SECOND AMENDMENT TO LEASE

B. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

“5.2. SIGNS. Provided Tenant continues to lease the entire 5453 Great America Premises, Tenant shall have the exclusive right to two (2) exterior “building top” signs (one on the southwest corner of the West facade of the 5453 Great America Building and one on the northeast corner of the North facade of the 5453 Great America Building) and one (1) “eye brow” sign on the northwest corner of the West facade of the 5453 Great America Building, the non-exclusive right to its pro-rata share of any monument signage dedicated for the 5453 Great America Building (with only Tenant being listed on such monument signage as long as Tenant continues to lease the entire 5453 Great America Premises) and the non-exclusive right to the second position on the pylon sign facing the 237 Expressway (provided that Tenant, at its sole cost and expense, may move to the first position on such pylon sign if the Dell Marketing lease in the Project terminates and such position thereupon become available); and provided Tenant continues to lease the entire 5451 Great America Premises, Tenant shall have the exclusive right to two (2) exterior “building top” signs (one on the southwest corner of the South facade of the 5451 Great America Building and one on the northwest corner of the North façade of the 5451 Great America Building), and the non-exclusive right to its pro-rata share of any monument signage dedicated for the 5451 Great America Building (with Tenant being listed first on such monument signage so long as Tenant continues to lease the entire 5451 Great America Premises). All exterior signage shall be solely for Tenant’s name and graphics. Landlord, at its sole cost and expense, shall fabricate and install each of the four (4) “building top” signs with the dimensions and as otherwise shown on Exhibit M attached hereto. Landlord shall use commercially reasonable efforts to complete such installation of the Building top signage within 16 weeks following the full execution and delivery of this Amendment. Except as provided in the foregoing, Tenant shall have no right to maintain signs in any location in, on or about the Project and shall not place or erect any signs that are visible from the exterior of either of the Buildings. The size, design, graphics, material, style, color and other physical aspects of any permitted sign to be installed by Tenant shall be subject to Landlord's written determination, as determined solely by Landlord, prior to such installation by Tenant, that such signage is at the maximum wattage allowable and otherwise in compliance with the requirements of the master sign program of the City, and any covenants, conditions or restrictions encumbering the Premises and Landlord's signage program for the Project, as in effect from time to time ("Signage Criteria”). Prior to placing or erecting any such signs, Tenant shall obtain and deliver to Landlord a copy of any applicable municipal or other governmental permits and approvals. Except as otherwise expressly provided in this Section 5.2, Tenant shall be responsible for all costs of any permitted sign, including, without limitation, the fabrication, installation, maintenance and removal thereof and the cost of any permits therefor. If Tenant fails to maintain its sign in good condition, or if Tenant fails to remove same upon termination of this Lease and repair and restore any damage caused by the sign or its removal, Landlord may do so at Tenant's expense. Landlord shall have the right to temporarily remove any signs in connection with any repairs or maintenance in or upon the Buildings. The term "sign" as used in this Section shall include all signs, designs, monuments, displays, advertising materials, logos, banners, projected images, pennants, decals, pictures, notices, lettering, numerals or graphics. Subject to the provisions for an “Objectionable Name” as hereinafter provided, the parties agree that Tenant’s signage rights shall be assignable to any permitted assignee under this Lease. Tenant's signage shall not have a name which relates to an entity which is of a character or reputation, or is associated with a political faction or orientation, which is inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of comparable

institutionally owned office building located near the Buildings (an "Objectionable Name"). The parties hereby agree that the name "Arista Networks, Inc." or any reasonable derivation thereof, shall not be deemed an Objectionable Name.”

D. Tenant’s Insurance. Section 10.1 of the Lease is hereby amended to provide that evidence of Tenant’s insurance required by the provisions of Exhibit D to the Lease shall be delivered to Landlord: (i) on or before the Commencement Date for the 5^th Floor Premises for the 5^th Floor Premises, and (ii) on or before the Commencement Date for the 4^th Floor Premises for the 4^th Floor Premises.

E. Joint Indemnity. Subsections 10.3(a) and 10.3 (b) of the Lease are each amended to provide that: (i) Tenant’s obligation to defend, indemnify and hold Landlord and the Ground Lessor harmless, as therein specifically provided, from Tenant’s use or occupancy of the 5^th Floor Premises shall be amended to apply to all claims, liabilities, costs or expenses arising either before or after the Commencement Date for the 5^th Floor Premises, (ii) Tenant’s obligation to defend, indemnify and hold Landlord and the Ground Lessor harmless, as therein specifically provided, from Tenant’s use or occupancy of the 4^th Floor Premises shall be amended to apply to all claims, liabilities, costs or expenses arising either before or after the Commencement date for the 4^th Floor Premises, and (iii) Tenant’s obligation to defend, indemnify and hold Landlord, the Ground Lessor and the other identified indemnified parties under Subsection 10.3(a) harmless, as therein provided, shall not apply, or be binding on Tenant, in connection with any activity, work or thing done, permitted or suffered by the “General Contractor” under contract to Landlord (as defined in the Work Letter attached hereto as Exhibit X).

11.1. RESTORATION.

(a)    If either of the Buildings of which the Premises are a part is damaged as the result of an event of casualty, then subject to the provisions below, Landlord shall repair that damage as soon as reasonably possible unless Landlord reasonably determines that: (i) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty or (ii) proceeds necessary to pay the full cost of the repair are not available from Landlord’s Property Policy and/or from its other property insurance policies (if any), insurance, including without limitation earthquake insurance plus any additional amounts Tenant elects, at its option, to contribute, excluding, however, the deductible (for which Tenant shall be responsible to reimburse Landlord as a “Project Cost”, subject to the terms and limitations of Section (g) of Exhibit B attached to this Lease). Should Landlord elect not to repair the damage for one of the preceding reasons, Landlord shall so notify Tenant in the “Casualty Notice” (as defined below), and this Lease shall terminate as of the date of delivery of that notice; provided, however, that in the event that only one and not both of the Buildings is materially damaged as described in this Subsection 11.1(a), then the Lease shall terminate as to the damaged Building only and shall remain in effect as to the other non-damaged Building (with an appropriate reduction in the Basic Rent and Tenant’s Share of Operating Expenses to account for any reduction in the Floor Area of the Premises, effective as of the date of such Casualty Notice.

(b)    As soon as reasonably practicable following the casualty event but not later than 60 days thereafter, Landlord shall notify Tenant in writing (“Casualty Notice”) of Landlord’s election, if applicable, to terminate this Lease as provided in Subsection 11.1(a) above. If this Lease is not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds 270 days, then either party may elect to terminate this Lease by written notice to the other within 10 business days following delivery of the Casualty Notice. In addition, Tenant may terminate this Lease within 10 business days following receipt of such Casualty Notice if the casualty has occurred within the final twelve (12) months of the Term and such material damage has a materially adverse impact on Tenant’s continued use of the Premises. If termination is elected pursuant to this Section 11.1(b), then the Lease shall terminate as to the damaged Building only and shall remain in effect as to the other non-damaged Building (with an appropriate reduction in the Basic Rent and Tenant’s Share of Operating Expenses to account for any reduction in the Floor Area of the Premises, effective as of the date of such Casualty Notice.

(c)    In the event that neither Landlord nor Tenant terminates this Lease pursuant to Section 11.1(b), Landlord shall, at Landlord’s sole cost and expense, repair all material damage to the Premises or the Building as soon as reasonably possible and this Lease shall continue in effect for the remainder of the Term. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's insurance with respect to any Tenant Installations; and Landlord shall restore any such Tenant Installations. In the absence of any such notice from Landlord, restoration of the Tenant Installations shall be Tenant’s responsibility at its sole cost and expense.

(d)    From and after the casualty event, the rental to be paid under this Lease shall be abated in the same proportion that the Floor Area of the Premises that is rendered unusable by the damage from time to time bears to the total Floor Area of the Premises.

(e)    Notwithstanding, anything to the contrary contained in this Section 11.1, if for any reasons other than delays caused by Tenant, or other matters beyond Landlord’s reasonable control (not to exceed thirty (30) days in the aggregate), the Premises has not been substantially repaired within the time period specified in the Casualty Notice, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual date of the substantial completion of the repair of the Premises or the Building, elect to terminate this Lease; provided, however, that in the event that only one and not both of the Buildings is materially damaged as described in Subsection 11.1(a) above, then the Lease shall terminate as to the damaged Building only and shall remain in effect as to the other non-damaged Building (with an appropriate reduction in the Basic Rent and Tenant’s Share of Operating Expenses to account for any reduction in the Floor Area of the Premises, effective as of the date of such Casualty Notice. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably determines that the substantial completion of said repairs will be delayed beyond the time period specified in the Casualty Notice (for reasons other than Tenant-caused delays and/or force majeure delays not exceeding 30 days in the aggregate), then Landlord may notify Tenant in writing of such determination and of a new outside date for completion of such repairs, and Tenant must elect within ten (10) days of receipt of such notice to either terminate this Lease or waive its right to terminate this Lease (as provided in this Subsection 11.1(e)) provided such repairs are substantially completed prior to the new outside date established by Landlord in such notice to Tenant. Tenant’s failure to elect to terminate this Lease within such ten (10) day period shall be deemed Tenant’s waiver of its right to terminate this Lease as provided in this Subsection 11.1(e) as to the previous outside date, but not as to the new outside date established by said notice.

11.2. LEASE GOVERNS. Tenant agrees that the provisions of this Lease, including without limitation Section 11.1, shall govern any damage or destruction and shall accordingly supersede any contrary statute or rule of law.”

Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”); provided, however, that in the event that only one and not both of the Buildings is subject to the Taking described in this Section 12, then the Lease shall terminate as to the Premises in the Building subject to such Taking only and shall remain in effect as to the other Building (with an appropriate reduction in the Basic Rent and Tenant’s Share of Operating Expenses to account for any reduction in the Floor Area of the Premises, effective as of the date of such Taking). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of either of the Buildings or Project which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Project. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Basic Rent and Tenant’s Share of Operating Expenses shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord and the right to receive compensation or proceeds in connection with a Taking are expressly waived by Tenant; provided, however, Tenant may file a claim for Tenant's personal property and fixtures and Tenant's relocation expenses, and business interruption expenses recoverable from the taking authority. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. Tenant agrees that the provisions of this Lease shall govern any Taking and shall accordingly supersede any contrary statute or rule of law.”

“2. RIGHT OF FIRST OFFER. Provided that no Default has occurred under any provision of this Lease, either at the time of the delivery of “Landlord’s Notice” or at the time of the delivery of “Tenant’s Notice” (as hereinafter defined), Landlord hereby grants Tenant a continuing right (“First Right”) to lease space in each of the buildings in “Phase 1” and/or in “Phase 2” of the Project, which buildings are shown on Exhibit A-1 attached hereto (the “First Right Space”), in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Term unless and until Tenant exercises its extension option set forth in Section 1 of this Exhibit G. Except as otherwise provided below, prior to leasing the First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect, Landlord shall give Tenant written notice (the “Landlord’s Notice”) of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s Notice shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business days after delivery of Landlord’s Notice, Tenant must give Landlord written notice (the “Tenant’s Notice”) pursuant to which Tenant shall elect to (i) lease all, but not less than all, of that portion of the First Right Space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s Notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant’s Notice elects clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. Tenant’s failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated Space, to lease such space to a third party, and/or to pursue any other available legal remedy. In the event that Landlord leases the First Right Space, or any portion thereof, to a third party in accordance with the provisions of this Section, and during the effective period of this First Right the First Right Space, or any portion thereof, shall again become available for reletting, then prior to Landlord entering into any such new lease with a third party for the First Right Space, Landlord shall repeat the procedures specified above in this Section. Notwithstanding the foregoing, it is understood and agreed that Tenant’s First Right shall be subject and subordinate to: (i) the right and interest of Dell Marketing L.P. or any affiliate thereof and their successors and assigns, and (ii) any extension rights which may hereafter be granted by Landlord to any third party tenant hereafter occupying the First Right Space or any portion thereof, it being understood and agreed that Landlord shall

in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall belong solely to Arista Networks, Inc., a Delaware corporation, and any attempted assignment or transfer of such rights (except in connection with a Permitted Transfer) shall be void and of no force and effect.”

“GOOD WORKING ORDER WARRANTY AS TO 5451 GREAT AMERICA             PREMISES.

(a)    Landlord warrants to Tenant as follows: (i) that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the 5^th Floor Premises and the 4^th Floor Premises shall be in good operating condition on the Commencement Date for the 5^th Floor Premises and on the Commencement Date for the 4^th Floor Premises, respectively, and (ii) that the 5^th Floor Premises and the 4^th Floor Premises shall be delivered to Tenant on the Commencement Date for the 5^th Floor Premises and on Commencement Date for the 4^th Floor Premises, respectively, in a vacant and “broom clean” condition. Provided that Tenant shall notify Landlord of any non-compliance with the foregoing warranties contained in subsections (i) and/or (ii) above not later than sixty (60) days following the Commencement Date for the 5^th Floor Premises and the Commencement Date for the 4^th Floor Premises, respectively, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s sole cost and expense and not as a Project Cost.

(b)    Notwithstanding the provisions of Section 7.2 of the Lease, during the initial 120-month Term of the Lease (as same may be extended by Tenant pursuant to Section 1 of Exhibit G attached to the Lease), Landlord agrees to repair and/or replace, at its sole cost and expense and not as a “Project Cost”, all structural walls, foundations, structural elements of the roof of the 5451 Great America Building, and underground utility pipes and/or facilities serving the 5451 Great America Building (the “Structural Elements”). Notwithstanding the foregoing, Landlord’s obligation contained in this Section to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the Structural Elements, nor (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements). Tenant shall give Landlord prompt notice when Tenant becomes aware of any repairs or replacements required of Landlord pursuant to this Section, and such repairs shall be made promptly following notice from Tenant.

(c)    Landlord shall correct, repair and/or replace any non-compliance of the 5451 Great America Building and/or the Common Areas of the Project with all applicable building permits and codes in effect as of the Commencement Date for the 5^th Floor Premises, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and shall not be part of Project Costs. Landlord shall correct, repair or replace any non-compliance of the 5451 Great America Building and/or the Common Areas with any further revisions or amendments to applicable building codes (including, without limitation, the ADA) becoming effective after the Commencement Date for the 5^th Floor Premises, provided that, subject to the initial two sentences of this Section, the amortized cost of such repairs or replacements (amortized over the useful life thereof in accordance with generally accepted accounting principles, consistently applied, and using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the 5451 Great America Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the 5451 Great America Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the 5451 Great America Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency.”

M. Tenant Improvements for the 5451 Great America Premises. Landlord hereby agrees to complete the “Tenant Improvements” for the 5451 Great America Premises in accordance with the provisions of Exhibit X, Work Letter, attached hereto (the “Work Letter”).

N. Trash Enclosure. For so long as Tenant continues to lease the entire 5453 Great America Premises, Landlord hereby consents to Tenant’s proposal to use the trash closure shown on Exhibit B attached hereto for the (inside) storage of its personal property from time to time, on the following terms and conditions: (i) such storage shall not impair the use of the enclosure for trash disposal, (ii) Tenant, at its sole cost and expense, may secure such enclosure (including re-locking same) and shall obtain any permits for such use required by the City or any other governmental authority, and (iii) Tenant assumes all liability for loss and/or damage to its property as result of such storage, and agrees to release Landlord from any and all such losses and/or damages.

O. Nondisturbance Agreement. Landlord represents and warrants to Tenant that there are no Mortgages encumbering the 5451 Great America Building or the Project as of the execution of this Amendment, except for the Ground Lease. Landlord shall obtain, prior to the Commencement Date for the 5^th Floor Premises, the Nondisturbance Agreement substantially in form and content of Exhibit C attached to this Amendment from the Ground Lessor for the benefit of Tenant.

P. Other References. References in the following provisions of the Lease to “Commencement Date” shall, as to the 5^th Floor Premises and the 4^th Floor Premises, mean the Commencement Date for the Fifth Floor Premises and the Commencement Date for the Fourth Floor Premises, respectively: Sections 7.1 and 15.2 and subpart (g) of Exhibit B. In addition, the representations in Sections 5.3(h) and 13.1 of the Lease shall be deemed made as to the 5451 Great America Premises as of the date of this Amendment.

Q. Communications Equipment. Landlord hereby grants to Tenant a non-exclusive license (the “License”) to install, maintain and operate on the roof of the 5451 and 5453 Great America Buildings antennae and/or satellite dishes (collectively, the “Antenna”) during the Term and any extensions thereof, and in accordance with and subject to the terms and conditions set forth below. The number and locations of such Antennas shall be reasonably acceptable to Landlord (“Licensed Area"). The Licensed Area shall be considered to be a part of the Premises for all purposes under the Lease, and except as otherwise expressly provided in this Section all provisions applicable to the use of the Premises under the Lease shall apply to the Licensed Area and its use by Tenant.

S. Cost Segregation Study. Landlord shall provide information reasonably requested by Tenant in connection with Tenant’s cost segregation study relating to personal property tax related to the Tenant Improvements.

T. Elevators. Landlord will reasonably cooperate with Tenant, at Tenant’s expense, to arrange for Tenant’s card readers to operate in the elevators of the 5451 Great America Building.

A.    City is the owner of that certain improved real property located in the County of Santa Clara, State of California (“Property”), and more particularly described in Exhibit A attached hereto and incorporated by reference herein.

B.    The Property is subject to that certain Ground Lease, dated as of ___________, 20__ (“Ground Lease”), between the Redevelopment Agency of the City of Santa Clara (the “Redevelopment Agency”), as ground lessor, and The Irvine Company LLC, a Delaware limited liability company (“Sublessor”), as successor-in-interest to The Irvine Company, a Delaware corporation, as ground lessee, a memorandum of which was recorded in the Official Records of the County of Santa Clara on February 16, 2001 as Instrument No. 15563490. The Redevelopment Agency conveyed the Property to the City on March 8, 2011, pursuant to that Grant Deed recorded in the Official Records of the County of Santa Clara on June 23, 2011 as Instrument No. 21216112. As successor owner of the Property, the City has assumed the Redevelopment Agency’s former role of ground lessor under the Ground Lease.

C.    Sublessor and Sublessee entered into a sublease of a portion of the Property ("Demised Premises”) pursuant to that certain Lease (“Sublease”), dated as of ________, 20__.

D.    Sublessee and City desire to confirm their understanding with respect to the Sublease,

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, City and Sublessee hereby agree as follows:

1.    Nondisturbance. So long as Sublessee is not in default (beyond any period given Sublessee to cure such default in the Sublease) in the payment of rent or additional rent or in the performance of any of the terms, covenants or conditions of the Sublease on Sublessee's part to be performed, (i) Sublessee's possession, occupancy, use and quiet enjoyment of the Demised Premises under the Sublease, or any extensions or renewals thereof or acquisition of, expansion into and/or any other rights with respect to additional space, which may be effected in accordance with any option therefor in the Sublease, shall not be terminated or interfered with by City in the exercise of any of its rights under the Ground Lease, or as may otherwise be provided for at law or in equity, (ii) City will not join Sublessee as a party defendant in any action or proceeding for the purpose of terminating Sublessee's interest and estate under the Sublease because of any default under the Ground Lease or for any other reason other than a default by Sublessor following the expiration of applicable notice and cure periods under the Sublease, and (iii) in the event the Ground Lease is terminated prior to the end of the term thereof, City shall at Sublessee's written request enter into a new lease with Sublessee on the same terms, covenants and conditions as the Sublease, and City shall assume and, as applicable, perform, all of Sublessor's rights and obligations under the Sublease.

2.    Attornment. If the Ground Lease is terminated or surrendered to City for any reason, and no leasehold interest intervenes between the Ground Lease and the Sublease, City shall immediately notify Sublessee of such termination or surrender and confirm that City has assumed and, as applicable, shall perform, all of Sublessor's rights and obligations under the Sublease, Sublessee shall attorn and be bound to City upon any such succession in interest and shall recognize City as the sublessor under the Sublease. Such attornment shall be effective and self-operative without the execution of any further instrument on the part of any of the parties hereto. Sublessee agrees, however, to execute and deliver at any time and from time to time, upon the request of City, any instrument or certificate which may be necessary or appropriate to evidence such attornment.

3.    Rights and Responsibilities. if City shall succeed to the interest of the Sublessor for any reason, including a termination or surrender of the Ground Lease, City shall have the same remedies by entry, action or otherwise in the event of any default by Sublessee (beyond any period given Sublessee to cure such default) in the payment of rent or additional rent by Sublessee or in the performance of any of the terms, covenants and conditions of the Sublease on Sublessee's part to be performed that the Sublessor under the Sublease had or would have had if City had not succeeded to the interest of Sublessor. City shall be bound to Sublessee under all or the terms, covenants, and conditions of the Sublease, and Sublessee shall, from and after the succession

to the interest of Sublessor under the Sublease by City, have the same remedies against City for the breach of any agreement contained in the Sublease that Sublessee might have had under the Sublease against the Sublessor if City had not succeeded to the interest of Sublessor; provided further, however, that City shall not be liable to Sublessee as follows:

(a)    for any default of any prior sublessor (including Sublessor) (except for any unexpended tenant improvement allowance or any other obligation to construct improvements); or

(b)    for any offsets or defenses which Sublessee might have against any sublessor (including Sublessor) except as expressly set forth in the Sublease and only if Sublessee has provided to City any notices required to be delivered to Sublessor under the Sublease and City has been given the same opportunity (and time period) as Sublessor has under the Sublease to cure Sublessor's defaults; or

(c)    for or by any rent or additional rent which Sublessee has paid for more than the current month to any prior sublessor (including Sublessor) (except for any prepaid rent or additional rent actually received by City from the prior sublessor).

4.    Representations of City. City hereby represents and warrants to Sublessee that (i) the Ground Lease is currently in full force and effect and no defaults by either party have occurred or are existing and no condition exists that, with the giving of notice or the passgae of time, would result in a default under the Ground Lease; and (ii) City has not assigned, encumbered or otherwise transferred any interest in the Ground Lease.

5.    Binding on Successors. The covenants and agreements contained herein shall be binding upon and inure to the benefit of the respective heirs, administrators, executors, legal representatives, successors, and assigns of the parties hereto.

6.    Attorneys' Fees. If either party fails to perform any of its obligations under this Agreement, or in the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the prevailing party in such dispute shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees.

7.    Amendment. This Agreement shall not be modified or amended except by a written instrument executed by the parties hereto.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

“CITY”

CITY OF SANTA CLARA

By:                                     

“SUBLESSEE

ARISTA NETWORKS, INC.,

a Delaware corporation

By:                                     

Name:                                      

The tenant improvement work to be contracted for by Landlord hereunder (“Tenant Improvement Work”) shall consist of the design and construction of all tenant improvements (“Tenant Improvements”), including work in place as of the date hereof, required for the 5451 Great America Premises pursuant to the approved final Working Drawings and Specifications (as hereinafter defined). All of the Tenant Improvement Work shall be performed by (a) Novo Construction, (b) S.C. Builders, or (c) Skyline and shall be subject to the approval of Tenant and Landlord (the “General Contractor”) under contract to Landlord, and in accordance with the procedures and requirements set forth below. All initially capitalized words not separately defined herein shall have the meaning given to such words in the Lease.

2.1    Tenant and Landlord agree to work in good faith with each other to approve working drawings and specifications for the Tenant Improvements (the “Working Drawings and Specifications”) prepared by Gensler Inc. (“Landlord’s Architect”) and Landlord’s engineers, including all specifications and programming information requested of Tenant by Landlord’s Architect, and a cost estimate based on the Working Drawings and Specifications prepared by the General Contractor (the “Cost Estimate”), which Cost Estimate will include a reasonably detailed description of rates and a proposed construction schedule, not later than August 8, 2014 (the “Plan Approval Date”). To the extent applicable, the Working Drawings and Specifications shall include Landlord's building standard tenant improvements, materials and specifications for the Project as set forth in the “Outline Specifications- Tenant Improvements” set forth in the attached Schedule 1 (“Building Standard Improvements”), except for changes and additions specifically requested by Tenant and reasonably approved by Landlord in writing (any such addition or variation from the Standard Improvements shall be referred to herein as a (“Non-Standard Improvement”). All Tenant requests for Non-Standard Improvements must be in writing and shall provide sufficient specifications and details for Landlord to reasonably evaluate impacts upon the Working Drawings and Specifications and Cost Estimate. Tenant shall approve or provide suggested revisions to the Working Drawings and Specifications and Cost Estimate by signing copies of each or specifying in reasonable detail any suggested revisions thereto as hereinabove provided. Landlord shall in good faith modify Working Drawings and Specifications and Cost Estimate to incorporate Tenant's suggested revisions in a mutually satisfactory manner prior to the Plan Approval Date.

2.2    In the event that Tenant subsequently requests in writing a revision to the Working Drawings and Specifications approved by the parties pursuant to Section 2.1 above (“Change”), and Landlord so approves such Change as provided in the Section next below, Landlord shall advise Tenant by written order (a “Change Order”) as soon as is practical of any net cost increase in the Completion Cost above the Final Cost Estimate (taking into account any cost savings attributable to such Change Order together with previous Change Orders). Tenant shall approve or disapprove such Change Order, if any, in writing within 3 business days following Tenant's receipt of such Change Order. If Tenant disapproves any such Change Order, Tenant shall nonetheless be responsible for the reasonable architectural and/or planning fees incurred in preparing such Change Order. Landlord shall have no obligation to interrupt or modify the Tenant Improvement Work pending Tenant's approval of a Change Order, but if Tenant fails to timely approve a change order, Landlord may (but shall not be required to) suspend the applicable Tenant Improvement Work. Except for revisions required by code or other applicable laws which do not materially and adversely affect Tenant’s permitted use of the 5451 Great America Premises or materially increase Tenant’s Contribution, in no event shall Landlord have the right to make any revisions to the Working Drawings and Specifications without Tenant’s prior written consent, which consent shall not be unreasonably withheld or delayed.

2.3    Landlord agrees that it shall not unreasonably withhold its consent to Tenant's requested Changes, provided that such consent may be withheld in any event if the requested Change: (i) materially adversely affects the structure of the 5451 Great America Building, (ii) materially adversely affects the electrical, mechanical, plumbing, life safety, sprinkler, HVAC or other systems of the 5451 Great America Building, (iii) affects the exterior appearance of the 5451 Great America Building or the exterior areas of the Project, (iv) does not comply with all applicable laws, (v) adversely affects the configuration of tenant spaces or the core spaces throughout the 5451 Great America Building in the following respects: non-continuous ceiling grid, inconsistency of lighting fixtures, walls penetrating the ceiling grid, significantly non-rectangular or odd-sized offices (provided that minor variations in shape or size shall not be considered a Design Problem), or (vi) results in inconsistency of the quality, materials or

finishes within the 5451 Great America Building as to equivalently improved portions of the 5451 Great America Premises (collectively, a “Design Problem”).

2.4    Landlord’s General Contractor shall construct the Tenant Improvements under contract to Landlord. Promptly following the approval of the Working Drawings and Specifications by the parties pursuant to Section 2.1 above, Landlord shall cause its General Contractor to submit the major subtrade work (including, without limitation, mechanical, electrical and plumbing) to a competitive bidding process involving at least 3 licensed and reputable subcontractors; and Landlord shall provide copies of the bid responses to Tenant. Such subcontractors are subject to Tenant’s approval.

2.5    All of the Tenant Improvements shall become the property of Landlord and shall be surrendered with the 5451 Great America Premises at the expiration or sooner termination of this Lease. Notwithstanding the foregoing, Landlord shall have the right, by notice to Tenant given at the time of Landlord's approval of the Working Drawings and Specifications and any Change, to require Tenant to remove all or any of the Tenant Improvements approved in the Working Drawings and Specifications or by way of such Change, to repair any damage to the 5451 Great America Premises arising from such removal, and to replace any Non-Standard Improvements so approved with the applicable Building Standard Improvement, provided that such right may only be exercised by Landlord with respect to Tenant Improvements (i) that constitute a Design Problem, or (ii) that constitute the substitution of Non-Standard Improvements for Building Standard Improvements. Any such removals, repairs and replacements by Tenant shall be completed by the Expiration Date or sooner termination of this Lease.

2.7    Tenant hereby designates Dan Dei Rossi (“Tenant’s Construction Representative”), Telephone No. (408) 547-8136, email: ***@***, as its representative, agent and attorney-in-fact for all matters related to the Tenant Improvement Work, including but not by way of limitation, for purposes of receiving notices, approving submittals and issuing requests for Changes, and Landlord shall be entitled to rely upon authorizations and directives of such person(s) as if given directly by Tenant. The foregoing authorization is intended to provide assurance to Landlord that it may rely upon the directives and decision making of the Tenant’s Construction Representative with respect to the Tenant Improvement Work and is not intended to limit or reduce Landlord’s right to reasonably rely upon any decisions or directives given by other officers or representatives of Tenant. Any notices or submittals to, or requests of, Tenant related to this Work Letter and/or the Tenant Improvement Work may be sent to Tenant’s Construction Representative at the email address above provided. Tenant may amend the designation of its Tenant’s Construction Representative(s) at any time upon delivery of written notice to Landlord.

2.8    Notwithstanding anything to the contrary in the Lease or this Work Letter, Tenant’s acceptance of the 5^th Floor Premises and the 4^th Floor Premises shall not be deemed a waiver of Tenant’s right to require Landlord to cause its contractor to correct any defects in the Tenant Improvements identified by Tenant, in writing, within twelve (12) months after the Commencement Date for the 5^th Floor Premises and within twelve (12) months following the Commencement Date for the 4^th Floor Premises, respectively. Landlord shall promptly repair or cause the General Contractor to repair all such defects, at no cost to Tenant.

2.9    Notwithstanding anything to the contrary in the Lease or this Work Letter, it is understood and agreed that completion of the Tenant Improvement Work is not a condition of, nor shall extend or otherwise affect, the Commencement Date for the 5^th Floor Premises or the Commencment Date for the 4^th Floor Premises; provided, however, that the Commencement Date for the 5^th Floor Premises shall be delayed, on a day-for-day basis, for each day of “Landlord Delay” (as hereinafter defined) in the “Substantial Completion” (as hereinafter defined) of the Tenant Improvement Work for the 5^th Floor Premises. As used herein, “Landlord Delay” shall mean any delay in the substantial completion of construction of the Tenant Improvements beyond 14

weeks following obtaining a permit(s) therefor from the City of Santa Clara, except to the extent of any delays caused by Tenant, including without limitation, delays in the construction of the Tenant Improvements caused by Changes requested by Tenant. As used herein, “Substantial Completion” shall mean the substantial completion of the Tenant Improvements in the 5^th Floor Premises (as provided in Section 3.1 below), but for minor punch list matters, and the obtaining of a temporary of final certificate of occupancy for the 5^th Floor Premises.

3.1    Landlord shall complete, or cause to be completed, the Tenant Improvements, in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. The Tenant Improvements shall be constructed by Landlord in accordance with all rules, regulations, codes, ordinances, statutes, and laws of any governmental or quasi-governmental authority in effect as of the date of the issuance of the applicable building permit(s) therefor, and in a good and workman-like manner using material and equipment of new and otherwise of good quality. Landlord shall obtain standard warranties on the elements of the Tenant Improvements that Tenant is responsible for maintaining under the Lease and shall assign to Tenant, or otherwise cooperate to make available to Tenant the benefit of, all such warranties.

3.2    Landlord shall pay up to $3,328,435.00, based on $55.00 per rentable square foot of the 5451 Great America Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward any of the Tenant Improvements described in the approved Working Drawings and Specifications (as same may be modified pursuant to a Change Order or as otherwise provided in Section 2.2 above), including but not limited to, any specialized pipe installations, but excluding alterations not included in the Working Drawings or Specifications (as same may be modified pursuant to a Change Order or as otherwise provided in Section 2.2 above). In the event the sum of the cost of the “Completion Cost” of the Tenant Improvement Work is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution.

3.3    Tenant shall pay the difference between the Landlord’s Maximum Contribution, as specified in this Work Letter and the “Completion Cost” of the Tenant Improvement Work (as hereinafter defined). The amounts to be paid by Tenant for the Tenant Improvements pursuant to this Section 3.3 are sometimes cumulatively referred to herein as the "Tenant's Contribution".

3.4    The “Completion Cost” shall mean all costs of Landlord in completing the Tenant Improvements in accordance with the approved Working Drawings and Specifications and with any approved Changes thereto, including but not limited to the following costs: (i) payments made to architects, engineers, contractors, subcontractors and other third party consultants in the performance of the work, (ii) salaries and fringe benefits of persons, if any, in the direct employ of Landlord performing any part of the construction work, (iii) permit fees and other sums paid to governmental agencies, (iv) permit fees and other sums paid to governmental agencies, and (v) costs of all materials incorporated into the work or used in connection with the work. The Completion Cost shall also include an administrative/supervision fee to be paid to Landlord or to Landlord's management agent in the amount of two percent (2%) of the Landlord’s Contribution funded towards the Completion Cost of the Tenant Improvement Work, and reasonable “peer review” fees payable to Landlord’s MEP engineers. Unless expressly authorized in writing by Landlord, the Completion Cost shall not include (and no portion of the Landlord’s Contribution shall be paid for) (i) any costs incurred by Tenant, including without limitation, any costs for space planners, managers, advisors or consultants retained by Tenant in connection with the Tenant Improvements (which shall be the sole responsibility of Tenant), or (ii) the following costs (which shall be the sole responsibility of Landlord): (a) costs for improvements which are not shown on or described in the Working Drawings and Specifications (as same may be modified pursuant to a Change Order or as otherwise provided in Section 2.2 above), unless otherwise approved by Tenant, which approval shall not be unreasonably withheld; (b) costs incurred due to the presence of Hazardous Materials in the Project or the surrounding area; (c) attorneys' fees incurred in connection with negotiation of construction contracts, and attorneys' fees, experts' fees and other costs in connection with disputes with third parties; (d) interest and other costs of financing construction costs; (e) costs to bring the 5451 Great America Premises, the 5451 Great America Building or the Common Areas into compliance with applicable laws and restrictions in the event of Landlord’s failure to construct either the 5451 Great America Building or the Tenant Improvements in accordance with same; or (f) construction management, profit and overhead charges payable to Landlord, except for the administrative/supervision fee provided in Section 3.4 above.

3.5    Following issuance by the City of Santa Clara of a permit relating to the Tenant Improvements, but prior to start of construction of the Tenant Improvements, Tenant shall pay 25% of the Tenant’s Contribution set forth in the Cost Estimate,

with the remainder of the Tenant’s Contribution payable to Landlord in installments of 25% each following the completion of each of the initial three (3) months of construction of the Tenant Improvements. Funds either due and payable from Tenant, or any refund due and payable to Tenant, based on the actual Completion Cost of the Tenant Improvements, shall be made within 30 days following the Substantial Completion of the Tenant Improvement Work. If Tenant defaults beyond applicable notice and cure periods in the payment of any sums due under this Work Letter, Landlord shall (in addition to all other remedies) have the same rights as in the case of Tenant's failure to pay rent under the Lease, including, without limitation, the right to terminate this Lease and recover damages from Tenant and/or to charge a late payment fee and to collect interest on delinquent payments, and Landlord may (but shall not be required to) suspend the Tenant Improvement Work following such default, in which event any delays because of such suspension shall constitute Tenant Delays hereunder.

3.6 Landlord shall promptly (and not later than 15 days following Tenant’s reasonable request therefor made not more frequently than monthly) provide any invoices Landlord has received relating to the Tenant Improvements described in this Exhibit X.

4.1    All claims or disputes between Landlord and Tenant arising out of, or relating to, this Work Letter shall be decided by the JAMS/ENDISPUTE (“JAMS”), or its successor, with such arbitration to be held in Santa Clara County, California, unless the parties mutually agree otherwise. Within 10 business days following submission to JAMS, JAMS shall designate three arbitrators and each party may, within 5 business days thereafter, veto one of the three persons so designated. If two different designated arbitrators have been vetoed, the third arbitrator shall hear and decide the matter. If less than 2 arbitrators are timely vetoed, JAMS shall select a single arbitrator from the non-vetoed arbitrators originally designated by JAMS, who shall hear and decide the matter. Any arbitration pursuant to this section shall be decided within 30 days of submission to JAMS. The decision of the arbitrator shall be final and binding on the parties. In no event shall the arbitrator be empowered or authorized to award consequential or punitive damages (including any award for lost profit or opportunity costs or loss or interruption of business or income). All costs associated with the arbitration shall be awarded to the prevailing party as determined by the arbitrator.

4.2    Notice of the demand for arbitration by either party to the Work Letter shall be filed in writing with the other party to the Work Letter and with JAMS and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to this Work Letter shall include, by consolidation, joinder or in any other manner, any person or entity not a party to the Work Letter unless (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, or (3) the interest or responsibility of such person or entity in the matter is not insubstantial.

4.3    The agreement herein among the parties to arbitrate shall be specifically enforceable under prevailing law. The agreement to arbitrate hereunder shall apply only to disputes arising out of, or relating to, this Work Letter, and shall not apply to other matters of dispute under the Lease except as may be expressly provided in the Lease.