{"id":41931,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/lease-amendment-commercial-real-estate-linkedin-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"lease-amendment-commercial-real-estate-linkedin-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/lease-amendment-commercial-real-estate-linkedin-corp.html","title":{"rendered":"Lease Amendment – Commercial Real Estate – LinkedIn Corp."},"content":{"rendered":"

SIXTH AMENDMENT TO LEASE<\/u><\/strong><\/p>\n

This SIXTH AMENDMENT TO LEASE (“Amendment<\/strong>“) is made and
\nentered into as of October 25, 2011 (the “Reference Date<\/strong>“), by
\nand between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company
\n(“Landlord<\/strong>“), and LINKEDIN CORPORATION a Delaware corporation
\n(“Tenant<\/strong>“).<\/p>\n

R<\/u> E<\/u> C<\/u> I<\/u> T<\/u> A<\/u> L<\/u>
\nS<\/u> :<\/p>\n

A. Landlord and Tenant are parties to that certain Lease dated as of March
\n20, 2007 (the “Original Lease<\/strong>“), as amended by (i) a First
\nAmendment to Lease dated September 28, 2007 (the “First
\nAmendment<\/strong>“), (ii) a Second Amendment to Lease dated June 25, 2008 (the
\n“Second Amendment<\/strong>“), (iii) a Third Amendment to Lease dated
\nDecember 18, 2009 (the “Third Amendment<\/strong>“), (iv) a Fourth
\nAmendment to Lease dated March 3, 2010 (the “Fourth
\nAmendment<\/strong>“), and (v) a Fifth Amendment to Lease dated December 17, 2010
\n(the “Fifth Amendment<\/strong>“) (the Original Lease and the five (5)
\namendments shall be referred to herein collectively as the
\n“Lease<\/strong>“), pertaining to the Britannia Shoreline Technology Park
\nin Mountain View, California (the “Project<\/strong>“).<\/p>\n

B. Pursuant to the Lease Tenant leases certain premises currently containing
\napproximately 144,843 rentable square feet of space (all of such space,
\ncollectively, the “Existing Premises<\/strong>“), currently consisting of
\nthe following:<\/p>\n

(i) approximately 40,004 rentable square feet of space constituting the
\nentire building located at 2025 Stierlin Court (the “2025
\nBuilding<\/strong>“),<\/p>\n

(ii) approximately 35,921 rentable square feet of space constituting the
\nentire building located at 2027 Stierlin Court (the “2027
\nBuilding<\/strong>“), and<\/p>\n

(iii) approximately 68,918 rentable square feet of space in the building
\nlocated at 2029 Stierlin Court (the “2029 Building<\/strong>“).<\/p>\n

C. Tenant also subleases, pursuant to a sublease dated February 18, 2010
\n(“LinkedIn Sublease<\/strong>“) with Microsemi Corporation
\n(“Microsemi<\/strong>“), successor in interest to Actel Corporation,
\ncertain premises containing approximately 44,930 rentable square feet of space
\nlocated primarily on the second floor of a building in the Project located at
\n2051 Stierlin Court (the “2051 Building<\/strong>“), but including the
\nlobby area on the southeast side of the first floor of the 2051 Building, the
\nstairwell located on the east side of the 2051 Building and the stairwell
\nlocated on the west side of the 2051 Building.<\/p>\n

D. Tenant desires to further expand the Existing Premises by the addition of:\n<\/p>\n

(i) two (2) existing buildings in the Project, the first being the entirety
\nof the 2051 Building (containing approximately 92,256 rentable square feet of
\nspace), and the second being the entirety of the existing building in the
\nProject located at 2061 Stierlin Court (containing approximately 66,096 rentable
\nsquare feet of space) (the total 158,352 rentable square feet in such two (2)
\nbuildings hereinafter collectively, the “Expansion Premises<\/strong>“),
\nwhich Expansion Premises is currently leased to Microsemi pursuant to a lease
\ndated as of February 7, 2003 (the “Microsemi Lease<\/strong>“), and<\/p>\n

\n

(ii) all of a new building to be constructed by Landlord at 2019 Stierlin
\nCourt, which will contain approximately 70,000 rentable square feet of space
\n(the “New Building Premises<\/strong>“).<\/p>\n

E. Landlord and Tenant desire to provide for the addition of the Expansion
\nPremises to the Existing Premises upon the termination of the Microsemi Lease
\nand the LinkedIn Sublease, to provide for the addition of the New Building
\nPremises to the Existing Premises, and to make other modifications to the Lease,
\nand in connection therewith, Landlord and Tenant desire to amend the Lease as
\nhereinafter provided.<\/p>\n

A<\/u> G<\/u> R<\/u> E<\/u> E<\/u> M<\/u> E<\/u>
\nN<\/u> T<\/u> :<\/p>\n

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
\ncovenants contained herein, and for other good and valuable consideration, the
\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto
\nhereby agree as follows:<\/p>\n

1. Capitalized Terms<\/u><\/strong>. All capitalized terms when used
\nherein shall have the same meaning as is given such terms in the Lease unless
\nexpressly superseded by the terms of this Amendment.<\/p>\n

2. Modification of Premises<\/u><\/strong>.<\/p>\n

2.1. Expansion Premises<\/u><\/strong>. Subject to the provisions of
\nSection 18 below, effective as of January 1, 2012 (the “Expansion
\nCommencement Date<\/strong>“) Landlord shall deliver and lease the Expansion
\nPremises to Tenant, and Tenant shall lease the Expansion Premises from Landlord.
\nEffective as of such date the Existing Premises, together with the Expansion
\nPremises, shall be the “Premises<\/strong>” under the Lease and shall
\ncontain approximately 303,195 rentable square feet. Landlord acknowledges and
\nagrees that, commencing on the Expansion Commencement Date, Tenant intends to
\nsublease (pursuant to that certain “Temporary Space Sublease<\/strong>“)
\na portion of the Expansion Premises back to Microsemi so that Microsemi may
\nvacate the Expansion Premises in phases. Concurrently herewith, Landlord, Tenant
\nand Microsemi have entered into that certain Consent of Master Landlord to
\nSublease pursuant to which Landlord has consented to the Temporary Space
\nSublease.<\/p>\n

2.2. New Building Premises<\/u><\/strong>. Effective as of the date
\n(the “New Building Commencement Date<\/strong>“) that the New Building
\nPremises are delivered to Tenant with the Tenant Improvements (as defined in the
\nWorkletter attached hereto as Exhibit B<\/u><\/strong>) substantially
\ncomplete (provided that in any event the New Building Commencement Date shall
\nnot be later than the date that is one hundred forty (140) days after the
\nsubstantial completion of the Warm Shell Work, subject to Landlord Delays and
\nUnavoidable Delays, all as defined in the Workletter), Tenant shall lease from
\nLandlord and Landlord shall lease to Tenant the New Building Premises. The
\nperiod of time commencing on the New Building Commencement Date and ending on
\nthe New Expiration Date (as defined below) is referred to herein as the
\n“New Building Term<\/strong>“. Effective as of the New Building
\nCommencement Date, the Existing Premises, together with the Expansion Premises
\nand New Building Premises shall be the “Premises<\/strong>” under the
\nLease, and shall contain approximately 373,195 rentable square feet.
\nNotwithstanding the foregoing, following the substantial completion of the Warm
\nShell Work and the Landlord TI Work, Landlord shall cause its architect to
\ncertify the actual rentable square footage of the New Building Premises,
\ncalculated on the basis of the measurement standard utilized by Landlord within
\nits office and research and development real estate portfolio, and, to the
\nextent the square footage is different than that set forth in Recital B, all
\napplicable amounts set forth in this Amendment that are based on the square
\nfootage of the New Building Premises (including, without limitation, the minimum
\nmonthly rental applicable to the New Building Premises, the Center-Wide Share,
\nthe Improvement Allowance, and the New Building Security Deposit) shall be
\nappropriately adjusted.<\/p>\n

-2-<\/p>\n

\n

3. Lease Term<\/u><\/strong>. The term of Tenant153s Lease is
\ncurrently scheduled to expire on April 30, 2015. Notwithstanding the foregoing,
\nthe term of Tenant153s Lease, with respect to the Existing Premises, the Expansion
\nPremises and the New Building Premises, is hereby extended to, and shall expire
\non, the date (the “New Expiration Date<\/strong>“) that is ten (10) years
\nafter the New Building Commencement Date. The period of time commencing on the
\nExpansion Commencement Date and terminating on the New Expiration Date shall be
\nreferred to herein as the “Extended Term<\/strong>.”<\/p>\n

4. Minimum Rental<\/u><\/strong>.<\/p>\n

4.1. Existing Premises<\/u><\/strong>. Tenant shall continue to pay
\nminimum monthly rental for the Existing Premises in accordance with the terms of
\nthe Lease.<\/p>\n

4.2. Existing Premises and Expansion Premises<\/u><\/strong>.
\nCommencing on the Expansion Commencement Date and continuing throughout the
\nExtended Term, Tenant shall pay to Landlord minimum monthly rental for the
\nExisting Premises and Expansion Premises, containing approximately 303,195
\nrentable square feet in the aggregate, as follows:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Calendar Year<\/p>\n<\/td>\n

<\/td>\n\n

Monthly
\nMinimum Rental<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Minimum Monthly
\nRent per RSF<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

803,466.75<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2.6500<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

831,603.25<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2.7428<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2014<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

860,679.65<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2.8387<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2015<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

890,817.23<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2.9381<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2016<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

921,985.68<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.0409<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2017<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

954,275.94<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.1474<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2018<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

987,657.71<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.2575<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2019<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,022,221.94<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.3715<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2020<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,057,998.95<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.4895<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2021<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,095,049.38<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.6117<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2022<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,133,373.23<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.7381<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2023<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,173,031.14<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.8689<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On or before the Expansion Commencement Date, Tenant shall pay to Landlord
\nthe minimum monthly rental payable for the Expansion Premises for the first full
\nmonth of the Expansion Term.<\/p>\n

-3-<\/p>\n

\n

4.3. New Building Premises<\/u><\/strong>. Commencing on the New
\nBuilding Commencement Date, and continuing throughout the New Building Term,
\nTenant shall pay to Landlord minimum monthly rental for the New Building
\nPremises in accordance with the following chart. As used therein, the term “Year
\nof New Building Term” shall mean each consecutive twelve (12) month period
\ncommencing on the New Building Commencement Date.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Year of<\/p>\n

New Building Term<\/p>\n<\/td>\n

<\/td>\n\n

Monthly
\nMinimum Rental<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Minimum Monthly
\nRent per RSF<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

252,000.00<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.6000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

260,820.00<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.7260<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

269,948.70<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.8564<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

279,396.18<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.9914<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

289,176.93<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.1311<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

299,298.20<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.2757<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

309,774.00<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.4253<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

320,612.98<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.5802<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

331,835.49<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.7405<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

10<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

343,449.22<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4.9064<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5. Tenant153s Operating Cost Share<\/u><\/strong>. Effective as of the
\nExpansion Premises Commencement Date, and continuing through the Expansion Term,
\nTenant153s Operating Cost Share under the Lease shall be amended to be the
\nfollowing amounts: (i) in the case of Operating Expenses that are reasonably
\nallocable solely to any Building, including the New Building, one hundred
\npercent (100%) of such Operating Expenses (as after the Expansion Premises
\nCommencement Date Tenant will be leasing 100% of each Building it occupies), and
\n(ii) after the Expansion Premises Commencement Date (but prior to the New
\nBuilding Commencement Date) in the case of Operating Expenses that are
\ndetermined and allocated on a Center-wide basis, forty-one and ninety-five
\none-hundredths percent (41.95%) of such Operating Expenses (the
\n“Center-Wide Share<\/strong>“). Following the New Building Commencement
\nDate, the Center-Wide Share shall be appropriately amended based on the finally
\ndetermined square footage of the New Building Premises.<\/p>\n

6. Improvements<\/u><\/strong>.<\/p>\n

6.1. Existing Premises and Expansion Premises
\nImprovements<\/u><\/strong>. Landlord hereby grants Tenant an improvement
\nallowance in the amount of $10.00 per rentable square foot of the Existing
\nPremises and the Expansion Premises (i.e., $3,031,950.00) (the
\n“Improvement Allowance<\/strong>“) to be used by Tenant in connection
\nwith the construction of improvements or alterations in the Existing Premises
\nand Expansion Premises (the “Improvements<\/strong>“), with the
\nImprovement Allowance allocable between the Existing and Expansion Premises in
\nTenant153s sole discretion. Upon expiration or termination of the Lease, as it may
\nbe extended, Tenant shall not be required to remove any Improvements to the
\nExisting Premises and\/or the Expansion Premises to which Landlord has consented.
\nNotwithstanding the<\/p>\n

-4-<\/p>\n

\n

foregoing, however, upon the expiration or termination of the Lease, as it
\nmay be extended, Tenant shall at Tenant153s expense remove all cabling installed
\nin any portion of the Existing Premises, the Expansion Premises and the New
\nBuilding Premises, except to the extent Landlord in its discretion agrees in
\nwriting at the time of such expiration or termination that all or any specified
\nportion of such cabling may be left in place.<\/p>\n

6.2. Disbursement of Improvement Allowance<\/u><\/strong>. Landlord
\nshall disburse the Improvement Allowance to Tenant in connection with the
\nconstruction and completion of the Improvements, and in accordance with
\nLandlord153s reasonable and customary disbursement procedures, as set forth
\nherein. The funding of the Improvement Allowance shall be made on a monthly
\nbasis or at other convenient intervals mutually approved by Landlord and Tenant,
\nand in all other respects shall be based on such commercially reasonable
\ndisbursement conditions and procedures as Landlord reasonably may prescribe
\n(which conditions may include, without limitation, delivery of invoices,
\narchitect153s certificates and\/or other evidence reasonably satisfactory to
\nLandlord that expenses have been incurred for the design and construction of
\nalterations and improvements to the Existing Premises and\/or Expansion Premises,
\nand delivery of conditional or unconditional lien releases from all parties
\nperforming the actual work). Notwithstanding the foregoing, any amount of the
\nImprovement Allowance that has not been allocated or disbursed on or before
\nDecember 31, 2012, shall revert to Landlord and Tenant shall have no further
\nrights thereto. Landlord shall not charge a supervisory or construction
\nmanagement fee relating to the Improvements, but Landlord shall be permitted to
\nrecover from Tenant or deduct from the Improvement Allowance Landlord153s actual
\nout-of-pocket fees paid by Landlord to third party consultants or service
\nproviders (including third party project managers) which Landlord determines
\nreasonably necessary to facilitate its review and approval of the Improvements.
\nThe Improvement Allowance shall not be used by Tenant for moving or relocation
\nexpenses, furniture, fixtures or other personal property, or for exterior
\nimprovements or signage. Except as specifically set forth in this Section
\n6<\/u>, Landlord shall not be obligated to provide or pay for any improvement
\nwork or services related to the improvement of the Existing Premises or the
\nExpansion Premises pursuant to this Amendment.<\/p>\n

6.3. Delivery; “As-Is”<\/u><\/strong>. Tenant shall accept the
\nExpansion Premises from Landlord on the Expansion Commencement Date in its then
\nexisting, “as-is” condition, and, other than the Improvement Allowance and
\nexcept as set forth in this Section 6.3<\/u>, Landlord shall have no
\nobligation to pay for or make any improvements to the Expansion Premises
\n(subject, however, to Landlord153s obligations for maintenance and repair as set
\nforth in the Lease). Landlord hereby represents and warrants to Tenant that in
\nconnection with the termination of the Microsemi Lease, Microsemi is required to
\nsurrender the Expansion Premises to Landlord clear of all hazardous materials,
\nand with Microsemi153s hazardous materials closure plan approved and signed of on
\nby all applicable governmental agencies.<\/p>\n

6.3.1 Condition of Expansion Premises<\/u><\/strong>. Within thirty
\n(30) days after the Expansion Commencement Date, Landlord, at no cost to Tenant,
\nshall cause (i) the roof, roof membrane, foundations, structural elements and
\nwindows of the Expansion Premises, and (ii) the sprinkler and fire\/life safety
\nsystems serving the Expansion Premises to be in good working condition.
\nThereafter, the repair and maintenance obligations of the respective parties
\nwith respect to the Expansion Premises shall be governed by the applicable
\nprovisions of the Lease, except that Tenant shall have until ninety (90) days
\nafter the Expansion Commencement Date to ascertain that all such elements and
\nsystems were in good working condition as of the date that was thirty (30) days
\nafter the Expansion Commencement Date, and to notify Landlord in writing of any
\nrespects in which such elements and systems were not in the required condition,
\nin which event Landlord, at no cost to Tenant, shall be responsible for any
\nmaintenance, repair or replacement (as reasonably and mutually determined by
\nLandlord and Tenant) necessary to put the applicable systems in the required
\ncondition. Landlord shall provide Tenant with any physical inspection reports in
\nLandlord153s possession covering the Expansion Premises, including any such
\nreports pertaining to the roof and\/or mechanical (HVAC) systems. Except as
\notherwise specifically provided in this Amendment, Tenant shall be solely
\nresponsible, at Tenant153s own expense, for any and all tenant improvements and
\nalterations required by Tenant for its occupancy and use of the Expansion
\nPremises.<\/p>\n

-5-<\/p>\n

\n

6.3.2 “Tenant Improvements”<\/u><\/strong>. Solely for purposes of
\napplying the insurance provisions in Section 10.1 of the Original Lease
\n(specifically including, but not limited to, Section 10.1(e) and (f) and the
\nfinal sentence of Section 10.1(d)), from and after the Expansion Commencement
\nDate (i) the terms “Tenant Improvements” and “Tenant Improvements constructed by
\nTenant pursuant to the Workletter” as used in such Section 10.1 shall be
\nconstrued to include any alterations, additions or improvements constructed in
\nthe Expansion Premises by Tenant pursuant to this Amendment, and (ii) the term
\n“Tenant Improvement Allowance” as used therein shall be construed to include the
\nImprovement Allowance. In addition, Tenant153s contractors and subcontractors (in
\nconnection with work contracted directly by Tenant and not by Landlord) shall be
\nrequired to carry (1) Commercial General Liability Insurance in an amount not
\nless than $1,000,000 per occurrence and otherwise in accordance with the
\nrequirements of Article 10 of this Lease and such commercial general liability
\ninsurance shall name Landlord as an additional insured, and (2) Workers
\ncompensation.<\/p>\n

6.4. New Building Improvements<\/u><\/strong>. Landlord shall
\nconstruct the New Building and the Tenant Improvements in the New Building in
\naccordance with the terms set forth in the Workletter attached hereto as
\nExhibit B<\/u><\/strong>. Tenant shall be permitted to use the New
\nBuilding for all uses permitted by Section 9 of the Original Lease.<\/p>\n

6.5. Tenant153s Maintenance and Repair Obligations<\/u><\/strong>. For
\navoidance of doubt, Tenant shall be responsible for the maintenance and repair
\nof the mechanical, electrical and plumbing systems serving the entire Premises
\n(i.e., the Existing Premises, the Expansion Premises and the New Building
\nPremises), as they are constituted from time to time during the Term, as
\nextended.<\/p>\n

7. Option to Extend<\/u><\/strong>. Section 4<\/u> of the Third
\nAmendment, as modified by the terms of this Section 7<\/u>, shall be
\napplicable to the entire Premises (i.e., the Existing Premises, Expansion
\nPremises, and New Building Premises, without any right to extend the Term as to
\nless than the entire Premises as then constituted).<\/p>\n

7.1. Section 4(b)<\/u> of the Third Amendment is hereby amended to provide
\nthat Tenant shall have two (2) options to further extend the term of the Lease
\nfor a period of five (5) years each, and the terms “Extended Term”, “Second
\nExtended Term”, and “Extended Term Expiration Date” shall be deemed to refer to
\nthe then applicable term of the Lease or prior term or option term, as the case
\nmay be. All other terms of the Lease relating to Tenant153s right to extend the
\nterm of the Lease (including, without limitation, Section 7 of the Fifth
\nAmendment) are superseded by this Section 7<\/u>.<\/p>\n

7.2. The first sentence of Section 4(c)<\/u> of the Third Amendment is
\nhereby deleted and replaced by the following: “If Tenant properly exercises its
\noption to extend the term of this Lease for the Second Extended Term pursuant to
\nparagraph (b) above, then the initial monthly minimum rental for the Premises
\nduring the Second Extended Term shall be equal to the greater of (i) 103.5% of
\nthe average monthly minimum rental applicable to the Premises immediately prior
\nto the expiration of the prior term of the Lease, and (ii) the fair market
\nrental (as defined below) for the Premises, determined as of the commencement of
\nthe Second Extended Term in accordance with this paragraph; minimum monthly
\nrental shall thereafter increase on each anniversary of the commencement of the
\ninitial option term to equal 103.5% of the prior year153s minimum monthly rental.\n<\/p>\n

8. Brokers<\/u><\/strong>. Landlord and Tenant hereby warrant to
\neach other that they have had no dealings with any real estate broker or agent
\nin connection with the negotiation of this Amendment other than CB Richard Ellis
\nand Cornish & Carey Commercial Newmark Knight Frank (the
\n“Brokers<\/strong>“), and<\/p>\n

-6-<\/p>\n

\n

that they know of no other real estate broker or agent who is entitled to a
\ncommission in connection with this Amendment. Each party agrees to indemnify and
\ndefend the other party against and hold the other party harmless from any and
\nall claims, demands, losses, liabilities, lawsuits, judgments, and costs and
\nexpenses (including, without limitation, reasonable attorneys153 fees) with
\nrespect to any leasing commission or equivalent compensation alleged to be owing
\non account of the indemnifying party153s dealings with any real estate broker or
\nagent, other than the Brokers. Landlord shall be responsible for payment of any
\nbrokerage commission due in connection with the Existing Premises, the Expansion
\nPremises and the New Building as set forth in a separate agreement or
\nagreements. The terms of this Section 8 <\/u>shall survive the expiration or
\nearlier termination of this Amendment.<\/p>\n

9. Security Deposit<\/u><\/strong>. In connection with Tenant153s
\nlease of the New Building Premises, the security deposit held by Landlord under
\nthe Lease shall be increased by an amount equal to two (2) months of minimum
\nmonthly rental payable with respect to the last two (2) months of the Extended
\nTerm (i.e., $686,898.41 based on the estimated 70,000 rentable square feet in
\nthe New Building Premises) (the “New Building Security
\nDeposit<\/strong>“).<\/p>\n

10. Parking<\/u><\/strong>. Tenant153s rights to use the unreserved
\nsurface parking areas in the Common Areas, as provided in Section 17.20<\/u>
\nof the Original Lease, shall be increased as of the Expansion Premises
\nCommencement Date to include 3.0 automobile parking stalls per 1,000 rentable
\nsquare feet of the Expansion Premises. Tenant153s right to use the unreserved
\nsurface parking areas in the Common Areas also shall be increased as of the New
\nBuilding Commencement Date to include an additional 210 stalls in connection
\nwith the New Building. Commencing (i) on the Expansion Commencement Date, Tenant
\nshall have the right throughout the remainder of the Term, as extended, to
\ndesignate up to ten (10) parking spaces for Tenant153s visitor parking for the
\nExpansion Premises, and (ii) on the New Building Commencement Date, Tenant shall
\nhave the right through the remainder of the Term, as extended, to designate up
\nto five (5) parking spaces for Tenant153s visitor parking for the New Building
\nPremises, which designated spaces shall be located as mutually agreed upon by
\nLandlord and Tenant, and may be changed by Tenant from time to time (at Tenant153s
\nexpense for any restriping or re-designation of spaces). As provided in Section
\n17.20 of the Original Lease, there shall be no cost or charge to Tenant for the
\nnonexclusive use of parking spaces in the Center by Tenant and its employees and
\ninvitees.<\/p>\n

11. Transportation Management<\/u><\/strong>. Tenant shall fully
\ncomply with all present or future programs mandated by the City of Mountain View
\nintended to manage parking, transportation or traffic in and around the Project
\nand\/or the Building, and in connection therewith, Tenant shall take responsible
\naction for the transportation planning and management of all employees located
\nat the Premises by working directly with Landlord, any governmental
\ntransportation management organization or any other transportation-related
\ncommittees or entities. Such programs may include, without limitation: (i)
\nrestrictions on the number of peak-hour vehicle trips generated by Tenant; (ii)
\nincreased vehicle occupancy; (iii) implementation of an in-house ridesharing
\nprogram and an employee transportation coordinator; (iv) working with employees
\nand any Project, Building or area-wide ridesharing program manager; (v)
\ninstituting employer-sponsored incentives (financial or in-kind) to encourage
\nemployees to rideshare; and (vi) utilizing flexible work shifts for employees.\n<\/p>\n

12. New Building Confirmations<\/u><\/strong>. At any time following
\nthe New Building Commencement Date, Landlord may deliver to Tenant a notice in
\nthe form as set forth in Exhibit C<\/u><\/strong>, attached hereto, as
\na confirmation only of the information set forth therein, which Tenant shall
\nexecute and return to Landlord within ten (10) days after receipt.<\/p>\n

13. Applicability of Certain Provisions<\/u><\/strong>. For
\navoidance of doubt, the provisions of Sections 9 and 15 of the Third Amendment
\nhereby are made applicable to the Expansion Premises and the New Building
\nPremises, including, without limitation, the provisions of Section 9(e) thereof.\n<\/p>\n

-7-<\/p>\n

\n

14. Signage<\/u><\/strong>. In connection with Tenant153s improvement
\nand occupancy of the Expansion Premises and the New Building Premises, Tenant
\nshall have the right to install building signage (including building “eyebrow”
\nsignage) and additional monument signage substantially consistent with the size,
\nquality and nature of existing signage on buildings occupied by Tenant, subject
\nto (i) Landlord153s prior approval as to location, size, design and composition of
\nsuch signage (which approval shall not be unreasonably withheld, conditioned or
\ndelayed), (ii) Landlord153s established sign criteria or signage program for the
\nCenter, consistent with other tenant signage programs in the Center, (iii) all
\nrestrictions and requirements imposed by applicable law and\/or by applicable
\ngovernmental authorities, and (iv) any additional restrictions and requirements
\nset forth in the Lease regarding signage. All signage costs (including, without
\nlimitation, costs of installation, maintenance, removal and restoration) shall
\nbe at Tenant153s sole expense, and Tenant shall be solely responsible for
\nobtaining (at Tenant153s sole expense) all necessary governmental approvals and
\npermits in connection with Tenant153s signage requests.<\/p>\n

15. Environmental Conditions<\/u><\/strong>. Not later than thirty
\n(30) days after the Reference Date, Landlord shall provide to Tenant copies of
\nall third-party studies and reports, if any, in Landlord153s possession regarding
\nthe environmental condition of the Expansion Premises and that portion of the
\nProject upon which the New Building shall be constructed, as set forth in
\nSection 9.6(b)(xi) of the Original Lease. If Landlord does not have in its
\npossession studies or reports for the Expansion Premises or that portion of the
\nProject upon which the New Building will be constructed, Landlord shall so
\nnotify Tenant in writing within such thirty (30)- day period. Landlord
\nacknowledges that its indemnification obligations under Section 9.6(c) of the
\nOriginal Lease shall be effective (i) with respect to the Expansion Premises
\nfrom and after the Expansion Commencement Date (but shall be inapplicable to
\nmatters arising as a result of Tenant153s actions in the Expansion Premises during
\nthe term of the LinkedIn Sublease); and (ii) with respect to New Building and
\nthat portion of the Project upon which the New Building will be constructed from
\nand after the New Building Commencement Date.<\/p>\n

16. Absence of Certain Encumbrances<\/u>.<\/strong> Reaffirming and
\nupdating the representation contained in the final sentence of Section 15.1 of
\nthe Original Lease, Landlord represents and warrants to Tenant that as of the
\nReference Date, neither the Premises nor the Center nor the Expansion Premises
\nnor that portion of the Project upon which the New Building will be constructed
\nis subject to any existing ground lease, mortgage, deed of trust, sale\/leaseback
\ntransaction or any other hypothecation for security.<\/p>\n

17. Damage and Destruction<\/u><\/strong>. From and after the
\nReference Date, the provisions of Section 13.1(a) of the Original Lease hereby
\nis revised to state in its entirety as follows:<\/p>\n

(a) If the Premises or any portion of the Building or Common Areas of the
\nCenter reasonably necessary for Tenant153s access to or use and occupancy of the
\nPremises is damaged or destroyed in whole or in any substantial part during the
\nterm of this Lease, Landlord shall obtain from Landlord153s architect, as soon as
\npracticable (and in all events within forty-five (45) days) following the damage
\nor destruction, (i) the architect153s reasonable, good faith estimate of the time
\nwithin which repair and restoration of the Premises, Building and Common Areas
\n(if applicable) can reasonably be expected to be completed to the extent
\nnecessary to enable Tenant to resume its full business operations in the
\nPremises without material impairment, and (ii) the architect153s reasonable, good
\nfaith opinion as to whether repair and restoration to that extent will be
\npermitted under applicable governmental laws, regulations and building codes
\nthen in effect (collectively, the “Architect153s Estimate”). If the damage or
\ndestruction materially impairs Tenant153s ability to conduct its business
\noperations in the Premises, and if either (A) the estimated repair time
\nspecified in the Architect153s Estimate exceeds nine (9) months (or, in the case
\nof an occurrence during the final year of the term of this Lease, ninety (90)
\ndays), or (B) the Architect153s Estimate states that repair and restoration of the
\naffected areas to the extent necessary to enable Tenant to resume its full
\nbusiness operations in the Premises without material impairment will not<\/p>\n

-8-<\/p>\n

\n

be permitted under applicable governmental laws, regulations and building
\ncodes then in effect, then in either such event either Landlord or Tenant may
\nterminate this Lease as of the date of the occurrence by giving written notice
\nto the other party within thirty (30) days after the date of the occurrence or
\nfifteen (15) days after delivery of the Architect153s Estimate, whichever is
\nlater. In addition, Landlord shall have a similar termination right if the
\ndamage or destruction arises from a risk that is not required to be insured
\nagainst (and is not actually insured against) by Landlord under this Lease and
\nif Landlord153s architect reasonably estimates that the uninsured cost to restore
\nthe portions of the Premises and Building for which Landlord is responsible to
\nthe condition required above would exceed five percent (5%) of the then
\napplicable replacement cost of the entire Premises; provided, however, that if,
\nwithin thirty (30) days after the date of Landlord153s election to terminate,
\nTenant elects by written notice to Landlord to pay the cost of the restoration
\nin excess of the five percent (5%) cap and provides Landlord with reasonable
\nevidence of its ability to do so, Landlord153s termination election shall be
\ndeemed rescinded, the parties shall proceed as otherwise provided in this
\nparagraph and this Lease shall continue in full force and effect. If the
\ncircumstances creating a termination right under the parties preceding two
\nsentences do not exist, or if such circumstances exist but neither party timely
\nexercises any applicable termination right, then this Lease shall remain in full
\nforce and effect and (x) Landlord, as to the Common Areas of the Center and as
\nto the shell of the Building and the alterations, additions and improvements
\nthat Landlord is required to insure under Section 10.1(d) above, and (y) Tenant,
\nas to the alterations, additions and improvements that Tenant is required to
\ninsure under Section 10.1 (e) above, shall respectively commence and complete,
\nwith all due diligence and as promptly as is reasonably practicable under the
\nconditions then existing, the repair and restoration of such respective portions
\nof the Property and Premises to a condition substantially comparable to that
\nwhich existed immediately prior to the damage or destruction; provided, however,
\nthat Tenant in its discretion may elect not to repair, rebuild or replace any or
\nall of the items which would otherwise be Tenant153s responsibility under clause
\n(y) of this sentence to the extent such items were constructed or installed at
\nTenant153s sole expense and without any use of funds from the Tenant Improvement
\nAllowance. Notwithstanding anything to the contrary contained in the foregoing
\nprovisions of this paragraph, if Landlord is required to repair and restore any
\npart of the Premises, Building and\/or Common Areas pursuant to this paragraph
\n(a) and such repair and restoration has not been substantially completed (i.e.,
\ncompleted to the extent necessary to enable Tenant to resume its full business
\noperations in the Premises without material impairment) within one (1) year
\nafter the date of the casualty or other event requiring such repair or
\nrestoration, then Tenant in its discretion may (but shall not be obligated to)
\nterminate this Lease by giving written notice of such termination to Landlord at
\nany time after expiration of such one- year period and prior to Landlord153s
\nsubstantial completion of the required repair or restoration; provided, however,
\nthat such termination shall not be effective if Landlord thereafter
\nsubstantially completes such repair and restoration within thirty (30) days
\nafter receipt of Tenant153s notice of termination.<\/p>\n

18. Conditions Precedent<\/u><\/strong>. This Amendment is
\nconditioned upon the execution and delivery by the proper parties thereto of (i)
\na written agreement terminating the Microsemi Lease (“Microsemi Lease
\nTermination Agreement<\/strong>“); (ii) a written agreement terminating the
\nLinkedIn Sublease (including Landlord153s written consent thereto
\n(“LinkedIn Sublease Termination Agreement<\/strong>“), and (iii) the
\nTemporary Space Sublease (collectively the “Related
\nAgreements<\/strong>“). If, for any reason whatsoever, each of the Related
\nAgreements is not fully executed and delivered by all parties by December 31,
\n2011, then this Amendment with respect to both<\/em> the Expansion Premises
\nand the New Building Premises shall be deemed null and void and of no further
\nforce and effect, and the Existing Lease shall remain unmodified and in full
\nforce and effect.<\/p>\n

-9-<\/p>\n

\n

19. Notices<\/u><\/strong>. Notwithstanding any contrary provision
\nof the Lease, as hereby amended, as of the date of this Amendment, any notices
\nto Landlord must be sent, transmitted or delivered, as the case may be, to the
\nfollowing addresses:<\/p>\n

BRITANNIA HACIENDA VIII, LLC<\/p>\n

c\/o HCP, Inc.<\/p>\n

3760 Kilroy Airport Way, Suite 300<\/p>\n

Long Beach, CA 90806-2473<\/p>\n

Attention: Legal Department<\/p>\n

with a copy to:<\/p>\n

HCP Life Science Estates<\/p>\n

400 Oyster Point boulevard, Suite 409<\/p>\n

South San Francisco, CA 94080<\/p>\n

Attn: Jon Bergschneider<\/p>\n

and with courtesy copies to:<\/p>\n

Allen Matkins Leck Gamble Mallory & Natsis LLP<\/p>\n

1901 Avenue of the Stars, Suite 1800<\/p>\n

Los Angeles, California 90067<\/p>\n

Attention: Anton N. Natsis, Esq.<\/p>\n

20. Execution and Delivery<\/u><\/strong>. This Amendment may be
\nexecuted in one or more counterparts and by separate parties on separate
\ncounterparts, effective when each party has executed at least one such
\ncounterpart or separate counterpart, but each such counterpart shall constitute
\nan original and all such counterparts together shall constitute one and the same
\ninstrument. Signatures transmitted by facsimile or by electronic mail in PDF
\nformat shall be binding upon the party transmitting same and shall have the same
\neffect as original signatures, provided that such party thereafter delivers
\ncorresponding original signatures to the receiving party within five (5)
\nbusiness days after such initial transmission of signatures by facsimile or
\nelectronic mail.<\/p>\n

21. No Further Modification<\/u><\/strong>. Except as set forth in
\nthis Amendment, all of the terms and provisions of the Lease shall apply with
\nrespect to the Expansion Premises and the New Building Premises and shall remain
\nunmodified and in full force and effect.<\/p>\n

-10-<\/p>\n

\n

IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
\nfirst above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“LANDLORD”<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

“TENANT”<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BRITANNIA HACIENDA VIII LLC,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

LINKEDIN CORPORATION,<\/p>\n<\/td>\n<\/tr>\n

\n

a Delaware limited liability company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

a Delaware corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By: HCP Estates USA Inc.,<\/p>\n<\/td>\n

<\/td>\n\n

By: \/s\/ Jeff Weiner <\/u><\/p>\n<\/td>\n<\/tr>\n

\n

a Delaware corporation<\/p>\n<\/td>\n

<\/td>\n\n

Name: Jeff Weiner<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: CEO<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By: \/s\/ Jonathan M. Bergschneider<\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Jonathan M. Bergschneider<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Executive Vice President<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-11-<\/p>\n

\n

EXHIBIT A<\/u><\/strong><\/p>\n

OUTLINE OF EXPANSION PREMISES<\/u><\/strong><\/p>\n

<\/u><\/strong> <\/u><\/p>\n

<\/u><\/p>\n

[image omitted by Findlaw]<\/u><\/strong><\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

EXHIBIT B <\/u><\/strong><\/p>\n

<\/u><\/p>\n

NEW BUILDING PREMISES WORKLETTER <\/u><\/strong><\/p>\n

<\/u><\/p>\n

This Workletter (“Workletter”) constitutes part of the Sixth Amendment to
\nLease dated as of October , 2011 (the “Amendment”) between BRITANNIA HACIENDA
\nVIII LLC, a Delaware limited liability company (“Landlord”), and LINKEDIN
\nCORPORATION a Delaware corporation (“Tenant”). The terms of this Workletter are
\nincorporated in the Amendment for all purposes.<\/p>\n

<\/u><\/p>\n

1. Defined Terms<\/u><\/strong>. As used in this Workletter, the
\nfollowing capitalized terms have the following meanings:<\/p>\n

<\/u><\/p>\n

(a) Approved Plans<\/u><\/strong>: Plans and specifications prepared
\nby Tenant and the applicable Architect (under contract to Landlord) for the
\nTenant Improvements and approved by Landlord and Tenant in accordance with
\nParagraph 2 of this Workletter, subject to further modification from time to
\ntime to the extent provided in and in accordance with such Paragraph 2.<\/p>\n

<\/u><\/p>\n

(b) Architect<\/u><\/strong>: A licensed, qualified architect
\ndesignated by, and contracted with, Landlord and subject to Tenant153s reasonable
\napproval. Landlord hereby approves AP+I as the Architect for the Tenant
\nImprovements. Tenant shall work with Architect in good faith and with all due
\ndiligence as set forth in this Workletter to provide Architect with such
\ninformation and approvals as are required in a timely fashion.<\/p>\n

<\/u><\/p>\n

(c) Building<\/u><\/strong>. The “New Building”, as defined in the
\nAmendment, to be constructed by Landlord pursuant to the terms of this
\nWorkletter.<\/p>\n

<\/u><\/p>\n

(c) Tenant Change Request<\/u><\/strong>: See definition in
\nParagraph 2(c)(ii) hereof.<\/p>\n

<\/u><\/p>\n

(d) Final Working Drawings<\/u><\/strong>: See definition in
\nParagraph 2(a) hereof.<\/p>\n

<\/u><\/p>\n

(e) General Contractor<\/u><\/strong>: A licensed, qualified general
\ncontractor designated by Landlord. Landlord hereby designates Hathaway Dinwiddie
\nConstruction Company as the General Contractor for the Tenant Improvements and
\nfor the Warm Shell Work. Tenant shall have no right to direct or control such
\nGeneral Contractor.<\/p>\n

<\/u><\/p>\n

(f) Contract<\/u><\/strong>: The construction contract to be entered
\ninto between Landlord and the General Contractor as set forth in Section
\n4(d)<\/u>, below.<\/p>\n

<\/u><\/p>\n

(h) Premises<\/u><\/strong>: As used in this Workletter, the term
\n“Premises” shall be deemed to refer only to the “New Building Premises” as
\ndefined in the Amendment.<\/p>\n

<\/u><\/p>\n

(i) Project Manager<\/u><\/strong>: Project Management Advisors,
\nInc., or any other project manager designated by Landlord in its reasonable
\ndiscretion from time to time to act in a supervisory, oversight, project
\nmanagement or other similar capacity on behalf of Landlord in connection with
\nthe design and\/or construction of the Tenant Improvements.<\/p>\n

<\/u><\/p>\n

(j) Punch List Work<\/u><\/strong>: Minor corrections of
\nconstruction or decoration details, and minor mechanical adjustments, that are
\nrequired in order to cause the Warm Shell Work and any applicable portion of the
\nTenant Improvements as constructed to conform to the Approved Plans in all
\nmaterial respects and that do not materially interfere with Tenant153s use or
\noccupancy of the Building and the Property.<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

(k) Schedule<\/u><\/strong>: That certain project timeline setting
\nforth the anticipated dates for approvals and completion of certain items of
\nwork as set forth on Schedule B-1<\/u> attached hereto, which may be modified
\nfrom time to time as reasonably agreed by Landlord and Tenant.<\/p>\n

<\/u><\/p>\n

(l) Substantial Completion Certificate<\/u><\/strong>: See
\ndefinition in Paragraph 3(a) hereof.<\/p>\n

<\/u><\/p>\n

(m) Tenant Delay<\/u><\/strong>: Any of the following types of delay
\nin the completion of construction of Tenant Improvements (but in each instance,
\nonly to the extent that any of the following has actually and proximately caused
\nsubstantial completion of Tenant Improvements to be delayed):<\/p>\n

<\/u><\/p>\n

(i) Any delay resulting from Tenant153s failure to furnish, in a timely manner,
\ninformation reasonably requested by Landlord or by Landlord153s Project Manager in
\nconnection with the design or construction of Tenant Improvements, or from
\nTenant153s failure to approve in a timely manner any matters requiring approval by
\nTenant;<\/p>\n

<\/u><\/p>\n

(ii) Any delay resulting from Tenant Change Requests initiated by Tenant,
\nincluding any delay resulting from the need to revise any drawings or obtain
\nfurther governmental approvals as a result of any such Tenant Change Request;\n<\/p>\n

<\/u><\/p>\n

(iii) Any delay caused by Tenant (or Tenant153s contractors, agents or
\nemployees) materially interfering with the performance of Tenant Improvements,
\nprovided that Landlord shall have given Tenant prompt notice of such material
\ninterference; or<\/p>\n

<\/u><\/p>\n

(iv) Any delay caused by the requirement that the General Contractor install
\nequipment on behalf of Tenant, which equipment is not a part of the Tenant
\nImprovements.<\/p>\n

<\/u><\/p>\n

A Tenant Delay as set forth in items (i), (ii), (iii), and (iv), or as
\notherwise defined in this Workletter, shall not be deemed to have commenced
\nuntil such time as Landlord has delivered written notice to Tenant specifying
\nthe circumstances that constitute a Tenant Delay.<\/p>\n

<\/u><\/p>\n

(n) Tenant Improvements<\/u><\/strong>. The improvements to be
\nconstructed in the Building by Landlord as described more fully in Schedule
\nB-3<\/u>. The term “Tenant Improvements” does not include the Warm Shell Work.
\nThe Tenant Improvements shall be designed and constructed to achieve LEED Gold
\ncertification upon completion.<\/p>\n

<\/u><\/p>\n

(o) Unavoidable Delays<\/u><\/strong>: Delays due to acts of God,
\nacts of public agencies (including delays in the permitting process), labor
\ndisputes, strikes, fires, freight embargoes, inability (despite the exercise of
\ndue diligence) to obtain supplies, materials, fuels or permits, delays due to
\nlocal utility providers, or other causes or contingencies (excluding financial
\ninability) beyond the reasonable control of Landlord or Tenant, as applicable.
\nLandlord and Tenant shall use reasonable efforts to provide each other with
\nprompt notice of any Unavoidable Delays.<\/p>\n

<\/u><\/p>\n

(p) Warm Shell Work<\/u><\/strong>. The construction by Landlord of
\nthe Building foundation, shell and systems as set forth in Section 2a<\/u> of
\nthis Tenant Work Letter, and as described more fully in Schedule B-2<\/u>.\n<\/p>\n

<\/u><\/p>\n

(q) Landlord Delays<\/u><\/strong>: Any delay in the completion of
\nconstruction of Tenant Improvements (but in each instance, only to the extent
\nthat any of the following such delay has actually<\/p>\n

<\/u><\/p>\n

-14-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

and proximately caused substantial completion of Tenant Improvements to be
\ndelayed) caused by Landlord153s failure to act in accordance with the terms of
\nthis Workletter, provided that a Landlord Delay shall not be deemed to have
\ncommenced until such time as Tenant has delivered written notice to Landlord
\nspecifying the circumstances that constitute a potential Landlord Delay.<\/p>\n

<\/u><\/p>\n

(r) Capitalized terms not otherwise defined in this Workletter shall have the
\ndefinitions set forth in the Amendment or Lease.<\/p>\n

<\/u><\/p>\n

2. Plans and Construction<\/u><\/strong>.<\/p>\n

<\/u><\/p>\n

(a) Warm Shell Work<\/u><\/strong>. At Landlord153s sole cost and
\nexpense, and without deduction from the Tenant Improvement Allowance, Landlord
\nshall construct the base, shell, and core of the Building substantially in
\naccordance with the plans and specifications referenced in Schedule B-2<\/u>
\nto this Workletter (the “New Building Plans<\/strong>“). Landlord
\nreserves the right to modify the New Building Plans as reasonably deemed
\nnecessary by Landlord (provided, however, that if any such modification causes
\nany actual delay in the substantial completion [as defined below] of the Tenant
\nImprovements beyond March 1, 2013, such modification shall be deemed a Landlord
\nDelay), or as required to comply with applicable laws. Following the substantial
\ncompletion of the Warm Shell Work (or, to the extent elected by Landlord,
\nconcurrent with the Warm Shell Work), Landlord shall construct the Tenant
\nImprovements in the Building, at Tenant153s cost, subject to (but not limited by)
\nthe Tenant Improvement Allowance, and otherwise in accordance with the terms of
\nthis Workletter.<\/p>\n

<\/u><\/p>\n

(b) Approved Plans and Working Drawings for Tenant
\nImprovements<\/u><\/strong>. Not later than April 16, 2012, Landlord153s Architect
\nshall prepare, in conjunction with Tenant, to the extent required, preliminary
\nplans (the “Landlord153s Preliminary Plan<\/strong>“) in order to allow for
\nthe construction by Landlord of the Tenant Improvements. Landlord shall submit
\nthe Landlord153s Preliminary Plan to Tenant for Tenant153s approval and information.
\nWithin seven (7) business days after Tenant has received Landlord153s Preliminary
\nPlan, Tenant shall either approve Landlord153s Preliminary Plan or set forth in
\nwriting with particularity any changes necessary to bring the Preliminary Plan
\ninto a form which will be reasonably acceptable to Tenant. In the event the
\nparties cannot reach agreement and resolve all disputed matters relating to the
\nLandlord153s Preliminary Plan, representatives of both parties shall promptly make
\nthemselves available to discuss and resolve any such disputed matters, and
\nLandlord153s Preliminary Plan shall promptly be revised by Landlord to incorporate
\nany agreed upon changes. In the event the parties cannot reach agreement and
\nresolve all disputed matters relating to the Landlord153s Preliminary Plan, any
\ndelay shall be an Unavoidable Delay. Within seven (7) days after the parties
\nhave approved Landlord153s Preliminary Plan, Landlord shall prepare or cause to be
\nprepared (assuming timely delivery by Tenant of all information and decisions
\nreasonably required to be furnished or made by Tenant in order to permit
\npreparation of Landlord153s Final Working Drawings, and subject to Tenant Delays
\nand Unavoidable Delays), final detailed working drawings and specifications for
\nthe Tenant Improvements constituting Tenant Improvements, including (as
\napplicable) structural, fire protection, life safety, mechanical, electrical and
\nplumbing working drawings, and final architectural drawings (collectively,
\n“Landlord153s Final Working Drawings<\/strong>“). Landlord153s Final Working
\nDrawings shall be based on and consistent with Landlord153s Preliminary Plan in
\nall material respects (except as otherwise mutually approved by the parties in
\ntheir respective discretion). Within seven (7) days after receipt of the
\nLandlord153s Final Working Drawings, Tenant shall promptly and diligently either
\napprove Landlord153s Final Working Drawings or set forth in writing with
\nparticularity any changes necessary to bring the aspects of such proposed plans
\nand specifications or Landlord153s Final Working Drawings into a form which will
\nbe reasonably acceptable to Tenant. In the event the parties cannot reach
\nagreement and resolve all disputed matters relating to the Landlord153s Final
\nWorking Drawings, representatives of both parties shall promptly make themselves
\navailable to discuss and resolve any such disputed matters, and the Landlord153s
\nFinal Working Drawings shall promptly be revised by Landlord to incorporate any
\nagreed upon changes. In the event the parties<\/p>\n

<\/u><\/p>\n

-15-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

cannot reach agreement and resolve all disputed matters relating to the
\nLandlord153s Final Working Drawings, any delay shall be an Unavoidable Delay.
\nNotwithstanding any other provisions of this paragraph, if Tenant objects to any
\naspect of Landlord153s Final Working Drawings (including, but not limited to, any
\nsubsequently proposed changes therein from time to time) that is (i) materially
\nconsistent with the Landlord153s Preliminary Plan, (ii) necessitated by applicable
\nlaw or as a condition of any governmental or other third-party approvals or
\nconsents that are required to be obtained in connection with Tenant
\nImprovements, or (iii) that is required as a result of unanticipated conditions
\nencountered in the course of construction of Tenant Improvements, then any
\ndelays in the completion of the Landlord TI Work resulting from such objection
\nor Landlord153s Final Working Drawings resulting from such objection, shall be a
\nTenant Delay.<\/p>\n

<\/u><\/p>\n

(c) Construction of Tenant Improvements<\/u><\/strong>. Following
\ncompletion of Landlord153s Final Working Drawings as approved by Landlord and
\nTenant, and finalization of the Contract, Landlord shall apply for and use
\ncommercially reasonable, good faith efforts to obtain the necessary permits and
\napprovals to allow construction of the Tenant Improvements. Upon receipt of such
\npermits and approvals, Landlord shall construct and complete the Tenant
\nImprovements in accordance with the Landlord153s Approved Plans, subject to
\nUnavoidable Delays and Tenant Delays (if any). Such construction shall be
\nperformed in a neat, good and workmanlike manner and shall conform to all
\napplicable laws, rules, regulations, codes, ordinances, requirements, covenants,
\nconditions and restrictions applicable thereto in force at the time such work is
\ncompleted, using new materials and equipment of good quality. Landlord shall use
\ngood faith efforts to diligently prosecute the construction of the Tenant
\nImprovements in accordance with the Schedule.<\/p>\n

<\/u><\/p>\n

(d) Changes<\/u><\/strong>.<\/p>\n

<\/u><\/p>\n

(i) If Landlord reasonably determines at any time that changes in any aspect
\nof the Landlord153s Approved Plans are required as a result of applicable law or
\ngovernmental requirements, or are required at the insistence of any other third
\nparty whose approval is required with respect to the Tenant Improvements, or are
\nrequired as a result of unanticipated conditions encountered in the course of
\nconstruction, then Landlord shall promptly (A) advise Tenant of such
\ncircumstances, and consult with Tenant with regard to the manner in which such
\nchanges are instituted, and (B) cause revised Landlord153s Final Working Drawings
\nto be prepared by Landlord153s Architect and submitted to Tenant, for Tenant153s
\napproval, which shall not be unreasonably withheld. Failure of Tenant to deliver
\nto Landlord written notice of disapproval and specification of such required
\nchanges within five (5) business days after delivery thereof to Tenant, shall
\nconstitute and be deemed to be a Tenant Delay.<\/p>\n

<\/u><\/p>\n

(ii) If Tenant at any time desires any changes, alterations or additions to
\nthe Landlord153s Approved Plans, Tenant shall submit a detailed written request to
\nLandlord specifying such changes, alterations or additions (a “Tenant Change
\nRequest”). Upon receipt of any such request, Landlord shall notify Tenant of (A)
\nwhether the matters proposed in the Tenant Change Request are approved by
\nLandlord (which approval shall not be unreasonably withheld, conditioned or
\ndelayed by Landlord), (B) Landlord153s estimate of the number of days of delay, if
\nany, which shall be caused in Tenant Improvements by such Tenant Change Request
\nif implemented (including, without limitation, delays due to the need to obtain
\nany revised plans or drawings and any governmental approvals), and (C)
\nLandlord153s estimate of the change, if any, which shall occur in the cost of the
\nTenant Improvements affected by such Tenant Change Request if such Tenant Change
\nRequest is implemented (including, but not limited to, any costs of compliance
\nwith laws or governmental regulations that become applicable because of the
\nimplementation of the Tenant Change Request). Landlord shall so notify Tenant
\nwithin five (5) business days of Landlord153s receipt of the Tenant Change
\nRequest, provided that such period shall<\/p>\n

<\/u><\/p>\n

-16-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

be extended by up to two (2) additional business days if because of the
\nnature of the proposed changes, alterations or additions, Landlord cannot
\nreasonably respond within a five (5) business day period. If Landlord approves
\nthe Tenant Change Request and Tenant notifies Landlord in writing, within five
\n(5) business days after receipt of such notice from Landlord, of Tenant153s
\napproval of the Tenant Change Request (including the estimated delays and cost
\nincreases, if any, described in Landlord153s notice), then Landlord shall cause
\nsuch Tenant Change Request to be implemented, and any actual delays resulting
\ntherefrom shall be deemed to be a Tenant Delay, and any actual change in costs
\nincurred shall be a part of the Total Project Cost. If Tenant fails to notify
\nLandlord in writing of Tenant153s approval of such Tenant Change Request within
\nsaid five (5) business day period, then such Tenant Change Request shall be
\ndeemed to be withdrawn and shall be of no further effect.<\/p>\n

<\/u><\/p>\n

(e) Project Management<\/u><\/strong>. Unless and until revoked by
\nLandlord by written notice delivered to Tenant, Landlord hereby (i) delegates to
\nProject Manager the authority to exercise all approval rights, supervisory
\nrights and other rights or powers of Landlord under this Workletter with respect
\nto the design and construction of the Tenant Improvements, and (ii) requests
\nthat Tenant work with Project Manager with respect to any logistical or other
\ncoordination matters arising in the course of construction of the Tenant
\nImprovements, including monitoring Tenant153s compliance with its obligations
\nunder this Workletter and under the Lease with respect to the design and
\nconstruction of the Tenant Improvements. Tenant acknowledges the foregoing
\ndelegation and request, and agrees to cooperate reasonably with Project Manager
\nas Landlord153s representative pursuant to such delegation and request.<\/p>\n

<\/u><\/p>\n

3. Completion<\/u><\/strong>.<\/p>\n

<\/u><\/p>\n

(a) When Landlord receives written certification from Architect that
\nconstruction of the Warm Shell Work and Tenant Improvements in the Building has
\nbeen completed in accordance with the Landlord153s Approved Plans (except for
\nPunch List Work), Project Manager or other representatives of Landlord shall
\nconduct one or more “walkthroughs” of the Building with Tenant and Tenant153s
\nrepresentatives, to mutually identify any items of Punch List Work that may
\nrequire correction and to prepare a joint punch list reflecting any such items.
\nLandlord shall prepare and deliver to Tenant a certificate signed by both
\nLandlord and Architect (the “Substantial Completion Certificate”), in accordance
\nwith the AIA standard form, (i) certifying that the construction of the Warm
\nShell Work and the Tenant Improvements in the Building has been substantially
\ncompleted in a good and workmanlike manner in accordance with the Landlord153s
\nApproved Plans in all material respects, subject only to completion of Punch
\nList Work, and that all governmental approvals necessary for Tenant153s legal
\noccupancy of the Building have been issued, and specifying the date upon which
\nboth of those conditions have been satisfied, (ii) certifying that the Warm
\nShell Work and Tenant Improvements comply with all laws, rules, regulations,
\ncodes, ordinances, requirements, covenants, conditions and restrictions
\napplicable thereto at the time of such delivery, and setting forth the Punch
\nList Work. Upon receipt by Tenant of the Substantial Completion Certificate and
\ntender of possession of the Premises by Landlord to Tenant, Tenant Improvements
\nin the Building will be deemed delivered to Tenant and the New Building
\nCommencement Date for all purposes of the Lease (subject to Landlord153s
\ncontinuing obligations with respect to any Punch List Work, and to any other
\nexpress obligations of Landlord under the Lease or this Workletter with respect
\nto such Tenant Improvements) shall be deemed to have occurred.<\/p>\n

<\/u><\/p>\n

(b) Promptly following delivery of the Substantial Completion Certificate for
\nthe Warm Shell Work and Tenant Improvements in the Building, Landlord shall
\ndiligently complete the Punch List Work reflected in such joint punch list
\nwithin thirty (30) days. Tenant acknowledges that depending on the nature and
\nscope of the punch list items, certain work may extend beyond such 30-day
\nperiod. Promptly after Landlord provides Tenant with the Substantial Completion
\nCertificate and completes all applicable Punch List Work for the Building,
\nLandlord shall cause the recordation of a<\/p>\n

<\/u><\/p>\n

-17-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

Notice of Completion (as defined in Section 3093 of the California Civil
\nCode) with respect to the Warm Shell Work and Tenant Improvements in the
\nBuilding. Landlord shall conduct at least one (1) additional “walkthrough” with
\nTenant and Tenant153s representatives after the date which is ten (10) months
\nfollowing the delivery of the Substantial Completion Certificate to identify any
\ndefects in construction or required repairs that might be covered by a warranty
\nor guaranty obtained in connection with the construction of the Warm Shell Work
\nand Tenant Improvements.<\/p>\n

<\/u><\/p>\n

(c) All construction, product and equipment warranties and guaranties
\nobtained by Landlord with respect to the Warm Shell Work and Tenant Improvements
\nshall, to the extent reasonably obtainable, include a provision that such
\nwarranties and guaranties shall also run to the benefit of Tenant, and Landlord
\nshall cooperate with Tenant in a commercially reasonable manner to assist in
\nenforcing all such warranties and guaranties for the benefit of Tenant, whether
\nor not such warranties and guaranties expressly run to the benefit of Tenant.\n<\/p>\n

<\/u><\/p>\n

(d) Notwithstanding any other provisions of this Workletter or of the Lease,
\nif Landlord is delayed in substantially completing any of Tenant Improvements as
\na result of any Tenant Delay, then notwithstanding any other provisions of the
\nLease to the contrary, the Tenant Improvements shall be deemed to have been
\nsubstantially complete on the date the Tenant Improvements would have been
\nsubstantially complete absent such Tenant Delay. The number of days of any
\nLandlord Delays or Unavoidable Delays shall be credited against the number of
\ndays of any Tenant Delays, however.<\/p>\n

<\/u><\/p>\n

4. Payment of Costs<\/u><\/strong>. Subject to Landlord153s provision
\nof the Tenant Improvement Allowance, Tenant shall pay all of the Total Project
\nCost, as defined in Section 4(b), below.<\/p>\n

<\/u><\/p>\n

(a) Tenant Improvement Allowance<\/u><\/strong>. Tenant shall be
\nentitled to a one-time improvement allowance (the “Tenant Improvement
\nAllowance<\/strong>“) in the amount of $50.00 per rentable square foot of the
\nPremises (i.e., $3,500,000.00) for the costs relating to the initial design and
\nconstruction of the Tenant Improvements.<\/p>\n

<\/u><\/p>\n

(b) Cost Proposal; Contract; Allowance Election<\/u><\/strong>.
\nAfter Landlord and Tenant have approved the Landlord153s Final Working Drawings,
\nLandlord shall cause General Contractor to solicit subcontractor bids based on
\nLandlord153s Final Working Drawings. Landlord, Tenant and the General Contractor
\nshall mutually review the bids and discuss the same with the bidding
\nsubcontractors, and shall mutually agree upon the subcontractors. After the
\nsubcontractors have been selected based on such bidding process, Landlord shall
\ncause the General Contractor to enter into a construction contract (the
\n“Contract<\/strong>“). In connection with the foregoing, if Tenant shall
\nfail to respond to any request by Landlord with respect to approvals of the cost
\nproposal or final Contract price within seven (7) business days after Landlord153s
\nrequest (provided that, if the dates upon which such approvals are requested
\ndeviate significantly from the dates for such actions as set forth in the
\nSchedule for any reason other than a Landlord Delay or an Unavoidable Delay,,
\nsuch time period shall be extended to be ten (10) business days), any delay as a
\nresult of such failure shall be deemed to be a Tenant Delay. As used herein the
\n“Total Project Cost<\/strong>” shall be equal to the sum of (i) the cost
\nof the preparation of all of the plans and specifications for the Tenant
\nImprovements (including the Preliminary Plan and the Landlord153s Final Working
\nDrawings, and Landlord153s Approved Plans), and (ii) all other amounts to be
\nexpended in connection with the construction of the Tenant Improvements, as
\nincluded in project budget documentation provided by Landlord to Tenant from
\ntime to time for which Landlord will be holding the contracts or making payments
\n(e.g., design costs and permit fees). Total Project Cost shall not include items
\nor work for which Tenant contracts directly.<\/p>\n

<\/u><\/p>\n

-18-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

(c) Over Allowance Amount<\/u><\/strong>. The amount by which the
\nTotal Project Cost exceeds the amount of the Tenant Improvement Allowance
\nremaining as of the commencement of construction of the Tenant Improvements is
\nreferred to herein as the “Over Allowance Amount<\/strong>“. During the
\ncourse of construction of the Tenant Improvements, Tenant shall pay a fraction
\nof each amount to be disbursed by Landlord or otherwise paid pursuant to the
\nterms of this Tenant Work Letter (the “Over Allowance
\nPayments<\/strong>“), the numerator of which fraction shall equal the projected
\nOver Allowance Amount, and the denominator of which fraction shall equal the
\nprojected Total Project Cost, and such payment by Tenant shall be a condition to
\nLandlord153s obligation to pay any amounts of the Tenant Improvement Allowance. To
\nthe extent the projected Total Project Cost changes during the course of design
\nand construction of the Tenant Improvements, including as the result of any
\nTenant Change Requests, the Over Allowance Payments shall be appropriately
\nadjusted. Any delays in the construction of the Tenant Improvements resulting
\nfrom Tenant153s failure to make any Over Allowance Payments shall be a Tenant
\nDelay.<\/p>\n

<\/u><\/p>\n

(d) Disbursement<\/u><\/strong>. Except as otherwise set forth in
\nthis Work Letter, the Tenant Improvement Allowance shall be disbursed by
\nLandlord (each of which disbursements shall be made pursuant to Landlord153s
\ndisbursement process, including, without limitation, Landlord153s receipt of
\ninvoices for all costs and fees described herein) for costs related to the
\ndesign, permitting, supervision and construction of the Tenant Improvements,
\nincluding any changes to the existing Building condition required in connection
\ntherewith. Landlord shall provide Tenant with a copy of each applicable draw
\nrequest. Tenant shall approve such draw request (which approval shall not be
\nunreasonably withheld, and shall not be withheld if the draw request is within
\nthe approved budget, or is otherwise within the previously approved Total
\nProject Cost), and provide Landlord with any required Over Allowance Payments
\nwithin thirty (30) days after Tenant153s receipt of such draw request. Tenant153s
\nfailure to respond to a request for approval within such 30-day period shall be
\ndeemed to constitute Tenant153s approval of such request (but such deemed approval
\nshall not be deemed to be Tenant153s agreement that the work to which such payment
\nrelates has been performed satisfactorily in accordance with the Landlord153s
\nApproved Plans, or to waive Tenant153s ability to require any deficiencies in such
\nwork to be corrected at a later date). In addition, Landlord shall submit to
\nTenant monthly during the performance of the Tenant Improvements a report
\nsetting forth in detail: (i) a computation of the Total Project Costs incurred
\nduring the prior month (including all requested and approved Change Orders); and
\n(ii) the cumulative Total Project Costs incurred through the end of such month.
\nSuch report shall be submitted by the fifteenth (15th) day of each month and
\nshall be accompanied by invoice back-ups and conditional or unconditional lien
\nreleases as received by Landlord. All Total Project Costs and Tenant153s share (if
\nany) thereof shall be subject to audit, verification, and correction, if
\nnecessary, by Tenant and\/or its authorized representatives (who shall have
\naccess to the relevant portions of the Landlord153s books and records for such
\npurpose) without either party being prejudiced by any payment thereunder.<\/p>\n

<\/u><\/p>\n

(e) Project Manager Fees<\/u><\/strong>. Landlord shall receive a
\nreimbursement of fees payable to its Project Manager in the amount of $2.06 per
\nrentable square foot of the Premises (the “PMA Fee”), which shall be deducted
\nfrom the Tenant Improvement Allowance. If the Total Project Cost exceeds $100.00
\nper rentable square foot of the Premises (i.e., $7,000,000), then the PMA Fee
\nshall be increased by an amount equal to 2.9% of such overage.<\/p>\n

<\/u><\/p>\n

(f) Unused Portion of Tenant Improvement Allowance<\/u><\/strong>.
\nAny amounts of the Tenant Improvement Allowance not disbursed or allocated by
\nthe date that is one (1) year after the substantial completion of the Tenant
\nImprovements shall revert to Landlord and Tenant shall have no further rights
\nwith respect thereto; provided, however, that the one (1)- year deadline shall
\nbe extended if the Tenant Improvement Allowance has not been disbursed for
\nallocated as a result of the failure of the Contractor or any subcontractor,
\nmaterialman or other party providing equipment, materials or services in
\nconnection with the construction of the Tenant Improvements to timely submit
\ninvoices therefor.<\/p>\n

<\/u><\/p>\n

-19-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

(g) Notwithstanding the foregoing or anything to the contrary in this
\nWorkletter, the Total Project Costs shall not include, the Tenant Improvement
\nAllowance shall not be used for, and Landlord shall bear all costs with respect
\nto: (i) any work to the Building, or Premises or Center other than the Tenant
\nImprovements (other than work contracted by or on behalf of Tenant directly, and
\nnot as a part of the Tenant Improvements); (ii) premiums or the incremental
\nportion thereof for insurance policies required under the Lease to be procured
\nby Landlord (other than Builder153s All Risk or similar insurance reasonably
\nprocured with respect to the construction of the Tenant Improvements); (iii)
\ncharges and expenses for changes to the Approved Plans that have not been
\napproved by Tenant, have not been required by applicable law; (iv) wages, labor
\nand overhead for over-time and premium time (unless approved in writing by
\nTenant); (v) additional costs and expenses incurred by Landlord on account of
\nany contractor153s or subcontractor153s default or construction defects; (vi)
\nprincipal, interest and fees for construction and permanent financing; (vii)
\nexcept for the PMA Fee or other costs as expressly set forth in this Workletter,
\nfees or charges for construction management, supervision, profit, overhead or
\ngeneral conditions by Landlord or any third party other than the contractors who
\nare performing the Tenant Improvements; (viii) costs for which Landlord receives
\nreimbursement from others, including, without limitation, insurers and
\nwarrantors (Landlord shall use commercially reasonable efforts to maximize the
\namount of all reimbursements to which it is entitled); (ix) restoration costs in
\nexcess of insurance proceeds as a consequence of casualties; (x) penalties and
\nlate charges attributable to Landlord153s failure to pay the Total Project Costs;
\n(xi) attorneys153, experts153 and other fees and costs in connection with contracts
\nand disputes; and (xii) costs arising from or in connection with the presence of
\nHazardous Substances on the Premises or Center not introduced by Tenant.<\/p>\n

<\/u><\/p>\n

5. No Agency<\/u><\/strong>. Nothing contained in this Workletter
\nshall make or constitute Tenant as the agent of Landlord.<\/p>\n

<\/u><\/p>\n

6. Miscellaneous<\/u><\/strong>. All references in this Workletter
\nto a number of days shall be construed to refer to calendar days, unless
\notherwise specified herein. If any item requiring approval is disapproved by
\nLandlord or Tenant (as applicable) in a timely manner, the procedure for
\npreparation of that item and approval shall be repeated.<\/p>\n

<\/u><\/p>\n

7. Delays in Warm Shell Work, Tenant Improvements<\/u><\/strong>.
\nNotwithstanding anything to the contrary contained in this Workletter or the
\n6th<\/sup> Amendment, if (i) substantial completion of the Warm Shell Work
\nis not completed by the date set forth in the Schedule due to any Landlord Delay
\nor Unavoidable Delay, and as a result of such Landlord Delay or Unavoidable
\nDelay substantial completion of the Tenant Improvements is delayed beyond March
\n1, 2013, or (ii) if substantial completion of the Tenant Improvements is delayed
\nbeyond March 1, 2013, due to any Landlord Delay or Unavoidable Delay, then,
\nsubject to any Tenant Delay, the New Building Commencement Date shall be delayed
\nday for day by the same number of days of Landlord Delay and Unavoidable Delays.\n<\/p>\n

<\/u><\/p>\n

-20-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

SCHEDULE B-1 <\/u><\/strong><\/p>\n

<\/u><\/p>\n

ANTICIPATED SCHEDULE DATES <\/strong><\/p>\n

<\/u> <\/u><\/p>\n

[image omitted by Findlaw]<\/strong><\/p>\n

<\/u><\/p>\n

-21-<\/p>\n

<\/u><\/p>\n

\n

<\/u><\/p>\n

SCHEDULE B-2 <\/u><\/strong><\/p>\n

<\/u><\/p>\n

DESCRIPTION OF WARM SHELL WORK <\/strong><\/p>\n

<\/u><\/p>\n

The “Base Building<\/u>” or “Warm Shell Work<\/u>” as used in the Lease
\nto which this Schedule B-2<\/u> is attached and in the Workletter described
\ntherein shall consist of the following:<\/p>\n

<\/u><\/p>\n

GENERAL <\/strong><\/p>\n

<\/u><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Base Building design and permitting fees, except as specifically included in
\nTenant Improvements under Schedule B-3<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Core and Shell designed and constructed with intent of obtaining LEED Gold CS
\ncertification, unless LEED Gold NC certification is obtained jointly with Tenant
\npursuant to General Item #9 in Schedule B-3.<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SITE <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Exterior hardscape and landscape, including site lighting, except as
\nspecifically indicated as included in Tenant Improvements under Schedule B-3\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Exterior bike racks<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Service yard foundations, structure, enclosure for Tenant-provided emergency
\ngenerator, enclosure for Tenant-provided self-contained chemical storage units
\n(foundation design to accommodate depressed slab); covered trash enclosure<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Loading area, including coiling door at Building service entrance<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARCHITECURAL <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Building structure, envelope and waterproofing, except as specifically
\nindicated as being included in Tenant improvements under Schedule B-3,
\nincluding: foundation system consisting of strip and isolated footings; ground
\nfloor is a reinforced concrete slab-on grade; 2nd<\/sup> floor is metal deck
\nwith concrete fill; roof structure is steel beams and girders with metal deck
\nunder rigid insulation and built-up membrane roof system; building structural
\nframing consists of steel beams, girders, columns; building skin consists of
\nconcrete panels with windows; seismic system utilizes concrete wall panels.
\nBuilding type is classified as 2A, base building structural fireproofing is
\nincluded if required by code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Polyethylene vapor barrier under grade level slab<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Floor designed for 80 PSF uniform live load (non-reducible)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Building lobby, including lighting, HVAC and standard wall and floor
\nfinishes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Code required Building entrances and exits<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

Two steel stairways including rated enclosures (taped and sanded; finishes by
\nTenant), handrails and guardrails, code compliant stairwell lighting. Stairwell
\nfinishes and HVAC by Tenant. Lobby stair is not enclosed unless required by
\ncode. Second stairwell provides for roof access.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

Interior columns furred. Exterior furring, insulation and firesafing by
\nTenant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

One freight and one passenger hydraulic, single-door elevator, including
\npits, cabs, cab supports, openings, elevator machine rooms and equipment.
\nElevators service 1st<\/sup> and 2nd<\/sup> floor : no elevator service
\nto roof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

Restroom Core: Two sets of Restrooms and one set of showers, including shower
\nlockers and all associated fixtures and finishes, including standard ceramic
\ntile at floors and wet walls, floor mounted PLAM partitions, solid surface sink
\ntops, standard ADA compliant, low-flow fixtures consistent with intended LEED
\nGold certification.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-22-<\/p>\n

\n\n\n\n
<\/td>\n\n

10.<\/p>\n<\/td>\n

\n

Concrete mechanical equipment pads on the roof for shell-provided HVAC
\nequipment. Pads for Tenant-provided equipment (EF153s, etc.) by Tenant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

11.<\/p>\n<\/td>\n

\n

Rooftop visual screens for rooftop equipment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

MEP\/FP <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Building domestic water service and plumbing distribution to Restroom Core,
\nincluding site underground lines and connection to main, irrigation meter, main
\nwater meter, electric water heaters in finished Tenant janitor closets. Water
\nservice plumbing roughed-in to unfinished Tenant space to accommodate Tenant
\ndistribution. Submeters, as may be required for LEED certification, by Tenant.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Building storm and overflow drainage systems, including site underground
\nstorm sewer system and connection to storm drain main.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Building sanitary sewer service and sanitary piping distribution to Restroom
\nCore, including site underground lines, connection to sewer main, and sanitary
\n“gut” line below the first floor slab.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Wet fire protection (risers, loops, branches and heads) for “ordinary hazard”
\noccupancy, including site underground lines, fire department connection and
\npost-indicator valve, fire alarm, signal, and monitoring system. Complete
\ndistribution at lobby and restroom core areas; mains, branch lines and upright
\nheads in unfinished Tenant spaces.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Firesafing at Landlord-provided vertical piping penetrations. Firesafing at
\ndeck edge and other openings by Tenant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

Empty conduit stubs at building entrances up to ceiling cavity for Tenant
\ntie-in to Tenant- provided building security system.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

Electrical service to Restroom Core and Lobby, including lighting fixtures
\nwith associated controls, receptacles, tenant distribution panels, electrical
\nservice to HVAC equipment, 2500 Amp 480\/277 V main switchboard with individual
\nmeters, and electrical utility pad and transformer. Electrical service
\ndistributed to branch electrical room on each floor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

Site underground conduits for telecommunications to main point of entry
\n(MPOE) with branch conduits overhead to MDF room, one per floor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

Main gas service including site underground piping from gas main, main meter
\nconnection outside building and distribution to Landlord-provided HVAC
\nequipment. Submetering and distribution to Tenant-provided equipment by Tenant.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

10.<\/p>\n<\/td>\n

\n

Heating, Ventilation, Air-Conditioning System (all roof-mounted equipment)
\nincluding rooftop sleepers, pads, and curbs for HVAC equipment, and
\ndistribution, diffusers & controls for lobby and restrooms. Air-cooled
\nchillers and air handlers located on roof curbs\/pads with medium pressure duct
\ndistribution loop on each floor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

\n

HVAC system designed to be single duct VAV terminal boxes with reheat and
\ncooling only : cooling and reheat through VAVs by Tenant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

\n

Gas-fired boilers w\/ pumps provided for hot water space heating with piping
\ndistributed in risers in building with isolation valves at each floor for Tenant
\ndistribution and connection to VAV boxes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c.<\/p>\n<\/td>\n

\n

HVAC system to be monitored and controlled through a DDC based Building
\nAutomation System : VAVs\/zoning by Tenant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

d.<\/p>\n<\/td>\n

\n

Total building cooling loads limited to 300 tons.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-23-<\/p>\n

\n

SCHEDULE B-3 <\/u><\/strong><\/p>\n

DESCRIPTION OF TENANT IMPROVEMENTS <\/strong><\/p>\n

The “Tenant Improvements<\/u>” to be performed in the Building pursuant to
\nthe Lease to which this Schedule B-3<\/u> is attached and the Workletter
\ndescribed therein shall include, but not necessarily be limited to, the
\nfollowing, to be constructed from Tenant Improvement Allowance funds or
\notherwise at Tenant153s expense:<\/p>\n

GENERAL <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

All tenant construction, design fees, fixtures, furnishings, etc. to support
\ntenant requirements within Premises to the extent not fully built out and
\nfinished as part of Landlord153s Work under Schedule B-2, or as modifications to
\nRestroom Core, including lobbies, circulation, additional restrooms and all
\nother features not specifically indicated as part of the Warm Shell Work in
\nSchedule B-2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

All TI design fees and reimbursable expenses<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

All other “soft” costs, including TI permit\/development fees, utility
\ncapacity or connection charges, etc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

All testing and inspection of TI construction<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Builders risk insurance for TI construction, including earthquake coverage\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

All general contractor preconstruction services costs related to TI
\nconstruction<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

Construction lift for contractor safety, access and stocking of materials, if
\nrequired<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

Landlord-provided or Tenant-provided management of TI design and construction
\nactivities<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

Design and construction to achieve LEED Gold CI certification.
\nNotwithstanding the foregoing, Landlord and Tenant may collaborate and jointly
\npursue LEED Gold NC certification which would satisfy both Landlord and Tenant
\nobligations to obtain LEED Gold certification on their respective work.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SITE <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Outdoor lounge and eating area<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Tenant Improvements shall not include the design and\/or construction of
\ninfrastructure, landscaping or other site improvements unless specifically
\nrequested by Tenant or necessitated as a result of Tenant Improvements<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARCHITECTURAL <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Exterior Building skin modifications to support Tenant Improvement systems
\n(e.g., louvers for additional HVAC accommodation)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Modification of structure for openings at floors and roof<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Enhancement of structure for live loading above 80 PSF or vibration control
\ncriteria<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Addition of structure fireproofing resultant from Tenant Improvement
\nmodifications to building structure<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Custom finishes beyond those provided by Landlord under Schedule B-2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

Wallboard capture trim, furring and firesafing at exterior window wall, not
\nspecifically included in Base Building in Schedule B-2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

Shaft walls or other fire separations required by code for the Tenant
\nImprovements not included in Warm Shell as described in Schedule B-2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

Skylights, including curbs, roof patching, etc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

Additional elevators by Tenant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-24-<\/p>\n

\n

MEP\/FP <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

All process utility systems, such as Compressed Dry Air, Vacuum, Nitrogen,
\nDeionized Water, Natural Gas, including equipment, installation, infrastructure
\nand enclosures for each system.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Modifications\/enhancements to wet fire protection required by TI design<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Modifications\/enhancements to fire alarm system required by TI design<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Building Security System and\/or upgrades to exterior doors<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

All electrical and telecommunications wire and service not specifically
\nincluded in Base Building per Schedule B-2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

All HVAC System additions\/modifications\/enhancements not specifically
\nincluded in Base Building per Schedule B-2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-25-<\/p>\n

\n

EXHIBIT C <\/u><\/strong><\/p>\n

NEW BUILDING CONFIRMATION NOTICE <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TO:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

SIXTH AMENDMENT TO LEASE (“Amendment<\/strong>“) dated October , 2011,
\nby and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company
\n(“Landlord<\/strong>“), and LINKEDIN CORPORATION a Delaware corporation
\n(“Tenant<\/strong>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Gentlemen:<\/p>\n

In accordance with the referenced Amendment we wish to advise you and\/or
\nconfirm as follows:<\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

The New Building Commencement Date shall occur on or has occurred on .<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

The exact number of rentable\/usable square feet within the New Building
\nPremises is square feet.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Base Rent payable with respect to the New Building Premises is as follows:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

If the New Building Commencement Date is other than the first day of the
\nmonth, the first billing will contain a pro rata adjustment. Each billing
\nthereafter, with the exception of the final billing, shall be for the full
\namount of the applicable monthly installment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Your rent checks should be made payable to at .<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBIT C<\/p>\n

-26-<\/p>\n

\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Tenant153s Center Wide Share as adjusted based upon the exact number of usable
\nsquare feet within the New Building Premises is %.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LANDLORD:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

BRITANNIA HACIENDA VIII LLC,<\/p>\n

a Delaware limited liability company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

HCP Estates USA Inc.,<\/p>\n

a Delaware corporation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Jonathan M. Bergschneider<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Executive Vice President<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Agreed to and Accepted as<\/p>\n

of , 20 .<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

LINKEDIN CORPORATION,<\/p>\n<\/td>\n<\/tr>\n

\n

a Delaware corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBIT C<\/p>\n

-27-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8065],"corporate_contracts_industries":[],"corporate_contracts_types":[9583,9579],"class_list":["post-41931","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-linkedin","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41931","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41931"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41931"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41931"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41931"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}