NETGEAR (NTGR) 10-Q2024 Q3 Quarterly report

3553 N. FIRST STREET LEASE

A&M PEAK FIRST STREET, LLC,

a Delaware limited liability company, as Landlord,

and

NETGEAR, INC.,

a Delaware corporation, as Tenant

SUMMARY OF BASIC LEASE INFORMATION

This Summary of Basic Lease Information ("Summary") is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

TERMS OF LEASE

(References are to the Lease) DESCRIPTION

2276 E. Maple Avenue

El Segundo, CA 90245 Attention: Mark A. Velarde

with a copy to:

Allen Matkins Leck Gamble Mallory & Natsis LLP 865 South Figueroa Street, Suite 2800

Los Angeles, California 90017-2543 Attention: David B. Stone, Esq.

Netgear, Inc.

350 E. Plumeria Drive

San Jose, California 95134

Attention: Director of Workplace Operations with a copy to:

Netgear, Inc.

350 E. Plumeria Drive

San Jose, California 95134 Attention: General Counsel

with a copy to:

Rimon Law, PC

800 Oak Grove Avenue, Suite 250 Menlo Park, CA 94025

Attention: Derek A. Ridgway, Esq.

After Lease Commencement Date:

Netgear, Inc.

3553 N. First Street

San Jose, California 95134

Attention: Director of Workplace Operations with a copy to:

Netgear, Inc.

3553 N. First Street

San Jose, California 95134 Attention: General Counsel

with a copy to:

Rimon Law, PC

800 Oak Grove Avenue, Suite 250 Menlo Park, CA 94025

Attention: Derek A. Ridgway, Esq.

avoidance of doubt, the terms and provisions of this Lease shall be effective as of the date of execution of this Lease.

*Subject to abatement of monthly pursuant to Section 3.2 of the Lease.

Expenses and Utilities Costs

(Section 4.2.6):

Letter of Credit Rider.

Knight Frank, representing Landlord.

Areas, consisting of approximately two hundred eighty-

one (281) parking spaces

as more particularly set forth in the Extension Option Rider

attached to this Lease.

INDEX

Page(s)

ARTICLE 1 REAL PROPERTY, BUILDING AND PREMISES 1

ARTICLE 2 LEASE TERM 2

ARTICLE 3 BASE RENT 3

ARTICLE 4 ADDITIONAL RENT 3

ARTICLE 5 USE OF PREMISES 7

ARTICLE 6 SERVICES AND UTILITIES 9

ARTICLE 7 REPAIRS 10

ARTICLE 8 ADDITIONS AND ALTERATIONS 11

ARTICLE 9 COVENANT AGAINST LIENS 13

ARTICLE 10 INDEMNIFICATION AND INSURANCE 13

ARTICLE 11 DAMAGE AND DESTRUCTION 15

ARTICLE 12 CONDEMNATION 15

ARTICLE 13 COVENANT OF QUIET ENJOYMENT 16

ARTICLE 14 ASSIGNMENT AND SUBLETTING 16

ARTICLE 15 SURRENDER; OWNERSHIP AND REMOVAL OF PERSONAL PROPERTY 18

ARTICLE 16 HOLDING OVER 19

ARTICLE 17 ESTOPPEL CERTIFICATES 19

ARTICLE 18 SUBORDINATION 19

ARTICLE 19 TENANT'S DEFAULTS; LANDLORD'S REMEDIES 19

ARTICLE 20 SECURITY DEPOSIT 21

ARTICLE 21 COMPLIANCE WITH LAW 22

ARTICLE 22 ENTRY BY LANDLORD 22

ARTICLE 23 PARKING 23

ARTICLE 24 MISCELLANEOUS PROVISIONS 24

EXHIBITS

EXTENSION OPTION RIDER LETTER OF CREDIT RIDER

3553 N. FIRST STREET

LEASE

This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the "Lease"), dated as of the date set forth in Section 1 of the Summary, is made by and between A&M PEAK FIRST STREET, LLC, a Delaware limited liability company ("Landlord"), and NETGEAR, INC., a Delaware corporation ("Tenant").

ARTICLE 1

REAL PROPERTY, BUILDING AND PREMISES

(ii) Tenant shall cooperate with Landlord and Landlord's schedule of performance of Landlord's Work during such occupancy so that Landlord may timely perform Landlord's Work without unreasonable interference from Tenant (and in connection therewith, Landlord may cause Landlord's Work to be performed during normal business hours as reasonably necessary to complete the same in a timely manner, without any obligation to pay overtime or other premiums); and (iii) Tenant shall accept all inconveniences associated with the performance of Landlord's Work and agrees that the performance of Landlord's Work shall not constitute a constructive eviction of Tenant, nor entitle Tenant to any rent abatement, compensation or other damages from Landlord, nor subject Landlord to any liability, except for any injury to persons or damage to property (but not loss of business or other consequential damages) to the extent caused by Landlord's gross negligence or willful misconduct and not insured or required to be insured by Tenant under the Lease. In connection with the Power Down Time, Landlord shall not be liable for damages, by abatement of Rent or otherwise and the Power Down Time shall not be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, Landlord shall provide temporary power service through PG&E to Tenant during such Power Down Time at Landlord’s cost; provided, however, that if temporary power service is not available through PG&E during the Power Down Time, Landlord shall, at Landlord’s cost, provide temporary power to the Premises for 8-10 hours per day through a temporary power generator so long as the cost thereof does not exceed

$15,000.00 per week. In the event that the temporary power is provided by PG&E, Tenant shall pay for the cost of the electricity actually consumed by Tenant during such Power Down Time.

ARTICLE 2

LEASE TERM

forth in Section 7.3 of the Summary, unless this Lease is sooner terminated as hereinafter provided. For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month period during the Lease Term, provided that the last Lease Year shall end on the Lease Expiration Date.

ARTICLE 3

BASE RENT

2028, October, 2029, October, 2030, October, 2031, October, 2032, October, 2033 and October, 2034. During the Abatement Period, Tenant shall remain responsible for the payment of all of its other monetary obligations under this

Lease. In the event of a default by Tenant under the terms of this Lease that results in the early termination of this Lease pursuant to the provisions of Article 19 below, then as a part of the recovery set forth in Article 19 below, Landlord shall be entitled to recover, and Tenant shall pay to Landlord, the unamortized balance of the Abated Rent. For purposes of this Section 3.2, the Abated Rent shall be amortized on a straight-line basis over the scheduled 132- month initial Lease Term, and the unamortized portion thereof shall be determined based upon the unexpired portion of such initial Lease Term as of the date of such early termination.

ARTICLE 4

ADDITIONAL RENT

forth:

that currently coordinated through the U.S. Green Building Council or Energy Star rating and/or compliance system or program (collectively, "Conservation Costs"). If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant.

Notwithstanding the foregoing, Operating Expenses shall not, however, include:

(i) the tenant improvements in the Building and any additional buildings added to the Real Property pursuant to Section 1.1.2 above (but only during the period of time that such additional buildings are included by Landlord within the Real Property) were fully constructed, and (ii) the Real Property, the Building and such additional buildings (if any) and all tenant improvements therein were fully assessed for real estate tax purposes.

(iv) the costs of capital alterations, capital additions, capital improvements, capital repairs and capital replacements described in Sections 4.2.3(ix) and (x) above.

determine the proper amount of the Operating Expenses, Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms or another nationally-recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge, together with interest on the amount of the over-charge at the Interest Rate. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement which was the subject of such audit overstated Operating Expenses, Tax Expenses and Utilities Costs by five percent (5%) or more of the actual Operating Expenses, Tax Expenses and Utilities Costs verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of two (2) times the amount of the Operating Expenses, Tax Expenses and Utilities Costs so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

ARTICLE 5

USE OF PREMISES

contractor (who shall be approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) for such off-site disposal; (C) only if the Hazardous Materials List is expanded after the date of mutual execution and delivery of this Lease, carry Pollution Legal Liability insurance in a form reasonably acceptable to Landlord; and (D) promptly abate, clean-up and remediate all Hazardous Materials which are spilled, leaked and/or otherwise discharged by Tenant or any Tenant Party onto or into any portion of the Building and/or the Real Property to an amount, level and nature reasonably satisfactory to Landlord and in compliance with all Hazardous Materials Laws (subject to Landlord’s prior approval of any such actions as provided in Section 5.2.3 below). Prior to the earlier of the Lease Commencement Date or the date that Tenant or any of the Tenant Parties brings into or onto the Real Property and/or the Building any Permitted Hazardous Materials, Tenant shall, at its sole cost and expense, submit to Landlord for Landlord’s review and comment, and file, submit to, and/or obtain from, all applicable governmental authorities, all plans, permits, filings, applications, postings and other registrations that are required by applicable laws in connection with Tenant’s use, storage and/or disposal of the Permitted Hazardous Materials at or from the Premises (collectively, the “Tenant’s Permits”), including, without limitation, Hazardous Waste Generator ID Numbers, U.S. EPA and Spill Prevention Control and Countermeasures (SPCC) Plan (U.S. EPA). Immediately upon Tenant’s receiving any amendment, change, modification or other action, application or filing affecting any of Tenant’s Permits, Tenant shall provide to Landlord, for Landlord’s approval, copies of all documents relating thereto. Tenant shall be solely responsible, at its expense, for obtaining and keeping current all of Tenant’s Permits and other records relating to Permitted Hazardous Materials as may be required by applicable Hazardous Materials Laws. Tenant further acknowledges and agrees that it shall be solely responsible, at its expense, for the preparation and maintenance of any required waste manifests necessary for the transport and disposal of any Hazardous Materials from the Premises, and Tenant shall be listed therein as the generator of all such materials. Landlord will reasonably cooperate with Tenant to obtain its Tenant’s Permits, at no cost to Landlord.

ARTICLE 6

SERVICES AND UTILITIES

shall pay for the cost of any increased wear and tear on existing Systems and Equipment (and repair and replacement of any such Systems and Equipment in accordance with Section 7.1 below) caused by such excess use.

ARTICLE 7

REPAIRS

first-class order, repair and condition at all times following the date Landlord delivers possession of the Premises to Tenant and throughout the Lease Term. Such repair obligations shall include, without limitation, replacement of items as may be necessary to keep same in the condition required hereinabove, notwithstanding that such replacements may be considered capital expenditures in accordance with accounting practices, and shall also include repairs of items above the ceiling, repairs of items below the floors (but not the floor slabs), and/or repairs of items within walls, such as, but not limited to, all plumbing and pipes for restrooms, the equipment providing distribution within the Building of the HVAC from the HVAC equipment on the roof, and the equipment providing distribution within the Building of all electricity and all other utilities required for the Premises (including all electrical panels in equipment rooms or elsewhere within the Building); provided, however, if such replacement is a capital expense, then such replacement shall be made by Landlord as a capital expenditure under Section 4.2.3(x). Landlord shall have approval rights (such approval not to be unreasonably withheld) with respect to repairs and/or replacements which: (i) may affect the roof, the HVAC equipment thereon and/or the elevators; (ii) may affect or consist of any of the structural components of the Building; (iii) which may adversely affect or consist of any of the Building's Systems and Equipment; (iv) which may affect the exterior of the Building or any portion of the Real Property located outside of the Building, or can be seen from outside the Building; and/or (v) which may change the character of the Building as a first-class research and development building (any of such items set forth in clauses (i) through (v) hereinabove shall sometimes be referred to as the "Landlord's Approval Items"). Tenant's repair obligations set forth hereinabove shall include, without limitation, the obligation to promptly and adequately repair all damage to the Building and replace or repair all damaged or broken fixtures and appurtenances (subject, however, to the provisions of Article 11 below regarding casualty damage to the Building); provided however, that, at Landlord's option, or if Tenant fails to make any such repairs within ten (10) days after written notice from Landlord (provided that no notice shall be required in the case of emergency repairs that, if left unresolved, would result in imminent serious injury or damage to persons or property), Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a five percent (5%) administration fee sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Tenant shall, at its own cost and expense, enter into regularly scheduled preventive maintenance/service contracts (and with maintenance contractors) approved by Landlord for the maintenance and service of all of the items listed in this Section 7.1 above which Tenant is obligated to maintain. Tenant shall deliver to Landlord full and complete copies of all such contracts entered into by Tenant prior to entering into same.

7.2 shall control.

(i) Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under this Lease, and (ii) Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after Landlord's receipt of such notice, or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same (provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have only one

(1) business day after Landlord's receipt of such notice, or such later period of time as is reasonably necessary, to commence such corrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (but no such additional notice shall be required in the event of any such emergency involving imminent threat of serious injury or damage to persons or property within the Premises). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such additional three (3)-business day notice period (or after the initial notice period with respect to any such emergency involving imminent threat of serious injury or damage to persons or property within the Premises) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented out-of-pocket costs and expenses paid by Tenant to third parties in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of invoice from Tenant setting forth such costs and expenses; provided, however, that notwithstanding the foregoing to the contrary, if

(A) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (B) Landlord delivers to Tenant, within ten (10) days after Landlord's receipt of Tenant's invoice, a written objection to the payment of such invoice based upon Landlord's good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such ten (10)-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement, but Tenant, as its sole remedy, may proceed to institute a lawsuit to determine and collect the amount, if any, of such reimbursement. If Tenant prevails in such lawsuit and receives a monetary judgment against Landlord, then Landlord shall pay the amount of such monetary judgment to Tenant within thirty (30) days after the date such judgment is issued. If Tenant undertakes such repairs and/or maintenance, Tenant shall use only qualified contractors

which normally and regularly perform similar work in the Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord's consent for such repairs.

ARTICLE 8

ADDITIONS AND ALTERATIONS

(12) month period (but there shall be no cap on the cost of any purely cosmetic or decorative interior non-structural changes made to the Premises [such as, for example, painting and carpeting work]), (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8, (iv) such Acceptable Changes do not require the issuance of a building permit or other governmental approval, (v) such Acceptable Changes are not Landlord Approval Items, and (vi) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Comparable Buildings. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Alvarez & Marsal Capital Real Estate, LLC (i.e., the asset manager of Landlord) a review fee of two percent (2%) of the cost of the Alterations; provided, however, no such administrative fee shall be charged with respect to any Acceptable Changes. Notwithstanding anything to the contrary contained in this Lease, the construction of the initial tenant improvements to the Premises and any supervision fees payable by Tenant shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

(iii) or (v) in Section 7.1 above (including designating specific contractors to perform such work which are other than the regular maintenance contractors approved by Landlord in accordance with Section 7.1 above). Tenant shall construct such Alterations and perform such repairs in compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including, without limitation, California Energy Code, Title 24) and pursuant to a valid building permit (if required), issued by the city in which the Real Property is located, and in conformance with Landlord's construction rules and regulations. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. If Tenant makes any Alterations, Tenant agrees to carry or cause its contractor to carry "Builder's All Risk" insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. For any Alterations costing more than $200,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) if required, cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with the terms of Section 8182 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Building a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

use within the Premises. If Tenant fails to complete such removal and/or to repair any damage caused by such removal of any such alterations, additions and improvements made by Tenant on the Premises, Landlord may do so and may charge the actual and reasonable cost thereof to Tenant (together with a five percent (5%) supervision and administration fee), and Tenant shall reimburse Landlord for such costs within ten (10) days after being billed for the same.

ARTICLE 9

COVENANT AGAINST LIENS

Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Real Property, the Building or the Premises, and any and all liens and encumbrances created by Tenant shall attach to Tenant’s interest only, and no work performed by, through, under or for Tenant pursuant to this Lease shall be deemed to be for the immediate use or benefit of Landlord to the end that no mechanic’s or other liens shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve the Premises. Landlord shall have the right at all times to post and keep posted on the Premises any notice which it deems necessary for protection from such liens. Tenant shall not cause or permit any lien of mechanics or materialmen or others to be placed against the Real Property, the Building or the Premises with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching or notice of any lien, Tenant shall cause it to be immediately released and removed of record. If any such lien is not released and removed within ten (10) business days after notice of such lien is delivered by Landlord to Tenant, then Landlord may, at its option, take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all sums, costs and expenses, including reasonable attorneys’ fees and costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall immediately be due and payable by Tenant.

ARTICLE 10

INDEMNIFICATION AND INSURANCE

Bodily Injury and $5,000,000 each occurrence

Property Damage Liability $10,000,000 annual aggregate

Personal Injury Liability $5,000,000 each occurrence

$10,000,000 annual aggregate 0% Insured's participation

ARTICLE 11

DAMAGE AND DESTRUCTION

shell, and core of the Building and common areas of the Real Property prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Real Property and/or the Building, or the lessor of a ground or underlying lease with respect to the Building (if any), or any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Notwithstanding any other provision of this Lease, upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under Sections 10.3.2 above, and Landlord shall repair any damage to the tenant improvements and alterations installed within the Building and shall return such tenant improvements and alterations to their original condition; provided that if the costs of such repair of such tenant improvements and Alterations by Landlord exceeds the amount of insurance proceeds received by Landlord therefor from Tenant's insurance carrier, as assigned by Tenant, the excess costs of such repairs shall be paid by Tenant to Landlord prior to Landlord's repair of the damage. If Landlord elects not to rebuild and/or restore the Premises, Tenant shall entitled to retain, and shall not be obligated to assign to Landlord, that portion of the insurance proceeds payable to Tenant under Tenant's insurance required under Sections 10.3.2 above that pertain solely to Tenant's coverage for improvements and/or alterations within the Premises that are paid for solely by Tenant with monies that are other than any tenant improvement allowances provided to Tenant by Landlord (provided, however, for avoidance of doubt, Tenant shall assign to Landlord all other insurance proceeds as set forth hereinabove). In connection with such repairs and replacements of any such tenant improvements and alterations, Tenant shall, prior to Landlord's commencement of such improvement work, submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall designate the contractors to perform such improvement work (as such contractors may be approved by Tenant, with any such approval not to be unreasonably withheld, conditioned or delayed). Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant's occupancy, and if such damage is not the result of the willful misconduct of Tenant or Tenant's employees, contractors, licensees, or invitees, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant's Share of Operating Expenses, Tax Expenses and Utilities Costs, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof.

(90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, and one or more of the following conditions is present: (i) Landlord's Restoration Work cannot, in the reasonable opinion of Landlord as set forth in Landlord's Damage Notice, be substantially completed within one hundred eighty (180) days after the date of such damage (when such repairs are made without the payment of overtime or other premiums, unless Tenant agrees, in writing, prior to Landlord's determination, to be responsible for any such increase in costs, and pays such costs upon request); (ii) the holder of any mortgage on the Real Property and/or the Building or ground or underlying lessor with respect to the Real Property and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies (unless Tenant agrees, in writing, prior to Landlord's determination, to be responsible for any such incremental amounts that are not covered, and deposits such amounts with Landlord upon request). If

(A) Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, (B) the damage constitutes a Tenant Damage Event (as defined below), and (C) Landlord's Restoration Work cannot, in the reasonable opinion of Landlord as set forth in Landlord's Damage Notice, be substantially completed within two hundred ten (210) days after the date of the damage, then Tenant may elect to terminate this Lease by delivering written notice thereof to Landlord within fifteen (15) days after Tenant's receipt of Landlord's Damage Notice, which termination shall be effective as of the date of such termination notice thereof to Landlord. As used herein, a "Tenant Damage Event" shall mean damage to all or any part of the Premises or any common areas of the Building providing access to the Premises by fire or other casualty, which damage (1) is not the result of the negligence or willful misconduct of Tenant or any of Tenant's employees, agents, contractors, licensees or invitees, (2) substantially interferes with Tenant's use of or access to the Premises and (3) would entitle Tenant to an abatement of Rent pursuant to Section 11.1 above. In addition, if (x) the Premises, the Building or any portion of the Real Property is destroyed or damaged to any substantial extent during the last twelve (12) months of the Lease Term, (y) Tenant has not exercised any Extension Option that is still in effect, and does not exercise any such Extension Option within thirty (30) days after the date of Landlord's Damage Notice, and (3) Landlord's Restoration Work is reasonably estimated by Landlord in Landlord's Damage Notice to require more than sixty (60) days or the remainder of the Lease Term (whichever is less) to complete, then notwithstanding anything contained in this Article 11, Landlord shall have the option to terminate this Lease, and to the extent that such destruction or damage also constitutes a Tenant Damage Event, Tenant shall have the option to terminate this Lease, by giving written termination notice to the other party of the exercise of such option within thirty (30) days after such damage or destruction, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 11.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be discharged of all further obligations under this Lease, except for those obligations which expressly survive the expiration or earlier termination of the Lease Term.

Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or any other portion of the Real Property.

ARTICLE 12

CONDEMNATION

ARTICLE 13

COVENANT OF QUIET ENJOYMENT

Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

Transferee is approved or reasonably disapproved within thirty (30) days after Landlord's receipt of Tenant's Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent:

this Lease;

If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 below), Tenant may within six (6) months after Landlord's consent, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 above, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 below).

(iv) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant

relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord's costs of such audit.

Lease.

"Control", as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

ARTICLE 15

SURRENDER; OWNERSHIP AND REMOVAL OF PERSONAL PROPERTY

and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and the Building resulting from such removal.

ARTICLE 16

HOLDING OVER

If Tenant holds over after the expiration of the Lease Term hereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease. Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. Landlord hereby expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom.

ARTICLE 17

ESTOPPEL CERTIFICATES

Within ten (10) days following a request in writing by Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be in the form as may be required by any prospective mortgagee or purchaser of the Real Property (or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's Mortgagee or Landlord's prospective mortgagees. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. If Tenant fails to timely execute and deliver such estoppel certificate or other instruments, which failure continues for two (2) business days after Landlord provides a second (2nd) request in writing by Landlord, it shall (i) constitute an acceptance of the Premises, (ii) an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception and , (iii) be a material default of the provisions of this Lease. In addition, Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys' fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such estoppel certificate within two (2) business days after such second (2nd) request in writing by Landlord. Upon request from time to time, Tenant agrees to provide to Landlord, within ten (10) days after Landlord's delivery of written request therefor, current financial statements for Tenant, dated no earlier than one (1) year prior to such written request, certified as accurate by Tenant or, if available, audited financial statements prepared by an independent certified public accountant with copies of the auditor's statement. If any guaranty is executed in connection with this Lease, Tenant also agrees to deliver to Landlord, within ten (10) days after Landlord's delivery of written request therefor, current financial statements of the guarantor in a form consistent with the foregoing criteria. Notwithstanding the foregoing to the contrary, if Tenant is a public company whose stock is publicly held and traded through a national stock exchange, then Tenant shall not have the obligation to deliver to Landlord financial statements as provided hereinabove so long as Tenant's financial statements are made readily available to Landlord and can be accessed by the general public via the internet.

ARTICLE 18

SUBORDINATION

This Lease is subject and subordinate to all present and future ground leases of the Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease, require in writing that this Lease be superior thereto. Landlord represents that, as of the date of mutual execution and delivery of this Lease, Landlord has not entered into any mortgages or deeds of trust affecting the Real Property. Tenant covenants and agrees if any proceedings are brought for the foreclosure of any such mortgage, or if any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease. Notwithstanding any contrary provision in this Article 18, a condition precedent to the subordination of this Lease to any future ground or underlying lease or to the lien of any future Mortgage is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement ("Future SNDA")

from the mortgagee under such future mortgage or the lessor under such future lease, to the effect that no steps or proceedings taken by reason of Landlord’s default under such future mortgage or lease shall terminate this Lease, nor shall Tenant be named a defendant in any proceedings for foreclosure of such mortgage or termination of any such lease, nor be disturbed by virtue of such step or proceedings, as long as there shall be no uncured default by Tenant under this Lease. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably request to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, or ground leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

ARTICLE 19

TENANT'S DEFAULTS; LANDLORD'S REMEDIES

(i) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

The term "rent" as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Sections 19.2.1(i) and (ii), above, the "worth at the time of award" shall be computed by allowing interest at the Interest Rate set forth in Section 4.5 above. As used in Section 19.2.1(iii) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

ARTICLE 20

INTENTIONALLY DELETED

ARTICLE 21

COMPLIANCE WITH LAW

"A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises."

In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Premises, the Building and/or the Real Property to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws now or hereafter in effect, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection of the Premises, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before the date which is thirty (30) days after the earlier to occur of (1) the Delivery Date, and (2) the Lease Commencement Date; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, the Building or the Real Property in any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to Landlord within two (2) business days after Tenant's receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Real Property located outside the Premises that are Landlord's obligation to repair as set forth in this Lease, then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from Landlord.

ARTICLE 22

ENTRY BY LANDLORD

Upon not less than one (1) business days’ prior notice (except no such prior notice shall be required in case of emergency), Landlord reserves the right, at all reasonable times, to enter the Premises to: (i) inspect them; (ii) show the Premises to (A) prospective purchasers or mortgagees, (B) prospective tenants (but only during the last twelve

(12) months of the Lease Term hereof or any renewal thereof), or (C) the ground lessors; (iii) post notices of non- responsibility; or (iv) alter, improve or repair the Premises or the Building if necessary to comply with current building codes or other applicable laws, or for structural alterations, repairs or improvements to the Building, or as Landlord may otherwise reasonably desire or deem necessary. Notwithstanding anything to the contrary contained in this Article 22, Landlord may enter the Premises at any time, without notice to Tenant, in emergency situations and/or to perform other services required of Landlord pursuant to this Lease. Except as otherwise set forth in this Article 22, all such entries shall be subject to the following: (1) except as otherwise expressly set forth in this Lease, Landlord shall provide not less than one (1) business days’ prior verbal or written notice to Tenant (except in the case of emergencies, when no notice shall be required), and Landlord shall use commercially reasonable efforts to schedule entries into the Premises under this Section 22 with Tenant (except if not reasonably practicable in emergencies) so that Tenant, at Tenant's option, may provide an employee or a representative of Tenant to accompany Landlord; (2) at Tenant’s option, the Landlord representative making such entry shall be accompanied by a representative of Tenant if such representative is made available by Tenant for such purpose, provided, however, if Tenant shall not be personally present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or permitted thereunder, Landlord may enter by means of master key without liability to Tenant, except for any failure to exercise due care for Tenant's property, and without affecting this Lease; (3) Landlord shall use commercially reasonable efforts to minimize any unreasonable interference with Tenant's access to, and use and occupancy of, the Premises for the permitted uses set forth in Section 5.1 of this Lease as a result of the exercise of Landlord's rights set forth in this Article 22; and (4) with respect to repairs and alterations to the Premises, if requested by Tenant, Landlord shall use commercially reasonable efforts to make such repairs and alterations after normal business hours (except if required by applicable laws, government regulations and/or emergencies), provided that Landlord shall not be required to employ labor at overtime rates. Any such entries shall be without the abatement of Rent and shall include the right to take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, except as otherwise provided in Section 6.6 above. For each of the above purposes, Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant's vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shall have the right to enter without notice and use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises.

ARTICLE 23

PARKING

Throughout the Lease Term, Tenant shall have the right to exclusively use, free of parking charges, all of the Surface Parking Areas. Tenant's continued right to use the parking spaces is conditioned upon (i) Tenant abiding by

(A) the Parking Rules and Regulations which are in effect on the date hereof, as set forth in the attached Exhibit D and all modifications and additions thereto which are prescribed from time to time for the orderly operation and use of the Surface Parking Areas by Landlord, (B) unless contrary to the express provisions of this Lease, all rules and regulations which are prescribed from time to time by any common area association of the Real Property (if any) having rights over the Surface Parking Areas, and (C) all recorded covenants, conditions and restrictions affecting the Building and/or the Real Property (including, without limitation, the CC&R's), and (ii) upon Tenant's cooperation in seeing that Tenant's employees and visitors also comply with the Parking Rules and Regulations (and all such modifications and additions thereto, as the case may be), any such other rules and regulations and covenants, conditions and restrictions. Landlord specifically reserves the right to change the size, configuration, design, layout, location and all other aspects of the Surface Parking Areas with Tenant’s consent, not to be unreasonably withheld, Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, with advance notice to Tenant, temporarily close-off or restrict access to the Surface Parking Areas, portions thereof and/or temporarily relocate Tenant's parking spaces to other parking structures and/or surface parking areas within a reasonable distance of the Premises without charge to Tenant (collectively, the "Other Parking Facilities"), as reasonably necessary for the purpose of facilitating any such construction and/or alterations and/or repairs of the Surface Parking Areas (but during any such construction and/or alterations and/or repairs, Landlord shall make available to Tenant at the Surface Parking Areas or such Other Parking Facilities the number of unreserved parking spaces allocated to Tenant as set forth in Section 12 of the Summary). Any parking tax or other charges imposed by governmental authorities in connection with the use of such parking shall be paid directly by Tenant or the parking users, or, if directly imposed against Landlord, Tenant shall reimburse Landlord for all such taxes and/or charges within ten (10) days after Landlord's demand therefor. The parking rights provided to Tenant pursuant to this Article 23 are provided solely for use by Tenant's own personnel and such rights may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord's prior approval, except in connection with an assignment of this Lease or sublease of the Premises made in accordance with Article 14 above.

ARTICLE 24

MISCELLANEOUS PROVISIONS

mortgage lender as additional security but such assignment shall not release Landlord from its obligations hereunder and Tenant shall continue to look to Landlord for the performance of its obligations hereunder.

thereof, and none thereof shall be used to interpret or construe this Lease. This Lease and any side letter or separate agreement executed by Landlord and Tenant in connection with this Lease and dated of even date herewith contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Premises, shall be considered to be the only agreement between the parties hereto and their representatives and agents, and none of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Lease.

(2) be grounds for Tenant to abate any portion of Base Rent due pursuant to this Lease, or entitle either party to terminate this Lease, except as allowed pursuant to Articles 11 and 12 above, (3) excuse Tenant's obligations under Articles 5 and 21 above and/or the Tenant Work Letter, (4) extend the time period for Tenant to vacate the Premises following the expiration of the Lease Term, (5) excuse Tenant's obligations under Section 10.2 to maintain the required insurance, or (6) extend or delay the occurrence of the Lease Commencement Date or extend the Lease Term.

any notice be a default that is not subject to cure, and Tenant agrees that upon the occurrence of any such default, Landlord may elect, in its sole discretion, to exercise all of its rights and remedies under this Lease, at law or in equity with respect to such default.

shall have the right, after providing Tenant with written notice, to conduct such tests and/or inspections of the Rooftop Equipment as Landlord may determine are reasonably necessary from time to time to ensure that Tenant is complying with the terms of this Section 24.34, and Tenant shall pay for the reasonable cost of such tests if Hazardous Materials use is found to have occurred in violation of this Lease.

(ii) Tenant's compliance with all applicable laws and the provisions of this Section 24.35 and the other provisions of this Lease, and (iii) the provisions of, and Tenant's compliance with and obtaining all approvals required under, all covenants, conditions and restrictions recorded against the Real Property, from and after the Delivery Date, Tenant shall have the right, at Tenant's sole cost and expense and subject to the provisions of this Section 24.35, to install one

(1) back-up emergency generator in a location reasonably approved by Landlord within the Outside Areas (the "Generator Site"), together with such platforms, fencing, enclosures, sheds and other related materials and equipment, as shall be approved by Landlord prior to installation (collectively, the "Generator"). The Generator shall be of such size and specifications as shall be approved by Landlord prior to installation, which approval may be granted or denied in Landlord's reasonable discretion. In addition, Tenant shall have the right, subject to available capacity of the Building, to install such connection equipment, such as conduits, cables, risers, feeders and materials (collectively, the "Connecting Equipment") in the shafts, ducts, conduits, chases, utility closets and other facilities of the Building as is reasonably necessary to connect the Generator to the Premises, and Tenant's other machinery and equipment therein, subject, however, to the provisions of Section 24.35.3 below. Tenant shall also have the right of access to the areas where the Generator and any such Connecting Equipment are located for the purposes of maintaining, repairing, testing and replacing the same.

(ii) constructing any improvements or performing any other work in such areas pursuant to and in accordance with the provisions of this Section 24.35. Tenant, at Tenant's sole cost and expense, shall maintain the Generator Equipment and install such enclosures, fencing and other protective equipment on or about the Generator Equipment as Landlord may reasonably determine.

such noncompliance, then Tenant shall be deemed in default under this Lease, notwithstanding any other notice or cure provided in Article 19 above or otherwise in this Lease, and in addition to all other remedies Landlord may have under this Lease, Tenant shall, upon notice from Landlord, immediately discontinue its use of that portion of the Generator Equipment to which such noncompliance relates, and make such repairs and restoration as required under Section 24.35.11 below with respect thereto.

[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

"Landlord":

A&M PEAK FIRST STREET, LLC,

a Delaware limited liability company

By: /s/ Hugh Hilton

Name: Hugh Hilton

Its: Authorized Signatory

"Tenant":

NETGEAR, INC.,

a Delaware corporation

By: /s/ Bryan Murray

Name: Bryan Murray

Its: CFO

By: /s/ Kirsten Daru

Name: Kirsten Daru

Its: General Counsel

*** If Tenant is a CORPORATION, the authorized officers must sign on behalf of the corporation and indicate the capacity in which they are signing. The Lease must be executed by the president or vice president and the secretary or assistant secretary, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which event, the bylaws or a certified copy of the resolution, as the case may be, must be attached to this Lease.

EXHIBIT A

OUTLINE OF FLOOR PLAN OF PREMISES

First Floor

Second Floor

EXHIBIT A-1

LEGAL DESCRIPTION

EXHIBIT A-2

SITE PLAN

EXHIBIT A-3

LOCATION OF EV CHARGING STATIONS

EXHIBIT B

TENANT WORK LETTER

This Tenant Work Letter ("Tenant Work Letter") shall set forth the terms and conditions relating to the construction of the Premises. All references in this Tenant Work Letter to "the Lease" shall mean the relevant portions of the Lease to which this Tenant Work Letter is attached as Exhibit B.

SECTION 1

GENERAL CONSTRUCTION OF THE PREMISES

On the Delivery Date, Landlord shall tender possession of the Premises to Tenant in its presently existing, "as-is" condition, subject to the terms of the Lease. Tenant shall install in the Premises certain Tenant Improvements (as defined below) pursuant to the provisions of this Tenant Work Letter. Except (i) as otherwise expressly provided in the Lease and (ii) for Landlord's obligation to disburse the Tenant Improvement Allowance as described below, Landlord shall not be obligated to make or pay for any alterations or improvements to the Premises, Building or Real Property.

SECTION 2

TENANT IMPROVEMENTS

(ii) $1,500,000.00 (the "HVAC Tenant Improvement Allowance”) to help Tenant pay for the costs to install HVAC equipment to serve the Building (the "HVAC Tenant Improvements"), and (iii) $120,000.00, (the "FF&E Allowance") to help reimburse Tenant for the costs actually incurred and paid for by Tenant for purchasing, moving and installing furniture, trade fixtures and equipment in the Premises (the “FF&E Work”, and together with the Premises Tenant Improvements and the HVAC Tenant Improvements, collectively, the "Tenant Improvements"); provided, however, that Tenant must submit all Draw Requests (as defined below) to Landlord on or prior to the date that is eighteen (18) months after the Delivery Date (the "Outside Date"), and Landlord shall have no obligation to disburse (i) any portion of the applicable Tenant Improvement Allowance with respect to the costs of any Tenant Improvements incurred by Tenant prior to the date of mutual execution and delivery of the Lease or after the Outside Date, and/or (ii) any portion of the applicable Tenant Improvement Allowance with respect to any Draw Requests delivered by Tenant after the Outside Date (or with respect to any other request by Tenant for Landlord to disburse the applicable Tenant Improvement Allowance after the Outside Date). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount that exceeds the Tenant Improvement Allowance. Except as otherwise provided hereinbelow, Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance that is not used to pay for the Tenant Improvement Allowance Items (as defined below). Tenant may not cross-fund between the Premises Improvement Allowance, the HVAC Improvement Allowance and the FF&E Allowance, except as otherwise expressly provided in Section 2.2.1.11 below; provided, however, that Tenant may use the Premises Improvement Allowance to pay for HVAC Tenant Improvements. Notwithstanding the foregoing to the contrary, if the total costs that are incurred in connection with the design, permitting and construction of the Tenant Improvements are less than the Tenant Improvement Allowance, then Tenant may elect by written notice (the "Credit Notice") delivered to Landlord prior to the Outside Date, to receive a portion of the then-unused balance of the Tenant Improvement Allowance in an amount up to, but not exceeding, $3,129,315.00 as a credit against the Base Rent payable by Tenant under the Lease ("Base Rent Credit Amount"). If Tenant fails to deliver the Credit Notice prior to the Outside Date, then any such unused amounts of the Tenant Improvement Allowance shall revert to Landlord and Tenant shall have no further rights with respect thereto. If Tenant properly and timely elects to have the Base Rent Credit Amount applied as a credit to the Base Rent, then the Base Rent Credit Amount shall be applied to the next monthly installment(s) of Base Rent otherwise due and payable by Tenant for the Premises, until the Base Rent Credit Amount is fully applied. In addition to the Allowance, Landlord shall, within thirty (30) days after Landlord's receipt of an invoice and paid receipts therefor from Tenant, reimburse Tenant for all actual, out-of-pocket costs incurred and paid for by Tenant for the preparation of a test fit or initial space plan for the Tenant Improvements in an amount up to, but not exceeding,

$13,411.35 (the "Test-Fit Allowance"); provided, however, that Landlord shall have no such obligation to disburse

the Test-Fit Allowance to Tenant unless Landlord receives such invoice and paid receipts on or prior to the Outside Date.

2.2.1.1 Payment of (i) the fees of the Architect and the Engineers (as such terms are defined below), and (ii) the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings (as defined below);

2.2.1.2 The payment of plan check, permit and license fees relating to construction of

the Tenant Improvements;

2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors' fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage.

2.2.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;

2.2.1.5 The cost of (i) any changes to the Construction Drawings by Landlord or Tenant, and (ii) any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, "Code");

2.2.1.6 Sales and use taxes;

2.2.1.7 The costs and expenses associated with complying with all national, state and local codes, including, but not limited to, California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby;

2.2.1.8 The Coordination Fee (as defined below);

2.2.1.9 actual and documented out-of-pocket costs incurred and paid for by Tenant in connection with moving into the Premises; and

2.2.1.10 All other costs to be expended by Landlord in connection with the design, permitting and construction of the Tenant Improvements.

2.2.1.11 In addition, up to thirty percent (30%) of the Tenant Improvement Allowance can be utilized by Tenant for the FF&E Work, cabling and equipment (i.e., the entire $120,000.00 FF&E Allowance plus an additional $3,316,497.00 of the remainder of the Tenant Improvement Allowance).

2.2.2 Disbursements Prior to Final Retention.

2.2.2.1 To receive disbursements of the Tenant Improvement Allowance prior to disbursement of the Final Retention (as defined below), Tenant shall deliver to Landlord, on or before the twenty- fifth (25th) day of each calendar month during the construction of the Tenant Improvements, the following (collectively, a "Draw Request"): (i) a request for payment of the Contractor, as defined below (or reimbursement to Tenant if Tenant has already paid the Contractor or any other person or entity entitled to payment, and Tenant delivers to Landlord paid receipts evidencing such payment by Tenant), approved by Tenant, in a form required by the construction contract and reasonably approved by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements, and detailing the portion of the work completed and the portion not completed; (ii) invoices from all of Tenant's Agents (as defined below) for labor rendered and materials delivered to the Premises; and (iii) executed unconditional mechanic's lien releases, except as otherwise described below, from all of Tenant's Agents for the portion of the Tenant Improvements which is the subject of the Draw Request which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132 through 8138 (which releases with respect to Landlord's "pro rata share" of such Draw Request may be conditional mechanic's lien releases and at Tenant's option, such releases may be conditional or unconditional mechanic's lien releases with respect to Tenant's "pro rata share", if applicable, of such Draw Request), together with unconditional mechanic's lien releases with respect to any previous Draw Request that did not contain unconditional lien releases. Tenant's Draw Request shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's Draw Request as between Landlord and Tenant.

2.2.2.2 On or before the thirtieth (30th) day following Landlord's receipt of the applicable monthly Draw Request from Tenant, Landlord shall deliver a check to the Contractor made payable to the Contractor (and/or a separate check made payable directly to Tenant for that portion, if any, of the requested amount representing reimbursement to Tenant of amounts previously paid directly by Tenant to the Contractor or any other person or entity entitled to payment as described in Section 2.2.2.1(i) above) in payment of the lesser of (i) the amounts so requested by Tenant in the Draw Request, as set forth in Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention") (provided, however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold [but will not withhold] pursuant to its construction contract with the Contractor, and no such retention shall be applicable to the Non-Construction Allowance Items, as defined below), and (ii) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any Draw Request based on material non-compliance of any work with the Approved

Working Drawings. If Landlord identifies any such material non-compliance with the Approved Working Drawings, Landlord shall provide Tenant with a detailed statement identifying the same, and Tenant shall cause such work to be corrected to eliminate such material non-compliance.

2.2.2.3 Notwithstanding the foregoing to the contrary, if there is an Over-Allowance Amount required to be paid by Tenant pursuant to Section 4.2 below for any such monthly disbursement pertaining to an applicable Draw Request, Landlord shall only be required to make a disbursement equal to Landlord's pro rata share of the Tenant Improvement Allowance (less a ten percent (10%) retention) and only after Tenant has paid its pro rata share of the Over-Allowance Amount for such Draw Request and all previous Draw Requests directly to the Contractor and/or any other party entitled to payment. For purposes hereof, Landlord's pro rata share for each such disbursement amount of the Tenant Improvement Allowance shall equal the percentage resulting from dividing the Tenant Improvement Allowance (less sums already disbursed for any Non-Construction Allowance Items) by the total cost of the Tenant Improvement Allowance Items (less sums already disbursed for any Non-Construction Allowance Items) as estimated in the Final Costs Statement as defined in and delivered pursuant to Section 4.2.1 below (as may be revised from time to time), and Tenant's pro rata share for each such disbursement of the Over-Allowance Amount shall equal the Over-Allowance Amount divided by such total cost of the Tenant Improvement Allowance Items (less sums already disbursed for any Non-Construction Allowance Items).

2.2.2.4 Notwithstanding the foregoing provisions of this Section 2.2.2 to the contrary, with respect to fees and expenses of the Architect, Engineers and any other pre-construction items pertaining to the Tenant Improvements for which the payment scheme set forth hereinabove is not applicable (collectively, the "Non- Construction Allowance Items"), Landlord shall make disbursements of the Tenant Improvement Allowance therefor on a monthly basis following Landlord's receipt of invoices and other reasonable evidence that Tenant has incurred the costs for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs, in which event conditional lien releases must be submitted in connection with such costs) and such other information and documentation reasonably required by Landlord. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request.

2.2.3 Final Retention. Subject to the provisions of this Tenant Work Letter, the Final Retention shall be paid by Landlord following the completion of construction of the Tenant Improvements and Tenant's compliance with the provisions of Section 4.3 below. The Final Retention shall be made directly to the Contractor (except a separate check shall be delivered and made payable to Tenant for that portion, if any, of the Final Retention representing reimbursement to Tenant of amounts previously paid directly by Tenant to the Contractor or any other person or entity entitled to payment as described in Section 2.2.2.1(i) above). It shall be a condition precedent to Landlord's obligation to pay the Final Retention that (A) Tenant delivers to Landlord properly executed unconditional mechanics' lien releases in compliance with California Civil Code Sections 8132 through 8138 (provided, however, that final conditional mechanics’ lien releases will be required from the Contractor for the Final Retention), and

(B) Landlord has not determined and notified Tenant in writing that material substandard work exists.

2.2.4 Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items.

SECTION 3

CONSTRUCTION DRAWINGS

3.1 Selection of Architect/Construction Drawings. Tenant shall retain the architect/space planner (the "Architect") and engineering consultants (the "Engineers") approved by Landlord, which approval shall not be unreasonably withheld, to prepare the Construction Drawings. The Engineers shall prepare all plans and engineering working drawings relating to the structural, acoustical, mechanical, electrical, plumbing, HVAC, lifesafety, sprinkler and any other work required in the Premises. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the "Construction Drawings." All Construction Drawings shall comply with the drawing format and specifications reasonably determined by Landlord, and shall be subject to Landlord's approval. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings.

3.2 Final Space Plan. A preliminary space plan is attached hereto as Schedule 1. Tenant shall supply Landlord with two (2) copies signed by Tenant of its final space plan for the Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (the "Final Space Plan") shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord's receipt of the Final Space Plan for the Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly (i) cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require, and (ii) deliver such revised Final Space Plan to Landlord.

3.3 Final Working Drawings. After the Final Space Plan has been approved by Landlord and Tenant,

Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the Premises, and cause the Architect to compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits for the Tenant Improvements (collectively, the "Final Working Drawings"), and shall submit the same to Landlord for Landlord's approval. Tenant shall supply Landlord with two (2) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within ten (10) business days after Landlord's receipt of the Final Working Drawings for the Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly (i) revise the Final Working Drawings in accordance with such review and any disapproval of Landlord in connection therewith, and (ii) deliver such revised Final Working Drawings to Landlord.

3.4 Approved Working Drawings. The Final Working Drawings shall be approved by Landlord (the "Approved Working Drawings") prior to the commencement of construction of the Premises by Tenant. After approval by Landlord of the Final Working Drawings, Tenant shall promptly submit the same to the appropriate governmental authorities for all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant's responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which approval shall not be unreasonably withheld.

SECTION 4

CONSTRUCTION OF THE TENANT IMPROVEMENTS

the Recorder of the County in which the Real Property is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense, or require Tenant's Contractor to do the same. At the conclusion of construction,

(i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the "record-set" of as-built drawings are true and correct, which certification shall survive the expiration or termination of the Lease, (C) to deliver to Landlord as-built drawings in PDF and CAD format via an FTP site or comparable e-file transfer link, and (D) to deliver to Landlord the Approved Working Drawings in PDF and CAD format via an FTP site or comparable e-file transfer link, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises, and all other items included in the Contractor's Rules and Regulations Closing Package Requirements.

SECTION 5

MISCELLANEOUS

5.1 Tenant's Representative. Tenant has designated Wylea Kirkpatrick as its sole representative with respect to the matters set forth in this Tenant Work Letter, who shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.

5.2 Landlord's Representative. Landlord has designated Mark Velarde as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

5.3 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a "number of days" or the term "days" shall mean and refer to calendar days (as opposed to business days). If any item requiring approval is timely disapproved by Landlord or Tenant, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord or Tenant, as applicable.

5.4 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if (i) an event of default by Tenant of this Tenant Work Letter or the Lease has occurred at any time on or before the substantial completion of the Tenant Improvements, (ii) Landlord receives notice of a lien affecting the Premises and/or Real Property or any portion thereof that relates to the construction of the Tenant Improvements, and/or (iii) Tenant fails to timely deliver any items required pursuant to Section 2.2.2.1 above and/or timely pay any Over- Allowance Amount, then (A) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, at law and/or in equity Landlord shall have the right to withhold payment of all or any portion of the Tenant Improvement Allowance and/or Landlord may cause the cessation of construction of the Tenant Improvements and any other work required to be performed by Landlord pursuant to this Tenant Work Letter (in which case, a Tenant Delay shall occur for any delay in the substantial completion of the Tenant Improvements caused by such work stoppage, without any Tenant Delay Notice or Tenant Delay Grace Period being applicable), and (B) all other obligations of Landlord under the terms of this Tenant Work Letter shall be deferred, until such time as such default is cured and/or violation described hereinabove is resolved, as the case may be (in which case, a Tenant Delay shall occur for any delay in the substantial completion of the Tenant Improvements caused by such inaction by Landlord, without any Tenant Delay Notice or Tenant Delay Grace Period being applicable). In addition, if the Lease is terminated prior to the Lease Commencement Date, due to a default by Tenant as described in Section 19.1 of the Lease or under this Tenant Work Letter, in addition to any other remedies available to Landlord under the Lease, at law and/or in equity, Tenant shall pay to Landlord, as Additional Rent under the Lease, within five (5) days after Tenant's receipt of a statement therefor, all costs (if any) incurred by Landlord (including any portion of the Tenant Improvement Allowance disbursed by Landlord) and not reimbursed or otherwise paid by Tenant through the date of such termination in connection with the Tenant Improvements to the extent planned, installed and/or constructed as of such date of termination, including, but not limited to, any costs related to the removal of all or any portion of the Tenant Improvements and restoration costs related thereto.

5.5 Electronic Mail. Any notices, demands, statements or communications given, or required to be given, by one party to the other pursuant to this Tenant Work Letter, may be given: (i) by e-mail to Tenant at "wkirkpatrick@netgear.com", Attention: Wylea Kirkpatrick, and (ii) by e-mail to Landlord at "aweinbaum@amcapitalre.com", Attention: Adam Weinbaum and mvelarde@amcapitalre.com”, Attention: Mark Velarde; or such other e-mail address as Tenant or Landlord may provide to the other, in writing, as the case may be.

SCHEDULE 1

PRELIMINARY SPACE PLAN

EXHIBIT C

INTENTIONALLY DELETED

EXHIBIT D

RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the following Rules and Regulations and the Parking Rules and Regulations.

PARKING RULES AND REGULATIONS

Tenant shall be responsible for the observance of all of the Rules and Regulations and Parking Rules and Regulations in this Exhibit D by Tenant's employees, agents, clients, customers, invitees and guests. Landlord may waive any one or more of the Rules and Regulations and/or Parking Rules and Regulations for the benefit of any particular occupant of the Surface Parking Areas, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations and/or Parking Rules and Regulations in favor of any other occupant of the Surface Parking Areas, nor prevent Landlord from thereafter enforcing any such Rules or Regulations and/or Parking Rules and Regulations against any or all other occupants of the Surface Parking Areas. Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations and/or the Parking Rules and Regulations, or to make such other and further reasonable Rules and Regulations and/or Parking Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises, the Building and the Real Property, and for the preservation of good order therein, as well as for the convenience of other occupants therein. Tenant shall be deemed to have read these Rules and Regulations and Parking Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. In the event of a conflict between the terms of this Exhibit D and the Lease, the terms of the Lease shall prevail.

EXHIBIT E

LIST OF PERMITTED HAZARDOUS MATERIALS

EXHIBIT F-1

CERTAIN OF TENANT’S MAINTENANCE AND REPAIR OBLIGATIONS

EXHIBIT F-2

LANDLORD’S MAINTENANCE AND REPAIR OBLIGATIONS

EXTENSION OPTION RIDER

This Extension Option Rider ("Extension Rider") is attached to and made a part of the Lease by and between Landlord and Tenant. The agreements set forth in this Extension Rider shall have the same force and effect as if set forth in the Lease. To the extent the terms of this Extension Rider are inconsistent with the terms of the Lease, the terms of this Extension Rider shall control.

(ii) Landlord, after receipt of the applicable Tenant's Interest Notice, shall deliver notice (the "Option Rent Notice") to Tenant not less than ten (10) business days after Tenant delivers the Interest Notice to Landlord, setting forth the applicable Option Rent; and (iii) if Tenant wishes to exercise the applicable Extension Option, Tenant shall, on or before the date (the "Exercise Date") which is nine (9) months prior to the expiration of the initial Lease Term, or the first Option Term, as the case may be, exercise the applicable Extension Option by delivering written notice ("Exercise Notice") thereof to Landlord. Concurrently with Tenant's delivery of the applicable Exercise Notice, Tenant may object, in writing, to Landlord's determination of the Fair Market Rental Rate for the applicable Option Term set forth in the Option Rent Notice therefor, in which event such Fair Market Rental Rate shall be determined pursuant to Section 4 below. If Tenant timely delivers the applicable Exercise Notice for the applicable Extension Option but fails to timely object in writing to Landlord's determination of the Fair Market Rental Rate set forth in the applicable Option Rent Notice therefor, then Tenant shall be deemed to have accepted Landlord's determination thereof and the following provisions of Section 4 shall not apply with respect to such applicable Option Term. Tenant's failure to deliver the applicable Interest Notice or applicable Exercise Notice on or before the applicable delivery dates therefore specified hereinabove shall be deemed to constitute Tenant's waiver of such applicable Extension Option and any subsequent Extension Option.

LETTER OF CREDIT RIDER

This LETTER OF CREDIT RIDER ("LC Rider") is made and entered into by and between A&M PEAK FIRST STREET, LLC, a Delaware limited liability company ("Landlord"), and NETGEAR, INC., a Delaware corporation ("Tenant"), and is dated as of the date of the Lease ("Lease") between Landlord and Tenant to which this LC Rider is attached and forms an integral part of the Lease. The agreements set forth in this LC Rider shall have the same force and effect as if set forth in the Lease. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Lease. To the extent the terms of this LC Rider are inconsistent with the terms of the Lease, the terms of this LC Rider shall control.

(120) days after the Lease Expiration Date (the "LC Expiration Date"); provided, however, if Tenant exercises its Extension Option(s) pursuant to the Extension Option Rider attached to the Lease then, not later than one hundred twenty (120) days prior to the commencement of each applicable Option Term, Tenant shall deliver to Landlord a new Letter of Credit or certificate of renewal or extension evidencing the LC Expiration Date as one hundred twenty (120) days after the expiration of such applicable Option Term; (iii) be subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590; (iv) be fully assignable by Landlord; and (v) permit partial and multiple draws. In addition to the foregoing and any other rights set forth below, the form and terms of the Letter of Credit shall provide, among other things, in effect that: (A) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if (1) Tenant has failed to timely pay or perform any of its obligations under the Lease, (2) the Bank delivers written notice to Landlord that the Letter of Credit will not be extended beyond the current expiration date thereof which would result in the Letter of Credit expiring prior to the LC Expiration Date (which the Bank shall only have the right to do if it provides Landlord with such notice at least sixty (60) days' prior to such current expiration date), (3) Tenant has filed a voluntary petition under the Federal Bankruptcy Code, (4) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, (5) the Lease was rejected or deemed rejected in any proceeding under the Federal Bankruptcy Code, (6) Tenant enters into an assignment for the benefit of creditors or is the subject any receivership, conservatorship, or similar proceedings or otherwise becomes insolvent, or (7) Tenant has sold substantially all its assets or suffered a foreclosure of substantially all its assets by any party, it being understood that if Landlord or its managing agent is a limited liability company, corporation, partnership or other entity, then statements that may be required by the Letter of Credit shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); and (B) the Letter of Credit will be honored by the Bank without inquiry as to the accuracy of any statements made by Landlord or whether any defaults exist under the Lease and regardless of whether the Tenant disputes the content of such statements or default. Tenant shall have no right to replace the Letter of Credit without Landlord's express written consent which may be withheld by Landlord in its sole and absolute discretion.

Reduction Date Amount of Reduction Revised LC Amount

Last day of the sixtieth (60th) month $1,155,084.95 $844,915.05

of the initial Lease Term

EXHIBIT 1 TO LC RIDER

______________________

______________________

______________________

Contact Phones:

IRREVOCABLE LETTER OF CREDIT

, 20 Our irrevocable standby Letter of Credit: No.

Beneficiary:

___________________________ Applicant:

, Suite _____

, California , Suite ______

Attn: Property Manager , California Attn:

Amount: Exactly USD $

( and 00/100 Dollars)

Final Date of Expiration: [INSERT DATE WHICH IS 120 DAYS AFTER THE LEASE EXPIRATION DATE]

We (the "Bank") hereby issue our irrevocable standby Letter of Credit No. in Beneficiary's favor for the account of the above-referenced Applicant, in the aggregate amount of exactly USD $ .

This Letter of Credit is available with us at our above office by presentation of your draft drawn on us at sight bearing the clause: "Drawn under [INSERT NAME OF BANK] Letter of Credit No. " and accompanied by the following:

Code"; or

Special conditions:

Partial and multiple draws under this Letter of Credit are permitted.

This Letter of Credit shall expire on [INSERT DATE WHICH IS ANNUAL ANNIVERSARY OF LEASE COMMENCEMENT DATE]; provided, however, that notwithstanding the above expiration of this Letter of Credit, this Letter of Credit shall be automatically extended for successive, additional one

(1) year periods, without amendment, from the present or each future expiration date but in any event not beyond

[INSERT DATE WHICH IS 120 DAYS AFTER LEASE EXPIRATION DATE] which shall be the

final expiration date of this Letter of Credit, unless, at least sixty (60) days prior to the then current expiration date we notify you by registered mail/overnight courier service at the above address that this Letter of Credit will not be extended beyond the current expiration date.

We hereby agree with you that all drafts drawn under and in compliance with the terms of this Letter of Credit will

be duly honored upon presentation to us of the documents described in Paragraph 1 above on or before the expiration date of this Letter of Credit, without inquiry as to the accuracy thereof, regardless of whether Applicant disputes the content of any such documents or certifications, and notwithstanding the claim of Applicant or any other person or entity to the contrary.

This Letter of Credit is transferable by Beneficiary and any such transfer may be effected by us, provided that you deliver to us your written request for transfer in form and substance reasonably satisfactory to us. The original of this Letter of Credit together with any amendments thereto must accompany any such transfer request.

Except so far as otherwise expressly stated, this documentary credit is subject to the International Standby Practices 1998, International Chamber Of Commerce Publication No. 590.

By: Authorized signature

Please direct any correspondence including drawing or inquiry quoting our reference number to the above referenced address.