Sublease Agreement, dated July 25, 2018, between Credo Semiconductor, Inc. and Microchip Technology Incorporated

This SUBLEASE AGREEMENT (this “Sublease”) is made effective as of July 25, 2018, by, between and among Microchip Technology Incorporated, a Delaware corporation (“Sublessor”) and Credo Semiconductor, Inc., a California corporation (“Sublessee”), collectively referred to as the "Parties", or individually as a "Party".

A.On August 30, 2011, CA-Skyport III Limited Partnership, a Delaware limited partnership, as “Original Landlord,” and Atmel Corporation, a Delaware Corporation, as “Tenant,” entered into an “Office Lease” with associated “Exhibits A through I.” Original Landlord and Tenant amended the Office Lease by a “First Amendment” dated June 26, 2012. The Office Lease, Exhibits A through I, the First Amendment, the Notice of change in Building Ownership dated July 30, 2012, the Notice of Acquisition dated May 10, 2016, and the Notice of Assignment dated September 12, 2017, will be collectively referred to in this Sublease as the “Master Lease” and attached for reference as Schedule E to this Sublease.

B.The Master Lease, section 1.2 defines the terms “Building,” “Premises,” “Property,” and “Project.” Where those terms are used in this Sublease, they are intended to have the same meaning as they are defined in the Master Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties provide and agree as follows:

1.    Sublease of Building Space.  Sublessor hereby subleases to Sublessee space within the Building that is within the Premises as defined in the Master Lease, as follows:

A.    That approximately 25,870 rentable square foot space on the fifth floor of the Building, which space is specifically identified on Schedule A attached to this Sublease (the “Sublease Premises”); and

B.    That approximately 19,157 rentable square foot space on the fourth floor of the Building which space is specifically identified on Schedule B attached to this Sublease but excludes the main data center, labs and other spaces outlined in red and labeled ‘Not a Part’ which Sublessor shall retain exclusive access (the “Expansion Sublease Premises”).

C.    Except as specifically referenced herein to distinguish the Sublease Premises from the Expansion Sublease Premises, reference in this Sublease to the Sublease Premises is intended to include both the Sublease Premises and the Expansion Sublease Premises.

2.    Permitted Use of Sublease Premises:

A.    Sublessee’s use of the Sublease Premises shall not differ from, and shall be consistent, with Sublessor’s “Permitted Use” of the Premises, which Permitted Use is defined in Section 1.7 of the Master Lease. Sublessor shall not engage in any activity or use the Sublease Premises in any way that would be inconsistent with or cause Sublessor to be in

violation of the Permitted Use of the Premises as defined in Section 1.7 of the Master Lease.

B.    Sublessee’s use of the Sublease Premises shall also comply with, and shall not cause Sublessor to be in violation of, the requirements of Section 5.1 of the Master Lease provided, however, that Sublessor shall remain solely responsible to Master Lessor with regard to the provisions of Section 5.1 for making any change required under the Law to any Landlord System or common area (as those terms are defined Section 5.1 and 7.1.2 of the Master Lease)or the structure of the Roof of the Building caused by any Tenant-Insured Improvement (as defined in Section 10.2.2 of the Master Lease) and Sublessee shall not have any responsibility therefor unless the change required under the Law is related to any Sublessee improvements installed by or for the benefit of Sublessee, in which case Sublessee shall be responsible for making any change required under the Law to the same extent Sublessor is or may be liable to the Master Lessor pursuant to Section 5.1 of the Master Lease.

3.    Master Lessor Consent: Section 14 of the Master Lease requires the Master Lessor’s approval of any sublease and requires Sublessor and any proposed sublessee to provide certain documentation prior to Master Lessor’s approval of any sublease. Sublessor and Sublessee acknowledge and understand that this Sublease shall only become effective upon Master Lessor’s approval of this Sublease and should Master Lessor not approve of the Sublease, the parties release each other from any liability, costs or obligations associated with the Sublease. Neither Sublessor nor any of Sublessor’s agents have made any representation regarding Master Lessor’s approval of or willingness to approve this Sublease. Sublessee has not relied on and will not rely on any alleged representation by Sublessor or any of Sublessor’s agents regarding Master Lessor’s approval of or willingness to approve this Sublease. Sublessor and Sublessee agree to provide any documentation required by Section 14 of the Master Lease, and any other documentation reasonably requested by Master Lessor, for approval of this Sublease. The Parties will provide to the Master Lessor an executed copy of this Sublease for Master Lessor’s approval.

4.    Term:

A.    Sublease Premises Term: The term of the Sublease for the Sublease Premises shall commence (“Sublease Premises Commencement”) on the later of: (1) August 1, 2018; or (2) the date on which this Sublease is fully executed by the Parties and after Master Lessor consents to the Sublease as required by Section 14 of the Master Lease. Unless terminated on an earlier date for reasons permitted under this Sublease, the term of the Sublease shall expire on February 28, 2022.

B.    Expansion Sublease Premises Term: The term of the Expansion Sublease shall commence on January 1, 2019 (“Expansion Sublease Commencement”). Unless terminated on an earlier date for reasons permitted under this Sublease, the term of the Expansion Sublease shall expire on February 28, 2022.

C.    Early Access: Provided that (1) this Sublease is fully executed by the Parties; (2) Master Lessor consents to the Sublease as required by Section 14 of the Master Lease, (3) the

Security Deposit and Prepaid Rent have been paid by Sublessee to Sublessor, and (4) Certificates of Insurance as required in this Sublease are provided by Sublessee to Sublessor, Sublessor grants Sublessee early access to the Sublease Premises a minimum of fourteen (14) days prior to their respective commencement dates (“Early Access Period”). During the Early Access Period, Sublessee shall not be obligated for the base rent or operating expenses.

D.    Termination of Master Lease: Notwithstanding anything to the contrary under this Sublease, the termination or expiration of the Master Lease for any reason shall result in the termination of this Sublease and all obligations contained herein immediately upon such termination or expiration of the Master Lease. Sublessor shall not be liable to Sublessee for any loss, cost or expense occasioned by, or resulting from, the expiration or termination of the Master Lease, except to the extent that such termination or expiration is (a) caused by the Sublessor, and (b) prior to February 28, 2022. Each Party shall provide notice to the other Party promptly upon learning of any material risk that the Master Lease may be expire or be terminated, including all relevant information which the notifying Party can provide without violating applicable law, or preexisting contractual confidentiality obligations. Upon termination or expiration of the Master Lease, Sublessor shall refund to Sublessee its deposits, remaining prepaid rent (only if the Master Lease terminates prior to the 8th Month of this Sublease), and all other similar monies held by Sublessor, in accordance with Section 6.E.

5.    Condition of Premises: Sublessor shall, at Sublessor’s sole cost and expense, deliver the Sublease Premises in good condition and repair and with the carpet professionally cleaned. Sublessee shall have ninety (90) days following respective Sublease Commencement dates to report to Sublessor any malfunctions or problems relating to the Sublease Premises and Expansion Sublease Premises building systems (e.g., electrical, plumbing and mechanical system) and Sublessor will commence and complete the necessary repairs in a timely manner and at Sublessor’s sole cost, except as any such malfunctions or problems are within the responsibilities of Master Lessor as set forth in sections 5.2, 6.1, or 7.1 of the Master Lease, in which case Sublessor shall have the right, but not the obligation, to pursue remedies as against the Master Lessor as set forth in section 19.5.2 of the Master Lease. Sublessee shall not have any claim or right against Sublessor to repair problems or malfunctions that are the responsibility of Master Lessor pursuant to sections 5.2, 6.1, or 7.1 of the Master Lease unless Sublessor declines to pursue the remedies available to it in section 19.5.2 of the Master Lease.

6.    Rent: Sublessee shall pay as rent on the first day of each month when rent is due, without notice, and free from all claims, deductions and set offs of any nature or for any reason against Sublessor. If the Sublease Premises Commencement date is not the first date of the month, the rent-free period for the first (1st) month of the Sublease Premises Term shall only include those days the Sublessee occupies the Sublease Premises and no credit or offset shall be given for those days of the first month in which Sublessee does not occupy the Sublease Premises.

A.    Sublease Premises Rent:

*months 13 and 25 of the Sublease Premises Term shall be rent-free.

B.    Expansion Sublease Premises Rent:

C.    Additional Sublease and Expansion Sublease Premises Rent:

1.    Sublessor shall be responsible for payment of any Expenses, Taxes, Parcel Assessments and Project Assessments as provided for in Section 4 of the Master Lease. Sublessee shall not be responsible for payment of any Expenses, Taxes, Parcel Assessments and Project Assessments as provided for in Section 4 of the Master Lease, except that any taxes on Sublessee’s equipment, furniture, fixtures or other personal property located in or about the Sublease Premises that are levied against Master Lessor or Sublessor, in which case the provisions of Section 4.5 of the Master Lease shall apply to Sublessee in the same manner that Sublessor may be responsible to Master Lessor for such personal property taxes.

2.    Sublessee shall be responsible for any janitorial service specifically charged for service to the lab area on the Fifth Floor.

3.    Sublessee shall be responsible for the cost of dedicated air and power, as well as the CDA and vacuum equipment, supplied to any engineering lab and IDF room located in the Sublease Premises. Sublessor may, at Sublessor’s sole discretion and expense, install a sub-meter to gauge the power draw (including the CDA and vacuum equipment) for said areas. If Sublessor elects to install such sub-meter, Subleasee shall pay costs billed by Sublessor that are associated with Subleasee’s power use indicated by the sub-meter. Specific to the CDA and vacuum equipment, Sublessee shall be responsible for one hundred percent (100%) or, if other subtenants are

utilizing said systems, its pro-rata share of quarterly and annual maintenance costs associated with CDA and vacuum equipment.

D.    Prepaid Rent: At execution of the Sublease, Sublessee will provide Sublessor with a check in the amount of the third month’s Rent for the Sublease Premises and the eighth month’s Rent for the Expansion Sublease Premises. Having prepaid the Rent for these periods, Sublessee shall not be required to pay Rent for these periods during those months.

E.    Security Deposit:

1.    At execution of the Sublease, Sublessee shall provide Sublessor with a security deposit that is equal to $256,699.26. The Security Deposit shall not be segregated by Sublessor, and Sublessee understands and acknowledges that the Security Deposit is not being held in trust by Sublessor for Sublessee’s benefit but may be used by Sublessor in Sublessor’s sole discretion subject to the provisions of subsection (3) below, regarding refund of the Security Deposit.

2.    The Security Deposit may not be used by Sublessee to pay the last month’s Rent.

3.    Within thirty (30) days from the later date of (i) end of the Sublease Premises Term and Expansion Sublease Premises Term or (ii) the date Sublessee has surrendered the Sublease Premises and Expansion Sublease Premises, Sublessor shall refund and pay to Sublessee the Security Deposit, minus (i) any unpaid Rent due and owing, (ii) the cost to repair any damages caused by Sublessee or Sublessee’s invitees or agents to the Sublease Premises or Expansion Sublease Premises, (iii) any costs to clean or restore the Sublease Premises or Expansion Sublease Premises to a broom-clean condition, normal wear and tear excepted; (iv) the cost to remove, store or dispose of any of Sublessee’s furniture, fixtures or equipment not removed by Sublessee prior to surrendering; and (v) Sublessor’s damages for any breach by Sublessee of any term of this Sublease, including unpaid rent.

F.    Holdover Rent: In the event, Sublessee remains in occupancy of the Sublease Premises upon expiration of the Term of the Sublease, or earlier expiration of the Sublease or Sublessee’s rights to possession of the Sublease Premises for default or otherwise, without Sublessor’s written authorization and the Master Lessor’s written authorization, the holdover penalty shall be five hundred (500%) percent of the Rent paid for the last month of the Sublease Premises’ term (“Holdover Penalty”). If Subleasee demonstrates to Sublessor’s reasonable satisfaction that (1) it has signed a lease covering the Subleased Premises with Master Lessor for a term beyond March 31, 2022 and (2) that Sublessee will not cause Sublessor to suffer any liability or expense by remaining in the Subleased Premises beyond February 28, 2022, then, for the period from February 28, 2022 to March 31, 2022 only, the Sublease term shall be extended at the same Sublease Premises Rent and under the same terms and conditions as the previous month. Notwithstanding the foregoing, unless Sublessor and Sublessee come to written agreement regarding the disposition of the Sublessor Furniture, Sublessee shall return all Sublessor Furniture to

Sublessor on or before February 28, 2022. This Section 6.F shall not apply if Sublessor causes the Master Lease to be terminated prior to February 28, 2022.

7.    Compliance and Master Lease Exclusions: Except to the extent a particular Master Lease section, subsection, right, or obligation is directly incorporated into this Sublease or otherwise explicitly made applicable to a party by this Sublease, the Master Lease terms and conditions are excluded from applicability to this Sublease. Sublessee shall, with respect to the Sublease Premises, perform the obligations of the Sublessor under the Master Lease that are incorporated into this Sublease and shall neither do nor permit anything to be done which would constitute a breach under the Master Lease or otherwise cause the Master Lease to be terminated . Sublessee shall indemnify, defend and hold Sublessor harmless from and against all costs, claims, damages or expenses of any kind whatsoever resulting from any breach or otherwise resulting from Sublessee’s use, occupancy or operation of the Sublease Premises or occasioned wholly or in part by any act or omission of Sublessee, and Sublessee’s agents, contractors, employees or invitees.

8.    Rules and Regulations: Sublessee agrees to comply with the “Rules and Regulations” as set forth in “Exhibit D” to the Master Lease. Sublessor is not responsible to Sublessee for the nonperformance of any of the Rules and Regulations by any other tenants or occupants of the Project. Sublessor reserves the right to modify and issue additional or supplement rules and regulations applicable to Sublessee and Sublessor’s other tenants.

9.    Furniture: Sublessor shall not be responsible for furnishing the Sublease Premises, however, Sublessor shall grant Sublessee the right to utilize 102 cubicles and one hundred (100) chairs on the Fifth (5th) Floor Sublease Premises, with Sublessor using best efforts to provide up to 69 additional cubicles on the Expansion Sublease Premises. Additionally, after obtaining Sublessor’s consent in each instance, Sublessee shall have the option to use other furniture and furnishings (including but not limited to benches, tables, and chairs) currently located in the Sublease Premises and the Expansion Sublease Premises subject to the same terms (“Sublessor’s Furniture”). Sublessor’s Furniture shall consist initially of those cubicles that are presently disassembled within the building, then shall utilize the cubicles presently located on the 4th floor to achieve the total requested cubicles. Sublessee shall be responsible for the cost of relocation within the Building and installation of said Sublessor’s Furniture. No warranty or guarantee of condition of said Sublessor’s Furniture is being provided by Sublessor to Sublessee. There shall be no charge to Sublessee for the use of Sublessor’s Furniture. Sublessee shall have access to the Sublease Premises and Expansion Sublease Premises upon full execution of the Sublease Agreement for the purpose of installing cubicles and furniture. Sublessee’s furniture vendor will be required to provide proof of reasonably suitable insurance for the effort to both relocate and install Sublessor’s furniture. All Sublessor's Furniture including the loaned cubicles and chairs shall be identified and listed with their conditions and quantities in Schedule D to be initialed and completed together by an employee of each party within 20 business days after Premises Commencement or the Early Access Period, whichever comes first.

10.    Parking: Upon Sublease Premises Commencement or the Early Access Period, whichever is earlier, Sublessor grants Sublessee the nonexclusive right to use a total of ninety (90) parking

stalls in the Building’s adjacent parking garage for use by Sublessee, its employees, contractors or business invitees. Sublessor shall not be liable to Sublessee, nor shall it be a breach of the Sublease, if any parking is impaired by Law or by the occurrence of any events not within Sublessor’s control. At the Expansion Sublease Premises Commencement, Sublessor shall increase Sublessee’s allotment of nonexclusive parking stalls to a total of one hundred forty-five (145). There shall be no additional cost, charges, or rental payable in connection with said parking. Sublessor shall not be responsible for any damage or theft to any vehicles or other property arising from Sublessee’s use of the parking spaces. Provided that Sublessor provides the number of parking spaces granted herein, Sublessor may reserve to itself or its invitees certain parking spaces for Sublessor’s exclusive use.

11.    Signage: Within a reasonable period of time after the Sublease Premises Commencement, Sublessor shall, at Sublessor’s sole cost and expense, create a directory in the Building’s First-Floor lobby to identify all of the subtenants, including Sublessee. Otherwise, subject to Sublessor’s consent, Sublessee, at Sublessee’s sole cost, shall be permitted to install identification signage on Sublessee’s floors.

12.    Access and Security: Sublessor shall, at Sublessor’s sole cost and expense, provide a security service for the Building. A security guard/front desk attendant will staff the First-Floor lobby front desk M-F from 8:00 AM – 5:00 PM (excluding legal holidays). Access cards, at the ratio of one (1) per two hundred fifty (250) Rentable Square Feet subleased, shall be issued Sublessee at Sublessor’s sole cost and expense, in order to allow Sublessee’s employees to access the building. Sublessee may acquire an additional eighty-three (83) access cards at a cost to Sublessee of Twenty and No/100 ($20.00) Dollars per access card, and Sublessor shall use reasonable efforts to assist Sublessee. Unless deemed as replacement access cards for access cards lost, no additional access cards beyond two hundred forty-nine (249) shall be issued to Sublessee by Sublessor. Sublessee, at Sublessee’s sole cost and expense, shall be responsible for installing any security service/system specific to the Sublease Premises. To the full extent permitted by law, Sublessor shall not be liable to Sublessee or any of Sublessee’s employees or business invitees for death, personal injury or property loss caused by any failure to provide adequate security.

13.    Hours of HVAC Service: During the term of the Sublease, the building’s standard hours of HVAC service shall be 7:00 AM – 7:00 PM Monday through Friday, excluding legal holidays.

14.    Common First Floor and Fourth Floor Restrictions: As shown on Schedule C to the Sublease, on a non-exclusive basis Sublessor shall make available to Sublessee the following areas of the First Floor:

a)    That 3,200 RSF All Hands Room;

b)    That Shipping/Receiving Area;

c)    The five (5) conference rooms adjacent to the Media Studio;

d)    Lobby reception area; and

e)    The restroom and showers.

Items a and c shall be used on a first come first serve basis, as they will be offered to all subtenants. The item b area shall be used for the transfer of Sublessee’s deliveries (coming and going) and not for the storage of said deliveries. The only fees that might be charged by Sublessor to Sublessee for these areas would be a reasonable cleanup cost for Sublessor’s use of the areas.

During the Sublease term, Sublessor retains exclusive access and use to the fourth-floor spaces outlined in red and labeled 'Not a Part' as shown in Schedule B. To that end, Sublessor may, at Sublessor's sole discretion and expense, place reasonable restrictions and/or make reasonable modifications to this space and its adjoining hallways or stairwells which may include glass privacy partitions, security doors/alarms, and other security measures. Sublessor shall take reasonable measures to ensure any such restrictions or modifications do not meaningfully disturb Sublessee's use or enjoyment of the Expansion Sublease Premises.

15.    Alterations: Prior to making any Alterations as defined in Section 7.2 of the Master Lease, Sublessee shall (1) confirm in writing it can comply with Sublessor’s obligations to Master Lessor pursuant to Sections 7.2 and 7.3 of the Master Lease, (2) comply with Sublessor’s reasonable requests associated with Sublessee Alterations, and (3) obtain Sublessor’s written consent; provided however that Sublessee may install cubicles or furniture if such installation will not affect any structural component or major system of the Building and on the condition that Sublessee remove such installations at its sole expense without damage to the Sublease Premises prior to surrender of the Sublease Premises. In no event shall Sublessor be liable or responsible for any denial (whatever the reason) by the Master Lessor to consent to any Sublessee Alteration. If Sublessee makes any Alterations, the ownership of the Alterations will be governed by Section 8 of the Master Lease in the same manner as Sublessor’s Alterations.

16.    Liens: Sublessee shall be responsible for keeping the Project free from any lien arising from any work performed, material furnished, or obligation incurred by Sublesee to the same extent as Sublessor is responsible therefor pursuant to Section 9 of the Master Lease.

17.    Waiver, Indemnification and Insurance:

A.    Waiver and Indemnification: Sublessee shall waive all claims against the “Tenant Parties” and the “Landlord Parties” as defined in Section 10.1 of the Master Lease to the same extent and in the same manner as Sublessor waives claims against the Landlord Parties pursuant to Section 10.1 of the Master Lease. Sublessee shall indemnify, defend, protect and hold the Tenant Parties and the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ fees and consultants’ fees and expenses) to the same extent and in the same manner as Sublessor does hold the Landlord Parties harmless pursuant to Section 10.1 of the Master Lease. Sublessor shall indemnify, defend, protect and hold Sublessee and its (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees and agents (the “Sublessee Parties”) harmless

from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ fees and consultants’ fees and expenses) to the same extent and in the same manner as the Master Lessor does hold the Tenant Parties harmless pursuant to Section 10.1 of the Master Lease.

B.    Sublessor’s Insurance: Sublessee shall maintain the following coverages in the following amounts.

1.    Commercial General Liability Insurance in the amount of $3,000,000 and in the same form as Sublessor is required to provide pursuant to Section 10.2.1 of the Master Lease.

2.    Property Insurance in the amount of $1,000,000 and in the same form as Sublessor is required to provide pursuant to Section 10.2.2 of the Master Lease.

3.    Workers’ Compensation Insurance in such amounts as required by applicable law and in the same form as Sublessor is required to provide pursuant to Section 10.2.3 of the Master Lease.

C.    Form of Insurance: Sublessee shall provide forms of insurance in the same form as Sublessor is required to provide pursuant to Section 10.3 of the Master Lease and shall name the Master Lessor and Sublessor as Additional Insured Parties in the same manner and form as Sublessor is required to provide pursuant to Section 10.3 of the Master Lease.

D.    Subrogation: Sublessee shall cause any of Sublessee’s insurers to waive rights of subrogation in the same manner and form as Sublessor and Master Lessor are required to cause waivers of Subrogation as set forth in Section 10.4 of the Master Lease.

18.    Casualty Damage: Sublessor’s obligations to Sublessee for any damage to the Premises shall be equal to and subject to the same notice requirements, restrictions and limitations on liability and requirements for assignment of insurance proceeds as set forth in Section 11 of the Master Lease, and in no event shall Sublessor be liable to Sublessee in any manner other than Master Lessor may be responsible to Sublessor pursuant to Section 11 of the Master Lease.

19.    Nonwaiver: The nonwaiver provisions of Section 12 of the Master Lease shall be equally applicable to Sublessor and Sublessee as they are applicable to Master Lessor and Sublessor.

20.    Condemnation: Sublessor’s obligations to Sublessee for any Taking as defined in Section 13 of the Master Lease shall be equal to Master Lessor’s obligations and limitations on liability as set forth in Section 13 of the Master Lease.

21.    Assignment and Subletting: Assignment and subletting of the Sublease shall be subject to the provisions of Sections 14.1, 14.2 and 14.6 of the Master Lease to the same extent, and with the same requirements of Sections 14.1, 14.2 and 14.6 of the Master Lease. For any Assignment of the Sublease or subletting of the Sublease, Sublessee shall follow the same procedures as Sublessor must follow in the Master Lease, as if Sublessor were the Master Lessor, to obtain Sublessor’s consent to any Assignment or subletting of the Sublease, and

Sublessor may consent or refuse to consent to Assignment or subletting for any reason Master Lessor may consent or refuse to consent to Assignment or subletting under the Master Lease. In addition, Master Lessor must consent to any request by Sublessee for Assignment or subletting of the Sublease in the same manner as Master Lessor may consent to Assignment or subletting if it were Sublessor were seeking Master Lessor’s consent for Assignment or subletting pursuant to Section 14 of the Master Lease. The Effect of Consent will as to Sublessor’s Consent, be the same as the effect of the Master Lessor’s Consent as set forth in Section 14.3 of the Master Lease with respect to any Assignment or sublease by Sublessor provided the Credit Requirements as defined in Section 14.5 of the Master Lease are met by the proposed assignee of the Sublease.

A.    Transfer Premium: Sublessor shall have the same right of Master Lessor to the Transfer Premium as set forth in Section 14.3 of the Master Lease with respect to any Assignment or sublease by Sublessor.

B.    Right to Recapture: Sublessor shall have the same right of Master Lessor to Recapture as set forth in Section 14.4 of the Master Lease with respect to any Assignment or sublease by Sublessor.

C.    Effect of Default: If Sublessee is in default, then Sublessee grants Sublessor the same irrevocable appointment as attorney-in-fact to direct any transferee of Sublessee’s sublease to make payments to Sublessor until such default is cured as Mater Lessor would have against Sublessor pursuant to Section 14.7 of the Master Lease.

D.    Permitted Transfers: Sublessee shall have the same rights and obligations for an assignment of the Sublease to constitute a Permitted Transfer as Sublessor has with respect to the Master Lease, as set forth in Section 14.8 of the Master Lease.

22.    Sublessor Assignment and Transfer: Sublessor may assign its interest under the Sublease to a third party upon receiving Master Lessor’s consent pursuant to the terms of the Master Lease. Sublessee shall have no right to object to Sublessor’s request to Master Lessor to consent to an assignment of the Master Lease. Additionally, Sublessor may, with notice to Sublessee, assign or transfer this Sublease to any subsidiary, affiliate, parent company or other entity that controls, is controlled by or is under common control with Sublessor, or to assign this Sublease as a result of a consolidation, merger, stock transfer or purchase of substantially all of Sublessor’s assets.

24.    Subordination and Estoppel Certificates: In any circumstance where Sublessor is obligated by the Master Lease to subordinate its lease to a Security Instrument for the benefit of a Security

Holder as defined in Section 17 of the Master Lease, and the Master Lessor requires Sublessee to subordinate its Sublease in addition to requiring Sublessor to subordinate its Master Lease, Sublessor shall be obligated to provide Master Lessor a subordination to the same extent Sublessor is required to do so and to attorn to the Security Holder in the same manner Sublessor is required to attorn. Sublessee waives any right to terminate this Sublease in the event of a foreclosure to the same extent Sublessor waives its rights in the Master Lease. In addition, Sublessee grants to Sublessor the same rights of subordination, attornment and waiver as Sublessor grants to Master Lessor for any Security Agreement entered into by Sublessor. In any circumstance where Sublessor is obligated by the Master Lease to provide an estoppel certificate to Master Lessor, Sublessee shall provide an estoppel certificate to Master Lessor. Sublessor shall have the same right to an estoppel certificate from Sublessor as Sublessor grants to Master Lessor. Within five (5) business says after Sublessor’s request, Sublessor shall execute and deliver to Sublessor (i) a subordination and non-disturbance agreement in a form required of Sublessor by Master Lessor or otherwise in a commercially reasonable form; and/or (ii) an estoppel certificate in a form required of Sublessor by Master Lessor or otherwise in a commercially reasonable form and such certificate shall be in favor of such parties as Master Lessor or Sublessor may reasonably designate.

25.    Entry by Sublessor: As to Sublessee, Sublessor shall have the same right of entry, under the same conditions, and subject to the same obligations of notice from Master Lessor to Sublessor, as Master Lessor has pursuant to Section 18 of the Master Lease.

26.    Defaults; Remedies; Sublessee Default

A.    Events of Default: As to Sublessor, Sublessee shall be deemed in Default to Sublessor for the same events and under the same conditions that Sublessor would be considered to be in default to Master Lessor pursuant to Section 19.1 of the Master Lease.

B.    Remedies Upon Default: As to Sublessee, Sublessor shall have the same remedies upon default as Master Lessor would have against Sublessor in the event of Sublessor’s Default. In addition, if Sublessee shall default in the observance of any provision or covenant on Sublessee's part to be performed, Sublessor, in addition to all other remedies available to it, may elect, but shall not be required, to perform such obligation of Sublessee, and Sublessee shall reimburse Sublessor for any direct costs incurred in connection therewith, together with interest thereon at a rate of fifteen percent (15%) per annum, or at such rate as is provided in the Master Lease, whichever is greater, upon demand from Sublessor

C.    Efforts to Relet: Unless Sublessor provides written notice signed by an actually authorized agent of Sublessor to the contrary, no re-entry, repossession, repair, maintenance, change, alteration, addition, reletting, appointment of a receiver or other action or omission by Sublessor shall (a) be construed as an election by Sublessor to terminate the Sublease or Sublessee’s right to possession, or to accept a surrender of the Sublease Premises, or (b) operate to release Sublessee from any of its obligations under the Sublease. Sublessee waives, for Sublessee and for all those claiming by, through or under Sublessee, California Civil Code § 3275 and California Code of Civil Procedure §§ 1174(c) and 1179 and any other existing or future rights to redeem or reinstate, by order

or judgment of any court or by any legal process or writ, the Sublease or Sublessee’s right of occupancy of the Premises after any termination hereof.

27.    Defaults; Remedies; Sublessor Default

A.    Sublessor shall not be in default hereunder unless it fails to begin within thirty (30) days after notice from Sublessee, or fails to pursue with reasonable diligence thereafter, the cure of any breach by Sublessor of its obligations hereunder, if the default by Sublessor does not adversely affect the conduct of Sublessee's business in the Sublease Premises.

B.    If Sublessor’s alleged default adversely affects the conduct of Sublessee's business in the Sublease Premises, then Sublessee may thereafter provide Sublessor with a written notice stating that if Sublessor does not perform such obligation then Sublessee will exercise its right to do so, and if Sublessor does not begin performing such obligation within ten (10) business, days after such notice and thereafter diligently pursue such performance until completion, Sublessee may perform such obligation. If Sublessee performs such obligation then Sublessor shall reimburse Sublessse’s actual expenses, without overhead or markup, upon ten (10) days written notice from Sublessor, which notice shall provide Sublessor with documentation establishing Sublessee’s actual expenses. In no event shall Sublessee be entitled to terminate this Sublease for Sublessor’s breach of any of Sublessor’s obligations under the Sublease.

28.    Exculpation:

A.    Notwithstanding any contrary provision hereof, (a) the liability of Sublessor to Sublessee shall be limited to an amount equal to Sublessor’s interest in the Master Lease; (b) Sublessee shall look solely to Sublessor’s interest in the Master Lease for the recovery of any judgment or award against Sublessor; and (c) no Tenant Parties as defined in Section 10.1 of the Master Lease shall have any personal liability for any judgment or deficiency, and Sublessee waives and releases such personal liability on behalf of itself and all parties claiming by, through or under Sublessee.

B.    Notwithstanding any law to the contrary, or any provision in the Sublease, neither Party shall be liable to the other for any form of special or consequential damages, including but not limited to loss of use, lost business, lost business opportunity, lost profits or lost goodwill. Both Parties waive any provision of any statutory or common law that limits the rights of the Parties to waive claims for such special or consequential damages.

29.    Communication Lines and Computer Lines: Sublessee shall install all Lines as defined in section 23 of the Master Lease in the same form and manner as required of Sublessor under section 23 of the Master Lease.

30.    Representations and Covenants: Sublessee makes the same representations and covenants to Sublessor as Sublessor made to Master Lessor pursuant to Section 25.3 of the Master Lease

31.    Hazardous Materials and Mold: Sublessee agrees to and is obligated to Sublessor to comply with all provisions of Section 28 of the Master Lease with regard to Hazardous Materials and Mold to the same extent and in the same manner that Sublessor is obligated to Master Lessor.

Sublessor shall comply with the law, and shall indemnify, defend and hold Landlord Parties and Tenant Parties harmless to the same extent and in the same manner as Sublessor does hold Landlord Parties harmless pursuant to Section 28.2.3 of the Master Lease. At Sublessor’s request, Sublessee shall complete a Hazardous Materials Disclosure Certificate in the same form as “Exhibit H” to the Master Lease.

32.    Each Party waives California Civil Code §§ 1932(2) and 1933(4). Sublessee waives (a) any rights under (i) California Civil Code §§ 1932(l), 1941, 1942; 1950.7 or any similar Law, or (b) California Code of Civil Procedure § 1265.130: and (c) any right to terminate this Lease under California Civil Code § 1995.310.

33.    Force Majeure: Sublessor and Sublessee shall have the same rights, duties and obligations pursuant Section 25.2 of the Master Lease as Sublessor and Master Lessor have, and the same exceptions to Section 25.2 that are applicable to Sublessor under the Master Lease shall also be applicable to Sublessee.

34.    Disputes:

A.    Choice of Law: This Sublease shall be construed and enforced in accordance with the laws of the State of California.

B.    Mediation and Arbitration. 

Any dispute arising under, concerning, relating to or affecting this Sublease shall be resolved by binding arbitration according to the American Arbitration Association’s (“AAA”) Commercial Arbitration and Mediation Procedures or, in the event the AAA is no longer in operation, any reasonably equivalent organization or process.

Prior to arbitration, the parties shall mediate the dispute using an AAA mediator or equivalent. Prior to initiating formal mediation any Party making a claim or counterclaim must provide written notice of any complaint, claim or cause of action to the other Party, in order to provide the Parties an opportunity to resolve the complaint, claim or cause of action through informal mediation. The Parties shall dedicate appropriate efforts to achieve a timely negotiated resolution. If informal mediation is not successful, demand for formal mediation shall be filed in writing with the other party and with the AAA. A demand for mediation must be made within a reasonable time after the controversy has arisen. In no event may the demand for mediation be made after the date when institution of legal or equitable proceedings based on such controversy would be barred by the applicable statute of limitations.  The Parties shall share the mediator's fee and any filing fees equally.

In the event that informal mediation and formal mediation before the AAA is not successful, the Parties agree to submit the matter to binding arbitration. Either or any party may file a demand for arbitration with the AAA. Arbitration will be before a single arbitrator, not a panel. Venue for arbitration shall be in the County in which the Project is located. The decision of the arbitrator shall be final and binding upon the Parties. The arbitrator may award legal or equitable relief, but in no event will the arbitrator have the authority to award punitive damages or any damages not provided for, or specifically

excluded by, the Sublease. Judgment to enforce the decision of the arbitrator, whether for legal or equitable relief, may be entered in any court having jurisdiction thereof, and the parties hereto expressly and irrevocably consent to the jurisdiction of the courts of Santa Clara, California for such purpose. In the event a dispute is submitted to arbitration, the prevailing party shall be entitled to the payment of their reasonable attorneys’ fees and costs, arbitration fees, arbitrator’s fees, and expert witness fees, as determined by the arbitrator. The parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation.  Notwithstanding the foregoing, any Owner, may forego the Mediation and Arbitration procedure outlined herein and may seek relief in the state and federal courts in and for the County of Santa Clara, California to prevent or enjoin any activity that threatens imminent risk of damage to real or personal property, or of personal injury or death, or to legally compel any action necessary to prevent imminent risk of damage to real or personal property, or of personal injury or death.

The agreement to mediate and arbitrate in the Sublease notwithstanding, if Sublessor and Master Lessor become engaged in any legal dispute, Sublessee agrees and consents to being named as a Party in any legal proceeding between Sublessor and Master Lessor if Sublessor reasonably determines that Sublessee is or may be responsible for any damages or claims, or subject to any remedies, that Master Lessor may assert against Sublessor and Sublessee consents to venue and jurisdiction in any such proceeding, including but not limited to the “Judicial Reference” procedure identified in “Exhibit E” to the Master Lease and that Sublessor will be legally bound by any rulings or judgments in any such proceeding between Sublessor and Master Lessor.

35.    Effect of Agreement. This Sublease and the exhibits and schedules hereto embody the entire agreement and understanding of the parties and supersede any and all prior agreements, arrangements and understandings relating to matters provided for herein. No amendment, waiver of compliance with any provision or condition hereof, or consent pursuant to this Sublease shall be effective unless evidenced by an instrument in writing signed by an agent of the Parties with actual authority. The captions are for convenience only and shall not control or affect the meaning or construction of the provisions of this Sublease.

36.    Notices. Any notice, demand or request required or permitted to be given under the provisions of this Sublease shall be in writing and shall be deemed to have been duly delivered on the date of personal delivery or on the date of mailing if mailed by registered or certified mail, postage prepaid and return receipt requested to the following addresses, or to such other address as any party may request by notifying in writing all of the other parties to this Sublease Agreement.

37.    REPRESENTATION BY COUNSEL. EACH OF THE PARTIES HAS BEEN REPRESENTED BY OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY LEGAL COUNSEL OF HIS OWN CHOICE. THIS SUBLEASE AGREEMENT HAS BEEN NEGOTIATED AMONG THE PARTIES AND IF THERE IS ANY AMBIGUITY, NO PRESUMPTION CONSTRUING THE AGREEMENT AGAINST A PARTY SHALL BE IMPOSED BECAUSE THIS SUBLEASE AGREEMENT WAS PREPARED BY COUNSEL FOR ONE PARTY OR COUNSEL FOR ANOTHER PARTY.

38.    Pronouns. Whenever the pronoun "he" or "his" is used herein, it is understood that the usage is the common gender and refers to masculine, feminine, and neuter genders and also singular and plural.

39.    Severability. If any one or more of the provisions of this Sublease Agreement shall be held or found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

40.    Binding upon Successors. This Sublease Agreement shall be binding upon the parties, their heirs, legal representatives, successors, and assigns.

41.    Counterparts. This Sublease may be executed in one or more counterparts, each of which will be deemed to be an original but all of which shall constitute one document.

42.    Brokers: The parties acknowledge and consent to the fact that that Steve Gibson Cynthia Rotwein and Howard Berry with Colliers International are the real estate brokers representing the Sublessor (“Sublessor’s Broker”) and Frank Friedrich with Colliers International is the real estate broker representing the Sublessee (“Sublessee’s Broker”) in this proposed transaction. Both Sublessee and Sublessor acknowledge and agree to Colliers International acting in a Dual Agency capacity and Sublessor shall be responsible for the payment of all brokerage commissions. Upon execution of the Sublease and after receipt of

Master Lessor’s consent, Sublessor shall pay the above referenced brokers a fee as stipulated in the listing agreement between Sublessor and Colliers International. Both Parties represent that they have no obligation to any other brokers, and each party shall defend, indemnify and hold harmless the other Party from any claims by any other broker to any fee, commission or other compensation.