant

TABLE OF CONTENTS

PageReference

ARTICLE 1 - PREMISES…………………………………………………………………… 4ARTICLE 2 -TERM ………………………………………………………………………… 4ARTICLE 3 - RENT ................................................................................... ......................... 5ARTICLE 4 - DIRECT EXPENSES ADJUSTMENT ......................................................... 6ARTICLE 5 - TAX ADJUSTMENT .................................................................................... 8ARTICLE 6 - SECURITY DEPOSIT ................................................................................... 9ARTICLE 7 - USE ................................................................................................................. 9ARTICLE 8 - SERVICES AND UTILITIES ........................................................................ 10ARTICLE 9 - ALTERATIONS ............................................................................................. 12ARTICLE 10 - REPAIRS ...................................................................................................... 13ARTICLE 11 - ASSIGNMENT AND SUBLETTING ......................................................... 13ARTICLE 12 - INDEMNIFICATION .................................................................................. 15ARTICLE 13 - DESTRUCTION OR DAMAGE ................................................................. 16ARTICLE 14 - WAIVER OF SUBROGATION .................................................................. 17ARTICLE 15 - RULES AND REGULATIONS .................................................................... 17ARTICLE 16 - ENTRY BY LANDLORD ............................................................................ 17ARTICLE 17 - DEFAULT ..................................................................................................... 18ARTICLE 18 - LANDLORD'S RIGHT TO CURE DEFAULTS .......................................... 19ARTICLE 19 - ATTORNEYS' FEES…….............................................................................. 19ARTICLE 20 - HOLDING OVER .......................................................................................... 19ARTICLE 21 - WAIVER ........................................................................................................ 19ARTICLE 22 - EMINENT DOMAIN ..................................................................................... 20ARTICLE 23 - SALE BY LANDLORD ................................................................................. 20ARTICLE 24 - SUBORDINATION ........................................................................................ 20ARTICLE 25 - NO MERGER ................................................................................................. 21ARTICLE 26 - SURRENDER OF PREMISES ...................................................................... 21ARTICLE 27 - ESTOPPEL CERTIFICATE ............ ~ ........................................................... 21ARTICLE 28 - NO LIGHT, AIR OR VIEW EASEMENT ..................................................... 22ARTICLE 29 - NOTICES ........................................................................................................ 22ARTICLE 30 - INTENTIONALLY DELETED ..................................................................... 22ARTICLE 31 - SUCCESSORS ................................................................................................ 22ARTICLE 32 - INSURANCE.................................................................................................. 22ARTICLE 33 - MISCELLANEOUS ........................................................................................ 23

Exhibit “A” Floor PlanExhibit “B” Rules and Regulations

OFFICE LEASE

This lease is entered into by and between the landlord and tenant specified in the Basic LeaseInformation (hereinafter "Landlord" and "Tenant" respectively).

Date:BASIC LEASE INFORMATION

Landlord: 2 NORTH LAKE JV, LLC

Tenant: WOODRIDGE PRODUCTIONS, Inc.

Building: 911 East Colorado Boulevard, Pasadena, California

Section PageSection 1.1 4 Premises: A portion of the third (3rd) floor of the Building commonly

known as Suite 300 Third (3rd) floor.Section 1.2 4 Rentable area of

Office Space WithinThe Building:

Section 1.2 4 Rentable Area ofPremises:

Section 2.1 4 TermCommencement:

Section 2.1 4 Term ExpirationDate:

Section 2.2 4 Condition ofPremises:

Approximately 24,216 square feet

Approximately 3,184 square feet

On or about October 15, 2013.

November 30, 2014

Landlord shall provide one dedicated separately metered 20 amp circuit for Tenant’s computer server and an air-conditioning unit in the server room (designated on attached Exhibit “A”). Tenant will be billed monthly for the metered usage at $.18/kilowatt hour. Otherwise the Premises shall be delivered its “as-is” condition.

Section 3.1 5 Base Rent: $7,164.00 per month, fully serviced Section 3.4 5 Advance Rent: $7,164.00

Section 4.1 5 Base Year 2014Section 4.1 5 Tenant’s

Percentage Share:13.1483%

Section 6.1 9 Security Deposit: $7,164.00Section 7.1 9 Non- Exclusive

Use:Section 29.1 22 Tenant’s Address

for Notices:Section 29.1 22 Tenant’s Address

Prior to Occupancy:

Section 29.1 22 Landlord’sAddress forNotices:

With a copy to:

Section 33.11 24 Landlord’sBroker:

Non- exclusive general office use consistent with general office uses in the City of Pasadena Pasadena

2 North Lake JV, LLC911 E. Colorado Blvd., Suite 210Pasadena, CA 91106Attn: Building Manager

2 North Lake JV, LLC25 East Foothill Blvd., 3rd FloorArcadia, CA 91006

MacVaugh & Co.

Section 33.11 24 Tenant’s Broker:Section 33.13 24 Parking

PrivilegesThe right but not the obligation to lease up to 10 parking spaces at the Building’s prevailing rates, currently $90.00 per space, per month unreserved and $130.00 per space, per month reserved.

Special Provision(s):

1. Cleaning and Maintenance: As part of the Operating Expenses for the Building, Landlord will clean Tenant’s premises five (5) nights per week (excluding nationally recognized holidays).

2. Heating, Ventilation And Air Conditioning: Except for national recognized holidays, Landlord, as part of the Operating Expenses for the Building, shall furnish heating, ventilation and air conditioning Monday through Friday, from 7:00 a.m. to 6:00 p.m. and onSaturdays, from 9:00 a.m. to 1:00 p.m.

3. Signage: Landlord shall at Landlord’s sole cost and expense, install Tenant’s name on the Building’s lobby directory and standard door signage adjacent to the interior entrance of the Premises.

In the event of any conflict between this Basic Lease Information and the other terms of this Lease, the other terms of this Lease shall control.

Article 1 - Premises

Section 1.1. Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the term and subject to the agreements, conditions and provisions contained in the Basic Lease Information and hereinafter set forth, to each and all of which Landlord and Tenant hereby mutually agree, those certain premises shown on E x hi b it " A" attached hereto (the "Premises"), which Premises are located in the building specified in the Basic Lease Information (the “Building”). For purposes of this Lease, the term Building includes the Building's parking facility (the "Parking Facility"). The vertical boundaries of the Premises shall extend from the unfinished surface of the floor to and including the finished ceiling, except that Tenant's cabling, non-building standard lighting fixtures and special heating, ventilating and air conditioning equipment located in and above the finished ceiling shall be deemed part of the Premises.

Section 1.2. Rentable Area. The Rentable Area of the Premises and the Building are agreed to be the numbers of square feet respectively specified in the Basic Lease Information.

Section 1.3. Common Areas. "Common Areas" shall mean the lobby, plaza and sidewalk areas, Parking Facility (as hereinafter defined), and the areas on individual floors in the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit of all tenants and invitees and shall also mean those areas of the Building devoted to mechanical and service rooms servicing the Building. TheCommon Areas shall be subject to the exclusive management and control of Landlord. Landlord shall have the right from time to time to designate, relocate and limit the use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights in any person.

Article 2 – Term

Section 2.1. Term. The term of the Lease (the "Term") shall commence on the "Term Commencement Date" specified in the Basic Lease Information, and, unless sooner terminated as hereinafter provided, the Term shall end on the "Term Expiration Date" specified in the Basic Lease Information. Tenant may take early occupancy of the premises upon execution of the lease. In permitting early entry, Landlord shall have the right, in its sole discretion, to establish such rules, regulations and conditions as Landlord deems appropriate. Upon confirmation of the Term Commencement Date the parties will execute an Acknowledgement of Term Commencement Date in the form attached hereto as Exhibit "B".

Section 2.2. Condition of Premises. As specified in Base Lease Information.

Section 2.3. Option to Extend Term. Tenant is given the option to extend the Term hereof for two (2) additional o n e (1) year periods (the “Option Terms”) following expiration of the initial term stated in the Basic Lease information (the “Initial Term”), by giving written notice of exercise of each such option (the “Option Notice”) to Landlord not less than s ix (6) months but not more than n ine (9) months prior to the expiration of the Initial Term. Notwithstanding the foregoing, if an Event of Default is existing on the date of giving the Option Notice, Tenant shall have no right to extend the Term and this Lease shall expire at the end of the Initial Term; or if an Event of Default is existing on the date the Option Term is to commence, the Option Term shall not commence. The Annual Base Rent for the First Option Term shall be $7,378.92. The Annual Base Rent for the second Option Term shall be $7,600.29.

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Article 3 - Rent

Section 3.1. Base Rent. Tenant shall pay to Landlord for the use of the Premises, in lawful money of the United States, Annual Base Rent in the amount specified in the Basic Lease Information (subject to adjustment as provided in Artic l es 4 a n d 5 ), payable without notice or demand in equal monthly installments in advance, beginning on the Term Commencement Date and on the first day of each calendar month thereafter during the Term in the sum specified in the Basic Lease Information (the "Monthly Base Rent").

Section 3.2. Payment. All payments required to be made by Tenant under this Lease shall be made without any setoff, deduction or counterclaim whatsoever and shall be made payable to and delivered to Landlord at the office of Landlord in the Building or such other place as Landlord may designate.

Section 3.3. Partial Months. If the Term Commencement Date is a day other than the first day of a calendar month or if the Term expires or is terminated on a day other than the last day of a calendar month, then the Monthly Base Rent for the first and last fractional months of the Term shall be prorated on the basis of a thirty (30) day month.

Section 3.4. Advance Rent. Upon execution of this lease, Tenant shall pay to Landlord the sum specified in the Basic Lease Information as "Advance Rent." The Advance Rent shall be applied to Tenant's obligation to pay Monthly Base Rent for the first month or months in which Monthly Base Rent is due.

Article 4 - Direct Expenses Adjustment

Section 4.1. Increased Direct Expenses. The “Base Year” is that calendar year specified in the Basic Lease Information. The Annual Base Rent payable during each calendar year of the Term subsequent to the Base Year shall be increased by Tenant’s Percentage Share (as specified in the Basic Lease Information) of any increase in direct expenses (“Direct Expenses” as defined in Section 4.2) paid or incurred by Landlord during such calendar year over the amount of Direct Expenses paid or incurred by Landlord during the Base Year (which increase is hereinafter referred to as “Increased Direct Expenses”). Direct Expenses which vary with occupancy and which are attributable to any part of the Term, including the Base Year, in which less than ninety-five percent (95%) of the rentable office area of the Building is occupied by tenants, shall be adjusted by Landlord to the amount which Landlord reasonably believes they would have been if ninety-five percent (95%) of the rentable office area of the Building had been so occupied. If during all or any part of any calendar year Landlord does not furnish any particular item of work or service to portions of the Building due to the fact that such portions are not occupied or leased, or because such item of work or service is not required or desired by the tenant of such space, or such tenant is itself obtaining and providing such item of work or service, or for any other reason, then for the purpose of computing Direct Expenses for such calendar year, (the Direct Expenses shall be increased by an amount equal to the additional operating and maintenance expenses which would reasonably have been incurred by Landlord during such period if it had furnished such item of work or service to such portions of the Building. Landlord may, at or after the start of any calendar year subsequent to the Base Year, notify Tenant of the amount which Landlord estimates will be Tenant's monthly share of Increased Direct Expenses for such calendar year, and the amount thereof shall be added to the Monthly Base Rent payments required to be made by Tenant in such year. A Statement (the “Statement”) of the Increased Direct Expenses payable by Tenant for each year subsequent to the Base Year shall be given to Tenant within60 calendar days after the end of each calendar year. If Tenant's share of any Increased Direct Expenses as shown on such Statement is greater or less than the total amounts actually paid by Tenant during the year covered by such Statement, then within fifteen (15) days after receipt of the Statement, Tenant shall pay in cash any suns owed Landlord or, if applicable, Tenant shall receive a credit against any rent next accruing forany sum owed Tenant. If this Lease expires or is terminated on a day other than the last day of a calendar year, the amount of Increased Direct Expenses payable by Tenant during the year in which this Lease expires or is terminated shall be prorated on the basis which the number of days from the commencement of the calendar year to and including the date on which this Lease expires or is terminated bears to three hundred sixty five(365), and shall be due and payable monthly in advance notwithstanding the expiration or earlier termination of the Term. Following the expiration or termination of this Lease, Landlord may deliver to Tenant an estimate of the final Statement for such partial calendar year. If Tenant's Percentage Share of Increased Direct Expenses for such partial calendar year as shown on such estimated Statement is greater than the total amount ofIncreased Direct Expenses actually paid by Tenant during such partial calendar year, Tenant shall, within fifteen (15) days after receipt of such estimated final Statement, pay to Landlord the amount of the deficiency. Whether or not Landlord has delivered to Tenant an estimated Statement at the end of the Term, following expiration of the calendar year in which this Lease expired or was terminated, Landlord shall give a final Statement to Tenant for such calendar year. If Tenant's share of any Increased Direct Expenses as shown onthe final Statement is greater or less than the total amount of Increased Direct Expenses actually paid by Tenant during the year covered by the final Statement, then within fifteen (15) days after receipt of the Statement, the appropriate party shall pay to the other party any sums owed. Under no circumstances shall”Controllable” Direct Expenses increase more than 5% over the previous year.

Section 4.2. Direct Expenses. “Direct Expenses” as used herein shall include all costs, charges and expenses of every kind, nature and description incurred from time to time in the course of ownership, management, operation, repair and maintenance of the Building, the Premises, the Common Areas and the areas adjacent thereto, including, without limitation:

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(a) Controllable Direct Expenses - wages, salaries and other compensation and benefits, as well as any adjustment thereto, for employees, independent contractors and agents of Landlord.

(b) Costs of service, maintenance and inspection contracts for landscaping, janitorial, window cleaning, rubbish removal, exterminating, fire/life safety, elevator, escalator, telephone cable distribution, plumbing, electrical and mechanical equipment and the costs of purchasing or renting mechanical equipment, supplies, tools, materials and uniforms.(c) Premiums and other charges (including costs of claims adjustments and deductible amounts) for commercial general liability and property insurance, and such other insurance coverage, in such amounts, as Landlord, in its sole discretion, elects to maintain, including, without limitation, workers' compensation, earthquake, loss of rents, terrorism and civil commotion coverage.

(d) Costs of providing electricity, water, gas, steam, sewer, telephone, communication and other utility services.

(e) Sales, use and excise taxes on goods and services purchased by Landlord.

(f) License, permit and inspection fees.

(g) Attorneys', accountants' and consultants’ fees.

(h) Fees for management and accounting services and costs incidental thereto, whether provided by an independent management company, Landlord, or an affiliate of Landlord.

(i) The costs of any capital improvements, equipment or devices installed or paid for by Landlord (i) required to conform with any change in laws, rules, regulations or requirements of any governmental or quasi- governmental authority having jurisdiction not applicable to the Building as of the date of original construction or of the board of fire underwriters or similar insurance body or, (ii) to effect a labor saving, energy saving or other economy, to the extent of the reasonably anticipated cost savings, amortized over the lesser of(A) ten (10) years: (B) the “pay back period:” or (C) the useful life of such capital improvement, equipment or device (as determined by Landlord), as well as interest on the unamortized balance at the prime rate as defined below (the “Prime Rate”) on the date the costs are incurred or such higher rate as may have been paid by Landlord on borrowed funds. The “pay back period” shall be the period within which the anticipated savings from the use of such capital improvement, equipment or device, as determined by Landlord, will equal the cost of the subject capital improvement, equipment or device.

(j) The costs of (i) exterior window draperies and coverings provided by Landlord, (ii) carpeting and wall coverings in the Common Areas, and (iii) other furnishings in Common Areas which, as a result of normal use, require periodic replacement, amortized over the useful life of such improvements (as determined by Landlord).

(k) Depreciation or amortization of the costs or materials, tools, supplies and equipment purchased by Landlord to enable Landlord to supply services which Landlord might otherwise contract for with a third party where such depreciation and amortization would otherwise have been included in the charge for such third party's services.

(l) Office rent or rental value for office space in the Building used or furnished by Landlord for the management and operation of the building.

(m) Compliance with air, water and noise quality and or contro1 statutes, laws, codes, rules and regulations including, without limitation, statutes, laws, codes, rules and regulations relating to toxic substances or hazardous wastes.

(n) Fees for local civic organizations and dues for professional and trade associations

(o) Costs of minor capital improvements or expenditures where such improvement or expenditure costs less than Five Thousand Dollars ($5,000.).

(p) Costs incurred for the parking operations in the Parking Facility or the Building.

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

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Section 4.3. Exclusions From Direct Expenses. Direct Expenses shall not include:

(a) Leasing commissions, attorneys’ fees, costs, and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, other occupants, or prospective tenants or other occupants, or legal fees incurred in connection with this Lease.(b) Expenses incurred in construction of tenant improvements or otherwise in improving or decorating space for tenants or other occupants of vacant space.

(c) Landlord's costs of electricity and other services sold or provided to tenants in the Building for which Landlord is reimbursed as a separate additional charge over and above the basic rent or escalation payment payable under the lease with such tenant.

(d) Costs incurred by Landlord for alterations which are considered capital improvements and replacements under generally accepted accounting principles consistently applied, and all other costs of a capital nature including, but not limited to, capital improvements, capital repairs, capital equipment and capital tools, all in conformity with generally accepted accounting principles consistently applied, except as expressly permitted pursuant to Section 4.2.

(e) Depreciation of the Building.

(f) Amounts paid to subsidiaries or other affiliates of Landlord (i.e.. persons or companies controlled by, under common control with, or which control, Landlord) for services in or to the Building, the land on which it is situated or the Premises (or any portion of any of the foregoing) to the extent only that the cost of such services exceeds the competitive cost of such services were they not so rendered by a subsidiary or other affiliate of Landlord.

(g) Payments or principal, interest, late fees, prepayment fees or other charges on any debt secured by a mortgage or mortgages covering the Building, or rental payments under any ground or underlying Lease or leases (except to the extent allocable to the payment of real property taxes).

(h) Landlord's general administrative overhead expenses for services not specifically performed for the Building, or salaries of any officer or employee of Landlord (or any subsidiary or affiliate of Landlord) above the level of building or general manager or equivalent.

(i) Any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord at a profit, excluding concierge services.

(j) All items and services for which Tenant pays directly to third parties.

(k) Advertising and promotional expenditures.

(1) Any fines, or penalties incurred due to violations by Landlord of any governmental rule or authority.

(m) Costs and expenses of the original design and construction of the Building.

(n) Costs incurred in connection with the presence of hazardous materials not brought onto theBuilding by Tenant.

Section 4.4. Statement of Increased Direct Expenses. The annual Statement of increased Direct Expenses shall be made by or verified by an accounting or auditing officer of Landlord. Within six (6) months after receipt of the Statement, Tenant shall be entitled, upon ten (10) business days prior written notice and during normal business hours, at Landlord's office or such other place as Landlord shall designate, to inspect and examine those books and records of Landlord relating to the determination of Direct Expenses for only the immediately preceding calendar year. Any third party engaged by Tenant to inspect or examine the books and records shall be a certified public accountant from a nationally or regionally recognized accounting firm and such accountant shall not be compensated on a contingency fee or similar basis. If after inspection and examination of such books and records, Tenant disputes the amounts of Direct Expenses charged by Landlord, Tenant may, by written notice to Landlord, request an independent audit of such books and records. The independent audit of the books and records shall be conducted by a certified public accountant (“CPA”) acceptable to both Landlord and Tenant. If, within thirty (30) days after Landlord's receipt of Tenant’s notice requesting an audit, Landlord and Tenant are unable to agree on the CPA to conduct such audit, then Landlord may designate a nationally recognized accounting firm not then employed by Landlord or Tenant to conduct

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such audit. The audit shall be limited to the determination of the amount of Direct Expenses for the subject calendar year. If the audit discloses that the amount of increased Direct Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable. All costs and expenses of the audit shall be paid by Tenant unless the audit shows that Landlord overstated Direct Expenses for the subject calendar year by more than five percent (5%), in which case Landlord shall pay all costs and expenses of the audit. Tenant shall keep any information gained from such audit confidential and shall not disclose it to any other party. The exercise by Tenant of its audit rights hereunder shall not relieve Tenant of its obligation to timely pay all sums due hereunder, including, without limitation, the disputed Increased Direct Expenses.

Article 5 - Tax Adjustment

Section 5.1. Increased Taxes. The Annual Base Rent payable during each calendar year of the Term subsequent to the Base Year shall be increased by Tenant's Percentage Share (as specified in the Basic Lease Information) of any increase in taxes (“Taxes” as defined in Section 5.2) paid or incurred by Landlord during such calendar year over the amount of Taxes paid or incurred by Landlord during the Base Year (which increase is hereinafter referred to as Increased Taxes”). Landlord may, at or after the start of any calendar year subsequent to the Base Year, notify Tenant of the amount which Landlord estimates will be Tenant's monthly share of Increased Taxes for such calendar year, and the amount thereof shall be added to the Monthly Base Rent payments required to be made by Tenant in such year. Statements of the Increased Taxes payable by Tenant for each year subsequent to the Base Year shall be given to Tenant within a reasonable period of time after the end of each calendar year. If Tenant’s share of any Increased Taxes as shown on such statement is greater or less than the total amounts actually paid by Tenant during the year covered by such statement, then within fifteen (15) days thereafter, Tenant shall pay in cash any sums owed Landlord or, if applicable, Tenant shall receive a credit against any rent next accruing for any sum owed Tenant. If Landlord contests the amount or validity of any Taxes or otherwise seeks a reduction in or refund of Taxes and as a result Taxes are reduced or refunded Landlord shall receive 15% of any refund or credit together with reimbursement of actual costs incurred, as compensation for having successfully contested or challenged the subject Taxes. Tenant's proportionate share of the balance of any refund or credit shall, at Landlord's election, be refunded to Tenant or credited against Taxes next accruing. Tenant shall only share in such refund or credit if the tax year with respect to which the refund or credit is issued was during the Term and subsequent to the Base Year and the amount to be refunded or credited shall in no event exceed the Taxes actually paid by Tenant with respect to such year. If Taxes for the Base Year are reduced, Landlord shall adjust the computation of Base Year Taxes and revise all prior and future billings for Increased Taxes accordingly and Tenant shall pay any sums due as a result of such revisions within thirty (30) days of receipt of invoice therefor. If this Lease expires or is terminated on a day other than the last day of a calendar year, the amount of Increased Taxes payable by Tenant during the year in which the Lease expires or is terminated shall be prorated on the basis which the number of days from the commencement of the calendar year to and including the date on which the Lease expires or is terminated bears to three hundred sixty-five (365). Following the expiration or termination of this Lease, Landlord may deliver to Tenant an estimate of the final statement for such partial calendar year. If Tenant’s Percentage Share of Increased Taxes for such partial calendar year as shown on such estimated statement is greater than the total amount of Increased Taxes actually paid by Tenant during such partial calendar year, Landlord shall have the right to deduct the amount of the deficiency from any Deposit held by Landlord pursuant to Section 6.1 of this Lease. If there is no Deposit, or if all of such Deposit has previously been applied by Landlord, Tenant shall, within fifteen (15) days after receipt of such estimated final statement, pay to Landlord the amount of the deficiency whether or not Landlord has delivered to Tenant an estimated statement at the end of the Term, following expiration of the calendar year in which the Lease expired or was terminated, Landlord shall give a final statement of Increased Taxes for such calendar year. If Tenant’s share of any Increased Taxes as shown on such final statement is greater or less than the total amounts of Increased Taxes actually paid by Tenant during the year covered by the statement, then within fifteen (15) days thereafter the appropriate party shall pay to the other party any sums owed.

Section 5.2. Taxes. “Taxes” as used herein shall include all taxes, assessments and charges (including costs and expenses of contesting the amount or validity thereof or seeking a reduction by appropriate administrative or legal proceedings) levied upon or with respect to the Building, the land on which the Building is situated or any personal property of Landlord, or Landlord’s interest in the Building, the land or such personal property, including, without 1imitaton, all real property taxes and general and special assessments: charges, fees, levies or assessments for transit, housing, police, fire or other governmental services or purported benefits to the Building; service payments in lieu of taxes: and any tax, fee or excise on the act of entering into this Lease or any other lease of space in the Building, on the use or occupancy of the Building or any part thereof, relating to transit impact and mitigation, or on the rent payable under any lease or in connection with the business of renting space in the Building, which may now or hereafter be levied or assessed against Landlord by the United States of America, the State of California, or any political subdivision, public corporation, district or other political or public entity, and any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for, or as an addition to (in whole or in part) any other property taxes, whether or not now customary or in the contemplation of the parties on the date of this Lease. In addition, “Taxes” shall include the costs (amortized over such period as Landlord shall reasonably determine) of any transit impact development fees, housing and child care contributions or other similar or dissimilar impositions required of Landlord by the City of Pasadena, County of Los Angeles or the State of

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California and interest on the unamortized balance at the Prime Rate prevailing from time to time. Taxes shall not include net income, documentary transfer, gift, estate or inheritance taxes.

Section 5.3, Additional Taxes. In addition to the Monthly Base Rent and other charges to be paid byTenant hereunder, Tenant shall reimburse Landlord upon demand for any and all taxes, surcharges, levies, assessments, fees and charges payable by Landlord, whether or not now customary or within the contemplation of the parties hereto: (a) upon, measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Premises, or the cost or value of any leasehold improvements, (but only to the extent such leasehold improvements are separately assessed) regardless of whether title to such improvements shall be in Tenant or Landlord: (b) upon or measured by any rent payable hereunder, including, without limitation, any gross income tax, gross receipts tax or excise tax levied by the city and/or county where the Building is located, the State of California, the federal government of the United States or any other governmental body with respect to the receipt of such rent; (c) upon or with respect to the possession, 1easing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (d) or upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

Article 6 - Security Deposit

Section 6.1. Security Deposit. Tenant has deposited with Landlord the sum specified in the Basic Lease Information as the “Deposit” The Deposit shall be held by Landlord as security for the faithful performance by Tenant of all of the provisions of this Lease to be performed or observed by Tenant. If Tenant fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or other charge in default, or for the payment of any other sum to which Landlord may become obligated by reason Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Deposit, Tenant shall within ten (10) days after demand therefore deposit cash with Landlord in an amount sufficient to restore the Deposit to the full amount thereof and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Deposit separate from its general accounts. If Tenant performs all of Tenant's obligations hereunder, the Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant’s interest hereunder) at the expiration of the Term, and after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. Tenant waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of execution of this Lease, that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Tenant or Tenant's officers, agents, employees, independent contractors, or invitees, including any damage award received by Landlord pursuant to Section 1951.2 of the California Civil Code.

Article 7 - Use

Section 7.1. General. The Premises shall be used only for the purposes specified in the Basic LeaseInformation.

Section 7.2. No Nuisance or Waste. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them or use or allow the Premises to be used for any improper, immoral or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on, or about the Premises. Tenant shall not commit or suffer the commission of any waste in, on, or about the Premises.

Section 7.3. No Illegal Use. Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall not do or permit anything to be done in or about the Premises or bring or keep anything therein which will in any way increase the rate of fire insurance upon the Building or any of its contents, provided, Landlord acknowledges that the use of the Premises for the Permitted Use set forth in the Basic Lease Information will be deemed not to be a violation of this provision. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, and requirements now in force or which may hereafter be in force, and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use, or occupancy of the Premises, excluding structural changes not related to or affected by Tenant's alterations or improvements. The judgment of any court of competent jurisdiction or the admission of Tenant in an action against Tenant, whether Landlord be a party thereto or not, that Tenant has so violated any Jaw, statute, ordinance, or governmental rule, regulation, or requirement, shall be conclusive evidence of such violation as between Landlord and Tenant.

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Section 7.4. Hazardous Substances. Tenant shall not cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials (a “Release"). Tenant shall not allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials, nor allow to be brought into the Building any such materials or substances except to use in the ordinary course of Tenant's business, and them only after written notice is given to Landlord of the identity of such substances or materials. Without limitation, hazardous substances and materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U .S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended 42 U.S.C. Section 6901 ct seq., any applicable state or local laws and the regulations adopted under these acts. If any lender or governmental agency requires testing to ascertain whether there has been any Release, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such requirement applies to the Premises. In addition Tenant shall execute affidavits, representations and the like from time to time at Landlord's request concerning Tenant's best knowledge and belief regarding the presence of hazardous substances or materials on the Premises. In all events, Tenant shall indemnify Landlord, its partners, lenders and property manager, its and their agents and employees from and against any and all clean- up costs and expenses, losses, damages, claims, or liability for any damage to any property or injury, illness or death of any person from any Release on the Premises occurring while Tenant is in possession, or elsewhere if caused by Tenant or persons acting under Tenant. The covenants contained herein shall survive the expiration or earlier termination of the Lease. California Health and Safety Code Section 25359.7(b) requires any tenant of real property who knows, or has reasonable cause to believe, that any release of a hazardous substance has come to be located on or beneath such real property to give written notice of such condition to the owner. Tenant shall comply with the requirements of Section 25359.7(b) and any successor statute thereto and with all other statutes, laws, ordinances, rules, regulations and orders of governmental authorities with respect to hazardous substances. Landlord shall have the right to pursue all legal and equitable remedies available to it in the event of failure of Tenant to comply with the requirements of this Section 7.4.

Section 7.5. Alterations to Common Areas. If changes or alterations are made by Landlord to any portion of the Building other than the Premises, Landlord shall not thereby be subject to any liability nor shall Tenant be entitled to any compensation or any diminution or abatement of rent and such changes or alterations shall not be deemed to be a constructive or actual eviction or a breach of Landlord's covenant of quiet enjoyment. Notwithstanding the foregoing, if as a result of exercising its rights under this Section 7.5, Landlord materially interferes with access to or use of the Premises by Tenant, and as a result, Tenant is prevented from using and does not use, the Premises, for five (5) consecutive business days (the "Eligibility Period"), then Tenant's obligation to pay Rent, Increased Operating Expenses and Increased Taxes shall be abated, from and after the first day following the last day of the Eligibility Period and continuing for such time that Tenant continues to be prevented from using and does not use, the Premises. Landlord shall also have the right to limit or control access to the Building by third parties other than Tenant, its employees, customers and patrons. Such limitation or control upon access may include, without limitation, establishing procedures for deliveries by messengers and caterers.

Article 8 - Services and Utilities

Section 8.1. General Landlord shall:

(a) Operate or cause the operation in season of the heating, ventilating and air-conditioning ("HVAC') system serving the Premises during ordinary business hours ("Ordinary Business Hours" as such term is defined in the Rules and Regulations attached hereto as Exhibit "D" and incorporated herein by reference) at such temperatures and in such amounts as Landlord determines are reasonably required for the comfortable occupancy of the Premises or as may be permitted or controlled by applicable laws, ordinances, rules and regulations. Any HVAC provided by Landlord to Tenant during other than Ordinary Business Hours shall be furnished only upon at least twenty-four (24) hours prior written request of Tenant and at Tenant's sole cost and expense, which shall be an amount equal to Landlord's cost (including, without limitation, depreciation, maintenance and overhead) of supplying HVAC to the Premises. Tenant shall also be responsible for and shall pay Landlord any additional costs (including, without limitation, the costs of installation of additional HVAC equipment) incurred because of the failure of the HVAC system to perform its function due to arrangement of partitioning in the Premises or changes or alterations thereto, from any use of heat-generating machinery or equipment, from occupancy of the Premises exceeding one (1) person per one hundred fifty (150) square feet of rentable area from failure of Tenant to keep all HVAC vents within the Premises free of obstruction or from failure to keep curtains and other window coverings closed during those periods required by rules and regulations promulgated by Landlord. All sums due from Tenant under the provisions of this Subsection shall be considered rent and shall be due and payable not later than ten (10) days after receipt of Landlord's invoice.

(b) Provide access to warm and cold water in the lavatories on each floor and., subject to any applicable provisions of Title 24 of the California Code of Regulations or any similar governmental, municipal or public utility rules or regulations concerning energy consumption, make customary arrangements with public utilities and or public agencies to furnish electric current to the Premises in amounts sufficient for normal lighting by overhead 'fluorescent fixtures and for normal use of personal computers, copying/imaging machines and other office machines of similar electrical consumption,

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but not including electricity required for independent air-conditioning units, special communications equipment, special lighting or any other item of electrical equipment which (singly) consumes more than is standard for technological items used in support the Tenant’s normal business operations (collectively "High-Consumption Equipment”). Tenant shall not install any High-Consumption Equipment in the Premises without Landlord's written consent. Notwithstanding, Tenant shall have the right to install electrical boxes, cables, outlets, and power sources such that their equipment functions properly and efficiently in the normal course of business. Landlord shall have no obligation to install dedicated circuits or other special circuitry or wiring. If Landlord reasonably determines that Tenant is consuming electric current (other than for Building-standard ceiling light fixtures) in excess of .0038 kilowatt-hours per square foot of usable area in the Premises per month, Landlord shall have the right to charge Tenant an amount equal to Landlord's reasonable estimate of Tenant's excess electrical usage and shall have the further right to install an electric current meter in the Premises to measure the amount of electric current consumed on the Premises, however, no such determination can be made ad hoc vis-à-vis other potential high energy consumers, if any, within the building. The cost of such meter, special conduits, wiring and panels needed in connection therewith and the installation, maintenance and repair thereof shall be paid for by Tenant, and Tenant shall pay Landlord within ten (l0) business days after demand for all such costs, in addition to the costs of excess electric current as shown by such meter. Tenant shall have the ability to independently monitor and verify any electrical usage deemed excess beyond the allowable kilowatt-hours enumerated above.

(c) Operate, maintain, clean, light, heat, ventilate and air-condition the Common Areas and provide Building lobby visitor reception services and after hours access monitoring. Landlord shall not be liable to Tenant for losses due to theft or burglary, or for damages done by unauthorized persons in or about the Building. Landlord shall provide elevator service in the Building on a twenty- four (24) hours per day, seven (7) days per week basis.

(d) Provide janitorial service during other than Ordinary Business Hours on each weekday, exclusive of holidays, subject to access being granted to the person or persons employed or retained by Landlord to perform such work. Landlord shall not be required to provide janitorial services for portions of the Premises used for preparing or consuming food or beverages, for storage, as a mailroom, or for a lavatory (other than the Common Area lavatory rooms).

(e) Subject to the procedures contained in the rules and regulations, provide access to the telephone cable distribution system on the floor where the Premises are located. All costs of supplementing or reinforcing the capacity of the telephone cable distribution system to accommodate Tenant's needs shall be borne by Tenant.

Section 8.2. Changes to and Supplementary Services. From time to time during the Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided such modified services are consistent with those then offered by other owners of first class office buildings in the City of Pasadena. Tenant shall pay Landlord, at the charges established by Landlord from time to time, for all supplementary services requested by Tenant and provided by Landlord or its agents, which charges shall be payable by Tenant upon demand by Landlord. Such supplementary services shall include, without limitation, maintenance, repair, janitorial, cable TV hookup, fiber optic network, cleaning and other services provided during hours other than Ordinary Business Hours and or in amounts not considered by Landlord as standard.

Section 8.3. Interruption of Access, Use or Services. Landlord shall not be liable for any failure to provide access to the Premises, to assure the beneficial use of the Premises or to furnish any services or utilities when such failure is caused by natural occurrences, riots, civil disturbances, insurrection, war, court order, public enemy, accidents, breakage, strikes, lockouts, other labor disputes, the making of repairs, alterations or improvements to the Premises or the Building, the inability to obtain an adequate supply of fuel, gas, steam, water, electricity, communication services, labor or other supplies, performance of required governmental "shut down" tests and inspections or by any other condition beyond Landlord's reasonable control, and Tenant shall not be entitled to any damages resulting from such failure, nor shall such failure relieve Tenant of the obligation to pay all sums due hereunder or constitute or be construed as a constructive or other eviction of Tenant. If any governmental entity promulgates or revises any statute, ordinance or building, fire or other code, or imposes mandatory or voluntary controls or guidelines on Landlord or the Building or any part thereof, relating to the use or conservation of energy, water, gas, steam, light, communication services or electricity or the provision of any other utility or service provided with respect to this Lease, or if Landlord is required or elects to make alterations to the Building in order to comply with such mandatory or voluntary controls or guidelines, Landlord may, in its sole discretion, comply with such mandatory or voluntary controls or guidelines, or make such alterations to the Building. Neither such compliance nor the making of such alterations shall in any event entitle Tenant to any damages, relieve Tenant of the obligation to pay any of the sums due hereunder, or constitute or be construed as a constructive or other eviction of Tenant.

Section 8.4. Abatement. Notwithstanding any contrary provision of this Lease, if (i) Landlord materially interferes with access to the Premises, or (ii) Landlord fails in any material respect to provide to the Premises any of the utilities and services required to be provided under Article 8 of this Lease, which failure is not caused by the negligence or willful misconduct of Tenant or its agents, contractors or employees, and is not due to the occurrence of a casualty or condemnation or force majeure event, and as a result, Tenant is prevented from using and does not use, the Premises, for five (5) consecutive business days (the "Eligibility

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Period"), then Tenant's obligation to pay Rent, Increased Operating Expenses and Increased Taxes shall be abated, from and after the first day following the last day of the Eligibility Period and continuing for such time that Tenant continues to be prevented from using and does not use, the Premises.

Article 9 - Alterations

Section 9.1. General. Tenant shall neither make nor cause to be made any alterations, additions or improvements (collectively "Alterations") in, on or to any portion of the Building or the Common Areas outside of the interior of the Premises. Tenant shall not make or suffer to be made any Alterations in, on or to the Premises or any part thereof without the prior written consent of Landlord, which consent will not be unreasonably withheld; provided, however, that (i) Landlord may withhold its consent in its sole discretion if any proposed Alterations will adversely affect the structure or safety of the Building or its communications, electrical, plumbing, HVAC, mechanical or life safety systems and (ii) Landlord’s consent shall not be required for purely cosmetic alterations (paint and carpet). When applying for any such consent, Tenant shall furnish complete plans and specifications for the desired Alterations, unless the cost thereof is less than One Thousand Dollars ($1,000.00). Subsequent to obtaining Landlord's consent and prior to commencement of construction of the Alterations, Tenant shall deliver to Landlord the building permit and a copy of the executed construction contract covering the Alterations. If Landlord consents to the making of any Alterations, the same shall be made by Tenant at Tenant's sole cost and expense, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord. For Alterations affecting the Building's structural, electrical, mechanical, plumbing or life safety systems, Tenant must use those approved contractors designated by Landlord. Tenant shall provide, at its expense, such completion, performance and/or payments bonds as Landlord considers necessary with respect to such construction work, Tenant shall also require its contractor to maintain insurance in amounts and in such form as Landlord may require. Any construction, alteration, maintenance, repair, replacement, installation, removal or decoration undertaken by Tenant in connection with the Premises shall be completed in accordance with the plans and specifications approved by Landlord, shall be carried out in a good, workmanlike and prompt manner, shall comply with all applicable statutes, laws, ordinances, regulations, rules, orders and requirements of the authorities having jurisdiction thereof, and shall be subject to supervision by Landlord or its employees, agents or contractors. Without Landlord's prior written consent Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Building in order to comply with any applicable statutes, laws, ordinances, regulations, rules, orders or requirements (e.g. ordinances intended to provide full access to handicapped persons), then Tenant shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by Tenant shall remain on and be surrendered with the Premises upon the expiration or sooner termination of the Term, except Tenant shall upon demand by Landlord, given at the time consent to the applicable Alteration is given, at Tenant's sole cost and expense, forthwith and with all due diligence remove all or any portion of any Alterations made by Tenant which are designated by Landlord to be removed, and Tenant shall forthwith and with all due diligence, and at its sole cost and expense, repair and restore the Premises to their original condition, reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant shall have no obligations to remove any hard improvements or built-in furniture initially constructed and paid for out of the Tenant Improvement Allowance.

Section 9.2. Notice. Tenant shall give Landlord at least fifteen (15) days prior written notice of commencement of any work of construction, alteration, maintenance, repair or replacement in order to enable Landlord to pest and record notices of non-responsibility. Tenant shall keep the Premises, Common Areas, Building and the real property upon which the Building is situated free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant, Within ten (10) days after completion of any Alterations, Tenant shall deliver to Landlord fully executed California Civil Code Section 3262 lien releases from each contractor and subcontractor performing work in the Building.

Section 9.3. Labor Relations. If any construction, alteration, addition, improvement or decoration of the Premises by Tenant interferes with the harmonious labor relations in existence in the Building, all such work shall be halted immediately by Tenant until such time as construction can proceed without any such interference.

Section 9.4. Indemnity. Tenant shall indemnify, defend, and hold Landlord and its managing agent harmless against any and all loss, cost, damage, injury and expense arising out of or in any way related to claims for work or labor performed, or materials or supplies furnished, to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Premises, the Common Areas or the Building, whether or not Tenant obtained Landlord's permission to have such work done, labor performed, or materials or supplies furnished, unless such work, labor, materials or supplies were provided by Landlord.

Article 10 - Repairs

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Section 10.1. Repairs. Tenant shall take good care of the Premises and shall make all repairs to all improvements within the Premises, whether constructed by or at the direction of Landlord or Tenant, in order to preserve the Premises in good working order and condition; provided that Tenant shall not make any repairs in or to the walls, ceilings, flooring or electrical or telephone/communication closets, or any other similar major repairs ("Major Repairs") without Landlord's prior written approval which approval may be withheld in Landlord's sale discretion. At Landlord's option, Landlord may elect to make the necessary Major Repairs. Tenant shall reimburse Landlord, upon demand, for the cost of all Major Repairs and for the cost of any and all structural repairs or replacements to the Premises necessitated or occasioned by the acts, omissions or negligence of Tenant or any person claiming through or under Tenant, or any of their servants, employees, contractors, agents, visitors or licensees, or by use or occupancy or manner of use or occupancy of the Premises by Tenant or any such person. Landlord Shall not be liable for, and, except as otherwise set forth in Section 8.4, there shall be no abatement of rent with respect to, any injury to or interference with Tenant's business arising from any repairs, maintenance, alteration or improvement in or to any portion of the Premises, the Common Areas or the Building or in or to the fixtures, appurtenances or equipment therein. Tenant hereby waives all right to make repairs at Landlord's expense under the provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code. All damage or injury done to the Premises or the Building by Tenant or by any person who may be in or upon the Premises with Tenant's consent or at Tenant's invitation, shall be paid for by Tenant, and Tenant shall, at the termination of this Lease, surrender the Premises to Landlord in as good condition and repair as when accepted by Tenant, reasonable wear and tear excepted.

Article 11 - Assignment and Subletting

Section 11.1. General. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (a) assign, mortgage, pledge, encumber or otherwise transfer this Lease, the term or estate hereby granted, or any interest hereunder; (b) permit the Premises or any part thereof to be utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or otherwise); or (c) except as hereinafter provided, sublet the Premises or any part thereof. Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord's consent shall be voidable and, at Landlord's election" shall constitute a default. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of a controlling percentage of the capital stock of Tenant or the sale of fifty percent (50%) or more of the value of the assets of Tenant, shall be deemed a voluntary assignment of this Lease by Tenant. The phrase "controlling percentage" shall mean the ownership of, and the right to vote, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of Tenant's capital stock issued, outstanding, and entitled to vote for the election of directors. The preceding two sentences shall not apply to corporations, the stock of which is traded through an exchange or over the counter. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law of any partner or partners owning a total of fifty percent (50%) or more of the partnership, or the dissolution of the partnership, shall be deemed a voluntary assignment of this Lease by Tenant. If Tenant consists of more than one person, a purported assignment, voluntary, involuntary, or by operation of law, by anyone of the persons executing this Lease shall be deemed a voluntary assignment of this Lease by Tenant.

Section 11.2. Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign or sublet all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the "Transfer Date"), Tenant shall give Landlord a notice (the "Notice") which shall set forth the name, address and business of the proposed assignee or sublessee, information (including financial statements and references) concerning the character of the proposed assignee or sublessee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit (the "Space"), any rights of the proposed assignee or sublessee to use Tenant's improvements and the like, the Transfer Date, and the fixed rent and or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord, within ten (10) days after Landlord's receipt of the Notice, shall notify Tenant in writing whether Landlord: (a) consents to the proposed, assignment or subletting; or (b) does not consent to the proposed assignment or subletting. If Landlord shall have consented to the proposed assignment or subletting, Tenant may assign or sublet the Space subject to the following conditions:

(a) The assignment or sublease shall be to the person or entity and on the terms set forth in theNotice given to Landlord;

(b) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Space until an executed counterpart of the assignment or sublease has been delivered to Landlord;

(c) Any proposed subletting would not result in more than two (2) subleases of portions of thePremises being in effect at anyone time during the Term; and

(d) Fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting, whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to such sublease)

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shall be payable to Landlord as additional rent under this Lease, after first deducting all of Tenant’s costs incurred in connection with the transfer, without affecting or reducing any other obligation of Tenant hereunder. Tenant shall deliver to Landlord a statement within thirty (30) days after the end of each calendar year in which any part of the Term occurs specifying as to such calendar year, and within thirty (30) days after the expiration or earlier termination of the Term, specifying with respect to the elapsed portion of the calendar year in which such expiration or termination occurs, each sublease and assignment in effect during the period covered by such statement and, (I) the date of its execution and delivery, the number of square feet of the rentable area demised thereby, and the term thereof; and (II) a computation in reasonable detail showing: (a) the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Section 11.2 with respect to such sublease or assignment for the period covered by such statement and (b) the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Section 11.2 with respect to any payments received from a sublessee or assignee during such period but which relate to an earlier period.

Section 11.3. Consent Not to Be Unreasonably Withheld. Landlord shall be permitted to consider any reasonable factor in determining whether to withhold its consent to a proposed assignment or sublease. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if any of the following conditions are not satisfied:

(a) The proposed transferee shall have the financial strength and stability to perform all obligations under this Lease to be performed by Tenant;

(b) The proposed use of the Space by the transferee shall (i) comply with the provisions of Article 7 hereof, (ii) be consistent with the general character of businesses carried on by tenants of a first-class office building, (iii) not increase the likelihood of damage or destruction, (iv) not increase the density of occupancy of the Premises or increase the amount of pedestrian and other traffic through the Building, (v) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, (vi) not require new tenant improvements incompatible with then- existing Building systems and components and (vii) not otherwise have or cause a material adverse impact on the Premises, the Building or Landlord's interest therein;

(c) The proposed transferee shall not be a labor union, foreign or domestic governmental entity, public utility company or other tax-exempt entity as defined in the Internal Revenue Code of1986, as amended;

(d) The proposed transferee shall not be an existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing, or with whom Landlord has had any dealings within the previous six (6) months, with respect to the leasing of space in the Building;

(e) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent thereto; and

(f) Any proposed subletting would not result in more than two (2) subleases of portions of thePremises being in effect at any one time during the Term;

(g) At the time of the request, no Event of Default under this Lease, or under any other lease between Tenant and Landlord or any affiliate of Landlord, shall have occurred and be continuing.

Section 11.4. Continuing Liability of Tenant. Regardless of Landlord's consent, no subletting or assignment shall release Tenant's obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. If any assignee of Tenant or any successor of Tenant defaults in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant of its liability under this Lease. If Tenant assigns this Lease, or sublets all or a portion of the Premises, or requests the consent of Landlord to any assignment or subletting, or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall pay Landlord's reasonable attorneys' fees incurred in connection therewith.

Section 11.5. Bankruptcy. If a petition is filed by or against Tenant for relief under Title 11 of the United States Code, as amended (the "Bankruptcy Code"), and Tenant (including for purposes of this Section Tenant's successor in bankruptcy, whether a trustee or Tenant as debtor in possession) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under the Lease, shall

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be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or other security for the performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall receive, as additional rent, the sums and economic consideration described in Section 11.2. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or documentation, to have assumed all of the Tenant's obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. No provision of this Lease shall be deemed a waiver of Landlord's rights or remedies under the Bankruptcy Code to oppose any assumption and or assignment of this Lease, to require a timely performance of Tenant's obligations under this Lease, or to regain possession of the Premises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have fixed. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

Section 11.6. Limitation on Remedies. Tenant shall not be entitled to, and Tenant hereby waives any right it may have to make any claim for, money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting as provided for in this Article 11. Tenant's sole remedy shall be an action or proceeding to enforce any provision hereof, or for specific performance, injunction or declaratory judgment. Tenant acknowledges that Tenant's rights under this Article 11 satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease.

Article 12 - Indemnification

Section 12.1. Waiver of Liability. Landlord shall not be liable or responsible in any way for, and Tenant hereby waives all claims, whether in contract or tort, against Landlord, its partners, members, shareholders, officers, directors, employees, asset managers and property managers with respect to or arising out of: (a) any death or any injury of any nature whatsoever that may be suffered or sustained by Tenant or any employee, licensee, invitee, guest, agent or customer of Ten ant or any other person, from any causes whatsoever, except for death or injury caused by or resulting from the negligence or willful misconduct of the Landlord, its agents or employees, or (b) except for damage to the improvements in the Premises caused by or resulting from the negligence or willful misconduct of Landlord, its agents or employees, for any loss or damage or injury to any property outside or within the Premises or (c) business interruption or loss of earnings. Without limiting the generality of the foregoing, except for damage to the improvements in the Premises caused by or resulting from the negligence or willful misconduct of Landlord, its agents or employees, Landlord shall not be liable for any damage or damages of any nature whatsoever to persons or property caused by explosion, fire, theft or breakage, by sprinkler, drainage or plumbing systems, by failure of any drainage system, by the interruption of the telephone cable distribution system, any public utility or service, by steam, gas, water, rain or other substances leaking, issuing or flowing into any part of the Premises, by natural occurrence, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or for any damage or inconvenience which may arise through repair, maintenance, construction or alteration of any part of the Building, or by anything done or omitted to be done by any tenant, occupant or person in the Building. Tenant acknowledges and agrees that Landlord has no obligation to carry insurance on: (i) any loss or damage to any of Tenant's personal property and (ii) any loss suffered by Tenant due to interruption of Tenant's business, including without limitation any loss of earnings.

Section 12.2. Indemnity. To the fullest extent permitted by law, and except for claims for which Landlord is required to obtain a waiver of subrogation from its insurers pursuant to Section 14.1, and except to the extent caused by the gross negligence or willful misconduct of Landlord, Tenant shall protect, indemnify, defend and hold Landlord, its partners, members, officers, shareholders, directors, employees, asset managers and property managers harmless from and against any and all losses, damages, claims, or liability for any damage to any property or injury, illness or death of any person: (a) occurring in, on, or about the Premises, or any part thereto arising at any time and from any cause, except where caused by the active negligence or willful misconduct of Landlord, its employees, asset managers or property managers; and (b) occurring in, on, or about any part of the Building other than the Premises, when such damage, injury, illness or death shall be caused in whole or in part by the active negligence or willful misconduct of Tenant, its agents, servants, managers and property managers harmless from and against any and all losses, damages, claims and liability resulting from Tenant's breach of any of its obligations under this Lease, including without limitation. Tenant's obligation to carry specified insurance, and any damage to the Building's telephone cable distribution system caused by Tenant, its contractors, servants, agents, partners, officers, employees, customers, guests, invitees or licensees. The provisions of this Section shall not be limited by the insurance coverage carried or required to

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be carried by Tenant pursuant to Article 32 and shall survive the expiration Or termination of this Lease with respect to any accident, event, damage, injury, illness or death occurring prior to such termination.

Section 12.3. Limitation of Liability. Neither the managing agent nor the partners comprising Landlord, nor the partners, directors or officers of any of the foregoing (collectively, the "Parties") shall be liable for the performance of Landlord's obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord's obligations hereunder and shall not seek any damages against any of the Parties. The liability of Landlord for Landlord's obligations under this Lease shall not exceed and shall be limited to Landlord's interest in the Building and Tenant shall not look to the property or assets of any of the Parties in seeking either to enforce Landlord's obligations under this Lease or to satisfy a judgment for Landlord's failure to perform such obligations.

Article 13 - Destruction or Damage

Section 13.1. Destruction or Damage. In the event of a fire or other casualty in or to the Premises, Tenant shall immediately give notice thereof to Landlord. Except as otherwise expressly provided below, determination as to the amount of damage to the Premises or to the Building's structure, the time required for repair and other issues relating to damage and restoration shall be determined by Landlord's architect, whose determination shall be final and binding on Tenant. The following provisions shall apply to fire, earthquake, act of God, the elements or other casualty occurring in the Premises and or the Building:

(a) Landlord shall not carry insurance on, and shall not be responsible for restoration of damage to, any of the Tenant Items. Subject to the terms of this Article 13, Landlord shall carry insurance on, and shall be responsible for restoration of damage to the Base Building Improvements (as hereinafter defined). For purposes of this Lease, the term "Base Building Improvements" shall refer to those certain improvements described on Exhibit "E" attached hereto and incorporated herein by reference.

(b) Subject to the provisions of Subsec ti on 1 3 . 1 (g ) . if the damage is to any of the TenantItems, then Tenant, at its cost, shall promptly repair such damage.

(c) If (i) the damage is limited solely to the Premises and all repairs to and restoration of damage or destruction to the Base Building Improvements can be Substantially Completed within ninety (90) days from the date of damage or destruction, or (ii) portions of the Building outside the boundaries of the Premises are damaged or destroyed (whether or not the Premises are also damaged or destroyed) and the Base Building Improvements in such portions of the Building can be Substantially Completed within ninety (90) days from the date of damage or destruction, then Landlord shall repair and restore the Base Building Improvements, and shall proceed diligently to do so, provided Landlord receives insurance proceeds sufficient to fund such repairs and restoration. If insurance proceeds sufficient to fund such repairs and restoration are not available, then Landlord, in its sole discretion, may contribute the excess of the (i) cost of such repairs and restoration over (ii) available insurance proceeds and may then undertake such repairs and restoration, in which event this Lease shall remain in full force and effect.

(d) Landlord shall notify Tenant within thirty (30) days after the date of such damage or destruction (i) of the number of days Landlord estimates the repairs and restoration will take, and (ii) whether Landlord elects to fund the cost of repairs and restoration over the available insurance proceeds as provided in subsection (e). Each party shall have the right to terminate this Lease by giving written notice thereof to the other party within fifteen (15) days after the date of such notice from Landlord, if either (A) Landlord's estimate pursuant to subsection (d)(i) is greater than ninety (90) days; or (B) Landlord elects not to fund the cost of repairs and restoration over the available insurance proceeds as provided in subsection (c).

(e) During any period when Tenant's use of the Premises is significantly affected by damage or destruction, rent shall abate proportionately until the earlier of: (i) the date Landlord has Substantially Completed Landlord's repairs and restoration of the Base Building Improvements and, if Landlord elects to undertake such repairs and restoration pursuant to Subsection 13(f), the applicable Tenant Items; and (ii) the date Tenant recommences business in the Premises, and no portion of the rent so abated shall be subject to subsequent recapture; provided that there shall be no such abatement of rent except to the extent that the amount thereof is compensated for and recoverable from the proceeds of business income insurance maintained by Landlord with respect to this Lease, the Premises or the Building. subject to the rights of any Mortgagee (as hereinafter defined) of any Mortgage (as hereinafter defined). Notwithstanding any provision of this Article 13 to the contrary, Landlord may elect, with Tenant's written approval, to undertake repairs and restoration of all or any portion of the Tenant Items; provided, however, upon any such Landlord e1cetion, as a condition precedent to Landlord's obligation to repair or restore such Tenant Items, Tenant shall (i) pay to Landlord upon demand a sum ("Estimated Restoration Payment”) equal to the estimated cost, as determined by a reputable independent contractor designated by Landlord, of repairing and restoring such Tenant Items to their condition prior to the damage or destruction or (ii) furnish to Landlord security (the "Restoration Security") in form and amount reasonably acceptable to Landlord to secure Tenant's obligation to pay all costs of so repairing and restoring such Tenant Items. If Tenant shall fail

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to deliver to Landlord either the Estimated Restoration Payment or the Restoration Security, as applicable, 'Within fifteen (15) days after Landlord's demand therefor, then, notwithstanding Landlord's prior election, Landlord shall have no obligation to restore any Tenant Items and, in such event, any abatement of rent pursuant to Subsection 13(f) shall cease when the restoration of the Base Building Improvements is Substantially Completed. If the actual cost of so repairing and restoring such Tenant Items differs from the amount of any Estimated Restoration Payment paid by Tenant, then (A) if the actual cost exceeds the Estimated Restoration Payment, then Tenant shall pay such deficiency to Landlord within fifteen (15) days after Landlord's demand therefor or (B) if the Estimated Restoration Payment exceeds such actual cost, then Landlord shall apply such excess as a credit against the next installment of Monthly Base Rent accruing hereunder.

(g) Tenant waives the benefit of California Civil Code Sections 1932(2) and 1933(4)providing for termination of hiring upon destruction of the thing hired.

(h) Anything herein to the contrary notwithstanding, Landlord shall have no obligation to repair or restore any portion of the Premises or the Building in the event of damage or destruction occurring during the last six (6) months of the Term and, if Landlord elects to not make such repairs or restoration, Tenant may terminate this Lease by written notice given any time prior to Substantial Completion of the subject repairs or restoration.

(i) At all times during the Term and notwithstanding the parties' obligations under Article 32, Landlord shall be the sole owner of the Premises as existing on the date of this Lease and any additions, alterations or improvements thereto constructed prior to the expiration or earlier termination of the Term to the extent funded by Landlord. At all times during the Term, Tenant shall be the sale owner of any additions, alterations or improvements to the Premises constructed during the Term to the extent paid for by Tenant At the expiration or earlier termination of the Term, any additions, alterations or improvements owned by Tenant during the Term pursuant to the foregoing shall become the property of Landlord and remain upon and be surrendered by Tenant with the Premises, except as otherwise provided in, or as Landlord may elect pursuant to, Section 26.1.

Article 14 - Waiver of Subrogation

Section 14.1. Waiver of Subrogation. Landlord and Tenant shall each have their property insurance policies issued in such form as to provide that the insurer waives any right of subrogation against the other party, its employees, property managers and asset managers. Each party shall indemnify the other against any loss or expense, including reasonable outside attorneys' resulting from the failure to obtain such waiver of subrogation.

Article 15 - Rules and Regulations

Section 15.1. Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations of the Building attached hereto as Exhibit "D" and, after notice thereof, all reasonable modifications thereof and additions thereto from time to time promulgated in writing by Landlord, all of which are hereby incorporated herein by this reference. Landlord shall not be responsible to Tenant for the nonperformance by any other t<man! or occupant of the Building of any of the rules and regulations.

Article 16 - Entry by Landlord

Section 16.1. Entry by Landlord. Landlord may enter the Premises at reasonable hours to: (a) inspect the same; (b) exhibit the space to prospective purchasers, lenders or, during the last nine (9)months of the Term, to tenants; (c) determine whether Tenant is complying with all of its obligations hereunder; (d) supply janitorial service and any other service to be provided by Landlord to Tenant hereunder or to any other tenant of the Building; (e) post notices of non-responsibility; and (f) make repairs required of Landlord under the terms hereof or make repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of the Building; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned by such entry. Landlord shall at all times have and retain a key, access codes and the like with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas agreed upon in writing by Tenant and Landlord). Landlord shall have the right to use any and all means which Landlord maydeem proper to open such doors in an emergency in order to obtain entry to the Premises, and no entry to the Premises obtained by Landlord by any of such means shall under any circumstance be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises or an eviction, actual or constructive, of Tenant from the Premises, or any portion thereof.

Section 16.2. Alterations to Building. Landlord shall have the right from time to time to alter the Building and, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly known, provided any such change does not (a)

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unreasonably reduce, interfere 'with or deprive Tenant of access to the Building or Premises or (b) reduce the usable area (except by a de minimis amount) of the Premises. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, exterior core corridor walls, exterior doors and entrances), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof; as well as access thereto through the Premises For the purposes of operation, maintenance, alteration and repair.

Article 17 - Default

Section 17.1. Events of Default. In addition to any other event specified in this Lease as an event of default, the occurrence of anyone or more of the following events ("Events of Default”') shall constitute a breach of this Lease by Tenant: (a) failure by Tenant to pay any rent, including Increased Direct Expenses and/or Increased Taxes, within five (5) business days following Tenant’s receipt of written notice that said amount was not paid when due; (c) failure by Tenant to pay any other sum when and as the same becomes due and payable if such failure continues for more than ten (10) days after notice of such failure to pay from Landlord; (d) failure by Tenant to perform or observe any other obligations of Tenant hereunder, or to comply with the rules and regulations described herein, if such failure continues for more than ten (10) business days after notice thereof from Landlord, unless such default cannot reasonably be cured within such ten business (10) day period and Tenant shall within such period commence with due diligence and dispatch the curing of such default, and, having so commenced, shall thereafter prosecute or complete with due diligence and dispatch the curing of such default; (e) the making by Tenant of a general assignment for the benefit of creditors, or the admission of its inability to pay its debts as they become due or the filing of a petition, case or proceeding in bankruptcy, or the adjudication of Tenant as bankrupt or insolvent, or the filing of a petition seeking any reorganization, arrangement, composition, enforcement readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or the filing of an answer admitting or failing reasonably to contest the material allegations of a petition filed against it in any such proceeding, or the seeking or consenting to or acquiescence in the appointment of any trustee, receiver or liquidator of Tenant or any material part of its properties; (f) the failure to have any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, dismissed within ninety (90) days after commencement, or the failure to have the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of any material part of its properties vacated within ninety (90) days after such appointment; (g) the failure to have any levy upon this Lease or any estate of Tenant hereunder pursuant to any attachment or execution vacated within ten (10) days after such attachment or execution ; or (h) t h e fa i lure by Ten a nt to de l iver an e st o p p el certi f ic a te wi t h i n t h e t i m e peri o d p r ov i d e d i n Art i cle 27 of t h is Lease, w h ere such fai l ure c on t inues f o r not less th a n t wo (2) bus i n e ss days fo l lowing Tenant’s rece i pt of w r itt e n noti c e of such f ai l ure f r o m Land l ord .

Section 17.2. Landlord's Remedies. If an Event of Default occurs, Landlord, at any time thereafter, may give a written termination notice to Tenant, and on the date specified in such notice (which shall be not less than three (3) days after the giving of such notice), Tenant's right to possession shall terminate and this Lease shall terminate, unless on or before such date all sums identified in such 3 day notice have been paid by Tenant and all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord. If Landlord terminates this Lease pursuant to the provisions of this Section, Landlord shall have all the rights and remedies of a landlord provided by Section 19512 of the California Civil Code or any successor code section. Upon such termination, in addition to any other rights and remedies to which Landlord may be entitled under applicable law, Landlord may recover from Tenant: (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rent loss that Tenant proves could have been reasonably avoided; (0) the worth at the time of award of the amount by which the unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of such rent loss that Tenant proves could be reasonably avoided; and (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (a) and (b) above shall be computed by allowing interest at the rate set forth in Section 17.4 hereof. The worth at the time of award of the amount referred to in clause (0) above shall be computed by discounting such amount at a rate equal to the discount rate of the Federal Reserve Board of San Francisco at the time of award plus one percentage point.

(a) Rent Computation. [Intentionally Deleted]

Section 17.3. Interest. Every installment of rent and every other payment due hereunder from Tenant to Landlord which shall not be paid within ten (10) days after the same shall have become due and payable shall bear interest at Prime Rate plus five percent (5%) per annum, or at the highest rate legally permitted, whichever is less, from the date that the same became due and payable until paid, whether or not demand be made therefor. With respect to the first two (2) delinquencies occurring during any twelve (12) consecutive month period Landlord shall give Tenant ten (10) days notice within which to cure the subject delinquency before assessing the interest charge.

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Section 17.4. Late Charges. Tenant acknowledges that late payment by Tenant to Landlord of Monthly Base Rent or Increased Direct Expenses or Increased Taxes will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any note secured by an encumbrance covering the Premises. Therefore, if any installment of Monthly Base Rent or Increased Direct Expenses or increased Taxes due from Tenant is not received by Landlord when due, Tenant shall pay to Landlord on demand an additional sum equal to five percent (5%) per month of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of such late payment by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount, or prevent Landlord from exercising any of the other rights and remedies available to Landlord. With respect to the first two (2) delinquencies occurring during any twelve (12) consecutive month period Landlord shall give Tenant ten (10) days written notice within which to cure the subject delinquency before assessing the late charge.

Section 17.5. Lease Continues Until Termination. If Tenant has breached this Lease and abandoned the Premises, Landlord may elect to exercise its rights pursuant to California Civil Code Section 1951.4 and to continue this Lease in effect for so long as Landlord does not terminate Tenant's right to possession, and Landlord may enforce all its rights and remedies under this Lease, including the right to recover the rent as it becomes due under this Lease. Acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord's interest under this Lease shall not constitute a termination of Tenant' s right to possession.

Article 18 - Landlord's Right to Cure Defaults

Section 18.1. Right to Cure. All agreements and provisions to be performed by Tenant under any of the terms of this Lease shall be at Tenant's sale cost and expense and without any abatement of rent. If Tenant shall fail to pay any sum of money, other than Monthly Base Rent, required to be paid by it hereunder or shall fail to cure any default and such failure shall continue for ten (10) days after notice thereof by Landlord, then Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations, make any such payment or perform any such act on Tenant's part. All sums so paid by Landlord and all costs incurred by Landlord in taking such action shall be deemed additional rent hereunder and shall be paid to Landlord on demand, and Landlord shall have (in addition to all other rights and remedies of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of rent.

Article 19 - Attorneys' Fees

Section 19.1. Attorneys' Fees. In any action or proceeding brought by either Party against the other under this Lease, the prevailing party shall be entitled to recover court and litigation costs and the fees of its attorneys, consultants and experts, in such action or proceeding (whether at the administrative, trial or appellate levels) in such amount as the court or administrative body may adjudge reasonable.

Article 20 - Holding Over

Section 20.1. Holding Over. If Tenant remains in possession after the expiration or sooner termination of this Lease, all of the terms, covenants and agreements hereof shall continue to apply and bind Tenant so long as Tenant remains in possession insofar as the same are applicable, except that if Tenant remains in possession without Landlord's written consent (regardless of whether Landlord accepts rent payments in a lesser amount during such holdover period), the Monthly Base Rent shall be one and one-fourth (1.25) times the Monthly Base Rent payable for the last month of the Term, prorated on a daily basis for each day that Tenant remains in possession, and Tenant shall indemnify Landlord against any and all claims, losses and liabilities for damages resulting from failure to surrender possession, including, without limitation, any tenancy shall be from month to month, terminable by either party on not less than thirty (30) days written notice.

Article 21 - Waiver

Section 21.1. Waiver. The failure of Landlord to exercise its rights in connection with any breach or violation of any term, covenant or condition herein contained shall not be deemed to be a waiver of such tern, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent.

Article 22 - Eminent Domain

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Section 22.1. Taking of Premises.. If all or any part of the Premises is taken by any public or quasi public authority as a result of the exercise of the power of eminent domain, Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by written notice to the other within thirty (30) days after the date of such taking, provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall, in Landlord's judgment, be of such extent and nature as substantially to handicap, impede and impair Tenant's use of the balance of the Premises. If a material part of the Building is condemned or taken or if substantial alteration or reconstruction of the Building shal1, in Landlord's opinion, be necessary or desirable as a result of such condemnation or taking, Landlord may terminate this Lease by written notice to Tenant within thirty (30) days after the date of taking.

Section 22.2. Condemnation Award. Landlord shall be entitled to any and all compensation, damages, income, rent, awards, and any interest therein whatsoever which may be paid or made in connection with any taking, and Tenant shall have no claim against Landlord for the value of any unexpired te1m of this Lease or otherwise. In the even! of a partial taking of the Premises which does not result in a termination of this Lease, the Monthly Base Rent thereafter to be paid shall be equitably reduced by Landlord. Each party waives the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises.

Section 22.3. Temporary Taking. If all of the Premises shall be temporarily condemned or taken for governmental occupancy for a period of more than one year, this Lease shall terminate as of the date of taking and Landlord shall be entitled to all and all compensation, damages, income, rent and awards in connection therewith.

Article 23 - Sale by Landlord

Section 23.1. Sale by Landlord. A sale or conveyance by Landlord of the Building shall operate to release Landlord from any future liability upon any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant, and Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. This Lease shall not be affected by any such sale, however, and Tenant agrees to attorn to the purchaser or assignee, such attornment to be effective and self- operative without the execution of any further instruments by any of the parties to this Lease.

Article 24 - Subordination

Section 24.1. Subordination of this Lease and Attornment.

(a) This Lease is subject and subordinate to all Mortgages and any Superior Lease, and, at the request of any Mortgagee or Lessor, as applicable, Tenant shall attorn to such Mortgagee, its successors in interest or any purchaser in a foreclosure sale or, as applicable, to such Lessor Of its successor in interest. "Mortgage(s)"means any mortgage, trust indenture or other financing document which may now or hereafter affect the Building, or Landlord's interest or estate therein, or any Superior Lease, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder; "Superior Lease" means any ground lease or underlying lease currently existing or which may hereafter be executed affecting the Building and the leasehold interest created thereby, and all renewals, e:..:tensions, supplements, amendments or modifications thereof or thereto; "Mortgagee(s)" means any mortgagee, trustee or other holder of a Mortgage and "Lessor(s)" means any lessor under any Superior Lease.

(b) If a Mortgagee, Lessor or any other person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or the delivery of a deed or new agreement to accept Tenant's attornment and to recognize Tenant's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Section 24.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request evidencing such attornment and containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the rent payable under this Lease, increase Tenant's obligations under this Lease in any material respect or adversely affect Tenant's rights under this Lease in any material respect. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be:

(i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord's interest and Tenant gives notice of such act or omission);

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(ii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord;

(iii) bound by any prepayment of more than one (l) month' s rent to any prior landlord;

(iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord's interest;

(v) bound by any obligation to perform any work or to make improvements to the Premises except for repairs and maintenance required to be made by Landlord under this Lease, and repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such successor landlord;

(vi) bound by any modification, amendment or renewal of this Lease made without such successor landlord's consent;

(vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or

(viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation.

Tenant shall from time to time within ten (10) days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee or Lessor to effectuate any subordination.

Section 24.2. Subordination of Mortgage. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease in whole or in part, without any need to obtain Tenant's consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth in such document and thereupon this Lease shall be deemed prior to such Mortgage to the extent set forth in such document without regard to their respective dates of execution, delivery and or recording. In that event, to the extent set forth in such document, such Mortgage shall have the same rights with respect to this Lease as would have existed if this Lease -had been executed, and a memorandum thereof, recorded prior to the execution, delivery and recording of the Mortgage.

Article 25 - No Merger

Section 25.1. No Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate any or all existing subleases or sub-tenancies, or operate as an assignment to Landlord of any or all of such subleases or sub- tenancies.

Article 26 - Surrender of Premises

Section 26.1. Surrender of Premises. At the end of the Term or upon sooner termination of this Lease, Tenant shall peaceably deliver up to Landlord possession of the Premises, together with all improvements, alterations, or additions upon or belonging to the same, by whomsoever made, in the same condition as received, or first installed, reasonable wear and tear excepted. Tenant shall, upon the termination of this Lease, remove all movable partitions of less than full height from floor to ceiling, as well as counters and other trade fixtures installed by Tenant, repairing any damage caused by such removal. Tenant shall, upon the termination of this Lease, remove all telecommunications, computer or data cabling installed by or for Tenant, repairing any damage caused by such removal. Property not so removed shall be deemed abandoned by Tenant and title to the same shall thereupon pass to Landlord.

Article 27 - Estoppel Certificate

Section 27.1. Estoppel Certificate. At any time and from time to time, but in no event on less than ten (10) business days prior written request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord, promptly upon request, a certificate certifying: (a) that Tenant has accepted the Premises (or, if Tenant has not done so, that Tenant has not accepted the Premises, and specifying the reasons therefor); (b) the commencement and expiration dates of this Lease; (c) whether there are then existing any defaults by Landlord in the performance of its obligations under this Lease (and, if so, specifying the same); (d) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification); (e) the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Tenant; (f) the date, if any, to which rent and other sums payable hereunder have been paid; (g) that no notice has been

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received by Tenant of any default which has not been cured, except as to defaults specified in the certificate; (11) the amount of any security deposit and prepaid rent; and (i) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser, mortgagee or beneficiary under any deed of trust affecting the Building or any part thereof. If Tenant fails to deliver the executed certificate within ten (10) business days after receipt thereof by Tenant, Tenant shall be deemed to have accepted the terms contained therein.

Article 28 - No Light, Air or View Easement

Section 28.1. No Light, Air or View Easement. Any diminution or shutting off of light, air or view by any structure which is now or may hereafter be erected on lands adjacent to the Building shall in no way affect this Lease or impose any liability on Landlord. Noise, dust or vibration or other incidents to new construction of improvements on lands adjacent to the Building, whether or not owned by Landlord, shall in no way affect this Lease or impose any liability on Landlord.

Article 29 - Notices

Section 29.1. Notices. All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given when (a) deposited in the United States mail, certified or registered., postage prepaid, or (b) delivered to a reputable and reliable courier, and., in either event, addressed as follows: prior to the date on which Tenant accepts possession of the Premises, at Tenant's address prior to occupancy set out in the Basic Lease Information, and thereafter to Tenant at the Premises or at the address for Tenant set out in the Basic Lease Information, or to such other place as Tenant may from time to time designate in a notice to Landlord; and to Landlord at the address specified in the Basic Lease Information, or to such other place as Landlord may from time to time designate in a notice to Tenant. Tenant hereby appoints as its agent to receive the service of all dispossessory or distraint proceedings and notices thereunder the person in charge of or occupying the Premises at the time, and if no person shall be in charge of or occupying the same, then such service may be made by attaching the same to the main entrance of the Premises.

Article 30 – [Intentionally Deleted]

Article 31 – Successors

Section 31.1. Successors. All the terms, covenants, and conditions hereof shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, provided that nothing in this Section shall be deemed to permit any assignment, subletting, occupancy or use by Tenant contrary to the provision of Article 11.

Article 32 - Insurance

Section 32.1. Liability Insurance. Tenant, at its cost, shall maintain commercial general liability insurance, insuring against all liability arising out of or in connection with Tenant's use or occupancy of the Premises or the exercise of any rights of Tenant pursuant to this Lease, utilizing the standard ISO Occurrence Form CG00011, or equivalent, including contractual liability coverage, with minimum limits applied exclusively to the Premises of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate, and an Umbrella Policy of an additional One Million Dollars ($1,000,000.00). The amount of such liability insurance required to be maintained by Tenant hereunder shall not be construed to limit Tenant's indemnity obligations in this Lease or other liability hereunder. Such insurance shall name Landlord, its partners, officers, directors, members, shareholders, lenders, asset managers, property managers, Mortgagees and Lessors whose names have been furnished to Tenant collectively, the "Additional Insured Parties") as additional insureds (using ISO Form CG 201 0 (11/85), or equivalent), and shall provide that it is primary insurance and not "excess over" or contributory with any other valid, existing and applicable insurance in force for or on behalf of Landlord. Tenant's liability policy shall no t have a deductib le in excess of Ten Thousand Dollars ($ 10 ,000.00). Tenant is responsible for any deductible or self insured retention under the liability policy.

Section 32.2. Tenant's Property Insurance. Tenant, at its cost, shall maintain on all of its personal property, and all Alterations and other improvements to the Premises other than the Base Building Improvements (whether initially constructed by Landlord or Tenant or any third party) (collectively, the "Tenant Items") and all other personal property located in the Premises property insurance in the amount of one hundred percent (100%) of the insurable replacement cost, from time to time, withou t a co-insuran ce penalty and with a deductible wh ich does not exceed Ten Thou sand Do llars ($10 ,0 00 .00), utilizing the ISO Causes of Loss-Special. Form CP 1030, Or equivalent (commonly referred to as ''All Risk"), including business income insurance (insuring against loss of income and extra expense in such amounts as will reimburse Tenant for direct or indirect loss of earnings and incurred costs, attributable to the perils covered by Tenant's property insurance, for a period of twelve (12) months). The proceeds from any such policy shall be used by Tenant for the replacement of such Tenant Items. Landlord shall be named, as its interest may appear,

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on Tenant's policy or, at Landlord's option, shall be named as a loss payee. Tenant is responsible for any deductible or self insured retention under the property policy.

Section 32.3. Tenant's Workers' Compensation Insurance. Tenant and or its payroll services company, at its cost, shall maintain in full force workers' compensation insurance in compliance with the applicable laws of the state where the Premises are located, and employer's liability insurance in an amount of not less than One Million Dollars ($1,000,000.00).

Section 32.4. Insurance Criteria and Evidence of Insurance. On or prior to the Commencement Date and not less than ten (10) days prior to the expiration of the term of such coverage, Tenant shall deliver to Landlord a certification from Tenant's insurance company on the forms currently designated "Acord 28" (Evidence of Property Insurance) and "Acord 25-S" (Certificate of Liability Insurance), or the equivalent, provided that attached to the Acord 25-8 is an endorsement naming the Additional Insured Parties as additional insureds, which shall be binding on Tenant's insurance company, and which shall expressly provide that (a) such certification conveys to the Additional Insured Parties all the rights and privileges afforded under the policies as primary insurance, and (b) notice of cancellation will be delivered in accordance with policy provisions. contains an unconditional ob ligation of the insurance comp any to advise all of th e Addition al Insured Parties in writing by certified mail, retu rn receip t requ ested, in advance of any termination or ch ange to the policies th at would affect th e in terest of any of th e Addition al Insu red Parties, except th at ten (10) days' p rior written no tice ma y be given in the case of nonpayment of pre miums. All of Tenant's insurance required hereunder shall be issued by insurance companies authorized to do business in the state where the Premises are located, with a Best's Rating of not less than A- and a Financial Size Category of not less than VIII, as rated in the most recent edition of Best's Insurance Reports or such other financial rating as Landlord may notify Tenant that Landlord at such time considers appropriate.

Section 32.5. Evidence of Coverage. Certificates of Insurance for Tenant’s, Liability, Property and Workers’ Compensation Insurance, togeth er with eviden ce of payment of premiu ms, shall be deposited with Landlord at the commencement of the term, and on renewal of the policy before expiration of the term of the policy.

Article 33 - Miscellaneous

Section 33.1. Captions. The captions and headings of the Articles and Sections in this Lease are for convenience only and shall not in any way limit or be deemed to construe or interpret the terms and provisions hereof.

Section 33.2. Time of Essence. Time is of the essence of this Lease and of all provisions hereof, except with respect to the delivery of possession of the Premises at the commencement of the term hereof.

Section 33.3. Numbers and Genders; Joint and Several Liability. The words "Landlord" and "Tenant," as used herein, shall include the plural as well as the singular. Words used in the masculine gender include the feminine and neuter. If there is more than one Landlord or Tenant, the obligations hereunder imposed upon Landlord and Tenant shall be joint and several

Section 33.4. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of California.

Section 33.5. Cumulative Remedies. It is understood and agreed that the remedies herein given to Landlord shall be cumulative and are in addition to any other remedies available to Landlord at law or in equity, by statute or otherwise, and the exercise of anyone remedy by Landlord shall not be to the exclusion of any other remedy.

Section 33.6. Entire Agreement. The terms of this Lease are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Lease and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Lease constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceedings, if any, involving this Lease.

Section 33.7. Invalidity. If any provision or this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or 1.Ulenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the full extent permitted by law.

Section 33.8. Authority. If Tenant signs as a corporation or a partnership, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do business in California, that Tenant has full right and authority to enter into this Lease, and that each and both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord v.ith evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties.

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Section 33.9. No Offer. No contractual or other rights shall exist between Landlord and Tenant with respect to the Premises until both have executed and delivered this Lease, notwithstanding that rental deposits have been received by Landlord and notwithstanding that Landlord has delivered to Tenant an unexecuted copy of this Lease. The submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of or an option for the Tenant to lease, or otherwise create any interest by Tenant in the Premises or any other Premises situated in the Building. Execution of this Lease by Tenant and return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant.

Section 33.10. No Representations or Warranties. Neither Landlord nor Landlord's agents or attorneys have made any representations or warranties with respect to the Premises, the Building or this Lease, except as expressly set forth herein, and no rights, easements or licenses are or shall be acquired by Tenant by implication or otherwise.

Section 33.11. Brokers. Tenant represents that it has not incurred an obligation to any broker in connection with this Lease, other than Landlord's broker and Tenant's broker listed in the Basic Lease Information, and Tenant shall hold Landlord harmless from and against any and all liability, loss, damage, expense, claim, action, demand, suit or obligation arising out of or relating to a breach by Tenant of this representation.

Section 33.12. Amendments. This Lease may not be altered, changed, or amended except by an instrument signed by both parties hereto.

Section 33.13. Parking. During the Term, Landlord, directly or through its agent, lessee or licensee, shall make available to Tenant the number of automobile parking privileges specified in the Basic Lease Information in the Parking Facility. Landlord, at its option, may elect to operate the Parking Facility on a valet basis, and nothing set forth in this Lease shall be deemed a grant to Tenant of the exclusive right to use any parking space within the Parking Facility.

During the Term, Tenant shall pay to Landlord (or such other entity or person as Landlord may designate from time to time) monthly, in advance, on the day Monthly Base Rent is due, the then current prevailing Building parking charge for each parking privilege. The monthly charges for Tenant's parking privileges shall be deemed rent for purposes of this Lease.

Tenant shall submit a list (the "List") containing the names and office addresses and telephone numbers of those persons who are authorized by Tenant to use the parking privileges ("Authorized Users") and identifying each automobile by make, model and license number. The List shall not list more Authorized Users than the number of privileges specified hereinabove. All Authorized Users shall be officers, directors, principals, or employees of Tenant or shall otherwise be directly involved in Tenant's business conducted in the Premises.

Tenant and Authorized Users shall comply with all rules and regulations for the Parking Facility promulgated by Landlord from time to time. Landlord may refuse to permit any person who violates the rules and regulations to park in the Building, and any violation of the rules or regulations shall subject the car to removal. In addition, Tenant shall comply with any car-pooling or other traffic reduction policies adopted by Landlord at the behest or requirement of any governmental authority, which may include preferential parking for car-pool participants.

All responsibility for damage to cars is assumed by Authorized Users. Tenant shall repair or cause to be repaired at its sole cost and expense any and all damage to the Parking Facility or any part thereof to the extent caused by Tenant or any of its Authorized Users.

Section 33.14. Traffic Systems Management. Tenant shall reasonably cooperate with Landlord in implementing a traffic system management program, which shall include Tenant's efforts to encourage its employees to spread their peak hour automobile trips over a longer period of time by allowing, to the extent it is reasonable and feasible to do so, flex-time, staggered work hours and other techniques of managing hours of business operations.

Section 33.15. Exhibits and Addendum. All of the Exhibits and the Addendum, if any, attached hereto, are incorporated herein by this reference.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in quadruplicate on the dates set forth below and this Lease shall be effective as of the latter of such dates.

LANDLORD: TENANT:

2 NORTH LAKE JV, A California Woodridge Productions, Limited Liability Company A California Corporation

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By: By:

Name: Name:

Title: Title:_

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Exhibit “B” Rules and Regulations2 NORTH LAKE JV, LLC

OFFICE BUILDING RULES AND REGULATIONS

1. The sidewalks, halls, passages, exits, vestibules, entrances, public areas, elevators and stairways of the Building shall not be obstructed by any of the Tenants or used by them for any purpose other than ingress to and egress from their respective Premises. Building stairwells are to be used for emergency purposes only. The halls, passages, exits, entrance, elevators, and stairways are not for the general public, and Landlord shall,in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its Tenants, provided that nothing herein contained shall be construed to prevent such access to persons withwhom any Tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No Tenant and no employee or invitee of any Tenant shall go upon the roof of the Building. If the Premises are situated on the ground floor with direct access to the street, then Tenant shall, at Tenant's expense, keep the sidewalks and curbs directly in front of the Premises clean and free from dirt, refuse and other obstructions.

2. No sign, placard, picture, name, advertisement or notice visible from the exterior of any Tenant's Premises shall be inscribed, painted, affixed or otherwise displayed by any Tenant on any part of the Building without the prior written consent of Landlord. Landlord shall have the right to remove, at Tenant's expense and without notice or liability, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors, windows and walls shall be printed, painted, affixed or inscribed at the expense of the Tenant by a person or entity selected by Landlord, using materials of Landlord's choice and in a style and format approved by Landlord. Written material visible from outside the Building will not be permitted. Landlord shall place Tenant's name on the directory in the lobby of the Building and on the individual floor directory, if available. Landlord reserves the right to restrict the amount of directory space utilized by Tenant. Tenant shall not have the right to have additional names placed on the directory without Landlord's prior written consent. If such consent is given, the addition of such names shall be at Tenant's expense.

3. The Premises shall not be used for the storage of merchandise held for sale to the general public, for lodging or sleeping. No cooking shall be done or permitted by any Tenant on the Premises, except the use by the Tenant of Underwriter's Laboratory approved microwave oven or equipment for brewing coffee, tea, hot chocolate and other similar beverages which shall be permitted, provided that the power required by such equipment shall not exceed that amount which can be provided by a 30-amp circuit and that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations. Repair and maintenance of garbage disposals, dishwashers, icemakers, plumbing fixtures and faucets, and drain cleaning and other similar equipment shall be at Tenant's expense. If the Premises or any part of the Building become infested with vermin as a result of Tenant's use, Tenant shall reimburse Landlord for the expense of extermination.

4. No Tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises, unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. No Tenant shall cause any unnecessary labor by reason of such Tenant's carelessness or indifference in the preservation of good order and cleanliness. Janitorial services will not be furnished to portions of the Tenant's premises which are occupied after 7:00p.m., unless Landlord and Tenant agree in writing that such service is to be provided at a later hour for specifically designated rooms. Landlord shall not be responsible to Tenant for any loss of or damage to property on its Premises, however occurring.

5. Landlord will furnish each Tenant with two keys to each door lock to its Premises free of charge. Landlord may make a reasonable charge for any additional keys. No Tenant shall have keys made except by Landlord's designated locksmith. No Tenant shall alter any lock or install a new or additional lock or bolts on any door of its Premises without the prior written consent of Landlord. Tenant shall in each case furnish Landlord with a key for any such lock. Each Tenant, upon the termination of its tenancy, shall deliver to Landlord all keys to doors in the Building which shall have been furnished to Tenant. In the event of the loss of any key furnished to Tenant by Landlord, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such a charge.

6. The carrying in or out of freight, furniture or bulky material of any description must take place during such hours as Landlord may from time to time reasonably determine, which shall not include peak hours of elevator usage. Landlord shall designate appropriate entrances and a "freight" elevator for deliveries or other transportation of goods to or from the Premises and Tenant shall not use any other entrances or elevators for

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such purposes. The installation and moving of such freight, furniture or bulky material shall be made upon previous notice to the Building Manager and the persons employed by the Tenant for such work must be reasonably acceptable to Landlord. Tenant may, subject to the provisions of the immediately preceding sentence, move freight, furniture, bulky matter and other material into or out of the Premises after 5 p.m. and before 8 a.m., Monday through Friday and on Saturdays after 1:00 p.m. and anytime on Sundays; provided Tenant pays the additional costs, if any, incurred by Landlord for elevator operators, security guards and other expenses arising by reason of such move by Tenant. If, at least two days prior to such move, Landlord requests the Tenant to deposit with Landlord, as security for Tenant's obligation to pay such additional costs, a sum which Landlord reasonably estimates to be the amount of such additional costs, then Tenant shall deposit such sum with Landlord as security for such costs. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Building and placed in the Premises. Heavy objects, if considered necessary by Landlord, shall stand on wood strips of such thickness as is necessary to properly distribute the weight. The Landlord shall be contacted 48 hours in advance of any furniture moving, and proper Access Request Forms must be provided in advance to Building Management of such furniture moving. Floor and wall corner protection shall be provided by Tenant during any moving of furniture. If floor and wall corner protection is not provided, Landlord has the right to refuse the furniture move. Landlord will not be responsible for loss of or damage to any such property from any cause and all damage done to the Building by moving or maintaining such property shall be repaired at the expense of Tenant. Business machines and other equipment shall be placed and maintained by Tenant at Tenant's expense in a setting sufficient, in Landlord's reasonable judgment, to absorb and prevent unreasonable vibration and prevent noise and annoyance.

7. Landlord must be notified in advance of any vendors or contractors commencing work within the building. All vendors and contractors must provide a certificate of insurance per the requirements of the Landlord or work will be refused. Landlord must be notified 48 hours in advance of all work of vendors or contractors.

8. No Tenant shall use or keep in the Premises or the Building any kerosene, gasoline or flammable or combustible fluid or material other than limited quantities thereof reasonably necessary for the operation or maintenance of office equipment; or without Landlord's prior written approval, use any method of heating or air conditioning, including, without limitation, portable floor heaters and fans, other than that supplied by Landlord. No Tenant shall use or keep or permit to be used or kept any hazardous or toxic materials or any foul or noxious gas or substance in the Premises or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, vibrations, or interfere in any way with other tenants or those having business therein.

9. Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name and street address of the Building.

10. Any Tenant and its employees, agents or associates or other persons entering or leaving the Building after ordinary business hours will be required to sign the Building Register. The Security Officer in charge reserves the right, on behalf of the Landlord, to refuse to admit Tenant or any of Tenant's employees, agents, or associates or any other person to the Building after ordinary business hours without prior notification from the Tenant or other satisfactory identification demonstrating such person’s right to access to the Building. Each Tenant shall be responsible for all persons for whom it requests after-hours access and shall be liable to Landlord for all acts of such persons. Landlord shall, in no case, be liable for damages for any error withregard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord's opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate including closing doors. Landlord also reserves the right to exclude or expel from the Building any person who, in Landlord's judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations of the Building.

11. No curtains, draperies, blinds, shutters, shades, screens or other coverings hangings or decorations shall be attached to, hung or placed in, or used in connection with any window of the Building without the prior written consent of Landlord. No files, cabinets, boxes, containers or similar items shall be placed in, against or adjacent to any window of the Building so as to be visible from the outside of the Building. Tenant shall not install any doors, door frames, windows, carpets or other suite additions to the building unless receiving prior consent in writing from the Landlord. Tenant use of materials shall comply with Landlord Building Standards unless written permission is obtained from Landlord prior to adjustments. Tenant shall cooperate fully with Landlord in obtaining maximum effectiveness of the cooling system of the Building by closing draperies and other window coverings when the sun’s rays fall upon windows of the Premises. Tenant shall

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not obstruct, alter or in any way impair the efficient operation of Landlord's heating, ventilating, air conditioning, electrical, fire safety or lighting systems, nor shall Tenant tamper with or change the setting of any thermostat or temperature control valves in the Building other than room thermostats installed for Tenant's use. Landlord reserves the right to install solar film on the windows of the Building to aid the efficiency of the HVAC system and to reduce energy costs. Tenant shall not remove solar film from any window. Tenant shall also cooperate with Landlord to comply with any governmental energy-saving rules, laws or regulations. No bottles, parcels or other articles may not be placed in the halls or in any other part of the Building, nor shallany article be thrown out of the doors or windows of the Premises.

12. Each Tenant shall see that the doors of its Premises are closed and locked, that all water faucets, water apparatus, equipment, lights and other utilities are shut off before Tenant or Tenant's employees leave the Premises, so as to prevent waste or damage; and for any default or carelessness in this regard, Tenant shall make good all injuries sustained by other Tenants or occupants of the Building or by Landlord. On multiple tenancy floors all Tenants shall keep the doors to the Building corridors closed at all times except for ingress and egress.

13. The lavatory rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed; no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it. Landlord may require that all or some of the toilet rooms be locked. In such event, a reasonable number of keys shall be provided to Tenant. Tenant shall pay for all replacement keys.

14. Except with the prior written consent of Landlord, no Tenant shall sell, or permit the sale at retail of newspapers, magazines, periodicals, theater tickets, airline tickets or any other goods or merchandise to the general public in or on the Premises nor shall any Tenant carry on or permit or allow any employee or other person to carry on the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises of any Tenant be used for manufacturing of any kind or any business or activity other than that specifically provided for in such Tenant's lease.

15. No Tenant shall install any radio or television antenna, loud speaker or other device on the roof or the exterior walls of the Building without the prior written consent of Landlord. No awnings, air conditioning units or other projections shall be attached to the outside walls or windowsills of the Building or otherwise project from the Building, without prior written consent of Landlord.

16. There shall not be used in any space or public halls of the Building, either by any Tenant or any others, any hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as Landlord may approve. No other vehicles of any kind except wheelchairs or other similar devices shall be brought by any Tenant into the Building or kept in or about its Premises.

17. Each Tenant shall store all its trash and garbage within its Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city where the Building is located without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entry ways and freight elevator provided for such purposes and at such times as Landlord shall designate.

18. Each Tenant shall participate in any recycling program for the Building. Landlord shall provide information describing the Building's recycling program and facilities and shall provide each Tenant with receptacles for separating and collecting specified recyclable materials. Tenant shall make the receptacles available for use by its employees and shall encourage participation in the recycling program by all employees. All recycling receptacles shall be retained in each Tenant's premises until pick-up by designated personnel at times and in the manner established by Landlord.

19. Canvassing, peddling, soliciting and distribution of handbills or any other written materials in theBuilding are prohibited and each Tenant shall cooperate to prevent the same.

20. Tenant and its authorized representative and invitees shall not make or permit any noise in the Building that is annoying, unpleasant or distasteful, interfering in any way with other tenants or those having business with them, or bring into or keep within the Building or Common Areas any animal (except for seeing eye dogs), bird, bicycle or other vehicle except wheelchairs or other similar devices, or such vehicles as are permitted to park in the parking areas, in accordance with the Rules and Regulations.

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21. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof, except to install normal wall hangings. Tenant shall repair any damage resulting from non-compliance with this rule.

22. Landlord shall direct licensed electricians as to where and how telephone and electrical wires are to be introduced. No cutting or boring for wires shall be allowed without Landlord's consent. The location of telephones, call boxes and office equipment affixed to the Premises shall be subject to Landlord's approval. Neither Tenant, its subtenants, assignees, agents, employees nor contractors shall have access to or make any changes, alterations, additions, improvements, repairs or replacements (collectively, "work") to the telephone closets, telephone lines or any other communications facilities or equipment (collectively, the "telephonelines") within the Building without the prior written authorization of Landlord, which authorization may be withheld in Landlord's sole discretion. All contractors designated by Tenant to perform work on the telephone lines shall be licensed and shall be subject to Landlord's prior written approval, which approval may be withheld by Landlord in its sole discretion. Contractors performing work shall be required to provide evidence of insurance coverage satisfactory to Landlord, including, without limitation, naming Landlord as an additional insured on all liability policies. Any costs, expenses, and liabilities incurred by Landlord as a result of Tenant or Tenant's contractor performing work on the telephone lines shall be included in Tenant's indemnification obligations under the Lease.

23. Tenant shall not lay linoleum tile, carpet or any other floor covering to the floor of the Premises, except as approved by Landlord.

24. The requirements of the Tenant will be attended to only upon appropriate application by an authorized individual to the office of the Building Manager by telephone or in person. Employees of Landlord shall not perform any work to do anything outside of their regular duties unless under special instructions fromLandlord.

25. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

26. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors and other means of entry to the Premises closed and locked when the Premises are unattended.

27. Neither Tenant nor its employees shall park their vehicles in any parking area designated by Landlord as areas for parking by visitors to the Building. Neither Tenant nor its employees shall leave vehicles in the Building parking areas overnight nor park any vehicles other than automobiles, motorcycles, motor driven or non-motor driven bicycles or four-wheeled trucks in the Building parking areas unless authorized in advance by the Landlord. Landlord may, in its sole discretion, designate separate areas for bicycles and motorcycles. Landlord may establish additional Rules and Regulations that apply to the parking areas.

28. Smoking is allowed in the designated smoking area only, under the City of Pasadena Municipal Code Title 8, Chapter 8.78, Sections 8.78.071 and 8.78.072, or 20 feet from any doorway, window, opening or vent into an enclosed area. Smoking is prohibited according to Section 8.78.040 in all service lines, including entrances into the building, including and not limited to bus stops, bank teller windows, and telephone stands., There shall be no smoking in the common areas of the Building, which areas include, without limitation, the Tenant's premises, including patios, building terraces, the lobby and the areas on individual floors in the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical and service rooms servicing the Building, janitor's closets, and other similar facilitiesfor the benefit of all tenants and invitees. Smoking shall mean carrying or holding of a lighted pipe, cigar or cigarette of any kind, or any other lighted smoking equipment or the lighting thereof or emitting or exhaling the smoke of a pipe, cigar or cigarette of any kind. Each Tenant shall cooperate to enforce this prohibition, including giving notice of such to its employees.

29. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such rules and regulations against any or all of the tenants of the Building.

30. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of Premises in the Building. To the extent that these Rules and Regulations are inconsistent with any provision of the Lease, the provisions of the Lease shall control.

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31. Landlord reserves the right to make such other reasonable Rules and Regulations as, in its judgment, may from time to time be needed for the safety, care and cleanliness of the Building, and for the preservation if the order therein.

32. Landlord shall not be responsible to Tenant or to any other person for the non-observance or violation of these Rules and Regulations by any other tenant or other person. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to its occupancy of the space leased.

33. The "Ordinary Business Hours" of the Building shall be 8:30 a.m. to 5:00 p.m. Monday throughFriday and 9:00 a.m. to 1:00 p.m. on Saturdays (Sundays and holidays excluded).