SUB-SUBLEASE

DATE:        April 27, 2017

Sub-Sublandlord leases from Ball Janik, LLP, an Oregon limited partnership (“Sublandlord”), certain premises consisting of approximately 8,309 rentable square feet and commonly known as Suite 1110 (the “Premises"), as further described in a Sublease dated as of November 20, 2014, by and between Sublandlord, as sublandlord, and Sub-Sublandlord, as subtenant (the “Sublease”), a copy of which is attached hereto as Exhibit B. Sublandlord leases the Premises from 818 Stewart Street Acquisition, LLC, a Delaware limited liability company ("Master Landlord"), successor-in-interest to Eight-Eighteen Stewart, LLC, a Washington limited liability company, pursuant to that 818 Stewart Office Lease dated July 19, 2010 between Master Landlord, as landlord and Sublandlord, as tenant (the "Lease"), a copy of which is attached as Exhibit A. Capitalized terms not otherwise defined herein shall have the meanings given in the Lease or Sublease, as applicable. Sub-Sublandlord desires to sublease to Sub-Subtenant, and Sub-Subtenant desires to sublease from Sub-Sublandlord, the Premises upon the terms and conditions set forth in this Sub-Sublease (the "Sub-Sublease").

THEREFORE, the parties agree as follows:

Subject to Master Landlord's and Sublandlord’s written consent to the terms of this Sub-Sublease, Sub-Sublandlord hereby subleases the Premises to Sub-Subtenant and Sub-Subtenant hereby subleases the Premises from Sub-Sublandlord upon the terms and conditions set forth in this Sub-Sublease. This Sub-Sublease is and at all times shall remain subject to and subordinate to the Lease and Sublease.

The “Term” of this Sub-Sublease shall commence on the later to occur of (a) May 1, 2017 or (b) receipt of the consent to this Sub-Sublease by both Master Landlord and Sublandlord (such later date, the “Commencement Date”), and shall expire, unless sooner terminated pursuant to the terms of the Lease, the Sublease or this Sub-Sublease, on October 29, 2020 (which Sub-Sublandlord represents and warrants is one day prior to expiration of the Sublease). Notwithstanding the foregoing, subject to and upon all of the terms, provisions, agreements, covenants and conditions contained in this Sub-Sublease, the Sublease and the Lease, Sub-Subtenant shall be entitled to access the Premises for up to thirty (30) days prior to the Commencement Date, for the purpose of moving

and for installation of furniture, fixtures and equipment, cabling and to otherwise prepare the Premises for occupancy (the “Early Access Period”), provided that Sub-Subtenant shall not be required to pay Base Rent during the Early Access Period, though subject to the receipt of Master Landlord’s and Sublandlord consent to this Sub-Sublease.

3.1    Base Rent. Sub-Subtenant shall pay Sub-Sublandlord rent (“Base Rent”) in the following amounts per calendar month in advance beginning on the Commencement Date, and continuing on the first day of each calendar month throughout the Term:

*Provided and only so long as there is no monetary Default of Sub-Subtenant, Base Rent for the first two (2) full months of the Term shall be abated.

3.2    Additional Rent. Sub-Subtenant shall pay Sub-Sublandlord all additional rent, payments, and other charges required of Sublandlord or Sub-Sublandlord under the Lease and Sublease, respectively, arising after and with respect to periods following the Commencement Date, when and as due, including without limitation, all Additional Rent, excluding however, any amounts payable as a result of Sub-Sublandlord’s or Sublandlord’s failure to timely pay amounts due under the Lease or Sublease. In the event that Sub-Sublandlord shall receive the invoices from Master Landlord or Sublandlord, Sub-Sublandlord shall provide such invoices to Sub-Subtenant immediately and Sub-Subtenant shall pay such amounts within fifteen (15) days after receipt. In the event the Sub-Sublandlord has not received the invoices from Master Landlord or Sublandlord by the tenth day of the month, Sub-Sublandlord may use the invoice from the preceding month to create a reasonable estimate of the Additional Rent due in Sub-Subtenant’s invoice. Such estimates will be reconciled to the actual charges on a quarterly basis.

3.3    Payment. All rent under this Sub-Sublease shall be paid without deduction or setoff of any kind, except as otherwise provided in this Sub-Sublease, the Lease or the Sublease, at the address of Sub-Sublandlord set forth above or to such other address as Sub-Sublandlord may designate in writing to Sub-Subtenant. Rent for any partial calendar month shall be prorated based on a thirty-day month.

4.1    Sub-Subtenant shall use the Premises for the use permitted under Section 1(f) of the Lease and Section 4 of the Sublease, and for no other purpose, and otherwise in full compliance with the Lease and Sublease, as applicable. Sub-Subtenant shall perform all duties of Sublandlord arising under the Lease and Sub-Sublandlord under the Sublease after the date hereof and during the Term (other than Sublandlord’s and Sub-Sublandlord’s duty to pay rent). Sub-Subtenant shall keep the Premises and other areas of the building in good condition and repair, to the extent required of Sublandlord under the Lease and Sub-Sublandlord under the Sublease. Sub-Subtenant shall not act or omit to act in a manner that would cause a Sublandlord default under the Lease or Sub-Sublandlord default under the Sublease.

4.2    Except as expressly amended hereby, this Sub-Sublease is subject to all of the terms and conditions of the Lease and Sublease, as applicable. However, for purposes of such incorporation by reference, all references to Landlord and Tenant shall be deemed references to Sub-Sublandlord and Sub-Subtenant, as applicable. Notwithstanding anything in this Sub-Sublease or the Sublease to the contrary, the following provisions of the Lease and Sublease are expressly not incorporated into this Sub-Sublease: (i) Lease: Sections 1(d), 1(e), 1(g), 3, 4(b), 4(d), 17(c), 23, Exhibit C, Exhibit C-1, Exhibit C-2; (ii) Sublease: Section 7.3; and (iii) any reference to “Tenant Improvements” in either the Lease or Sublease. Sub-Subtenant shall not commit, nor permit to be committed on the Premises, any act or omission which would violate any term or condition of the Lease or Sublease or be cause for termination of the Lease by Master Landlord or Sublease by Sublandlord. Sub-Subtenant shall in all respects comply with each and every term of the Lease and the Sublease arising during the Term of this Sub-Sublease.

4.3    Sub-Sublandlord is not responsible for any failure of performance of the Lease by the Master Landlord or the Sublease by the Sublandlord, including without limitation any failure of maintenance or breach of quiet enjoyment. Sub-Sublandlord’s only obligation to Sub-Subtenant is to timely pay the rental due under the Sublease, conditioned on Sub-Subtenant timely making all Sub-Sublease rental payments. In addition, if Master Landlord shall fail to perform its obligations under the Lease or Sublandlord shall fail to perform its obligations under the Sublease, and any such failure materially interferes with Sub-Subtenant’s occupancy or its rights hereunder, Sub-Sublandlord shall, upon written request of Sub-Subtenant, make reasonable efforts to enforce the obligations of the Master Landlord or Sublandlord, as applicable, including promptly notifying Master Landlord of its nonperformance under the Lease and requesting that Master Landlord perform its obligations under the Lease, or promptly notifying Sublandlord of its nonperformance under the Sublease and requesting that Sublandlord perform its obligations under the Sublease.

4.4    Sub-Sublandlord shall indemnify and hold Sub-Subtenant harmless for any loss, cost, damage and liability (including without limitation reasonable attorneys’ fees) incurred by Sub-Subtenant arising from or relating to any default under the Sublease by Sub-Sublandlord (except to the extent such default is caused by Sub-Subtenant’s default hereunder) which materially adversely affects Sub-Subtenant’s use of the Premises. As of the execution date of this Sub-Sublease, Sub-Sublandlord represents and warrants that (i) to Sub-Sublandlord’s knowledge neither Master Landlord nor Sublandlord is in default under the Lease or Sublease; (ii) it has paid all Base Rent

and Additional Rent pursuant to the Sublease to the extent currently due; and (iii) the copy of the Sublease attached hereto as Exhibit B is correct and complete and there are no agreements between Sublandlord and Sub-Sublandlord regarding the Premises or the Building other than as set forth in the Sublease.

Sub-Subtenant shall pay to Sub-Sublandlord, within thirty (30) days after billing therefor by Sublandlord or Sub-Sublandlord, the payments of Operating Costs, utilities, and other Additional Rent required pursuant to the Lease and Sublease. Sub-Subtenant shall maintain the insurance required under the Lease and Sublease and shall name both Sub-Sublandlord, Sublandlord and Master Landlord as additional insured on its insurance policy. Sub-Subtenant shall provide to Sub-Sublandlord, Sublandlord and Master Landlord evidence of its insurance coverage in compliance with the Lease and Sublease prior to the Commencement Date of the Term or prior to any early access rights granted pursuant to this Sub-Sublease, and within thirty (30) days prior to any modification or cancellation of such insurance. Prior to the Commencement Date of the Term or any early access rights granted pursuant to this Sub-Sublease, Sub-Subtenant shall give Sub-Sublandlord, Sublandlord and Master Landlord a certificate from the insurance company which shall contain a written agreement from the insurance company that the insurance company shall give notice to Sub-Sublandlord, Sublandlord and Master Landlord within 30 days prior to any modification or cancellation of such insurance.

7.1    AS-IS. Sub-Subtenant accepts the Premises AS IS. Sub-Subtenant acknowledges and agrees that neither Sub-Sublandlord, Sublandlord nor Master Landlord has undertaken any obligation to make or agreed to make any alteration or improvements to the Premises for Sub-Subtenant's use or occupancy thereof. Notwithstanding the foregoing, the Premises will be delivered to Sub-Subtenant in broom clean condition free of any personal property, signage or debris.

7.2    Furniture. Sub-Subtenant shall have the use of all furniture in the Premises (including conference furniture, workstations, file cabinets, chairs and AV equipment) (i) that constitutes Tenant’s Property (as defined in the Lease), and (ii) which belongs to Sub-Sublandlord, all during the Term of the Sub-Sublease at no additional charge with respect to the furniture set forth on Exhibit C attached hereto (collectively, the “Furniture”). Sub-Subtenant shall keep such Furniture in good condition and repair, and Sub-Sublandlord shall have no responsibility for the same. Sub-Subtenant shall, prior to expiration of the Term, at Sub-Subtenant’s expense, remove from the Premises all items installed in the Premises by Sub-Subtenant and required to be removed under Sections 18 and 19 of the Lease (including without limitation all Furniture in the event Sub-Subtenant chooses to purchase the same in accordance with the terms of this Section 7.2, any personal property of Sub-Subtenant or its employees, any Alterations installed by Sub-Subtenant that Master Landlord requires to be removed, and any Lines within the Premises that Master Landlord requires to be removed), and otherwise leave the Premises in the condition required as of expiration

or termination of the Lease. Provided Sub-Subtenant has complied with these requirements, following the expiration of the Term Sub-Sublandlord will, at Sub-Subtenant’s written request provided at least thirty (30) days prior to expiration of the Term, transfer title the above referenced Furniture (i.e., all furniture in the Premises) to Sub-Subtenant and execute an “AS IS” bill of sale for $1. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Furniture constituting Tenant’s Property is owned by the Sublandlord and may not be disposed of except as a result of an agreement with Sublandlord. Sub-Subtenant shall take no actions in regard to Tenant’s Property that may be in contravention of Section 7.2 of the Sublease.

7.3    Intentionally omitted.

7.4    Alterations. In the event Sub-Subtenant desires to alter or improve the Premises in any way, Sub-Subtenant shall first obtain Sub-Sublandlord's, Sublandlord’s and Master Landlord's prior written consent to any such alteration or improvement, as and to the extent such consent is required by the Lease or Sublease, and any such alterations or improvements shall be made in accordance with the Lease and Sublease.

7.5    Risk of Loss. Sub-Subtenant shall be fully responsible for and shall assume all risk of loss of its personal property, furniture, fixtures, equipment, and furnishings in the Premises.

7.6    Casualty and Condemnation. Sub-Subtenant shall have all right of Sub-Sublandlord as subtenant under the Sublease in the event of fire or other casualty, including, without limitation all rental abatement and termination rights as provided in Articles 13 and 14 of the Lease.

During the Term, Sub-Subtenant, in coordination with Master Landlord and Sublandlord, as necessary, may exercise Sub-Sublandlord’s parking privileges pursuant to Section 8 of the Sublease and Section 20 of the Lease (provided the current parking rate as of the effective date of this Sub-Sublease is $330 per month) and Sub-Sublandlord’s signage privileges pursuant to Section 8 of the Sublease and Section 21 of the Lease. Sub-Subtenant shall comply with all parking standards and requirements of Section 20 of the Lease and shall make all parking permit payments when due, to Master Landlord or its designee. Any signage shall be at Sub-Subtenant’s sole expense, shall be subject to Master Landlord’s and Sublandlord’s consent as required under the Lease or Sublease, as applicable, and shall be removed by Sub-Subtenant in a manner acceptable to Master Landlord and Sublandlord prior to expiration of the Term.

Upon execution of this Sub-Sublease, Sub-Subtenant shall pay to Sub-Sublandlord a security deposit in the amount of $70,626. Sub-Sublandlord may apply the security deposit to pay the cost of performing any obligation which Sub-Subtenant fails to perform within the notice and cure periods required by this Sub-Sublease, but such application by Sub-Sublandlord shall not be the exclusive remedy for Sub-Subtenant's default. If the security deposit is so applied by Sub-Sublandlord, Sub-Subtenant shall, on demand, pay the sum necessary to replenish the security deposit to its original amount. If Sub-Subtenant fully complies with each and every term of this

Sub-Sublease, the unapplied portion of the security deposit shall be returned to Sub-Subtenant within 30 days after termination of this Sub-Sublease. This security deposit may be commingled with Sub-Sublandlord's funds. Sub-Subtenant shall have no right to any interest earned on the security deposit.

Sub-Subtenant shall not assign its interest under the Sub-Sublease or sublet all or any portion of the Premises without first obtaining Sub-Sublandlord's, Sublandlord’s and Master Landlord's prior written consent consistent with the terms and conditions of the Lease and Sublease. If Master Landlord and Sublandlord approves further subleasing or assignment by Sub-Subtenant, Sub-Sublandlord shall not unreasonably withhold its consent. No assignment or sublease shall release Sub-Subtenant from its obligations under this Sub-Sublease.

To the fullest extent allowed by law, Sub-Subtenant shall indemnify, defend, and hold harmless Sub-Sublandlord, Sublandlord and Master Landlord and their principals, members, agents, contractors and employees (hereinafter collectively referred to as the “Indemnified Parties”) from and against any and all claims, demands, causes of action, fines, penalties, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with or arising from third party claims relating to:

(i)    the use or occupancy or manner of use or occupancy of the Premises by Sub-Subtenant or any person claiming under Sub-Subtenant;

(ii)    any breach by Sub-Subtenant or its employees, agents, contractors, or invitees of this Sub-Sublease;

(iii)    any activity, work, or thing done or permitted by Sub-Subtenant in or about the Premises;

(iv)    any injury or damage to person, property, or business of Sub-Subtenant, its employees, agents, contractors, or invitees entering upon the Premises under the express or implied invitation of Sub-Subtenant; or

(v)    any violation by Sub-Subtenant of the Americans with Disabilities Act and/or any other law, rule, code or regulation.

If any action or proceeding is brought against an Indemnified Party by reason of the foregoing, Sub-Subtenant, upon written notice from such Indemnified Party, shall defend the same at Sub-Subtenant’s expense, with counsel reasonably satisfactory to the Indemnified Party. Sub-Subtenant also shall indemnify, defend and hold the Indemnified Parties harmless from all costs, attorney’s fees, expenses and liabilities incurred in connection with any claim proceeding for which Sub-Subtenant is responsible under this Section 11.

In the event of any failure of Sub-Subtenant to perform any obligation under this Sub-Sublease, which failure continues beyond the applicable notice and cure periods under Section 22(a) of the Lease, then Sub-Sublandlord shall have all rights and remedies allowed to Master Landlord under Section 22 of the Lease, including collection of interest on amounts due and damages. Without limiting the generality of the foregoing and without prejudice to other remedies, Sub-Sublandlord retains the right to remove Sub-Subtenant from the Premises and retake possession of the Premises, as Tenant, under the Lease, in accordance with the provisions of Section 22(b) of the Lease.

13.1    Particular Sub-Sublandlord Rights. Any provision of the Lease or Sublease granting Sublandlord or Sub-Sublandlord rights regarding (whether by way of an option, right of first refusal, first offer or first opportunity) expansion of the Premises or extension of the lease term are expressly deleted from this Sub-Sublease and shall not be deemed included within the terms of this Sub-Sublease.

13.2    Professional Fees. In the event of any litigation or other proceeding, declaratory or otherwise, arising out of this Sub-Sublease, including an action to collect or enforce a judgment or order entered in any such litigation or proceeding, the prevailing party shall be entitled to recover from the nonprevailing party reasonable attorney’s fees and costs, in an amount which will be fixed by the court. If Sub-Sublandlord engages counsel to enforce the terms of this Sub-Sublease (including, but not limited to, for the purpose of preparing a delinquency notice), Sub-Subtenant will reimburse Sub-Sublandlord for all reasonable attorneys’ fees incurred before the subject default is considered cured. In the event of suit, action, arbitration, or other proceeding, the amount thereof shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal or review, and shall be in addition to all other amounts provided by law.

13.3    Notices. Notices under this Sub-Sublease shall be in writing and shall be effective when actually delivered or two days after depositing in the United States Mails, certified, return receipt requested, directed to the other party at the address first set forth above. Either party may change its address for notices by written notice to the other party. Sub-Subtenant shall deliver to Sub-Sublandlord a copy of any notice or correspondence to or from Master Landlord or Sublandlord, within 5 days after sending it or receiving it.

13.4    Complete Agreement. This Sub-Sublease constitutes the complete and final agreement of the parties with respect to the matters covered by this Sub-Sublease and supersedes and replaces all prior written and oral agreements.

13.5    Exhibits and Attachments. All Exhibits and attachments to this Sub-Sublease are a part hereof.

13.6    Counterparts. This Sub-Sublease may be executed in counterparts with the same effect as if both parties had executed the same document. Both counterparts shall be construed together and shall constitute a single lease. Pages may be transmitted by facsimile or electronically

and each of will be deemed an original. The signature pages of counterpart copies may be assembled to form one instrument.

13.7    Brokers. Sub-Sublandlord and Sub-Subtenant each hereby represent and warrant that it has not dealt with any broker other than Flinn Ferguson, as Sub-Subtenant’s broker, and Kidder Mathews, as Sub-Sublandlord’s broker, in connection with this Sub-Sublease for the Premises. Each party shall indemnify the other against any cost or liability resulting from the indemnifying party’s breach of the foregoing representation and warranty. Sub-Sublandlord shall be responsible for any commissions owed to the foregoing named brokers, subject to and in accordance with the provisions of separate agreements. This provision shall survive the expiration or sooner termination of this Sub-Sublease.

13.8    Limited Liability. In no event shall the partners, principals, members, officers, stockholders, directors, employees or agents of Sub-Sublandlord nor the Sub-Subtenant be personally liable for the performance of the Sub-Sublandlord’s or Sub-Subtenant’s obligations, as applicable, under this Sub-Sublease.

13.9    Authority. Sub-Subtenant represents and warrants that it is duly formed in the State of Washington and that Subtenant has full right and authority to execute, deliver and perform this Sub-Sublease. Sub-Subtenant represents and warrants to the Sub-Sublandlord that neither its execution, delivery of performance of this Sub-Sublease shall cause it to be in violation of any agreement, instrument, contract, law, rule or regulation by which it is bound, and Sub-Subtenant shall protect, defend, indemnify and hold Sub-Sublandlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising from a breach of this representation and warranty by Sub-Subtenant.

13.10    Master Landlord's Consent. The effectiveness of this Sub-Sublease against the parties is conditioned upon and subject to Master Landlord's and Sublandlord’s execution of a consent of Master Landlord and Sublandlord to this Sub-Sublease. Sub-Subtenant shall deliver to Master Landlord and Sublandlord such documentation as Master Landlord or Sublandlord may reasonably require as a condition to such consent. Sub-Sublandlord and Sub-Subtenant shall use commercially reasonable efforts to obtain the Master Landlord and Sublandlord consent. If the Master Landlord and Sublandlord consent is not obtained within thirty (30) days following the execution and delivery of this Sub-Sublease by both parties, then either party may cancel this Sub-Sublease by giving written notice to the other party of its election to cancel, which cancellation shall be effective on the 15^th day following such notice if the Master Landlord or Sublandlord consent is not obtained prior to the end of such 15 day period. In the event this Sub-Sublease is cancelled as aforesaid, then this Sub-Sublease shall be null and void and neither party shall have any further obligation to the other.

IN WITNESS WHEREOF, the parties have executed this Sub-Sublease as of the date first set forth above.

STATE OF Washington     )

) ss.

COUNTY OF King )

I certify that I know or have satisfactory evidence that John Gebhart is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Chief Financial Officer of ACUCELA INC., a Washington corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated: April 27, 2017

(Signature)

(Seal or stamp)

Title: Katelyn Spiro - Notary Public

Notary Public in and for the State of Washington

My appointment expires: December 4, 2019

STATE OF Washington     )

) ss.

COUNTY OF King )

I certify that I know or have satisfactory evidence that Douglas Sanders is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Chief Financial Officer of INTEGRATED DIAGNOSTICS, INC., a Delaware corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated: April 27, 2017

(Signature)

(Seal or stamp)

Title: Administrative Assistant

Notary Public in and for the State of Washington

My appointment expires: July 21, 2020

Sublandlord leases from 818 Stewart Street Acquisition, LLC, a Delaware limited liability company (“Master Landlord”), successor-in-interest to Eight-Eighteen Stewart, LLC, a Washington limited liability company, certain premises of approximately 8,309 rentable square feet and commonly known as Suite 1110 (the “Premises”) as described in the lease dated July 19, 2010 between Master Landlord and Sublandlord, a copy of which is attached as Exhibit A (the “Lease”). Capitalized terms not otherwise defined herein shall have the meanings given in the Lease. Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord, the Premises upon the terms and conditions set forth in this Sublease (the “Sublease”).

THEREFORE, the parties agree as follows:

Subject to Master Landlord’s written consent to the terms of this Sublease, Sublandlord hereby subleases the Premises to Subtenant and Subtenant hereby subleases the Premises from Sublandlord upon the terms and conditions set forth in this Sublease. This Sublease is and at all times shall remain subject to and subordinate to the Lease.

2.    TERM

The Term of this Sublease shall commence on the later of (a) March 1, 2015 or (b) the earlier of the following: (i) the date of substantial completion of the Tenant Improvements (ii) Tenant first making business use of the Premises and (iii) the 90th day after the date of Master Landlord’s consent to this Sublease. The Term of this Sublease shall expire, unless sooner terminated pursuant to the terms of the Lease or this Sublease, on October 30, 2020 (which Sublandlord represents and warrants is one day prior to expiration of the Lease).

3.    RENT

3.1    Base Rent. Subtenant shall pay Sublandlord rent in the following amounts per calendar month in advance beginning on the Commencement Date, and continuing on the first day of each calendar month throughout the Term:

*Base Rent for months 1-3 of the Term shall be abated.

3.2    Additional Rent. Subtenant shall pay Sublandlord all additional rent, payments, and other charges required of Sublandlord under the Lease arising after and with respect to periods following the Commencement Date, when and as due, including without limitation, all Additional Rent, excluding however, any amounts payable as a result of Sublandlord’s failure to timely pay amounts due under the Lease. In the event that Sublandlord shall receive the invoices from Master Landlord, Sublandlord shall provide such invoices to Subtenant immediately and Subtenant shall pay such amounts within twenty (20) days after receipt.

3.3    Payment. All rent under this Sublease shall be paid without deduction or setoff of any kind, except as otherwise provided in this Sublease or the Lease, at the address of Sublandlord set forth above or to such other address as Sublandlord may designate in writing to Subtenant. Rent for any partial calendar month shall be prorated based on a thirty-day month.

4.    USE; COMPLIANCE WITH LEASE

4.1    Subtenant shall use the Premises for the use permitted under Section 1 of the Lease, and for no other purpose, and otherwise in full compliance with the Lease. Subtenant shall perform all duties of Sublandlord arising under the Lease after the date hereof and during the Term (other than Sublandlord’s duty to pay rent). Subtenant shall keep the Premises and other areas of the building in good condition and repair, to the extent required of Sublandlord under the Lease. Subtenant shall not act or omit to act in a manner that would cause a Sublandlord default under the Lease.

4.2    Except as expressly amended hereby, this Sublease is subject to all of the terms and conditions of the Lease. Subtenant shall not commit, nor permit to be committed on the Subleased Premises, any act or omission which would violate any term or condition of the Lease or be cause for termination of the Lease by Master Landlord. Subtenant shall in all respects comply with each and every term of the Lease arising during the Term of this Lease.

4.3    Sublandlord is not responsible for any failure of performance of the Lease by the Master Landlord, including without limitation any failure of maintenance or breach of quiet enjoyment. Sublandlord’s only obligation to Subtenant is to timely pay the rental due under the Lease, conditioned on Subtenant timely making all Sublease rental payments. In addition, if Master Landlord shall fail to perform its obligations under the Lease and such failure materially interferes with Subtenant’s occupancy or its rights hereunder, Sublandlord shall, upon written request of Subtenant, make reasonable efforts to enforce the obligations of the Master Landlord, including promptly notifying Master Landlord of its nonperformance under the Lease and requesting that Master Landlord perform its obligations under the Lease.

4.4    Sublandlord shall indemnify and hold Subtenant harmless for any loss, cost, damage and liability (including without limitation reasonable attorneys’ fees) incurred by Subtenant arising from or relating to any default under the Lease by Sublandlord (except to the extent such default is caused by Subtenant’s default hereunder) which materially adversely affects Subtenant’s use of the Premises. As of the execution date of this Sublease, Sublandlord represents and warrants that (i) neither Landlord nor Sublandlord is in default under the Master Lease; (ii) it has paid all Base Rent and Additional Rent pursuant to the Master Lease to the extent currently due; and (iii) the copy of the Lease attached hereto as Exhibit A is correct and complete and there are no agreements between Landlord and Sublandlord regarding the Premises or the Building other than as set forth in the Master Lease.

5.    TAXES, INSURANCE AND UTILITIES

Subtenant shall pay to Sublandlord, within thirty days after billing therefor by Sublandlord, the payments of Operating Costs, utilities, and other Additional Rent required pursuant to the Lease. Subtenant shall maintain the insurance required under the Lease and shall, name both Sublandlord and Master Landlord as additional insured on its insurance policy. Subtenant shall provide to Sublandlord and Master Landlord evidence of its insurance coverage in compliance with the Lease prior to the commencement date of the Term and within 30 days prior to any modification or cancellation of such insurance. Prior to the Commencement Date of the Term Subtenant shall give Sublandlord and Master Landlord a certificate from the insurance company which shall contain a written agreement from the insurance company that the insurance company shall give notice to Sublandlord and Master Landlord within 30 days prior to any modification or cancellation of such insurance.

6.    INTENTIONALLY OMITTED.

7.    CONDITION OF PREMISES; FURNITURE; ALLOWANCE; AND TRADE FIXTURES

7.1    AS-IS. Subtenant accepts the Premises AS IS. Subtenant acknowledges and agrees that neither Sublandlord nor Master Landlord has undertaken any obligation to make or agreed to make any alteration or improvements to the Subleased Premises for Subtenant’s use or occupancy thereof.

7.2    Furniture. Subtenant shall have the use of all furniture in the Premises (including conference furniture, workstations, file cabinets, chairs and AV equipment) that constitutes Tenant’s Property (as defined in the Lease) during the term of the Sublease at no additional charge with respect to Tenant’s Property set forth on Exhibit B. Subtenant shall keep such Tenant’s Property in good condition and repair, and Sublandlord shall have no responsibility for the same. Subtenant shall, prior to expiration of the Term, at Subtenant’s expense, remove from the Premises all items installed in the Premises by Subtenant and required to be removed under Sections 18 and 19 of the Lease (including without limitation all Tenant’s Property, any personal property of Subtenant or its employees, and any Alterations and Lines installed by Tenant that Master Landlord requires to be removed), and otherwise leave the Premises in the condition required as of expiration or termination of the Lease. Provided Subtenant has complied with these requirements, following the expiration of the Term Sublandlord will transfer title the above referenced Tenant’s Property (i.e., all furniture in the Premises) to Subtenant and execute an “AS IS” bill of sale for $1.

7.3    Allowance.    Sublandlord shall provide Subtenant with a tenant improvement allowance of up to $5/RSF of the Premises (“Allowance”), which Tenant shall apply toward its pre-move in improvements to the Premises (“Tenant Improvements”). Sublandlord shall pay the Allowance after completion of the Tenant Improvements, upon presentation of paid invoices in or exceeding the amount of the Allowance together with a final mechanics lien waiver from Tenant’s contractor. If Sublandlord shall fail to pay any amounts of the Allowance as and when due hereunder, Subtenant shall have the right to offset such amounts from Base Rent next due under this Sublease.

7.4    Alterations. In the event Subtenant desires to alter or improve the Premises in any way (including the Tenant Improvements), Subtenant shall first obtain Sublandlord’s and Master Landlord’s prior written consent to any such alteration or improvement, as and to the extent such consent is required by the Lease, and any such alterations or improvements shall be made in accordance with the Lease.

7.5    Risk of Loss. Subtenant shall be fully responsible for and shall assume all risk of loss of its personal property, furniture, fixtures, equipment, and furnishings in the Premises.

7.6    Casualty and Condemnation. Subtenant shall have all right of Sublandlord as tenant under the Lease in the event of fire or other casualty, including, without limitation all rental abatement and termination rights as provided in Articles 13 and 14.

8.    PARKING AND SIGNAGE

During the Term, Subtenant, in coordination with Master Landlord, may exercise Sublandlord’s parking privileges pursuant to the Section 20 of the Lease and its signage privileges pursuant to Section 21 of the Lease. Subtenant shall comply with all parking standards and requirements of Section 20 of the Lease and shall make all parking permit payments when due, to Master Landlord or its designee. Any signage shall be at Subtenant’s sole expense, shall be subject to Master Landlord’s consent as required under the Lease, and shall be removed by Subtenant in a manner acceptable to Master Landlord prior to expiration of the Term.

9.    SECURITY DEPOSIT

Upon execution of this Sublease, Subtenant shall pay to Sublandlord a security deposit in the amount of $28,458.33. Sublandlord may apply the security deposit to pay the cost of performing any obligation which Subtenant fails to perform within the notice and cure periods required by this Sublease, but such application by Sublandlord shall not be the exclusive remedy for Subtenant’s default. If the security deposit is so applied by Sublandlord, Subtenant shall, on demand, pay the sum necessary to replenish the security deposit to its original amount. If Subtenant fully complies with each and every term of this Sublease, the unapplied portion of the security deposit shall be returned to Subtenant within 30 days after termination of this Sublease. This security deposit may be commingled with Sublandlord’s funds. Subtenant shall have no right to any interest earned on the security deposit.

10.    TRANSFER

Subtenant shall not assign its interest under the Sublease or sublet all or any portion of the Premises without first obtaining Sublandlord’s and Master Landlord’s prior written consent consistent with the terms and conditions of the Lease. If Master Landlord approves further subleasing or assignment by Subtenant, Sublandlord shall not unreasonably withhold its consent. No assignment or sublease shall release Subtenant from its obligations under this Sublease.

11.    INDEMNIFICATION

To the fullest extent allowed by law, Subtenant shall indemnify, defend, and hold harmless Sublandlord and Master Landlord and their principals, members, agents, contractors and employees (hereinafter collectively referred to as the “Indemnified Parties”) from and against any and all claims, demands, causes of action, fines, penalties, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with or arising from third party claims relating to:

(i)    the use or occupancy or manner of use or occupancy of the Premises by Subtenant or any person claiming under Subtenant;

(ii)    any breach by Subtenant or its employees, agents, contractors, or invitees of this Sublease;

(iii)    any activity, work, or thing done or permitted by Subtenant in or about the Premises;

(iv)    any injury or damage to person, property, or business of Subtenant, its employees, agents, contractors, or invitees entering upon the Premises under the express or implied invitation of Subtenant; or

(v)    any violation by Subtenant of the Americans with Disabilities Act and/or any other law, rule, code or regulation.

If any action or proceeding is brought against an Indemnified Party by reason of the foregoing, Subtenant, upon written notice from such Indemnified Party, shall defend the same at Subtenant’s expense, with counsel reasonably satisfactory to the Indemnified Party. Subtenant also shall indemnify, defend and hold the Indemnified Parties harmless from all costs, attorney’s fees, expenses and liabilities incurred in connection with any claim proceeding for which Subtenant is responsible under this Section 11.

12.    DEFAULT

In the event of any failure of Subtenant to perform any obligation under this Sublease, which failure continues beyond the applicable notice and cure periods under Section 22(a) of the Lease, then Sublandlord shall have all rights and remedies allowed to Master Landlord under Section 22 of the Lease, including collection of interest on amounts due and damages. Without limiting the generality of the foregoing and without prejudice to other remedies, Sublandlord retains the right to remove Subtenant from the Premises and retake possession of the Premises, as Tenant, under the Lease, in accordance with the provisions of Section 22(b) of the Lease.

13.    MISCELLANEOUS PROVISIONS

13.1    Particular Sublandlord Rights. Any provision of the Lease granting Sublandlord rights regarding (whether by way of an option, right of first refusal, first offer or first opportunity) expansion of the Premises or extension of the lease term are expressly deleted from this Sublease and shall not be deemed included within the terms of this Sublease.

13.2    Professional Fees. In the event of any litigation or other proceeding, declaratory or otherwise, arising out of this Sublease, including an action to collect or enforce a judgment or order entered in any such litigation or proceeding, the prevailing party shall be entitled to recover from the nonprevailing party reasonably attorney’s fees and costs, in an amount which will be fixed by the court. If Sublandlord engages counsel to enforce the terms of this Sublease (including, but not limited to, for the purpose of preparing a delinquency notice), Subtenant will reimburse Sublandlord for all attorneys’ fees incurred before the subject default is considered cured. In the event of suit, action, arbitration, or other proceeding, the amount thereof shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal or review, and shall be in addition to all other amounts provided by law.

13.3    Notices. Notices under this Sublease shall be in writing and shall be effective when actually delivered or two days after depositing in the United States Mails, certified, return receipt requested, directed to the other party at the address first set forth above. Either party may change its address for notices by written notice to the other party. Subtenant shall deliver to Sublandlord a copy of any notice or correspondence to or from Master Landlord, within 5 days after sending it or receiving it.

13.4    Complete Agreement. This Sublease constitutes the complete and final agreement of the parties with respect to the matters covered by this Sublease and supersedes and replaces all prior written and oral agreements.

13.5    Master Landlord’s Consent. The effectiveness of this Sublease against the parties is conditioned upon and subject to Master Landlord’s execution of a consent of Master Landlord to this Sublease. Subtenant shall deliver to Master Landlord such documentation as Master Landlord may reasonably require as a condition to such consent. Sublandlord and Subtenant shall use commercially reasonable efforts to obtain the Master Landlord consent. If the Master Landlord consent is not obtained within thirty (30) days following the execution and delivery of this Sublease by both parties, then either party may cancel this Sublease by giving written notice to the other party of its election to cancel, which cancellation shall be effective on the 15^th day following such notice if the Master Landlord consent is not obtained prior to the end of such 15 day period. In the event this Sublease is cancelled as aforesaid, then this Sublease shall be null and void and neither party shall have any further obligation to the other.

IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first set forth above.

SUBLANDLORD:    BALL JANIK LLP

By: /s/ David W Criswell

Its: Managing Partner

SUBTENANT:    INTEGRATED DIAGNOSTICS, INC.

By: /s/ Douglas Sanders

Its: Chief Financial Officer

I certify that I know or have satisfactory evidence that David W. Criswell is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Managing Partner of BALL JANIK, LLP, an Oregon limited liability partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated: November 24, 2014

(Signature)

(Seal or stamp)

Title: Legal Assistant

Notary Public in and for the State of Oregon

My appointment expires: March 24, 2017

I certify that I know or have satisfactory evidence that Douglas Sanders is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Chief Financial Officer of INTEGRATED DIAGNOSTICS, INC., a Delaware Corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated: November 20, 2014

(Signature)

(Seal or stamp)

Title: Director of BD, IP and Contract Mgmt.

Notary Public in and for the State of WA

My appointment expires: August 5, 2016

Exhibit A:    Legal Description of Property

Exhibit B:    Floor Plan of Premises

Exhibit C:    Work Letter Agreement

Exhibit C-1:    Conceptual Plans

Exhibit C-2:    Work Schedule

Exhibit D:    Standards for Utilities and Services

Exhibit E:    Project Rules and Regulations

Exhibit F:    Parking Rules and Regulations

Exhibit G:    Lease Confirmation

Exhibit H:    Form of SNDA

Exhibit I:    Form of Estoppel Certificate

Exhibit J:    Prohibited Uses

(a)    PROJECT/PREMISES:

Project Name:    818 Stewart

Floor(s):    Eleven

Suite(s):    1110

(c)    BASIC RENT:

*subject to revision based upon the measurement of Rentable Square Feet of space of the Premises pursuant to Section 2(a) below.

**Basic Rent for months 1-12 to be abated pursuant and subject to Section 4(b) below.

(d)    PREPAID RENT: $16,444.90 applicable to Basic Rent for Month 13.

(e)    SECURITY DEPOSIT: None

(f)    TENANT’S USE OF THE PREMISES: General office and other legally permitted ancillary uses consistent with a Class A office project in the Seattle CBD.

(g)    LEASING BROKER(S)/AGENTS:

(h)    PARKING: 10 monthly permits to park automobiles in the Project garage on a non-exclusive unreserved basis pursuant to the terms of Section 20 and Exhibit F.

(i)    ADDRESSES FOR NOTICES:

(i)    Landlord:

Eight-Eighteen Stewart, LLC

c/o Schnitzer West, LLC

818 Stewart Street, Suite 700

Seattle, WA 98101

Attn: 818 Stewart Asset Management

With a Copy to:

Jennifer Cobb

Jameson Babbitt Stites & Lombard, P.L.L.C.

999 Third Avenue, Suite 1900

Seattle, WA 98104

(ii)    Tenant:

Bali Janik LLP

101 SW Main Street Suite 1100

Portland, OR 97204

Attn: Terri Fuhrman

(iii)    Service of process may be served upon the registered agent and registered office maintained by Tenant in the State of Washington or, if no such registered agent or registered office is required or maintained, service of process may be made upon Tenant at the Premises in accordance with Washington law.

(a)    Landlord hereby leases to Tenant and Tenant leases from Landlord, those certain premises (the “Premises”) described in Section 1(a) and depicted on the Floor Plan attached hereto as Exhibit B; provided, that the actual Rentable Area of the Premises shall be determined by Landlord upon the completion of the “Tenant Improvements” in and to the Premises pursuant to the Work Letter Agreement attached hereto as Exhibit C. Until such actual determination is made by Landlord, the Rentable Area of the Premises as shown in Section 1(a) shall control. The terms “Rentable Area” and “Rentable Square Feet” as used in this Lease are as defined in the Building Owner’s and Manager’s Association publication ANSI Z65.1 1996 (“BOMA”) and shall include a load factor for the Common Areas (as defined below) determined by BOMA. Notwithstanding the above, in the event of a change in the Project or Building which results in a corresponding change in the Rentable Square Feet thereof, Landlord shall have the right to re-measure the Rentable Square Feet in the Project and/or Building in accordance with BOMA and to make appropriate adjustments in the Tenant’s Percentage and other provisions of this Lease which are affected by such re-measurement; provided, however, that no such adjustments shall materially increase Rent payable by Tenant under this Lease. Within ten (10) business days after request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an amendment to this Lease confirming any modifications required by reason of any re-measurement made pursuant to this Section 2(a).

(b)    The Premises are located in the project identified in Section 1(a) (the “Project”) and situated on the real properly (the “Property”) legally described on Exhibit A attached hereto. The Project is presently comprised of an office tower, retail stores and a parking garage, together with the Common Areas and other facilities. The Project may be increased to include additional development on adjacent land, which development may include, without limitation, mixed use condominium and/or other components. Tenant agrees and acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Project or the Premises or the suitability of the Project or the Premises for the conduct of Tenant’s business. Except for any work to be performed by Landlord pursuant to the Work Letter Agreement, Tenant accepts the Project and Premises in their “AS IS” condition.

(c)    “Tenant’s Percentage,” as estimated in Section 1(a), shall equal a fraction the numerator of which is the Rentable Area of the Premises and the denominator of which is the Rentable Area of Project. Notwithstanding the above, Landlord shall have the right, but not the obligation, in accordance with sound management principles, to reasonably and equitably adjust Tenant’s Percentage with respect to specific Operating Costs (as defined below) so as to cause such specific costs to be payable proportionately by those tenants, or over such areas, benefited by the same.

(d)    Tenant shall have the nonexclusive right to use those areas of the Project to the extent provided from time to time for the common use of tenants and occupants of the Project (the “Common Areas”), including, without limitation entrances, lobbies, public restrooms, patios, shared conference rooms, elevators, stairways, driveways, fitness facilities, loading docks, garages, parking areas and similar areas and facilities appurtenant to and benefiting the Project as a whole. Use of the Common Areas by Tenant, its employees, agents and invitees shall at all times be subject to the rules and regulations described below.

(e)    Landlord reserves all rights respecting the Property, Project and Premises not specifically granted to Tenant under this Lease, including, without limitation, the right to: (i) change the name and/or street address upon thirty (30) days notice to Tenant; (ii) make changes to the Common Areas; (iii) close temporarily all or any portions of the Project; (iv) alter, relocate, remove or expand, any structures and/or improvements; (v) grant any party the exclusive right to conduct any business or render any service; (vi) subdivide the Property or the Project and transfer any portion thereof (and, upon such transfer, the portion transferred shall be removed from the definition of Property and/or Project, as applicable); (vii) after the boundaries of the Property or the Project; (viii) grant easements and dedications for public use; and (ix) install and maintain pipes, ducts, conduits, wires and structural elements of or within the Project and/or Premises; provided, however, in connection with Landlord’s voluntary exercise of such rights, Landlord shall not materially interfere with Tenant’s rights under this Lease.

(f)    Landlord will cause the Premises and the Project (excluding any alterations made or required by Tenant or other matters relating solely to Tenant’s use of or business in the Premises) to be in compliance with all federal, state and local laws and regulations, including without limitation, the Americans with Disabilities Act, as in effect at the applicable vesting time of the component permits.

(a)    The “Commencement Date” shall be the later to occur of (i) the Estimated Commencement Date set forth in Section 1(b) above, or (ii) the date the Premises are tendered to Tenant with the improvements to be constructed or installed by Landlord pursuant to the Work Letter Agreement substantially complete (as the term “substantially complete” is defined in the Work Letter Agreement). The term of this Lease shall be for the period designated in Section 1(b), commencing on the Commencement Date and ending on the expiration of such period (hereinafter “Term” or “Lease Term”). The terms and provisions of this Lease relating to construction of the Premises and Tenant Improvements and other pre-Commencement Date issues shall be effective as of the Effective Date.

(b)    Landlord shall use good faith efforts to tender the Premises to Tenant as required hereunder on or before the Estimated Commencement Date specified in Section 1(b); provided, that failure of Landlord to do so by such date shall not render this Lease void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting from such failure. Notwithstanding the above, in the event Landlord is not able to deliver the Premises to Tenant on the Estimated Commencement Date, or any date thereafter, due to a Tenant Delay (as defined in Exhibit C), then the Commencement Date shall be deemed to have occurred on the date on which the Landlord would have been able to deliver the Premises to the Tenant absent the Tenant Delay. If the Commencement Date has not occurred within two (2) years after the Effective Date, Landlord shall have the right to terminate the Lease upon prior notice to Tenant at any time thereafter until Landlord tenders possession of the Premises to Tenant.

(c)    Notwithstanding the above, in the event Landlord has not delivered the Premises to Tenant substantially complete by the Estimated Commencement Date, then Landlord shall pay to Tenant delay fees equal to $525.00 per day of delay beyond the Estimated Commencement Date for a maximum of sixty (60) days or until the Premises are delivered to Tenant, whichever is earlier; provided, however, the Estimated Commencement Date shall be extended by one day for each day of delay in completion of the Premises resulting from any Tenant Delay or delays beyond Landlord’s reasonable control, and Landlord shall not be required to pay any of the above per diem delay payments during any such extended period. In addition, in the event Landlord has not delivered the Premises to Tenant by January 1, 2011, (the “Outside Delivery Date”), then either party shall have the right to terminate this Lease upon thirty (30) days prior written notice to the other; provided, however, the Outside Delivery Date shall be extended one (1) day for each day of delay in delivery that results from a Tenant Delay. Upon such termination, neither party shall have further liability hereunder (other than Landlord’s obligation to pay delay damages as set forth above for a maximum of sixty (60) days). Except as expressly contemplated above in this Subsection (c), Landlord shall not be liable to Tenant or any other party, nor shall Tenant have any recourse against Landlord, for any direct or indirect damages as a result of Landlord’s failure to deliver the Premises to Tenant within the time periods contemplated herein and/or in Exhibit C.

(d)    Landlord shall use good faith efforts to inform Tenant of the scheduled Commencement Date at least ten (10) days prior to such date. Upon ascertaining the Commencement Date, Landlord shall deliver to Tenant a written confirmation in the form attached hereto as Exhibit G (the “Lease Confirmation”) and Tenant shall promptly execute and return the same to Landlord.

(e)    Landlord agrees to use commercially reasonable efforts to allow Tenant and its contractors limited and scheduled access to the Premises during the twenty (20) day period prior to the Commencement Date for installation of Tenant’s furniture, fixtures, cabling and equipment; provided, that such early entry by Tenant shall in no way materially interfere with or cause delays in Landlord’s construction. Tenant shall be deemed to have waived and released Landlord, its agents, employees and contractors from and with respect to any personal injury or property damage resulting from, during or in connection with such early access by Tenant except to the extent resulting from the negligence or willful misconduct of Landlord, its agents, employees or contractors. Tenant’s early access shall be subject to the terms and conditions of this Lease (including without limitation any required insurance coverage) except that Tenant shall not be required to pay Rent or Operating Costs during or with respect to such early access period.

(f)    Tenant shall have the one-time right to terminate this Lease effective as of the last day of the 60^th month of the initial Lease Term (“Early Termination Date”) by giving Landlord written notice of such election not later than the last day of the 48^th month of the initial Lease Term and by paying Landlord, simultaneously with its written election to terminate the Lease, a termination fee in a lump sum equal to $75.88 per Rentable Square Foot of the Premises (the “Termination Fee”). Payment of the Termination Fee as required above shall be a condition to Tenant’s right to terminate this Lease pursuant to this Subsection 3(e). In the event Tenant elects to terminate pursuant to this Subsection 3(f), Tenant shall vacate and surrender the Premises to Landlord as required by Section 18 below on or before the Early Termination Date. The termination right pursuant to this Subsection 3(f) is personal to Tenant and may not be exercised or assigned,

voluntarily or involuntarily, by or to any person or entity other than the Tenant named above or its Permitted Transferees (as defined in Subsection 12(e) below.

(g)    Landlord hereby grants Tenant the right to extend the term of the Lease for one (1) period of five (5) years (the “Extended Term”) on the same terms and conditions contained in the Lease, except that (i) Basic Rent for the Extended Term shall be as set forth hereinbelow, and (ii) no additional options to extend shall apply following the expiration of the Extended Term. Written notice of Tenant’s exercise of its option to extend (“Option to Extend”) the Term of this Lease must be given to Landlord no later than the date twelve (12) months, and no earlier than the date fourteen (14) months, prior to the date the Term of the Lease would otherwise expire. If Tenant is in Default under this Lease then Tenant shall have no right to extend the Term of this Lease; provided, however that the period of time within which said option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise said option because of such Default. In the event Tenant validly exercises its Option to Extend the Term of this Lease as herein provided, Basic Rent shall be adjusted as of the commencement date of the Extended Term as follows:

(i)    Within thirty (30) days after exercise of its Option to Extend by Tenant, Landlord shall provide Tenant with Landlord’s determination of the fair market Basic Rent for the Extended Term, including periodic increases as dictated by the current market (“Landlord’s Determination of Basic Rent for Extended Term”). Tenant shall provide notice to Landlord within fifteen (15) business days after receipt of such notice from Landlord as to whether Tenant accepts Landlord’s Determination of Basic Rent for Extended Term. In the event Tenant does not agree to Landlord’s Determination of Basic Rent for Extended Term, Landlord and Tenant shall attempt to agree upon Basic Rent for the Premises for the Extended Term, such rent to be the “Fair Market Basic Rent” for the Extended Term, as defined in Subsection (iii) below. If the parties are unable to agree upon the Basic Rent for the Extended Term by the date three (3) months prior to the commencement of the Extended Term, then within thirty (30) days thereafter each party, at its own cost and by giving notice to the other party, shall appoint a real estate appraiser with at least ten (10) years full-time commercial real estate appraisal experience in the area in which the Premises are located to appraise and set Basic Rent for the Extended Term. If a party does not appoint an appraiser within thirty (30) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set Basic Rent for the Extended Term. If each party shall have so appointed an appraiser, the two appraisers shall meet promptly and attempt to set the Basic Rent for the Extended Term. If the two appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser meeting the qualifications herein stated within ten (10) days after the last day the two appraisers are given to set Basic Rent for the Extended Term. If the two appraisers are unable to agree on the third appraiser within such ten (10) day period, either of the parties to this Lease, by giving five (5) days notice to the other party, may apply to the then presiding judge of the Circuit Court of King County for the selection of a third appraiser meeting the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either Party.

(ii)    Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set Basic Rent for the Extended Term. If a majority of the appraisers are unable to set Basic Rent within the stipulated period of time, the three appraisals shall be added together and their total divided by three (3). The resulting quotient shall be the Basic Rent for the Premises during the Extended Term. If, however, the low appraisal and/or the high appraisal is/are more than ten percent (10%) lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded, if only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be Basic Rent for the Premises during the Extended Term.

(iii)    For purposes of the appraisal, the term “Fair Market Basic Rent” shall mean an amount equal to one hundred percent (100%) of the rental that a ready and willing tenant would pay, as of the commencement date of the Extended Term, as a base rent to a ready and willing landlord of premises in Class A office projects in the Seattle CBD of comparable size, quality and level of improvement, if such premises were exposed for lease on the open market for a reasonable period of time; including any rent increases over the Extended Term to the extent normal under then current market conditions. There shall be no deductions or adjustments to such Fair Market Basic Rent for or with respect to tenant concessions, including without limitation, tenant improvement allowances, commissions, tree rent and/or “downtime”.

(iv)    Notwithstanding the above, in the event Tenant timely and properly exercises the Option to Extend, Landlord will provide Tenant a refurbishment allowance (“Extension Refurbishment Allowance”) equal to $7.50 per Rentable Square Foot of the Premises to reimburse Tenant for the cost of repainting, re-carpeting and other approved improvements made by Tenant within the first twelve (12) months of the Extended Term. The Extension Refurbishment Allowance shall be payable by Landlord within thirty (30) days after receipt by Landlord of a written request from Tenant and invoices or receipts for such improvement costs completed by Tenant in the Premises, together with lien releases for any such work for which reimbursement is requested; provided that such request is made no later than the end of the fifteenth (15th) month of the Extended Term. The Extension Refurbishment Allowance shall constitute the entirety of Landlord concessions associated with the Extended Term.

(v)    The Option to Extend granted hereunder is personal to the Tenant named above and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than the Tenant named above or its Permitted Transferees (as defined in Subsection 12(e). Within ten (10) business days after final determination of Fair Market Basic Rent for the Extended Term as contemplated above, Landlord and Tenant shall enter into an amendment to this Lease extending the Term of this Lease on the terms and conditions set forth above.

(a)    Tenant agrees to pay Landlord “Basic Rent” in the amounts set forth in Section 1(c) in advance on the first calendar day of each month during the Term; provided, that if the Term commences or ends on a day other than the first or last day of a calendar month, Basic Rent for such partial calendar month shall be prorated by the number of days this Lease is in effect during such calendar month. In addition to Basic Rent, Tenant agrees to pay Tenant’s Percentage of Operating Costs (as such term is hereinafter defined), parking charges and all other sums required by this Lease (all such sums other than Basic Rent are referred to as “Additional Rent”). Any reference to “Rent” or “Rental” in this Lease shall mean Basic Rent and Additional Rent. All Rent shall be paid to Landlord, without prior demand and without any deduction or offset, in lawful money of the United States of America, at the address of Landlord designated in Section 1(i) or to such other person or at such other place as Landlord may from time to time designate in writing.

(b)    Notwithstanding the schedule of Basic Rent set forth in Subsection 1(c), Basic Rent shall be abated for the first twelve (12) months of the Lease Term.

(c)    In the event Tenant fails to pay any installment of Rent within five (5) days of when due, Tenant shalt pay to Landlord, as Additional Rent, a late charge equal to five percent (5%) of the amount due to compensate Landlord for the extra costs incurred as a result of such late payment. Additionally, any installment of Rent, including late fees, not paid within thirty (30) days of when due shall bear interest from the date due until paid at 12% per annum (“Default Rate”), which interest shall be payable by Tenant to Landlord on demand.

(d)    Simultaneously with execution of this Lease, Tenant shall pay Landlord the Prepaid Rent identified in Section 1(d) to be applied to Basic Rent payable by Tenant for the period identified in such Section 1(d).

(a)    Tenant shall pay to Landlord, as Additional Rent, Tenant’s Percentage of Operating Costs pursuant to this Section 5, utilizing the following definitions:

(i)    “Operating Costs’ means all costs and expenses which, in accordance with generally accepted accounting and/or property management practices, would be considered an expense of owning, maintaining, operating, managing, replacing, repairing or restoring the Property, Project and all parts thereof including, without limitation the Common Areas, parking facilities and garage and/or the personal property used in conjunction therewith, including without limitation the following:

(1)    All taxes, fees and assessments, whether general or special, levied or imposed on or assessed against or with respect to all or any portion of the Property, Project, Common Areas or personal property used in connection with the Protect; any taxes levied or assessed in addition to or in lieu of such real property or personal property taxes; any tax on or measured by Rentals received from the Project; other costs levied or assessed by or at the direction of, any federal, state, or local governmental authority in connection with the use or occupancy of the Project, Premises, Common Areas or any portion thereof; and any expenses, including cost

of attorneys or experts, reasonably incurred by Landlord in seeking reduction by the taxing authority of the above-referenced taxes (collectively, “Taxes”). Notwithstanding the above, Taxes hereunder shall not include federal and state income, business and occupation, franchise, capital stock, transfer, estate or inheritance taxes.

(2)    The costs of utilities, services, supplies, equipment and materials;

(3)    The amortized cost of capital repairs, improvements and replacements which are (A) made subsequent to the initial development of the Project and designed with a reasonable probability of improving the operating efficiency of the Project, or some part thereof; (B) reasonably responsive to requirements imposed with respect to the Protect under any amendment to any applicable building, health, safety, fire, nondiscrimination, or similar law or regulation (“law”), or any new law, or any interpretation of a law (“new interpretation”) which amendment, law or new interpretation is adopted or arose after the Effective Date; or (C) reasonable and necessary to adequately maintain or protect the Project and/or Common Areas in a Class “A” condition. For the purposes of this Lease, a “new interpretation” shall mean any interpretation, enforcement or application of a law enacted prior to the Effective Date which imposes requirements with respect to the Project that Landlord, in the exercise of sound business judgment and good faith at the time of Landlord’s execution of this Lease, would not have deemed applicable to the Project;

(4)    Premiums for liability, casualty, all-peril, extended coverage, rental interruption and other insurance Landlord maintains or keeps in force on or with respect to the Property, Project, and/or the Common Areas, and commercially reasonable deductibles payable in connection therewith;

(5)    Cost of compliance with traffic management plans; licenses, permits, and inspection fees;

(6)    Reasonable management fees not to exceed four percent (4%) of gross receipts of the Project in any Lease Year, together with costs incurred in the operation of a management office at or relating to the Project, including, but not limited to rent and utilities with respect thereto;

(7)    Compensation (including employment taxes and fringe benefits) of persons who perform regular and recurring duties connected with the management, operation, maintenance, repair or replacement of the Project (and all parts thereof), including without limitation the asset managers, engineers, janitors, security personnel, concierge, and landscapers, which compensation shall be reasonably allocated to the Project with respect to any such parties not performing full-time duties at or with respect to the Project; and

(8)    Assessments or charges pursuant to condominium documents or other documents of record.

(ii)    Notwithstanding the foregoing, Operating Costs hereunder shall not include:

(1)    Charges for electricity, water or other utilities or services and applicable taxes to the extent Tenant is obligated to pay the same directly pursuant to other provisions of this Lease, or to the extant any other tenant, occupant, person or other party directly reimburses Landlord (other than as an Operating Cost or on the basis of its proportionate share thereof);

(2)    Commissions, tenant improvements, advertising and other expenses incurred in connection with leasing space in the Project

(3)    Depreciation and costs required to be capitalized in accordance with generally accepted accounting practices, except for amortization of capital costs as provided above;

(4)    Costs for which Landlord is entitled to receive reimbursement from Landlord’s insurer, under warranty or by other third party;

(5)    Mortgage interest and principal;

(6)    The cost of initial design and constriction of the Project and repair of defects associated therewith;

(7)    Costs, fines or penalties incurred due to violation by Landlord of any applicable law;

(8)    Any cost representing an amount paid to a person, firm, corporation or other entity controlled by or related to Landlord to the extent in excess in any material respect of the amount which would have been paid in an arms-length negotiation under then-current market conditions;

(9)    Landlord’s general overhead except to the extent reasonably attributable and allocated, if appropriate, to the operation and management of the Project;

(10)    Costs of acquiring and securing sculptures, paintings and other works of art (collectively, “Art Work”), except that Landlord shall be allowed to include as Operating Costs such as costs for Art Work that is reasonably consistent with the overall quality of the Project;

(11)    Costs of repairs, restoration, replacements or other work occasioned by fire or other casualty or condemnation except for commercially reasonable deductibles;

(12)    Costs arising from the negligence or willful misconduct of Landlord, its agents, employees or contractors or the act of any other tenant in the Building,

or any other tenant’s agents, employees, licensees or invitees to the extent Landlord has the right to recover the applicable cost from such person;

(13)    Costs and expenses incurred with respect to the providing of services, utilities or the use of Building facilities or other benefits to other tenants of the Project to the extent the same are materially greater in quantity or cost than those offered to Tenant;

(14)    Costs incurred in connection with the sale, financing, refinancing, mortgaging, or change of ownership of the Building, including brokerage commissions, attorneys’ and accountants’ fees, closing costs, title insurance premiums, transfer taxes and interest charges;

(15)    Costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payments of taxes, utility bills and other costs incurred by Landlord’s failure to make such payments when due;

(16)    Costs incurred by Landlord for trustee’s fees, partnership organizational expenses and accounting lees (except accounting fees to the extent relating solely to the ownership and operation of the Building);

(17)    Costs of items properly classified as capital expenditures in accordance with generally accepted accounting principles except to the extent allowed pursuant to Section 5(a)(i)(3) above;

(18)    Except for short term rentals of equipment that is not customarily purchased, lease payments for rental equipment (other than equipment for which depreciation is properly chargeable as Operating Costs) which would constitute a capital expenditure if the equipment were purchased;

(19)    Rent for the on-site management office to the extent such space is in excess of 3,500 square feet of Rentable Area;

(20)    Costs or expenses of utilities to the extent directly metered to tenants of the Building and payable separately by such tenants;

(21)    Increased insurance premiums assessed to or directly against any tenant of the Project or for which Landlord receives reimbursement from any other tenant;

(22)    Moving expense costs of tenants of the Building;

(23)    Advertising and promotional costs associated with the leasing of the Building and costs of specialty signage solely identifying the owners of the Building or any specific office tenant of the Building (other than a tenant whose name is included in the name of the Project);

(24)    Electric power costs to the extent any tenant directly contracts with the local public service company;

(25)    The cost of any one-time “tap fees” or lump sum sewer or water connection tees for the Building payable in connection with the initial construction of the Building;

(26)    Wages and benefits of any employee who does not devote substantially all of his or her employed time to the Building unless such wages and benefits are prorated to reflect time spent on operating and managing the Building vis-a-vis time spent on matters unrelated to operating and managing the Building;

(27)    Bad debt expenses, payments of principal, interest, late fees, prepayment fees or other charges on any debt or amortization payments on any mortgage or mortgages executed by Landlord covering the Property or the Building (or any portion thereof) now or in the future, rental concessions or negative cash flow guaranties, or rental payments under any ground or underlying lease or leases;

(28)    All items and services for which Tenant pays directly to third parties;

(29)    Costs of the initial installation of any specialty services operated by Landlord, including, without limitation, any luncheon club, athletic facility, concierge, or retail facility;

(30)    Any amounts expended to remediate or as a result of Hazardous Substances not introduced by Tenant; and

(31)    Charitable or political contributions.

(iii)    “Lease Year” shall mean the twelve-month period commencing January 1 and ending December 31,

(iv)    “Actual Operating Costs” shall mean the actual Operating Costs paid or incurred during or with respect to any Lease Year.

(v)    “Estimated Operating Costs” shall mean Landlord’s estimate of Actual Operating Costs for an applicable Lease Year.

(b)    Prior to or within a reasonable period of time after the Commencement Date, and prior to the beginning of each Lease Year thereafter, Landlord shall furnish Tenant a written statement of the Estimated Operating Costs for such Lease Year and Tenant’s Percentage of such Estimated Operating Costs. Tenant shall pay monthly, on the same date and in the same manner as Basic Rent, an amount equal to one-twelfth (1/12) of Tenant’s Percentage of Estimated Operating Costs for such Lease Year. If of any time or limes during a Lease Year, Landlord determines that Actual Operating Costs for such year will vary from Landlord’s estimate by more than five percent (5%), Landlord may, by written notice to Tenant, revise the Estimated Operating Costs for such Lease Year and Tenant shall thereafter pay Estimated Operating Costs based upon such revised estimate.

(c)    Within ninety (90) days after the end of each Lease Year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a written statement (“Annual Statement”) setting forth the Actual Operating Costs for the preceding Lease Year and Tenant’s Percentage of the same. If such Annual Statement shows that Tenant’s Percentage of Actual Operating Costs for a Lease Year exceeds the Estimated Operating Costs paid by Tenant to Landlord pursuant to Subsection 5(b) for such Lease Year, Tenant shall pay the full amount of such excess to Landlord, as Additional Rent, within thirty (30) days after receipt of the Annual Statement by Tenant, whether during the Lease Term or after the expiration or earlier termination of the Lease, as the case may be. If the Annual Statement shows Tenant’s Percentage of Actual Operating Costs to be less than the Estimated Operating Costs paid by Tenant for such Lease Year, the amount of such overpayment by Tenant shall be credited by Landlord to the next payment of Base Rent and Operating Costs payable by Tenant, or if after the expiration or earlier termination of this Lease, shall be paid to Tenant within thirty (30) days after Landlord’s delivery of the final statement for the Lease Year in which the Lease expired or was terminated. If Tenant fails to object in writing to any Annual Statement (which written objection shall set forth in reasonable detail the basis for Tenant’s objection) within ninety (90) days after receipt of the same by Tenant, Tenant shall be deemed to have conclusively accepted the calculation and amounts of Tenant’s Percentage of Actual Operating Costs set forth in the Annual Statement, and Tenant shall be deemed to have waived its rights to object to such statement, or the matters set forth therein.

(d)    So long as Tenant is not in default of this Lease, Tenant shall have the right, upon not less than twenty (20) business days written request, to review and/or audit Landlord’s records concerning Operating Costs for the immediately prior calendar year, which request must be delivered within ninety (90) days after the date the Annual Statement of Operating Costs is delivered to Tenant (and if Tenant fails to request such review within said ninety (90) days period, Tenant shall be deemed to have waived the right to so review and to have approved the Landlord’s annual statement for such prior year). Any review or audit conducted by Tenant pursuant to this Subsection shall occur during regular business hours at the site Landlord maintains such records and, if conducted by an independent party, will consist of a certified public accounting firm charging on a non-contingent basis. If as a result of such review or audit, Tenant opposes any Operating Costs allocated to the Premises, it shall provide Landlord detailed notice of such opposed items no later than the date one hundred eighty (180) days after Tenant’s receipt of the Annual Statement for the applicable calendar year. In the event Landlord disputes Tenant’s objection to any item of Operating Costs, Landlord and Tenant shall use good faith efforts to resolve such dispute within thirty (30) days of objection by Tenant. Disputes which cannot be resolved after such thirty (30) day period shall be resolved by a nationally recognized accounting firm selected by Landlord (the “CPA”), with the understanding that Landlord shall not select a CPA then employed by Landlord or Tenant. If the final determination discloses that Tenant has overpaid Tenant’s share of Operating Costs, Landlord shall provide Tenant a credit against future Operating Costs payable by Tenant in an amount equal to such overpayment, or if the Lease is at the end of the Term, Landlord shall refund such amount to Tenant. Tenant shall pay all costs and expenses of Tenant’s review and/or audit and the audit by the CPA unless the final audit shows Landlord overstated Operating Expenses by five percent (5%) or more, in which event the costs of such audit shall be paid by Landlord. Tenant hereby agrees to keep the results of any such review and audit confidential except that Tenant may disclose such information to its accountants, legal advisors or as otherwise required by law, but Tenant shall

require Tenant’s auditor and its employees and each of their respective attorneys and advisors likewise to keep the results of such audit in strictest confidence, except as required by law or legal compulsion.

(e)    In the event the average occupancy level of the Project for any Lease Year was or is less than one hundred percent (100%), Landlord shall have the right to adjust Estimated Operating Costs that vary with occupancy and Actual Operating Costs that vary with occupancy for such year proportionately to reflect those Operating Costs which would have been incurred if the Project had been fully occupied during such Lease Year.

(f)    Notwithstanding anything herein to the contrary, commencing with the second full calendar year of the Lease Term, the amount of Controllable Operating Costs (as defined below) charged to and payable by Tenant shall not increase more than three percent (3%) per calendar year cumulatively. For purposes of this subsection, “Controllable Operating Costs” are defined as Operating Costs other than Taxes, insurance premiums and deductibles, utility charges, costs attributable to union labor, Non-Recurring Costs (as defined below) and other costs or expenses not within Landlord’s reasonable control. “Non-Recurring Costs” shall mean Operating Costs that are not customarily incurred and budgeted for by owners of comparable projects in the Seattle CBD, or are materially in excess of such customary and budgeted costs, such as costs incurred due to unusual weather (i.e. snow and ice removal, wind damage, excessive ground water), labor trouble, shortages in supplies, utility shortages or black-outs and costs that may arise in connection with an Excused Delay.

(a)    Tenant shall occupy the Premises only for the use identified in Section 1(f) above and at all times in a manner consistent with that of a Class A institutional grade project, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord, which may be granted or denied in Landlord’s sole discretion. Nothing herein shall be deemed to give Tenant any exclusive right to any particular use in the Project and in no event shall Tenant use the Premises for any of the prohibited uses listed on Exhibit J attached hereto (the “Prohibited Uses”). Tenant shall not commit or suffer to be committed any waste in or upon the Premises and shall keep the Premises in Class A institutional grade appearance. Tenant shall comply with and shall cause its employees, licensees and invitees to comply with the Project Rules and Regulations, including without limitation the Projects “no-smoking” policy. Tenant shall not use or occupy the Premises in violation of any applicable laws, permits or documents of record and shall fully and promptly comply, at Tenant’s sole cost and expense, with all statutes, ordinances, rules, regulations and governmental or quasi-governmental orders now or hereafter in effect and pertaining to Tenant’s particular use or alteration of the Premises (as opposed to those statutes, ordinances, rules, regulations and governmental or quasi-governmental orders now or hereafter in effect and pertaining generally to office uses which Landlord shall have the obligation to comply with).

(b)    Tenant shall not use, sell, manufacture, store, treat, generate, dispose of or otherwise allow the release of any Hazardous Materials (as defined below) in, on or under the Premises or the Project or any adjacent property with the exception of small quantities of cleaning or other office supplies as are customarily used by tenants in the ordinary course in a general office facility. Tenant, at its sole cost and expense, shall promptly comply with all applicable Hazardous Materials Laws relating to Tenant’s use of the Premises (as defined below) and if Tenant fails to so comply Landlord may, after reasonable prior notice to Tenant (except no notice shall be required in case of emergency) effect such compliance itself and Tenant shall immediately reimburse Landlord for all costs incurred in effecting such compliance. As used in this Section 7, the term “Hazardous Materials” means, among other things, any of the following, in any amount (a) any petroleum or petroleum derived or derivative product, asbestos in any form, urea formaldehyde and polychlorinated biphenyls and medical wastes; (b) any radioactive substance; (c) any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical compound; and (d) any chemicals, materials or substances, whether solid, liquid or gas, defined as or included in the definitions of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “solid waste,” or words of similar import in any federal, state or local statute, law, ordinance or regulation or court decisions now existing or hereafter existing as the same may be interpreted by government offices and agencies. The term “Hazardous Materials Laws” means any federal, state or local statutes, laws, ordinances or regulations or court decisions now existing or hereafter existing that control, classify, regulate, list or define Hazardous Materials or require remediation of Hazardous Materials contamination. Except as disclosed in any environmental or other report provided to Tenant, Landlord represents and warrants that to the best of its actual knowledge as of the Effective Date, there are no Hazardous Materials located on the Property, Project and/or Premises in violation of any applicable laws.

(a)    Except as set forth in this Section 8, Tenant shall not make or allow to be made any alterations, additions or improvements (collectively, “Alterations”) to the Premises, without obtaining the prior written consent of Landlord. With respect to any proposed Alterations for which Landlord’s prior written consent is required under this Lease, Tenant shall deliver to Landlord (i) to the extent Landlord or Tenant is required by the City of Seattle to prepare plans and specifications, full and complete copies of the proposed plans and specifications; (ii) the identity of the proposed contractors; (iii) a certificate of liability insurance naming Landlord and tender(s) as additional insureds; and (iv) such other information as reasonably requested by Landlord. No proposed work shall be commenced or continued by Tenant until Landlord has received and approved of each of the foregoing. Within ten (10) days alter Landlord’s written demand, Tenant shall reimburse Landlord for Landlord’s reasonable charges (including any professional fees incurred by Landlord and a reasonable administrative fee as established by Landlord from time to time in an amount not to exceed $2,500.00) for reviewing and approving or disapproving plans and specifications for any proposed Alterations and for all direct costs reasonably incurred by Landlord during any Inspection or supervision of the Alterations; provided, however, in no event shall Tenant be obligated to pay Landlord a construction management fee. Landlord will not be deemed to imply or warrant that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any applicable laws, ordinances, building codes, or the like.

(b)    Tenant shall give Landlord at least ten (10) days’ written notice of the proposed commencement of any approved Alterations and shall coordinate such work with Landlord’s representatives. All Alterations shall be completed in a good and workmanlike manner and, to the extent applicable, in compliance with the plans and specifications approved by Landlord and all applicable laws and ordinances, building codes, regulations and insurance requirements. As-built plans and specifications for any such Alterations shall be provided to Landlord by Tenant upon completion of the work. All Alterations shall remain the property of Tenant until termination of the Lease, at which time they shall, unless otherwise elected by Landlord by written notice to Tenant at the time of approval, be and become the property of Landlord. Landlord may, as a condition to approval of any such Alterations, require Tenant to remove any of the same at the expiration or earlier termination Of this Lease and to restore the Premises to the prior condition and repair all damage resulting from such removal.

(c)    Notwithstanding anything to the contrary in this Section 8, Tenant shall have the right to make alterations to the Premises of a cosmetic nature such as painting, wallpapering and installing carpet provided that such alterations (a) will not materially affect the Project structure or systems and (b) cost less than $6.25 per Rentable Square Foot of the Premises.

(d)    Tenant shall be solely responsible for the risk of loss to any personal property, Alterations, equipment cabling and/or trade fixtures owned by Tenant and/or placed by or on behalf of Tenant in or about the Project and/or Premises (collectively “Tenant’s Property”). Tenant shall be liable for and shall pay before delinquency all taxes levied against or with respect to Tenant’s Property and Tenant’s business and, if and to the extent any tax relating to Tenant’s Property or business is levied against Landlord or Landlord’s property or included in any assessed value thereof, Tenant shall directly pay or reimburse Landlord with respect to the same within thirty (30) days after notice from Landlord.

(e)    Tenant shall not permit any mechanics’, materialmen’s, or other liens to be filed against the Property or Project nor against Tenant’s leasehold interest therein. Tenant shall have thirty (30) days from the date of such filing in which to either remove such liens or to provide a bond indemnifying Landlord from said lien in the amount of one hundred fifty percent (150%) of the claimed lien amount. If Tenant fails to take such measures in the time allowed, Landlord may, without waiving its rights and remedies based on such breach of Tenant and without releasing Tenant from any of its obligations, cause such liens to be released by any means it shall deem proper, including payments in satisfaction of the claim giving rise to such hen. Tenant shall pay to Landlord, upon demand, any sum paid by Landlord to remove such hens, together with interest at the Default Rate from the date of such payment by Landlord until repaid by Tenant.

Landlord shall maintain the structural elements of the Project and the Project systems installed or furnished by Landlord in good condition and repair. Maintenance and repair costs incurred by Landlord with respect to the above shall be subject to reimbursement pursuant to Section 5 of this Lease unless such maintenance and repairs are caused by the negligence or willful misconduct of Tenant, its employees or sublessees (as opposed to reasonable wear and tear), in which case, subject to Section 15(e), Tenant shall pay to Landlord, as Additional Rent, that portion

of the cost of such maintenance and repairs which, in Landlord’s good faith business judgment, is attributable to the negligence or willful misconduct of Tenant, its employees or sublessees. Tenant shall, at Tenant’s cost and expense, keep, repair, and maintain the nonstructural and non-Building systems portions of the Premises, including all fixtures, equipment and improvements thereto, in Class A institutional grade order, condition and repair and shall make all replacements necessary to keep the same in such condition.

During normal business hours (or at other times if reasonably approved by Tenant or in the case of an emergency), Landlord may enter the Premises to inspect, clean, maintain or repair the same, show the Premises to prospective purchasers, lenders or, in the last twelve (12) months of the Lease Term, tenants, and for all other purposes as Landlord shall reasonably deem necessary or appropriate. Landlord shall use reasonable efforts to give Tenant not less than forty-eight (48) hours notice (except in the case of emergencies with respect to which no advance notice shall be required) and to not unreasonably interfere with Tenant’s business in connection with any such entry. Landlord may, in order to carry out such purposes, erect temporary scaffolding and other necessary structures where reasonably required by the character of the work to be performed. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises and any other loss in, upon or about the Premises, arising from exercise by Landlord of its rights hereunder, except to the extent caused by Landlord’s negligence or willful misconduct.

Landlord shall use commercially reasonable efforts to provide the utilities and services described in the Standards for Utilities and Services attached hereto as Exhibit D. Tenant shall pay, before delinquency, for all utilities consumed at, or supplied to, the Premises (including, without limitation, a surcharge for after hours or excessive usage as reasonably determined by Landlord). If and to the extent any utilities or services are not separately metered to the Premises, Tenant shall pay to Landlord, as Additional Rent, an amount equal to that portion of the total charges therefore which the Rentable Area of the Premises bears to the Rentable Area of the leased area covered by such utilities or services. Landlord shall not be liable, nor will there be any eviction of Tenant or abatement of rent by reason of, any interruption or variation in or cessation of any such utilities and/or services except to the extent that such interruption, variation or cessation is caused by the negligence of Landlord and is not repaired or restored within a reasonable period of time.

(a)    Tenant shall not voluntarily assign or hypothecate or otherwise transfer its interest in this Lease or sublease all or any part of the Premises, or allow any other Person or entity to occupy or use all or any part of the Premises (hereinafter collectively referred to as a “Transfer”), without first obtaining Landlord’s prior written consent pursuant to this Section 12. Any Transfer without Landlord’s prior consent shall be voidable at Landlord’s election. If Tenant is a corporation, partnership or any other entity, any transfer of this Lease from Tenant by merger, consolidation or liquidation, or any change in the power to vote the majority of the outstanding stock, partnership

interests or other ownership interests of Tenant, or any change in the entity form of Tenant, shall constitute a Transfer for the purposes of this Lease.

(b)    Landlord shall have no obligation to consider or permit a Transfer prior to the date the Project is 95% leased. Thereafter, Tenant may notify Landlord in writing of Tenant’s request to Transfer this Lease, which notification shall properly identify the proposed assignee or sublessee (collectively, “Transferee”), the financial information concerning the proposed Transferee and the terms of the proposed Transfer. Landlord shall, within fifteen (15) days of receipt of such written notice, or of such additional information requested by Landlord whichever is later, elect one of the following: (i) consent to such proposed Transfer; or (ii) refuse such consent, which refusal shall be on reasonable grounds including, but not limited to the fact that the financial strength and net worth of the proposed Transferee is not at least equal to or better than the financial strength and net worth of the Tenant as of the Commencement Date; that the proposed use of the Premises by the proposed Transferee is inconsistent with the tenant mix and other uses in the Project; that the proposed use would violate any statute, ordinance or governmental rule, regulation or order or any agreement, mortgage, restriction or instrument affecting the Project or other tenants; or that the proposed Transfer compromises or negatively affects the leasing of other space in the Project by Landlord; or (iii) in the case of an assignment of the Lease or a total cumulative subletting of more Than fifty percent (50%) of the Premises, refuse such consent and notify Tenant in writing that Landlord elects to terminate the Lease in the case of an assignment or recapture the subleased spew in the event of a sublease, effective thirty (30) days after Tenant’s receipt of such notice of termination; provided, however, that Landlord’s election to terminate the Lease shall be ineffective if Tenant notifies Landlord before expiration of such thirty (30) days that Tenant withdraws its request to assign the Lease or to sublease more than 50% of the Premises, in which case Landlord’s election to terminate or recapture under subsection 12(b)(iii) above shall be rendered void and this Lease shall remain in full force and effect. in addition to the foregoing conditions, Landlord’s consent to any Transfer of this Lease shall be subject to the delivery to Landlord of a the fully executed instrument of Transfer, and the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby any assignee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder and any subtenant agrees not to violate any of the provisions of this Lease.

(c)    Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Transfer not to exceed $1,000.00. If, for any Transfer, Tenant receives rent or other consideration, either initially or over the term of the approved Transfer, in excess of the Rent called for hereunder or, in case of the sublease of a portion of the Premises, in excess of such Rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay to Landlord, as Additional Rent, promptly upon receipt Fifty Percent (50%) of the e case of each such payment of rent or other consideration received by Tenant (after Tenant recoups its reasonable, actual, out-of-pocket costs incurred by Tenant in connection with such Transfer). If Landlord so requires, and without any release of Tenant’s liability for the same, Tenant shall instruct the Transferee to pay such sums and other consideration due under the Lease directly to Landlord.

(d)    Landlord’s consent to any Transfer shall riot relieve Tenant or any Transferee from any obligation under this Lease whether or not accrued, and shall not constitute a waiver of any provisions of this Section 12. Landlord’s consent to one Transfer shall not constitute Landlord’s consent to any subsequent Transfer. If Landlord consents to a Transfer under this Section 12, such Transferee shall not acquire, assume or succeed to any rights of Tenant hereunder with respect to options to renew or extend the Lease, or options or rights to acquire additional space.

(e)    Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises during the Lease Term without Landlord’s Consent and without payment of any excess rent or other consideration pursuant to Section 12(c) above (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets or capital stock of Tenant (all such transfers, assignments and subleases collectively hereinafter referred to as “Permitted Transfers” and all such transferees, assignees and sublessees are collectively hereinafter referred to as “Permitted Transferees”); provided that (1) Tenant provides Landlord with not less than thirty (30) days prior written notice of such proposed assignment or sublease; (2) Tenant provides evidence to Landlord in writing that such assignment or sublease complies with the criteria set forth in (i) (ii) or (iii) above, (3) such assignee, subtenant or successor-in-interest expressly assumes Tenant’s obligations and liabilities hereunder, and (4) the tangible net worth of such successor entity is equal to or greater than that of Tenant as of the Effective Date or the date of Transfer, whichever is greater, as evidenced by audited financial statements and an available independent corporate credit rating agency report, as reasonably determined by Landlord. No such assignment, sublease or transfer pursuant to this Subsection 12(e) shall release Tenant from any covenant, liability or obligation under this Lease.

(f)    Notwithstanding any provision above to the contrary, Tenant shall have the right to sublease up to twenty-five percent (25%) of the Premises to clients, affiliates, or law firm users without Landlord’s consent; provided, that (i) all sublessees shall be bound by and shall comply with all terms and conditions of this Lease relating to occupancy of the Premises and all Project Rules and Regulations; (ii) no such sublease shall release Tenant from any covenant, liability or obligation under this Lease, (iii) no sublessee (or its affiliates and owners) shall be Prohibited Person(s) (as defined in Section 24(bb), and (iv) Tenant shall provide copies of any written subleases to Landlord within five (5) days after execution.

(g)    All assignments of this Lease or any rights of Tenant hereunder for security purposes shall be void unless approved by Landlord in writing. No assignment for security purposes shall be recorded against or otherwise constitute a lien upon the Property, Project and/or Premises.

(a)    If the Property, Project and/or Premises are damaged or destroyed during the Term so as to substantially interfere with Tenant’s use and occupancy thereof, Landlord shall, within sixty (60) days after the date of such damage or destruction, provide Tenant with Landlord’s good faith estimate of the time required to repair and restore such damaged portions (“Landlord’s Damage and Destruction Estimate”). Except as hereinafter provided and subject to receipt of all required permits,

Landlord shall diligently repair or rebuild such damaged portions to as near their condition prior to the damage or destruction as is reasonably possible (subject to delays caused by Tenant Delay or other causes beyond Landlord’s control). With respect to the Premises, Landlord shall be required to repair and restore only those portions of the Premises which were initially provided at Landlord’s expense or as part of the original Installation of Tenant Improvements by Landlord for Tenant. In no event shall Landlord be obligated to repair or restore any special equipment or improvements installed by Tenant, any Alterations, or any Tenant Property.

(b)    Notwithstanding the above, in the event (i) Landlord’s Damage and Destruction Estimate provides that the Project or the Premises cannot be fully repaired or restored by Landlord within the earlier of one hundred eighty (180) days after the date of the damage or destruction or the expiration of the Term; (ii) the damage or destruction to the Project or Premises is due to any cause not fully covered by Landlord’s insurance; or (iii) Landlord’s lender does not allow all insurance proceeds to be used for the repair or restoration of the damage, Landlord may elect to terminate this Lease by written notice to Tenant within sixty (60) days of the date of the damage or destruction.

(c)    In the event Landlord’s Damage and Destruction Estimate provides that the use and occupancy of the Premises cannot be substantially repaired or restored by Landlord within two hundred seventy (270) days after the date of the damage or destruction; Tenant may elect to terminate this Lease by written notice to Landlord within thirty (30) days of Tenant’s receipt of Landlord’s Damage and Destruction Estimate. In addition, if Landlord fails to complete such repair and restoration within ninety (90) days of the estimated date for completion set forth in Landlord’s Damage and Destruction Estimate, Tenant may thereafter elect to terminate this Lease upon thirty (30) days written notice to Landlord provided, however, that such election shall be null and void (and this Lease shall continue in full force and effect) if Landlord substantially completes the repair and restoration prior to the end of such thirty (30) day notice period.

(d)    Rent due and payable hereunder shall be abated proportionately during any period in which, by reason of any such damage or destruction, Tenant is unable to reasonably conduct its business in the Premises or in alternative temporary space provided by Landlord in the Project; provided that there shall be no abatement of Rent if such damage is their result of the gross negligence or willful misconduct of Tenant or that of its agents, employees, sublessees, invitees or licensees unless such abatement of Rent is reimbursed by Landlord’s rental loss insurance. Tenant shall not receive or be entitled to receive any compensation or damages (whether actual, consequential or incidental) for loss of any part of the Premises, and/or for any interruption of Tenant’s business, and/or for any other inconvenience or annoyance caused by the damage or destruction, or by the repair or reconstruction activities.

(e)    Notwithstanding anything above to the contrary, in the event there is material damage that occurs during the last twenty-four (24) months of the Term of this Lease or any extension thereof, either party may terminate this Lease upon thirty (30) days’ prior written notice.

(f)    Landlord and Tenant hereby waive the provisions of any statutes or court decisions which relate to the abatement or termination of leases when leased property is damaged or destroyed and agree that such event shall be exclusively governed by the terms of this Lease.

If the entire Project and/or Premises, or such part thereof as shall substantially interfere with either Landlord’s or Tenant’s use and occupancy thereof, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation. condemnation, or eminent domain, or sold to prevent such taking, this Lease shall terminate as of the date possession is required to be surrendered to said taking authority. In the event (i) the amount of property or type of estate taken shall not substantially interfere with either Landlord’s or Tenant’s use and occupancy of the Project or Premises; (ii) Landlord determines Landlord is economically able to restore the Project and/or Premises to a viable condition; and (iii) Landlord’s lender allows the use of the entire award payable to Landlord by reason of such taking for the purpose of the repair and restoration of the remaining balance of the Project or Premises, then Landlord shall restore the area affected by the taking as soon as reasonably practicable. Tenant shall not assert any claim against Landlord for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. Notwithstanding the above, Tenant shall have the right to make a separate claim with the condemning authority, if available under applicable law, for the value of Tenant’s Property and/or moving and relocation expense; provided, however, that such separate clam shall not reduce or adversely affect the amount of any Landlord’s award.

(a)    Tenant shall, at its sole cost and expense, keep in full force and effect during the Term the following insurance:

(i)    All-risk property and casualty insurance on Tenant’s Property with coverage not less than the full replacement value, together with business interruption coverage. Such policy shall contain an Agreed Amount endorsement in lieu of a coinsurance clause.

(ii)    Commercial General Liability Insurance insuring Tenant against any liability arising out of the lease, use, occupancy or maintenance of the Premises and all areas appurtenant thereto and the business operated by Tenant in the Premises. Such insurance shall be in the minimum amounts of at least $2,000,000 per individual and $5,000,000 per occurrence. Such policy shall name Landlord and any Mortgagee (as defined in Section 17 below) as additional insureds.

(iii)    Workers’ Compensation and Employers Liability insurance as required by state law.

(iv)    Any other form or forms of insurance or increased coverage or limits as Landlord or any Mortgagee may reasonably require from time to time.

(b)    Landlord makes no representation that the minimum amounts of insurance coverage required to be carried by Tenant pursuant to this Section 15, are adequate to protect Tenant. If Tenant believes that any such insurance coverage is inadequate, Tenant will obtain such additional insurance coverage as Tenant deems appropriate, at Tenant’s sole expense.

(c)    All policies shall be written in a form and with insurance companies satisfactory to Landlord and any Mortgagee (but in no event shall such company be rated less than A-X in “Bests” Insurance Guide) and shall provide that Landlord and any Mortgagee shall receive not less than thirty (30) days’ prior written notice of any cancellation. Prior to Tenant taking possession of the Premises, Tenant shall deliver to Landlord copies of policies or certificates evidencing the insurance required above. Tenant shall, within thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant as Additional Rent. Further, all Commercial General Liability policies maintained by Tenant shall be written as primary policies, not contributing with and not supplemental to the coverage that Landlord may carry.

(d)    During the Term, Landlord shall procure and maintain in full force and effect with respect to the Project (i) all-risk property and casualty insurance with coverage not less than the full replacement value of the Project; (ii) commercial liability insurance insuring Landlord’s activities with respect to the Project for loss, damage or liability for personal injury or death of any person or loss or damage to property occurring in, upon or about the Project in an amount of not less than Three Million Dollars ($3,000,000) combined single limit; and (iii) if and to the extent desired by Landlord, such other insurance and/or coverage in such amounts and on such terms as Landlord and/or any Mortgagees may reasonably require from time to time in form, in amounts and for insurance risks against which a prudent Landlord would protect itself, including but not limited to rental abatement, rental interruption, earthquake, flood and terrorism insurance. If the annual premiums charged Landlord for such casualty and/or liability insurance exceed the standard premium rates because the nature of Tenant’s operations results in increased exposure, then Tenant shall, upon receipt of appropriate premium invoices, reimburse Landlord for such increased amount.

(e)    Whether a loss or damage is due to the negligence of either Landlord or Tenant, their agents or employees, or any other cause, Landlord and Tenant do each hereby release and relieve the other, their agents and employees, from responsibility for, and waive their entire claim of recovery for (i) any loss or damage to the real or personal property of either located anywhere in the Project or on the Property, arising out of or incident to the occurrence of any perils which are covered by their respective insurance policies, and (ii) any loss resulting from business interruption at the Premises or loss of rental income from the Project, arising out of or incident to the occurrence of any of the perils which are covered by the insurance policies which are covered by the policies of insurance carried by the parties hereto (or under policies which are required to be carried by either party hereunder whether actually carried or not) including but not limited to a business interruption insurance policy or toss of rental income insurance policy held by Landlord or Tenant; provided, that notwithstanding the foregoing, Landlord does not waive its right to have the Tenant reimburse Landlord for the deductible payable under any policy or policies of insurance carried by Landlord as required under this Lease. Each party shall cause insurance carriers to consent to the foregoing waiver of rights of subrogation against the other party.

(a)    Tenant shall indemnify, defend, and hold harmless Landlord and its principles, members, agents, contractors and employees (hereinafter collectively referred to as the Landlord Parties” and individually as a “Landlord Party”) from and against any and all claims, demands, causes of action, fines, penalties, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with or arising from third party claims relating to:

(i)    the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under Tenant;

(ii)    any breach by Tenant or its employees, agents, contractors, or invitees of this Lease;

(iii)    any activity, work, or thing done or permitted by Tenant in or about the Premises;

(iv)    any injury or damage to person, property, or business of Tenant, its employees, agents, contractors, or invitees entering upon the Premises under the express or implied invitation of Tenant, or

(v)    any violation by Tenant of the Americans with Disabilities Act and/or any other law, rule, code, or regulation.

If any action or proceeding is brought against a Landlord Party by reason of the foregoing, Tenant, upon written notice from such Landlord Party, shall defend the same at Tenant’s expense, with counsel reasonably satisfactory to Landlord. Tenant also shall indemnify, defend and hold Landlord harmless from all costs, attorneys’ fees, expenses and liabilities incurred in connection with any claim or proceeding for which Tenant is responsible under this Section 16.

(b)    Landlord shall indemnify, defend, and hold harmless Tenant and ifs principles, members, agents, contractors and employees (hereinafter collectively referred to as the “Tenant Parties” and individually as a “Tenant Party”) from and against any and all claims, demands, causes of action, fines, penalties, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with or arising from third party claims relating to:

(i)    the activity, work or thing done or permitted by Landlord in or about the Property, Project and/or the Common Areas;

(ii)    any breach by Landlord or its employees, agents, contractors, or invitees of this Lease; or

(iii)    any violation by Landlord of the Americans with Disabilities Act and/or any other law, rule, code, or regulation.

If any action or proceeding is brought against a Tenant Party by reason of the foregoing, Landlord, upon written notice from such Tenant Party, shall defend the same at Landlord’s expense, with

counsel reasonably satisfactory to Tenant Landlord also shall indemnify, defend and hold Tenant harmless from all costs, attorneys’ fees, expenses and liabilities incurred in connection with any claim or proceeding for which Landlord is responsible under this Section 16.

(c)    In the event of the concurrent negligence of (i) Tenant, its sublessees, assignees, invitees, agents, employees, contractors, or licensees on the one hand and the negligence of Landlord, its agents, employees or contractors on the other hand, which concurrent negligence results in injury or damage to persons or property of any nature and howsoever caused, and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Property, Project, Premises or Common. Areas such that RCW 424.115 is applicable, Tenant’s obligation to indemnify Landlord as set forth in this Section 16(c) shall be limited to the extent of Tenant’s negligence and that of Tenant’s officers, sublessees, assignees, invitees, agents, employees, contractors or licensees, including Tenant’s proportional share of costs, reasonable attorneys’ fees and expenses incurred in connection with any claim, action or proceeding brought with respect to such injury or damage; or (ii) Landlord, its assignees, agents, employees, contractors, or licensees on the one hand, and that of Tenant, its agents, employees, or contractors on the other hand, which concurrent negligence results in injury or damage to persons or property of any nature and howsoever caused, and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Property, Project, Premises or Common Areas, Landlord’s obligation to indemnify Tenant as set forth in this Section 16(c) shall be limited to the extent of Landlord’s negligence, and that of Landlord’s assignees, agents, employees, contractors or licensees, including Landlord’s proportional share of costs, reasonable attorneys’ fees and expenses incurred in connection with any claim, action or proceeding brought with respect to such injury or damage, LANDLORD AND TENANT EACH HEREBY WAIVE AND AGREE THAT THEY WILL NOT ASSERT THEIR RESPECTIVE INDUSTRIAL INSURANCE IMMUNITY UNDER TITLE 51 RCW IF SUCH ASSERTION WOULD BE INCONSISTENT WITH THE RIGHT OF THE OTHER PARTY TO INDEMNIFICATION PURSUANT TO THIS SECTION 16(c). THE PARTIES AGREE THAT THIS PROVISION WAS MUTUALLY NEGOTIATED.

(a)    Without the necessity of any additional document being executed by Tenant for the purpose of effective subordination, and at the election of Landlord or any mortgagee, or beneficiary of a deed of trust with a lien on the Project, Building, Common Areas and/or Land upon which they are located or any ground lessor (collectively referred to in this Lease as ^“Mortgagee”), but subject to the terms of Section 17(b) below:

(i)    This Lease shall be subject and subordinate at all times to any such Mortgage; and

(ii)    In the event of the foreclosure of any such Mortgage, or a conveyance in lieu of foreclosure, Tenant shall attorn to and become the Tenant of the successor-in-interest to Landlord.

Notwithstanding the foregoing, Landlord and any Mortgagee shall have the right to subordinate or cause to be subordinated any such Mortgage to this Lease.

(b)    Within twenty (20) days after request from Landlord or any Mortgagee, Tenant shall execute and deliver such additional agreements reasonably requested in order to confirm the provisions of (a) above; provided that, except to the extent expressly contemplated by the terms of the subordination agreement, Tenant’s possession of the Premises shall remain undisturbed and Tenant’s rights under this Lease shall be recognized and shall not be adversely affected so long as Tenant is not in default under this Lease. The form of subordination, non-disturbance and attornment agreement currently used by the Landlord’s Mortgagee is attached hereto as Exhibit H and Tenant acknowledges such form is commercially reasonable.

(c)    Landlord will use good faith diligent efforts to obtain from Landlord’s lender and deliver to Tenant, within fifteen (15) business days after the Effective Date, a subordination non-disturbance and attornment agreement (the “SNDA”) in the form attached hereto as Exhibit H, for execution by Tenant and such Lander. In the event such SNDA is not delivered and executed by Landlord’s existing Mortgagee within such fifteen (15) business day period, Tenant may terminate this Lease by written notice to Landlord, which notice must be given, if at all, within twenty (20) business days after the Effective Date, or Tenant shall be deemed to have waived its right to terminate this Lease under this Subsection 17(c).

(d)    Within twenty (20) days following written request by Landlord, Tenant shall execute and deliver to Landlord a certificate (“Estoppel Certificate”) certifying to the matters set forth in the form of Estoppel Certificate attached hereto as Exhibit J and/or such other matters or on such other form as is commercially reasonable. Tenant’s failure to timely deliver the Estoppel Certificate shall, at Landlord’s election, be deemed a Default by Tenant under this Lease and shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Landlord’s performance, and (Iii) that not more than one (1) month’s Rental has been paid in advance.

(a)    Tenant shall not install, maintain, replace, remove and/or use communications or computer wires, cables and/or related devices (collectively, the “Lines”) at or in the Project or serving the Premises, except with Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, after the initial installation of the Lines, Tenant shall have the right to make minor installations or replacements and/or remove any Lines located solely in the Premises without Landlord’s prior written consent. Unless otherwise agreed by Landlord in writing, Tenant shall locate all electronic telecommunications equipment within the Premises. Any request for consent shall contain detailed plans, drawings and specifications identifying all work to be performed, the time schedule for completion of the work, the identity of the entity that will provide service to the Lines and the identity of the entity that will perform the proposed work, all of which shall be subject to Landlord’s approval. Any approval by Landlord under this Section 19 shall not be deemed a warranty as to the adequacy thereof, and Landlord hereby disclaims any responsibility or liability for the same. Landlord disclaims all

responsibility for the condition or utility of the intra-building network cabling (“INC”) and makes no representation regarding the suitability of the Lines and the INC for Tenant’s intended use.

(b)    If Landlord consents to Tenant’s installation or use of any Lines, Tenant shall (i) pay all costs in connection therewith (including all costs related to new Lines); and (ii) use, maintain and operate the Lines and related equipment in accordance with and subject to all laws governing the Lines and equipment. Tenant shall further insure that (A) Tenant’s contractor complies with the provisions of this Section 19 and Landlord’s reasonable requirements governing any work performed; (B) Tenant’s contractor provides all insurance required by Landlord; (C) any work performed shall comply with all laws; and (D) as soon as the work is completed, Tenant shall submit “as-built” drawings to Landlord to the extent the preparation of such drawings are required by the City of Seattle.

(c)    Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises upon expiration or earlier termination of the Term, or at any time with three (3) days prior written notice in the event such Lines are installed in violation of these provisions or are, at any time, in violation of any laws or present a dangerous or potentially dangerous condition (whether such Lines were installed by Tenant or any other party on behalf of Tenant).

(d)    Landlord does not warrant and shall not be liable for or with respect to (i) any shortages, failures, variations, interruptions, disconnections, and/or loss of services related to the Lines and/or INC; (ii) installation, maintenance, or replacement, use or removal of Lines by or for other tenants or occupants at the Project; (iii) any failure of any Lines to satisfy Tenant’s requirements; or (iv) any eavesdropping or wire-tapping by unauthorized parties (collectively, “Line Problems”). Without limiting the foregoing, Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems. Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant’s obligations under this Lease.

Tenant shall be entitled to purchase the number of monthly permits set forth in Section 1(h) to park automobiles on a non-exclusive self park, parking assisted and/or valet basis as determined by Landlord in unassigned Parking Stalls in the Project parking garage. Not less than ninety (90) days prior to the Estimated Commencement Date, Tenant shall give Landlord written notice If Tenant desires to purchase less than the full number at permits set forth in 1(h) as of the Lease Commencement Date, otherwise Tenant will be deemed to have elected to initially purchase ail such permits. After the Commencement Date, Tenant may, upon no less than ninety (90) days written notice to Landlord (which notice shall only be effective as of the end of a calendar month), elect to decrease, or subject to availability as reasonably determined by Landlord, to increase, the number of monthly permits purchased by Tenant (but in no event shall Tenant be entitled to purchase more than the number of monthly permits set forth in Section 1(h)). Tenant shall pay the initial rate of $300 per permit per month for each parking permit obtained by Tenant pursuant to this Section 20, (plus sales and other taxes) which rates may be increased annually to rates being charged for

permit parking at comparable Class A office buildings in the Seattle CBD, as reasonably determined by Landlord. Tenant shall be deemed to have waived any right to object to any such annual adjustment unless Tenant provides notice of such objection within sixty (60) days of receipt of Landlord’s notice regarding the same. Monthly parking shall be available only to Tenant’s employees based in the Premises and shall at all times be used subject to and in compliance with the Parking Rules and Regulations attached hereto as Exhibit F.

Tenant shall not place or in any manner display any sign, graphics, or other advertising matter anywhere in or about the Premises or the Project at places visible (either directly or indirectly) from anywhere outside the Premises without first obtaining Landlord’s written consent thereto which consent shall not be unreasonably withheld, conditioned or delayed and, in any event, no signage shall be allowed which would violate the provisions of this Section 21. Any such consent by Landlord shall be upon the understanding and condition that Tenant shall remove the same at the expiration or sooner termination of this Lease and Tenant shall repair damage to the Premises or the Project caused thereby. Landlord shall not unreasonably withhold its consent to normal Tenant signage within the Premises which is consistent in Landlord’s opinion with the Project’s image and signage and graphics program. Signage other than Project directory or Project standard elevator lobby directory signage shall be at Tenant’s sole expense.

(a)    The occurrence of any one or more of the following events shall constitute a “Default” by Tenant under this Lease:

(i)    The failure by Tenant to make any payment of Rent then due, within three (3) days of written notice from Landlord;

(ii)    Intentionally deleted;

(iii)    Tenant makes an assignment for the benefit of creditors or files a voluntary petition under any bankruptcy act or under any other law for the relief of debtors or if an involuntary petition is filed against Tenant under any such law and is not dismissed within thirty (30) days after filing or if a receiver is appointed for the property of Tenant and such receiver is not discharged or removed within thirty (30) days of appointment.

(iv)    Unless otherwise specifically noted in this Lease, the failure by Tenant to observe or perform any of the covenants or provisions of this Lease (other than as specified in Sections 22(a)(i), (ii) or (iii) above) where such failure shall continue for a period of twenty (20) days after written notice thereof from Landlord to Tenant (assuming that such failure is curable); provided, that notwithstanding the foregoing, Landlord shall have the right to specify a shorter cure period in its notice to Tenant where Landlord, within the exercise of its good faith business judgment, determines that the Tenant’s failure to observe or perform any of its covenants or provisions of this Lease will materially damage the Project, Premises or any Project system, or will create a situation adversely and materially affecting

the health, safety or welfare of any person, or is creating, or may create, a nuisance or unreasonable disturbance. If the nature of Tenant’s default is such that more than twenty (20) days (or such shorter cure period set forth in Landlord’s notice) are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said twenty (20) day period (or such shorter cure period set forth in Landlord’s notice) and thereafter diligently prosecute such cure to completion, which completion shall occur not later than one hundred twenty (120) days from the date of such notice from Landlord.

(b)    Upon the occurrence of any Default, Landlord, at any time and from time to time, and without preventing Landlord from exercising any other right or remedy available to Landlord at law or in equity, exercise any one or more of the following remedies:

(i)    Terminate this Lease and all rights of Tenant hereunder effective on the date Landlord specifies in its termination notice to Tenant. Upon termination, Tenant will immediately surrender possession of the Premises to Landlord and Tenant shall be liable to Landlord for all damages incurred by Landlord by reason of Tenant’s Default, including, without limitation, the following:

(1)    The amount of any unpaid Rent which had been earned at the time of such termination;

(2)    The amount by which tie unpaid Rent which would have been earned after termination and for the balance of the Lease Term exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided;

(3)    Any interest charged on delinquent Rent;

(4)    The costs incurred by Landlord in reletting the Premises (the “Reletting Costs”) which costs shall include, but not be limited to, real estate broker’s fees incurred by Landlord; the costs of repairing the Premises and putting the same into a tenantable condition; the cost of tenant improvements, alterations, renovations and decorating the Premises for the new tenant(s); any allowances or credits which Landlord grants such new tenant(s); any expenses or costs related to any assumption by Landlord of the lease of such replacement tenant(s); an amount equal to the difference between the Basic Rent as specified in this Lease and the rent payable by the replacement tenant(s); the attorneys’ fees and costs incurred by Landlord. The Reletting Costs shall be pro-rated over the entire term of the new lease and Tenant shall be responsible for the proportion of the Reletting Costs allocated to the remainder of this Lease had no such early termination occurred; and/or

(5)    Any other amount necessary to compensate Landlord for all damages proximately caused by Tenant’s failure to perform Tenant’s obligation under this Lease.

(ii)    Terminate Tenant’s right to possess the Premises by any lawful means, with or without terminating this Lease, in which case Tenant will immediately surrender possession of the Premises to Landlord. Unless Landlord specifically states that it is terminating this Lease, Landlord’s termination of Tenant’s right to possess the Premises is not be construed as an election by Landlord to terminate this Lease or Tenant’s obligations and liabilities under this Lease. If Landlord terminates Tenant’s right to possess the Premises, Landlord is not obligated to but may re-enter the Premises and remove all persons and property from the Premises. Landlord may store any property Landlord removes from the Premises in a public warehouse or elsewhere at the cost of and for the account of Tenant.

(c)    Tenant will reimburse and compensate Landlord on demand, as Additional Rent, for any actual loss Landlord incurs in connection with, resulting from or related to a Default, regardless whether suit is commenced or judgment is entered. Such loss includes all reasonable legal fees, costs and expenses (including paralegal fees and other professional fees and expenses) Landlord incurs investigating, negotiating, settling or enforcing any of Landlord’s rights or remedies or otherwise protecting Landlord’s interests under this Lease. In addition to the foregoing, Landlord is entitled to reimbursement of all of Landlord’s fees, expenses and damages, including, but not limited to, reasonable attorneys’ fees and paralegal and other professional fees and expenses, Landlord incurs in connection with protecting its interests in any bankruptcy or insolvency proceeding involving Tenant, including, without limitation, any proceeding under any chapter of the Bankruptcy Code; by exercising and advocating rights under Section 365 of the Bankruptcy Code; by proposing a plan of reorganization and objecting to competing plans; and by filing motions for relief from stay. Such fees and expenses are payable on demand, or, in any event, upon assumption or rejection of this Lease in bankruptcy.

(d)    All rights, options and remedies of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. Landlord shall use reasonable efforts to mitigate its damages upon a default of Tenant hereunder as required by law. No waiver of any default of Tenant hereunder shall be implied from any acceptance by Landlord of any Rent or other payments due hereunder or any omission by Landlord to lake any action on account of such default if such default persists or is repeated, and no express waiver shall affect defaults other than as specified in said waiver. The consent or approval of Landlord to or of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord’s consent to or approval of any subsequent similar acts by Tenant.

(e)    Landlord shall be in default in the performance of any material obligation required to be performed by Landlord under the Lease if Landlord has tailed to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) calendar days are required for its performance, then Landlord shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursues the same to completion. Upon any such default by Landlord, Tenant may exercise any of

its rights provided in law or at equity; provided that, except as expressly allowed by this Lease, Tenant shall have no right (i) to exercise self-help; and/or (ii) to withhold, set oft, or abate Rent.

(f)    In the event of any default by Landlord or Tenant hereunder, the non-defaulting party shall have the right to recover only actual damages which arise or are incurred by reason of such default or negligent acts or omissions of the other, and Landlord and Tenant waive, to the maximum extent permitted by law, any right each may have to claim or recover any special, indirect, incidental, consequential or punitive damages of any kind or nature, including lost revenues and profits and damages, even if it has been advised of the possibility of such damages.

(a)    Expansion Option. Provided no Default by Tenant exists under this Lease, Tenant shall have the right, (“Expansion Right”) effective as of a date prior to April 30, 2012, to lease additional space consisting of either 2,000 Rentable Square Feet or 4,000 Rentable Square Feet located adjacent to the initial Premises, as reasonably determined by Landlord (the ‘Expansion Space”). Tenant shall provide written notice of exercise of its election to lease the Expansion Space (“Tenant’s Expansion Notice”) no later than January 31, 2012, which Tenant’s Expansion Notice shall specify Tenant’s square footage election (i.e. either 2,000 Rentable Square Feet or 4,000 Rentable Square Feet). In the event Tenant does not exercise its Expansion Right by timely notice to Landlord as required above, Landlord shall have no further obligation to lease such Expansion Space to Tenant, except as provided in Section 23(b) below. In the event of the exercise by Tenant of its Expansion Right pursuant to this Section 23(a): (i) Tenant’s lease of the Expansion Space will commence on the date Landlord tenders the Expansion Space to Tenant (which date shall be no later than April 30, 2012 unless otherwise agreed to by Tenant in writing); (ii) Tenant’s lease of the Expansion Space will be coterminous with the initial Lease Term and shall be subject to all terms and conditions of this Lease except as otherwise contemplated by this Subsection 23(a); (iii) Basic Rent for the Expansion Space shall be the Per Rentable Square Foot rate set forth in Section 1(c) above in effect as of the date Tenant exercises the Expansion Right, as thereafter increased pursuant to such Section 1(c); (iv) Tenant’s Percentage shall be adjusted to include the Rentable Area of the Expansion Space; (v) subject to the allowance provided in (vi) below, Landlord shall improve the Expansion Space in the same general manner and with substantially the same improvements as the initial Premises, as mutually agreed by Landlord and Tenant; (vii) Landlord shall provide an improvement allowance equal to $100.00 par Rentable Square Foot of the Expansion Space multiplied by a fraction the numerator of which is the number of months which will be remaining on the Lease Term as of the estimated date of occupancy of the Expansion Space by Tenant and the denominator of which is 120, to be used for the actual out-of-pocket costs of improving the Expansion Space. Within thirty (30) days after exercise by Tenant of its election to lease the Expansion Space, Landlord and Tenant shall enter into an amendment to this lease incorporating the Expansion Space into the Premises on the terms and conditions set forth above. The Expansion Right provided to Tenant hereunder is personal to the Tenant named above and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity except for Permitted Transferees.

(b)    Right of First Opportunity. Tenant will have an ongoing right of opportunity (the “Right of First Opportunity”) to lease available space on Floor 11 of the Building and which is

contiguous to the Premises (the “ROM Space”), it and to the extent the same becomes available for lease during the period commencing on the initial lease-up of the Project and expiring [on the date twelve (12) months prior to expiration of the initial Term] (the “Right of First Opportunity Period”).

(i)    At such times as all or a portion of the ROFO Space becomes available during the Right of First Opportunity Period, Landlord shall provide Tenant with written notice (the “Landlord’s ROFO Notice”) of such availability, which Landlord’s ROFO Notice shall describe the ROFO Space, or portion thereof, which is available, or if not then available the Landlord’s ROFO Notice shall set forth the date on which the ROFO Space (or portion thereof described in the Landlord’s ROFO Notice) is anticipated to be available and on which date Tenant would be required to commence its lease of the ROFO Space. In addition, the Landlord’s ROFO Notice shall set forth the terms upon which Landlord would offer the ROFO Space (or portion described in the Landlord’s ROFO Notice) to other third parties (including rental: rate, a lease term of five (5) years, any applicable tenant improvement allowance and parking availability). To the extent there is less than five (5) years remaining on the term of this Lease, Landlord’s ROFO Notice shall also include the terms upon which Tenant would be allowed to extend the Term of the Lease for the initial Lease to be coterminous with that of the ROFO Space. Tenant shall provide written notice of its election to lease the entire ROFO Space designated in Landlord’s ROFO Notice, and Tenant’s election to extend the Term of the initial Lease to be coterminous therewith, within five (5) business days after receipt of the Landlord’s ROFO Notice. Tenant’s failure to exercise its Right of First Opportunity by written notice to Landlord within said five (5) business day period shall automatically be deemed a waiver by Tenant of any Right of First Opportunity to lease the applicable ROFO Space identified in Landlord’s ROFO Notice.

(ii)    In the event Tenant elects to lease the ROFO Space described in the Landlord’s ROFO Notice, Landlord shall prepare an amendment to this Lease incorporating the applicable ROFO Space into the Premises, extending the term of this Lease and setting forth the changes to this Lease made necessary by reason of such expansion on the terms set forth in Landlord’s ROFO Notice including, without limitation, increasing the Basic Rent to include the Basic Rent for the applicable ROFO Space, increasing Tenant’s Percentage of the Project, increasing the number of parking stalls which may be used by the Tenant, extending the Lease term with respect to the ROFO Space and such other changes as may be reasonably necessary. Landlord and Tenant shall execute, acknowledge and return a mutually acceptable amendment incorporating the above terms within ten (10) business days after exercise by Tenant of its rights under this Section 23(b).

(iii)    If Tenant does not timely elect to lease the ROFO Space set forth in a Landlord ROFO Notice, Landlord may lease all ore. portion of the ROFO Space offered to Tenant to any third party or parties with no further right or obligation to Tenant with respect to such ROFO Space; provided, however, if Landlord desires to enter into a lease transaction with another tenant with respect to the applicable ROFO Space on terms more than 10% more favorable to the third party tenant than those offered to Tenant, Landlord shall first offer Tenant such more favorable terms pursuant to the provisions of This Section 23(b). In the event Tenant does not elect to lease the ROFO Space set forth in a Landlord ROFO Notice

and such space is leased to another tenant, such space shall no longer be subject to Tenant’s Right of First Opportunity under this Section 23(b).

(iv)    Notwithstanding anything herein to the contrary, Tenant’s Right of First Opportunity pursuant to this Section 23(b) is subject to any rights (including without limitation extension and expansion rights) of other existing tenants of the Project and/or other third parties as of the Effective Date and Landlord shall not be obligated to notify Tenant of the availability of any ROFO Space until such time as the rights of such existing tenants or other third parties have terminated or been waived.

(v)    The Right of First Opportunity granted to Tenant pursuant to this Section 23(b) is personal to Tenant identified above and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than a Permitted Transferee, except as otherwise agreed by Landlord in writing.

(a)    Notices. Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery, overnight air courier or by mail, and if given by mail shall be mailed by certified mail, return receipt requested, addressed to Tenant or to Landlord at the street addresses designated in Section 1(i). Notice shall be deemed sufficiently given (i) when tendered, if written notice is personally delivered; or (ii) on the date delivered (or on the date delivery is refused) if sent by overnight air courier; or (iii) if mailed, three (3) business days after deposit of the above-described certified mail with the United States Postal Service. Either party may specify a different street address for notice purposes by written notice to the other

(b)    Quiet Enjoyment. Landlord covenants and agrees that upon Tenant’s paying the Rent required under this Lease and performing all of Tenant’s obligations under this Lease, neither Landlord, nor any party acting by or through Landlord, shall disturb Tenant’s quiet enjoyment of the Premises in accordance with this Lease.

(c)    Traffic Management. If the City of Seattle or any other governmental entity having jurisdiction over the Project, or if Landlord so requires, Landlord and Tenant agree to cooperate and use their reasonable good faith efforts to participate in traffic management programs generally applicable to businesses located in Seattle, Washington, and Tenant shall encourage its employees to actively participate in, and support, the governmental and/or Landlord’s programs which are designed to meet governmental requirements or goals, including but not limited to van and car pooling by office workers and service employees and shall encourage and support staggered and flexible working hours for employees to the fullest extent Permitted by the requirements of Tenant’s business. Neither this Section nor any other provisions in this Lease, however, are intended to or shall create any rights or benefits in any other person, firm, company, governmental entity or the public.

(d)    Brokers. It is understood and agreed that there are no procuring brokers, salespersons or finders which were employed by Landlord or Tenant other than those listed in Section 1(g) of this Lease and each party agrees to indemnity and hold harmless the other from any claim or claims,

and costs and expenses, including attorneys’ fees, incurred by the indemnified patty in conjunction with any such claim or claims of any other broker ‘or brokers to a commission in connection with this Lease as a result of the actions of the indemnifying party. Each party signing this document confirms that the prior oral and/or written disclosure of agency was provided to him/her in this transaction. (As required by WAC 308-124D-040). Landlord and Tenant, by their execution of this Lease, each acknowledge that they have received a pamphlet on the law of real estate agency as required under RCW 18.86.030(1)(f).

(e)    Intentionally Deleted.

(f)    Rules and Regulations. Tenant shall faithfully observe and comply with the “Project Rules and Regulations” and the “Parking Rules and Regulations,” copies of which are attached hereto as Exhibit E and Exhibit F, respectively, and all reasonable and nondiscriminatory modifications thereof and additions thereto from time to lime put into effect by Landlord. Landlord shall not be responsible to Tenant for the violation or nonperformance by any other tenant or occupant of the Project of any of said Rules and Regulations.

(g)    Professional Fees. In the event of any litigation or other proceeding, declaratory or otherwise, arising out of this Lease, including an action to collect or enforce a judgment or order entered in any such litigation or proceeding, the prevailing party shall be entitled to recover from the nonprevailing party reasonably attorneys fees and costs, in an amount which will be fixed by the court. If Landlord engages counsel to enforce the terms of this Lease (including, but not limited to, for the purpose of preparing a delinquency notice), Tenant will reimburse Landlord for all attorneys’ fees incurred before the subject default is considered cured.

(h)    Definition of Landlord. The term “Landlord,” as used in this Lease, shall be limited to the owner or owners, at the time in question, of the fee title (which may be as a condominium unit) of the Project, or lessees under any ground lease, if any. In the event of any transfer, assignment or other conveyance or transfers of any such title, Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability as respects the performance of any covenants under this Lease. The transferee or assignee of such title shall be deemed to have assumed and agreed to observe and perform any and all obligations of Landlord hereunder, from and after the date of transfer, assignment or conveyance. Landlord may transfer its interest in the Property, Project, Premises and/or this Lease without the consent of Tenant.

(i)    Limitation of Liability. In the event of an actual or alleged failure, breach or default hereunder by Landlord and/or enforcement of any indemnification made or given by Landlord, Tenant will look solely to Landlord’s interest in the Project and neither Landlord nor any partner, member, or shareholder of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of Landlord). Tenant agrees that neither Landlord nor any Landlord Parties will be personally liable for any judgment or deficiency. These covenants and agreements are enforceable by Landlord and any partner, member, shareholder, director, officer or agent of Landlord.

(j)    Intentionally deleted.

(k)    Waiver. The waiver by either party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained, nor shall any custom or practice which may grow up between the pastes in the administration of the terms hereof be deemed a waiver of or in any way affect the rights of either party to insist upon the performance in strict accordance with said terms.

(l)    Joint and Several Liability. All parties executing this Lease as Tenant are jointly and severally liable for the keeping, observing and performing of all of the terms, covenants, conditions, provisions and agreements of this Lease.

(m)    Financial Statements. Within ten (10) business days after receipt of a written request from Landlord in connection with a pending sale or financing of the Project, Tenant shall arrange for its Chairman to have a confidential conversation with a representative of such potential buyer or tender summarizing Tenant’s current general financial condition.

(n)    Independently Provided Services. This Lease is entirely separate and distinct from and independent of any and all agreements that Tenant may at any time enter into with any third party for the provision of services, which include, but are not limited to, telecommunications, office automation, repair, maintenance services; computer, and photocopying (“Independent Services”). Tenant acknowledges that Landlord has no obligation of any type concerning the provision of Independent Services, and agrees that any cessation or Interruption of Independent Services or any other act or neglect by the third party providing the Independent Services shall not constitute a default or constructive eviction by Landlord.

(o)    Interpretation. The parties hereto specifically acknowledge and agree that the terms of this Lease have been mutually negotiated and the parties hereby specifically waive the rule or principle of contract construction which provides that any ambiguity in any term or provision of a contract will be interpreted or resolved against the party which drafted such term or provision.

(p)    Conflict of Laws. This Lease shall be governed by and construed pursuant to the laws of the State of Washington.

(q)    Successors and Assigns. Except as otherwise provided in this Lease, all covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

(r)    Authority to Bind Landlord and Tenant. The individuals signing this Lease on behalf of Landlord hereby represent and warrant that they are empowered and duly authorized to bind Landlord to this Lease. The individuals signing this Lease on behalf of Tenant hereby represent and warrant that they are empowered and duly authorized to bind Tenant to this Lease.

(s)    No Usury. No interest charged, or chargeable by Landlord under this Lease (including but not limited to the interest chargeable under Section 4(b) and/or any late charge, fee or other sum charged or withheld by Landlord and which is deemed to be interest) shall exceed the maximum amount of interest permitted by any applicable law. If any such interest, fee or charge

would exceed such maximum, then such interest, fee or charge shall be automatically reduced to the maximum amount allowed by law and any sums already collected in excess of such maximum amount shall be refunded by Landlord in cash or by granting Tenant a credit in the applicable amount which credit shall be applied against the next Basic Rent coming due.

(t)    Excused Delays. Except as otherwise set forth below, neither party shall have liability to the other on account of the following acts (each of which is an “Excused Delay” and jointly all of which are “Excused Delays”)” which shall include: (a) the inability to fulfill, or delay in fulfilling, any obligations under this Lease by reason of strike, lockout, other labor trouble, dispute or disturbance; (b) governmental regulation, moratorium, action, preemption or priorities or other controls; (c) shortages of fuel, supplies or labor; (d) any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises by reason of any requirement act or omission of the public utility or others furnishing the Project with electricity or water; or (e) for any other reason, whether similar or dissimilar to the above, or for act of God beyond a party’s reasonable control. If this Lease specifies a time period for performance of an obligation of a party, that time period shall be extended by the period of any delay in the party’s performance caused by any of the events of Excused Delay described herein; provided, that notwithstanding anything to the contrary above, no payment of money (whether as Basic Rent, Additional Rent or any other payment due under this Lease) shall be postponed, delayed or forgiven by reason of any of the foregoing events of Excused Delay.

(u)    Terms, Gender, and Headings. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. Words used in any gender include other genders. The Section headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.

(v)    Examination of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease and it is not effective as a lease or otherwise until execution and delivery to both Landlord and Tenant.

(w)    Time. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.

(x)    Prior Agreement or Amendments. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in the Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest.

(y)    Severability. Any provisions of this Lease which shall prove to be invalid, void or illegal in no way affect, impair or invalidate any other provisions hereof, and such other provisions shall remain in full force and effect.

(z)    Recording. Neither Landlord nor Tenant shall record this Lease nor a short form memorandum thereof without the consent of the other.

(aa)    Exhibits. Any exhibit attached to this Lease contains terms and conditions which are hereby incorporated herein by reference. In the event of any inconsistency between the terms in the Lease and those set forth in the exhibit, the terms of the exhibit shall prevail.

(bb)    Patriot Act Compliance.

a.Tenant represents and warrants to, and covenants with Landlord that neither Tenant nor any of its respective constituent owners or affiliates currently are, or shall be at any time during the Term hereof, in violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act”).

b.Tenant covenants with Landlord that neither Tenant nor any of its respective constituent owners or affiliates is or shall be during the Term hereof a “Prohibited Person,” which is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to, the provisions of the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom Landlord is prohibited from dealing with or otherwise engaging in any transaction by any Anti-Terrorism Law, including without limitation the Executive Order and the USA Patriot Act; (iv) a person or entity who commits, threatens Or conspires to commit or support “terrorism” as defined in Section 3(d) of the Executive Order, (v) a person or entity that is named as a “specially designated national and blocked person” on the then-most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list; and (vi) a person or entity who is affiliated with a person or entity listed in items (i) through (v), above.

c.At any time and from time-to-time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant’s compliance with this Section 24(bb).

(cc)    Conditions. Landlord’s obligations under this Lease are conditioned Landlord’s ability to obtain all necessary approvals and permits for the construction of the Tenant Improvements pursuant to this Lease on or before the date thirty (30) calendar days after the Effective Date. In the event the above condition is not met or waived by the specified date, this Lease shall terminate of the election of Landlord, in which event neither party shall have any further rights or obligations hereunder.

IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.

LANDLORD:

EIGHT-EIGHTEEN STEWART, LLC,

a Washington limited liability company

By:    /s/ Michael Nelson

Its:    Sr. Investment Director

TENANT:

BALL JANIK LLP,

an Oregon limited liability partnership

By:    /s/ Bradley S Miller

Its:    Partner    

STATE OF    Washington        )

) ss.

County of    King            )

I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document.

On this 19 day of July, 2010, before me personally appeared Bradley S. Miller to me known to be the Managing Partner of BALL JANIK LLP, an Oregon limited liability partnership, the limited liability partnership that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability partnership, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument on behalf of said limited liability partnership.

WITNESS my hand and official seal hereto affixed the day and year first above written.

STATE OF WASHINGTON        )

) ss.

County of King            )

I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document.

On this 20th day of July, 2010, before me personally appeared Michael Nelson to me known to be the Sr. Investment Director of EIGHT-EIGHTEEN STEWART, LLC, a Washington limited liability company, the limited liability company that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument on behalf of said limited liability company.

WITNESS my hand and official seal hereto affixed the day and year first above written.

THE COMMERCIAL UNIT OF 818 STEWART, A CONDOMINIUM, ACCORDING TO THE DECLARATION THEREOF RECORDED UNDER RECORDING NO. 20080916000531 AND AMENDMENT(S) THERETO;

SAID UNIT IS LOCATED ON SURVEY MAP AND PLANS FILED IN VOLUME 253 OF CONDOMINIUMS, AT PAGES 020 THROUGH 028;

TOGETHER WITH THE RIGHTS APPURTENANT TO SAID UNIT INCLUDING ITS ALLOCATED INTEREST IN COMMON ELEMENTS AND EASEMENT RIGHTS.

This Wort Letter Agreement (“Work Letter Agreement”) is in addition to the terms and conditions set forth in and is made a part of the Lease by and between EIGHT-EIGHTEEN STEWART, LLC, a Washington limited liability company (“Landlord”) and BALL JANIK LLP, an Oregon limited liability partnership (“Tenant”).

the same shall constitute a “Tenant Delay” and each day of such delay shall be deemed a day of “Tenant Delay”. In the event of Tenant Delay(s) (A) the Commencement Date shall be deemed to occur on the date on which the Commencement Date would have occurred if not for the applicable Tenant Delay(s), and (B) Tenant shall be obligated to commence the payment of Rent as specified in Section 4 of the Lease as If there had been no delay in the Commencement Date resulting from the Tenant Delay(s).

The following rules and regulations shall govern use of the parking facilities which are appurtenant to the Project.

Parking is prohibited by Tenant:

(a)    in areas not striped for parking;

(b)    in aisles unless provided for by valet or assisted parking services;

(c)    where no parking” signs are posted:

(d)    on ramps;

(e)    in cross hatched areas; and

TO:                        Date:

Gentlemen:

In accordance with the subject Lease, we wish to advise and/or confirm as follows:

AGREED AND ACCEPTED:

LANDLORD:

EIGHT-EIGHTEEN STEWART, LLC,

a Washington limited liability company

By:        

Its:        

TENANT:

By:        

Its:        

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

Bank of America, N.A.

RE Bank — Loan Administration

WA1-501-37-54

P.O. Box 3686

Seattle, WA 98124-3686

Attn:_______________________

[SPACE ABOVE LINE FOR RECORDERS USE ONLY]

Grantor (Tenant):            BALL JANIK LLP

Grantee:                BANK OF AMERICA, N.A.

Complete legal description on Exhibit A attached hereto.

Assessor’s Tax Parcel Nos .        066000-0670-00, 066000-0685-03

This SUBORDINATION, NOND1STURBANCE, AND ATTORNMENT AGREEMENT (this “Agreement”) is entered into as of ___________, 2010 (the “Effective Date”), between BANK OF AMERICA, N.A., a national banking association, whose address is REB Loan Administration, WA1-501-37-54, 800 Fifth Avenue, 37th Floor, Seattle, Washington 98104 (“Mortgagee”), in its capacity as Administrative Agent for the Lenders (“Lenders”) from time to time party to the Loan Agreement referred to below, and BALL JANIK LLP, an Oregon limited liability partnership, whose address is 101 SW Main Street, Portland, Oregon, 97204 (“Tenant”), with reference to the following facts:

A.    EIGHT-EIGHTEEN STEWART, LLC, a Washington limited liability company (“Landlord”), owns the real property located at 818 Stewart Street, Seattle, WA (such real property, including all buildings, improvements, structures and fixtures located thereon, “Landlord’s Premises”), as more particularly described in Schedule A.

B.    Pursuant to a Construction Loan Agreement dated as of July 30, 2007 (as amended, the “Loan Agreement”), Lenders made a loan to Landlord in the original principal amount of $73,711,000.00 (the “Loan”).

C.    To secure the Loan, Landlord has encumbered Landlord’s Premises by entering into that certain Deed of Trust, Assignment of Rents and Leases and Security Agreement dated June 30, 2007, for the benefit of Mortgagee (as amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the “Mortgage”) recorded under King County Recording No. 20070730001260.

D.    Pursuant to a Lease, dated as of July 19, 2010 (the “Lease”); Landlord demised to Tenant [a portion of] Landlord’s Premises (“Tenant’s Premises”).

E.    Tenant and Mortgagee desire to agree upon the relative priorities of their interests in Landlord’s Premises and their rights and obligations if certain events occur.

NOW, THEREFORE, for good and sufficient consideration, Tenant and Mortgagee agree:

IN WITNESS WHEREOF, this Agreement has been duly executed by Mortgagee and Tenant as of the Effective Date.

BANK OF AMERICA, N.A.,

a national banking association

By:        

Name:        

Title:        

BALL JANIK LLP,

an Oregon limited liability partnership

By:        

Name:        

Title:        

Landlord consents and agrees to the foregoing Agreement, which was entered into at Landlord’s request. The foregoing Agreement shall not alter, waive or diminish any of Landlord’s obligations under the Mortgage or the Lease. The above Agreement discharges any obligations of Mortgagee under the Mortgage and related loan documents to enter into a nondisturbance agreement with Tenant. Landlord is not a party to the above Agreement.

EIGHT_EIGHTEEN STEWART, LLC,

a Washington limited liability company

By:        

Name:        

Title:        

THE COMMERCIAL UNIT OF 818 STEWART, A CONDOMINIUM, ACCORDING TO THE DECLARATION THEREOF RECORDED UNDER RECORDING NO. 20080916000531 AND AMENDMENT(S) THERETO;

SAID UNIT IS LOCATED ON SURVEY MAP AND PLANS FILED IN VOLUME 253 OF CONDOMINIUMS, AT PAGES 020 THROUGH 028;

TOGETHER WITH THE RIGHTS APPURTENANT TO SAID UNIT INCLUDING ITS ALLOCATED INTEREST IN COMMON ELEMENTS AND EASEMENT RIGHTS.

Date:

[Addressee and address]

Attn:    

PE^.    Name of Transaction

Name of Project

Address (Including zip code)

Tenant’s Floor and Suite #

Ladies and Gentlemen:

It is our understanding that you have committed to place a mortgage upon the subject premises and as a condition precedent thereof have required this certification of the undersigned.

The undersigned, as Tenant, under that certain lease dated _______________, made with _________________, as Landlord, hereby ratifies said lease and certifies that to its actual knowledge:

Very truly yours,

(Tenant)

By:        

Its:        

The following uses are prohibited:

1. The retail sale of coffee and/or espresso drinks as a primary business.

2. Title insurance, escrow and related services.

3. Leases to or use by tenants or occupants using any of the following names: Fidelity National Title: Chicago Title, TICOR Title, LandAmerica, Stewart Title, Commonwealth Title, Lawyers Title, Rainier Title, Transnation Title, United General Title, Security Title, Old Republic Title.

4. Leases to or use by any of the following nationally recognized software consulting companies: AMS (formerly American Management Systems, Inc.), Arthur D. Little, Inc., AT Kearney, Bain & Company, Bearing Point, Booz Allen Hamilton, Boston Consulting Group (BCG), Cambridge Technology Partners, Cap Gemini Ernst & Young, Convergys, Diamond Cluster International, Inc., Electronic Data Systems (EDS), HP Services (formerly Hewlett-Packard/Compaq) HPS, IBM Global Services (formerly International Business Machines Corporation), IBM Informix (formerly Informix), Infosys, International Business Machines Corporation, Keane, McKinsey & Company, NEC, Oracle Corporation (formerly Oracle), Perot Systems Corporation, SAIC, SAP, Sapient Corporation, Scient (formerly iXL Enterprises, Inc.), Siemens Business Services, TCS (Tata Consultancy Services), Unisys, and Wipro Technologies, or successor entities resulting from the merger or consolidation of one or more of the above companies to the extent such successor entity is also a direct competitor of Tenant.

5. Leases to or use by tenants or occupants as a bank, mutual savings bank, savings and loan association, credit union or other financial institution or the placement or operation of an ATM, cash machine or similar device.

Seattle, Washington Office

September 30, 2014 Asset Detail

Conference Table

Conference Room Chair (1 of 8)

Conference Room Chair (2 of 8)

Conference Room Chair (3 of 8)

Conference Room Chair (4 of 8)

Conference Room Chair (5 of 8)

Conference Room Chair (6 of 8)

Conference Room Chair (7 of 8)

Conference Room Chair (8 of 8)

Bookcase 36x60

Bookcase 36x60

Bookcase 36x60

Shawl Lounge Chair (1 of 2)

Shawl Lounge Chair (2 of 2)

Curio Side Table

Secretarial Station - Space 1107

Secretarial Station - File Cabinet

Secretarial Station - File Cabinet

Secretarial Station - Space 1106

Secretarial Station - File Cabinet

Secretarial Station - File Cabinet

Secretarial Station - Space 1125

Secretarial Station - File Cabinet

Secretarial Station - File Cabinet

Conference Room Chair (1 of 12)

Conference Room Chair (2 of 12)

Conference Room Chair (3 of 12)

Conference Room Chair (4 of 12)

Conference Room Chair (5 of 12)

Conference Room Chair (6 of 12)

Conference Room Chair (7 of 12)

Conference Room Chair (8 of 12)

Conference Room Chair (9 of 12)

Conference Room Chair (10 of 12)

Conference Room Chair (11 of 12)

Conference Room Chair (12 of 12)

Large Conf Room : Granite Table

Kitchen: Square Table

Kitchen: Square Table

Kitchen: Blue Chair (1 of 8)

Kitchen: Blue Chair (2 of 8)

Kitchen: Blue Chair (3 of 8)

Kitchen: Blue Chair (4 of 8)

Kitchen: Blue Chair (5 of 8)

Kitchen: Blue Chair (6 of 8)

Kitchen: Blue Chair (7 of 8)

Kitchen: Blue Chair (8 of 8)

Work Room : Table 60x27 (5 of 8)

Work Room : Table 60x27 (6 of 8)

Work Room : Table 60x27 (7 of 8)

Work Room : Table 60x27 (8 of 8)

Work Room : Task Chair (1 of 8)

Work Room : Task Chair (2 of 8)

Work Room : Task Chair (3 of 8)

Work Room : Task Chair (4 of 8)

Work Room : Task Chair (5 of 8)

Work Room : Task Chair (6 of 8)

Work Room : Task Chair (7 of 8)

Work Room : Task Chair (8 of 8)

Desk with Return

Lateral File

Lateral File

Desk with Return

Desk with Return

Credenza

Lateral File

Bookcase

Desk Chair

Desk Chair

Desk Chair

Side Chair

Side Chair

Side Chair

Side Chair

Side Chair

Side Chair

Side Chair

Side Chair

Lateral File

Lateral File

Andy Full Back Chair

Samsung 40” TV

Cisco Phone System

Large Conf Room : Low Voltage Grommets

Large Conf Room : Low Voltage Grommets

Large Conf Room : 60” Television

Small Conf Room : Low Voltage Grommets

Conference Room Buildout Seattle

Seattle Conference Room

Seattle Conference Room

Conference Room

Buildout

Low Voltage Wiring