Exhibit 1: Agreement — Alameda City Council, January 20, 2026

4898-8190-7315, v. 5

MARINA VILLAGE

OFFICE LEASE

G&I IX MARINA VILLAGE OFFICE PARK LP,
a Delaware limited partnership
as Landlord,
and

CITY OF ALAMEDA,
a Charter City of the State of California, on behalf of the Alameda Fire Department as Tenant

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MARINA VILLAGE
[Alameda Fire Department]

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SUMMARY OF BASIC LEASE INFORMATION .................................................................................... BLI-i

OFFICE LEASE
ARTICLE 1 REAL PROPERTY, PROJECT, BUILDING AND PREMISES ........................................................... 1 ARTICLE 2 LEASE TERM ........................................................................................................................................ 2 ARTICLE 3 BASE RENT ........................................................................................................................................... 3 ARTICLE 4 ADDITIONAL RENT ............................................................................................................................ 3 ARTICLE 5 USE OF PREMISES ............................................................................................................................... 4 ARTICLE 6 SERVICES AND UTILITIES ................................................................................................................ 5 ARTICLE 7 REPAIRS ................................................................................................................................................ 7 ARTICLE 8 ADDITIONS AND ALTERATIONS ..................................................................................................... 7 ARTICLE 9 COVENANT AGAINST LIENS ............................................................................................................ 9 ARTICLE 10 INDEMNIFICATION AND INSURANCE ....................................................................................... 10 ARTICLE 11 DAMAGE AND DESTRUCTION ..................................................................................................... 13 ARTICLE 12 CONDEMNATION ............................................................................................................................ 14 ARTICLE 13 COVENANT OF QUIET ENJOYMENT ........................................................................................... 14 ARTICLE 14 ASSIGNMENT AND SUBLETTING ................................................................................................ 15 ARTICLE 15 SURRENDER; OWNERSHIP AND REMOVAL OF TRADE FIXTURES ..................................... 17 ARTICLE 16 HOLDING OVER .............................................................................................................................. 18 ARTICLE 17 ESTOPPEL CERTIFICATES ............................................................................................................ 18 ARTICLE 18 SUBORDINATION ............................................................................................................................ 19 ARTICLE 19 TENANT'S DEFAULTS; LANDLORD'S REMEDIES..................................................................... 19 ARTICLE 20 SECURITY DEPOSIT........................................................................................................................ 22 ARTICLE 21 COMPLIANCE WITH LAW ............................................................................................................. 22 ARTICLE 22 ENTRY BY LANDLORD .................................................................................................................. 25 ARTICLE 23 TENANT PARKING .......................................................................................................................... 25 ARTICLE 24 MISCELLANEOUS PROVISIONS ................................................................................................... 26

EXHIBITS
Exhibit A OUTLINE OF PREMISES ................................................................................................. ........ A-1 Exhibit B INTENTIONALLY OMITTED ............................................................................................... ... B-1 Exhibit C AMENDMENT TO LEASE .................................................................................................. ..... C-1 Exhibit D RULES AND REGULATIONS ............................................................................................... .. D-1

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Additional Rent ............................................................................................................... .......................................... 3 Affiliate ..................................................................................................................... .............................................. 16 Alterations ................................................................................................................................................................. 7 Amendment .................................................................................................................................................. Exhibit C Base Rent ................................................................................................................................................................... 3 Brokers ....................................................................................................................... ............................................. 32 Building’s Structure ................................................................................................................................................. 23 Building’s Systems .................................................................................................................................................... 7 Commencement Date ............................................................................................................. .................. 2, Exhibit C control ...................................................................................................................................................................... 16 Event of Default .............................................................................................................. ........................................ 19 Expiration Date .......................................................................................................................................................... 2 Handle ........................................................................................................................ ............................................. 23 Hazardous Material .................................................................................................................................................. 23 Hazardous Materials Consent Requirements ........................................................................................................... 23 Holidays ..................................................................................................................................................................... 5 Identification Sign ................................................................................................................................................... 28 Interest Rate ............................................................................................................................................................... 4 Labor Disruption .............................................................................................................. ............................ Exhibit D Landlord ...................................................................................................................... .............................................. 1 Landlord Parties ....................................................................................................................................................... 10 Laws .......................................................................................................................... .............................................. 22 Lease .......................................................................................................................................................................... 1 Lease Term ................................................................................................................................................................ 2 Lease Year ................................................................................................................................................................. 2 Lines ........................................................................................................................................................................ 34 Mail .......................................................................................................................... ............................................... 30 Notices ..................................................................................................................................................................... 30 Original Improvements ............................................................................................................................................ 11 Other Existing Buildings ........................................................................................................................................... 1 Parking Facilities ............................................................................................................ ........................................... 1 Premises ..................................................................................................................................................................... 1 Project ........................................................................................................................................................................ 1 Provider ................................................................................................................................................................... 34 Real Property ............................................................................................................................................................. 1 Renovations ............................................................................................................................................................. 33 Rent .......................................................................................................................... ................................................. 3 Server Room .............................................................................................................................................................. 6 Specialty Improvements ............................................................................................................................................ 9 Subleasing Costs ...................................................................................................................................................... 17 Summary........................................................................................................................ ............................................. i Tenant ........................................................................................................................................................................ 1 Tenant Improvements ................................................................................................................................................ 2 Tenant Party ............................................................................................................................................................. 23 Transfer....................................................................................................................... ............................................. 15 Transfer Premium .................................................................................................................................................... 17 Transferee ................................................................................................................................................................ 15 Wi-Fi Network ........................................................................................................................................................... 9

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BLI-i MARINA VILLAGE
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SUMMARY OF BASIC LEASE INFORMATION
This Summary of Basic Lease Information ("Summary") is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office 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 Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

TERMS OF LEASE
(References are to the Office Lease) DESCRIPTION

1. Date: Januar y 6, 2026

2. Landlord: G&I IX MARINA VILLAGE OFFICE PARK LP,
a Delaware limited partnership

3. Address of Landlord (Section 24.19): See Section 24.19

4. Tenant: CITY OF ALAMEDA,
a Charter City of the State of California, on behalf of the Alameda Fire Department

5. Address of Tenant (Section 24.19): The City of Alameda Alameda Fire Department
1300 Park Street, Alameda CA 94501
Attention: Nicholas Luby, Fire Chief
(Prior to Commencement Date)
and
The Premises
(After Commencement Date)

6. Premises (Article 1):

6.1 Premises: Approximately 6,944 rentable square feet of space located on the first (1st) floor of the Building (as defined below) and designated as Suite 100, as set forth in
Exhibit A attached hereto.

6.2 Building: The Premises are lo cated in that certain building (sometimes referred to herein as the "Building") whose
address is 1001 Marina Village Parkway , Alameda,
California.

7. Term (Article 2):

7.1 Lease Term: The period beginning on the Commencement Date and ending at 11:59 p.m. on the Expiration Date.

7.2 Commencement Date: Jul y 1, 2026

7.3 Expiration Date: June 30, 2031.
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TERMS OF LEASE
(References are to the Office Lease) DESCRIPTION

7.4 Amendment to Lease: Landlord and Tenant may confirm the Commencement Date in an Amendment to Lease (Exhibit C) to be
executed pursuant to Article 2 of the Office Lease.

8. Base Rent (Article 3):

Period Monthly Installment of Base Rent
July 1, 2026 – June 30, 2027 $12,000.00
July 1, 2027 – June 30, 2028 $12,741.00
July 1, 2028 – June 30, 2029 $13,123.00
July 1, 2029 – June 30, 2030 $13,517.00
July 1, 2030 – June 30, 2031 $13,922.00

9. Additional Rent (Article 4): Intentionally deleted

10. Securit y Deposit (Article 20): None.

11. Parking (Article 23): 3 unreserved parking spaces, for every 1,000 rentable square feet of the Premises, for a total of twenty (20) parking spaces, of which fifteen (15) shall be reserved parking spaces in a location mutually acceptable to
Landlord and Tenant (the “Reserved Spaces”) and the
remaining five (5) spaces shall be unreserved parking
spaces.

12. Brokers (Section 24.25):

None.

13. Allowance: None

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[Alameda Fire Department]

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OFFICE LEASE
This Office Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Office 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 G&I IX MARINA VILLAGE OFFICE PARK LP , a Delaware limited partnership (" Landlord"), and CITY OF ALAMEDA , a Charter City of the State of California, on behalf of the Alameda Fire Department ("Tenant").

ARTICLE 1

REAL PROPERTY, PROJECT, BUILDING AND PREMISES

1.1 Real Property, Project, Building and Premises.

1.1.1 Premises and Real Property. Upon and subject to the terms, covenants and conditions hereinafter set forth in this Lease, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 6.1 of the Summary (the "Premises"), which Premises are located in the Building defined in Section 6.2 of the Summary and located within the Project (as defined below). The outline of the floor plan of the Premises is set forth in Exhibit A attached hereto. The Project (defined below), the Parking Facilities (defined below), any outside plaza areas, land and other improvements surrounding the Project which are designated from time to time by Landlord as common areas appurtenant to or servicing th e Project, and the land upon which any of the foregoing are situated, are herein sometimes collectively referred to as the "Real Property".

1.1.2 Building and Project. The Building is part of a multi-building commercial project known as "Marina Village" and located on the approximately 200-acre site on the estuary side of the island of Alameda. The term "Project" as used in this Lease, shall mean, collectively: (i) the Building; (ii) the other existing buildings located within such 200-acre site (collectively, the "Other Existing Buildings"); (iii) the surface parking areas servicing the Building and the Other Existing Buildings and loc ated within such 200-acr e site (collectively, the " Parking Facilities"); (iv) any outside plaza areas, walkways, driveways, courtyards, public and private streets, transportation facilitation areas and other improvements and facilities now or hereafter constructed surrounding and/or servicing the Building and/or the Other Existing Buildings, which are designated from time to time by Landlord (and/or any other owners of Marina Village) as common ar eas appurtenant to or servicing the Bu ilding, the Other Ex isting Buildings and any such other improvements; (v) any additional buildin gs, improvements, facilities and common areas which Landlord (any other owners of Marina Village and/or any common area association formed by Landlord, Landlord's predecessor-in-interest and/or Landlord's assignee for the Project) may add thereto from time to time within or as part of the Project; and (vi) the land upon which any of the foregoing are situated. Notwithstanding the foregoing or anything contained in this Lease to the contrary, (1) La ndlord has no obligation to expand or otherwise make any improvements within the Project, including, without limitation, any of the outside plaza areas, walkways, driveways, courtyards, public and private streets, transportation facilitati on areas and other improvements and facilities (as the same may be modified by Landlord from time to time without notice to Tenant), and (2) Landlord shall have the right from time to time to include or exclude any improvements or facilities within the Project, at such party's sole election, as more particularly set forth in Section 1.1.3 below.

1.1.3 Tenant's and Landlord's Rights. Tenant is hereby granted the right to the nonexclusive use of those common areas within the Building which are designated by Landlord from time to time for use by all tenants of the Building or by all tenants of th e floor on which the Premises are located, and the non-exclusive use of those areas located on the Project that are designated by Landlord from time to time as common areas for nonexclusive use by tenants of the Building; provided, however, that (i) Tena nt's use thereof shall be subject to (A) the provisions of any covenants, conditions and restrictions regarding the use thereof now or hereafter recorded against the Project, and (B) such reasonable rules, regulations and restrictions as Landlord may make from time to time (which shall be provided in writing to Tenant), and (ii) Tenant may not go on the roof of the Building or the Other Existing Buildings without Landlord's prior consent (whi ch may be withheld in Landlord's sole and absolute discretion) and without otherwise being accompanied by a representative of Landlord. Landlord reserves the right from time to time to use any of the common areas of the Project, and the roof, ri sers and conduits of the Building and the Other Existing Buildings for telecommunications and/or any other purposes, and to do any of the following: (1) make any changes, additions, improvements, repairs and/or replacements in or to the Project or any portion or elements thereof, including, !$#

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without limitation, (x) changes in the location, size, shape and number of driveways, entrances, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways, public and private streets, plazas, courtyards, transportation facilitation areas and common areas, and (y) expanding or decreasing the size of the Project and any common areas and other elements thereof, including adding, deleting and/or excluding buildings (including any of the Other Existing Buildings) thereon and therefrom; (2) close temporarily any of the common areas while engaged in making repairs, improvements or alterations to the Project; (3) retain and/or form a common area association or associations under covenants, conditions and restrictions to own, manage, operate, maintain, repair and/or replace all or any portion of the landscaping, driveways, walkways, public and private streets, plazas, courtyards, transportation facilitation areas and/or other common areas located outside of the Building and the Other Existing Buildings, and; and (4) perform such other acts and ma ke such other changes with respect to the Project as Landlord may, in the exercise of good faith business judgment, deem to be appropriate.

1.2 Condition of Premises. Except as expressly set forth in this Lease, Landlord shall not be obligated to provide or pay for any improvement , remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its " AS IS" condition on the Commencement Date. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Project except as specifically set forth in this Lease. Notwithstanding the foregoing, Landlord shall, at Landlord’s sole cost and expense using building standard industrial materials, install a full height painted wall at the front entrance of the Premises (the "Tenant Improvements").

1.3 Rentable Square Feet. The Premises and the Building are stipulated for all purposes to contain the number of rentable square feet, respectively, as set forth in the Summary, and the same will be conclusive and binding on Landlord and Tenant provided, however, that Landlord may from time to time re-measure the Premises and/or the Building; provided further, however, that any such re-measurement shall not affect the amount of Base Rent payable for, or the amount of any ten ant allowance applicable to , the initial Lease Term as se t forth in Section 7.1 of the Summary. Tenant represents and warrants to Landlord th at Tenant has had an opportunity to measure the actual dimensions of the Premises and the Building and agrees to the square footage figures se t forth hereinabove for all purposes under this Lease (except in the event of a condemnation or casualty that decreases the size of the Premises and/or Building as more fully provided elsewhere in the Lease). In the event that the rentable area of the Premises, the Building and/or the Project shall hereafter change due to subsequent alterations and/or other modifications to the Premises, the Building and/or the Project, the rentable area of the Premises, the Building and/or the Project, as the case may be, shall be appropriately adjusted as of the date of such alteration and/or other modification, based upon the written verification by Landlord's space planner of such revised rentable area. In the event of any such adjustment to the rentable area of the Premises, the Building and/or the Project, all amounts, percentages and figures appearing or referred to in this Lease based upon such rentable area (including, without limitation, the amount of the “Rent” and any “Security Deposit” as those terms are defined in Articles 4 and 20 of this Lease, respectively) shall be modified in accordance with such determination.

ARTICLE 2

LEASE TERM

2.1 Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease except for the provisions of this Leas e relating to the payment of Rent. The term of this Lease (the " Lease Term") shall be as set forth in Section 7.1 of the Summary and shall commence on the date (the "Commencement Date") set forth in Section 7.2 of the Summary, and shall terminate on the date (the "Expiration Date") set 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 a period of 12 consecutive calendar months with the first full Lease Year commencing on the Commencement Date (unless the Commencement Date is not the first day of a calendar month, in which case the first Lease Year will commence on the first day of the calendar month following the Commencement Date) and each succeeding Lease Year commencing on the anniversary of the commencement of the first Lease Year, provided that the last Lease Year shall end on the Expiration Date. Landlord may elect to deliver to Tenant an amendment to lease in the form attached hereto as Exhibit C, attached hereto, setting forth the Commencement Date, and Tenant shall execute and return such amendment to Landlord within five (5) days after Tenant's receipt thereof. If Tenant fails to execute and return the amendment within such 5-day period, Tenant shall be deemed to have approved and confirmed the dates set forth therein, provided that such deemed approval shall not relieve Tenant of its obligation to execute and !$#

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return the amendment (and such failure shall constitute a default by Tenant hereunder). In the event that Landlord does not deliver such amendment to Tenant, the Commencement Date shall be deemed to be the anticipated Commencement Date set forth in Section 7.2(ii) of the Summary.

2.2 Early Occupancy. Tenant shall be entitled to early occupancy of the Premises from and after the vacation and surrender of possession of the Premises by the existing tenant currently occupying the Premises, provided that (i) Tenant has delivered to Landlord the first monthly installment of Base Rent due under this Lease, and evidence of Tenant’s insurance coverage pursuant to Article 10, (ii) during such early occupancy period, all terms, provisions and conditions of this Lease shall apply except for Tenant’s obligation to pay Base Rent, and (iii) Tenant’s early occupancy shall not interfere with Lan dlord’s completion of the Tenant Improvements (as defined in Section 1.2 above).

ARTICLE 3

BASE RENT
Tenant shall pay, without notice or demand, to Landlord or Landlord's agent at the management office of the Project, or at such other place as Landlord may from time to time designate in writing, in currency or a check for currency which, at the time of payment, is legal tender for private or public de bts in the United States of America, base rent (" Base Rent") as set forth in Section 8 of the Summary, pa yable in monthly installments as set forth in Section 8 of the Summary in advance on or before the first (1st) day of each and every month during the Lease Term, without any setoff or deduction whatsoever. The Base Rent for the first (1st) full month of the Lease Term for which Base Rent is due (i.e., after the expiration of any applicable rent abatement period) shall be paid at the time of Tenant's execution of this Lease. If any rental payment date (including the Commencement Date) falls on a day of the month other than the first day of such month or if any rental pa yment is for a period which is shorter than one month, then the rental for any such fractional month shall be a proportionate amount of a full calendar month's rental based on the proportion that the number of days in such fractional month bears to the number of days in the calendar month during which such fractional month occurs. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.

ARTICLE 4

ADDITIONAL RENT

4.1 Additional Rent. Any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease other than Base Rent (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent". The Base Rent and Additional Rent are herein collectively referred to as the "Rent". All amounts due under this Article 4 as Additi onal Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant which shall survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

4.2 Intentionally Deleted.

4.3 Taxes and Other Charges for Which Tenant Is Di rectly Responsible. Tenant shall reimburse Landlord upon demand for any and all taxes or assessments required to be paid by Landlord, excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:

4.3.1 said taxes are measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Premises, or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, to the extent the cost or value of such leasehold improvements exceeds the cost or value of a building standard build-out as determined by Landlord regardless of whether title to such improvements shall be vested in Tenant or Landlord; !$#

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4.3.2 said taxes are assessed upon or with re spect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project (including the Parking Facilities); or

4.3.3 said taxes are assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

4.4 Late Charges. If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within 10 days after the due date ther efor, then Tenant shall pay to Landlord a late charge equal to ten percent (10%) of the amount due plus any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other charges when du e hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to a ll of Landlord's other rights and remedies hereunder, at law and/or in equity and shall not be construed as liquidate d damages or as limiting Landlord's remedies in any manner.

In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid by the date that they are due shall thereafter bear interest until paid at a rate (the "Interest Rate") equal to the lesser of (i) the "Prime Rate" or "Reference Rate" announced from time to time by the Bank of Ameri ca (or such reasonable comparable national banking institution as selected by Landlord in the event Bank of America ceases to exist or publish a Prime Rate or Reference Rate), plus four percent (4%), or (ii) the highest rate permitted by applicable law.

ARTICLE 5

USE OF PREMISES

5.1 Permitted Use. Tenant shall use the Premises solely for general office purposes consistent with the character of the Building as a first-class office building and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion.

5.2 Prohibited Uses. The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals or service organization (including a pharmacy) which provide health care services to patients at the Premises; (iv) schools or other training facilities which are not ancillary to corporate, executive or professional office use; (v) retail or restaurant uses; (vi) communications firms such as radio and/or television stations, or (vii) an executive suites subleasing business or operation. In no event shall the Premises be used for any federal illegal related activities (e.g., drug-related business), includi ng but not limited to, cannabis growing, processing, storing, selling, distributing or smoking. Tenant shall not allow occupancy dens ity of use of the Premises which is greater than the lesser of (a) the maximum amount permitted under applicable law or (b) the ratio of 1 person per 250 rentable square feet in the Premises. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, as the same may be amended by Landlord from time to time, or in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect. Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with all recorded covenants, conditions, and restrictions now or hereafter affecting the Project.
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[Alameda Fire Department]

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ARTICLE 6

SERVICES AND UTILITIES

6.1 Standard Tenant Services. Landlord shall provide the following services on all days during the Lease Term, unless otherwise stated below.

6.1.1 Subject to reasonable changes implemented by Landlord and to all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide heating and air conditioning when necessary for normal comfort for normal office use in the Premises, from Monday through Friday, during the period from 7:00 a.m. to 6:00 p.m., except for the date of ob servation of New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, any other Union recognized holidays and any other locally or nationally recognized holidays as designated by Landlord (collectively, the "Holidays").

6.1.2 Landlord shall provide adequate electrical wi ring and facilities and power for normal general office use as determined by Landlord.

6.1.3 Landlord shall replace lamps, starters and ballasts for Building standard lighting fixtures within the Premises. Tenant shall bear the cost of replacement of lamps, starters and ballasts for non-Building standard lighting fixtures within the Premises.

6.1.4 Landlord shall provide city water from the re gular Building outlets for drinking, lavatory and toilet purposes.

6.1.5 Landlord shall provide janitorial services fi ve (5) days per week, except the date of observation of the Holidays, in and about the Premises a nd window washing services in a manner consistent with other comparable buildings in the vicinity of the Project.

6.1.6 Landlord shall provide nonexclusive automatic passenger elevator service at all times.

6.1.7 Landlord shall provide nonexclusive freight elevator service subject to scheduling by Landlord.

6.2 Overstandard Tenant Use. Tenant shall not, without Landlord's pr ior written consent, use heat- generating machines, machines other than normal fractional horsepower office machines, or equipment or lighting other than building standard lights in the Premises, which may affect the temperature otherwise maintained by the air conditioning system or increase the water normally furnished for the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease. If such consent is given, Landlord shall have the righ t to install supplementary air conditioning units or other facilities in the Premises, including supplementary or additional metering devices, and the cost thereof, including the cost of installation, operation and maintenance, increased wear an d tear on existing equipment and other similar charges, shall be paid by Tenant to Landlord upon billing by Landlord. If Tenant uses water or heat or air conditioning in excess of that supplied by Landlord pursuant to Section 6.1 of this Lease, calculated on a monthly basis for the hours described in Section 6.1.1 above, Tenant shall pay to Landlord, within ten (10) days after billing and as additional rent, the cost of such excess cons umption, the cost of the in stallation, operation, and maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such excess consumption; and Landlord may install devices to separately meter any increased use, and in such event Tenant shall pay, as additional rent, the increased cost directly to Landlord, within ten (10) days after de mand, including the cost of such additional metering devices. If Tenant desires to use heat, ventilation or air conditioning during ho urs other than those for which Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease, (i) Tenant shall give Landlord such prior notice, as Landlord shall from time to time establish as appropriate, of Tenant's desired use, (ii) Landlord shall supply such heating, ventilating and air conditioning to Tenant at such hourly cost to Tenant as Landlord shall from time to time establish, and (iii) Tenant shall pay such cost within ten (10) days after billing, as additional rent. The rate for after- !$#

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[Alameda Fire Department]

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hours heating and air-conditioning to the Premises is subject to change based upon changes in Landlord's cost to provide such services.

6.3 Interruption of Use. Tenant agrees that neither Landlord nor Landlord's property manager shall be liable for damages, by abatement of Rent or otherwise, fo r failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building or Project after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause; and such failures or delays or diminution shall never 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. Furthermore, neither Landlord nor Landlord's property manager shall be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6. Under no circumstances shall any public safety power shutoff (“PSPS”), planned maintenance outage or other power shutoff by Alameda Municipal Power, PG&E or any other utility provider render Landlord liable to Tenant for abatement of Rent. Landlord (or Landlord's prope rty manager) may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions without creating any liability of Landlord (or Landlord's property manager) to Tenant under this Lease, provided that the Premises are not thereby rendered untenantable.

6.4 Additional Services. Landlord shall also have the exclusive right, but not the obligation, to provide any additional services which may be required by Tenant, including, without limitation, locksmithing, lamp replacement, additional janitorial service, and additional repairs and maintenance, provided that Tenant shall pay to Landlord upon billing, the sum of all costs to Landlord of such additional services plus an administration fee. Charges for any utilities or services for which Tenant is required to pay from time to time hereunder, shall be deemed Additional Rent hereunder and shall be billed on a monthly basis.

6.5 Server Room. Landlord and Tenan t acknowledge that a portion of the Premises may be used as a server room (the "Server Room") which may require electricity and HVAC services twenty-four (24) hours per day, three hundred sixty-five (365) days per year. In the event that Tenant elects to use a portion of the Premises as a Server Room, (i) Landlord agrees that, subject to the terms of this Lease, Landlord shall provide Tenant and the Server Room with such services, at Tenant's sole cost and expense, (ii) Tenant shall install, at Tenant's sole cost and expense, HVAC to the Server Room and a separate monitoring de vice to measure such Server Room usage and Tenant shall pay all such costs of usage within five (5) days following Landlord's written demand, and (iii) notwithstanding any other term of this Lease, Tenant shall be responsible for the maintenance, repair and replacement of any such HVAC at Tenant’s sole cost and expense.

6.6 Separate Metering; Compliance with Energy Regula tions. Notwithstanding anything to the contrary herein, Landlord shall have the right to cause some or all of the electricity, water and/or other utilities provided to the Premises to be separately metered, and Tenant shall pay fo r the cost of all such utilities so separately metered, or which are billed directly to Ten ant, within ten (10) days after invoice. Tenant acknowledges that Landlord and/or Tenant may from time to time be requested or required to obt ain, report and/or disclose certain energy consumption information with regard to the Premis es, which may include, without limitation, benchmarking data for the U.S.

Environmental Protection Agency's ENERGY STAR® Portfolio Manager and information relating to compliance with "green building" initiatives, including, if applicable, the Leadership in Energy & Environmental Design (LEED) certification program. Tenant shall throughout the Term of this Lease, comply w ith all Federal, State or local laws, rules and regulations relating to consumption of utilities, energy or energy efficiency (as they may be in enacted or in effect from time to time, “Energy Regulations”), and Tenant shall, upon request by Landlord or Landlord’s lender, deliver and/or disclose such information regarding the consumption of utilities at the Premises as may be required to comply with applicable Energy Regulations. Further, Tenant authorizes Landlord to disclose such information and data regarding the Premises as may be requested or required from time to time to comply with Energy Regulations. !$#

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[Alameda Fire Department]

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ARTICLE 7

REPAIRS

7.1 Tenant's Repairs. Subject to Landlord's repair obl igations in Sections 7.2 and 11.1 below, Tenant shall, at Tenant's own expense, keep the Premises, includi ng all improvements, fixtures and furnishings therein, and all components of Building systems exclusively serving the Premises, in good order, repair and condition at all times during the Lease Term, which repair obligations shall include, without limitation, the oblig ation to promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's optio n, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) 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.

7.2 Landlord's Repairs. Anything contained in Section 7.1 above to the contrary notwithstanding, and subject to Articles 11 and 12 of this Lease, Landlord shal l repair and maintain the Build ing’s Structure, and the Building’s Systems (as defined below); provided, however, if such maintenance and repairs are caused in part or in whole by the act, neglect, fault of or omission of any duty by Tenant, its agents, servants, employees or invitees, Tenant shall pay to Landlord as additional rent, the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs, or to perform any maintenance. Building’s Systems " means the Building’s central HVAC (i.e., excluding any supplemental HVAC system exclusively serving the Premises, but including components of such central HVAC system which exclusively serve the Premises); life-safety and electrical systems (up to the point where such systems branch out to exclusively serve the Premises); and elevator systems; as well as the Building’s plumbing system (up to the point where such systems branch out to exclusively serve the Premises), including, without limitation, faucets, and toilets (including, without limitation, such plumbing system serving the core restrooms located on a floor on which Tenant leases all rentable space, and such plumbing system serving the core restrooms located outside of the Premises on a multi-tenant fl oor (in each case, the “ Core Restrooms”)), but excluding any plumbing devices in the Prem ises and not within Core Restrooms (e.g., restrooms other than the Core Restrooms; sinks (located outside of the Core Restrooms); dishwashers, ice makers, etc.) and excluding the hoses, pipes, connectors, or other connections between such de vices, the Building’s central water and sewer lines, and the Building’s window washing and exterior Building maintenance equipment. There shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, altera tions or improvements in or to any portion of the Project, Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code; or under any similar law, statute, or ordinance now or hereafter in effect.

ARTICLE 8

ADDITIONS AND ALTERATIONS

8.1 Landlord's Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Pr emises (collectively, the " Alterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord; provided, however, that Landlord will not be deemed to have unr easonably withheld its consent to any Tenant Alterations if its consent is withheld because such Alterations: (i) are not consistent with the first-class nature or the architectural character of the Building; (ii) could affect the Building’s Structure or the Building’s Systems; (iii) could increase Landlord's costs of operating and maintaining the Building; (iv) would, in Landlord's judgment, violate the terms of any applicable zoning or building laws or ordinances; (v) would disturb other tenants of the Building, for example, by requiring entry into the premises of other tenants; the fo regoing being merely examples of reasons for which Landlord may reasonably withhold its consent and will not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples. Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the Building’s Structure or Building’s Systems or which can be seen from outside the Premises. Notwithstanding the foregoing, the installation by Tenant of a Wi-Fi Network !$#

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-8- MARINA VILLAGE
[Alameda Fire Department]

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shall be governed by the terms of Section 8.3 below. Te nant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of ten percent (10%) of the cost of the Alterations. Landlord's approval of the plans, specifications and working drawings for Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. At Tenant’s sole cost and expense and in accordance with plans approved by Landlord and Tenant’s compliance with the other requirements for Alterations contained in this Article 8, Landlord hereby consents to the following improvements to the Premises (collectively, the “Approved Alterations”): (a) painting the mullions on the front entrance of the Premises a mutually acceptable shade of red; (b) installation of planter boxes on either side of the entry doors in the same location as used for this purposes by the prior tenant of the Premises; (c) installation of a bench adjacent to the main entry doors of the Premises; and (d) certain modifications to the kitchen located within the Premises, including extension of counter space and addition a watter bottle refill station.

8.2 Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requ irements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by La ndlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discre tion, with respect to any work affecting the Building’s Structure or Building’s Systems (including designating specific contractors to perform such work). Tenant shall construct such Alterations and pe rform such repairs in conformance w ith any and all ap plicable rules and regulations of any federal, state, county or municipal code or ordinance (including California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Project is located, and in conformance with Landlord's construction rules and regulations. In the event that any proposed Alterations trigger the need for repairs, maintenance, improvements or alterations outside of the Premises for any r eason, Tenant shall be solely responsible for the performance of all such work at Tenant's sole cost and expense. 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. In performing the work of any such Alterations, Te nant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the common areas. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount 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 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to provide security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Sections 3093 and 8182 of the Civil Code of the State of California or any successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 81 90 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion a nd give such notices on behalf of Tenant as Tenant's agent for such purpos e), (ii) deliver to the management offi ce of the Project a reproducible copy of the "as built" drawings of the Alter ations as well as all permits, approvals and other documents issued by any governmental agency in connection wi th the Alterations, and (iii) deliver to Landlord evid ence of payment, contractors' affidavits and full and final waivers of all lie ns for labor, services or materials. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorde r of the County of Alameda in accordance with Section 8182 of the California Civil Code or any successor statute an d furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant's agent for such purpose), and Tenant shall deliver to the Project management office a reproducible copy of the "as built" drawings of the Alterations as well as a ll permits, approvals and other documents issued by any governmental agency in connection with the Alterations. !$#

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-9- MARINA VILLAGE
[Alameda Fire Department]

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8.3 Wi-Fi Network. Without limiting the generality of th e foregoing, in the ev ent Tenant desires to install wireless intranet, Internet or any data or communications network ("Wi-Fi Network") in the Premises for the use by Tenant and its employees, then the same shall be subject to the provisions of this Section 8.3 (in addition to the other provisions of this Article 8). In the event Landlord consents to Tenant's insta llation of such Wi-Fi Network, Tenant shall, in accordance with Section 8.4 below, remove the Wi-Fi Network from the Premises prior to the termination of the Lease. Tenant shall use the Wi-Fi Networ k so as not to cause any interference to other tenants in the Building or to other tenants at the Project or with any other tenant's communication equipment, and not to damage the Building or Project or interfere with the normal operation of the Building or Project and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and agai nst any and all claims, costs, damages, expenses and liabilities (including attorneys' fees) arising out of Tenant's failure to comply with the provisions of this Section 8.3, except to the extent same is caused by the gross negligence or willful misconduct of Landlord and which is not covered by the insurance carried by Tenant under this Lease (or wh ich would not be covered by the insurance required to be carried by Tenant under this Lease). Should any interference occur, Tenant shall take all necessary steps as soon as reasonably possible and no later than three (3) calendar days following such occurrence to correct such interference.

If such interference continues after such three (3) day period, Tenant shall immediately cease operating such Wi-Fi Network until such interference is co rrected or remedied to Landlord's satis faction. Tenant acknowledges that Landlord has granted and/or may grant telecommunication rights to other tenants and occupants of the Building and to telecommunication service providers and in no event shall Landlord be liable to Tenant for any interference of the same with such Wi-Fi Network. Landlord makes no representation that the Wi-Fi Network will be able to receive or transmit communication signals without interference or disturba nce. Tenant shall (i) be solely responsible for any damage caused as a result of the Wi-Fi Network, (ii) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of the Wi-Fi Network and comply with all precautions and safeguards recommended by all governmental authorities, (iii) pay for all necessary repairs, replacements to or maintenance of the Wi-Fi Network, and (iv) be responsible for any modifications, additions or repairs to Building systems or infrastructure which are required by reason of the installation or operation of Tenant's Wi-Fi Network. Should Landlord be required to retain professionals to research any interference issues that may arise and to confirm Tenant's compliance with the terms of this Section 8.3, Landlord sha ll retain such professionals at commercially reasonable rates, and Tenant shall reimburse Landlord within twenty (20) days following submission to Tenant of an invoice from Landlord (except in the event of a default by Tenant hereunder). This reimbursement obligation is independent of any rights or remedies Landlord may have in the event of a breach of default by Tenant under this Lease.

8.4 Landlord's Property. Except as otherwise set forth in this Section 8.4 or in Section 24.35, Landlord will not require Tenant to remove standard and customary office improvements that might reasonably be used by a subsequent tenant, but in any event Lan dlord may require removal of safes, show ers, executive washrooms, internal stairways, high density shelving, kitche ns (but excluding employee kitchenette s), raised computer floors and fire suppression systems, lowered ceilings, and any leasehold im provements that are unusual, extraordinary or relatively expensive to remove, in Landlord’s r easonable judgment (collectively, " Specialty Improvements"). In any event, prior to the expiration or earlier termination of this Lease an d at Tenant’s sole cost and expense, Tenant shall be required to restore the Approved Alterations. For purposes of this Section 8.4, if Tenant is required to remove any improvements or alterations, Tenant is also re quired to restore the af fected areas to an architectural, structural, and aesthetic whole. If Tenant fails to complete such removal and restoration, then at Landlord's option, either (A) Tenant shall be deemed to be holding over in the Premises and Rent shall continue to accrue in accordance with the terms of Article 16, below, until such work shall be completed, or (B) Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the in stallation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenant shall survive the expiration or earlier termination of this Lease.

ARTICLE 9

COVENANT AGAINST LIENS
Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, !$#

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-10- MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
reasonable attorneys' fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any su ch work on the Premises (or such additional time as may be necessary under applicable laws) to afford Landl ord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within five (5) days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord's title to the Building or Pr emises to any liens or encu mbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Building or Premises arising in connection with any such work or respecting the Premises not performed by or at the request of Landlord shall be null and void, or at Landlord's option shall attach only against Tenant's interest in the Premises and shall in all respects be subordinate to Landlord's title to the Project, Building and Premises.

ARTICLE 10

INDEMNIFICATION AND INSURANCE

10.1 Indemnification and Waiver. Tenant hereby assumes all risk of damage to property or loss of business or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, and employees (collectively, "Landlord Parties") shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or loss of business or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, pr otect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from any caus e in, on or about the Premises, any violation of any of the requirements, ordinances, statutes, regulations or other laws, including, without limitation, any environmental laws, any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of th e foregoing indemnity shall not apply to th e gross negligence or willful misconduct of Landlord. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant's occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. Further, Tenant's agreement to indemnify Landlord pursuant to this Section 10.1 is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease, to the extent such policies cover the matters subject to Tenant's indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any othe r provision of this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

10.2 Tenant's Compliance with Landlord's Fire and Casu alty Insurance. Tenant shall, at Tenant's expense, comply as to the Premises with all insurance company requirements pertaining to the use of the Premises. If Tenant's conduct or use of the Premises causes any increase in the premium for such insurance policies, then Tenant shall reimburse Landlord for any such increase. Tenant, at Ten ant's expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.

10.3 Tenant's Insurance. Subject to the self-insuranc e provisions set forth in Section 10.3.8 below, Tenant shall maintain the following coverages in the following amounts.

10.3.1 Commercial general liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 general aggregate which insures against claims for bodily injury, personal injury, advertising injury, and property damage based upon, involving, or arising out of the use, occupancy, or maintenance of the Premises and the Project and including products and completed operations coverage, including not less than $100,000 in coverage for damage to Premises. Such insuranc e shall include contractual liability a nd contain a standard separation of !$#

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[Alameda Fire Department]

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insureds provision. Any general aggregate limit will apply on a per location basis. Such insurance will name Landlord, its members, partners, managers, parent, trustees, benefici aries, affiliates, subsidiaries, Landlord's mortgagee, Landlord's managing agent, Landlord's investment advisor, and their respective officers, directors, agents, employees and successors and assigns, as additional insureds (the "Required Additional Insureds”).

10.3.2 Special Form (Cause of Loss) Property Insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of Tenant's property on the Premises installed by, for, or at the expense of Tenant, (ii) the "Tenant Improvements," as that term is defined in Section 1.2 above, and any ot her improvements which exist in the Premises as of the Commencement Date (excluding the Base Building) (the "Original Improvements"), and (iii) all Alterations. Such insurance shall be for the full replacement cost (subject to reasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include coverage for damage or other loss caused by fire or other peril including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, in cluding sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing business interruption coverage for a period of one year. Such insurance must name Landlord and Landlord’s mortgagee as additional loss payees as their interests may appear in such alterations, improvements, and betterments.

10.3.3 Workers compensation insurance in statutory limits will be provided for all employees.

The employers liability insurance will afford limits not less than $1,000,000 per accident, $1,000,000 per employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease.

10.3.4 Business income insurance w ith sufficient limits fo r Tenant to sustain its business operation at this location for a period of not less than 12 months.

10.3.5 Umbrella excess liability insurance, on an occurrence basis, that applies excess of required commercial general liability, and employers liability policies, which insures against bodily injury, property damage, personal injury and advertising injury claims with limits not less than $2,000,000 each occurrence and $2,000,000 aggregate. Such policy must include the Required Additional Insureds as additional insureds.

10.3.6 Business auto liability with limits not less than $1,000,000 each accident, combined single limit for bodily injury and property dama ge, on “any auto” basis for Tenant owned, hired and non-owned autos. If Tenant has no owned autos, Tenant may provide hired and non-owned coverage.

10.3.7 Tenant will provide to Landlord certificates of insurance includ ing but not limited to workers compensation and employers liability, auto liability with limits not less than $1,000,000 each accident, commercial general liability insura nce in the amount of not less than $1 ,000,000 per occurre nce and $2,000,000 general aggregate, and umbrella excess liability insurance, on an occurrence basis, that applies excess of required commercial general liability, and employers liability policies, with limits not less than $2,000,000, or in limits as otherwise reasonably satisfactory to Landlord from (i) Tenant's contractors and subcontractors before performing any initial leasehold improvements pursuant to any work lette r attached to this Lease, and before performing any Alterations; and (ii) Tenant's mover respecting moving into and moving out of the Prem ises, before Tenant moves into or out of the Premises. All insurance coverage to be provided by Tenant's contractors, subcontractors or movers must be required in a written contr act between Tenant and its contractor and sub-contractors. Such contract must include a requirement to comply with the general insurance requirements se t forth below and must contain an indemnity, including defense, of Landlord and Landlord’s Required Additional Insureds. A signed copy of the contract must be provided to Landlord. All such liability insurance (except employers liability) must (1) include the Required Additional Insureds as additional insureds; (2) be considered primary insurance without right of contribution by any similar insurance that may be maintained by Landlord; and (3) require commercial general liability insurance to include coverage for bodily in jury, property damage, personal and adve rtising injury, contractual liability and products and completed operations coverage. The products and completed operations coverage must be maintained for a minimum of 2 years following completion of work. Tenant, Tenant’s contractor and subcontractors will include Required Additional Insureds on the policy for full term of the work and the extended products and completed operations required time frame.
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[Alameda Fire Department]

4898-8190-7315, v. 5

10.3.8 The originally named Tenant under this Lease (the “Original Tenant”) shall be permitted to satisfy the insurance requirements under this Section 10.3 in whole or in part through any plan of self-insurance maintained by Tenant, provided Tenant shall agree to assume all duties, obligations and responsibilities of an insurance company with respect to any claim made under such self-insur ance program. Original Tenant represents that as a charter city, it is self-insured, with excess coverage prov ided by the California Join t Powers Risk Management Authority, for all general liability losses, including fire, theft, property damage, public liability risks, public officials’ errors and omissions, and employment practices liability with self-insured retentions and limits that are adequate and prudent and satisfy the insurance requirements under this Section 10.3. Original Tenant further represents it is self- insured, with excess coverage provi ded by Local Agency W orkers’ Compensation Join t Powers Authority, for workers’ compensation claims. Upon request, Original Tenant shall supply Landlord from time to time with evidence reasonably satisfactory to Landlord of Tenant’s satisfaction of the conditions set forth above. Original Tenant shall be responsible for any losses or liabilities which would have been assumed by the insurance companies which would have issued the insurance required of Tenant under the Lease. For so long as Original Tenant self-insures, Original Tenant, for all applicable periods, shall and does hereby indemnify and hold harmless Landlord and Landlord's agents and employees from and against all costs, damages or expenses (including attorney fees at the trial and appellate levels) incurred or paid by Landlord as a result of any clai m customarily covered by the insurance required by this Section 10.3, even if such costs, damages or expenses are the result of the fault or negligence of Landlord.

10.4 Form of Policies. The minimum limits of policies of insurance required of Tenant and Tenant’s contractors and movers under this Lease shall in no event limit th e liability of Tenant under this Lease. All policies required to be carried by Tenant and Tenant's contractors, subcontractors and movers hereunder must be issued by and binding upon an insurance company licensed or authorized to do business in the state in which the property is located with an A.M. Best’s Rating of at least "A-" "VIII" or better, unless otherwise acceptable to Landlord. Tenant will not do or permit anything to be done that would invalidate the insurance policies required. Liability insurance maintained by Tenant and Tenant's contractors, subcontractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Certificates of insurance, reasonably acceptable to Landlord, evidencing the existence and amount of each liability insurance policy required hereunder and Evidence of Property Insurance Form, Acord 28, evidencing property insurance as required, will be delivered to Landlord prior to delivery or possession of the Premises and fifteen (15) da ys prior to each renewal date. Liability policies (except employers liability) will each include an endorsement naming the Required Additional Ins ureds such additional insured status. The Evidence of Property Insurance Form will name Landlord and Landlord's mortgagee as loss payee for property insurance as respects Landlord's interest in improvements, alterations, and betterments. Further, the certificates must indicate that insurers will endeavor to provide at least 30 days' prior notice to Landlord and Landlord's managing agent prior to any cancellation of coverage. If Tenant fails to provide evidence of insurance required to be provided by Tenant he reunder, prior to commencement of the term and thereafter during the term, within 10 days following Landlord's request thereof, and 10 days prior to the expiration date of any such coverage, Landlord will be authorized (but not required) to proc ure such coverage in the amount stated with all costs thereof, plus an administrative fee of 15% of such costs, to be chargeable to Tenant and payable upon written invoice thereof. Any deductibles selected by Tenant will be the sole responsibility of Tenant.

10.5 Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such loss is the result of a risk insurable under policies of prop erty damage insurance. Notw ithstanding anything to the contrary in this Lease, the parties each hereby waive all rights and claims against each other for such losses, and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right to the insured to recover thereunder. The waiver in this grammatical paragraph will also apply as to the amount of any deductible, self-insured retention or self-insurance under Landlord’s or Tenant’s property insurance.

10.6 Additional Insurance Obligations. Tenant shall carry and maintain during the entire Lease Term, at Tenant's sole cost and expense, increased amounts of the in surance required to be carried by Tenant pursuant to this Article 10 and such other reasonable types of insuranc e coverage and in such reasonable amounts covering the Premises and Tenant's operations therein, as may be reasonably requested by Landlord.

10.7 Certain Damages. Notwithstanding any provision in this Lease to the contrary, in no event shall either party hereto be liable to the other under this Lease for lost profits, lost savings, punitive, exemplary or any other !$#

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consequential, special or indirect damages; provided that (i) the foregoing shall not be deemed to be a waiver by either party of any right such party may have pursuant to the term s of this Lease to be indemnified or held harmless by the other party from and against any of the foregoing losses or damages to the extent that such losses or damages are part of a claim of a third party from or against which such party is so entitled hereunder to be indemnified or held harmless, (ii) the foregoing will not limit the co nsequential damages recoverable by Landlord pursuant to Article 16 (Holding Over), or Section 24.34 (Substitution Other Premises), and (iii) in no event shall the Rent payable to Landlord under this Lease be deemed to be punitive, exemplary, consequential, special or indirect damages). The waivers under this Section 10.7 will survive the expiration or earlier termination of this Lease.

ARTICLE 11

DAMAGE AND DESTRUCTION

11.1 Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord of any physical damage to the Premises resulting from fire or any other ca sualty. If the Premises or any common areas serving or providing access to the Premises shall be physically damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reason able delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 11, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be to substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifi cations required by zoning and building codes and other laws or by the holder of a mortgage on the Building or Pr oject, or the lessor of a ground or underlying lease with respect to the Project and/or the Building, or any ot her 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 prov ision of this Lease, upon the occ urrence 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 Section 10.3 of this Lease, and Landlord shall repair any injury or damage to the tenant improvements and alterations in stalled in the Premises and shall retu rn such tenant improvements and alterations to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's repair of the damage. Notwithstanding anything to the contrary herein, in no event shall Landlord be obligated to repair or restore any specia lized or dedicated equipment serving Tenant, such as any cabling, wiring, supplemental utility system, telephone system or wireless/Wi-Fi Network.

In connection with such re pairs and replacements, Tenant shall, prior to the commencement of construction, submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such impr ovement work. La ndlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or inju ry 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 negligence or willful misconduct of Tenant or Tenant's employ ees, contractors, licensees, or inv itees, Landlord shall allow Tenant a proportionate abatement of Base Rent to the extent Landlord is reimbursed from the proceeds of rental interruption insurance purchased by Landlord, 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; provided, further, however, that if the damage or destruction is due to the negligence or willful misconduct of Tenant or any of its agents, employees, contractors, invitees or guests, Tenant shall be responsible for any reasonable, applicable insurance deductible (which shall be payable to Landlord upon demand) and there shall be no rent abatement. In no event shall a temporary closure of the Building or the Project for the purpose of protecting public health constitute physical damage to the Premises, Building or Project, nor shall Tenant's inability to productively use the Premises during any such temporary closure be deemed a casualty.

11.2 Landlord's Option to Repair. Notwithstanding th e terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, Building and/or Project, and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if the Building or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord's reasonable judgment, repairs cannot reasonably be completed within ninety (90) days after th e date of discovery of the damage (when such repairs are !$#

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made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or Project or ground lessor with respect to the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt , or shall terminate the gr ound lease, as the case may be; (iii) the damage is not fully covered by Landlord's insurance policies (plus the amount of any applicable deductibles); or (iv) Landlord decides to rebuild the Building or common areas so that they will be substantially different structurally or architecturally; or (v) the damage occurs during the last twelve (12) months of the Lease Term.

11.3 Waiver of Statutory Provisions. Th e provisions of this Lease, incl uding this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or any other portion of the Project, and any statute or regulation of the state in which the Project is located, including, without limitation, Sections 1932(2) and 1933(4) of the California 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 regu lation, 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 Project.

ARTICLE 12

CONDEMNATION

12.1 Permanent Taking. If the whole or any part of the Premises, Building or Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as to require the use, reconstruction or remodeling of any part of the Premises, Building or Project, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease upon ninety (90) days' notice, provided such notice is given no later than one hundred eighty (180) days after the date of such taki ng, condemnation, reconfiguration, vacation, deed or other instrument. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, Tenant shall have the option to terminate this Lease upon ninety (90) days' notice, provided such notice is given no later than one h undred eighty (180) days after the date of such taking.

Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claim does not diminish the award available to Landlord, its ground lessor with respect to the Project or its mortgagee, and such cl aim is payable separately to Tenant. All Rent shall be apportioned as of the date of such termination, or the date of such taking, whichever shall first occur. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Base Rent shall be proportionately abated.

Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

12.2 Temporary Taking. Notwithstanding an ything to the contrary contained in this Article 12, in the event of a temporary taking of all or any portion of the Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

In no event shall any governmental action fo r the purpose of protecting public safe ty (e.g., to protect against acts of war, the spread of communicable di seases, or an infestation), including but not limited to, any order requiring businesses to close temporarily, be considered a taki ng by the power of eminent domain, a condemnation, or a temporary taking for "public use" requiring government compensation or entitling Tenant to abatement of rent or any other remedy.

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, provisions and agreements herein !$#

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[Alameda Fire Department]

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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, provisions 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

14.1 Transfers. Except as provided in Section 14.8, Tenant shall not, without the prior written consent of Landlord, (a) assign, tran sfer, or encu mber this Lease or an y estate or interest herein, whether directly or by operation of law, (b) permit an y other entity to become Te nant hereunde r by merger, consolidation, or other reorganization, (c) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current direct or indirect control of Tenant, (d) sublet any portion of the Premises, (e) grant any license, conces sion, or other right of occupancy of any portion of the Premises, (f) permit the use of the Premises by any parties other than Tenant, or (g) sell or otherwise transfer, in one or more transactions, a majority of Tenant’s assets (any of the events listed in Section 10.1(a) through 10.1(g) being a "Transfer" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee").

14.2 Landlord's Consent. If Landlord does not exercise its right under Section 14.6, then Landlord shall not unreasonably withho ld its consent to any assignment or subl etting of the Premises. Without limiting other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to a proposed Transfer if:

14.2.1 The proposed Transferee is not a party of reasonable financial strength in light of the responsibilities to be undertaken in connection with the Transfer on the date the Transfer Notice is received; or

14.2.2 The proposed Transferee has a character or reputation or is engaged in a business that is not consistent with the quality of the Building or the Project; or

14.2.3 The proposed Transfer may result in a significant increase in the use of the utilities, services or common areas of the Real Property, including but not limited to, a material increase in the pedestrian or vehicular traffic to the Premises, Building or the Project; or

14.2.4 The proposed Transferee is a governmental or quasi-governmental entity or subdivision or agency thereof or a nonprofit organization; or

14.2.5 The proposed Transferee is entitled, directly, or indirectly, to diplomatic or sovereign immunity and/or not subject to the service of process in, and the jurisdiction of the courts of, the State of California; or

14.2.6 In the case of a proposed sublease, license or other occupancy agreement, the rent or occupancy fee charged by Tenant to the transferee during the term of such agreement, calculated using a present value analysis, is less than 95% of the rent being quoted by Landlord or its Affiliate (as hereinafter defined) at the time of such Transfer for comparable space in the Project for a comparable term, calculated using a present value analysis; or

14.2.7 The proposed Transferee or any of its Affiliates, on the date the Transfer Notice is received, leases or occupies (or, at any time during the 6-month period ending on the date the Transfer Notice is received), has toured any space in the Project and/or negotiated with Landlord to lease space in the Project; or

14.2.8 The proposed Transfer would cause a violation of another lease for space in the Building or the Real Property, or would give an occupant of the Building or the Real Property a right to cancel its lease; or

14.2.9 Tenant is in default under this Lease.
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[Alameda Fire Department]

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For purposes of this Lease, an "Affiliate" of an entity means any corporation or entity which controls, is controlled by or is under common control with such entity (the term " control" as used in this definitio n means a direct or indirect ownership interest with the power to directly or indirectly direct or cause the direction of the management or policies of the Tenant).

14.3 Request for Consent. If Tenant requests Landlord’s consent to a Transfer, then, at least 20 business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copi es of the proposed documentation, and the following information about the proposed transferee: name and address of the proposed transferee and any entities and persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business and business history; its proposed use of the Premi ses; banking, financial, and other cred it information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $2,500.00 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer.

14.4 Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor.

Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all re nts becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. The Premises may not be divided or subdivided for more than 2 occupants (including Tenant). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld or delayed its consent, or otherwise has breached or acted unreasonably, under this Section 14.4, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or in equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed assignee or sublessee. The foregoing includes, without limitation, Tenant’s waiver (on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed assignee or sublessee) of the pr ovisions of Section 1995.310 of the California Civil Code, or any similar or successor law, statute or ordinance now or hereafter in effect. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant’s proposed sublessee or assignee) who claim they were damaged by Landlord’s wrongful withholding or conditioning of Landlord’s consent.

14.5 Attornment By Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of te rmination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the righ t, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlor d shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant might have paid for mo re than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and w ith respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform any work in the subleased space or to prepare it for occ upancy, and in connection w ith such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment.

Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using !$#

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the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section 14.5.

The provisions of this Section 14.5 sha ll be self-operative, and no further instru ment shall be required to give effect to this provision.

14.6 Cancellation. Landlord may, within 30 days after su bmission of Tenant’s written request for Landlord’s consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer.

Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant.

14.7 Transfer Premium. If Landlord consents to a Tran sfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.7, received by Tenant from such Transferee in any particular calendar month. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent pa yable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any market rate, third party brokerage co mmissions in connection with the Transfer (collectively, the " Subleasing Costs "); provided, however, that if, at the time of any such sublease or assignment, Landlord determines that the foregoing "Transfer Premium" formula may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises the "Transfer Premium" formula in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.7. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for service s rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that if, at the time of any such sublease or assignment, Landlord determines that Landlord's receipt of the foregoing amounts may result in the receipt by Landlord of amounts that the Landlord may not be permitted to receive pursuant to any requirements, obligation or understanding applicable to Landlord, the parties agree to enter into an amendment to this Lease which revises such amounts in a manner that (x) is mutually agreed to by the parties and (y) does not result in any material increase in the expected costs or benefits to either party under this Section 14.7.

14.8 Compliance. Anything contained in the foregoing provisions of this Article 14 to the contrary notwithstanding, in connection with any sublease of the Premises or any portion thereof, or the assignment of this Lease by Tenant, including, without limitation, any sublease or assignment to a Permitted Transferee, (a) Tenant must comply, and will bear the sole and exclusive responsibility for compliance with, California Civil Code Section 1938, including, without limitation, making any required notice thereunder to the prospective subtenant or assignee; and (b) unless, and except to the extent that, Tenant’s Permitted Use of the Premises under the Summary above expressly includes a “public accommodation” use (as defined in the ADA), any such subtenant or assignee will be prohibited from using the Premises in any manner or for any use that would constitute a “public accommodation” under the ADA.

ARTICLE 15

SURRENDER; OWNERSHIP AND REMOVAL OF TRADE FIXTURES

15.1 Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in a writing signed by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retain ed by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a !$#

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mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises.

15.2 Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, su bject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and re pairs which are specifically made the respon sibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, free- standing cabinet work, and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and cabling, wiring or conduit (including any such cabling or wiring associated with the Wi- Fi Network, if any) which may have been placed at the Project or within the Building by or on behalf of Tenant, 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 a nd Building resulting from such removal.

ARTICLE 16

HOLDING OVER
If Tenant holds over after the expiration of the Lease Term or earlier termination thereof without Landlord’s consent, such holding over will be a tenancy at sufferance; if Tenant holds over after expiration of the Lease Term or earlier termination thereof with Landlord’s consent, 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 either case such Base Rent shall be payable at a monthly rate equal to the product of 200% of the greater of (i) the Rent applicable during the last rental period of the Lease Term under this Lease, and (ii) the then current market rent (as determined by Landlord). Such tenancy shall be subject to every other applicable term, covenant and agreement contained herein. For purposes of this Article 16, a holding over shall include Tenant's remaining in the Premises after the expiration or earlier termination of the Lease Term, as required pursuant to the terms of Section 8.5, above, to remove any Specialty Improvements located within the Premises and replace the same with Building Standard Tenant Improvements. Nothing contained in this Article 16 shall be construe d as consent by Landlord to any holding over by Tenant, and Landlord 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 termin ation 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 fro m 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, acknowledge and deliver to Landlord an estoppel certificate, stating (a) that this Lease is unmodified and is in full force and effect (or, if there have been modifications, that this Lease is in full force and effect as modified, and setting forth such modifications), (b) the dates to which Rent and other sums payable hereunder have been paid, (c) either that, to the knowledge of Tenant no default exists hereunder or, specifying each such default of which Tenant has knowledge and (d) any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any current or prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes.

Failure of Tenant and such guarantor(s) to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant and such guarantor(s) that statements included in the estoppel certificate are true and correct, without exception. !$#

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ARTICLE 18

SUBORDINATION
This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property (and if the Real Property is leased by Landlord under a ground or underlying lease, against Landlord's leasehold interests), 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 mortgage s or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Without limiting the generality of the foregoing, this Lease is subject and subordinate to those certain ground leases covering the Real Property, together with their respective successors and assigns as ground lessors. Tenant covenants and agrees in the event any proceedings are brou ght for the foreclosure of any such mortgage, or if any ground or underlying 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 or underlying 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. Tenant shall, within five (5) days of request by Landlord, such purchaser or such ground lessor, execute such further instruments or assurances as Landlord, such purchaser or such ground lessor may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments of subordination or superiority. 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; LANDLORD’S DEFAULT

19.1 Events of Default by Tenant. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any reduction of Rent.

The occurrence of any of the following shall constitute a default of this Lease by Tenant (each, an "Event of Default"):

19.1.1 Any failure by Tenant to pay any Rent or any ot her charge required to be paid under this Lease, or any part thereof, when due; or

19.1.2 Except where a specific time period is otherwise set forth for Tenant's performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1.2, the failure of Tenant to comply with any other provision of this Lease or any other agreement between Landlord and Tenant within 15 days after notice if such failure consists of something other than a failure to pay money (unless the default involves a hazardous condition, which must be cured forthwith); provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required unde r California Code of Civil Procedure Section 1161 or any similar or successor law; and provided, further, that if such failure cannot be cured within such 15-day period and does not involve a hazardous condition, and if Tenant commences to cure the same within such 15- day period and continues to use diligent efforts to cure such failure, then such 15-day grace period will be extended for an additional 15 days, such that the maximum grace period is 30 days; for purposes of this Lease, any statutory notice given by Landlord to Tenant in accordance with applicable law will suffice for the notice referred to above in this Subparagraph; or

19.1.3 To the extent permitted by law, a general a ssignment by Tenant or any guarantor of this Lease for the benefit of creditors, or the taking of any corp orate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy law, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of a proceeding filed against Tenant or any guarantor the same is dismissed within sixty (60) days, or the appointment of a trustee or receiver to take possession of all or substan tially all of the assets of Tenan t or any guarantor, unless possession is restored to !$#

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Tenant or such guarantor within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant's assets located upon the Premises or of Tenant's interest in this Lease, unless such seizure is discharged within thirty (30) days; or

19.1.4 Abandonment or vacation of all or a substantial portion of the Premises by Tenant; or

19.1.5 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for more than two (2) business days after notice from Landlord.

The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by law.

19.2 Landlord's Remedies Upon Default. Upon the occurrence of any Event of Default, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant damages as provided in California Civil Code §1951.2 or any other applicable right or remedy provision allowing for recovery of damages for such breach, including but not limited to the following:
(i) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus
(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus
(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus
(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodelin g the Premises or any portion thereof for a new tenant (whether performed by Landlord or Landlord's property manager), whether for the same or a different use, and any special concessions made to obtain a new tenant, including, without limitation, any rent abatement; and (v) 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 comp uted by allowing interest at the Interest Rate set forth in Section 4.5 of this Lease. 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%).

19.2.2 Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover rent as it becomes due, if lessee has !$#

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the right to sublet or assign, subject only to reasonable limitati ons). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

Notwithstanding Landlord’s exercise of the remedy described in California Civ il Code Section 1951.4 in respect of any Event of Default, at any time thereafter as Landlord may elect in writing, Landlord may terminate this Lease and Tenant’s right to possession of the Premises and recover an award of damages as provided in Section 19.2.1 above.

19.2.3 Landlord may, but shall not be obligated to, make any such payment or perform or otherwise cure any such obligation, provision, covenant or condition on Tenant's part to be observed or performed (and may enter the Premises for such purposes). In the event of Tenant's failure to perform any of its obligations or covenants under this Lease, and such failure to perform poses a material risk of injury or harm to persons or damage to or loss of property, then Landlord shall have the right to cure or otherwise perform such covenant or obligation at any time after such failure to perform by Tenant, whether or not any such notice or cure period set forth in Section 19.1 above has expired. Any such actions undertaken by La ndlord pursuant to the fo regoing provisions of this Section 19.2.3 shall not be deemed a waiver of Landlord's rights and remedies as a result of Tenant's failure to perform and shall not release Tenant from any of its obligations under this Lease.

19.2.4 Landlord shall at all times have the rights a nd remedies (which sha ll be cumulative with each other and cumulative and in addition to those rights and remedies available under Sections 19.2.1 and 19.2.3, above, or any law or other provision of this Lease), without prior demand or notice except as required by applicable law, to seek any declaratory, injunctive or other equita ble relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any prov ision hereof. Even if an eviction moratoria exists, to the extent allowed by applicable law, Landlord shall have th e right to continue this Lease in effect and bring an action to collect rent due under this Lease (including an action against any guarantors of Tenant's obligations under this Lease) and otherwise exercise Landlord's rights and remedies under this Lease in cluding, but not limited to, Landlord's right to apply or draw upon any security deposit or letter of credit delivered to Landlord pursuant to this Lease.

19.3 Payment by Tenant. Tenant shall pay to Landlo rd, within fifteen (15) days after delivery by Landlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with Landlord's performance or cure of any of Tenant's ob ligations pursuant to the provisions of Section 19.2.3 above; and (ii) sums equal to all expenditures made and obligations incurred by Landlord in collecting or attempting to collect the Rent or in enfo rcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, includi ng, without limitation, all legal fees and other amounts so expended. Tenant's obligations under this Section 19.3 shall survive the expiration or sooner termination of the Lease Term.

19.4 Sublessees of Tenant. Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Article 19, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements fo r possession entered into by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements. In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

19.5 Waiver of Default. No waiver by Landlord of any violation or breach by Tenant of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation or breach by Tenant of the same or any other of the terms, provisions, and covenants herein contained.

Forbearance by Landlord in enforcement of one or more of the remedies herein provided upon a default by Tenant shall not be deemed or construed to constitute a waiver of such default. The acceptance of any Rent hereunder by Landlord following the occurrence of any default, whether or not known to Landlord, shall not be deemed a waiver of any such default, except only a default in the payment of the Rent so accepted.

19.6 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord's interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to te rminate this Lease or Tenant's right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant's !$#

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obligations hereunder, unless express written notice of su ch intention is sent by Landl ord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

19.7 Form of Payment After Default. Following the occu rrence of an Event of Default, Landlord shall have the right to require that any or all subsequent amo unts paid by Tenant to Landlo rd hereunder, whether to cure the default in question or otherwise, be paid in the form of cash, money order, cashier's or certified check drawn on an institution acceptable to Landlord, or by other means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form.

19.8 Recapture of Landlord Concessions. In addition to all other remedies of Landlord, any agreement by Landlord for the giving or paying by Landlord to or for Tenant, of any cash or other bonus, inducement or consideration for Tenant’s entering into this Lease, any re nt credits or tenant improve ment construction allowances provided to Tenant, or any and all direct and indirect costs incurred by Landlord arising out of the design or construction of any tenant improvements for the Premises (or allowances therefor) in connection with this Lease, all of which concessions are hereinafter collectively referred to as “Landlord Concessions,” shall be deemed conditioned upon Tenant’s full and faithful performance of all of the terms, covenants and conditions of this Lease to be performed by Tenant during the Lease Term. Upon the occurrence of an Event of Default, all such Landlord Concessions shall automatically be deemed void and of no further force or effect, and the unamortized portion of any Landlord Concession shall be immediately due and payable by Tenant to Landlord, and recoverable by Landlord as additional Rent due under this Lease, notwithstanding any subsequent cure by Tenant of said Event of Default. The acceptance by Landlord of Rent or other charges or consideration, or the cure of the Event of Default which initiated the operation of this Section 19.8 shall not be deemed a waiver by Landlord of the provisions of this Section unless specifically so stated in writing by Landlord at the time of such acceptance.

19.9 Tenant’s Waivers. TENANT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CALIFORNIA CIVIL CODE AND BY SECTIONS 1174(c) AND 1179

OF THE CALIFORNIA CODE OF CIVIL PROCEDUR E AND ANY AND ALL OTHER LAWS, RULES AND

REGULATIONS FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM OR THEREAFTER

PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT’S BREACH.

19.10 Landlord's Default. In the event of any failure by Landlord to perform, fulfill or observe any agreement by Landlord herein, in no event will Landlord be deemed to be in default under this Lease until the Tenant shall have given written notice of such f ailure to any holder of a m ortgage or to any ground lessor of which Tenant shall have been advised and until a reasonable period of time shall have elapsed following the giving of such notice, during which such holder or ground lessor shall have the right, but not the obligation, to remedy such failure.

ARTICLE 20

SECURITY DEPOSIT
Intentionally Omitted.

ARTICLE 21

COMPLIANCE WITH LAW

21.1 Laws. Subject to the provisions of Section 21.2, Tenant will, at its sole cost and expense, strictly comply with all existing or future applicable municipal, state and fede ral and other governmental statutes, rules, requirements, regulations, laws and or dinances, including zoning ordinanc es and regulations, and covenants, easements and restrictions of record (collectively, the " Laws"); which relate to (i) Tenant’s use of the Premises, (ii) Alterations constructed or installed by, or at the direction of, Tenant, or (iii) the Building’s Structure, the Building’s Systems, and the common areas of the Project ( but, as to such Building’s Structure, Building’s Systems, and common areas, only to the extent such obligations are triggered by (a) Tenant Alterations made by Tenant in or to the Premises which would not co nstitute normal, typical and customary business office improvements, or (b) Tenant’s use of the Premises for non-general office use or (c) Tenant’s (or any Tenant Party's) acts in the common !$#

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areas) or (iv) the Handling of any Hazardous Materials by Tenant or any Tenant Party. Tenant will, at its sole cost and expense, obtain any and all licenses or permits necessa ry for Tenant's use of the Premises. For purposes hereof, "Tenant Party") means any of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective agents, contractors, employees, licensees, guests and invitees. Tenant will, at its sole cost and expense, promptly comply with the requirements of any board of fire underwriters or other similar body now or hereafter constituted. Tenant will indemnify, defend (by counsel reasonably satisfactory to Landlord), protect and hold Landlord harmless from and against any loss, cost, expense, damage, attorneys' fees or liability arising out of the failure of Tenant to comply with any Law. For purposes hereof, "Building’s Structure" means the Building’s roof and roof membrane, elevator shafts, footings, foundations, structural portions of load-bearing wa lls, structural floors and subfloors, structural columns and beams, and curtain walls. Tenant's obligation pursuant to such indemnity will survive the expiration or earlier termination of this Lease.

21.2 Accessibility. Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA"), and those provisions of California law and other local laws and ordinances, and regulations a nd guidelines promulgated ther eunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “Regional Accessibility Laws”), establish requirements for business operations, accessibility and barrier removal, and that certain requirements under ADA Title III and Regional Accessibility Laws may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant's business is deemed a "public accommodation" or "commercial facility", (2) wh ether such requirements are "readily achievable", and (3) whether a given alteration affects a primary function area or triggers "path of travel" requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III an d Regional Accessibility Laws complia nce in the common areas of the Building, except as provided below, (b) Tenant shall be responsible for ADA Title III and Regional Accessibility Laws compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in connection with this Lease, it being understood that any pre-existing leasehold improvements in the Premises are delivered as-is, and the responsibility for their compliance with ADA, Regional Accessibility Laws, and other laws will be borne by Tenant; (c ) notwithstanding anything in this S ection to the contrary, Tenant will be responsible, at its cost, for complian ce with the ADA and Regional Accessibility Laws requirements if and to the extent that such ADA or Regional Accessibility Laws requirements would otherwise make Tenant rather than Landlord primarily responsible for making such alteration or addition; (d) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III and Regional Accessibility Laws "path of travel" requirements triggered by alterations in the Pr emises, (e) Landlord may perform, or require Tenant to perform, and Tenant shall be responsible for the cost of, ADA Title III and Regional Accessibility Laws compliance in the common areas of the Building necessitated by the Building or Premises being deemed to be a "public accommodation" instead of a "commercial facility" as a result of Tenant's (or its subtenant’s or assignee’s) use of the Premises, or necessitated to accommodate the special needs of the employee(s) of Tenant or any assignee or subtenant of Tenant; and (f) Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant's employees. In the event of a conflict between this Section 21.2 and any other provision of this Lease, the provisions of this Section 21.2 will control.

21.3 Hazardous Materials.

21.3.1 Restrictions. Tenant shall conduct its business and shall cause each Tenant Party (as defined above) to act in such a manner as to (a) not release or permit the release of any Hazardous Material in, under, on or about the Premises or Project, or (b) not use, st ore, generate, treat, discharge, dispense, handle, manufacture, transport or dispose of (collectively, "Handle"), any Hazardous Materials (other than incidental amounts of customary cleaning and office supplies) in or about the Premises or Project without the prior written consent of Landlord, which consent Landlord may withhold in its so le and absolute discr etion (collectively, " Hazardous Materials Consent Requirements"), and any Hazardous Material stored or otherwise kept by Tenant in the Premises must be appropriately labeled as to the contents and hazardous nature, and in any event must be labeled, stored and otherwise Handled strictly in accord ance with all applicable environmental regulations. “ Hazardous Material" means any hazardous, explosive, radioactive or toxic substance, material or waste which is or becomes regulated by any local, state or federal governmental authority or agency, including, without limitation, any material or substance which is (i) defined or listed as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” “hazardous material,” “pollutant” or “contaminant” under any regulation, (ii) petroleum derivative, (iii) a !$#

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flammable explosive, (iv) a radioactive material or waste, (v ) a polychlorinated biphenyl, (vi) asbestos or asbestos containing material, (vii) infectious waste, or (viii) a carcinogen. Tenant will not be liable to Landlord for the cost or expense related to removal, cleaning, abatement or remediation of Hazardous Material existing in the Premises prior to the date Landlord tenders possession of the Premises to Tenant, including, without limitation, Hazardous Material in the ground water or soil, except to the extent that any of the foregoing results directly or indirectly from any act or omission by Tenant or any Tenant Party, or any Hazardous Material disturbed, distributed or exacerbated by Tenant or any Tenant Party. For purposes of this Paragraph 21.3, Tenant, not Landlord, will have the burden to prove with reasonable and unequivocal documentation that such Hazardous Material were in fact pre-existing in the Premises prior to the date Landlord tendered possession of the Premises to Tenant.

21.3.2 Additional Obligations. If any Hazardous Materials shall be released into the environment comprising or surrounding the Project in connection with the acts, omissions or operations of Tenant or any Tenant Party, Tenant shall at its sole expense promptly prep are a remediation plan therefore consistent with applicable regulations and recommended industry practices (and appr oved by Landlord and all governmental agencies having jurisdiction) to fully remed iate such release, and thereaf ter shall prosecute the remed iation plan so approved in completion with all reasonable diligence and to the satisfaction of Landlord and applicable governmental agencies. If any Hazardous Materials are Handled in, under, on or about the Premises during the Term, or if Landlord determines in good faith that any release of any Hazardous Material or violation of Hazardous Material or violation of Hazardous Material Regulations may have occurred in, on, under or about the Premises during the Term, Landlord may require Tenant to, at Tenant’s sole expense, (i) retain a qualified environmental consultant reasonably satisfactory to Landlord to conduct a reasonable investigation (an “Environmental Assessment”) of a nature and scope reasonably approved in writing in advance by Landlord with respect to the existence of any Hazardous Materials in, on, under or about the Premises and providing a review of all Hazardous Materials activities of Tenant and the Tenant Parties, and (ii) provide to Landlord a reasonably detailed, written report, prepared in accordance with the institutional real estate standards, of the Environmental Assessment.

21.3.3 Indemnity. Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect and hold Landlord and all Landlord Parties harmless from and against any and all claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expens es (including attorneys’ and consultant’s fees and court costs), demands, causes of action, or judg ments directly or indirectly arising out of or related to the use, generation, storage, release, or disposal of Hazardous Materials by Tenant or any of Tenant’s Parties in, on, under or about the Premises, the Building or the Project or surrounding land or environment, which inde mnity shall include, without limitation, damages for personal or bodily injury, property damage, damage to the environment or natural resources occurring on or off the premises, losses attributable to diminution in value or adverse effects on marketability, the cost of any investigation, monitoring, gove rnment oversight, repair, removal, re mediation, restoration, abatement, and disposal, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the expiration or earlier termination of this Lease. Neither the consent by Landlord to the use, generation, storage, release or disposal of Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant’s obligation of indemnification pursuant to this Section 21.3.3. Tenant’s indemnity oblig ations under this Section 21.3.3 shall not apply to actions taken in the ordinary course of Tenant’s role as a first responder in response to any emergency at the Project (for example, putting out a fire in a portion of the Project not caused by Tenant). Tenant’s obligation pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease.

21.4 Inspection by a CASp in Accordance with Civil Code Section 1938. Landlord hereby informs Tenant that as of the date of this Lease, the Premises, Building and Project have not undergone inspection by a Certified Access Specialist as referred to in Section 1938 of the California Civil Code. The foregoing verification is included in this Lease solely for the purpose of complying with California Civil Code Section 1938 and shall not in any manner affect Landlord’s and Tenant’s respective responsibilities for compliance with construction-related accessibility standards as provided under this Lease. As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follows: “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, !$#

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and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of the foregoing, Landlord and Tenant hereby agree that (a) any CASp inspection requested by Tenant shall be conducted at Tenant’s sole cost by a CASp inspector approved by Landlord, and (b) Tenant is responsible for making any repairs within th e Premises to correct violations of construction-related accessibility standards disclosed by such inspection requested by Tenant at Tenant’s sole cost and expense.

ARTICLE 22

ENTRY BY LANDLORD
Landlord (or Landlord's property manager) reserves the right at all reasonable times and upon reasonable notice to Tenant (except in the case of an emergency) to enter the Premises to (i) inspect them; (ii) show the Premises to prospective purchasers, mortgagees or tenants, or to current or prospective mortgagees, ground or underlying lessors or insurers; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s Systems. Notwithstanding anything to the contrary contained in this Article 22, Landlord (or Landlord's property manager) may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform.

Landlord (or Landlord's property manager) may make any su ch entries without the abatement of Rent and may 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, and any other loss occasioned thereby. 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 use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord 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 Te nant from any portion of the Premises. No provision of this Lease shall be construed as obligating Landlord to perfor m any repairs, alterations or decorations except as otherwise expressly agreed to be performed by Landlord herein.

ARTICLE 23

TENANT PARKING

23.1 Tenant Parking. Tenant shall provide throughout the Lease Term the number of monthly unreserved parking spaces set forth in Section 11 of the Summary, located in those portions of the Parking Facilities as may be designated by Landlord from time to time. Tenant's continued right to use the unreserved parking spaces is conditioned upon Tenant abiding by all rules and regulations which are prescribed from time to time for the orderly operation and use of the Parking Facilities and upon Tenant's cooperation in seeing that Tenant's employees and visitors also comply with such rules and regulations. In addition, Landlord may assign any parking spaces and/or make all or a portion of such spaces reserved or institute an attendant-assisted tandem parking program and/or valet parking program if Landlord determines in its so le discretion that such is ne cessary or desirable for orderly and efficient parking.

Landlord specifically reserves the right, from time to time, to change the size, configuration, design, layout, location and all other aspects of the Parking Facilities, and Tenant acknowledges and agrees that Landlord, from time to time, may, without incurring any liability to Tenant and without any abatement of Rent under this Lease temporarily close- off or restrict access to the Parking Facilities, or temporarily relocate Tenant's parking spaces (including the Reserved Spaces) to other parking structures and/or surface parking areas within a reasonable distance from the Parking Facilities, for purposes of permitting or facilitating any such construction, alteration or improvements or to accommodate or facilitate renovation, alteration, construction or other modification of other improvements or structures located on the Project. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to Landlord. The unreserved parking spaces provided to Tenant pursuant to this Article 23 are provided solely for use by Tenant's own personnel and such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord's prior approval.

Tenant may park its vehicles in the Reserved Spaces overnight and on weekends. !$#

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23.2 Other Terms. Landlord specifically reserves the righ t to change the size, configuration, design, layout and all other aspects of the Project parking fac ility at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and w ithout any abatement of Rent under this Lease, from time to time, close-off or restrict access to the Project parking facility for purposes of permitting or facilitating any such construction, alteration or improvements. Tenant ag rees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to provide any parking, including any failure to provide reserved parking spaces, when such failure is occasioned, in whole or in part, by construction, alteration, improvements, repairs or replacements, by any strike, lockout or other labor trouble, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause; and such failures shall never 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. In any such event, Landlord may have to relocate the Reserved Spaces to a new location mutually acceptable to Landlord and Tenant. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any parking as set forth in this Ar ticle 23. The unreserved parking spaces provided to Tenant pursuant to this Article 23 are provided to Tenant solely for use by Tenant's own personnel and such passes may not be transferred, assi gned, subleased or ot herwise alienated by Ten ant without Landlord 's prior approval.

Tenant may validate visitor parking by such method or methods as may be established from time to time, at the validation rate from time to time generally applicable to visitor parking.

23.3 Parking Procedures. The unreserved parking spaces initially will not be separately identified; however Landlord reserves the right in its sole and absolute discretion to separately identify by signs or other markings the area to which Tenant's unreserved parking spaces relate. Landlord shall have no obligation to monitor the use of such parking facility, nor shall Landlord be responsible for any loss or damage to any vehicle or other property or for any injury to any person. Tenant's unreserved parking spaces shall be used only for parking of automobiles no larger than full size passenger automobiles, sp ort utility vehicles or pick-up trucks in connection with Tenant's business operations at the Premises only during the hours that Tena nt and/or its personnel are conducting business operations from the Premises; provided, however, occasional overnight parking associated with Tenant's or its personnel's conduct of business from the Premises shall be permitted, s ubject to Tenant's and/or its personnel's compliance with Landlord's rules related to such overnight parking. Tenant shall comply with all rules and regulations which may be prescribed from time to time with respect to parking and/or the parking facilities servicing the Project. Tenant shall not at any time use more parking spaces in the Project parking facility than the number of unreserved parking spaces so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project parking facility not designated by Landlord as a non-exclusive parking area. Tenant shall not have the exclusive right to use any specific parking space, except as expressly provided in this Lease. If any person or entity has the exclusive right to use any particular parking space(s), Tenant shall not use such spaces. All trucks (other than pick-up trucks) and delivery vehicles shall be (i) parked at the designated areas of the surface parking lot (which designated areas are subject to change by Landlord at any time), (ii) load ed and unloaded in a manner which does not in terfere with the businesses of other occupants of the Project, and (iii) permitted to remain on the Project only so long as is reasonably necessary to complete loading and unloading. Notwithstanding the fore going, Tenant may temporar ily park fire engines or ambulances along the curb in the parking area located in front of the Premises as necessa ry to unload any items or attend a meeting at the Premises (which in no event such temporary parking exceed two (2) hours), provided that in no event shall such vehicles interfere with the parking or accessways of the Project. In the event Landlord elects in its sole and absolute discretion or is required by any law to limit or control parking, whether by validation of parking tickets or any other method of assessment, Tenant agrees to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord.

ARTICLE 24

MISCELLANEOUS PROVISIONS

24.1 Terms; Captions. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections. !$#

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[Alameda Fire Department]

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24.2 Binding Effect. Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

24.3 No Waiver. No waiver of any provision of this Lease shall be implied by any failure of a party to enforce any remedy on account of the violation of such provision, even if such violation shall continue or be repeated subsequently, any waiver by a party of any provision of this Lease may only be in writing, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or of Tenant's right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

24.4 Modification of Lease; Financials. Should any cu rrent or prospective mortgagee or ground lessor for the Project require a modification or modifications of th is Lease, which modification or modifications will not cause an increased cost or expense to Tenant or in an y other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and deliver the same to Landlord within ten (10) days following the request therefor. Should Landlord or any such current or prospective mortgagee or ground lessor require execution of a short form of Lease for recording, containing, among other customa ry provisions, the names of the parties, a description of the Premises and the Lease Term, Tenant agrees to execute such short form of Lease and to deliver the same to Landlord within ten (10) days following the request therefor. Within ten (10) days after Landlord’s request, Tenant will furnish Tenant’s and any Guarantor’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared financial statements. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to Landlord Tenant’s most recent annual and quarterly reports. Landlord will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except (1) to Landlord’s Mortgagee or prospective mortgagees or purchasers of the Building, (2) in litigation between Landlord and Tenant, and/or (3) if required by Law or court order. Tenant shall not be requir ed to deliver the financial statements required under this Section 24.4 more than once in any 12-month period unless requested by Landlord’s Mortgagee or a prospective buyer or lender of the Building.

24.5 Transfer of Landlord's Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project, the Building and/or in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder after the date of transfer. Without limiting the generality of the foregoing, it is acknowledged and agreed that the liability of Landlord under this Lease is limited to its actual period of ownership of title to the Building. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Project or Building and such transferee shall be without personal liability under this Lease, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder.

24.6 Prohibition Against Recording. Except as provided in Section 24.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording th ereof in violation of this provision shall make this Lease null and void at Landlord's election.

24.7 Landlord's Title; Air Rights. Landlord's title is and always shall be paramount to the title of Tenant.

Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord. !$#

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[Alameda Fire Department]

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No rights to any view or to light or air over any propert y, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant's obligations under this Lease.

24.8 Tenant's Signs.

24.8.1 Identification Sign. Tenant shall be entitled to one (1) identification sign above the entry doors of the Premises (the " Identification Sign"), which signage shall consist so lely of the name “Alameda Fire Department Administration” or any other name reasonably approved by Landlord and/or its logo, subject to Landlord’s prior approval of such signage and Tenant’s compliance with the other provisions of this Section. Tenant shall pay for the cost and installation of the Identif ication Sign and Tenant shall pay for an y additions, deletions or modifications to the Identification Sign; provided, however, any additions, deletions or modifications to the Identification Sign shall be subject to the prior written approval of Landlord, in La ndlord's sole discretion. The Identification Sign shall be installed by a signage contractor designated by Landlord. The lo cation, quality, design, style and size of the Identification Sign shall be consistent with the Landlord's Building standard signage program and shall be subject to Landlord's prior written approval, in its reasonable discretion. Upon the expiration or earlier termination of this Lease, Tenant shall be responsible, at its sole cost and expense, for the removal of the Identification Sign and the repair of all damage to the Building caused by such removal

24.8.2 Multi-Tenant Floors. If other tenants occupy space on the floor on which the Premises is located, Tenant's identifying signage sha ll be provided by Landlord, at Tenan t's cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord's Building standard signage program.

24.8.3 Building Directory. Tenant shall be entitled, at Tenant's sole cost and expense, to its pro rata share of lines on the Building directory to display Tenant's name and location in the Building. The location, quality, design, style, and size of such signage shall be consistent with the Landlord's Building standard signage program. Any changes to Tenant's directory signage shall be at Tenant's sole cost and expense.

24.8.4 Standards. Tenant’s signs, as set forth in th is subsection 24.8, shall be installed by a signage contractor designated by Landlord. The location, quality, design, st yle, lighting and size of such signs shall be consistent with the Landlord's Building standard signage program and shall be subject to Landlord's prior written approval, in its reasonable discretion. Upon the ex piration or earlier termination of this Lease, Tenant shall be responsible, at its sole cost and expense, for the removal of such signage and the repair of all damage to the Building caused by installation or such removal.

24.8.5 Prohibited Signage and Other Items. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the common areas. Any signs, window coveri ngs, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible fr om the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.

24.9 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressl y understood and agreed th at neither the method of computation of Rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

24.10 Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant's designati on of such payments, to s atisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect. !$#

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-29- MARINA VILLAGE
[Alameda Fire Department]

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24.11 Time of Essence. Time is of the essence of this Lease and each of its provisions.

24.12 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such ter m, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

24.13 No Warranty. In executing and delivering this Lease, Tenant has not relied on any representation, including, but not limited to, any representation whatsoever as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warra nty or any statement of Landlord which is not set forth herein or in one or more of the Exhibits attached hereto.

24.14 Landlord Exculpation. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithsta nding any applicable law to the cont rary, the liability of Landlord and the Landlord Parties hereunder (including any successor landlord) and any recourse by Tenant against Landlord or the Landlord Parties shall be limited solely and exclusively to an amount which is e qual to the ownership interest of Landlord in the Building (excluding any proceeds thereof), and neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant.

24.15 Entire Agreement. It is understood and acknowled ged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter 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 occu pancy 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 a dded 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.

24.16 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Building, the Other Existing Buildings and/or in any other building and/or any portion of the Project as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building, the Other Existing Buildings or Project.

24.17 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, permitting delays, inspection delays, the inability to obtain or unavailability of services, labor, or materials or reasonable substitutes there for, failure of power or utilities, governmental ac tions, orders or declarations, eviction moratoria, riots, insurrection, civil commotion, sabotage , vandalism, explosion, war, natural or local emergency, including public health emergencies, pandemics, epidemics or other outbreaks of virus or disease, fire, flood, severe weather or other casualty, or any other cause beyond the reasonable control of the party obligated to perform, whether foreseen or unforeseen and including ev ents that may or may not be related to the events enumerated herein, except with respect to the obligations imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease, and each party's obligations to comply with applicable laws (each, a " Force Majeure "), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party's performance caused by a Force Majeure.
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[Alameda Fire Department]

4898-8190-7315, v. 5

24.18 Waiver of Redemption and Common Law Defenses by Tenant. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to (i) redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease, or (ii) disavow the effectiveness of this Lease or claim that Tenant is excused from Tenant's obligations with regard to Rent and other charges to be paid by Tenant pursuant to this Lease based on any common law doctrines of frustration of purpose or impracticability or impo ssibility of performance regardless of the occurrence of events making performance of Tenant's obligatio ns under this Lease unprofitable, less prof itable or more difficult, including the unavailability of a particular source of funds.

24.19 Notices. All notices, demands, statements, desi gnations, approvals or other communications (collectively, "Notices") given or required to be given by either part y to the other hereunder or by law shall be in writing, shall be (A) sent by United States certified or regi stered mail, postage prepaid, return receipt requested ("Mail"), (B) transmitted by email, if such email is promptly fo llowed by a Notice sent by Mail, (C) delivered by a nationally recognized overnight courier, or (D) deliver ed personally. Any Notice sh all be sent, transmitted, or delivered, as the case may be, to Tenant at the appropriate address set forth in Section 5 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord, or to Landlord at the addresses set forth below, or to such other places as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given (i) three (3) days after the date it is posted if sent by Mail, (ii) the date the telecopy is transmitted, (iii) the date the overnight courier delivery is made, or (iv) the date personal delivery is made or attempted to be made.

If Tenant is notified of the identity and address of Landlord's mortgagee or ground or underlying lessor, Tenant shall give to such mortgagee or ground or underlying lessor written notice of any default by Landlord under the terms of this Lease by registered or certified mail, and such mortgagee or ground or underlying lessor shall be given a reasonable opportunity to cure su ch default prior to Tenant's exercising any remedy available to Tenant. As of th e date of this Lease, any Notices to Landlord must be sent, transmitted, or delivered, as the case may be, to the following addresses:

G&I IX Marina Village Office Park LP
c/o DRA Advisors LLC
575 Fifth Avenue, 38th Floor
New York, NY 10017
Attention: Asset Manager
With copies to:

CBRE
2020 Challenger Drive, Suite 101
Alameda, CA 94501
Attention: Property Manager
Email: [email protected]
and
Blue Rise Ventures
2020 Challenger Drive, Suite 101
Alameda, CA 94501
Attention: Dan J. Poritzky
and
Ziontz & Radick LLP
1299 Ocean Avenue, Suite 750
Santa Monica, CA 90401
Attention: Mitch Ziontz, Esq.

24.20 Joint and Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.
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-31- MARINA VILLAGE
[Alameda Fire Department]

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24.21 Authority. If Tenant is a corporation or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Project is located and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is auth orized to do so. Tenant warrants and represents to Landlord that Tenant is not, and shall not become, a person or entity with whom Landlord is restricted from doing business with under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocki ng Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities.

24.22 Jury Trial; Jurisdiction; Attorneys' Fees. In a ny action or proceeding arising herefrom, Landlord and Tenant hereby consent to the jurisdiction of any competent court within the State of California and service of process by any means authorized by California law. In the event Landlord commences any summary proceedings or action for nonpayment of rent, Tenant shall not interpose any counterclaim of any nature or description (unless such counterclaim shall be mandatory) in any such proceeding or action, but shall be relegated to an independent action at law. THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE. IF THE JURY WAIVER PROVISIONS OF THIS SECTION 24.22 ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE FOLLOWING PROVISIONS OF THIS SECTION 24.22 SHALL APPLY. It is the desire and intention of the parties to agree upon a mechanism and procedure unde r which controversies and disputes arising out of this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly, except with respect to actions for unlawful or forcible detainer or with respect to the prejudgment remedy of attachment, any action, proceeding or counterclaim brought by either part y hereto against the other (and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters whatsoever arising out of or in any way connected with this Lease, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage, whether sounding in contract, tort, or otherwise, shall be he ard and resolved by a referee under the provisions of the California Code of Civil Procedure, Sections 638-645.1, inclusive (as same may be amended, or any successor statute(s) thereto) (collectively, the “Referee Sections”). Any fee to initiate the judicial reference proceedings and all fees charged and costs incurred by the referee shall be paid by the party initia ting such procedure (except that if a reporter is requested by either party, then a reporter shall be present at all proceedings where requested and the fees of such reporter, except for copies ordered by the other par ties, shall be borne by the party requesting the reporter); provided however, that allocation of the costs and fees, including any initiation fee, of such proceeding shall be ultimately determined in accordance with this Section 24.22. The venue of the proceedings shall be in the county in which the Premises are located. Within ten (10) days of receipt by any party of a written request to resolve any dispute or controversy purs uant to this Section 24.22, the parties shall agree upon a single referee who shall try all issues, whether of fact or law, and report a find ing and judgment on such issues as requ ired by the Referee Sections. If the parties are unable to agree upon a referee within such ten (10) day period, then any party may thereafter file a lawsuit in the county in which the Premises are located for the purpose of appointment of a referee under the Referee Sections.

If the referee is appointed by the court, the referee shall be a neutral and impartial retir ed judge with substantial experience in the relevant matters to be determined, from Jams/Endispute, Inc., the American Arbitration Association or similar mediation/arbitration entity. The proposed referee may be challenge d by any party for any of the grounds listed in the Referee Sections. The referee shall have the power to decide all issues of fact and law and report his or her decision on such issues, and to issue all recognized remedies available at law or in equity for any cause of action that is before the referee, including an award of attorneys’ fees and costs in accordance with this Lease. The referee shall not, however, have the power to award punitive damages, nor any other damages which are not permitted by the express provisions of this Lease, and the parties hereby wa ive any right to recover any such damages. The parties shall be entitled to conduct all discovery as provided in the California Code of Civil Procedure, and the referee shall oversee discovery and may enforce all discovery orders in th e same manner as any trial court judge, with rights to regulate discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available under California law. The reference proceeding shall be conducted in accordance with California law (including the rules of evidence), and in all regards, the referee shall follow California law applicable at the time of the reference proceeding. The parties shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms of this Section 24.22. In this regard, the parties agree that the parties and the referee shall use best efforts to ensure that (i) discovery be conducted for a period no longer than six (6) months from the date the referee is !$#

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[Alameda Fire Department]

4898-8190-7315, v. 5
appointed, excluding motions regarding discovery, and (ii) a tria l date be set within nine (9) months of the date the referee is appointed. In accordance with Section 644 of the California Code of Civil Pr ocedure, the decision of the referee upon the whole issue must stand as the decision of the court, and upon the filing of the statement of decision with the clerk of the court, or with the judge if there is no clerk, judgment may be entered thereon in the same manner as if the action had been tried by the court. Any decision of the referee and/or judgment or other order entered thereon shall be appealable to the same extent and in the same manne r that such decision, judg ment, or orde r would be appealable if rendered by a judge of the superior court in which venue is proper hereunder. The referee shall in his/her statement of decision set forth his/her findings of fact and conclusions of law. The parties intend this general reference agreement to be specifically enforceable in accordance with th e California Code of Civil Procedure. Nothing in this Section 24.22 shall prejudice the right of any party to obtain provisional relief or other equitable remedies from a court of competent jurisdiction as shall otherwise be availabl e under the California Code of Civil Procedure and/or applicable court rules. In any action for the enforcement, defe nse or interpretation of either party's right under this Lease, in addition to the rents and other sums found to be due hereunder, the prevailing party will be entitled to payment of all collection and court costs incurred together with reasonable attorneys' and paralegals' fees, whether such fees and costs be incurred out of court, at trial, on appeal, or in any bankruptcy, arbitration or other administrative proceedings. "Prevailing party" with in the meaning of this Paragraph includes a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to th e relief sought in the action or proceedi ng. The provisions of this Section

24.22 will survive expiration or termination of this Lease.

24.23 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the state in which the Project is located.

24.24 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant, and Landlord's lender holding a lien with respect to the Building has approved this Lease and the terms and conditions hereof.

24.25 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the " Brokers"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent other than the Brokers. Tenant further represents and warrants to Landlord that Tenant will not receive (i) any portion of any potential brokerage commission or finder's fee payable to the Broker in connection with this Lease, or (ii) any other form of compensation or incentive from the Broker with respect to this transaction.

24.26 Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

24.27 Building Name and Signage. Landlord shall have the right at any time to change the name(s) of the Building, the Other Existing Buildings and Project and to install, affix and maintain any and all signs on the exterior and on the interior of the Building, the Other Existing Build ings and any portion of the Project as Landlord may, in Landlord's sole discretion, desire. Tenant shall not use the names of the Bu ilding, the Other Existing Buildings or Project or use pictures or illustrations of the Building, the Other Existing Buildings or Project in advertising or other publicity, without the prior written consent of Landlord.

24.28 Building Directory. At Tenant's cost, Landlord shall include Tenant's name and location in the Building on one (1) line on the Building directory.
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[Alameda Fire Department]

4898-8190-7315, v. 5

24.29 Confidentiality; Non-disclosure of Lease Terms. Tenant acknowledges and agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord. Disclosure of the terms could adversely affect the ability of Landlord to negotiate other leases an d impair Landlord's relationshi p with other tenants.

Accordingly, Tenant agrees that it, and its partners, offi cers, directors, employees, agents (including real estate brokers) and attorneys, shall not disclo se the terms and conditions of this Lease to any public information source or to any other tenant or apparent prospective tenant of the Building or other portion of the Real Property, or to any real estate broker or agent, either directly or indirectly, without the prior written consent of Landlord. This provision is subject to applicable California law regarding public meetings and public records, including the Ralph M. Brown Act (Gov. Code. § 54950 et seq.) and California Public Records Act (Gov. Code § 7920.000 et seq.). In the event it is conclusively established based on reasonable evidence that Tenant has breached its obligations under this Section 24.29 to keep the terms of this Lease confidential, Landlord shall have the right to terminate this Lease and to recover from Tenant the costs incurred by Landlord in entering into this Lease, and may also exercise such other remedies as may be available at law or in equity by reason of such breach by Tenant.

24.30 Landlord's Construction. It is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, ren ovate, repair or decorate the Premises, the Building, the Other Existing Buildings, the Project, or any part thereof and th at no representations or warranties respecting the condition of the Premises, the Building, the Other Existing Buildings or the Project have been made by Landlord to Tenant, except as specifically set forth in this Lease. However, Tenant hereby acknowledges that Landlord may during the Lease Term renovate, improve, alter, or modify (collectively, the "Renovations") the Project, the Building and/or the Premises including without limitation the parking structure, common areas, Building’s Systems, roof, and structural portions of the same, wh ich Renovations may include, without limitation, (i) installing sprinklers in the Building common areas and tenant spaces, (ii) modifying the common areas and tenant spaces to comply with applicable laws and regulations, including regulations relati ng to the physically disabled, seismic conditions, and building safety and security, and (iii) installing new floo r covering, lighting, and wall coverings in the Building common areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building.

Tenant hereby agrees that such Renovations and Landlord's actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect in jury to or interference with Tenant's business arising from the Renovations, nor shall Tenant be entitled to any compensatio n or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting from the Renovations or Landlord's actions in connecti on with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord's actions.

24.31 Non-Waiver. No provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by either party hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord's right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the full amount due. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or of Tenant's right of possession hereunder, or af ter the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit, or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

24.32 Counterparts; Facsimile, Electronic Signature and Emailed Signatures. This Lease may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement or document. A signed copy of this Lease transmitted by facsimile, !$#

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[Alameda Fire Department]

4898-8190-7315, v. 5
email, DocuSign or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Lease for all purposes.

24.33 Transportation Management. Tenant shall fully comply with all present or future government- mandated programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the tr ansportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

24.34 Substitution of Other Premises. Landlord shall have the right to move Tenant to other space in the Project comparable in size to the Premises, and all terms hereof shall apply to the new space with equal force. In such event, Landlord shall give Tenant prior notice of Landlord's election to so relocate Tenant, and shall move Tenant's effects to the new space at Landlord's sole cost and expe nse at such time and in such manner as to inconvenience Tenant as little as reasonably practicable. The new space shall be delivered to Tenant with improvements substantially similar to those improvements existing in the Premises at the time of Landlord's notification to Tenant of the relocation.

Simultaneously with such relocation of the Premises, the parties sh all immediately execute an amendment to this Lease stating the relocation of the Premises. In the event that Tenant fails to vacate and surrender the Premises to Landlord on the date scheduled by Landlord for Tenant’s relocation to any new space, without Landlord’s consent, such holding over in the Premises will be deemed a tenancy at su fferance and the terms and provisions of Article 16 of this Lease shall apply, including but not limited to, Tenant’ s obligation to pay Base Rent for the Premises at a monthly rate equal to one hundred fifty (150%) of the Base Rent applicable during the last rental period of the Lease Term..

24.35 Communications and Computer Lines. Tenant may install, maintain, replace, remove or use any communications or computer wires and cables (collectively, the " Lines") at the Building in or serving the Premises, provided that (i) Tenant shall obtain Landlord's prior writt en consent, use an experienced and qualified contractor approved in writing by Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease, (ii) an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Project, as determined in Landlord's reasonable opinion, (iii) the Lines therefor (including riser cables) shall be appropriately insulated to prevent excessive electromagnetic fiel ds or radiation, and shall be surrounded by a protective conduit reasonably acceptable to Landlord, (iv) any new or existing Lines servicing the Premises shall comply with all applicable governmental laws and regulat ions, (v) Tenant shall comply with the Landlord’s riser management policy for the Building and Tenant shall use the Building’s Riser Manager for all vertical pulls of Lines from the Main Point of Entry (“MPOE) room to Tenant’s floor (neither Tenant nor its contractors, service providers or cable installers shall have access to the Building’s risers), (vi) Tenant shall remove all Lines installed by or on behalf of Tenant back to the MPOE room, and repair any damage in connection with such removal, upon the expiration or earlier termination of this Lease (and if Tenant fails to complete such removal and/or to repair any damage caused by the removal of such Lines, Landlord may do so and Tenant shall reimburse Landlord for the cost thereof, as an obligation which shall expressly survive termination of this Lease), and (vii) Tenant shall pay all costs in connection therewith, including any fees charged by Landlord for Tenant's use of the Building's telecommunications capacity in excess of Tenant's pro-rata share thereof. Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any laws or represent a dangerous or potentially dangerous condition. In addition, any and all Lines installed in the Premises or elsewhere in the Project by or on behalf of Tenant must be removed before the expiration or earlier termination of this Lease, by Tenant; if Tenant fails to do so, then Landlord may (without obligation) elect to perform such removal at Tenant's sole cost, with such cost to be paid as additional rent.

24.36 Office and Communications Services.

24.36.1 The Provider. Landlord has advised Tenant that certain office and communications services may be offered to tenants of the Building by a concessionaire under contract to Landlord (" Provider").

Tenant shall be permitted to contract with Provider for the provision of any or all of such services on such terms and conditions as Tenant and Provider may agree.

24.37 Other Terms. Tenant acknowledges and agrees that: (i) Landlord has made no warranty or representation to Tenant with respect to the availability of any su ch services, or the quality , reliability or suitability !$#

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[Alameda Fire Department]

4898-8190-7315, v. 5
thereof; (ii) the Provider is not acting as the agent or representative of Landlord in the provision of such services, and Landlord shall have no liability or responsibility for any failure or inadequacy of such services, or any equipment or facilities used in the furnishing thereof, or any act or omission of Provider, or its agents, employees, representatives, officers or contractors; (iii) Landlord shall have no resp onsibility or liability for the installation, alteration, repair, maintenance, furnishing, operation, adjustment or removal of any such services, equipment or facilities; and (iv) any contract or other agreement between Tenant and Provider shall be independent of this Lease, the obligations of Tenant hereunder, and the rights of Landlord hereunder, and, without limiting the foregoing, no default or failure of Provider with respect to any such services, eq uipment or facilities, or under any contract or agreement relating thereto, shall have any effect on this Lease or give to Tenant any of fset or defense to the full and timely performance of its obligations hereunder, or entitle Tenant to any abatement of rent or additional rent or any other payment required to be made by Tenant hereunder, or constitute any accrual or constructive eviction of Tenant, or otherwise give rise to any other claim of any nature against Landlord.
[SIGNATURES ON NEXT PAGE]
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1 IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

LANDLORD:

G&I IX MARINA VILLAGE OFFICE PARK LP,
a Delaware limited partnership
By: G&I IX Marina Village OP GP LLC,
a Delaware limited liability company
its General Partner
By:

Name:

Its:

TENANT:

CITY OF ALAMEDA,
a Charter City of the State of California,
on behalf of the Alameda Fire Department
By:

Name:

Title: ,QWHULP&LW\0DQDJHU&LW\RI$ODPHGD
Recommended for Approval:

By:

Name:

Title: Fire Chief, City of Alameda
Approved as to Form:

By:

Name:

Title: Assistant City Attorney, City of Alameda
4898-8190-7315, v. 5
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EXHIBIT A
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MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5

EXHIBIT A

OUTLINE OF FLOOR PLAN OF PREMISES

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EXHIBIT B
-1-

4898-8190-7315, v. 5

EXHIBIT B

INTENTIONALLY OMITTED

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EXHIBIT C
-1-

MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5

EXHIBIT C

AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE (" Amendment") is made and entered into effective as of ____________, 2026, by and between G&I IX MARINA VILLAGE OFFICE PARK LP , a Delaware limited partnership ("Landlord"), and CITY OF ALAMEDA , a Charter City of the State of California, on behalf of the Alameda Fire Department ("Tenant").

R E C I T A L S :

A. Landlord and Tenant entered in to that certain Office Lease dated as of January 6, 2026 (the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain "Premises", as described in the Lease, in that certain Building located at 1001 Marina Village Parkway, Alameda, California .

B. Except as otherwise set forth herein, all capitalized terms used in this Amendment shall have the same meaning as such terms have in the Lease.

C. Landlord and Tenant desire to amend the Leas e to confirm the Commencement Date and the Expiration Date of the Lease Term, as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Confirmation of Dates. The parties hereby confirm that (A) the Lease Term commenced as of _________________, 2026 (the "Commencement Date").

2. No Further Modification. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect. [SIGNATURES ON NEXT PAGE]

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EXHIBIT C
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MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
IN WITNESS WHEREOF, this Amendment to Lease has been executed as of the day and year first above written.

Landlord:

G&I IX MARINA VILLAGE OFFICE PARK LP,
a Delaware limited partnership
By: G&I IX Marina Village OP GP LLC,
a Delaware limited liability company
its General Partner

B y :

N a m e :

I t s :

Tenant:

CITY OF ALAMEDA,
a Charter City of the State of California,
on behalf of the Alameda Fire Department

B y :

N a m e :

Title: City Manager, City of Alameda

Recommended for Approval:

B y :

N a m e :

Title: Fire Chief, City of Alameda

Approved as to Form:

B y :

N a m e :

Title: Assistant City Attorney, City of Alameda

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EXHIBIT D
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MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5

EXHIBIT D

RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperform ance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Building or Real Property.

1. Tenant shall not place any lock(s) on any door, or install any security system (including, without limitation, card key systems, alarms or security cameras), in the Premises or Building without Landlord's prior written consent, which consent shall not be unr easonably withheld, and Landlord shall have the right to retain at all times and to use keys or other access codes or devices to all locks and/or se curity system within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and Tenant shall not make any duplicate keys. All ke ys shall be returned to Landlord at the expiration or early termination of this Lease. Further, if and to the extent Tenant re-keys, re-programs or otherwise changes any locks at the Project, Tenant shall be obligated to restore all such locks and key systems to be consistent with the master lock and key system at the Building, all at Tenant's sole cost and expense.

2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises, unless electrical hold backs have been installed. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises.

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as are customary for comparable buildings in the vici nity of the Building. Tena nt, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may be required to sign the Building register when so doing. After-hours access by Tenant's authorized employees may be provided by hard-key, card-key access or other procedures adopted by Landlord from time to time; Tenant shall pay for the costs of all access cards provided to Tenant's employees and all replacements thereof for lost, stolen or damaged cards. Access to the Building and/or Real Property may be refused unless the person seeking access has proper identification or has a previously arranged pass for such access. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building and/or Real Property of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building and/or Real Property during the continuance of same by any means it deems appropriate for the safety and protection of life and property.

4. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building. At Landlord’s election, prior to Tenant bringing in any safes or other heavy objects into the Building, Landlord shall have the right to retain a structural engineer to review Tenant’s plans and specifications for any such safes or other heavy objects, and Tenant sha ll promptly reimburse Landlord for all costs and expenses associated with such structural engineering review. Safes an d other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. All damage done to any part of the Building, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility of Tenant and any expense of said damage or injury shall be borne by Tenant.

5. No furniture, freight, packages, supplies, equipment or merchandise will be brought into or removed from the Building or carried up or down in the elevators, except upon prior notice to Landlord, and in such manner, in such specific elevator, and between such hours as shall be designated by Landlord. Tenant shall provide Landlord with not less than 24 hours prior notice of the need to utilize an elevator for any such purpose, so as to provide Landlord with a reasonable period to schedule such use and to install su ch padding or take such other actions or prescribe such procedures as are appropriate to protect against damage to the elevators or other parts of the Building. Masonite and corner guards are required during all moves of furniture, fre ight and equipment into or out of the Building, Tenant shall not leave any doors propped open duri ng any moving activities and Tenant sh all be responsible for the cost of !$#

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EXHIBIT D
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MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
all extra security provided during any moving activities. Tenant shall assu me all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in conn ection with the activity, Tenant shall be solely liable for any resulting damage or loss.

6. Landlord shall have the right to control and operate the public portions of the Building and Real Property, the public facilities, the heating and air conditioning, and any other facilities furnished for the common use of tenants, in such manner as is customary for comparable buildings in the vicinity of the Building.

7. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard graphics for the Building. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants, and no other directory shall be permitted unless previously consented to by Landlord in writing.

8. The requirements of Tenant will be attended to only upon application at the management office of the Real Property or at such office location designated by Landlord.

9. Tenant shall not disturb, solicit, or canvass any occupant of the Building or Real Property and shall cooperate with Landlord or Landlord's agents to prevent same.

10. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stop page or damage resulting from the violation of this rule sh all be borne by the tenant who, or whose employees or agents, shall have caused it.

11. Tenant shall not overload the floor of the Premises. Tenant shall not mark, drive nails or screws, or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof without Landlord's consent first had and obtained; provided, howeve r, Landlord's prior consen t shall not be required with respect to Tenant's placement of pictures and other normal office wall hangings on the interior walls of the Premises (but at the end of the Term, Tenant shall repair any holes and other damage to the Premises resulting therefrom).

12. Except for vending machines intended for the sole use of Tenant's employees and invitees, no vending machine or machines of any description other than frac tional horsepower office mach ines shall be installed, maintained or operated upon the Premises without the written consent of Landlord. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord.

13. Tenant shall not use any method of heating or air cond itioning other than that which may be supplied by Landlord, without the prior written consent of Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of el ectronic or gas heating devices, portable coolers (such as "move n cools") or space heaters, without Landlord's prior written consent, and any such approval will be for devices that meet federal, state and local code.

14. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Real Property, except for those substa nces as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws, rules and regulations. Tenant shall not, without Landlord's pr ior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Real Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Laws which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant, and shall remain solely liable for the costs of abatement and removal. !$#

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EXHIBIT D
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MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5

15. Tenant shall not use, keep or permit to be used or kept , any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building or R eal Property by reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having business therewith.

16. Tenant shall not bring into or keep within the Real Property, the Building or the Premises any animals (except attired, licensed service animals assisting disabled persons in strict compliance with all requirements of the Americans with Disabilities Act), birds, fish tanks, bicycles or other vehicles. Emotional support animals shall not be permitted within the Real Property, the Building or the Premises.

17. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premis es or the Building. Tenant shall not use, or permit any part of the Premises to be used, for lodging, sleeping or for any illegal purpose.

18. No cooking shall be done or permitted by Tenant on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters' laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages, provided that such use is in accordance with all applicable federal, state and city laws, codes, or dinances, rules and regulations, and does not cause odors which are objectionable to Landlord and other tenants. Any water coolers or water dispensers located in the Premises shall be equipped with leak detection with automated shut-off at the angle stop.

19. Landlord will approve where and how telephone and telegraph wires and other cabling are to be introduced to the Premises. No boring or cuttin g for wires shall be allowed without the consent of Landlord. The location of telephone, call boxes and other office equipment and/or systems affixed to the Premises shall be subject to the approval of Landlord. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building.

20. Landlord reserves the right to exclude or expel from the Building and/or Real Property any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations or cause harm to Building occupants and/or property.

21. All contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to Landlord's prior approval, which approval sha ll not be unreasonably withheld, and shall be required to comply with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time.

22. Tenant, its employees and agents sh all not loiter in the entrances or corridors, nor in any way obstruct the sidewalks, lobby, halls, stairways or elevators, and shall use the same only as a means of ingress and egress for the Premises.

23. Tenant at all times shall maintain the entire Premises in a neat and clean, first class condition, free of debris.

Tenant shall not place items, inclu ding, without limitation, any boxes, files, trash receptacles or loose cabling or wiring, in or near any window to the Premises which would be visible anywhere from the exterior of the Premises.

24. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Building's heating and air conditioning system, including, without limitation, the use of window blinds to block solar heat load, and shall refrain from attemptin g to adjust any controls. Tenant shall comply with Landlord’s efforts to lower window blinds along the East, South and West elevations. Tenant shall comply with and participate in any program for metering or otherwise measuring the use of utilities and services, including, without limitation, programs requiring the disclosure or reporting of the use of any utilities or services.

Tenant shall also cooperate and comply with, participate in, and assist in the implementation of (and take no action that is inconsistent with, or which would result in Landlord, the Building and/or the Real Property failing to comply with the requirements of) any conservation, sustainability, recycling, energy efficiency, energy shedding, and waste reduction programs, environmental protection efforts and/or other programs that are in place and/or implemented from time to time at the Building and/or the Real Property, including, without limitation, any required reporting, disclosure, !$#

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EXHIBIT D
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MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
rating or compliance system or program (including, but not limited to any LEED [Leadership in Energy and Environmental Design] rating or compliance system, including those currently coordinated through the U.S. Green Building Council).

25. Tenant shall store all its recyclables, trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of recyclables, trash and garbage in the city in which the Real Property is located without viola tion of any law or ordinance governing su ch disposal. All trash, garbage and refuse disposal shall be made only through entry-ways an d elevators provided for such purposes at such times as Landlord shall designate.

26. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

27. Tenant shall assume any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed, when the Premises are not occupied, or when the Premises' entry is not manned by Tenant on a regular basis.

28. No awnings or other projection shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises without the prior written consent of Landlord. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills. All electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and bulb color approved by Landlord.

29. The washing and/or detailing of or, the installation of windshields, radios, telephones in or general work on, automobiles shall not be allowed on the Real Property, except under specific arrangement with Landlord.

30. Food vendors shall be allowed in the Building upon receipt of a written request from the Tenant. The food vendor shall service only the tenants that have a written request on file in the management office of the Real Property.

Under no circumstance shall the food vendor display their products in a public or co mmon area including corridors and elevator lobbies. Any failure to comply with this rule shall result in immediate pe rmanent withdrawal of the vendor from the Building. Tenants shall obtain ice, drinking water, linen, barbering, shoe polishing, floor polishing, cleaning, janitorial, plant care or other similar services only from vendors who have registered with the Building office and who have been approved by Landlord for provision of such services in the Premises.

31. Tenant must comply with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord.

32. Tenant shall comply with any non-smoking ordinance adopted by any applicable governmental authority.

Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the common areas, unless the common areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the common ar eas or any other part of the Building. Landlord shall have the right to designate the Buildin g (including the Premises) as a non-sm oking building. “Smoking”, as used herein, shall be deemed to include vaping and the use of e-cigarettes, smokeless cigarettes and other similar products.

All rules and regulations set forth in this Exhibit D applicab le to the smoking of tobacco products also apply to the use of e-cigarettes, smokeless cigarettes and other similar products.

33. Tenant shall not take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord's or any other tenant's or occupant's business or with the rights and privileges of any person lawfully in the Building (" Labor Disruption"). Tenant assumes all liability with respect to any Labor Disruption caused by or arising out of Tenant’s actions and Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives !$#

%!"

EXHIBIT D
-5-

MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees, or agents.

34. No tents, shacks, temporary or permanent structures of any kind shall be allowed on the Real Property. No personal belongings may be left unattended in any common areas.

35. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord's sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.

36. Landlord shall have the right to de signate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.

37. The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

38. Notwithstanding anything to the contrary set forth in the Lease or these Rules and Regulations, in order to maintain a clean, safe and healthy environment for the tenants, patrons and employees of the Project, Landlord reserves the right, but shall have no obligation, to implemen t a protocol for screening all i ndividuals entering the Project, mandating the use of face coverings or other personal prot ective equipment, and/or establishing other measures in connection with any health emergency related to a virus, disease, pandemic, epidemic or similar cause. Landlord may preclude entry to those who refuse to participate in such screening or other measures or who fail to meet the screening or other requirements set forth in such protocol.

PARKING RULES AND REGULATIONS
(i) Landlord reserves the right to establish and reasona bly change the hours for the parking areas, on a non- discriminatory basis, from time to time. Tenant shall not store or permit its employees to store any automobiles in the parking areas without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the parking areas, or on the Real Property.

The Parking Facilities may not be used by Tenant or its agents for overnight parking of vehicles. If it is necessary for Tenant or its employees to leave an automobile in th e Parking Facility overnight (exc ept as otherwise expressly permitted under the Lease), Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile.
(ii) Tenant (including Tenant's agents) will use the parking spaces solely for the purpose of parking passenger model cars, small vans and small trucks and will comply in all respects with any rules and regulations that may be promulgated by Landlord from time to time with respect to the Pa rking Facilities. Notwithstanding the foregoing, Tenant may temporarily park fire engines or ambulances alon g the curb in the parking area located in front of the Premises as necessary to unload any items or attend a meeting at the Premises (which in no event such temporary parking exceed two (2) hours), provided that in no event shall such vehicles interfere with the parking or accessways of the Project.
(iii) Cars must be parked entirely with in the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars.
(iv) All directional signs and arrows must be observed. (v) The speed limit shall be 5 miles per hour.
(vi) Parking spaces reserved for handicapped persons must be used only by vehicles properly designated. !$#

%!"

EXHIBIT D
-6-

MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
(vii) Parking is prohibited in all ar eas not expressly designated for parking, including without limitation:
(a) areas not striped for parking;
(b) aisles;
(c) where "no parking" signs are posted;
(d) ramps; and
(e) loading zones.
(viii) Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void. (ix) Parking managers or attendants are not authorized to make or allow any exceptions to these Rules. (x) Every parker is required to park and lock his/her own car. (xi) Loss or theft of parking pass, id entification, key cards or other such devices must be reported to Landlord and to the parking manager immediately. Any parking devi ces reported lost or stolen found on any authorized car will be confiscated and the illegal holder w ill be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must be reported to the office of the parking manager immediately. (xii) Washing, waxing, cleaning or servicing of any vehicl e by the customer and/or his agents is prohibited.

Parking spaces may be used only for parking automobiles. (xiii) Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules. (xiv) Neither Landlord nor any operator of the Parking Fac ilities within the Project, as the same are designated and modified by Landlord, in its sole discretion, from time to time will be liable for loss of or damage to any vehicle or any contents of such vehicle or accessories to any such vehicle, or any property left in any of the Parking Facilities, resulting from fire, theft, vandalism, accident, conduct of other users of the Parking Facilities and other persons, or any other casualty or cause. Further, Tenant understands and agrees that: (i) Landlord will not be obligated to provide any traffic control, security protection or operator for the Parking Facilities; (ii) Tenant uses the Parking Facilities at its own risk; and (iii) Landlord will not be liable for personal injury or death, or theft, loss of or damage to property.

Tenant indemnifies and agrees to hold Landlord, any operator of the Parking Facilities and th eir respective agents harmless from and against any and all claims, demands, and actions arising out of the use of the Parking Facilities by Tenant and its agents, whether brought by any of such persons or any other person. (xv) Tenant will ensure that any vehicle parked in any of the parking spaces will be kept in proper repair and will not leak excessive amounts of oil or grease or any amount of gasoline. If any of the parking spaces are at any time used: (i) for any purpose other than parking as provided above; (ii) in any way or manner reasonably objectionable to Landlord; or (iii) by Tenant after default by Tenant under the Lease, Landlord, in addition to any other rights otherwise available to Landlord, may consider such default an Event of Default under the Lease. (xvi) Tenant's right to use th e Parking Facilities will be in common with other tenants of the Project and with other parties permitted by Landlord to use the Parking Facilities. Landlord reserves the right to assign and reassign, from time to time, particular parking spaces for use by persons selected by Landlord, provided that Tenant's rights under the Lease are preserved. Landlord will not be liable to Tenant for any unavailability of Tenant's designated spaces, if any, nor will any unava ilability entitle Tenant to any refund, deduction, or allowan ce. Tenant will not park in any numbered space or any space designated as: RESERVED, HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or similar designation).
(xvii) If the Parking Facilities are damaged or destroyed, or if the use of the Parking Facilities is limited or prohibited by any governmental authority, or the use or operation of the Parking Facilities is limited or prevented by strikes or other labor difficulties or other causes beyond Landlord's control, Tenant's inability to use the parking spaces will not subject Landlord or any operator of the Parking Facilities to any liability to Tenant and will not relieve Tenant !$#

%!"

EXHIBIT D
-7-

MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5
of any of its obligations under the Lease and the Lease will remain in full force and effect. Tenant will pay to Landlord upon demand, and Tenant indemnifies Landlord against, any and all lo ss or damage to the Parking Facilities, or any equipment, fixtures, or signs used in connection with the Parking Facilities and any adjoining buildings or structures caused by Tenant or any of its agents.
(xviii) Tenant has no right to assign or sublicense any of its rights in the unre served parking spaces, except as part of a permitted assignment or sublease of the Lease; howeve r, Tenant may allocate the un reserved parking spaces among its employees.
(xix) Tenant shall be responsible for the observance of a ll of the foregoing rules by Tenant's employees, agents, clients, customers, invitees or guests. Landlord may waiv e any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Building and/or Real Property. Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable 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, Building and Real Propert y, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant or to any other person for the nonobservance of the Rules and Regulations by another tenant or other person. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

COMMON AREA AMENITIES RULES AND REGULATIONS

1. Tenant understands that Landlord has provided certain common area amenities for Tenant’s non-exclusive use.

Such amenities are for the us e of tenants during regular business ho urs and shall be rese rved through the management office in advance. Tena nt and Tenant's agents, employees and invitees shall adhe re to all rules Landlord sets forth in this Lease with respect to use of the amenities, and such changes thereto and such additional rules as Landlord may elect from time to time. Landlord may cease to provide an amenity or amenities without notice. Landlord may suspend or terminate Tenant’s use of any amenity if Landlord reasonably determines that the rules applicable to such use are not being followed by Tenant or its agents, employees, or invitees.

2. Tenant understands and agrees that: (i) Tenant uses the amenities at its own risk; and (ii) Landlord will not be liable for personal injury or death, or theft, loss of or dama ge to property. Tenant agrees to indemnify, defend, and hold harmless Landlord and its agents, contractors, and employees from and against any and all losses, damages, claims, demands, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and actions arising out of the use of the amenities by Tenant and its agents, employees and invitees, whether any such claims, demands, or actions are brought by any of such persons or any other person.

3. All amenities offered shall remain at the locations designated by Landlor d all times. Tenant must use the equipment only in the manner intended. Landlord reserves the right to limit Tenant’s use of any equipment or amenities to ensure the equitable use of the equipment and amenities by all tenants. Tenant shall not move or modify the equipment in any manner whatsoever. If you believe any equipment is malfunctioning, please notify Landlord immediately.

4. Tenant shall be responsible for the cost or repairs or replacements of any amenities that are not returned to management after use or are damaged during the use of any such amenity by Tenant or Tenant's agents, employees or invitees and Tenant shall reimburse Landlord for any such cost within thirty (30) days after receipt of an invoice therefor.

5. Tenant and its agents, employees, and invitees shall conduct themselves in a quiet and well-mannered fashion when on or about the amenities and not cause any disturbances or interfer e with the use or enjoyment of the amenities by other tenants.

6. No alcoholic beverages shall be permitted at any of the amenities at any time. !$#

%!"

EXHIBIT D
-8-

MARINA VILLAGE
[Alameda Fire Department]

4898-8190-7315, v. 5

7. Neither Tenant nor its agents, employees or invitees shall smoke or permit smoking in the amenity areas at any time.

8. If a common conference room is provided for use by tenants of the Building, then Tenant shall have the non- exclusive use of such conference room. Tenant acknowledges and agrees that use of any such conference room is strictly on a “first-come, first-serve” basis and any requests to use such conference room must be communicated to the management office for the Project prior to such use. Tenant acknowledges and agrees that use of any such conference room shall be subject to all of the terms, covena nts and conditions of this Lease, including, without limitation, Landlord’s rules and regula tions promulgated from time to time w ith respect to the use thereof.

Landlord may charge a reasonable cleaning fee in connec tion with Tenant’s use of the conference room, and Landlord may charge Tenant for specific optional services made available to Tenant (if any).

9. If the Building provides a common usage bicycles, then in addition to such facilities usage being subject to all of the terms, covenants and conditions of this Lease, Landlord's standard form of waiver and usage agreement must be signed prior to usage of such amenities.

!$#

%!"

Form C

3201 Doolan Road, Suite 285 ● Livermore, CA 94551 ● Phone (925) 837-0667 ● FAX (925) 290-1543

CERTIFICATE OF COVERAGE

Certificate Holder and
Additional Covered Party: G&I IX Marina Village Office Park LP , (Landlord), its members, partners, managers, parent, trustees, beneficiaries, affiliates, subsidiaries, Landlord's mortgagee, Landlord's managing agent, Landlord's investment advisor, and their respective officers, directors, agents, employees and successors and assigns.

Attention: Asset Manager
c/o DRA Advisors LLC.
575 Fifth Avenue, 38th Floor
New York, NY 10017

This certifies that the coverage
Described herein has been issued to: City of Alameda

Description of Activity: Marina Village Office Lease on behalf of the Alameda Fire Department.

Date(s) of Activity: 12-22-2025 to 06-30-2031

Location of Activity: 1001 Marina Village Parkway, Alameda, CA

Entity Providing Coverage Excess Coverage Certificate
Expiration Date
California Joint Powers Risk Management Authority $3,250,000 excess of
$ 750,000
June 30, 2026

The following coverage is in effect and is provided through participation in a risk sharing joint powers authority: general liability, automobile liability, employment practices liability, and public officials errors & omissions pooled self -insurance, as defined in the Memorandum of Coverage on file with the entity and which will be made available upon request. General liability includes coverage for sexual abuse and molestation.

The coverage being provided is limited to the activity and the time period indicated herein and is subject to all the terms, conditions and exclusions of the Memorandum of Coverage of the California Joint Powers Risk Management Authority.

Pursuant to Section II, subsection 8, relating to the definition of a covered party, the certificate holder named herein is o nly an additional covered party for covered claims arising out of the activity described herein and is subject to the limits stated herein.

Coverage is in effect at this time and will not be cancelled, limited or allowed to expire at any date other than that indicated herein except upon 30 days written notice to the certificate holder.

January 5, 2026__________________
Date

Tony Giles, CPCU, ARM-P, General Manager
Authorized Signature Name and Title

Certificate Number: FORM142195

Alameda City CouncilJanuary 20, 2026

Alameda City Council
January 20, 2026