CRC MVHV NASA EUL RAFLAW Comparison Commentts

RAF LAW REVISIONS/NOTES/QUESTIONS – August 19, 2024

Working Copy Includes Amendment 1, Amendment 2, Amendment 3, Amendment 4, and Amendment 5, [Draft Exhibit “C” and draft Exhibit “O”]

ENHANCED USE LEASE

BETWEEN NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

AMES RESEARCH CENTER AND

MOUNTAIN VIEW HOUSING VENTURES LLC FOR THE HOUSING PROJECT

December 12, 2018

MVHV Housing EULA FINAL SAA2 – 403430

NASA AMES RESEARCH CENTER ENHANCED USE LEASE

[Amended and Restated Basic Lease Information

Effective Date: December 31, 2018.

Landlord: NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, an Agency of the United States, acting by and through Ames Research Center located at Moffett Field, California.

Tenant: MOUNTAIN VIEW HOUSING VENTURES LLC, a California limited liability company, and its permitted successors and assigns.

Premises: The improved real property described in Exhibit A-1 and depicted on Exhibit A-2 and Exhibit A-4 containing approximately 47.67 acres of gross land area, located at NASA Ames Research Center, Moffett Field, California.

Property: The land, the buildings and other improvements known as NASA Ames Research Center, Moffett Field, California 94035 – 1000.

Transition Term: The period commencing on the Effective Date and ending on December 31, 2024.

Initial Development Term: The period commencing on the Commencement Date and ending on the date that is sixty (60) months thereafter.

Initial Term: The period commencing on the calendar date immediately following the last day of the Initial Development Term and ending on the Expiration Date, subject to the Parties’ respective rights to terminate this Lease during the Initial Term in accordance with section 9.2.

Commencement Date: The calendar date immediately following the last day of the Transition Term.

Expiration Date: The date that is seventy (70) years after the Commencement Date, or any earlier termination of this Lease

Base Rent (dollars per Lease Year): For each full and partial Lease Year until the end of the Transition Term: Zero U.S. Dollars ($0); for the Initial Development Term: Zero U.S. Dollars ($0); for each Lease Year of the Initial Term: Base Rent shall be determined in accordance with section 4.1(c).

Security Deposit: Zero U.S. Dollars ($0).

Rent Payment Address:

NASA Shared Service Center (NSSC)-

FMD Accounts Receivable

Attn: For the Accounts of Ames Research Center (Agreement #SAA2-403430)

Bldg. 1111, C Road

Stennis Space Center, MS 39529

Permitted Uses and Entitled Uses of the Premises: The Permitted Uses of the Premises shall be residential uses (including Ancillary Uses) and Retail Uses. The Entitled Uses of the Premises shall be limited to: (a) 2,078 Housing Units (the “Entitled Housing Units”) and all Required Core Space (as defined in section 1.147), (b) 250,000 Square Feet of Ancillary Uses (the “Entitled Ancillary Use”), and (c) 100,000 Square Feet for Retail Spaces (the “Entitled Retail Use”; together with the Entitled Housing Units, the Required Core Space, and the Entitled Ancillary Use collectively, the “Entitled Uses”). Notwithstanding anything to the contrary herein, Ancillary Uses consisting of outdoor or partially enclosed or covered spaces, facilities, courts, lawns, trails, gardens, pools, decks, porches and similar areas which, in each case, are designed to be utilized by residents of the Housing Units and their guests and invitees for sports, recreation, fitness, athletic, leisure and other similar activities, dining or picnicking, lounging, or other related uses shall be permitted as Ancillary Uses, but shall not be counted against the 250,000 Square Feet limitation for the Entitled Ancillary Use. All Permitted Uses and Entitled Uses shall be consistent with the Housing MIMP attached hereto as Exhibit H.

Landlord’s Address:

With a copy to:

Tenant’s Address:

With a copy to:

NASA Ames Research Center

Attn: NASA Research Park

Mail Stop 204-2

P.O. Box 1

Moffett Field, CA 94035-0001

National Aeronautics and Space Administration

Attn: Director, Facilities and Real Estate Division

300 E. Street SW

Washington DC 20546

Mountain View Housing Ventures LLC

c/o CRC Companies LLC

4401 N. Fairfax Drive, Suite 800

Arlington, Virginia 22203

Attn: Phil Cowley

CRC Companies LLC

4401 N. Fairfax Drive, Suite 800

Arlington, Virginia 22203

Attn: David Brody, Corporate Counsel

The foregoing [Amended and Restated] Basic Lease Information is incorporated in and made a part of the Lease to which it is attached. If there is any conflict between the [Amended and Restated] Basic Lease Information and the Lease, the [Amended and Restated] Basic Lease Information shall control.

MVHV Housing EULA SAA2 – 403430

TABLE OF CONTENTS

Exhibit A – Diagrams

Exhibit A-1 – Legal Description of Premises

Exhibit A-2 – Boundary Survey

Exhibit A-3 – Legal Description of Property

Exhibit A-4 – Site Diagram of Premises

Exhibit A-5 – Initial Housing Phase Parcels

Exhibit A-6 – Minimum Final Housing Phase Parcels

Exhibit B – Conceptual Development Plan and Project Schedule

Exhibit B-1 – Project Description

Exhibit B-2 – Conceptual Development Plan

Exhibit B-3 – Project Schedule

Exhibit C – Construction Provisions

Exhibit C-1 – Construction Code Matrix

Exhibit D – Housing EIMP

Exhibit E – Schedule of Environmental Disclosures

Exhibit E-1 – List of Environmental Agreements

Exhibit E-2 – List of Environmental Reports

Exhibit E-3 – Environmental Baseline Study/Disclosure of Existing Environmental Conditions

Exhibit E-4 – Record of Decision

Exhibit F – Housing Natural Resources Management Plan

Exhibit G – Housing Management Plan

TABLE OF CONTENTS Article

Exhibit H – Housing MIMP

Exhibit H-1 – Applicable Provisions of the ROD

Exhibit I – Housing TDM Plan

Exhibit J – Schedule of Landlord Reserved Spaces

Exhibit K – Maintenance Costs of Off-Site Improvements

Exhibit L – Memorandum of Lease

Exhibit M – MEW Coordination Agreement

Exhibit N – List of NASA ARC Regulations

Exhibit O – Master Utility Plan

Exhibit O-1 – Domestic Water

Exhibit O-2 – Storm Water

Exhibit O-3 – Sanitary Sewer

Exhibit O-4 – Natural Gas (PG&E)

Exhibit O-5 – Electrical (PG&E)

Exhibit O-6 – Telecom

Exhibit O-7 – Reclaimed Water

Exhibit P – Schedule of Existing Tenant Agreements

Exhibit P-1 – CANG Permitted Area

Exhibit P-2 – Diagram of Existing Tenant Agreements

Exhibit Q – Retail Management Plan

Exhibit R – Off-Site Improvements

Exhibit R-1 – Street Improvements

Exhibit S – Form of Support Agreement

Exhibit T – Form of Temporary Construction License

Exhibit U – Building Height Restrictions

Exhibit V – Demolition Plan

Exhibit W – Infrastructure Improvements

NASA AMES RESEARCH CENTER

ENHANCED USE LEASE

This Lease (as defined in section 1.90) is made as of the Effective Date (as defined in section 1.40), by and between Landlord (as defined in section 1.87) and Tenant (as defined in section 1.174). This Lease is made under the authority of 51 U.S.C. § 20145, with reference to the following facts:

R E C I T A L S

A. Landlord is committed to using its resources to the greatest public benefit and thus will take advantage of its unique capabilities, stock of land, and facilities.

B. Landlord desires to enter into this Lease for the Premises (as defined in section 1.133), which constitutes a limited portion of the Property (as defined in section 1.138). Landlord, acting by and through NASA ARC (as defined in section 1.107), in collaboration with the cities of Sunnyvale and Mountain View and other cooperating agencies, prepared an EIS (as defined in section 1.42) to study the development and reuse of the Property. Public input on the EIS took place over approximately two (2) years, and the EIS was adopted in November 2002. Housing is a key mitigation component of the EIS and the ROD (as defined in section 1.154). Landlord has now agreed to lease the Premises to Tenant on the terms and conditions set forth in this Lease.

C. Landlord and GSA (as defined in section 1.66) partnered to issue a RFP (as defined in section 1.153) for the housing development opportunity. Tenant submitted a proposal in response to the RFP, which was determined by Landlord and GSA to be the proposal best-suited to meet Landlord’s goals set forth in the RFP. Tenant was selected as the preferred selected lessee as described in the RFP.

D. Tenant desires to enter into this Lease for the purpose of designing, developing, financing, constructing, leasing, and managing a housing project funded by private capital on the Premises.

E. The Premises are not being provided to Tenant as government furnished property under any Government (as defined in section 1.65) contract or subcontract, and there is no intention for Rent to be charged or submitted for payment as a direct or indirect cost or charge under any such Government contract or subcontract.

F. Neither Landlord nor the Government is or will be a party to any of the construction contracts supporting the construction of the Project. [As between and among Landlord, Government and Tenant], Tenant shall develop and construct the Project at its sole cost and expense. The Project will be developed and constructed solely through the expenditure of funds received from private sources (i.e., sources other than Landlord or the Government) and the

performance of construction contracts between Tenant and private contractors. Neither the State of California nor any political subdivision of the State of California has furnished plans, specifications, or criteria for the development or construction of the Project. No awarding bodies of the State of California has controlled or carried out [or will control] or carry out the development or construction of the Project. None of the square footage of the Project has been or is intended to be leased to the State of California or any political subdivision of the State of California.

G. During the Term of this Lease, neither Landlord nor the Government will own [any portion of] the Project (including, but not limited to, any goods, materials, supplies, equipment ordered, in transit, or stored on the Premises or other designated staging area) to be installed or incorporated into the Project), operate or occupy any space within the Project, or offer any government services out of the Project (other than the Off-Site Improvements (as defined in section 1.117)). [Further, as of the Expiration Date of this Lease, title to the Project shall be transferred from Tenant to a successor tenant that will manage the Project (which shall be determined through a subsequent solicitation process)].

NOW, THEREFORE, the Parties agree as follows.

ARTICLE 1 Definitions

In addition to other terms that may be defined in this Lease, the following terms as used in this Lease shall have the following meanings, applicable, as appropriate, to both the singular and plural forms of the terms herein defined.

1.1 Additional Information. “Additional Information” means such other information, drawings (architectural, engineering, mechanical/electrical/plumbing or otherwise, and stamped by an appropriate design professional), calculations (architectural, engineering, mechanical/ electrical/plumbing or otherwise, and stamped by an appropriate design professional) or other materials that Landlord Representative (as defined in the Construction Provisions) may reasonably require in connection with a change proposed by Tenant pursuant to the Construction Provisions (as defined in section 1.34 or a Technical Submittal (as defined in section 1.171).

1.2 Additional Rent. “Additional Rent” means all charges, costs, expenses and other amounts (other than Base Rent (as defined in section 1.16) that Tenant is required to pay to Landlord under this Lease, costs of Modified ISP Services (as defined in section 1.102), Demand Services (as defined in section 1.35), Maintenance Costs (as defined in section 1.93) and Utilities (as defined in section 1.184)), together with all interest, late charges, penalties, costs and expenses payable to Landlord that may accrue thereto pursuant to specific provisions of this Lease or be incurred by Landlord to third parties in the event of Tenant’s breach with respect to any refusal or failure to pay such amounts, [and all damages, costs and expenses that Landlord may incur by reason of Tenant’s breach of this Lease], and all other monetary obligations (except Base Rent) due or payable by Tenant to Landlord under this Lease.

1.3 Adjustment Event. “Adjustment Event” means the occurrence of any of the following: (a) there is a material increase in the standard Utility costs to be incurred by Tenant for Utilities to serve the Premises that arises from Landlord’s election to delegate or assign its obligations with respect to Utilities pursuant to section 7.1(b) hereof; (b) any New NASA ARC Regulation that is not waived in accordance with the procedures set forth in section 5.4(a), a new plan or policy adopted by NASA ARC, or an amendment to an existing NASA ARC plan or policy, including an amendment to the NASA ARC Integrated Cultural Resources Management Plan, that has a material adverse economic impact upon Tenant’s use and operation of the Premises; (c) changes in Federal laws that impact Landlord’s facilities that has a material adverse economic impact upon Tenant’s use and operation of the Premises that puts Tenant at a competitive disadvantage to the local housing market; (d) a Landlord Delay that results in a material adverse economic impact upon Tenant’s development, use or operation of the Premises; (e) Tenant determines or discovers that that actual scope of the Existing Environmental Condition of the Premises is materially more costly to remedy than could reasonably be anticipated based upon the contents of the Environmental Reports and Environmental Agreements; or (f) an event occurs that could cause a Force Majeure Delay which event has a material adverse effect upon the economics or operation of the Project.

1.4 Affiliate. “Affiliate” means, with respect to Tenant, any other person or entity controlled by, controlling or under common control therewith. As used in this definition, “control” (and the correlative terms “controlled by” and “controlling”) means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the business and affairs of the person or entity in question by reason of the ownership of beneficial interests, by contract or otherwise.

1.5 Affordable Housing Unit. “Affordable Housing Unit” has the meaning set forth in the Housing Management Plan (as defined in section 1.69).

1.6 Alterations. “Alterations” means, with respect to each building or other improvement located on the Premises, any improvements, additions, renovations, remodeling, retrofitting, rehabilitation, restoration or other alterations of or to that building or other improvement. With respect to any building or other improvement which is part of an Initial Project (as defined in section 1.83), Alterations means any improvements, additions, renovations, remodeling, retrofitting, reconstruction, rehabilitation, restoration or other alterations of or to that building or other improvement occurring after the applicable Initial Project is complete. Notwithstanding the foregoing provisions of this section, Alterations exclude all Capital Improvements (as defined in section 1.24), Redevelopment (as defined in section 1.145), and, for the avoidance of doubt, demolition of the buildings, improvements, and infrastructure set forth in the Demolition Plan (as defined in section 1.36).

1.7 Ancillary Uses. “Ancillary Uses” means (together with and incorporating by this reference the provisions regarding “Ancillary Uses” in the Basic Lease Information) the uses located in and on the Premises that [primarily] serve the residents of the Housing Units, which

include: property management, leasing, and marketing facilities; active and passive sports and recreation facilities; indoor pools, sport courts, and fitness centers; community centers, game rooms, bike repair and storage, business centers, community rooms, lounges, party rooms, resident storage areas, banking facilities, vending areas; and other support space and amenities found in residential developments and are to be contained within the Housing Project and/or parcels designated for [primarily] the Housing Project. Ancillary Uses shall not include Retail Uses or the uses associated with the Required Core Space.

1.8 APD. “APD” means an Ames Policy Directive.

1.9 Applicable Laws. “Applicable Laws” means (a) all laws, ordinances, rules, regulations and codes of any federal, state or local governmental authorities (not including Landlord except as otherwise provided in section 1.9(b) herein) having jurisdiction over the Premises or the Project, and (b) all statutory authorities Congress has granted to Landlord, NASA ARC Regulations set forth in Exhibit N, New NASA ARC Regulations that are not otherwise waived pursuant to section 5.4(a), the codes and standards set forth in the Construction Code Matrix attached to the Construction Provisions as Exhibit C-1, NPDs (as defined in section 1.114) and NPRs (as defined in section 1.115) promulgated from time to time in the course of NASA’s general administration of, and having application to the entirety of, all NASA centers, now existing or later adopted during the Term insofar as any thereof relate to or are required by the development, condition, use or occupancy of the Premises or the Improvements on the Premises. NPDs and NPRs will be enforced, without prejudice to or discrimination against Tenant in accordance with the applicable laws, ordinances, rules, regulations, policies and codes they were written to enforce.

1.10 Applicable Environmental Policy and Guidance Documents. “Applicable Environmental Policy and Guidance Documents” means (a) the Housing MIMP (as defined in section 1.70), which identifies the mitigation measures set forth in the ROD (as defined in section 1.154) that apply to the Project and the Premises, (b) the provisions of the ROD that apply to the Project and Premises as set forth on Exhibit H-1, and (c) the Conceptual Development Plan (as defined in section 1.32).

1.11 APR. “APR” means an Ames Procedural Requirement.

1.12 Area Median Income. “Area Median Income” means the median family income adjusted for household size for Santa Clara County in the State of California, as annually estimated by the U.S. Department of Housing and Urban Development.

1.13 Archeological Resources Study. “Archeological Resources Study” means the NASA ARC Archeological Resources Study, dated February 2017.

1.14 Assignment. “Assignment” means a voluntary, involuntary or by operation of law, sale, assignment, subletting (other than a Sublease of Space (as defined in section 1.164)),

encumbering, pledge or other transfer of the [Leasehold Estate] or interest in, or rights with respect to, this Lease (other than a Financing Transaction (as defined in section 1.58) or an Equity Transaction (as defined in section 1.50)) to any person or entity (other than an Affiliate) with respect to a Subject Property (as defined in section 1.163) upon or after the Commencement of Construction (as defined in section 1.30) of the Initial Project to be performed on such Subject Property has occurred, including any Transfer of Ownership (as defined in section 1.180) occurring upon or after such Commencement of Construction.

1.15 Authorized Representatives. “Authorized Representatives” means the employees, officers, agents, contractors or any other individuals specifically authorized to represent Landlord or Tenant, as the case may be.

1.16

Base Rent . “Base Rent” shall be as specified in the Basic Lease Information, subject to adjustments during the Term as provided in this Lease.

1.17

Base Rent Percentage. “Base Rent Percentage” means (a) for the period commencing upon the commencement of the first (1st) Lease Year of the Initial Term and continuing thereafter until the end of the sixth (6th) Lease Year of the Initial Term, one percent (1.0%); (b) for the period commencing upon the commencement of the seventh (7th) Lease Year of the Initial Term and continuing thereafter until the end of the sixteenth (16th) Lease Year of the Initial Term, two and one-half percent (2.5%); (c) from the period commencing upon the commencement of the seventeenth (17th) Lease Year of the Initial Term and continuing thereafter until the end of the twenty-sixth (26th) Lease Year of the Initial Term, three and one-half percent (3.5%); (d) from the period commencing upon the commencement of the twenty-seventh (27th) Lease Year of the Initial Term and continuing thereafter until the end of the sixty-first (61st) Lease Year of the Initial Term, four percent (4.0%); and (e) from the period commencing upon the commencement of the sixty-second (62nd) Lease Year of the Initial Term and continuing thereafter until the end of the last Lease Year of the Initial Term, five percent (5.0%).

1.18 Basis for Appraisal. “Basis for Appraisal” means, with respect to a determination of the Initial Value of the Site, the fair market value of Landlord’s fee simple interest in the Premises as unimproved land that is approved for construction of the Entitled Uses, subject to all of the terms and conditions of this Lease, with each Qualified Appraiser taking into account the impact of the following conditions, as he or she may deem appropriate: (i) the need for environmental remediation of the Premises to residential standards; (ii) the permitted uses of, and limitations and restrictions on the use of, the Premises (including (a) the location of the Premises near the Naval Air Station Sunnyvale Historic District and any historic preservation requirements resulting therefrom, (b) any easements or Landlord Reserved Spaces or other encumbrances [that limit or reduce Tenant’s ability to efficiently develop the Premises]; and (c) the risks associated with being an EPA designated Superfund Site); and (iii) the obligations of Tenant hereunder, including, the obligation to design, develop, and construct all necessary Infrastructure Improvements, all common area requirements, all necessary demolition, all Street Improvements, and other Off-Site Improvements, all labor requirements and restrictions (if any), all affordable

housing requirements, all required environmental mitigation, costs associated with traffic demand management and other general requirements, and/or other extraordinary costs, with any consideration of any of the foregoing conditions limited to only extraordinary costs that are not typical in the market or comparable land sales for projects of similar use and scale, but excluding from consideration any extraordinary costs that Tenant voluntarily elects to incur and is not an obligation under the Lease unless such cost is reasonably necessary to realize the full value of the Premises. In the event that any of the Qualified Appraisers determine that any of the foregoing conditions related to Tenant’s infrastructure cost obligations has a negative impact on the fair market value, the Qualified Appraiser shall indicate in his or her appraisal the dollar value of any adjustment made on a per item basis. The Parties agree to provide jointly to all Qualified Appraisers the relevant information available to either or both Parties in connection with any such fair market value determination.

1.19 Bona Fide Prospective Lease Agreement. “Bona Fide Prospective Lessee Agreement” means an agreement between the EPA (as defined in section 1.49) and Tenant providing liability protections, including a covenant not to sue and contribution protections pursuant to CERCLA (as defined in section 1.28) and RCRA (as defined in section 1.143) to Tenant for the Existing Environmental Conditions (as defined in section 1.54).

1.20 Building Systems. “Building Systems” means the systems serving any building or other improvement on the Premises, and the Utilities (as defined in section 1.184) delivery systems from the Points of Connection (as defined in section 1.130) to the Premises.

1.21 CANG. “CANG” means the 129th Rescue Wing of the California Air National Guard, which is based on the Property.

1.22 CANG Agreements. “CANG Agreements” means that certain Permit to United States Air Force from NASA ARC, regarding the California Air National Guard 129th Rescue Wing Cantonment Area and Related Facilities (SAA2-402604), the term of which commenced on January 26, 2010, as the same may be amended hereafter; and that certain Memorandum of Understanding between NASA ARC and the California Air National Guard 129th Rescue Wing dated November 10, 2009 (SAA2-402605), as amended and as may be amended hereafter.

1.23 CANG Permitted Area. “CANG Permitted Area” means that portion of the Premises that is permitted to the CANG and subject to the CANG Agreements, consisting of approximately 7.33 acres of land with approximately 44,627 square feet of improvements located thereon, commonly referred to as the CANG’s transportation maintenance facility, and designated as the “CANG Permitted Area” on the diagram attached hereto as Exhibit P-1.

1.24 Capital Expenditures. “Capital Expenditures” means, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

1.25 Capital Improvements. “Capital Improvements” means permanent improvements to the roof, foundation and/or structural components of any building or other improvement on the Premises, or Building Systems serving the Premises, in all cases that restore, add to the value of or substantially improve the life of the improvements, or that replace capital items that are no longer capable of providing the services required of them. With respect to any building or other improvement, or Building System, which is part of an Initial Project, Capital Improvements means permanent improvements to the roof, foundation and/or structural components of such building or other improvement, or Building System made after the applicable Initial Project is complete.

1.26 CBO. “CBO” means the NASA ARC Chief Building Official, or his or her Authorized Representative.

1.27 Center Director. “Center Director” means the NASA ARC Director or his or her Authorized Representatives. As of the Effective Date, the Center Director is Dr. Eugene L. Tu.

1.28 CERCLA. “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.).

1.29 Claims. “Claims” means any and all claims, actions, causes of action, suits, proceedings, demands, third-party judgments, liens, damages, penalties, fines, costs, expenses (including but not limited to reasonable attorneys’ fees and costs), liabilities and losses actually incurred by the applicable person or entity.

1.30 Commencement of Construction. “Commencement of Construction” means, with respect to each Project (as defined in section 1.135) or any discreet building or other portion thereof, and the Infrastructure Improvements (as defined in section 1.78) or any discreet portion thereof, as applicable, the date on which the CBO issues to Tenant the first construction permit (for demolition, site work, building or otherwise) required therefor.

1.31 Commencement Date. “Commencement Date” means the commencement date specified in the Basic Lease Information.

1.32 Conceptual Development Plan. “Conceptual Development Plan” means Tenant’s narrative conceptual development plan for the Initial Projects (as defined in section 1.83) attached hereto as Exhibit B-2.

1.33 Construction Contract. “Construction Contract” means the contract with any general contractor, construction manager or prime contractor in connection with the construction of any of the Initial Projects.

1.34 Construction Provisions. “Construction Provisions” means the construction provisions set forth on Exhibit C attached hereto and incorporated into this Lease by reference.

1.35 Demand Services. “Demand Services” means all studies, reviews, construction liaison services (including construction liaison services described in the Construction Provisions), architectural and engineering services, environmental assessments, environmental impact statements, telecommunication and data communication services (including installation and/or connection to the Property’s internet systems), or any other services, furnished by Landlord at the request of Tenant, directly or indirectly to, for the benefit of, or used by, Tenant on or about the Premises, excluding Modified ISP Services, Environmental Oversight Services, Maintenance Costs of Off-Site Improvements, and Utilities. The Environmental Oversight Services will not be a Demand Service, but environmental construction oversight services and burrowing owl surveys will be Demand Services. If Tenant desires to hold any special events upon the Premises that would require Landlord to provide a material increase in the normal security and staffing provided by Landlord as part of the Modified ISP Services, then the costs to Landlord to produce such increased staffing and security shall be a Demand Service. Demand Services are furnished by Landlord to Tenant at Landlord’s discretion and in accordance with Article 7.

1.36 Demolition Plan. “Demolition Plan” means the demolition plan attached hereto as Exhibit V, which sets forth the buildings, improvements and infrastructure that will need to be demolished by Tenant at it sole cost and expense to prepare the Premises for the construction and development of the Projects set forth in the Conceptual Development Plan.

1.37 Design and Construction Documents. “Design and Construction Documents” means schematic design documents, design development drawings, and construction drawings, specifications, calculations and other materials required to be prepared by licensed professionals and in accordance with Applicable Environmental Policy and Guidance Documents and Applicable Laws as more particularly set forth in Exhibit C.

1.38 Dispute Notice. “Dispute Notice” means a notice of a dispute delivered by either Party to the other Party, which notice describes the nature of the dispute in reasonable detail and invokes the procedure for dispute resolution set forth in section 19.4.

1.39 DTSC. “DTSC” means the California Department of Toxic Substances Control and any successor agency of similar authority, rights, powers, duties, and obligations as previously vested in DTSC.

1.40 Effective Date. “Effective Date” means the effective date specified in the Basic Lease Information

1.41 Effective Gross Income. “Effective Gross Income” means for any period, all income, computed in accordance with GAAP, received by Tenant that is derived from Tenant’s Leasehold Interest in, and operation of, the Premises from whatever source during such period, including, but not limited to, Sublease Rents, [utility charges], escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking and storage fees,

vending machine and laundry machine charges, rent concessions or credits, and other pass-through or reimbursements paid by subtenants under Subleases of Space of any nature, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Tenant to any Federal, State, county or local governmental or quasi-governmental authority, refunds and uncollectible accounts, insurance proceeds (other than business or rental interruption or other loss of income insurance), security deposits, utility and other similar deposits and any disbursements to Tenant of any proceeds from a Financing Transaction or from any reserves required to be maintained by Tenant under any Mortgage. Notwithstanding the foregoing, if any Sublease Rents or other monies are received by Tenant from any subtenant that is subject to any proceeding under any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction or from any subtenant whose sublease guarantor is included in similar bankruptcy, insolvency or debtors’ relief action, then such Sublease Rents shall be excluded from Effective Gross Income unless and until the applicable bankruptcy or insolvency proceeding is dismissed or discharged and Tenant is entitled to retain such Sublease Rents pursuant to the terms thereof.

1.42 EIS. “EIS” means the 2002 NASA Ames Development Plan Final Programmatic Environmental Impact Statement, which was adopted by the ROD (as defined in section 1.154).

1.43 Eligible Affordable Housing Tenants. “Eligible Affordable Housing Tenants” has the meaning set forth in the Housing Management Plan.

1.44 Entitled Use. “Entitled Use” means the entitled uses specified in the Basic Lease Information.

1.45 Environmental Agreements. “Environmental Agreements” means those certain agreements regarding environmental matters in, on or at the Premises, which agreements are listed in Exhibit E-1 attached hereto.

1.46 Environmental Laws. “Environmental Laws” means all Federal, state and local laws, statutes, ordinances, regulations, rules, judicial and administrative orders and decrees, permits, licenses, approvals and authorizations of all Federal, state and local governmental agencies (excluding Landlord), or other governmental authorities applicable to the Project or the Premises pertaining to the protection of human health and safety or the environment, now existing or later adopted during the Term, including, without limitation, CERCLA, RCRA, the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq., and all enforceable regulations, orders, decisions, and decrees promulgated concerning any of the foregoing. The term “Environmental Laws” includes NPDs, NPRs, NASA ARC Regulations, and New NASA ARC Regulations that are not otherwise waived pursuant to section 5.4(a), in each case, pertaining to the protection of human health and safety or to the environment.

1.47 Environmental Oversight Services. “Environmental Oversight Services” means the full range of environmental compliance services provided by Landlord that are required to assure that operation of the Premises complies with applicable Environmental Laws, as follows: routine administrative and oversight support; maintaining permits for storm water discharge, industrial wastewater, and coordinating air pollution permits; collecting storm water samples under the industrial general permit for storm water for the Property; collecting environmental confirmation samples after a spill event that occurs on the Premises and has the potential to impact or actually impacts the environment; reviewing drinking water samples collected by the Tenant in accordance with Landlord’s water supply permit issued by the Division of Drinking Water of the California Water Resources Control Board; reviewing site-specific and building-specific spill response plans; conducting any required PCB quarterly inspections; and preparing any necessary reports. Landlord sampling, analysis and overhead costs are also included.

1.48 Environmental Reports. “Environmental Reports” means those certain reports and studies listed in Exhibit E-2 attached hereto.

1.49 EPA. “EPA” means the United States Environmental Protection Agency and any successor agency of similar authority, rights, powers, duties, and obligations as previously vested in EPA.

1.50 Equity Transaction. “Equity Transaction” means the execution of a definitive agreement, whether in the form of an operating agreement, shareholder agreement, a stock purchase agreement, partnership agreement, or amendment or modification to any of the foregoing or otherwise, pursuant to which definitive agreement one or more new or existing direct or indirect constituent owners of Tenant make binding commitments to directly or indirectly contribute capital funds to Tenant that may be used to pay the costs and expenses of the Projects in exchange for direct or indirect equity interests in the Tenant.

1.51 Event of Default. “Event of Default” means the occurrence of one (1) or more of the events described in section 14.1 hereunder.

1.52 Excluded Contractor. “Excluded Contractor” means any person or entity debarred or suspended, or declared ineligible by any Government agency or instrumentality or by the Government Accountability Office or otherwise excluded from procurement or nonprocurement programs of the United States or any agency or instrumentality thereof or who is specifically listed as an excluded person or entity on the System for Award Management maintained by GSA, or successor compilation of similar information.

1.53 Excused Delay. “Excused Delay” means any Force Majeure Delay or Landlord Delay.

1.54 Existing Environmental Conditions. “Existing Environmental Conditions” means: (a) all Hazardous Material on, in, under or about the Property, including Hazardous

Material present in the soils or groundwater, on the day immediately preceding the commencement of the Initial Development Term, including but not limited to any impacts that have previously emanated from or hereinafter emanate from the Superfund sites described in this Lease; (b) the matters described in ARTICLE 6, including in the Environmental Reports; (c) the matters described in all information regarding the environmental condition of the Premises and the Property provided to Tenant or Tenant’s Related Entities by any person or entity (including Landlord) pursuant to the RFP; and (d) the matters described in such other documents or agreements regarding the environmental condition of the Premises and the Property (including agreements among some or all of Landlord, the EPA, the Navy (as defined in section 1.110), the MEW Companies (as defined in section 1.96), the RWQCB (as defined in section 1.154), and other entities and governmental agencies that are involved in the remediation of, or that are responsible to remediate, existing contamination on or about the Property) provided to Tenant or Tenant’s Related Entities by any person or entity (including Landlord) prior to the commencement of the Initial Development Term, including the Environmental Agreements.

1.55 Existing Tenant Agreements. “Existing Tenant Agreements” means the leases by and between Landlord and other tenants pertaining to areas in or on the Premises in effect as of the Effective Date and that are listed on Exhibit P attached hereto.

1.56 Expiration Date. “Expiration Date” means the expiration date specified in the Basic Lease Information.

1.57 FF&E. “FF&E” means all furniture, removable trade fixtures, equipment, appliances, machinery, and apparatus (except to the extent that any of the foregoing are components of [Building Systems]) attached to and forming a part of the Premises.

1.58 Financial Closing. “Financial Closing” means, with respect to a Phase of Improvements, the occurrence of each and all of the following: (a) the closing of a Financing Transaction secured by a Mortgage pursuant to which the applicable Mortgagee has agreed to lend to Tenant funds that, based on Tenant’s pro forma construction budget for such Phase of Improvements approved by such Mortgagee at the time of the closing of such Financing Transaction, are sufficient, when added to all capital derived from any applicable Equity Transaction for the construction of such Phase of Improvements; (b) Tenant or its Affiliate is obligated to the Mortgagee pursuant to the terms of the Mortgage and/or the other transaction documents in connection with such Financing Transaction to cause the applicable general contractor to substantially complete the applicable Phase of Improvements in accordance with its construction contract such that the same are able to be used for their intended purpose on or prior to (i) October 9, 2026 with respect to the Initial Housing Phase (or any subphase thereof) and (ii) May 9, 2032 with respect to any Subsequent Housing Phase and the Minimum Final Housing Phase, in each case, subject to excusable delays as set forth in the applicable Mortgage and other Financing Transaction documents; and (c) the issuance of payment and performance bonds with respect to the applicable Phase of Improvements naming Landlord as payee, whether individually or in common with the applicable Mortgagee and/or parties to any applicable Equity Transaction.

1.59

Financial Closing Deadline. “Financial Closing Deadline” means (a) with respect to the Initial Housing Phase October 8, 2024, and (b) with respect to the Minimum Final Housing Phase May 10, 2030.

1.60

Financial Delay. “Financial Delay” means any material delay in the performance of an obligation of Tenant required by this Lease arising from or relating to any severe disruption to financial markets or commerce, trade war, tariffs impacting the ability of Tenant to obtain debt or equity financing for construction of the Projects or any Phase of Improvements on commercially reasonable terms.

1.61 Financing Transaction. “Financing Transaction” means, with respect to a Subject Property: (a) any direct or indirect, assignment, encumbering, pledging or similar transfer of the estate or interest in, or rights with respect to, this Lease as it pertains to such Subject Property and/or the Improvements thereon to a Mortgagee (as defined in section 1.104) in connection with a Mortgage (as defined in section 1.103), or (b) a sale/leaseback transaction of the leasehold interest to a third-party, a lease financing or a similar transaction that, in each case, does not transfer, or pursuant to which Tenant retains, the right to occupy the buildings and other Improvements constructed, or to be constructed, on that Subject Property.

1.62 Fiscal Year. “Fiscal Year” means the Fiscal Year of the Government, as the same may be established or changed from time to time during the Term. As of the Effective Date, each Fiscal Year begins on October 1 and ends on the immediately following September 30. For purposes of this Lease, the first (1st) Fiscal Year shall begin on the Effective Date and end on the immediately following September 30.

1.63 Force Majeure Delay. “Force Majeure Delay” means any delay in the performance of an obligation required by this Lease resulting from causes beyond Landlord’s or Tenant’s (as applicable under the circumstances) reasonable control, including, without limitation: acts of God; an act of war (whether declared or not and whether within or involving the United States of America as a belligerent or not); hostilities; invasion; act of foreign enemies, or of public enemies; insurrection; rebellion; riots; terrorist acts; cyberattacks; delays by any governmental or quasi-governmental authority (excluding Landlord) in responding to requests for approval, consents, permits or other matters for which approval or action is required under Applicable Laws; fires; floods; earthquakes; volcanos; tsunamis; cyclones; hurricanes; epidemics; plague; quarantine restrictions; chemical or radioactive contamination or ionizing radiation; strikes; lockouts; labor disputes; freight embargoes; unavailability of equipment, supplies, services, materials or labor; explosion; structural collapse; [prolonged disruption to Utilities]; electromagnetic pulse or severe solar flares; meteor strike; unknown or unanticipated environmental conditions; severe weather delays; disputes or delays arising from the retrocession of legislative jurisdiction; expropriation or compulsory acquisition of the whole or any part of the Premises or any of Tenant’s property; any legal prohibition on Tenant’s ability to conduct its business as contemplated by this Lease; or a shutdown of the Government.

1.64 Full Insurable Replacement Value. “Full Insurable Replacement Value” means one hundred percent (100%) of actual costs to perform demolition and debris removal and the repair, replacement, Alterations or Redevelopment of the buildings and other Improvements on the Premises or any part thereof (without deduction for depreciation), and an increased cost of construction endorsement, and, in the case of builders’ risk insurance, including materials and equipment not in place but in transit to or delivered to the Premises.

1.65 Government. “Government” means the Federal government of the United States of America

1.66 GSA. “GSA” means the United States General Services Administration.

1.67 Hazardous Material. “Hazardous Material” means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any Environmental Laws. The term Hazardous Material shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the U.S. Department of Transportation Table (49 C.F.R. § 172.101) or by the EPA as hazardous substances (40 C.F.R. Part 302) or set forth in California Health and Safety Code § 25260; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is listed as toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by-product material as defined at 42 U.S.C. § 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated under Environmental Laws; asbestos in any form; urea formaldehyde foam insulation; polychlorinated biphenyls; radon gas; or any other chemical, material or substance (i) which poses an environmental hazard to the Property, to adjacent properties, or to persons on or about the Premises, (ii) which causes the Premises to be in violation of any Environmental Laws, or (iii) the presence of which on or in the Premises requires investigation, reporting or remediation under any Environmental Laws.

1.68

Housing EIMP. “Housing EIMP” means the Environmental Issues Management Plan attached hereto as Exhibit D.

1.69

Housing Management Plan. “Housing Management Plan” means the plan attached hereto as Exhibit G, as such plan may be amended, updated or revised from time to time in accordance with this Lease.

1.70

Housing MIMP. “Housing MIMP” means the Mitigation Implementation and Monitoring Plan attached hereto as Exhibit H.

1.71

Housing Natural Resources Management Plan. “Housing Natural Resources Management Plan” means the housing natural resources management plan attached hereto as Exhibit F as required in the Housing MIMP.

1.72

Housing Project. “Housing Project” means the Housing Units (as defined in section 1.74) (including the Ancillary Uses) that are anticipated to serve approximately 4,909 residents, which Tenant shall design and construct on the Premises.

1.73

Housing TDM Plan. “Housing TDM Plan” means the transportation demand management plan attached hereto as Exhibit I

1.74 Housing Unit. “Housing Unit” means each of the individual residential units to be designed, constructed, and managed on the Premises by Tenant in accordance with this Lease. and the Housing Management Plan.

1.75 HPSR. “HPSR” means that certain historic property survey report prepared by Landlord in November 2013, as such document may be amended or updated from time to time.

1.76 Improvement. “Improvement” means any addition or modification to the Premises that upon completion constitutes real property or fixtures, which includes the existing improvements within the Premises, and all improvements that are or will be constructed by Tenant on, to or within the Premises following the Commencement Date.

1.77 Infrastructure Construction Documents. “Infrastructure Construction Documents” means Design and Construction Documents for the Infrastructure Improvements (as defined in section 1.78).

1.78 Infrastructure Improvements. “Infrastructure Improvements” means the infrastructure serving the Premises and the adjoining parcels that Tenant shall design and construct on the Premises and as more specifically discussed in the Conceptual Development Plan.

1.79 Infrastructure Parcel. “Infrastructure Parcel” means any Parcel that may be created by Tenant’s Subdivision Plan (as described in the Construction Provisions) or otherwise (such as, but not limited to, in connection with a Transfer, Redevelopment (if any) or to facilitate the repair or restoration of Improvements following damage or destruction) encompassing streets and such infrastructure as may be typically dedicated to a municipality or owner/tenant association – type organization (including parking structures or facilities, and open space, landscaping and common areas) for a development of the size and scope described in the Conceptual Development Plan and the Master Utility Plan.

1.80 Initial Development Term. “Initial Development Term” means the initial development term specified in the Basic Lease Information.

1.81 Initial Housing Phase. “Initial Housing Phase” means at least 400 Housing Units and associated Ancillary Uses designated by Tenant to be constructed on the Initial Housing Phase Parcels together with all necessary Infrastructure Improvements with respect thereto to be constructed on the Premises; and all other improvements that are necessary to use and operate such Housing Units as more particularly set forth in the Project Description. Notwithstanding anything to the contrary set forth herein, Tenant shall have the right construct the Initial Housing Phase in subphases including no less than 200 Housing Units each, which subphases may be subject to separate Financial Closings.

1.82 Initial Housing Phase Parcels. “Initial Housing Phase Parcels” means the parcels identified on Exhibit A-5 as “Initial Housing Phase Parcels” as the same may be modified from time to time by Tenant, prior to an applicable Financial Closing with respect thereto.

1.83 Initial Project. “Initial Project” refers collectively to the Housing Project, the Retail Project (as defined in section 1.149), [and any of the other projects described in the Project Description].

1.84 Initial Stipulated Effective Gross Income. “Initial Stipulated Effective Gross Income” means an amount of $115,900,000 adjusted by multiplying the foregoing amount by the quotient resulting from dividing the median apartment rent for a two-bedroom apartment as of the end of the fourth quarter of 2017 by the reported median apartment rent for a two-bedroom apartment as of the end of the quarter immediately preceding the later of Landlord’s or Tenant’s date of appraisal as performed pursuant to section 4.1(d) but in no case later than December 31, 2019, such median apartment rent for a two-bedroom apartment as reported for Santa Clara County by the CoStar Group (or other index mutually agreed upon by the Parties).

1.85 Initial Term. “Initial Term” means the initial term specified in the Basic Lease Information.

1.86 Land Use Controls. “Land Use Controls” means any or all of the following institutional use limitations: (1) those established for UST 57 pursuant to that certain Closure Letter for UST 57, Moffett Field, California (Regional Water Board Case No. 43D9012) from the RWQCB to the Navy, dated July 10, 2003; (2) those established for UST 58 pursuant to that certain Uniform Case Closure Letter, Former UST 58, Former Naval Air Station Moffett Field, Santa Clara County (Regional Water Board Case No. 43D9029) from the RWQCB to the Navy, dated January 16, 2013; (3) those established for U.S. Navy Installation Restoration Program Site 14 South (also referred to as UST 19 and UST 20) in any future closure letters issued by the RWQCB after the Effective Date; and (4) the NASA Ames Land Use Controls for the “Former NAS Moffett Field Area of MEW Regional Plume” and the “Former NAS Moffett Field Area of MEW Regional Plume Vapor Intrusion Study Area” set forth on Table 1 of the Final NASA Ames Land Use Controls Implementation and Monitoring Plan (September 2017).

1.87 Landlord. “Landlord” means the National Aeronautics and Space Administration, an Agency of the United States, acting by and through Ames Research Center located at Moffett Field, California.

1.88 Landlord Delay. “Landlord Delay” means delay in Tenant’s performance of an obligation required by this Lease that results, directly or indirectly, from any of the following: (a) delays by Landlord in responding to Tenant requests for approval, consents, permits or other matters for which Landlord approval or action is required under this Lease or under Applicable Laws, NASA ARC Regulations, Applicable Environmental Policy and Guidance Documents or requirements applicable to Landlord and/or the Premises, which delays either extend beyond the time frame (if any) required under this Lease for response or that is unreasonable (except to the extent such delay results from Tenant’s failure to comply with the Project Description); or (b) negligence or willful misconduct of, or breach of this Lease by, Landlord or its employees, contractors, or representatives.

1.89 Landlord Reserved Spaces. “Landlord Reserved Spaces” means the areas set forth on Exhibit J that Landlord has reserved during the Term pursuant to section 2.6 of the Lease.

1.90 Lease and Leasehold Estate. “Lease” means this Enhanced Use Lease by and between Landlord and Tenant, as the same may be amended from time to time in accordance with the terms hereof.

“Leasehold Estate” means all of Tenant’s estates, rights, interests, title and privileges in and to the rights, title, estate, interests and privileges in and to the Premises and the Project pursuant to the Lease including (a) all rights of Tenant to renew or extend the term of the Ground Lease, (b) all amounts deposited by Tenant with Landlord under the Lease, (c) Tenant’s right or privilege to terminate, cancel, surrender, modify or amend the Lease, and (d) all other options, privileges and rights granted and demised to Tenant under the Lease and all appurtenances with respect to the Lease.

1.91 Lease Year. “Lease Year” means: (a) the first Lease Year shall commence on the Effective Date and shall end on September 30, 2019; and (b) each subsequent Lease Year shall be a full year commencing on October 1 of each year (starting October 1, 2019), and ending on the immediately following September 30, or on the last day of the Term, whichever occurs first.

1.92 Maintenance Cost Review Date. “Maintenance Cost Review Date” means [October 1, 2027] and every fifth (5th) anniversary thereafter during the Term.

1.93 Maintenance Costs. “Maintenance Costs” means, with respect to each Lease Year or portion thereof, Tenant’s proportionate share (relative to Landlord and all other tenants of the Property that utilize or otherwise derive benefits from the Off-Site Improvements) of the costs to maintain the Off-Site Improvements and other improvements and infrastructure that, in each

case, serve the Premises as set forth in Exhibit K attached hereto, together with the other categories of expenses itemized on Exhibit K. Exhibit K sets forth the estimated costs for each line item of Maintenance Costs for the Lease Year commencing on October 1, 2022. Maintenance Costs shall be adjusted annually and shall be reviewed and revised as of each Maintenance Cost Review Date during the Term.

1.94 Market Shut-Down Event. “Market Shut-Down Event” means the occurrence of one or more of the following events that materially impacts Tenant’s ability to obtain financing to construct the Projects (as established by Tenant through reasonably satisfactory evidence): (a) general suspension of trading on the New York Stock Exchange or any other national securities exchange; (b) a general banking moratorium shall have been declared by either federal, California or New York authorities having jurisdiction and be in force; (c) any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or the charge to the net capital requirements of, underwriters established by the New York Stock Exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order; or (d) any new material outbreak of hostilities (including, without limitation, an act of terrorism) or material escalation of existing hostilities or any other extraordinary event, or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis or any material adverse change in the financial, political or economic conditions.

1.95 Memorandum of Lease. “Memorandum of Lease” means a memorandum of this Lease, in the form attached hereto as Exhibit L, to be executed and acknowledged by the Parties.

1.96 MEW Companies “MEW Companies” means Intel Corporation, a Delaware corporation, Raytheon Company, a Delaware corporation, and ON Semiconductor Corporation (formerly named Fairchild Semiconductor Corporation), a Delaware corporation, with respect to (a) the MEW ROD (as defined in section 1.98); (b) an Administrative Order for Remedial Design and Remedial Action issued on November 29, 1990 regarding response actions to be performed on the NASA ARC Property; and (c) a Consent Decree in the case styled United States of America v. Intel Corporation and Raytheon Company, C 91 20275 JW (in the United States District Court for the Northern District of California), as amended by the First Amended Consent Decree.

1.97 MEW Coordination Agreement. “MEW Coordination Agreement” means that certain Agreement for Coordination of Construction and MEW Remedial System Modification Work at NASA Research Park, Ames Research Center, Moffett Field, California, a form of which is attached hereto as Exhibit M, which Landlord and Tenant will use their good faith efforts to obtain the MEW Companies’ approval of, and if and once approved by the MEW Companies (or another agreement whose terms are acceptable to the MEW Companies, Tenant and Landlord), will be executed by the MEW Companies, Tenant and Landlord.

1.98 MEW ROD. “MEW ROD” means that certain Record of Decision issued on June 9, 1989, by the EPA for the Middlefield-Ellis-Whisman area of Mountain View California, as modified by the EPA’s Explanations of Significant Differences as described in the MEW Coordination Agreement and the Record of Decision Amendment dated August 16, 2010.

1.99 Minimum Final Housing Phase. “Minimum Final Housing Phase” means (a) a number of Housing Units equal to the balance of (i) 1,900 Housing Units minus (ii) the sum of (A) all Housing Units within the Initial Housing Phase plus (B) all Housing Units included in any Subsequent Improvement Phases for which a Financial Closing has occurred, (b) associated Ancillary Uses which Tenant elects to construct on the Minimum Final Housing Phase Parcels, (c) all necessary Infrastructure Improvements with respect thereto to be constructed on the Premises; and (d) all other improvements that are necessary to use and operate such Housing Units as more particularly set forth in the Conceptual Development Plan.

1.100 Minimum Final Housing Phase Parcels. “Minimal Final Housing Phase Parcels” means the parcels identified on Exhibit A-6 as “Minimum Final Housing Phase Parcels” excluding any Subsequent Improvement Phase Parcels with respect to which a Financial Closing has occurred, as the same may be modified from time to time by Tenant, prior to an applicable Financial Closing with respect thereto.

1.101 Mishap. “Mishap” means a mishap involving Landlord’s personnel or the Property (but excluding the Premises) as prescribed in NPR 8621.1 (NASA Procedural Requirements for Mishap and Close call Reporting, Investigation, and Recordkeeping) that arises from the acts or omissions of Tenant or Tenant’s Related Entities (as defined in section 1.176). A Mishap shall not include an incident that solely involves Tenant’s employees, contractors, equipment, and/or Project, and does not in any manner impact Landlord’s personnel or the Property (excluding the Premises).

1.102 Modified ISP Services. “Modified ISP Services” means institutional shared pool services that are related to the Property as a whole that are provided to or that otherwise benefit the Premises, which comprise: (i) security and law enforcement; (ii) structural fire response and periodic Fire Marshal inspections; (iii) emergency medical response, including basic life support (but excluding advanced life support); (iv) first responder operations (Hazardous Materials); and (v) Environmental Oversight Services.

1.103 Mortgage. “Mortgage” means a mortgage, deed of trust, a deed to secure debt, pledge, or other security instrument, or a “synthetic lease” or other form of “lease financing” transaction, by which all or any portion of Tenant’s Leasehold Estate or any indirect interest therein, or an interest in Tenant, is mortgaged, encumbered, liened, conveyed, pledged, assigned or otherwise transferred to a Mortgagee to secure a debt or other obligation or otherwise as part of a Financing Transaction.

1.104 Mortgagee. “Mortgagee” means any commercial bank, savings bank, trust company, credit union, insurance company, college, university, real estate investment trust, fund, fund manager, investment advisor, pension fund, or other lender that, in any case, is not described in any of paragraphs (b) through (e) of section 12.3.

1.105 NADP MIMP. “NADP MIMP” means the NASA Ames Development Plan Mitigation Implementation and Monitoring Plan adopted pursuant to the ROD.

1.106 NADP TDM Plan. “NADP TDM Plan” means that certain draft report entitled “NASA Research Park and Bay View Transportation Demand Management Plan,” dated July 2002 (prepared by Nelson/Nygaard Consulting Associates), which is a portion of Appendix B to the EIS.

1.107 NASA. “NASA” means the National Aeronautics and Space Administration, an Agency of the United States.

1.108 NASA ARC. “NASA ARC” means the National Aeronautics and Space Administration, Ames Research Center located at Moffett Field, California.

1.109 NASA ARC Regulations. “NASA ARC Regulations” means all APDs, APRs, procedures and guidelines, and standards promulgated by NASA ARC from time to time in the course of Landlord’s general administration of, and having application to the entirety of, both the Premises and the Property, now existing or later adopted during the Term, insofar as any apply to or are required by, the development, condition, management, operation, use or occupancy of the Premises or the Improvements.

1.110 Navy. “Navy” means the United States Department of the Navy and any successor agency of similar authority, rights, powers, duties, and obligations as previously vested therein.

1.111 Navy Memorandum of Understanding. “Navy Memorandum of Understanding” means that certain Memorandum of Understanding Between the Department of the Navy and the National Aeronautics and Space Administration Regarding Moffett Field, California, dated December 22, 1992; and a Federal Facility Agreement Section 120 of CERCLA, among the EPA, the California Department of Health Services, the California Regional Water Quality Control Board, and the Department of the Navy, dated August 8, 1989.

1.112 NEPA. “NEPA” means the National Environmental Policy Act of 1969, as amended (42 U.S.C. § 4321 et seq.).

1.113 NHPA. “NHPA” means the National Historic Preservation Act of 1966, as amended (54 U.S.C. § 100101 et seq.).

1.114 NPD. “NPD” means an NASA Policy Directive, as may be amended or supplemented from time to time.

1.115 NPR. “NPR” means an NASA Procedural Requirement, as may be amended or supplemented from time to time.

1.116 NRP Design Review Board. “NRP Design Review Board” means the NASA Research Park Design Review Board established by APD 8822.1.

1.117 Off-Site Improvements. “Off-Site Improvements” means the Street Improvements and all other improvements that will be designed and constructed by Tenant for the purposes of serving the Premises or for Tenant to realize the full value of the Premises (as contemplated in section 1.18), which are depicted on Exhibit R to the extent such improvements are located outside of the Premises.

1.118 Operating Expenses. “Operating Expenses” means, for any period, the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Premises, which expenditures are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance, license fees, taxes, assessments, advertising expenses, management fees, payroll and related taxes, computer processing charges, tenant improvements and leasing commissions, operational equipment or other sublease payments, and other similar costs.

1.119 Parcel. “Parcel” means each subdivided parcel of land within the Premises, if any, including any future subdivision.

1.120 Park and Recreation Improvements. “Park and Recreation Improvements” means those certain park and recreation improvements and other open space improvements, to be designed and constructed by Tenant on the Premises as further described in Conceptual Development Plan.

1.121 Parking Ratio. “Parking Ratio” means, as applicable, the ratio of parking spaces per dwelling unit or per applicable unit of Retail Space on the Premises (or any applicable portion thereof) as more specifically discussed in the Housing TDM Plan.

1.122 Partial Taking. “Partial Taking” means a Taking (as defined in section 1.170) that is not a Total Taking (as defined in section 1.178) or a Temporary Taking (as defined in section 1.173), and includes a Taking described in clause (b) of section 1.178 as to which Landlord fails to receive timely the notice described in that clause (b).

1.123 Party. “Party” means each of Landlord and Tenant, and their respective successors and assigns permitted under this Lease.

1.124 Permitted Activities. “Permitted Activities” means the lawful activities of Tenant, any of its subtenants or licensees or other occupants, any invitee or guest of any of the foregoing, or any of Tenant’s Related Entities, that are part of the ordinary course of any of their respective businesses in accordance with the Permitted Uses and Entitled Uses specified in the [Amended and Restated] Basic Lease Information.

1.125 Permitted Materials. “Permitted Materials” means the materials handled by Tenant, any of its subtenants or licensees or other occupants, any invitee or guest of any of the foregoing, or any of Tenant’s Related Entities in the ordinary course of conducting Permitted Activities.

1.126 Permitted Use. “Permitted Use” means each of the permitted uses of the Premises set forth in the Basic Lease Information.

1.127 Personal Property. “Personal Property” means all furniture, [removable trade] [fixtures], equipment, appliances and apparatus placed in the buildings and other improvements or elsewhere on the Premises by Tenant and that neither are incorporated into nor form an integrated part of the buildings and other improvements on the Premises.

1.128 Phase of Improvements. “Phase of Improvements” means any one (1) or more of the Initial Housing Phase(s) (or any subphase thereof), any Subsequent Improvement Phase(s) (or any subphase thereof) and the Minimum Final Housing Phase (or any subphase thereof).

1.129 Plans in Progress. “Plans in Progress” means any Design and Construction Documents or any Infrastructure Construction Documents that have been formally submitted to Landlord for permit approval.

1.130 Points of Connection. “Points of Connection” means the points of connection of Utilities identified on each of the Master Utility Plans attached hereto as Exhibit O-1 through Exhibit O-7, as the same may be revised from time to time by the mutual written agreement of the Parties.

1.131 Post-Construction Assignment. “Post-Construction Assignment” means a direct or indirect, voluntary, involuntary or by operation of law, sale, assignment, encumbering, pledge or other transfer of the estate or interest in, or rights with respect to, this Lease (other than as part of a Financing Transaction or an Equity Transaction) to any person or entity (other than an Affiliate) with respect to a Subject Property after the portion of the Initial Project to be constructed on such Subject Property has been completed to an extent sufficient for the issuance of temporary or permanent certificates of occupancy of the principal elements thereof, including any Transfer of Ownership occurring after such completion. Post- Construction Assignment shall not include the subletting of any portion of the Premises as permitted by this Lease.

1.132 Pre-Construction Assignment. “Pre-Construction Assignment” means a direct or indirect, voluntary, involuntary or by operation of law, sale, assignment, encumbering, pledge or other transfer of the estate or interest in, or rights with respect to, this Lease (other than as part of a Financing Transaction or an Equity Transaction) to any person or entity (other than an Affiliate) with respect to a Subject Property before the Commencement of Construction of the portion of the Initial Project to be constructed on such Subject Property has occurred, including any Transfer of Ownership occurring before such Commencement of Construction. PreConstruction Assignment shall not include the subletting of any portion of the Premises as permitted by this Lease.

1.133 Premises. “Premises” means the premises described in the Basic Lease Information

1.134 Product Data. “Product Data” means illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by any contractor or subcontractor to illustrate a material, product or system for any portion of the work described in the Design and Construction Documents for all Improvements and Off – Site Improvements.

1.135 Project. “Project” means each of the Initial Projects and any other projects Tenant may develop and construct on the Premises, such as improvements, buildings, facilities, horizontal infrastructure and underground improvements

1.136 Project Description. “Project Description” means Tenant’s project description for the Initial Projects attached hereto as Exhibit B-1.

1.137 Project Schedule. “Project Schedule” means each of the schedules, collectively attached to the Conceptual Development Plan, with respect to the design and construction of each of the Initial Projects, as modified by Tenant from time to time based on Tenant’s reasonable business judgment, and subject to Tenant’s obligations to complete a Financial Closing for each Phase of Improvement by the Financial Closing Deadline.

1.138 Property. “Property” means the property descried in the Basic Lease Information

1.139 Qualified Appraiser. “Qualified Appraiser” means an independent, third-party appraiser designated as a Member, Appraisal Institute, licensed in the State of California, with at least ten (10) years’ full – time experience in Silicon Valley appraising environmentallycontaminated properties and large-scale residential properties.

1.140 Qualified Leasing Management Company. “Qualified Leasing Management Company” means CRC Property Management West LLC, CRC Property Management West Inc. or any replacement management company selected by Tenant in its business judgment that

possesses at least ten (10) years’ experience in managing and operating large-scale, high-density residential rental developments in the State of California and is not an Excluded Contractor.

1.141 Quitclaim Deed. “Quitclaim Deed” means a quitclaim deed, signed by Tenant and acknowledged, in a recordable form reasonably requested by Landlord, remising, releasing and quitclaiming to Landlord all of Tenant’s right, title and interest in and to a portion of the Premises (or to one (1) or more of the Parcels, if applicable).

1.142 RAB. “RAB” means the Former Naval Air Station Moffett Field Restoration Advisory Board.

1.143 RCRA. “RCRA” means the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.)

1.144 Reconveyance. “Reconveyance” means a request for full reconveyance of the lien of each Mortgage, executed by the applicable Mortgagee and acknowledged, in a form reasonably requested by Landlord, releasing a portion of the Premises (or one (1) or more of the Parcels, if applicable) and all other collateral related thereto from the lien of such Mortgage.

1.145 Redevelopment. “Redevelopment” means all construction of improvements, buildings or other structures on the Premises or any Parcel (excluding all Alterations) occurring after the completion of the Improvements initially constructed thereon.

1.146 Rent. “Rent” means any Base Rent, Additional Rent, or other amounts of money and charges payable in accordance with this Lease.

1.147 Required Core Space. “Required Core Space” means all core and interior nonresidential spaces of the Housing Project that are necessary to support such Housing Units, including, without limitation, corridors, entrances, public restrooms, mail rooms, package areas, lobby areas, concierge desks, property management storage areas, elevators and elevators lobbies, loading docks, trash areas, stairwells, and mechanical, electrical or telecommunication rooms.

1.148 Retail Management Plan. “Retail Management Plan” means the retail management plan attached hereto as Exhibit Q, as such plan may be amended, updated or revised from time to time.

1.149 Retail Project. “Retail Project” means up to one hundred thousand (100,000) Square Feet of Retail Space to be designed and constructed on the Premises by Tenant.

1.150 Retail Space. “Retail Space” means each of the individual retail spaces to be designed, constructed, and managed on the Premises by Tenant in accordance with this Lease and the Retail Management Plan.

1.151 Retail Uses. “Retail Uses” means those categories and types of retail uses that Tenant reasonably determines to be appropriate for a mixed-use housing development of the type contemplated by the Conceptual Development Plan other than those expressly prohibited by the Retail Management Plan.

1.152 Retrocession Date. “Retrocession Date” the date in which the California State Lands Commission has recorded any orders and/or resolutions, which provide that the State of California has consented to Landlord’s request to accept retrocession from exclusive legislative jurisdiction to concurrent legislative jurisdiction for the Premises.

1.153 RFP. “RFP” means that certain Request for Proposals for a Housing Development Opportunity within NASA ARC, dated as of October 18, 2017, as amended.

1.154 ROD. “ROD” means the Record of Decision signed by Landlord in November 2002 and attached hereto as Exhibit E-4, which adopted Mitigated Alternative 5 in the EIS and the mitigation measures set forth in the NADP MIMP.

1.155 RWQCB. “RWQCB” means the Regional Water Quality Control Board and any successor agency of similar authority, rights, powers, duties, and obligations as previously vested in the RWQCB.

1.156 Samples. “Samples” means physical examples of the materials to be supplied in connection with any portion of the work described in the Design and Construction Documents.

1.157 SCVWD. “SCVWD” means the Santa Clara Valley Water District and any successor agency of similar authority, rights, powers, duties, and obligations as previously vested therein.

1.158 Section 106. “Section 106” means Section 106 of the NHPA (as defined in section 1.113).

1.159 Shop Drawings. “Shop Drawings” means drawings, diagrams, schedules and other data specifically prepared by any contractor and subcontractor, manufacturer, supplier or distributor for any portion of the work described in the Design and Construction Documents or the Infrastructure Construction Documents to illustrate some portion of such work.

1.160 SHPO. “SHPO” means the California State Historic Preservation Officer of the Office of Historic Preservation and any successor agency of similar authority, rights, powers, duties, and obligations as previously vested therein.

1.161 Square Feet. “Square Feet” (or “Square Foot”) means a calculation of gross square feet (or a gross square footage) as determined by the Standard Method for Measuring

Floor Area in Office Buildings published by the Building Owners and Managers Association International in effect as of the Commencement Date.

1.162 Street Improvements. “Street Improvements” means those street and roadway improvements (including curb and gutter, sidewalk, median, landscaping, street lights, other improvements associated with such streets and roadways, and underground Utilities) described and shown on Exhibit R-1 that are to be constructed and installed by Tenant.

1.163 Subject Property. “Subject Property” means, with respect to Pre-Construction Assignment, Post-Construction Assignment, Equity Transaction or Financing Transaction, the portion of the Premises (or, if applicable, one (1) or more of the Parcels comprising the Premises) which is the subject thereof.

1.164 Sublease of Space. “Sublease of Space” means any direct or indirect, voluntary, involuntary or by operation of law lease, sublease or other right to use and occupy space, granted to any person or entity other than an Affiliate, in any buildings or other improvements by Tenant.

1.165 Sublease Rents. “Sublease Rents” means all rents (including additional rents of any kind and percentage rents), rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Sublease of Space in a bankruptcy or insolvency action) or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payments and consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant or any of its agents or employees from any and all sources arising from or attributable to the Premises (or applicable portion thereof), including charges for utilities, license fees, maintenance fees, charges for property taxes, operating expenses or other amounts payable to Tenant (or for the account of Tenant), revenues from telephone services, vending, and all receivables, customer obligations now existing or hereafter arising or created out of the sublease, license, concession or other grant of the right of the use and occupancy of the Premises (or applicable portion thereof) or rendering of services by Tenant, or any of its agents or employees and proceeds, if any, from business interruption or other loss of income insurance.

1.166 Subsequent Improvement Phase. “Subsequent Improvement Phase” means a Phase of Improvements that includes: no less than 200 Housing Units, associated Ancillary Uses, all or a portion of any Entitled Retail Space, and all necessary Infrastructure Improvements with respect thereto that are to be constructed on the Premises as determined by Tenant, which follows the construction of the Initial Housing Phase.

1.167 Subsequent Improvement Phase Parcels. “Subsequent Improvement Phase Parcels” means any of the parcels identified on Exhibit A-6 as “Minimum Final Housing Phase Parcels,” as the same may be modified from time to time by Tenant, and designated by Tenant for

the development of a Subsequent Improvement Phase with respect to which a Financial Closing has occurred.

1.168 Support Agreement. “Support Agreement” means Landlord’s form, prepared for each Government Fiscal Year, setting forth the amounts that are estimated to be due and owing from Tenant as Rent under this Lease during that Fiscal Year. The current form of Support Agreement is attached hereto as Exhibit S, and sets forth the estimated Rent due during the first Lease Year.

1.169 Switchgear C. “Switchgear C” means the switchgear commonly referred to as building 590 as shown on Exhibit J and all ancillary equipment and lines located on the Premises that is part of Landlord’s electrical system that serves the Property.

1.170 Taking. “Taking” means the acquisition of all or part of the Premises for a public use by exercise of the power of eminent domain or voluntary conveyance in lieu thereof, and a Taking shall be considered to occur as of the earlier of the date on which possession of the Premises (or part so taken) by the entity exercising the power of eminent domain is authorized as stated in an order for possession or the date on which title to the Premises (or part so taken) vests in the entity exercising the power of eminent domain.

1.171 Technical Submittal. “Technical Submittal” means Product Data, calculations, analyses, Shop Drawings or Samples submitted to Landlord so that Landlord may verify that the proposed materials or equipment correctly meet the intent of the approved project design.

1.172 Temporary Construction License. “Temporary Construction License” means a license to be executed by Landlord and Tenant from time to time pursuant to the Construction Provisions, each of which shall be in the form attached as Exhibit T.

1.173 Temporary Taking. “Temporary Taking” means a Taking for a temporary period during the Term.

1.174 Tenant. “Tenant” means Mountain View Housing Ventures LLC, a California limited liability company, and its permitted successors and assigns pursuant to this Lease.

1.175 Tenants’ Association. “Tenants’ Association” means, one (1) or more entities established by Landlord and/or other entities that have leased premises at the Property to maintain and insure some or all of the [common areas of the Property] not lying within the Premises for the benefit of the tenants and other users and occupants of the Property other than the Premises, or, should a Tenants’ Association not be formed, another entity that undertakes responsibility for the maintenance and insurance of some or all of the common areas of the Property not lying within the Premises for the benefit of the tenants and other users and occupants of the Property.

1.176 Tenant’s Related Entities. “Tenant’s Related Entities” means: (a) Tenant; (b) all contractors and consultants of Tenant; and (c) the employees, agents and representatives of any person or entity described in clauses (a) or (b) of this section.

1.177 Term. “Term” means collectively the Transition Term, the Initial Development Term, and the Initial Term.

1.178 Total Taking. “Total Taking” means either: (a) a Taking of all of the Premises, or (b) a Taking of such a substantial portion of the Premises that, in Tenant’s reasonable judgment, the remaining portion of the Premises (after repair of the remaining portion of the buildings and other Improvements) would be unsuitable, inadequate or impractical for Tenant’s use under this Lease. Tenant shall deliver to Landlord written notice of Tenant’s determination pursuant to clause (b) above within one hundred eighty (180) calendar days after a Taking occurs (as described in section 1.170). Landlord’s failure to receive such notice within that one hundred eighty (180) calendar day period shall be conclusively deemed Tenant’s determination that the Taking is a Partial Taking.

1.179 Transfer. “Transfer” means any Pre-Construction Assignment, Post-Construction Assignment, Financing Transaction, Assignment or Sublease of Space, as the context may require.

1.180 Transfer of Ownership. “Transfer of Ownership” means: (a) with respect to Tenant, any sale or other transfer of the direct voting stock of Tenant or of the direct membership interests in Tenant to any entity that is not an Affiliate; and (b) with respect to any permitted assignee or sublessee, any sale or other transfer (whether in a single transaction or in a series of related transactions, and whether directly or by sales or transfers of underlying partnership, limited liability company, or corporate ownership interests), including by consolidation, merger or reorganization, of a controlling interest in such entity. Notwithstanding the foregoing, the following transactions shall not be Transfers of Ownership: (i) a sale or transfer of partnership interests between partners in a partnership, or of membership interests between members of a limited liability company, or of voting or non-voting stock between shareholders of a corporation; (ii) transfers of partnership interests, membership interests or voting or non-voting stock resulting from the death of a partner, member or shareholder; (iii) transfers of partnership interests, membership interests or voting stock to trusts or similar legal vehicle established for the benefit of the transferor or his or her spouse, ex-spouse and/or descendants; (iv) the sale or transfer of any partnership interest, membership interest or voting or non-voting stock that is publicly traded on a widely recognized, national exchange (whether pursuant to any consolidation, merger, reorganization or otherwise); (v) any transfer of partnership interest, membership interests or voting or non-voting stock that is part of a Financing Transaction or Equity Transaction; (vi) a sale or transfer of partnership interests in a partnership, membership interests in a limited liability company, or voting or non-voting stock of a corporation between and among Affiliates; or (vii) any transfer of partnership interests, membership interests or

voting or non-voting stock that is part of an Equity Transaction, provided that in connection with such transfer the original owners thereof retain day-to-day control.

1.181 Transition Term. “Transition Term” means the date specified in the Basic Lease Information

1.182 Transportation Management Association. “Transportation Management Association” means one (1) or more entities established by Landlord and/or other entities that have leased premises at the Property to implement some or all of the NADP TDM Plan, or, should a Transportation Management Association not be formed, another entity that undertakes responsibility to implement some or all of the NADP TDM Plan for the benefit of the tenants and other users and occupants of the Property.

1.183 UST. “UST” means each of the four underground storage tanks that are individually identified and designated as “UST 19”, “UST 20”, “UST 57” and “UST 58”.

1.184 Utility. “Utility” means any of water services (including domestic water, steam and vacuum line and chilled water services), reclaimed water services, storm water services, sanitary sewer services, vacuum line services, electricity and other power services, cable television services, natural gas services, telecommunications and data communications services, and such other utilities and associated improvements as may be typically necessary for the development or use of the Premises and the buildings and other improvements.

1.185 Master Utility Plan. “Master Utility Plan” means each utility plan attached to this Lease as Exhibit O-1 through Exhibit O-7 that address how the following utilities: (1) electricity, (2) domestic water, (3) natural gas, (4) sanitary sewer, (5) storm water, (6) telecommunications and data services; and (7) reclaimed water will be provided, improved, owned and operated on and for the Premises, as such plan may be amended or updated from time to time.

1.186 Utility Transition Date. “Utility Transition Date” shall have the meaning set forth in each of the Master Utility Plans.

1.187 Value of the Site. “Value of the Site” means (a) for the period commencing upon the commencement of the first (1st) Lease Year of the Initial Term and continuing through the end of the thirtieth (30th) Lease Year of the Initial Term, either: (i) One Hundred Ninety Million U.S. Dollars ($190,000,000) or (ii) if an appraisal is initiated pursuant to section 4.1(d), the initial fair market value of the fee simple interest in the Premises (or applicable portion thereof) based on the Basis for Appraisal, as determined in accordance with section 4.1(d) (the amount determined pursuant to this clause (a) being hereinafter referred to as the “Initial Value of the Site”); (b) for the period commencing upon the commencement of the thirty-first (31st) Lease Year of the Initial Term and continuing through the end of the fortieth (40th) Lease Year of the Initial Term, an amount equal to the lesser of (i) the product of the Initial Value of the Site (or applicable portion thereof) multiplied by two and one-half (2.5), or (ii) the Initial Value of the

Site (or applicable portion thereof) escalated over a period of thirty (30) years at a compound annual growth rate that is equal to the annual compound rate of growth of Effective Gross Income of the Premises (or applicable portion thereof) deemed to apply over a stipulated twentyone (21) Lease Year period starting with the Initial Stipulated Effective Gross Income for the Premises (or applicable portion thereof) for the first Lease Year of such period and ending with the Effective Gross Income actually received for the Premises (or applicable portion thereof) in the thirtieth (30th) Lease Year; and (c) for the period commencing upon the commencement of the forty-first (41st) Lease Year of the Initial Term and continuing through the end of the last Lease Year of the Initial Term, an amount equal to the product of the amount determined in accordance with the preceding clause (b) for the Premises (or applicable portion thereof) multiplied by the lesser of (i) one and one-half (1.5) and (ii) the Effective Gross Income for the Premises (or applicable portion thereof) for the thirtieth (30th) Lease Year of the Initial Term escalated at the compound annual growth rate of Effective Gross Income for the Premises (or applicable portion thereof) in the thirtieth (30th) Lease Year through the fortieth (40th) Lease Year of the Initial Term.

ARTICLE 2 Premises

2.1 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and subject to the reservations of rights and covenants set forth in this Lease, the Premises located at the Property. The Premises are described and outlined on the diagrams collectively attached hereto as Exhibit A-1 and Exhibit A-2. Landlord and Tenant agree that, for purposes of this Lease, the Premises contain the number of acres of gross land area specified in the Basic Lease Information. Upon the Commencement Date, Tenant may elect to record the Memorandum of Lease in the Official Records of Santa Clara County, California, and Tenant shall pay all costs, fees and expenses (including recording fees and transfer taxes) in connection therewith.

2.2 Common Areas. During the Term, Tenant shall have the non-exclusive right, in common with other tenants and users of the Property, to use only for their intended purposes the common areas (such as driveways, sidewalks, parking areas, loading areas and access roads) in the Property but lying outside the Premises that are designated by Landlord as common areas and not leased to or allocated for the exclusive use of another tenant or user of the Property. Landlord shall have the right from time to time to change the size, location, configuration, character or use of any such common areas, construct additional Improvements or facilities in any such common areas, or close any such common areas so long as any such action does not materially adversely affect Tenant’s use of or access to the Premises. Tenant shall not interfere with the rights of Landlord and other tenants or users of the Property to use such common areas. Landlord, upon request by Tenant, will work with Tenant to relocate, expand or improve the pedestrian and/or vehicular access provided to the Premises through such common areas, provided the applicable work would be performed by Tenant at Tenant’s sole cost and expense and any support required from Landlord be reimbursed by Tenant as a Demand Service

2.3 Landlord’s Easement Rights

(a) Landlord and Tenant acknowledge that, as of the Commencement Date, certain Utilities are located on portions of the Premises. Tenant agrees that, except as otherwise provided for in Exhibit O attached hereto or as otherwise mutually agreed by the Parties, it shall not construct any buildings or other structures on, over or above any such Utilities (provided that Tenant may relocate any such Utilities as provided in this section 2.3). Landlord and Tenant further acknowledge that: (i) in connection with the development of the Premises, certain roadways that are to be constructed on the Premises may connect with and become part of the general roadway circulation system serving the Property, and (ii) in connection with the future development of the Property, Landlord or other users of the Property may desire to install Utilities to serve other portions of the Property that cross the Premises. With respect to the foregoing, Tenant agrees that it shall from time to time allow connections to such roadways and Utilities and shall permit Landlord to grant easement rights affecting the Premises, subject to the following:

(i) any Utilities to be installed for the purpose of serving any other portions of the Property shall be coordinated with Tenant and shall lie within the easement areas designated therefor in the Master Utility Plan or in such areas mutually agreed to by Landlord and Tenant, shall not impair or otherwise adversely affect Tenant’s quiet use and enjoyment of the Premises and/or any of the terms and conditions of this Lease (including Tenant’s right to grant easements over the Premises to third parties in accordance with the terms and conditions hereof), shall not adversely affect Tenant’s Permitted Use of the Premises, and shall be installed and maintained at no cost or expense to Tenant;

(ii) Landlord and any and all third-party easement holders shall have reasonable rights of ingress and egress over the Premises in order to carry out the purpose of the easements or rights-of-way;

(iii) at Tenant’s sole election, any Utilities (including any existing Utilities) may be relocated by Tenant at Tenant’s cost from time to time to accommodate Tenant’s development and operation of the Premises and any third-party costs incurred as a result of relocating easements shall be borne by Tenant;

(iv) the terms and provisions of the easements shall be mutually approved by Tenant and Landlord;

(v) any Utility easement granted pursuant to this section shall expire, terminate and be of no further force or effect from and after the date that the use of such easement for the purposes for which it was granted is abandoned or otherwise ceases for a period of ten (10) consecutive years; and

(vi) any such easement to be granted by Tenant shall be limited such that it shall not interfere with Tenant’s development and use of the Premises in accordance with this Lease.

Landlord shall notify Tenant in the event Landlord exercises any such reserved easement rights, and with such notice Landlord shall provide Tenant with engineered drawings describing the extent of the applicable Utilities and the locations in which such Utilities will be installed. Promptly following delivery of any such notice, Landlord and Tenant shall negotiate the terms and conditions of the necessary easement agreement to be entered into between Landlord and Tenant with respect thereto

2.4

Landlord’s Grant of Other Rights. In connection with Tenant’s use and operation of the Premises, Landlord agrees to grant to Tenant or to third parties providing Utilities such non-exclusive easements, permits, licenses or rights-of-way over, under, in and across portions of the Property outside of the boundaries of the Premises as are reasonably necessary to provide Utilities to the Premises or to use, operate, maintain, repair or replace the same. Tenant shall reimburse Landlord for its reasonable, actual costs and expenses in connection with all such easements, permits, licenses or rights-of-way. In addition, with respect to easements required by Tenant, such easements shall be granted by Landlord for consideration as required under 40 U.S.C. § 1314 and with the termination rights set forth in 14 C.F.R. § 1204.503(f)(3)(i)(B) and (D). Landlord shall work with Tenant to grant to third-parties, any easements, licenses or rightsof-way over the Premises for Utilities or such other purposes as Tenant deems necessary in connection with the use and development of the Premises. Landlord shall execute any written acknowledgements, consents or other documents that are reasonably necessary to give effect to such easements, licenses or rights-of-way over the Premises.

2.5 Landlord’s Rights during the Transition Term.

(a) During the Transition Term, Landlord’s grant to Tenant of the non-exclusive access to and across the Premises under this Lease is subject to Landlord’s reservation of the right to own, use, operate, inspect, maintain, repair, renovate, and remediate the buildings, equipment, fixtures, facilities, Utility systems and other improvements located in or on the Premises, together with the right to enter the Premises for the foregoing purposes, and Tenant hereby consents thereto.

(b) [During the Transition Term], this Lease is subject to the terms and conditions of the Existing Tenant Agreements listed on Exhibit P. Tenant hereby acknowledges receipt of the Existing Tenant Agreements, and acknowledges the Existing Tenant Agreements grant the right to other tenants to use the portion of the Premises identified on Exhibit P-2 during the Transition Term. Tenant’s use of the Premises during the Transition Term shall not materially interfere with the use and enjoyment of the Premises by the tenants leasing space under the Existing Tenant Agreements. Landlord shall retain all obligations of the landlord under such Existing Tenant Agreements throughout the Transition Term, and Landlord shall have the right to retain all rent and amounts collected under the Existing Tenant Agreements during the Transition

Term. Landlord is responsible for any and all Claims and liabilities of any kind or nature to the extent arising out of or relating to the Existing Tenant Agreements (“Existing Tenant Agreement Claims”) during the Transition Term; provided however, Tenant shall be liable for any Existing Tenant Agreement Claims to the extent arising out of any damage to any real or personal property or any bodily or personal injury, illness or death of any person occurring in, on or about the Premises to the extent caused by any act or omission of Tenant.

2.6 Landlord’s Reservation of Rights during Term.

(a) Landlord’s grant to Tenant of the Leasehold Estate under this Lease is subject to Landlord’s reservation of the right to use, [own], operate, inspect, maintain, repair, renovate and replace the buildings, equipment, fixtures, facilities, [Utilities] and other improvements located [on or near] the Premises, as set forth in Exhibit J (collectively, “Landlord Reserved Spaces”) as of the Commencement Date, together with the right to enter the Premises for the foregoing purposes, and Tenant hereby consents thereto; provided that any such entry, shall be made upon not less than forty-eight (48) hours’ prior written notice in a non-emergency situation, and shall be undertaken so as to cause as little interference to Tenant as practicable and shall be subject to Tenant’s coordination and oversight requirements. Notwithstanding the foregoing, if such entry is required for emergency or security purposes and such prior notice is not possible, then no prior notice shall be required and such entry may occur at any time and shall not be subject to Tenant’s coordination and oversight requirements; provided that Landlord shall remain obligated to cause as little interference to Tenant as practicable in connection with such entry. The Parties agree that Landlord’s Utility systems and the related infrastructure, including Switchgear C, shall remain on the Premises unless and until Tenant elects to relocate the Utility systems and the related infrastructure and/or construct a replacement for Switchgear C in location(s) lying outside the Premises selected by Landlord in Landlord’s reasonable discretion, and such replacement is determined to be operational, all in accordance with the Master Utility Plans and section 1.08 of the Construction Provisions. Landlord Reserved Spaces shall not be included in the definition of the Premises except as set forth herein. Notwithstanding anything to the contrary herein, from and after the conveyance of title to such replacement, the applicable original Utility systems, related infrastructure and/or Switchgear C may be removed from the Premises by Tenants and the associated portions of the Landlord Reserved Spaces shall no longer be deemed Landlord Reserved Spaces for the purposes of this Lease and thereafter will be included in the definition of the Premises.

(b) This Lease is subject to the terms and conditions of all existing easements, permits, licenses and other matters affecting title to the Premises or the use and operation of the Premises that, in each case, are of record as of the Commencement Date.

(c) Landlord hereby reserves the right for Landlord and its other tenants, users and occupants of the Property to use the roadways and adjacent sidewalks on the Premises, subject to any reasonable rules and regulations established by Tenant from time to time with respect thereto that do not violate the requirements of the Housing TDM Plan; provided that Tenant shall have

the continuing right to temporarily or permanently modify, restrict, or prohibit access to all or any portion of the sidewalks from time to time and to temporarily modify, restrict, or prohibit access to all or any portion of the roadways from time to time in a manner consistent with the Housing TDM Plan, in connection with its use, operation, construction, maintenance, and enjoyment of the Premises, subject to the notice requirements set forth in the Construction Provisions, to the extent the same are applicable.

(d) Landlord hereby reserves the right for Landlord’s employees, agents and security personnel to enter the Premises, including the buildings and improvements thereon, at all times, without escort, for purposes of carrying out Landlord’s authorized security or other protective services responsibilities, Landlord’s authorized construction permitting or inspection responsibilities, and Landlord’s Modified ISP Services or Demand Services responsibilities.

(e) Until the expiration of the Transition Term, this Lease is subject to the terms and conditions of the CANG Agreements. Tenant hereby acknowledges receipt of the CANG Agreements, and acknowledges the CANG Agreements grants CANG the right to use the portion of the Premises identified as “Temporary Use Areas” or “TUAs” in the CANG Agreements. Landlord reserves on behalf of the CANG to continue the CANG’s occupancy of the CANG Permitted Area as shown on Exhibit P-1 pursuant to the CANG Agreements until the expiration of the Transition Term. Landlord and CANG have agreed that CANG, subject to the availability of appropriated funds, will relocate into its permitted premises and vacate and surrender the CANG Permitted Area on or before the expiration of the Transition Term.

2.7 Tenants’ Associations. Tenant acknowledges that Landlord may convey an interest in some or all of the common areas of the Property lying outside the Premises to one (1) or more Tenants’ Associations, or that Landlord may transfer to one (1) or more Tenants’ Associations, and the same shall assume, the obligations to perform applicable services with respect to common areas of the Property lying outside the Premises. In any such event, if and to the extent necessary to give effect to such conveyance or transfer, Tenant shall execute, acknowledge as appropriate, and deliver to Landlord (promptly following Landlord’s written request) such documents, instruments and agreements as Landlord may reasonably require and Tenant shall reasonably approve. Notwithstanding the foregoing, Tenant shall have no obligation to execute and deliver any such document, instrument or agreement if the same would increase Tenant’s monetary or other material obligations, or Tenant’s business or economic risk or reduce Tenant’s rights under this Lease. Tenant may, at its option, become a member of any Tenants’ Association. In no event shall Landlord have the right to transfer its obligations to perform any Modified ISP Services to any Tenants’ Association without Tenant’s consent, in its sole and absolute discretion.

2.8 Transportation Management Associations. With respect to each Transportation Management Association created that implements some or all of the NADP TDM Plan which affects or impacts Tenant or the Premises (or any portion thereof), if and to the extent necessary to such implementation, Tenant shall execute, acknowledge as appropriate, and deliver to

Landlord (promptly following Landlord’s written request) such documents, instruments and agreements as Landlord may reasonably require and Tenant shall reasonably approve. Tenant may, at its option, become a member of any Transportation Management Association. Upon Landlord’s request, Tenant shall provide to Landlord the number of residents and employees living and working on the Premises and any relevant information that may be necessary for Landlord to perform traffic analyses of the Property.

2.9 Housing Management Plan. As further detailed in the Housing Management Plan attached hereto as Exhibit G, Tenant is required to reserve ten percent (10%) of the Housing Units as Affordable Housing Units. The Affordable Housing Units shall be made available at rates affordable to 80% of Area Median Income households, as adjusted for household size, in accordance the procedures set forth in the Housing Management Plan. Such procedures include, without limitation, Tenant’s obligation to maintain a housing preference system with respect to the market rate Housing Units and the Affordable Housing Units that conforms to and is compliant with the Housing MIMP. Notwithstanding the foregoing, should Tenant enter into a Post-Construction Assignment of the Housing Units pursuant to section 12.3, the housing preference system shall not apply to the Housing Units that are assigned. Tenant shall retain a Qualified Leasing Management Company to operate the Housing Project in accordance with the Housing Management Plan. The Housing Management Plan may be amended from time to time by written mutual agreement of both Parties. Any updates or amendments to the Housing Management Plan shall comply with the requirements of this section, Applicable Laws and any other applicable requirements of this Lease.

2.10 Retail Management Plan. Landlord and Tenant have approved the Retail Management Plan attached hereto as Exhibit Q. The Retail Management Plan sets forth the prohibited Retail Uses and prohibited Subtenants under this Lease. Tenant shall be permitted to lease Retail Space for any other Retail Uses. The Retail Management Plan may be amended from time to time by written mutual agreement of both Parties.

ARTICLE 3 Term

3.1 Transition Term.

(a) The Transition Term of this Lease shall commence on the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on the date specified in the Basic Lease Information attached to the Lease as the ending date for the Transition Term. During the Transition Term, Tenant shall have the non-exclusive right to access the Premises for the purposes of performing due diligence, surveys, investigations, inspections, assessments, studies, investor and lender showings, pre-development and design work, and such other work as may be permitted by Landlord.

(b) From the Effective Date through the end of the Transition Term, Tenant, in its sole discretion, for any reason or no reason whatsoever, shall have the right to terminate this Lease by giving at least thirty (30) calendar days’ written notice of termination to Landlord at any time, in which event such tenancy shall terminate on the termination date set forth in such termination notice. On the date that is thirty (30) calendar days after the delivery of the prior written notice of termination, Tenant shall surrender the Premises in accordance with the provisions of section 3.5. Within thirty (30) calendar days after the effective date of such termination, Landlord shall return the Security Deposit to Tenant and thereupon the Parties shall have no further obligations to one another hereunder other than those obligations that expressly survive the termination of this Lease.

(c) Tenant’s obligation to accept the Premises upon the expiration of the Transition Term and to perform its obligations under this Lease during the Initial Development Term and the Initial Term are subject to the satisfaction, prior to the expiration of the Transition Term, of each and all of the following conditions precedent (the “Conditions Precedent”):

(i) Tenant shall have received a Bona Fide Prospective Lessee Agreement in form and substance satisfactory to Tenant on or prior to the date that is eighteen (18) months following the commencement of the Transition Term.

(ii) Satisfactory completion of Landlord’s obligations pursuant to section 6.10 below.

(iii) Tenant shall have received evidence satisfactory to Tenant that all conditions precedent to the recordation in the Official Records of Santa Clara County, California of any applicable instruments or memoranda or other documents required or permitted to be recorded in connection with any future Assignment, Equity Transaction, Financing Transaction, Mortgage, Sublease of Space, license, occupancy agreement or other transfer, pledge, hypothecation, sale or assignment of this Lease, the Premises, or any interest of Tenant hereunder or therein, pursuant to California Government Code Section § 27338 have been satisfied or irrevocably waived by the California State Lands Commission and any other applicable board, agency, commission, office, or other authority of any nature whatsoever of any governmental unit (state, county, district, municipal, city, country or otherwise) of the State of California.

(iv) All Exhibits to this Lease shall have been completed by the Parties. Further, the Parties mutually agree to work diligently to complete Exhibit A-1, Exhibit A-2, Exhibit A-5, Exhibit J, Exhibit R-1, and Exhibit V on or before November 1, 2021.

(v) At Landlord’s discretion, Landlord intends to work with the County of Santa Clara and the State of California to proceed with retrocession of legislative jurisdiction from exclusive legislative jurisdiction to concurrent legislative jurisdiction for the Premises. In doing so, Landlord will use reasonable efforts to work with the County of Santa Clara to discuss

municipal services with the intent that Landlord may retain zoning, land use, environmental, health, safety and permitting control over the Premises to the extent permitted under Applicable Laws. During the course of discussions between Landlord and the County of Santa Clara regarding municipal services, Landlord will keep Tenant reasonably informed as to the progress and Landlord will provide to Tenant in detail the contents of the discussions that are relevant to Tenant’s Project. In connection with the foregoing, Landlord shall consider in good faith any comments or suggestions of Tenant. Landlord shall provide Tenant [and Mortgagee] with a courtesy copy of any such agreement.

(vi) The Value of the Site shall have been determined in accordance with section 4.1(e) on or prior to the date that is twelve (12) months following the Effective Date.

(vii) The satisfactory completion of the NRP Design Review Board review and approval of the Project within eighteen (18) months following the commencement of the Transition Term

Landlord may, at any time prior to expiration of the Transition Term, request from Tenant a written determination of the Conditions Precedent(s) that Tenant believes it has achieved or satisfied as of the date of Landlord’s request, and Tenant shall respond to Landlord in writing with Tenant’s determination within twenty (20) calendar days of receipt of such written request from Landlord. Similarly, Tenant may, at any time prior to expiration of the Transition Term, request from Landlord a written determination of the Conditions Precedent(s) that Landlord believes it has achieved or satisfied as of the date of Tenant’s request, and Landlord shall respond to Tenant in writing with Landlord’s determination within twenty (20) calendar days of receipt of such written request from Tenant.

(d) If (i) any of the Conditions Precedent set forth in the preceding section 3.1(c) is not satisfied, or otherwise waived by Tenant, prior to the expiration of the Transition Term, or (ii) Tenant determines, in its reasonable discretion that any of such Conditions Precedent is not reasonably likely to be satisfied prior to the expiration of the Transition Term, then Tenant shall have the right to terminate this Lease by delivering thirty (30) calendar days’ prior written notice to Landlord, in which event Tenant’s rights hereunder shall terminate on the termination date set forth in such termination notice, but in no event shall such period extend beyond thirty (30) calendar days after the expiration of the Transition Term. Tenant shall surrender the Premises in accordance with the provisions of section 3.5. Within thirty (30) days after the effective date of such termination, Landlord shall return the Security Deposit to Tenant and thereupon the Parties shall have no further obligations to one another hereunder other than those obligations that expressly survive the termination of this Lease.

(e) In the event all Conditions Precedent have not been achieved or satisfied as of the expiration of the Transition Term, but Tenant has elected to waive in writing such Conditions Precedent, then all such Conditions Precedent shall be deemed achieved or satisfied and this Lease shall continue in full force and effect. Notwithstanding anything to the contrary set forth herein,

throughout the Transition Term each Party shall employ good-faith, commercially reasonable efforts and otherwise cooperate with the other Party in order to achieve or satisfy each of the Conditions Precedent in a manner that is mutually agreeable and beneficial to both Parties.

3.2

Initial Development Term.

(a) Unless this Lease is terminated in accordance with section 3.1(a), 3.1(b) or 3.1(d), Landlord grants to Tenant the Leasehold Estate upon the first day of the Initial Development Term, which shall be the Commencement Date. Tenant acknowledges that, in such event, prior to accepting delivery of the Premises, Tenant will have had adequate time to inspect the Premises or have the Premises inspected by professional consultants retained by Tenant; and, subject to the terms of this Lease, the condition of the Premises for the purposes of the Projects, will be acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, unless Tenant terminates this Lease in accordance with section 3.1(b) or 3.1(d), Tenant shall accept the Premises in its “AS IS” condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant’s purposes) except for the express representations and warranties of Landlord made in this Lease, and Tenant is relying solely on its own investigation of the Premises and such express representations and warranties of Landlord. Except as expressly set forth in this Lease, Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that except as expressly set forth in this Lease, Landlord has made no representations or warranties concerning any due diligence materials, reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Except as expressly set forth in this Lease, Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except for the Landlord Reserved Spaces.

3.3 Initial Term The Initial Term of this Lease shall commence immediately following the Initial Development Term and, unless sooner terminated as specifically provided in this Lease, shall end on the Expiration Date.

3.4 No Holdover. It is expressly agreed and understood by both Landlord and Tenant that Tenant is obligated to surrender possession of the Premises to Landlord upon the Expiration Date of this Lease, and Tenant shall have no right to holdover in possession of the Premises thereafter.

3.5 Surrender of the Premises

(a) Upon the Expiration Date of this Lease, Tenant shall remove all Personal Property, shall comply with the provisions of sections 5.2(e)(vii) and 5.2(e)(viii), and surrender the Premises, free and clear of all liens, encumbrances or exceptions to title other than the exceptions to title as of the Commencement Date and such other exceptions to title created or approved by Landlord (or permitted without Landlord’s approval) during the Term. Except as provided in section 15.2, Tenant shall not remove from the Premises any buildings, [Infrastructure Improvements], or other Improvements that exist on the Premises immediately prior to the Expiration Date of this Lease, unless mutually agreed to by the Parties. The buildings and other Improvements on the Premises shall be surrendered in their then “as is” condition as of the Expiration Date; provided, however, Tenant shall be obligated to repair or restore any damage or destruction, or to restore the Improvements in connection with a Taking, as may be required by the provisions of ARTICLE 16 or ARTICLE 17, respectively. Tenant shall promptly deliver Tenant’s then – current book value of the Improvements, all Alterations, and all other improvements to the Premises made by Tenant to permit Landlord to properly manage the Premises and the Improvements.

(b) Notwithstanding the foregoing provisions of section 3.4 or the foregoing provisions of this section 3.5, [but subject to the terms and provisions of Section 3.5(c) and Exhibit W with respect to the Infrastructure Improvements], if this Lease terminates before the Expiration Date stated in the Basic Lease Information, Tenant shall nevertheless surrender possession of the Premises, but the Parties shall execute a license granting Tenant a period of ninety (90) calendar days thereafter to remove its Personal Property, to comply with the provisions of sections 5.2(e)(vii) and 5.2(e)(viii), and to comply with its other obligations pursuant to this section 3.5 and its obligations pursuant to section 3.6; provided, however, if Tenant requires more than such ninety (90) calendar day period to comply with the provisions of sections 5.2(e)(vii) and 5.2(e)(viii), Tenant shall have such reasonable period of time as is necessary to comply with such sections as long as Tenant commences such work with due diligence and dispatch within such ninety (90) calendar day period and, having so commenced, thereafter prosecutes with diligence and dispatch and completes such work. During the term of any such license, Tenant shall pay to Landlord rent for Tenant’s continued access to the Premises, such rent to be determined based upon the extent to which Tenant’s continued access to and activities on the Premises preclude Landlord from the use of the Premises or portions thereof.

(c) Notwithstanding anything to the contrary set forth in this Lease, provided that Tenant has substantially completed the Infrastructure Improvements, or discrete portions thereof, located on the Premises, upon a termination of this Lease in accordance with this section 3.5 or otherwise, Tenant shall retain title to, and ownership of, the then-constructed Infrastructure Improvements located on the Premises and [shall have the right to transfer, sell or otherwise recover its costs with respect to same from any then-current or future tenant, user or occupant of the Premises or any of such Infrastructure Improvements, all in accordance with the terms

and provisions of Exhibit W hereto]. In connection with the foregoing, Landlord shall cooperate with Tenant to the extent, and in the manner, set forth in such Exhibit W.

(d) The provisions of this section 3.5 shall survive any termination of this Lease.

3.6 Documentation upon Termination or Partial Termination. If this Lease terminates, in whole or in part, Tenant shall remain liable to Landlord for Tenant’s obligations under this Lease that arose prior to the termination (or partial termination) hereof, and Tenant shall cause the following documents to be executed and acknowledged (as appropriate) to evidence or implement such termination (or partial termination) of this Lease, and shall deliver them to Landlord within ten (10) business days after any such termination (or partial termination): (i) an agreement terminating this Lease in whole or in part, as applicable; and (ii) a termination of the Memorandum of Lease covering the Premises or the applicable portion thereof. Landlord shall execute and acknowledge (as appropriate) such of the foregoing documents as require Landlord’s execution thereof, and deliver the same to Tenant. In addition, the Parties shall enter into such other documents as may reasonably be required, including in the case of a partial termination, such amendment or restatement of this Lease with respect to the portion of the Premises as to which this Lease shall remain in effect as well as such additional documents as may be necessary pursuant to section 5.8. Tenant shall pay all costs and expenses (including transfer taxes, if any, and recording fees) to record such documents in the Official Records of Santa Clara County, California.

ARTICLE 4 Rent

4.1 Base Rent.

(a) Beginning on the Effective Date and continuing throughout the Transition Term, Tenant shall pay the annual Base Rent to Landlord, if any, as specified in the Basic Lease Information.

(b) Commencing upon the Commencement Date and continuing until the end of the Initial Development Term, Tenant shall pay to Landlord the annual Base Rent specified in the Basic Lease Information

(c) During the first year of the Initial Term and each Lease Year of the Initial Term thereafter, subject to the remaining provisions of this section 4.1(c), the Base Rent for the Premises or the applicable portion thereof for such Lease Year shall be equal to the greater of (i) One Hundred Thousand U.S. Dollars ($100,000), or (ii) the lesser of (A) the product of the thenapplicable Base Rent Percentage multiplied by the then-applicable Value of the Site for the Premises (or applicable portion thereof in the event of parcelization of the Premises pursuant to section 5.8), or (B) the product of seven and one-half percent (7.50%) multiplied by the Effective Gross Income from the Premises or applicable portion thereof received during the immediately

preceding Lease Year (provided that for the first Lease Year of the Initial Term, the Effective Gross Income will be based on an estimate provided by Tenant and shall be reconciled by Tenant within sixty (60) days after the commencement of the second Lease Year of the Initial Term). Notwithstanding the foregoing, if Tenant enters into an Assignment in accordance with the terms and conditions hereof with a party that is not an Affiliate, then the Base Rent for the Parcels that are the subject of such Assignment shall be equal to the product of the then-applicable Base Rent Percentage multiplied by the then-applicable Value of the Site for the applicable Parcels.

(d) Initial Value of the Site

(i) For the purposes of the preceding section 4.1(c), the Initial Value of the Site shall be determined in accordance with this section 4.1(d). The Initial Value of the Site has been mutually agreed to by the Parties to be One Hundred Ninety Million U.S. Dollars ($190,000,000). Tenant may elect, in its sole and absolute discretion, that instead of adopting the mutually-agreed-to-value of $190,000,000, the Initial Value of the Site would instead be determined through the appraisal process set forth in section 4.1(d)(ii). Tenant shall be required to notify Landlord of its election to determine the Value of the Site through an appraisal process no later than six (6) months after the Effective Date. In such event, the appraisal process set forth in section 4.1(d)(ii) shall be initiated as of the date of such notification (“Appraisal Initiation Date”).

(ii) Appraisal Process. Each Party (at its own cost) shall, within forty–five (45) calendar days of the Appraisal Initiation Date, obtain from a Qualified Appraiser a determination of such fair market value of the Premises (which shall be based on the Basis for Appraisal set forth in section 1.18). If the Qualified Appraisers’ fair market values for the Premises differ by less than ten percent (10%) (measured from the higher fair market value), the fair market value of the Premises, shall be the mean average of the two (2) fair market values. If the Qualified Appraisers’ fair market values of the Premises differ by ten percent (10%) (measured from the higher fair market value) or more, then the two (2) Qualified Appraisers appointed by the Parties shall, within five (5) business days, jointly appoint a third Qualified Appraiser. If the Parties’ Qualified Appraisers are unable to agree upon the identity of a third Qualified Appraiser during that five (5) business day period, then either Party may request that such appointment be made by the District Court for the Northern District of California. If, within forty-five (45) calendar days after the appointment of the third Qualified Appraiser, a majority of the Qualified Appraisers agree on the fair market value of the Premises (which shall be based on the Basis for Appraisal), then such determination of the Qualified Appraisers shall be binding and conclusive upon the Parties. If, within forty-five (45) calendar days after the appointment of the third Qualified Appraiser, a majority of the Qualified Appraisers cannot reach agreement on the fair market value of the Premises, then the three (3) Qualified Appraisers shall each simultaneously submit their independent appraisal to the Parties; the fair market value farthest from the median of the three (3) appraisals, as applicable, shall be disregarded, and the mean average of the fair market values determined by the remaining two (2) appraisals shall be deemed to be the fair market value of the Premises and shall be binding and conclusive upon the

Parties. Each Party shall pay the fees and expenses of the Qualified Appraiser appointed by it and the Parties shall share equally the fees and expenses of the third Qualified Appraiser.

(e) Financial Statements. If in any Lease Year during the Initial Term either: (i) Tenant’s payment of Base Rent for such Lease Year is limited by 7.5% of Effective Gross Income pursuant to section 4.1(c)(ii)(B) or (ii) a determination of the Value of the Site is made pursuant to section 1.188, then Landlord shall have the right, within two (2) years after the commencement of such Lease Year or within two (2) years of the determination of the Value of the Site, as the case may be, to request from Tenant a complete set of audited financial statements of Tenant, including all supporting notes and schedules, for the applicable Lease Years. All such financial statements shall provide in sufficient detail the sources of Effective Gross Income by source arising from Tenant’s leasehold interest in, and operation of the Premises, the numbers of which are audited by a reputable registered independent certified public accounting firm and accompanied by an audit opinion executed by an authorized representative of such accounting firm (all at Tenant’s sole cost and expense). Provided Landlord timely submits such request to Tenant, Tenant shall deliver, or caused to be delivered, such financial statements within one hundred twenty (120) days after the later of (i) its receipt of Landlord’s request or (ii) the end of the last calendar year to which the applicable audited financial statements apply. If any such audited financial reports reveal that Tenant has misstated its Effective Gross Income for said audit period resulting in an additional sum to be paid to Landlord as Base Rent, Tenant shall pay Landlord, promptly upon demand, the difference between the amount Tenant has paid and the amount it should have paid to Landlord and as further subject to interest and late payment fees as set forth in Section 4.6.

(f) Landlord’s Audit Rights. In the event: (i) Tenant notifies Landlord of an Adjustment Event pursuant to section 4.9; (ii) Tenant makes a determination of the infrastructure costs and infrastructure cost allocations related to a parcelization of the Premises, including Tenant’s cost-sharing agreement for infrastructure, pursuant to section 5.8; or (iii) Tenant makes a determination of the infrastructure costs and cost allocations related to the Infrastructure Improvements pursuant to Exhibit W (collectively referred to as “Tenant’s Determinations”), Landlord shall have the right to audit, at Landlord’s sole discretion, the information provided by Tenant to substantiate Tenant’s Determinations and upon Landlord’s request, Tenant shall make available to Landlord at the Premises Tenant’s such books and records, including, without limitation: certified financial statements prepared by Tenant at Tenant’s sole expense, applicable income tax schedules related to the Premises, design and engineering contracts and invoices, construction and environmental remediation contracts and invoices, and any other data or document necessary for Landlord to validate Tenant’s Determinations.

4.2 Security Deposit. [Intentionally Left Blank]

4.3 Additional Rent.

(a) During each Fiscal Year (or part thereof) during the Term, Tenant shall pay to Landlord, as Additional Rent, quarterly in advance on the first day of each calendar quarter during the Term, and in accordance with this Lease and the terms and conditions of the annual Support Agreement:

(i) The costs of Demand Services, if any, to be provided to Tenant by Landlord in such year;

(ii) The costs of Modified ISP Services to be provided to Tenant by Landlord in such year as follows: (A) Tenant shall not be responsible for the cost of Modified ISP Services during the Transition Term; (B) commencing upon the commencement of the Initial Development Term or the date that Commencement of Construction has occurred for any Improvements, whichever is later, and continuing thereafter until the Retrocession Date, Tenant shall be responsible for the actual costs to Landlord of providing the Modified ISP Services as a result of Tenant’s occupancy, development and use of the Premises; and (C) from and after the Retrocession Date, Tenant shall have no further responsibility to pay Landlord for any of the Modified ISP Services except that Tenant shall be responsible for one hundred percent (100%) of the actual cost of the Environmental Oversight Services provided with respect to the Premises; provided that if some or all of the Environmental Oversight Services are provided with respect to both the Premises and portions of the Property outside of the Premises, then Tenant’s share of the cost of such Environmental Oversight Services shall be fairly and equitably prorated.

(iii) The Maintenance Costs of the Off – Site Improvements (subject to the provisions of section 4.3(b)(i) below); and

(iv) The costs of Utilities, if any, to be provided to Tenant by Landlord in such year.

(b) Throughout the Term, Tenant shall pay, as Additional Rent, all other amounts of money and charges required to be paid by Tenant under this Lease, whether or not such amounts of money or charges are designated “Additional Rent.”

(i) Maintenance Costs of the Off-Site Improvements initially shall be based on the estimated costs set forth on Exhibit K attached hereto. Landlord and Tenant, acting reasonably, shall review and revise the types and categories of services included in Maintenance Costs of the Off – Site Improvements as of each Maintenance Cost Review Date to include: (A) such additional or substituted services to maintain the Off – Site Improvements and other infrastructure and improvements that serve the Premises as Landlord may then be providing, and (B) changes (whether increases or decreases) in the level of such services or costs thereof that Landlord is then providing. Beginning on each Maintenance Cost Review Date, Tenant and

Landlord, acting reasonably, shall estimate the Maintenance Costs of the Off-Site Improvements expected to be incurred by Landlord to maintain the Off-Site Improvements, subject to the reconciliation procedures set forth in section 4.4(b) below. Any dispute between Landlord and Tenant with respect to the foregoing matters shall be resolved by the Parties in accordance with section 19.4.

4.4 Procedures for Additional Rent. The Additional Rent payable by Tenant pursuant to section 4.3 (such as costs for Demand Services, Modified ISP Services (subject to section 4.3(a)(ii)), Environmental Oversight Services (subject to section 4.3(a)(ii), Maintenance Costs of the Off-Site Improvements, and Utilities) shall be calculated and paid in accordance with the following procedures:

(a) Immediately following the Effective Date, Landlord and Tenant shall execute the initial Support Agreement for the first Lease Year of the Transition Term. Thereafter, Tenant agrees to execute and deliver to Landlord each annual Support Agreement promptly following Landlord’s delivery to Tenant of the same, which Support Agreement shall set forth the Base Rent, estimated costs for Demand Services, Modified ISP Services, Environmental Oversight Services, Utilities, and Maintenance Costs of the Off-Site Improvements (if any) for the applicable Lease Year.

(b) Cost estimates for Demand Services, Modified ISP Services (subject to section 4.3(a)(ii)), Environmental Oversight Services (subject to section 4.3(a)(ii), Utilities, and Maintenance Costs of the Off-Site Improvements (if any), and payments thereof by Tenant, shall be consistent with Applicable Laws and Landlord’s policy, including the requirement for payment in advance of the rate at which Landlord anticipates actually incurring costs. Landlord shall reconcile on a quarterly basis the actual, reasonable Maintenance Costs of the Off – Site Improvements (if any) incurred by Landlord, actual, reasonable costs incurred by Landlord for Modified ISP Services (subject to section 4.3(a)(ii)), actual, reasonable costs incurred by Landlord for Environmental Oversight Services (subject to section 4.3(a)(ii), Demand Services, and Utilities, in each case for the previous quarter against the estimated payment previously made by Tenant for such quarter. Landlord and Tenant will review Maintenance Costs of the Off-Site Improvements (if any), costs for Modified ISP Services (subject to section 4.3(a)(ii)), Environmental Oversight Services (subject to section 4.3(a)(ii), Demand Services and Utilities periodically to ensure that the rates are based on actual reasonable costs to Landlord.

(c) If the Initial Term commences or ends on a day other than the first or last day of a Fiscal Year, respectively, the amounts payable by Tenant under section 4.3 applicable to the Fiscal Year in which the Initial Term commences or ends shall be prorated according to the ratio which the number of days during the Initial Term in such Fiscal Year bears to three hundred sixty – five (365). Termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to section 4.2 to be performed after such termination.

4.5 Initial Payments. Within ten (10) business days after the Effective Date, Tenant shall pay to Landlord: (a) the amount of the Security Deposit and (b) such other amounts, if any, as are set forth on the initial Support Agreement for the calendar quarter during which the Effective Date occurs.

4.6 Late Payment. Tenant acknowledges that the late payment by Tenant of any installment of Base Rent or Additional Rent will cause Landlord to incur costs and expenses, the exact amount of which is extremely difficult and impractical to fix. Such costs and expenses will include administration and collection costs and processing and accounting expenses. Therefore, if any installment of Base Rent is not received by Landlord within ten (10) calendar days after such installment is due, Tenant shall immediately pay to Landlord a late charge equal to one-half of one percent (0.50%) of such delinquent installment of Base Rent. If any installment of Additional Rent is not received by Landlord within ten (10) calendar days after such installment is due, Tenant shall immediately pay to Landlord a late charge equal to two percent (2%) of such delinquent installment of Additional Rent. Landlord and Tenant agree that such late charge represents a reasonable estimate of such costs and expenses and is fair reimbursement to Landlord. In no event shall such late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any Rent or, subject to the terms of section 14.1(a), prevent Landlord from exercising any right or enforcing any remedy available to Landlord upon Tenant’s failure to pay each installment of Rent due under this Lease when due. In addition, all amounts that become payable by Tenant to Landlord under this Lease shall bear interest from the date due until paid. The interest rate per annum shall be the interest rate established pursuant to Public Law 95 – 563, 31 U.S.C. § 3717, 14 C.F.R. § 1261.412, OMB Circular A – 94, and any other Applicable Laws which are applicable to the period in which the amount becomes due. Amounts shall be due upon the earliest one of (i) the date fixed pursuant to this Lease, or (ii) thirty (30) calendar days after the date of the first written demand for payment, consistent with this Lease, including demand upon default.

4.7 Taxes Payable by Tenant

(a) Landlord advised Tenant that execution of this Lease and Tenant’s development, use and occupancy of the Premises may create possessory interests subject to property taxation, and that Tenant may be subject to the payment of property taxes levied on such possessory interests. Tenant shall pay, to the applicable taxing authority upon written demand and prior to delinquency, all ad valorem property taxes, possessory interest taxes and all other taxes, assessments, excises, levies, fees and charges, including all payments related to the cost of providing facilities or services, of every kind and description, general or special, ordinary or extraordinary, foreseen or unforeseen, secured or unsecured, whether or not now customary or within the contemplation of Landlord and Tenant, that are levied, assessed, charged, confirmed or imposed by any public or government authority upon or against, or measured by, or reasonably attributable to, or otherwise with respect to: (a) the Premises, any buildings or other Improvements thereon or any Personal Property used in connection with the Premises, or any part of the Premises, buildings or other Improvements or Personal Property, (b) the cost or value

of Tenant’s Personal Property located at the Premises or the cost or value of any buildings or other Improvements made in or to the Premises by or for Tenant, regardless of whether title to such buildings or other Improvements is vested in Tenant or Landlord, (c) any Rent payable under this Lease, including any gross income tax or excise tax levied by any public or government authority with respect to the receipt of any such Rent, (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or (e) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. All taxes, assessments, excises, levies, fees and charges payable by Tenant under this section 4.7 shall be deemed to be, and shall be paid as, Rent.

(b) Tenant shall have the right to pay any such real property or other tax under protest and Tenant shall not be required to pay, discharge or remove any such tax so long as Tenant shall: (i) in good faith contest the same or the validity thereof by appropriate legal proceedings in such a manner as to prevent the tax sale of any portion of the Premises, the buildings or other Improvements thereon and/or Tenant’s Leasehold Estate; and (ii) give Landlord prompt written notice of its intention to do so at least thirty (30) calendar days before Tenant would have been obligated to pay any such tax pursuant to this Lease, but for such contest. In the event of any such contest, within thirty (30) calendar days after the final determination thereof adversely to Tenant, Tenant shall pay and discharge the amounts determined to be due from Tenant together with any penalties, fines, interest, costs and expenses resulting from such contest or other proceeding. During any such contest, Tenant shall pay the uncontested amount of any such tax and, to the extent required by Applicable Law, the contested amount of any such tax. Landlord shall not interfere with Tenant’s right to so initiate and prosecute a contest of any such tax.

4.8 Rent Payments. Tenant shall pay all Base Rent under section 4.1 and all Additional Rent under section 4.3 via wire transfer in accordance with such instructions as Landlord may from time to time designate in writing. Landlord’s wire instructions shall include the number of this Lease. All payments of Rent shall be made in advance: with respect to Base Rent, payments shall be made in equal quarterly installments on or before the first day of each and every government fiscal quarter of each Lease Year after the Effective Date during the Term; and with respect to Additional Rent, on or before the first day of each and every government fiscal quarter after the Effective Date during the Term. Tenant shall pay all Rent to Landlord without notice, demand, deduction or offset (except as specifically set forth in this Lease), in lawful money of the United States of America.

4.9 Adjustment Events. If Tenant determines that an Adjustment Event has occurred, Tenant shall use commercially reasonable efforts to promptly notify Landlord of such occurrence. Upon Landlord’s receipt of such notice, and subject to Landlord’s reasonable agreement that an Adjustment Event has occurred, the Parties will cooperate to equitably adjust, to the extent permitted by Applicable Laws, the terms of the Lease, in order to mitigate the impact of the applicable Adjustment Event, including, if applicable, reducing the Base Rent or Additional Rent due hereunder.

ARTICLE 5

Use of the Premises

5.1

Permitted Use.

(a) Subject to the provisions of this ARTICLE 5, Tenant shall use the Premises only for the Permitted Uses and for lawful purposes incidental thereto, including Permitted Activities. Unless Landlord, in its sole and absolute discretion, consents to any change in the Permitted Uses or increase in the Entitled Uses, Tenant shall not construct improvements, buildings or other structures (including in connection with any Alterations or Redevelopment) for any purposes other than the Permitted Uses and up to the Entitled Uses set forth in the Basic Lease Information. Tenant shall, at all times, exercise precautions for the safety and health of all persons on the Premises.

(b) Tenant shall not permit the Premises to be used for any prohibited use set forth in the Retail Management Plan. Tenant shall not use or knowingly allow the Premises to be used for any unlawful activity. Tenant shall not receive, store or otherwise handle any product or material that is explosive or highly inflammable, except in accordance with Applicable Laws.

5.2

Environmental Requirements.

(a) Portions of the Property are underlain by a plume of contaminated groundwater that comprises two Superfund sites: the former Naval Air Station Moffett Field; and the Middlefield – Ellis – Whisman (“MEW”) site (“MEW Regional Plume”). Tenant understands that the groundwater is contaminated with solvents and petroleum hydrocarbons. The MEW Regional Plume is also subject to vapor intrusion of solvent and fuel vapors originating from groundwater. The EPA has identified responsible parties for the contamination which is the subject of these Superfund sites. Those parties include Landlord, Navy and the MEW Companies. Tenant hereby acknowledges receipt of the Environmental Reports and Environmental Agreements. It is not the intention of the Parties that this Lease allocates any liability for any Existing Environmental Conditions to Tenant, except solely as provided in section 11.1.

(b) Tenant has conducted due diligence activities within certain areas of the Premises as approved by Landlord. However, Landlord acknowledges that Tenant has not conducted due diligence activities on portions of the Property outside, but in the vicinity, of the Premises, although Landlord has provided to Tenant certain Environmental Reports and documents pertaining to the environmental condition of portions of the Property in the vicinity of the Premises. If Tenant desires to conduct additional testing of those portions of the Property on which Infrastructure is to be constructed, Landlord will cooperate in allowing such testing on terms and conditions mutually acceptable to the Parties.

(c) Landlord shall promptly cooperate with Tenant in arranging, coordinating and if necessary, participating in meetings with third parties (including, without limitation, Navy, CANG, EPA, DTSC, RWQCB, SCVWD, the MEW Companies and/or the RAB) concerning the use, operation and redevelopment of the Premises, including, without limitation, in connection with Existing Environmental Conditions and the development of the Projects. Additionally, Landlord will provide Tenant with copies of all written communications (or advise Tenant in general about all non-written communications) with third parties (including, without limitation, Navy, CANG, EPA, DTSC, RWQCB, SCVWD, the MEW Companies and/or the RAB) regarding Existing Environmental Conditions pertaining to or affecting the Premises.

(d) Tenant may request for the MEW Companies to accept any dewatering discharge by Tenant into the treatment systems operated by the MEW Companies on the Premises and/or Property.

(e) Tenant hereby agrees that:

(i) Tenant shall not conduct, or permit to be conducted, on the Premises any activity which is not a Permitted Activity;

(ii) Tenant shall not use, store or otherwise handle, or permit any use, storage or other handling of, any Hazardous Material which is not a Permitted Material on or about the Premises (except for Existing Environmental Conditions and any Hazardous Material introduced by Landlord, MEW Companies, CANG, and/or the Navy);

(iii) Tenant shall obtain and maintain in effect all permits and licenses required pursuant to applicable Environmental Laws for Tenant’s activities on the Premises, and Tenant shall at all times comply with all Environmental Laws applicable to Tenant’s activities on the Premises. Tenant shall provide to Landlord a copy of all permits and licenses obtained by Tenant from outside agencies pertaining to Tenant’s activities on the Premises;

(iv) Tenant shall not engage in the storage, treatment or disposal on or about the Premises of any Hazardous Material except those used, stored, handled or generated in the course of Permitted Activities;

(v) Tenant shall not install any aboveground or underground storage tank or any subsurface lines for the storage or transfer of any Hazardous Material, except in accordance with Environmental Laws, and Tenant shall store all Hazardous Materials in a manner that protects the Premises, the buildings and other improvements, the Property and the environment from accidental spills and releases;

(vi) Tenant shall not cause the release of any Hazardous Material on or about the Premises in violation of applicable Environmental Laws;

(vii) Except for (A) Hazardous Materials existing or located at, upon, under or within the Premises as of the Commencement Date, (B) Permitted Materials, and (C) any Hazardous Materials introduced to the Premises at any time by Landlord, MEW Companies, CANG, and/or the Navy or any of their respective employees, agents, contractors or licensees, Tenant shall: (1) promptly remove from the Premises any Hazardous Material introduced, or permitted to be introduced, onto the Premises by Tenant, and (2) on or before the date Tenant ceases to occupy the Premises (or any portion thereof), Tenant shall remove from the Premises (or such portion thereof) any Hazardous Material handled by or permitted on the Premises (or such portion thereof) by Tenant in violation of applicable Environmental Laws. Prior to the removal of any Hazardous Material introduced to the Premises by Tenant, Tenant shall be responsible for obtaining its own EPA and State identification number and executing manifests to the extent the foregoing are required by applicable Environmental Laws for the removal of any such Hazardous Material; and

(viii) If any release of a Hazardous Material to the environment, or any condition of pollution or nuisance, occurs on or about or beneath the Premises or the buildings or other Improvements as a result of any act or omission of Tenant or Tenant’s Related Entities (excluding any Existing Environmental Conditions and any Hazardous Material introduced by Landlord, MEW Companies, CANG, and/or the Navy), Tenant, at Tenant’s sole cost and expense, shall promptly undertake all remedial measures required to clean up and abate or otherwise respond to the release, pollution or nuisance in accordance with all applicable Environmental Laws.

(ix) In the event of a spill or other discharge of Hazardous Material in or on the Premises or the Property in an amount that is reportable under applicable Environmental Laws, the party on whose property the spill occurs and/or who is responsible for the spill, shall promptly notify the other party of the occurrence of the spill upon obtaining actual knowledge thereof. If Tenant is made aware of any spill or other discharge of Hazardous Material in or on the Premises in an amount that is reportable under applicable Environmental Laws, Tenant shall promptly notify NASA ARC dispatch (650-604-5416). Tenant shall have no liability for or obligation relating to Existing Environmental Conditions and any Hazardous Material introduced by Landlord, MEW Companies, CANG, and/or the Navy. In addition, Tenant shall have no liability or obligation in the event Landlord or any third party introduces any Hazardous Material on, into or under the Premises, which includes, but is not limited to, the sanitary sewer and storm water infrastructure, contents thereof and discharges therefrom. Any and all such liability shall remain with Landlord and/or such third parties. Should Tenant and/or Tenant’s Related Entities introduce Hazardous Material that are not related to or arising from the Existing Environmental Conditions, then Tenant’s liability and obligation to indemnify and defend Landlord against and hold Landlord harmless from all claims against Landlord shall be as prescribed under Section 11.1(b).

(x) If Landlord gives written notice to Tenant that Tenant’s use, storage or handling of any Hazardous Material on the Premises may not comply with this Lease, Tenant

shall correct any such violation within ninety (90) calendar days after Landlord gives written notice thereof to Tenant; provided, however, that if, by the nature of such violation, the same cannot reasonably be cured within such period of ninety (90) calendar days, Tenant shall have such reasonable time as may be necessary as long as Tenant commences with due diligence and dispatch the curing of such violation within such period of ninety (90) calendar days and, having so commenced, thereafter prosecutes with diligence and dispatch and completes the same.

5.3 EPA Cooperation. Landlord acknowledges that Tenant is seeking a Bona Fide Prospective Lessee Agreement with the EPA and/or United States Department of Justice with regard to statutory liability protections under CERCLA and RCRA and assurances from the RWQCB with regard to liability protections under the laws of the State of California. If requested by Tenant, Landlord shall undertake such ministerial acts and shall execute as the fee owner of the Property such documents as may be reasonably required by such agencies in connection therewith.

5.4 Compliance with Law.

(a) General. Tenant shall, at Tenant’s sole cost and expense, comply, and cause Tenant’s Related Entities to comply, with (i) all Applicable Laws now in force or which may hereafter be in force, (ii) with all certificates of occupancy issued pursuant to any law by any governmental agency having jurisdiction over the Project or the Premises insofar as any thereof relate to or are required by the condition, use or occupancy of the Premises or the operation, use or maintenance of any Personal Property, machinery, equipment or Improvements on the Premises, and (iii) the NASA ARC Regulations set forth in Exhibit N; provided, however, NASA ARC Regulations existing as of the Effective Date and/or any new NASA ARC Regulations that are promulgated or approved after the Effective Date by Landlord that would directly serve to increase Tenant’s costs to develop and/or operate the Premises as permitted by this Lease, shall not apply to Tenant except to the extent such change or new regulation is required by Applicable Laws, is part of a nationwide change that Landlord is making to all similar regulations throughout the United States, and/or is reasonably necessary to address critical health or life safety issues. In the event Landlord revises, updates, or replaces any NASA ARC Regulation set forth in Exhibit N or promulgates any new NASA ARC Regulations that apply to the Premises and the Project (collectively, “New NASA ARC Regulations”), Tenant agrees to comply with all New NASA ARC Regulations that comply with the foregoing provisions of clause (iv) of this section 5.4(a) as soon as reasonably possible upon notification by Landlord of such New NASA ARC Regulation. Tenant may request a waiver from complying with the applicable New NASA ARC Regulation within the time frame required to comply or to be exempt from the requirements of the New NASA ARC Regulation. If Landlord is unable to either waive the compliance time frame or exempt Tenant from complying with the New NASA ARC Regulation due its requirements to compliance with all Applicable Laws, Tenant may seek other legal means within all Applicable Laws to waive the time frame to comply with the New NASA ARC Regulation or to be exempt from the New NASA ARC Regulation.

(b) Tenant shall not discriminate against any individual or business entity on the basis of race, color, gender, disability, religion, national origin, familial status, age, sexual origination, gender identity, or genetic information in: (i) the use, occupancy, or lease of the Premises; (ii) the selection of construction subcontractors, vendors or suppliers; or (iii) any employment practices with respect to employees employed at or in connection with the Premises. Tenant shall further cause its Tenant Related Entities to comply with the requirements of this section 4.1(b), as it applies to any contracts, leases, or agreements entered into on behalf of Tenant related exclusively to this Project or use of Premises.

(c) Without limiting the last grammatical sentence of section 5.4(a), Tenant, in its own name and at its sole cost and expense, may contest the applicability and/or validity of any Applicable Law.

(d) Safety. Notwithstanding section 5.4(a), Tenant and Tenant’s Related Entities shall not be obligated to comply with the NASA Ames Health and Safety Plan, except with respect to Ames Procedural Requirements 8715.1 (Ames Health and Safety Manual): Section 4 (Mishap and Close Call Reporting); Section 7 (Ames Radiation Safety Guide); Section 8 (Laser, Microwave and other Nonionizing Safety); Section 10 (Pressure System Safety); Section 12 (Explosives Safety); Section 15 (Cryogenic Safety); Section 27 (Construction Safety Management); Section 30 (Asbestos Management Plan); Section 35 (Lead Management Plan); and Section 52 (Biosafety). Tenant and Tenant’s Related Entities shall also comply with NPD 8710.5 (Policy for Pressure Vessels and Pressurized Systems) and NASA STD 8719.17 (NASA Requirements for Ground-Based Pressure Vessels and Pressurized Systems), to the extent applicable to Tenant Tenant shall deliver prior written notice to Landlord before Tenant manufactures, uses, stores or transports any such items on or about the Premises or the Property, and Landlord shall have the right to approve (and establish requirements for, or conditions of, approval) before Tenant manufactures, uses, stores or transports any such items.

(e) Radio Frequency. In accordance with NPR 2570.1 (NASA Radio Frequency Spectrum Management), Tenant and Tenant’s Related Entities are required to submit to Landlord’s Radio Frequency Spectrum Manager a request for spectrum certification for all activities requiring use of the radio frequency electromagnetic spectrum. Tenant shall obtain prior written approval from Landlord’s Radio Frequency Spectrum Manager before operating or using any radio frequencies on or about the Premises and the Property.

(f) Use of NASA Insignia. This Lease does not grant Tenant any rights to use the NASA or NASA ARC name, initials, logo or insignia. Tenant agrees to submit to Landlord for its approval all promotional and advertising material that uses the NASA or NASA ARC name, initials, logo or insignia prior to publication. Approval by Landlord shall be based on Applicable Laws (e.g. 51 U.S.C. §§ 20141, 20111(a) and 20113(a); and 14 C.F.R. § 1221.100 et seq.) and policy governing the use of the words “National Aeronautics and Space Administration” and the letters “NASA.”

5.5 Environmental Stewardship and Sustainability.

(a) Tenant agrees to consider implementing appropriate measures consistent with Landlord’s recycling, energy, and water conservation programs, including the use of reclaimed water for irrigation so long as such measures are commercially reasonable and appropriate in Tenant’s business judgment.

(b) Tenant, at its sole cost and expense, shall comply with the Housing TDM Plan. In addition, Tenant will cooperate with Landlord with respect to the NADP TDM Plan (including reimbursement of Tenant’s fair share allocation of the cost of Landlord’s annual Property – wide TDM cordon count) and hereby authorizes Landlord (and any Tenants’ Association or Transportation Management Association) to complete a transportation survey of the employees of Tenant and Tenant’s Related Entities as may be requested from time to time.

(c) Tenant shall implement an integrated pest management program, which emphasizes preventative measures and Tenant’s use of chemicals and pesticides only in the absence of other effective measures. Tenant will consider including appropriate measures from Landlord’s integrated pest management program.

(d) Tenant shall select California native plants in connection with its landscaping of the Premises; provided, however, that any phytoremediation project may utilize non-native plants from an EPA-approved list of plants.

(e) Landlord and Tenant shall comply with their respective requirements set forth in the Housing MIMP.

(f) Tenant shall ensure that Project buildings are constructed in a manner that would satisfy the requirements to achieve a minimum of Leadership in Energy and Environmental Design (“LEED”) v4 Silver certification (provided, however, no certification is required so long as a third-party validates Tenant has satisfied the LEED v4 Silver requirements), or equivalent California Green Building Standard Tier 2 requirements, current-adopted edition, so long as such equivalent standard is approved in advance by Landlord.

(g) Tenant shall endeavor to apply, to the maximum extent commercially feasible, sustainable design principles to the design and construction of all Alterations, Improvements, Redevelopment and Infrastructure in accordance with Applicable Laws.

5.6 NEPA Requirements.

(a) During the Transition Term, Tenant will submit an environmental checklist for the Initial Project pursuant to APR 8822.1 (NASA Research Park Design Review Program) and NPR 8580.1 (Implementing NEPA and Executive Order 12114) that is consistent with the Permitted Uses, Entitled Uses, Project Description and the Housing MIMP. Landlord will review the checklist and Tenant’s supporting documents to issue a record of environmental consideration. Issuance of the record of environmental consideration would complete the NEPA

process and documentation for the Initial Project, and no further NEPA review would be required to implement the Initial Project as contemplated under this Lease and the Housing MIMP.

(b) In the event Tenant proposes a Project that is not consistent with the Permitted Uses, Entitled Uses, the Project Description and/or the Housing MIMP, Tenant and Landlord shall cooperate in undertaking any reviews, studies, analyses, or other documentation required pursuant to NEPA for such proposed Project. Tenant shall perform (or reimburse Landlord for its costs of performing) such reviews, studies, or analyses for Landlord review and approval pursuant to NPR 8580.1 (Implementing NEPA and Executive Order 12114), and Tenant shall participate in any public meetings and meetings with government agencies or other stakeholders pursuant to NEPA requirements for such Project.

5.7 Entry by Landlord. Landlord shall have the right, subject to the provisions below, to enter the Premises during normal business hours to: (a) inspect the Premises (including to perform routine periodic inspections for compliance with environmental, construction, public health and safety standards); (b) determine whether Tenant is performing Tenant’s obligations hereunder; (c) supply any service to be provided by Landlord, including Demand Services; or (d) post notices of non – responsibility, provided that any such entry shall be undertaken so as to cause as little interference to Tenant or any of its sublessees, licensees or invitees as reasonably practicable. Any such entry shall be made upon not less than forty-eight (48) hours’ prior written notice and Landlord shall coordinate with Tenant on such entry, including the requirement that Landlord be accompanied by a representative of Tenant. Notwithstanding the foregoing, if entry is required for emergency or security purposes and prior notice is not possible, then no prior notice shall be required, such entry may occur at any time and such entry shall not be subject to Tenant’s security requirements. Landlord also specifically reserves the following rights: (i) to control ingress to and egress from the Property (as opposed to ingress to and egress from the Premises to other portions of the Property), to erect and maintain gates, and to regulate or prevent traffic in its normal course of operations to protect the safety of all persons entering or leaving the Property and as a means to implement local or national Government-wide security measures in accordance with Applicable Laws (provided that the foregoing right to control ingress to and egress from the Premises to the nearest public right of way lying outside the Property shall terminate at such time as Landlord’s security gate located on the eastern portion of the Premises is relocated off the Premises and, provided further, that until such time Landlord shall use its best efforts to minimize the impact of restricting ingress and egress from the Premises to the nearest public right of way lying outside the Property); (ii) to close temporarily all or a portion of the Premises when immediate and substantial danger to life, environment, or property is discovered until such danger has been reasonably mitigated (Tenant acknowledges that during such temporary closure the safety and security of persons on the Premises and the Property shall take precedence over ingress and egress from the Premises to the public right of way until such event impacting the safety and security of such persons has ended or has been averted); and (iii) on behalf of Landlord, the EPA, the State of California, the Navy, the MEW

Companies and other entities and governmental agencies that are involved in the remediation of, or that are responsible to remediate, existing or future contamination on or about the Property, the right to have reasonable access to known or suspected areas of contamination or other areas upon which any containment system, treatment system, monitoring system, or other environmental response action is installed or implemented, or to be installed or implemented, for the purposes of the complying with Environmental Laws; provided, however, (a) that any such installation and implementation shall be undertaken so as to cause as little interference to Tenant and Tenant’s Related Entities as reasonably practicable, (b) that Landlord shall restore or replace any damaged or disturbed property caused by Landlord or Landlord’s contractors to the condition existing immediately prior to such access to the Property, and (c) that any access by the MEW Companies be subject to the terms and conditions of the MEW Coordination Agreement. Landlord shall cooperate with Tenant in locating any such required equipment in locations and installing and implementing such systems in a manner that are compatible with the Conceptual Development Plan. Except as otherwise provided under this Lease, Tenant waives all Claims against Landlord for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry or Landlord’s exercise of such reserved right, except to the extent arising as a consequence of Landlord’s negligence, willful misconduct or breach of this Lease. Any entry to the Premises obtained by Landlord by any of such means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof.

5.8

Parcelization. At such time as there shall be two or more entities leasing, using or occupying different Parcels (whether as a consequence of a partial termination of this Lease, or a Transfer of one or more Parcels), or in the case of a Financing Transaction affecting one or more but less than all of the Parcels comprising the Premises, the Parties shall restate this Lease into separate, independent leases for each of the Parcels (to the extent necessary given the nature and/or extent of the partial termination or Transfer in question), and the following provisions shall apply:

(a) The Value of the Site as of the date of parcelization and Initial Stipulated Effective Gross Income shall be fairly and equitably allocated among the Parcels based upon the Entitled Uses (e.g., the number of Housing Units and Square Feet of the Retail Spaces) allocable to each Parcel by mutual agreement of the Parties. In the event the Parties are unable to reach a mutual agreement, the Parties each shall initiate the appraisal process set forth in section 4.1(d)(ii) and retain a Qualified Appraiser to establish the percentage allocation of the thenapplicable Value of the Site and/or Initial Stipulated Effective Gross Income, as the case may be, among the Parcels. Any and all restated leases shall not be cross-defaulted; except that two or more such restated leases shall be cross-defaulted to the extent the tenant under any such restated leases is the same entity or the tenants under any such restated leases are wholly-owned subsidiaries of the same entity, except in the case that any such restated lease is subject to a

Financing Transaction (in which case a default under any other restated lease shall not be a default under the restated lease which is subject to a Financing Transaction).

(b) The cost of all constructed and planned Infrastructure Improvements shall be fairly and equitably allocated among the Parcels on an equivalent Housing Unit, linear frontage foot, square feet of impervious land area, or traffic-generation basis, or other basis as appropriate, by a civil engineer licensed by the State of California, in a manner consistent with prevailing infrastructure cost allocation methodologies for similar projects in the local market area.

(c) The number of Affordable Housing Units shall be allocated to the Parcels with a mix of bedroom types and in a manner that results in each Parcel having no less than five percent (5%) and no more than eighteen percent (18%) of total Housing Units designated as Affordable Housing Units.

(d) Tenant shall, in its reasonable discretion, create and implement [a governance structure] among the various Parcels comprising the Premises to address, among other things, the need for Infrastructure Parcel(s), the maintenance, repair, replacement and operation of the common areas and infrastructure within the Premises (whether pursuant to a reciprocal easement agreement, declaration of covenants, conditions and restrictions, or otherwise) and the allocation of the costs thereof with such allocation made by an engineer licensed by the State of California in a manner consistent with prevailing infrastructure maintenance, repair, and replacement cost allocation methodologies for similar projects in the local market area. Tenant shall create and implement cost-sharing agreements for infrastructure with such costs allocated on a fair and equitable basis in a manner consistent with prevailing standards in the local market area that sets forth the obligations for each Parcel to reimburse Tenant or a third party, as the case may be, for any infrastructure not yet constructed that benefits the Parcel that is constructed by Tenant or such third party.

(e) In connection with a proposed parcelization, Tenant shall submit its proposed allocations and cost sharing agreement under sections 5.8(a), (b), (c) and (d) to Landlord together with such supporting documentation as may be reasonably necessary to establish that Tenant has complied with the requirements of such sections 5.8(a), (b), (c) and (d) in connection with such allocations and cost-sharing agreements. If any of Tenant’s allocations or cost-sharing agreements do not comply with the requirements of sections 5.8(a), (b), (c) and (d), then Landlord shall have a period of thirty (30) days in which to notify Tenant of such noncompliance and to provide any changes to the allocations that are necessary to correct such noncompliance. It would be reasonable for Landlord to determine Tenant’s proposal is noncompliant if Landlord determines the costs, including costs subject to a cost-sharing agreement, are not fairly or equitably distributed among the Parcels or allocated in a manner not consistent with prevailing standards in the local market area. Upon its receipt from Landlord of any such required corrections, Tenant may either make such corrections and thereafter complete the

proposed parcelization, or elect not to proceed with the proposed parcelization. The foregoing shall not limit Landlord’s audit rights pursuant to section 4.1(f).

(f) The Parties shall execute, acknowledge and deliver such documents as may be reasonably required to effect the purposes of this section 5.8.

ARTICLE 6

Existing Environmental Conditions

6.1 Acknowledgment by Tenant. Tenant hereby acknowledges that it has been informed by Landlord of: (a) the existence of the Environmental Reports listed on Exhibit E-1; and (b) the matters that are the subject of the Environmental Agreements listed on Exhibit E-2. Tenant further acknowledges that it has conducted its own due diligence with respect to the history, investigation and assignment by the EPA of liability for and continuing remediation of contaminated soil and groundwater at Moffett Field by the MEW Companies and the Navy. Tenant further acknowledges that it has conducted its own due diligence with respect to the history, investigation and assignment by the RWQCB of liability for and continuing remediation of the sites by the Navy wherein the UST 19 and UST 20 were located.

6.2 MEW Coordination Agreement. In connection with all Alterations, Capital Improvements, and Infrastructure Improvements, Tenant shall comply with its obligations pursuant to the MEW Coordination Agreement, if executed. In order to ensure appropriate handling of potentially contaminated soil or groundwater during construction activities, Landlord reserves the right to conduct environmental sampling during construction provided that any such sampling shall be at no cost to Tenant and shall not hinder or delay Tenant’s construction activities and schedule. Tenant shall coordinate with and obtain any necessary approvals from the MEW Companies and EPA before relocating or removing any monitoring wells, extraction wells, or piping that is part of the MEW groundwater remediation system.

6.3 Generator Status. If and to the extent that the MEW Companies do not fulfill their obligations pursuant to the MEW ROD and the MEW Coordination Agreement, if any, and/or the Navy does not fulfill its obligations pursuant to the Navy Memorandum of Understanding, the Navy Federal Facility Agreement, the Record of Decision for Navy sites described in section 6.1 above both solely with respect to Hazardous Materials at or from the Premises removed or to be removed (including, without limitation, any vessels, pipes, fixtures or equipment containing Hazardous Materials), and Tenant elects to remove such materials, Landlord shall promptly execute all manifests in connection therewith and shall be deemed to be the generator of such Hazardous Materials for that sole purpose. If there is no MEW Coordination Agreement, Landlord shall execute as generator for that sole purpose all manifests for Hazardous Materials for Existing Environmental Conditions to the extent not executed by Navy or the MEW Companies. To the extent the responsibility for the Hazardous Materials is NASA’s responsibility (i.e., asbestos or lead-based paint in building materials), Landlord shall execute as generator all manifests for Hazardous Materials for Existing Environmental

Conditions. Further, Landlord shall execute as generator all non-hazardous waste manifests for Existing Environmental Conditions.

6.4 Benefit of Indemnification. With respect to Existing Environmental Conditions in, on, or under the Premises, Tenant shall have all of the benefits, if any, to which it may be entitled with respect to the Premises deriving from that certain indemnification with respect to environmental restoration provided by the Secretary of the Defense, as set forth in 10 U.S.C. § 2687, as amended, or any benefits provided under any similar or successor statute or regulation. Landlord shall, at no out-of-pocket cost to Landlord, cooperate with Tenant in Tenant’s efforts to obtain the benefits of such indemnification, including at Tenant’s request, by enforcing, on behalf of and for the benefit of Tenant, any rights Landlord may have pursuant to 10 U.S.C. § 2687 or any similar or successor statute or regulation.

6.5 Cooperation in Obtaining Other Benefits. With respect to Existing Environmental Conditions in, on, or under the Premises and any other environmental conditions that may be caused by third parties using and/or operating on the Premises after the Commencement Date, Landlord shall, at no-out-of-pocket cost to Landlord, cooperate with Tenant in Tenant’s efforts to obtain the benefit of any available release, indemnification, hold harmless agreement, obligation to defend or other protection and/or other contractual obligation, if any, from any of the potentially responsible parties, including: (a) by obtaining the benefits of any such indemnification, release, hold harmless agreement, obligation to defend or other protection itself and then assigning such benefits to Tenant if Tenant cannot otherwise obtain such benefits; and/or (b) at Tenant’s request, by enforcing, on behalf of and for the benefit of Tenant, any rights Landlord may have under any of the Environmental Agreements for the benefit of Tenant. To the extent that Landlord obtains the benefit of any such indemnification, release, hold harmless agreement, obligation to defend or other protection and/or other contractual obligation from any of the MEW Companies or the Navy or any other party with respect to any Hazardous Materials (including Existing Environmental Conditions), and to the extent such benefits are assignable, transferable or otherwise applicable to Landlord’s successors, assigns, contractors and/or Tenants, Landlord shall take all necessary and/or appropriate steps to provide such benefits directly to Tenant.

6.6 Lead-Based Paint, PCB-Contaminated Paint and Asbestos Management Plan. Prior to Commencement of Construction that involves disturbing lead-based paint, PCBcontaminated paint or materials, and/or asbestos-containing building materials, Tenant shall develop a management and remediation plan for lead-based paint, PCB-contaminated paint or materials, and asbestos-containing building materials. Such plan shall comply with all Applicable Laws and shall be submitted to Landlord for its prior review and approval, which shall not be unreasonably withheld, conditioned or delayed.

6.7 Land Use Controls. Tenant acknowledges the Land Use Controls and accepts the Premises subject thereto. In the event any future engineering or institutional use limitations or controls may be requested by the EPA and/or other state and local regulatory agencies, Landlord

and Tenant shall promptly notify the other of such request.

6.8 Staging Area. Tenant shall establish a Hazardous Material staging area in an area reasonably acceptable to Landlord for use by Tenant. Tenant will be responsible for the cost of proper handling and disposal of any Existing Environmental Conditions delivered to the staging area by Tenant in connection with Tenant’s development of any Projects.

6.9 Existing Environmental Conditions. If Tenant desires to undertake remediation, removal, and/or other actions with regards to the Existing Environmental Conditions, Tenant shall notify Landlord and no such remediation shall occur without the mutual agreement of Landlord and EPA and/or RWQCB, in accordance with applicable Environmental Laws. Tenant shall obtain all necessary permits to the extent required by applicable Environmental Laws for such work.

6.10 Landlord Environmental Responsibilities. Landlord shall, subject to the availability of appropriated funds, perform, or shall cause others to perform, the proper abatement, decommissioning, and removal of Hazardous Materials, if any, from the former hazardous waste storage area (Building 950), pesticide storage area (Building 951), CANG Permitted Area (Building 146), and Building 161 (Automotive Service Station) in accordance with applicable Environmental Laws. Landlord shall provide Tenant with copies of reports or other documents demonstrating that these Landlord environmental responsibilities have been completed and approved by Government agency(ies) with oversight responsibility.

ARTICLE 7

Utilities and Demand Services

7.1 Landlord’s Responsibilities.

(a) During the period from the Commencement Date until the applicable Utility Transition Date, Landlord shall furnish such Utilities in accordance with the Master Utility Plans attached hereto as Exhibit O-1 through Exhibit O-7 (provided, however, Tenant agrees that Landlord has no obligation to provide steam services, vacuum line services, chilled water services, telecommunications or data communications services, cable television services, [or other Utilities that Landlord does not typically provide to tenants and other users and occupants of the Property), subject to capacity limitations of Landlord’s Utility systems and the related infrastructure], and subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws, or due to any Force Majeure Delay.

(b) Landlord shall not be in default under this Lease or be liable for any Claim directly or indirectly resulting from, nor shall the Rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying [any Utilities] or any limitation, curtailment, rationing or restriction on use of

water, electricity, gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines so long as Utilities are made equitably available to all users and occupants thereof, except to the extent any of the foregoing arises out of the gross negligence or willful misconduct of Landlord. Landlord shall have the right, at its option, to transfer, assign, delegate or otherwise convey its Utilities systems or its obligations to furnish Utilities pursuant to this section 7.1(a) to a third party; provided, however, that Landlord will provide Tenant with at least one (1) years’ notice of the foregoing to facilitate Tenant’s ability to negotiate the terms and provisions of such Utility services with the third party and Tenant shall execute such documents as may reasonably be required in connection with such transaction.

(c) Beginning on the applicable Utility Transition Date(s) and continuing as provided in the Master Utility Plans, Tenant shall furnish such Utilities desired by Tenant in accordance with the Master Utility Plans.

(d) If Landlord provides operation, maintenance and/or upgrades to the components of any Utility systems that serve the Premises (including repairs, Capital Improvements, replacement, and separation of such components of the Utility systems), if any, Tenant shall pay for its pro rata share of the cost of such operation, maintenance and/or upgrade as Additional Rent in accordance with section 4.4 and the Master Utility Plans; provided that Landlord shall not undertake any upgrade or capital improvement or separation of a Utility system unless Tenant is notified of such upgrade or capital improvement or separation of a Utility system and Tenant is first offered the right to undertake such work itself at Tenant’s cost. If Tenant no longer desires for Landlord to provide maintenance of the Utility systems or any portion thereof, Tenant shall request the same in writing at least one (1) year in advance (or such shorter period to the extent allowed by Landlord’s then existing contract for the maintenance of the applicable Utility system). If Landlord performs emergency repairs on the components of any Utility systems solely serving the Premises, Tenant shall reimburse Landlord for the expenses incurred by Landlord for such repairs.

7.2 Tenant’s Responsibilities. Tenant shall pay before delinquency the costs for all Utilities and Demand Services supplied to the Premises in accordance with section 4.3, together with all taxes, assessments, surcharges and similar expenses relating to such Utilities and Demand Services (if any). At Tenant’s option from time to time, and at Tenant’s expense, Tenant may make arrangements with appropriate service providers for any or all Utilities or Demand Services to be provided directly to Tenant, in which event Tenant shall pay the costs thereof to the entity providing the same.

ARTICLE 8

Maintenance and Repairs

8.1 Obligations of Landlord. During the Transition Term, Landlord shall maintain and repair the Landlord [Transition Term] Reserved Spaces, and keep them in good condition,

ordinary wear and tear and any periods of restoration or replacement excepted. During the Term, Landlord shall maintain and repair the Landlord Reserved Spaces, and the common areas of the Property, and keep them in good condition, ordinary wear and tear and any periods of restoration or replacement excepted. Landlord shall use and maintain the Landlord Reserved Spaces in accordance with Applicable Law. With respect to Utilities (if any), the Off-Site Improvements and any other Infrastructure serving the Premises and located on portions of the Property other than the Premises, the Parties agree that Landlord’s obligations under this section 8.1 extend to, but exclude, the Points of Connection (or with respect to roads, streets and any other such improvements for which there is no Point of Connection, the boundary of the Premises) unless otherwise provided in the Master Utility Plans. Tenant shall give Landlord written notice of the need for any maintenance or repair for which Landlord is responsible, after which Landlord shall have a reasonable opportunity to perform the maintenance or make the repair, and Landlord shall not be liable for any failure to do so unless such failure continues for thirty (30) calendar days after Tenant gives such written notice to Landlord; provided, however, such thirty (30) calendar day period shall be extended so long as Landlord commences the maintenance or repairs within the thirty (30) calendar day period and diligently completes the same. If Landlord fails to perform the maintenance and repair it is responsible for, the matter will be addressed in accordance with the dispute resolution provisions set forth in section 19.4 below; provided, however, that if Landlord’s failure to perform such maintenance and repairs is reasonably likely to materially and adversely affect Tenant or its use and operation of the Premises, or constitute an immediate danger to life, environment, or property, then, upon one (1) business day’s prior written notice to Landlord, Tenant may perform such maintenance and repairs. If Tenant elects to perform such maintenance or repair, Tenant shall provide to Landlord supporting documentation detailing the cost of maintenance or repair. Any damage to any part of the Property other than the Premises, but including Landlord’s improvements on the Premises for which Landlord is responsible, that is caused by Tenant or any of Tenant’s Related Entities shall be repaired by Tenant at Tenant’s expense, unless otherwise directed by Landlord.

8.2

Obligations of Tenant.

(a) Beginning on the Commencement Date and continuing throughout the Term, Tenant shall, at Tenant’s sole cost and expense, keep the exterior areas of the Premises (excluding the Landlord Reserved Spaces) in a neat, clean and orderly condition. Tenant shall, at Tenant’s sole cost and expense, maintain and repair the exterior areas of the Premises, the buildings and other Improvements and all other Infrastructure owned or controlled by Tenant, as well as the roads, streets, sidewalks, Utilities, fencing, visible equipment, and exterior fixtures on the Premises, in reasonably good condition and repair, ordinary wear and tear, damage by casualty or a Taking, and any periods of repair, Alterations or Capital Improvements excepted. Tenant shall maintain all Improvements constructed by Tenant in the manner required by Applicable Laws related to health and safety, including, without limitation, the Construction Code Matrix attached to the Construction Provisions as Exhibit C-1. If Landlord reasonably believes that Tenant is not performing any of its obligations pursuant to this section 8.2, Landlord shall give Tenant written notice of the need for any maintenance or repair for which

Tenant is responsible, after which Tenant shall have a reasonable opportunity to perform the maintenance or make the repair, and Tenant shall not be liable for any failure to do so unless such failure continues for one hundred eighty (180) calendar days after Landlord gives such written notice to Tenant; provided, however, such one hundred eighty (180) calendar day period shall be extended so long as Tenant commences the maintenance or repairs within the one hundred eighty (180) calendar day period and thereafter diligently completes the same. Tenant’s liability with respect to any maintenance or repair for which Tenant is responsible shall be limited to the cost of the maintenance or repair, and in no event shall failure to provide such level of maintenance or repair result in an Event of Default hereunder. With respect to Utilities and any other Infrastructure serving the Premises and located on portions of the Property other than the Premises, the Parties agree that Tenant’s obligations under this section 8.2 extend to and include the Points of Connection (as defined, and subject to and as more particularly outlined, in the Master Utility Plans). Tenant shall promptly repair any damage to the Property caused by Tenant or any of the Tenant’s Related Entities.

ARTICLE 9

Construction of Improvements

9.1 Construction of Improvements. The construction of all Improvements (including all Redevelopment) on the Premises, and the construction of all Off-Site Improvements on the Property, shall be performed at Tenant’s sole cost and expense, in accordance with the Construction Provisions and the other terms and conditions of this Lease, Applicable Environmental Policy and Guidance Documents, and Applicable Laws. [Title to all Improvements on the Premises shall remain in Tenant (or any permitted transferee) until termination of this Lease, at which time title thereto shall pass to a successor tenant as provided in section 3.5, subject, in all events, to the terms and provisions of Exhibit W with respect to the Infrastructure Improvements].

9.2 Failure to Timely Complete Financial Closing. It is a material part of the consideration to Landlord under this Lease that Tenant promptly commence the financing, design and construction of the Initial Project. In furtherance of the foregoing, Tenant’s failure to complete a Financial Closing for each Phase of Improvements prior to the Financial Closing Deadline with respect thereto, as the same may be extended from time to time in accordance with the terms and conditions hereof, shall, if not cured within six (6) months after written notice from Landlord, permit Landlord to terminate the Initial Term and this Lease with respect to the Subject Property upon which the applicable Phase of Improvements was to be constructed. If Landlord elects to terminate the Initial Term of this Lease pursuant to this section 9.2, Landlord shall deliver to Tenant written notice specifying the date on which the Initial Term and this Lease shall terminate (which shall be not less than ninety (90) calendar days after the date of such notice) with respect to such Subject Property. Thereafter, this Lease shall remain in full force and effect with respect to all remaining portions of the Premises, the Value of the Site and Base Rent shall be adjusted equitably to reflect the reduction in the Premises, and Tenant shall have no further obligations to Landlord with respect to the portion of the Premises that was subject to

such termination except for any obligations that expressly survive the termination of this Lease. Notwithstanding Landlord’s right to terminate the affected Subject Property pursuant to this section 9.2, Tenant’s failure to cause a Financial Closing with respect to a Phase of Improvements prior to the Financial Closing Deadline with respect thereto shall not be deemed an Event of Default hereunder. Notwithstanding anything to the contrary set forth herein, if a Financial Closing occurs with respect to any Phase of Improvements prior to the Financial Closing Deadline, as the same may be extended from time to time in accordance with the terms and conditions hereof, for a particular Subject Property, Landlord shall have no further right to terminate this Lease with respect to such Subject Property other than as provided in sections 14.1 and 14.2.

9.3 Historic Preservation. The Premises are located near the Naval Air Station Sunnyvale Historic District, which is listed in the National Register of Historic Places and includes portions of the Property commonly known as “Shenandoah Plaza Historic District” and “Moffett Federal Airfield”. Given the Premises are located near the Naval Air Station Sunnyvale Historic District, Landlord and Tenant acknowledge that certain activities proposed by Tenant under this Lease may have the potential to have an effect on historic properties (as defined under 36 C.F.R. Part 800) and may be subject to Section 106 of the NHPA. Landlord agrees to serve as the lead federal agency and Tenant agrees to participate as a consulting party for formal and/or informal consultations with the SHPO to identify methods to avoid, minimize, or mitigate adverse effects on historic properties on the Property in accordance with NHPA. Landlord and Tenant will consult with the SHPO in accordance with Section 106 on all activities proposed by Tenant that constitute an “undertaking” in accordance with 36 C.F.R. Part 800. All necessary actions associated with 36 C.F.R. Part 800 compliance, including identification of historic resources (including archaeological surveys), rehabilitation, maintenance, preservation, or mitigation of adverse effects to historic properties in connection with a Project proposed by Tenant on the Premises will be at Tenant’s sole cost and expense. Tenant shall not begin any work affecting any historic property prior to completion of the requirements contained in 36 C.F.R. Part 800 that implement Section 106. All efforts to identify and evaluate historic properties (including any necessary archaeological investigation) shall be completed by or under the supervision of an individual meeting the professional qualifications standards identified in the Secretary of the Interior’s Standards and Guidelines for Archeology and Historic Preservation, 36 C.F.R. Part 61, as amended. Tenant and Landlord are responsible for complying with the standard operating procedures in the NASA Ames Research Center Integrated Cultural Resources Management Plan (November 2014), as may be amended from time to time, NHPA, and other Applicable Laws pertaining to historic properties, archeological resources and objects, and historic structures and landscapes. Tenant and Landlord agree to use the information in the NASA ARC Archaeological Resources Study (February 2017) to provide background and context for identifying archaeological resources and in any consultations to determine an appropriate level of archaeological identification and evaluation of archaeological resources at the Premises.

9.4 Signs. Tenant may install, subject to Landlord’s prior written consent, which shall not be unreasonably withheld, signs (construction, building, monument, directional, or other signs) on or about the Premises or the buildings or other improvements. Tenant shall obtain any permit or approvals for such signage as required under Applicable Laws. Tenant may install identification and directional signage outside the Premises but on the Property in accordance with the then-in-effect signage standards for NASA Research Park and subject to Landlord’s prior written consent, which shall not to be unreasonably withheld. Landlord’s approval of all signage will consider to be reasonably withheld if Tenant’s signage does not comply with the then-in-effect signage standards for NASA Research Park. Landlord shall adopt signage standards for NASA Research Park that is consistent with the City of Mountain View’s signage policy.

ARTICLE 10

Capital Improvements and Alterations

10.1 Tenant’s Obligation for Capital Improvements. Beginning on the Commencement Date and continuing throughout the Term, Tenant may make from time to time, any Capital Improvements that are required or that it deems necessary to maintain the Improvements (excluding any Improvements within the Landlord Reserved Spaces). Subject to the terms, provisions and conditions of this ARTICLE 10, all such Capital Improvements shall be made by Tenant at Tenant’s sole cost and expense.

10.2 Alterations by Tenant. Beginning on the Commencement Date and continuing throughout the Term, Tenant may make from time to time, any Alterations that are required or it deems necessary to maintain the Improvements. All Alterations shall be made by Tenant at Tenant’s sole cost and expense.

10.3 Plans and Specifications. Tenant shall have the right to construct Projects, Capital Improvements or Alterations so long as Tenant’s plans and specifications for any such Projects, Capital Improvements or Alterations are prepared by responsible licensed architect(s) and engineer(s), comply with all Applicable Laws and the Entitled Uses, and, if applicable, shall be in a form sufficient to secure the necessary permits under the Construction Provisions. Without limiting the foregoing, all Projects, Capital Improvements and Alterations shall be designed and constructed in accordance with Applicable Laws and the Construction Provisions.

10.4 Permits. Subject to the provisions of Exhibit C hereto, Tenant shall obtain all required permits for all Projects, Capital Improvements or Alterations from the NASA ARC Construction Permit Office, in accordance with APR 8822.1 (NASA Research Park Design Review Program), APD 8829.1 (Construction Permit) and APR 8829.1 (Construction Permit Process). In addition, Tenant shall obtain: (a) hot-work permits from the NASA ARC Fire Prevention Office during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame work; and (b) permits for excavation/drilling, confined space entry, facility closure/obstruction and high voltage electrical

work, in each case before any such work commences. Water discharge permits shall be handled through the NASA ARC Environmental Management Division, but shall be issued by the applicable Government agencies. All other required permits, if any, shall be obtained by Tenant directly from the applicable Government agencies, and Tenant shall promptly provide copies thereof to the NASA ARC Construction Permit Office. Tenant shall engage responsible licensed contractor(s) to perform all work. Tenant shall perform all work, in a good and workmanlike manner, in full compliance with all Applicable Laws, and free and clear of any mechanics’ liens. Tenant shall pay for all work (including the cost of all Utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to carry out such Projects, Capital Improvement or Alteration.

10.5 Other Provisions. The Construction Provisions attached hereto as Exhibit C shall apply to all Projects, Capital Improvements and Alterations

ARTICLE 11

Indemnification and Insurance

11.1 Damage or Injury.

(a) Landlord shall not be liable to Tenant, and Tenant hereby waives and releases all Claims against Landlord and the Government, for any damage to or loss or theft of any property or for any bodily or personal injury, illness or death of any person in, on or about the Premises or the Property (including the portions of the Property that are the subject of any Temporary Construction License or on which any of the Infrastructure Improvements is constructed), arising at any time from or related to: (i) the use or occupancy of, or the development, construction, maintenance, repair or restoration of the Project on the Premises by Tenant or Tenant’s Related Entities; (ii) the construction of the Infrastructure Improvements on the Property and the Premises by Tenant or Tenant’s Related Entities; [(iii) activities conducted under this Lease by Tenant or Tenant’s Related Entities]; or (iv) any act or omission of Tenant or Tenant’s Related Entities, except in the case of gross negligence or willful misconduct of Landlord, or any of Landlord’s employees, agents, contractors, or licensees, or any default in the performance of Landlord’s obligations under this Lease. Notwithstanding the foregoing, in no event shall Tenant be obligated to waive and release Landlord or the Government from any Claims arising from or relating to: (A) the Existing Environmental Conditions; (B) the use, storage, transportation, treatment, disposal, release or other handling of any Hazardous Material(s) by Landlord or any of Landlord’s employees, agents, contractors, or licensees related to or arising out of the Existing Environmental Conditions; (C) any release of Hazardous Material(s) or any condition of pollution or nuisance on or about or beneath the Premises caused by any act or omission of Landlord or Landlord’s employees, agents, contractors, or licensees; or (D) any damage to or loss or theft of any real or personal property or for any bodily or personal injury, illness or death of any person in, on or about the Premises or the Property that is directly caused by Landlord’s entry on the Premises.

(b) Tenant shall indemnify and defend Landlord and the Government against (subject to the limitations set forth in 28 U.S.C. §§ 517-518) and hold Landlord and the Government harmless from all third-party Claims actually incurred by Landlord and the Government arising from or related to: (i) the use or occupancy of, or the development, construction, maintenance, repair, Alteration, or Redevelopment of the Project on the Premises by Tenant; (ii) the construction of the Infrastructure Improvements; (iii) the construction of the Off-Site Improvements on the Property by Tenant until such time as the same are completed and Tenant no longer has title to such Off-Site Improvements; (iv) any damage to any real or personal property or any bodily or personal injury, illness or death of any person occurring in, on or about any part of the Property including the Premises when such damage, bodily or personal injury, illness or death is directly caused by any negligent act or omission of Tenant; or (v) the use, storage, transportation, treatment, disposal, release or other handling, on or about or beneath the Premises, of any new Hazardous Material (i.e., not a Hazardous Material included as part of the Existing Environmental Conditions) deposited on or about or beneath the Premises by any act or omission of Tenant. Notwithstanding the foregoing, in no event shall Tenant be obligated to indemnify, defend or hold harmless Landlord from any Claims arising from or relating to: (A) the Existing Environmental Conditions; (B) the use, storage, transportation, treatment, disposal, release or other handling by Landlord or Landlord’s employees, agents, contractors, or licensees of any Hazardous Material(s) related to or arising out of the Existing Environmental Conditions; (C) any release of Hazardous Material(s) or any condition of pollution or nuisance on or about or beneath the Premises caused by any act or omission of Landlord or any of Landlord’s employees, agents, contractors, or licensees; (D) any damage to or loss or theft of any real or personal property or for any bodily or personal injury, illness or death of any person in, on or about the Premises or the Property that is directly caused by Landlord’s entry on the Premises; or (E) the willful misconduct or gross negligence of Landlord, or any of Landlord’s employees, agents, contractors, or licensees, or any default in the performance of Landlord’s obligations under this Lease. Nothing contained in this Lease is intended to limit or waive Landlord’s or the Government’s protections or defenses under the Federal Tort Claims Act. Landlord and Tenant agree that Tenant’s foregoing indemnification and defense obligations do not apply to Claims pertaining to NEPA or NHPA (or Landlord’s implementing policies or regulations with respect thereto), so long as such Claims are not as a result of Tenant’s Projects being inconsistent with the Permitted Uses, Entitled Uses, Project Description or the Housing MIMP. Landlord and Tenant further agree that disputes between Landlord and Tenant or disputes between Landlord and any other Federal agency(ies) are not covered under this section 11.1(b).

(c) Notwithstanding the provisions of sections 11.1(a) or 11.1(b), Landlord waives and agrees not to make any Claims against Tenant with respect to the Existing Environmental Conditions, including any obligation Landlord may have to perform or contribute to or pay for remediation or removal of the Existing Environmental Conditions or to perform any other obligation of Landlord under any agreements relating to the Existing Environmental Conditions.

(d) This section 11.1 shall survive the termination of this Lease with respect to any Claims occurring prior to such termination for the applicable statute of limitations period.

11.2 Insurance Coverages and Amounts.

(a) Tenant shall, at all times during the Term and at Tenant’s sole cost and expense, obtain and keep in force the insurance coverages and amounts set forth in this section 11.2(a):

(i) Tenant shall maintain commercial general liability insurance, and excess liability insurance, including contractual liability, broad form property damage liability, fire legal liability, premises and completed operations, and medical payments, with limits combining all policies of not less than twenty million dollars ($20,000,000.00) per occurrence and aggregate, insuring against claims for bodily injury, personal injury and property damage arising from the use, occupancy or maintenance of the Premises and the Property. The policies shall contain an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke or fumes from a hostile fire. Any general aggregate shall apply on a per occurrence basis.

(ii) If Tenant uses owned, hired or non – owned vehicles, Tenant shall maintain business auto liability insurance with limits not less than one million dollars ($1,000,000.00) per accident covering such vehicles.

(iii) Tenant shall maintain, and shall cause Tenant and Tenant’s Related Entities to maintain, worker’s compensation insurance in statutory limits as required by [California law], and such other forms of insurance as may from time to time be required by [Applicable Law] or may otherwise be reasonably necessary to protect Landlord and the Premises from claims of any person or entity who or which may at any time work on the Premises, whether as a servant, agent, or employee of Tenant or otherwise. The foregoing insurance shall be maintained at the expense of Tenant or Tenant’s Related Entities, and not at the expense of Landlord. In addition, Tenant shall maintain employer’s liability insurance which affords coverage of not less than one million dollars ($1,000,000.00) per occurrence.

(iv) Tenant shall maintain property insurance for the perils covered by a standard fire insurance policy, extended coverage perils and vandalism and malicious mischief, including coverage for increased costs due to changes in building codes and, if applicable, boiler machinery and pressure vessel insurance.

(v) All other insurance that Tenant customarily maintains to adequately protect the Premises, consistent with Tenant’s insurance program for other similar properties. Landlord may from time to time request such reasonable evidence that the Premises are being so insured by Tenant.

(b) In addition to the insurance required by section 11.2(a), but only to the extent not covered by other property insurance maintained by Tenant, Tenant (or Tenant’s Related Entities) shall obtain and keep in force during the period of any construction comprehensive “all risk” or “special form” builder’s risk insurance, including vandalism and malicious mischief. Such builder’s risk insurance shall cover all portions of the Improvements under construction on the

Premises or other portions of the Property, all portions of the Infrastructure under construction on the Property, all materials stored at the Premises or the Property by Tenant or Tenant’s Related Entities and furnished under a Construction Contract, and all materials that have been placed in due course of transit to the Premises when such storage or transit is at the risk of, or when title to or an insurable interest in such materials, has passed to Tenant or Tenant’s Related Entities (excluding any tools and equipment, and property owned by the employees of Tenant’s Related Entities). Such builder’s risk insurance shall be written on a completed value basis in an amount not less than the full estimated replacement cost of such Improvements and Off-Site Improvements that are stored or in transit, as applicable.

(c) All deductibles under any insurance policy described in this section 11.2 shall be consistent with Tenant’s company-wide insurance program and shall be paid by Tenant.

11.3 Insurance Requirements.

(a) All insurance and all renewals thereof shall be issued by companies with a rating of at least “A-” “VII” (or its equivalent successor) or better in the current edition of Best’s Insurance Reports (or its equivalent successor, or, if there is no equivalent successor rating, otherwise mutually acceptable to the Parties).

(b) Each policy shall provide that the policy shall not be canceled or materially altered without thirty (30) calendar days’ prior written notice to Landlord (ten (10) calendar days in the case of cancellation for non – payment of premiums) and shall remain in effect notwithstanding any such cancellation or alteration until such notice shall have been given to Landlord and such period of thirty (30) calendar days (or ten (10) calendar days, if applicable) shall have expired; provided, however, if any insurance company of Tenant agrees only to “endeavor” to notify Landlord of cancellation or alteration of any such insurance policy, then it shall be the responsibility of Tenant to notify Landlord at least twenty (20) calendar days prior to such cancellation or alteration of insurance coverage.

(c) The commercial general liability and any automobile liability insurance shall be endorsed to name Landlord (and any other parties reasonably designated by Landlord) as an additional insured and shall be primary and noncontributing with any insurance which may be carried by Landlord.

(d) Tenant shall deliver certificates of insurance and endorsements, in form reasonably acceptable to Landlord, to Landlord upon the Effective Date and thereafter during the Term prior to the expiration of each policy. Such documents shall be delivered to the address for certificate holder set forth below. If Tenant fails to insure or fails to furnish any such insurance certificate or endorsement, and after such opportunity to cure as shall be reasonable under the circumstances, Landlord shall have the right from time to time to effect such insurance for the benefit of Tenant or Landlord or both of them, and Tenant shall pay to Landlord on written

demand, as Additional Rent, all premiums paid by Landlord. Each certificate of insurance shall list the certificate holder as follows:

NASA Ames Research Center

Office of the Chief Counsel, Mail Stop 200-12

Bldg. 200, Rm 234

P.O. Box 1

Moffett Field, CA 94035-0001

(e) No approval by Landlord of any insurer, or the terms or conditions of any policy, or any coverage or amount of insurance, or any deductible amount shall be construed as a representation by Landlord of the solvency of the insurer or the sufficiency of any policy or any coverage or amount of insurance or deductible. By requiring insurance herein, Landlord makes no representation or warranty that coverage or limits will necessarily be adequate to protect Tenant, and such coverage and limits shall not be deemed as a limitation on Tenant’s liability under the indemnities granted to Landlord in this Lease.

(g) Failure of Landlord to demand such certificate or other evidence of full compliance with these insurance requirements or failure of Landlord to identify a deficiency from evidence that is provided shall not be construed as a waiver of Tenant’s obligation to maintain such insurance.

11.4 Subrogation. Tenant waives on behalf of all insurers under all policies of insurance now or hereafter carried by Tenant insuring or covering the Premises, or any portion or any contents thereof, or any operations therein, all rights of subrogation which any such insurer might otherwise, if at all, have to any claims of Tenant against Landlord. Tenant shall procure from each of the insurers under all such policies of insurance a waiver of all rights of subrogation which the insurer might otherwise, if at all, have to any claims of Tenant against Landlord as required by this section 11.4 stating substantially the following: “The insurer waives any right of subrogation against the United States of America which might arise by reason of any payment made under this policy.”

ARTICLE 12 Assignment and Subletting

12.1 Financing Transaction. Tenant may, without the consent of, but with written notice to, Landlord, enter into a Financing Transaction with respect to a Subject Property with any Mortgagee provided such Financing Transaction is not with an entity described in sections 12.3(b) through 12.3(f), any of which shall require the written consent of Landlord, which Landlord shall not unreasonably withhold, condition or delay. As may be necessary in connection with a Financing Transaction, the Premises shall be parcelized as provided in section 5.8. Tenant shall not be released from any of its obligations under this Lease (or any

restatement of this Lease in connection with such Financing Transaction), in connection with or as a result of the consummation of such Financing Transaction.

12.2 Pre-Construction Assignment. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition or delay), enter into a Pre-Construction Assignment with respect to a Subject Property. Without limiting the foregoing, Tenant agrees that it shall be reasonable for Landlord to withhold its consent to Tenant’s request to enter into an Assignment pursuant to this section 12.2 if the proposed transferee, in Landlord’s reasonable judgment, is a person or entity described in any of sections 12.3(a) through 12.3(f). If Landlord consents to the Pre-Construction Assignment, the Premises, as may be necessary, shall be parcelized as provided in section 5.8, and Tenant shall be released from all of its obligations under this Lease with respect to the Subject Property that arise or occur after the date such Pre-Construction Assignment is consummated.

12.3 Post-Construction Assignment. Tenant shall have the right, upon prior written notice to Landlord, to enter into one or more Post-Construction Assignments with respect to any Subject Property pursuant to this section 12.3 without the consent of Landlord, unless the proposed transferee, in Landlord’s reasonable judgment:

(a) Is not itself a person or entity with at least five (5) years’ experience in managing and operating large-scale, high-density residential, retail or mixed-use rental developments in the State of California, or has not engaged such a person or entity to manage and operate the Subject Property on its behalf pursuant to a property management agreement, asset management agreement or joint venture agreement;

(b) Is a citizen of, or is incorporated to do business in, a country, person or entity on the U.S. Department of Treasury, U.S. Department of Commerce and/or U.S. Department of State sanctions lists (“U.S. Sanctions Lists”); is a sanctioned person or entity on one or more of the U.S. Sanctions Lists; is from a country determined by the U.S. Department of State to be a State Sponsor of Terrorism pursuant to section 40 of the Arms Export Control Act (22 U.S.C. § 2780) and section 620A of the Foreign Assistance Act (22 U.S.C. § 2371);

(c) Comprises a security risk to the United States;

(d) Is “China” or any “Chinese-owned company,” pursuant to section 530 of the Consolidated Appropriations Act, 2017 (Public Law 115-31) and any applicable subsequent legislation. “China” or “Chinese-owned company” means the People’s Republic of China, any company owned by the People’s Republic of China or any company incorporated under the laws of the People’s Republic of China;

(e) Is an Excluded Contractor.

If a proposed transferee in connection with any Post-Construction Assignment is described in any of the preceding clauses (a) through (e) (with (c) being determined by Landlord

in its reasonable judgment), then Landlord shall have the right, within thirty (30) calendar days following receipt of the above described notice from Tenant, to approve or disapprove such PostConstruction Assignment. Upon an Assignment permitted under this section 12.3, the Premises shall be parcelized as provided in section 5.8. As of the consummation of such Assignment, Tenant shall be released from all of its obligations under this Lease (or any restatement of this Lease) with respect to the Subject Property that arise or occur after the date such Assignment is consummated. In no event shall Tenant be relieved from its obligations under this Lease (or any restatement of this Lease) with respect to all portions of the Premises other than the Subject Property.

Further, in the event of any transaction involving investment or acquisition by a foreign entity, Tenant will ensure, and provide documentation to Landlord establishing that all approvals and clearances required by law, including, but not limited to, clearances required by section 721 of the Defense Production Act of 1950, as amended, (50 U.S.C. App. 2061 et seq.) have been obtained prior to any Pre-Construction, Post-Construction Assignment or subordination of the rights and liabilities of Tenant under this Lease.

12.4 Sublease of Space.

(a) Sublease of Space for Retail Project and Ancillary Uses. With respect to the Retail Project and Ancillary Uses, Tenant may, with notice to, but without the consent of Landlord, enter into a Sublease of Space provided such Sublease of Space: (i) does not violate the Retail Management Plan, and (ii) is not with an entity described in sections 12.3(b) through 12.3(f) unless approved by Landlord (which shall not be unreasonably withheld, conditioned or delayed). The Sublease of Space must provide that if the subtenant at any time becomes a person or entity falling under any of the categories set forth in sections 12.3(b) through 12.3(f), then Tenant will have a right to terminate such Sublease of Space. If Landlord notifies Tenant that a subtenant has been identified by Landlord as a person or entity falling under any of the categories set forth in sections 12.3(b) through 12.3(f), and on that basis, Landlord reasonably disapproves of such subtenant, then Tenant will promptly exercise and enforce its right to terminate the Sublease of Space for such subtenant. Tenant shall not be released from any of its obligations under this Lease, in connection with or as a result of the consummation of any Sublease of Space. Landlord shall, promptly following Tenant’s request, enter into a mutually acceptable nondisturbance and attornment agreement with any subtenant subleasing space in the Improvements, provided that the Sublease of Space in question provides: (i) for regular payments of rent throughout the term of such Sublease of Space; (ii) that such Sublease of Space is subject to the provisions of this Lease; (iii) that the only consideration for possession of the subleased space is in the form of rent and no rent is to be paid more than two (2) months in advance; and (iv) that Landlord shall have no liability for prior acts, omission or defaults of Tenant as sublessor under the Sublease of Space.

(b) Sublease of Space for Housing Project. With respect to the Housing Project, Tenant may sublease each Housing Unit without notice to or the consent of Landlord, subject to

the provisions of the Housing Management Plan. Tenant shall not be released from any of its obligations under this Lease in connection with or as a result of the consummation of any Sublease of Space. Landlord shall, promptly following Tenant’s request, enter into a mutually acceptable nondisturbance and attornment agreement with any subtenant subleasing space in the Improvements, provided that the Sublease of Space in question provides: (i) for regular payments of rent throughout the term of such Sublease of Space; (ii) that such Sublease of Space is subject to the provisions of this Lease; (iii) that the only consideration for possession of the subleased space is in the form of rent and no rent is to be paid more than two (2) months in advance; and (iv) that Landlord shall have no liability for prior acts, omission or defaults of Tenant as sublessor under the Sublease of Space.

12.5 Transactions with Affiliates and Other Permitted Transfers. Notwithstanding the provisions of sections 12.1, 12.2, 12.3 and 12.4, Tenant may enter into (i) an Assignment or a Sublease of Space with an Affiliate and (ii) a Transfer of this Lease at any time in connection with a merger, consolidation or other reorganization affecting Tenant or a transfer of all or substantially all of the assets of Tenant shall be permitted, in either case without Landlord’s prior written consent; provided, however, that, Tenant shall give Landlord prior written notice of any such Transfer. In the event any transaction herein involves the investment or acquisition by a foreign entity that is an Affiliate, Tenant will ensure, and provide documentation to Landlord establishing, that all approvals and clearances required by law, including, but not limited to, clearances required by section 721 of the Defense Production Act of 1950, as amended, (50 U.S.C. App. 2061 et seq.) have been obtained prior to any assignment or subordination of the rights and liabilities of Tenant under this Lease.

12.6 Procedure. If Tenant wishes to enter into any of the Transfers described in sections 12.1 through 12.4, Tenant shall give written notice to Landlord identifying the intended transferee by name and address and specifying that such transferee (a) does not violate the Retail Management Plan or the Housing Management Plan, as applicable, and (b) is not with an entity described in sections 12.3(b) through 12.3(f). If Landlord’s consent to the intended Transfer is required, for a period of thirty (30) calendar days after such written notice requesting Landlord’s consent is given by Tenant, Landlord shall determine whether or not to consent to the intended Transfer in accordance with this ARTICLE 12. Landlord shall deliver to Tenant written notice of its determination on or before the last day of the review and approval period. Failure to provide a response within such review and approval period shall be deemed written consent by Landlord to the proposed Transfer. Consummation of any Transfer which requires Landlord’s consent without the prior written consent of Landlord and compliance with any conditions to consummation set forth in this ARTICLE 12 shall be void. If Landlord’s consent is requested for a Transfer, Tenant shall reimburse Landlord for the reasonable, third party out-of-pocket expenses Landlord has incurred in connection with evaluating the proposed Transfer (excluding attorneys’ fees).

12.7 Completion of Transfer. Tenant may complete a Transfer pursuant to sections 12.2 or 12.3 (provided that Landlord consents thereto if such consent is required) subject

to the following covenants, as applicable: (a) the Transfer shall be on substantially the same terms as set forth in the written notice given by Tenant to Landlord; (b) no Transfer shall be valid and no transferee shall take possession of the Premises or any part thereof until (i) an executed duplicate original of all applicable documentation has been delivered to Landlord, and (ii) if applicable, Landlord has entered into such restated leases with Tenant and with such transferee as may be required pursuant to section 5.8; (c) with respect to an Assignment, the transferee shall agree to pay to Landlord the portion of the amount of Rent then in effect and allocable to the applicable Subject Property when the same becomes due and payable; and (d) Tenant agrees that, to the extent the same is not otherwise covered by the terms of a restated lease to be entered into by and between Landlord and the transferee covering the Subject Property in question, the instrument by which any such Transfer is accomplished (whether or not Landlord’s consent is not required) shall expressly provide that the transferee will perform all of the covenants to be performed by Tenant under this Lease (only insofar as such covenants relate to the Subject Property or Parcel subject to such Transfer) as and when performance is due after the effective date of the Transfer and that Landlord will have the right to enforce such covenants directly against such transferee. Any purported Transfer without an instrument containing the foregoing provisions (as applicable to the Transfer in question) shall be void.

12.8 Other Requirements. The acceptance of Rent by Landlord from any other person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. Consent to one such Transfer shall not be deemed consent to any subsequent Transfer.

ARTICLE 13 Mortgages

13.1 Right to Mortgage. Tenant may, subject to the provisions of section 12.1, at any time and from time to time, Mortgage all or any portion of the right, title and interest of Tenant in the Leasehold Estate created by this Lease and in any or all Improvements on the Premises or any Parcel to one or more Mortgagees for security for a loan or loans or other obligations of Tenant. However, the making of a Mortgage shall in no event constitute an assumption by Mortgagee of Tenant’s obligations under this Lease. Concurrently with executing each Mortgage, Tenant shall furnish Landlord with the name and address of the Mortgagee and shall prepare and deliver to Landlord and Mortgagee, respectively, a reciprocal request for notice of default in recordable form providing that Landlord shall receive copies of notices of default under that Mortgage at the address for notice to Landlord set forth in the Basic Lease Information and that Lender shall receive from Landlord copies of notices of default by Tenant under this Lease at the address for notice to Lender provided by Tenant as set forth above.

13.2 Mortgagee’s Rights. Any Mortgagee shall have the right at any time during the Term:

(a) To do any act required of Tenant hereunder, and all such acts done or performed shall be effective to prevent a termination of this Lease, as if the same had been done or performed by Tenant;

(b) To rely on the security afforded by the Leasehold Estate and to acquire and to succeed to the interest of Tenant hereunder by foreclosure, whether by judicial sale, by power of sale contained in any security instruments, or by assignment or deed given in lieu of foreclosure, and thereafter convey or assign title to the Leasehold Estate so acquired to any other person or entity as provided in section 12.3; and

(c) To enforce its Mortgage and acquire title to the Leasehold Estate and any Improvements on the Premises in any lawful manner and, pending foreclosure of such Mortgage, may take possession of and enter into one (1) or more Subleases of Space in accordance with section 12.4, and upon foreclosure of such Mortgage may enter into one (1) or more Assignments of this Lease as provided in section 12.3

However, Mortgagee shall not be liable to perform Tenant’s obligations under this Lease until Mortgagee acquires Tenant’s rights by foreclosure or deed in lieu of foreclosure, and then, only as set forth in the following sentence. After acquiring Tenant’s rights, Mortgagee shall be liable to perform Tenant’s obligations under this Lease to the extent arising from and after the date of such Acquisition. Mortgagee shall not, however, be required to cure Tenant’s defaults occurring before Mortgagee’s acquisition of Tenant’s rights by foreclosure or deed in lieu of foreclosure. The obligation of Mortgagee for the performance of the terms of this Lease shall terminate upon the Assignment of the right, title and interest of Mortgagee in the Leasehold Estate for the Premises to any other person or entity in accordance with section 12.3

13.3 Cure by Mortgagee. Until the earlier of the time, if any, that the Mortgage has been satisfied or Mortgagee has given written notice that the Mortgage has been satisfied, if an Event of Default occurs which is not cured within the time allowed in ARTICLE 14, Landlord shall not terminate this Lease by reason of such Event of Default by Tenant if and so long as:

(a) All defaults referenced in the notice of default given by Landlord simultaneously to Tenant and to Mortgagee that can be cured by the payment of money only are cured within thirty (30) calendar days after the later of (i) the date such notice of default is given by Landlord to such Mortgagee or (ii) the date by which Tenant was required to have made such payment pursuant to section 14.1(a);

(b) With respect to all non-monetary defaults referenced in the notice of default given by Landlord simultaneously to Tenant and to Mortgagee that reasonably can be cured by Mortgagee (in light of the fact that it does not have the right to possession of the Premises and Improvements thereon), the curing of same is commenced within sixty (60) calendar days after the date on which Landlord notifies Mortgagee that Tenant has failed to cure such default

pursuant to section 14.1(b) and thereafter is prosecuted diligently to completion by or on behalf of Mortgagee; and

(c) With respect to all other non-monetary defaults referenced in the notice of default given by Landlord to Tenant and to Mortgagee that are incurable by nature or which cannot reasonably be cured by Mortgagee because it does not have the right to possession of the Premises and Improvements thereon, within ninety (90) calendar days from the date Landlord gives such notice or as soon thereafter as is permitted by Applicable Law, Mortgagee (i) initiates foreclosure, judicially or by trustee’s sale, of the Mortgage and thereafter proceeds diligently to foreclose the Mortgage or to acquire by other means Tenant’s Leasehold Estate, and (ii) keeps and performs all of the covenants and conditions of this Lease requiring the payment of money and those non – monetary covenants and conditions reasonably susceptible of performance by Mortgagee, subject to the notice and grace period provisions of ARTICLE 14. Failing either of (i) or (ii) above, Landlord shall be released automatically from its covenant to forbear from terminating this Lease and may, at its option thereafter, terminate this Lease forthwith. The time period for Mortgagee to initiate foreclosure of the Mortgage and to proceed diligently therewith in accordance with this section shall be tolled during such time as Mortgagee is legally stayed (as in the case of a bankruptcy proceeding) or enjoined from so proceeding, provided that Mortgagee has taken reasonable action to obtain relief from such stay or injunction. Nothing herein shall be construed to extend the Term beyond the then current Expiration Date. If all Events of Default to which this section 13.3(c) applies have been cured prior to the completion of foreclosure of the Mortgage, Mortgagee need not complete such foreclosure.

13.4 New Lease. If this Lease terminates by reason of an Event of Default of Tenant, or if this Lease is disaffirmed in a bankruptcy proceeding affecting Tenant, and if, within ninety (90) calendar days after such termination or disaffirmation, Mortgagee delivers written notice to Landlord requesting Landlord to enter into a new lease of the Premises or such portion thereof as was covered by the Mortgage of such Mortgagee, then Landlord shall enter into a new lease with Mortgagee (or its nominee), within thirty (30) calendar days after Mortgagee’s notice is deemed delivered. Simultaneously with the giving of its notice to request a new lease, Mortgagee shall deliver to Landlord a written instrument (in a form reasonably acceptable to Landlord) agreeing to cure all Events of Default of Tenant under this Lease or the portion hereof that is applicable to such Mortgagee (other than Events of Default which cannot reasonably be cured by Mortgagee) as soon as is reasonably possible. The new lease shall commence, and rent and all obligations of the tenant under the new lease shall accrue, as of the date of termination or disaffirmation of this Lease. The term of the new lease shall continue for the period which would have constituted the remainder of the Term of this Lease had this Lease not been terminated or disaffirmed, including any rights to extend the Term, and shall be upon all of the terms, covenants, conditions, conditional limitations and agreements contained in this Lease which were in force and effect immediately prior to the termination or disaffirmation of this Lease. The new lease, and this covenant, shall be superior to all rights, liens and interests other than those to which this Lease was subject immediately prior to termination or disaffirmation and those matters to which this Lease may, by its terms, become subject. The provisions of the immediately preceding sentence

shall be self – executing, except that Landlord shall execute the new lease. Each subtenant, if any, of space in the Improvements whose sublease was in force immediately prior to the delivery of the new lease shall attorn to the tenant under the new lease, unless the tenant, at its option, elects to dispossess any such subtenant or otherwise terminate its sublease. Each subtenant who hereafter subleases space within the Improvements shall be deemed to have agreed to the provisions of this section 13.4. The foregoing shall not be deemed to obligate Landlord to keep any sublease in force after the time period for Mortgagee’s delivery of its request for a new lease has expired, nor shall Landlord have any obligation to terminate any sublease or to dispossess any subtenant prior to or after the expiration of such time period. Mortgagee shall, simultaneously with the delivery of the new lease, pay (a) all Rent and other sums of money due under this Lease (or any restatement of this Lease made in connection with such Financing Transaction) on the date of termination or disaffirmation of this Lease and remaining unpaid, plus (b) all rent and other sums of money due under the new lease. Simultaneously therewith, Landlord shall pay over to Mortgagee any rentals, less costs and expenses of collection, received by Landlord between the date of termination or disaffirmation of this Lease and the date of execution of the new lease, from subtenants or other occupants of the Premises, which shall not theretofore have been applied by Landlord towards the payment of Rent or any other sum of money payable by Tenant or towards the cost of operating the Premises or performing the obligations of Tenant hereunder.

If Mortgagee exercises its right to obtain a new lease, but fails to execute the new lease when tendered by Landlord (so long as such new lease conforms to the terms of this Lease as applicable to the portion of the Premises to be covered thereby), or fails to comply timely with the other provisions of this section 13.4, Mortgagee shall have no further rights to a new lease or any other rights under this Lease. If Mortgagee shall, however, execute a new lease, then Mortgagee shall be entitled to enter into an Assignment to a third party in accordance with section 12.3, and upon such Assignment, Mortgagee shall be relieved prospectively of all liability under the new lease.

13.5 Mortgagee Consent to Modification of Lease. Until the earlier of the time, if any, that the Mortgage has been satisfied or Mortgagee has given written notice that the Mortgage has been satisfied, Landlord shall not, without the prior written consent of Mortgagee, accept any surrender of this Lease, consent to any material modification hereof or consent to the Transfer hereof, or of any part or portion, of the Term created hereby or of any interest therein.

13.6 Notice. Service of any notice required to be served upon Mortgagee under this Lease at the address contained in the recorded request for notice of default (or at such other address as Mortgagee has last specified by written notice to Landlord) shall be deemed to be made upon actual receipt. No notice of default, notice of intention to terminate this Lease, or notice of termination of this Lease which is given by Landlord to Tenant shall be binding upon or affect Mortgagee unless a copy of said notice has been given at substantially the same time to Mortgagee at the address contained in the recorded request for notice of default under this Lease or at such other address as Mortgagee has last specified by written notice to Landlord and all

extended notice, grace and/or cure periods provided to such Mortgagee pursuant to this ARTICLE 13 have expired.

13.7 Modification for Mortgagee. If, in connection with obtaining construction, interim or permanent financing for a Phase of Improvements, Mortgagee shall request reasonable modifications or amendments to this Lease as a condition to financing, Landlord will execute and deliver an amendment to this Lease reflecting the same; provided that such modifications do not materially decrease the monetary obligations of Tenant hereunder or materially increase the monetary obligations of Landlord hereunder.

ARTICLE 14 Events of Default and Remedies

14.1 Default by Tenant. The occurrence of one (1) or more of the following Events of Default shall constitute a breach of this Lease by Tenant:

(a) Tenant fails to pay Rent, or any portion thereof, or other amount of money or charges payable by Tenant to Landlord as required under this Lease (subject to the Rent deferral provision set forth in section 4.8 above), and such failure continues for more than one hundred and seventy nine (179) calendar days after Landlord gives written notice to Tenant that such Rent is due any unpaid; or

(b) Tenant fails to perform or breaches any other agreement or covenant of this Lease to be performed or observed by Tenant as and when performance or observance is due and such failure or breach continues for more than ninety (90) calendar days after Landlord gives written notice thereof to Tenant; provided, however, that if, by the nature of such agreement or covenant, such failure or breach cannot reasonably be cured within such period of ninety (90) calendar days, an Event of Default shall not exist as long as Tenant commences with due diligence and dispatch the curing of such failure or breach within such period of ninety (90) calendar days and, having so commenced, thereafter prosecutes with diligence and dispatch and completes the curing of such failure or breach; or

(c) Tenant (i) files, or consents by answer or otherwise to the filing against it, a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, (ii) makes an assignment for the benefit of its creditors, or (iii) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers of Tenant or of any substantial part of Tenant’s property; or

(d) Without consent by Tenant, a court or government authority enters an order, and such order is not vacated within one hundred eighty (180) calendar days, (i) appointing a custodian, receiver, trustee or other officer with similar powers with respect to Tenant or with respect to any substantial part of Tenant’s property, or (ii) constituting an order for relief or

approving a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, or (iii) ordering the dissolution, winding – up or liquidation of Tenant; or

(e) This Lease or any estate of Tenant hereunder is levied upon under any attachment or execution and such attachment or execution is not vacated within one hundred eighty (180) calendar days.

14.2 Termination. If an Event of Default described in section 14.1(a) occurs, Landlord shall have the right at any time to give a written termination notice to Tenant and, on the date specified in such notice, which date shall be no earlier than one hundred eighty (180) calendar days after the date such notice is delivered (the “Default Termination Date”), Tenant’s right to possession shall terminate and this Lease shall terminate and the provisions of section 3.5 shall apply. Upon such termination, Landlord shall have the full and immediate right to possession of the Premises, (subject to the provisions of section 13.4) and to collect all amounts that would otherwise be due to Tenant under all Subleases of Space or other use or occupancy agreements affecting all or any portion of the Premises [subject, in all events, to the terms and provisions of Exhibit W with respect to the Infrastructure Improvements]. In addition, Landlord shall have the right to recover from Tenant all unpaid Rent for the period prior to the date of termination and all actual and reasonable out-of-pockets costs incurred by Landlord to recover possession of the Premises. Furthermore, as consideration in satisfaction of all future unpaid Rent for the balance of the Term after termination, Tenant agrees that all Tenant’s right, title and interest in and to all of the Improvements on the Premises, [other than the Infrastructure Improvements as described on Exhibit W], shall be vested in the Government and shall be the sole and exclusive property of the Government, and the provisions of section 3.5 shall apply. Notwithstanding the foregoing, if, following Landlord’s delivery of a termination notice pursuant to this Section 14.2, Tenant tenders payment of the unpaid amount giving rise to the applicable Event of Default together with all actual and reasonable out-of-pocket costs incurred by Lender in connection with such Event of Default to Landlord prior to the applicable Default Termination Date, then the Event of Default shall be deemed cured, Tenant’s right to possession of the Premises shall not terminate, this Lease shall continue in full force and effect for the remainder of the Term and Landlord shall have no further rights or remedies in connection with the applicable Event of Default. Except as set forth above in this section 14.2, if any other Event of Default occurs, Landlord shall have the right to institute a suit for actual damages, injunction or specific performance with respect to the applicable Event of Default, but shall not have any right to terminate this Lease or any portion thereof.

14.3 Continuation. If an Event of Default occurs, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession (to the extent permitted pursuant to section 14.2), and Landlord shall have the right to enforce all its rights and remedies under this Lease, including the right to recover all Rent as it becomes due under this Lease. Acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver

upon initiative of Landlord to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession unless written notice of termination is given by Landlord to Tenant to the extent permitted pursuant to section 14.2. Notwithstanding the foregoing, Landlord shall have no right to make any efforts to relet the Premises following an Event of Default unless and until Landlord is entitled to deliver, and has delivered, a termination notice pursuant to Section 14.2. Notwithstanding anything else to the contrary herein, if following the occurrence of an Event of Default, Tenant elects, in its sole discretion, not to cure the applicable Event of Default and to abandon the Premises by delivering written notice of such election to Landlord, then immediately upon delivery of such notice, Tenant’s right to possession of the Premises shall terminate and this Lease shall terminate and the provisions of section 3.5 shall apply

14.4 Remedies Cumulative. Upon the occurrence of an Event of Default, Landlord shall have the right to exercise and enforce all rights and remedies granted or permitted by law, subject to the limitations set forth in section 14.2 and the limitations on Tenant’s liability for unpaid Rent for the balance of the Term after termination of this Lease provided for in section 14.2. The remedies provided for in this Lease are cumulative and in addition to all other remedies available to Landlord at law or in equity by statute or otherwise. Exercise by Landlord of any remedy shall not be deemed to be an acceptance of surrender of the Premises by Tenant, either by agreement or by operation of law. Surrender of the Premises can be effected only by the written agreement of Landlord and Tenant.

14.5 Tenant’s Primary Duty. All agreements and covenants to be performed or observed by Tenant under this Lease shall be at Tenant’s sole cost and expense and without any abatement of Rent except to the extent otherwise expressly provided herein. If an Event of Default occurs hereunder as a consequence of Tenants failure to pay any sum of money to be paid by Tenant, Landlord shall have the right, but shall not be obligated, and without waiving or releasing Tenant from any obligations of Tenant, to make any such payment on behalf of Tenant in accordance with this Lease. All sums so paid by Landlord and all costs incurred or paid by Landlord shall be deemed Additional Rent hereunder and Tenant shall pay the same to Landlord on written demand, together with interest on all such sums and costs from the date of expenditure by Landlord to the date of repayment by Tenant at the rate of ten percent (10%) per annum.

14.6 Abandoned Property. If Tenant abandons the Premises (other than surrendering the Premises on the Expiration Date), or is dispossessed by process of law or otherwise (subject at all times to the provisions of this Lease), all Improvements made by Tenant and left in the Premises, and all Personal Property belonging to Tenant and left in the Premises, [other than the Infrastructure Improvements as more particularly set forth on Exhibit W], shall be deemed to be abandoned. Landlord shall have no obligation to maintain such Improvements or Personal Property on behalf of Tenant and shall incur no liability as a result. Landlord may, at its option, dispose of the same as authorized by the Government.

14.7 Landlord Default. If Landlord defaults under this Lease, Tenant shall give written notice to Landlord specifying such default with particularity, and Landlord shall have ninety (90) calendar days after receipt of such notice within which to cure such default. In the event of any default by Landlord, except as expressly set forth herein to the contrary, Tenant’s exclusive remedy shall be an action for damages, injunction, declaratory judgment or specific performance.

ARTICLE 15 Damage or Destruction

15.1 Restoration. If any building or other Improvement, or any part thereof, is damaged by fire or other casualty during the Term, and this Lease is not terminated pursuant to section 15.2, then Tenant shall promptly comply with the requirements of any applicable Mortgage and, if required thereby and subject to the availability of sufficient insurance (together with any deductible with respect thereto), shall commence and complete the repairs, restoration, redevelopment and rebuilding thereof to substantially the same condition, utility and character in which the same existed before the occurrence of such fire or other casualty and this Lease shall remain in full force and effect. In the event Landlord as loss payee has received any insurance proceeds as a consequence of such casualty, Landlord shall deliver such insurance proceeds to or as directed by Tenant to be applied either to pay down any debt obligations secured by a Mortgage or to complete such repairs, restoration, redevelopment and rebuilding.

15.2 Termination of Lease. If any building or other Improvement, or any part thereof, are damaged by fire or other casualty during the last ten (10) years of the then – current Term, then Tenant shall have the right, by giving written notice to Landlord within one hundred eighty (180) calendar days after the occurrence of such fire or other casualty, to terminate this Lease (or the applicable portion of the Premises, in which case the terms of section 5.8 shall apply) as of the date of such notice. If Tenant does not duly exercise the right to terminate this Lease, in whole or in part as the case may be, in accordance with this section 15.2, Tenant shall proceed in accordance with section 15.1 and this Lease shall remain in full force and effect. If this Lease is terminated in whole or in part, Tenant shall remove any damaged building or other Improvement to the extent required by Landlord and any debris, and Tenant shall deliver the Premises (or the applicable portion thereof) and any undamaged buildings or other Improvements in a neat and orderly condition. If Tenant fails to do so, any net insurance proceeds shall be paid first to Landlord to remove such buildings or other Improvements and debris, and the balance shall be paid to Tenant or any Mortgagee in accordance with the terms of the Mortgage or such other agreement between Tenant and Mortgagee.

ARTICLE 16 Eminent Domain

16.1 Notice of Taking. Tenant or Landlord, as the case may be, shall deliver to the other Party written notice of each Taking promptly after such Party receives notice of or otherwise becomes aware of the commencement of proceedings for a Taking or negotiations

which might result in a Taking. Any such notice shall identify the entity exercising the power of eminent domain and shall describe in reasonable detail the nature and extent of the Taking (or negotiations, as the case may be). Landlord and Tenant may each file and prosecute their respective claims for an award, but all awards and other payments on account of a Taking shall be paid in accordance with this ARTICLE 16. With respect to their respective claims for an award, Landlord’s claim shall be based upon and limited to the value of the Premises as unimproved and encumbered by this Lease, and Tenant’s claim shall be based upon the value of its Leasehold Estate hereunder plus all Improvements and Infrastructure constructed by Tenant (including severance damages) as well as Tenant’s Personal Property, goodwill and relocation costs; provided, however, that, if required under the terms of any Mortgage, the award shall first be paid to the applicable Mortgagee to the extent of the indebtedness owing under such Mortgage (and the amount of any award otherwise payable to Tenant shall be reduced by the amount thereof paid to any such Mortgagee).

16.2 Total Taking. If a Total Taking occurs, this Lease shall terminate as of the date of the Taking. Each Party shall be entitled to its award and other amounts paid on account of the Total Taking for its interest in the Premises and this Lease. With respect to such award and other amounts payable to Tenant, the same shall be paid to Tenant and any Mortgagee as provided in the Mortgage or other agreement between Tenant and such Mortgagee.

16.3 Partial Taking. If a Partial Taking occurs, this Lease shall terminate as to the portion of the Premises so taken and shall remain in effect as to the portion remaining (except that Rent shall abate as provided in section 16.4). In such case, and subject to the availability of funds from the Award sufficient for same, Tenant shall promptly commence and complete repairs, restoration and rebuilding of the portion of the Premises and the Improvements remaining immediately after the Partial Taking to an architecturally complete and economically viable condition consistent with the then current Entitled Use.

16.4 Abatement of Rent. If a Partial Taking occurs, then, from and after the date the Partial Taking is effective, Base Rent shall be equitably reduced based upon the Square Feet of Retail Spaces and number of Housing Units of the Premises and Improvements subject to such Partial Taking; and the Entitled Use shall thereafter reflect the Premises as reduced by such Partial Taking. All Additional Rent that is calculated by reference to the Square Feet of the Improvements shall be reduced in the proportion that the Square Feet of the Improvements so taken bears to the total Square Feet of the Improvements immediately before such Partial Taking.

16.5 Temporary Taking. If a Temporary Taking of all or any part of the Improvements or the Premises occurs during the Term (i) this Lease shall not be affected in any way; (ii) Tenant shall continue to pay and perform all of its obligations hereunder; and (iii) any award made as a result of said Temporary Taking shall be paid solely to Tenant.

ARTICLE 17

Sale or Conveyance; Estoppel Certificates

17.1 Sale or Conveyance of the Property. If the original Landlord hereunder, or any successor owner of the Property, sells or conveys the Property, all liabilities and obligations on the part of the original Landlord, or such successor owner, under this Lease first arising or accruing from and after such sale or conveyance shall terminate and the original Landlord, or such successor owner, shall automatically be released therefrom, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant agrees to attorn to such new owner. The foregoing shall not be deemed a waiver of any rights or remedies that Tenant may have against the original Landlord or any successor owner of the Property arising out of or relating to acts, events or circumstances existing or occurring prior to the date of such sale or conveyance.

17.2 Estoppel Certificates

(a) At any time and from time to time, Tenant shall, within thirty (30) calendar days after written request by Landlord, execute, acknowledge and deliver to Landlord a certificate certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect as modified, and stating the date and nature of each modification); (ii) the Effective Date and the Expiration Date and the date, if any, to which all Rent and other sums payable hereunder have been paid; (iii) that no notice has been received by Tenant of any Event of Default by Tenant which has not been cured, except as to defaults specified in such certificate; (iv) that to the actual knowledge of the person signing such certificate, without investigation or inquiry, Landlord is not in default under this Lease, except as to defaults specified in such certificate; and (v) such other matters as may be reasonably requested by Landlord or any actual or prospective purchaser or mortgage lender. Any such certificate may be relied upon by Landlord and any actual or prospective purchaser or mortgage lender of the Property or any part thereof. Notwithstanding the foregoing, it shall not be deemed an Event of Default hereunder if Tenant shall fail to timely deliver any certificate described in this section 17.2(a).

(b) At any time and from time to time, Landlord shall, within thirty (30) calendar days after written request by Tenant or any Mortgagee, execute and deliver to Tenant or such Mortgagee, a certificate certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect as modified, and stating the date and nature of each modification); (ii) the Effective Date and the Expiration Date and the date, if any, to which all Rent and other sums payable hereunder have been paid; (iii) that no notice has been received by Landlord of any default by Landlord hereunder which has not been cured, except as to defaults specified in such certificate; (iv) that to the actual knowledge of the person signing such certificate, without investigation or inquiry, Tenant is not in default under this Lease, except as to defaults specified in such certificate; and (v) such other matters as may be reasonably requested by Tenant or any such existing or prospective Mortgagee, assignee

or sublessee. Any such certificate may be relied upon by Tenant, any such existing or prospective Mortgagee, assignee or sublessee (or, if any Mortgagee has acquired Tenant’s Leasehold Estate pursuant to ARTICLE 13, to a prospective transferee of such Mortgagee).

17.3 Federal Legislative Jurisdiction. During the Transition Term, Landlord, pursuant to 51 U.S.C. § 20146, intends to work with the State of California towards retrocession from exclusive jurisdiction to concurrent jurisdiction. Landlord further agrees that if Landlord retrocedes to concurrent jurisdiction, then, as of the Retrocession Date, Tenant shall no longer be responsible to pay or reimburse Landlord for any Modified ISP Services, except that Tenant shall remain obligated to pay or reimburse Landlord for Environmental Oversight Services in accordance with section 4.3(a)(ii)(C).

ARTICLE 18 Notices

18.1 Method. Except as otherwise specifically provided in this Lease, all requests, approvals, consents, notices and other communications under this Lease shall be properly given only if made in writing and either deposited in the United States mail, postage prepaid, certified with return receipt requested, or delivered by hand (which may be through a messenger or recognized delivery, courier or air express service), and addressed to the applicable Party as specified in the Basic Lease Information (or to such other personnel or place as a Party may from time to time designate in a written notice to the other Party). Such requests, approvals, consents, notices and other communications shall be effective on the date: of receipt (evidenced by the certified mail receipt) if delivered by United States mail; or of hand delivery if hand delivered. If any such request, approval, consent, notice or other communication is not received or cannot be delivered due to a change in the address of the receiving Party of which notice was not previously given to the sending Party or due to a refusal to accept by the receiving Party, such request, approval, consent, notice or other communication shall be effective on the date delivery is attempted. Any request, approval, consent, notice or other communication under this Lease may be given on behalf of a Party by the attorney for such Party.

18.2 Mishaps.

(a) During the Term, if a Mishap occurs on or about the Premises, Tenant shall promptly notify Landlord by telephoning the NASA ARC Safety, Health and Medical Services Division at (650) 604-5602. The Center Director reserves the right to investigate any Mishap in accordance with Landlord’s policies and procedures.

(b) Tenant shall inform its Affiliates, contractors and subtenants occupying or subleasing each of the Retail Spaces and Ancillary Uses that each such employer shall comply with all applicable Federal Occupational Safety and Health Administration (“OSHA”) requirements and shall promptly notify OSHA and Landlord of any OSHA-reportable mishap on

the Premises by telephoning the NASA ARC Safety, Health and Medical Services Division at (650) 604-5602.

18.3 Current Officials. Landlord shall endeavor to deliver to Tenant notice of changes in the Center Director and the CBO; provided, however, Landlord shall not incur any liability as a result of its failure to do so.

ARTICLE 19 Miscellaneous

19.1 General. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “approval,” “consent,” “notice” and “notification” shall be deemed to be preceded by the word “written.” If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Time is of the essence of this Lease and each and all of its provisions. This Lease shall benefit and bind Landlord and Tenant and the permitted personal representatives, heirs, successors and assigns of Landlord and Tenant. The liability of Tenant under this Lease shall survive the termination of this Lease with respect to acts or omissions that occur before such termination. If any provision of this Lease is determined to be illegal or unenforceable, such determination shall not affect any other provision of this Lease and all such other provisions shall remain in full force and effect Article and section headings in this Lease are for convenience only and are not to be construed as a part of this Lease or in any way limiting or amplifying the provisions thereof.

19.2

Delay.

(a) Tenant shall not be considered in breach or default under this Lease in the event of a delay in the performance of its obligations due to any Landlord Delay, and the time or times for performance of Tenant under this Lease (including the times for Commencement of Construction specified in section 1.30) shall be extended for the period of such delay (including any remobilization or recovery period required as a consequence of such event of Excused Delay). Tenant shall endeavor to give Landlord reasonably prompt notice if Tenant becomes aware that a Landlord Delay has occurred, and if Landlord takes appropriate measures to prevent such delay or to cure the effects of such delay to Tenant’s satisfaction, in Tenant’s sole discretion, within ten (10) business days after receipt of Tenant’s notice, no Landlord Delay shall be deemed to have occurred. Notwithstanding the foregoing provisions of this section 19.2(a), no Landlord Delay shall operate to excuse, abate or delay Tenant’s obligation to pay Rent.

(b) Tenant shall not be considered in breach or default under this Lease in the event of a delay in the performance of its obligations due to any Financial Delay, and the time or times for performance of Tenant under this Lease shall be extended for the period of such delay; provided, that in the case of a failure to cause a Financial Closing to occur prior to the applicable Financial Closing Deadline, such delay shall not exceed a period of two (2) cumulative years; provided, further that if the Financial Delay is a Market Shut-Down Event, then such two (2)

cumulative year period shall be extended for an additional three (3) years. If a Financial Delay has occurred, Tenant shall provide written notice to Landlord that a delay in the performance of its obligations under the Lease is caused by a Financial Delay. If a Financial Closing does not timely occur as a result of a Financial Delay that extends beyond two (2) cumulative years, or five (5) cumulative years for a Market Shut-Down Event, then either Party shall have the right to terminate this Lease with respect to the applicable Subject Property in accordance with section 9.2. In the event the Parties anticipate that a Market Shut-Down Event will extend for more than five (5) cumulative years, the Parties will meet and confer prior to sending a notification to terminate this Lease. Notwithstanding the foregoing provisions of this section 19.2(b), no Financial Delay shall operate to excuse, abate or delay Tenant’s obligation to pay Rent.

(c) Both parties shall not be considered in breach or default under this Lease in the event of a delay in the performance of its obligations due to a Force Majeure Delay, and the time or times for performance under this Lease shall be extended for the period of such delay. In the event of a Force Majeure Delay, the Party asserting that a Force Majeure Delay has occurred, shall provide written notice to the other Party that a delay in the performance of its obligations under the Lease is caused by a Force Majeure Delay. Notwithstanding the foregoing provisions of this section 19.2(c), no Force Majeure Delay shall operate to excuse, abate or delay Tenant’s obligation to pay Rent.

19.3 Cooperation; Further Assurances. In light of the long – term nature of this Lease and the significant investments that the Parties will make over the Term, the Parties agree that they shall cooperate reasonably in the conduct of the landlord/tenant relationship arising hereunder. The Parties agree to cooperate with each other to minimize adverse impacts to, and unreasonably interference with, the other Party’s operations and activities on and about the Property or the Premises as the case may be. The Parties further acknowledge that this Lease and the proposed development of the Premises may generate public inquiries, including inquiries from the media, and the Parties agree to use best efforts to address such inquiries and coordinate responses, as appropriate. During the Term, the Parties agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents and agreements as may be reasonably necessary or proper to carry out the purpose and effect the terms of this Lease. Furthermore, the Parties acknowledge that from time to time during the Term it may be necessary or advisable to modify the terms this Lease to better serve the needs and the relationship of the Parties hereunder, and that in such circumstances the Parties may, upon their mutual agreement, enter into one or more amendments or modifications to this Lease for such purposes.

19.4 Dispute Resolution. If either Party believes that a dispute exists under this Lease, then such Party may elect to declare a dispute by delivering a Dispute Notice to the other Party. If a dispute is so declared, then Landlord Representative and Tenant Representative shall meet and communicate (in person, by telephone, electronically or otherwise) as frequently as reasonably possible during the fifteen (15) calendar days following delivery of the Dispute Notice in a good faith effort to resolve the dispute. If such individuals are unable to resolve the

dispute within that fifteen (15) calendar day period, then the dispute shall be referred to the Associate Center Director and Tenant’s Project Director. Such individuals shall meet and communicate (in person, by telephone, electronically or otherwise) as frequently as reasonably possible during the fifteen (15) calendar days following referral of the dispute in a good faith effort to resolve the dispute. If such individuals are unable to resolve the dispute within that fifteen (15) calendar day period, then the dispute shall be referred to the Center Director and Tenant’s Senior Managing Director (or their respective designees), who shall meet and communicate (in person, by telephone, electronically or otherwise) as frequently as reasonably possible during the fifteen (15) calendar days following referral of the dispute in a good faith effort to resolve the dispute. In lieu of the Center Director, Landlord’s Administrator may, in his or her sole and absolute discretion, require the Center Director to transmit or refer the dispute to the Administrator for resolution. If such individuals are unable to resolve the dispute within that fifteen (15) calendar day period, then the Parties may mutually agree to non-binding third-party mediation and retain a neutral third-party mediator to assist with the resolution of the dispute. Landlord will retain a mediator that is mutually agreed to by the Parties and the Parties shall equally share the fees and expenses of the third-party mediator and any mediation costs. Further, either Party may exercise any right or remedy set forth in this Lease or which is otherwise available at law or in equity.

19.5 No Waiver. The waiver by Landlord or Tenant of any breach of any covenant in this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other covenant in this Lease, nor shall any custom or practice which may grow up between Landlord and Tenant in the administration of this Lease be construed to waive or to lessen the right of Landlord or Tenant to insist upon the performance by Landlord or Tenant in strict accordance with this Lease. The subsequent acceptance of Rent hereunder by Landlord or the payment of Rent by Tenant shall not waive any preceding breach by Tenant of any covenant in this Lease, nor cure any Event of Default, nor waive any forfeiture of this Lease or unlawful detainer action, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s or Tenant’s knowledge of such preceding breach at the time of acceptance or payment of such Rent.

19.6 No Merger of Title. There shall be no merger of the Leasehold Estate created by this Lease with fee title to the Premises or any portion thereof by reason of the fact that the same person may own or hold both such Leasehold Estate and fee title. No such merger of title shall occur unless and until all persons, including any Mortgagee, with an interest in either the Leasehold Estate created by this Lease and fee title to the Premises shall join in a written instrument effecting such merger and shall duly record the same in the Official Records of Santa Clara County, California. The voluntary surrender of this Lease by Tenant to Landlord, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger, but, at the option of Landlord, and subject to the terms of any applicable nondisturbance and attornment agreement, shall either terminate any or all existing subleases or subtenancies hereunder, or operate as an assignment to Landlord of any or all of such subleases or subtenancies.

19.7 No Third Party Beneficiary. Except for a Mortgagee (whose rights and obligations are specifically set forth in ARTICLE 13), this Lease shall not, nor be deemed nor construed to, confer upon any person or entity, other than the Parties hereto, any right or interest, including, without limiting the generality of the foregoing, any third party beneficiary status or any right to enforce any provision of this Lease.

19.8 Representations and Warranties of Tenant. Tenant hereby represents and warrants to Landlord as follows:

(a) Tenant is a limited liability company, duly formed and validly existing under the laws of the State of California.

(b) Tenant has the right, power, legal capacity and authority to enter into and perform its obligations under this Lease, and no approval or consent of any person is required in connection with Tenant’s execution and performance of this Lease. The execution and performance of this Lease will not result in or constitute any default or event that would, with notice or lapse of time or both, be a default, breach or violation of the organizational instruments governing Tenant or any agreement or any order or decree of any court or other governmental authority to which Tenant is a party or to which it is subject.

(c) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease and this Lease constitutes the legal, valid and binding obligation of Tenant.

(d) All individuals executing this Lease on behalf of Tenant represent that they are authorized to execute and deliver this Lease on behalf of that entity.

19.9 Representations and Warranties of Landlord. Landlord hereby represents and warrants to Tenant as follows:

(a) Landlord has the right, power and authority to enter into this Lease and to cause the Premises to be demised to Tenant in accordance with the terms and conditions hereof, and the entities or individuals executing this Lease are duly authorized and empowered to act for and to bind Landlord. This Lease is a binding obligation of Landlord. The execution, delivery and performance of this Lease by Landlord has been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Landlord in order to consummate the transaction contemplated herein.

(b) No person or entity has any right to acquire the Premises or any part thereof, or to obtain any interest therein. There are no outstanding rights of first refusal, rights of reverter or options to purchase relating to the Premises or any interest therein.

(c) Landlord has received no notice nor has any knowledge that the whole or any portion of the Premises, including access thereto or any easement benefiting the Premises, is

subject to temporary requisition of use by any governmental authority or has been condemned, or taken in any proceeding similar to a condemnation proceeding, or is there now pending any condemnation, expropriation or similar proceeding against the Premises or any portion thereof.

(d) Landlord’s signatory hereby certifies that this Lease will not have a negative impact on NASA’s mission.

(e) All individuals executing this Lease on behalf of Landlord represent that they are authorized to execute and deliver this Lease on behalf of that entity.

19.10 Exhibits. The exhibits and any other attachments specified in this Lease and in the Basic Lease Information are hereby made a part of this Lease as if set forth herein in full. [Notwithstanding the foregoing, in the event of a conflict between any term, provision, or condition of any Exhibit hereto, and any term, provision or condition set forth in the body of this Lease, the applicable term, provision or condition set forth in the body of this Lease shall govern and control].

19.11 Broker(s). Each Party shall be responsible for the fees and commissions due to any broker or finder engaged by such Party, if any, in the consummation of the transaction contemplated by this Lease.

19.12 Waivers of Jury Trial and Certain Damages. Landlord and Tenant each hereby expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to trial by jury and any and all right to receive punitive, exemplary and consequential damages from the other (or any past, present or future member, trustee, director, officer, employee, agent, representative, or advisor of the other) with respect to any Claim as to which Landlord and Tenant are parties that in any way (directly or indirectly) arises out of, results from or relates to any of the following, in each case whether now existing or hereafter arising and whether based on contract or tort or any other legal basis: This Lease; any past, present or future act, omission, conduct or activity with respect to this Lease; any transaction, event or occurrence contemplated by this Lease; the performance of any obligation or the exercise of any right under this Lease; or the enforcement of this Lease. Landlord and Tenant reserve the right to recover actual or compensatory damages, with interest, attorneys’ fees, costs and expenses as provided in this Lease, for any breach of this Lease.

19.13 Entire Agreement. There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, offers, agreements and understandings, oral or written, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease or the Premises, including, without limitation the RFP and any proposal by Tenant or any of its Affiliates with respect thereto. There are no commitments, representations or assurances between Landlord and Tenant or between any real estate broker and Tenant other than those expressly set forth in this Lease and all reliance with respect to any commitments,

representations or assurances is solely upon commitments, representations and assurances expressly set forth in this Lease. This Lease may not be amended or modified in any respect whatsoever except by an agreement in writing signed by Landlord and Tenant.

19.14 Governing Law. Except to the extent the same may be in conflict with the laws of the United States, the laws of the State of California shall govern the validity, construction and effect of this Lease. In instances where the laws of the United States refer to the laws of the state applicable to a transaction, such reference shall be made to the laws of the State of California, including California Civil Code §§ 1542, 1951.2 (as limited by the last sentence of section 14.2) and 1951.4.

19.15 Anti – Deficiency Act. Landlord’s ability to perform its obligations under this Lease is subject to the availability of appropriated funds. Nothing in this Lease commits the United States Congress to appropriate funds for the purposes stated herein (pursuant to the Anti –Deficiency Act, 31 U.S.C. § 1341).

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date specified in the Basic Lease Information.

Tenant:

MOUNTAIN VIEW HOUSING VENTURES LLC, a California limited liability company

By: Management Services Group LLC, Manager By Bryon Krug

Authorized Representative

By Phil Cowley

Authorized Representative

Landlord:

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, an Agency of the United States

By

Calvin Williams

Assistant Administrator For Strategic Infrastructure

By

Deborah

Feng Associate Director NASA Ames Research Center

EXHIBIT A

Diagrams

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SAA2 – 403430

EXHIBIT A-1

Legal Description of the Premises

Exhibit A-1 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit A-1 prior to the Commencement Date of this Lease.

MVHV Housing EULA

SAA2 – 403430 Exhibit A-1

EXHIBIT A-2

Boundary Survey of the Premises

Exhibit A-2 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit A-2 prior to the Commencement Date of this Lease.

MVHV Housing EULA SAA2 – 403430

EXHIBIT A-3

Legal Description of the Property

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SAA2 – 403430 Exhibit A-3

EXHIBIT A-4

Site Diagram of the Premises

A notional site diagram for the Premises is attached as Exhibit A-4. The site diagram is used solely for the purpose of identifying the approximate location and size of the Premises and the other matters identified thereon. An updated Exhibit A-4 shall be completed during the Transition Term and this Lease shall be amended to include the updated Exhibit A-4 prior to the Commencement Date of this Lease.

EXHIBIT A-5

Initial Housing Phase Parcels

Exhibit A-5 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit A-5 prior to the Commencement Date of this Lease.

MVHV Housing EULA

SAA2 – 403430 Exhibit A-5

EXHIBIT A-6

Minimum Final Housing Phase Parcels

Exhibit A-6 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit A-6 prior to the Commencement Date of this Lease.

MVHV Housing EULA

SAA2 – 403430

EXHIBIT B

Conceptual Development Plan and Project Schedule

MVHV Housing EULA

SAA2 – 403430

Project Description

MVHV Housing EULA

SAA2 – 403430

EXHIBIT B-1

EXHIBIT B-2

Conceptual Development Plan

Exhibit B-2 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit B-2 prior to the Commencement Date of this Lease.

MVHV Housing EULA

SAA2 – 403430

B-2

EXHIBIT B-3

Project Schedule

Exhibit B-3 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit B-3 prior to the Commencement Date of this Lease.

MVHV Housing EULA

SAA2 – 403430

B-3

Construction Provisions

(a) Section 1.01 General Requirements.

(a) Construction Provisions. Each capitalized term used in these Construction Provisions, but not defined herein, shall have the meaning ascribed to it in the Lease. Unless specifically stated otherwise, all references in these Construction Provisions to articles or sections are to articles or sections of these Construction Provisions.

(b) Projects. The Lease contemplates that Tenant will from time to time design, develop, construct, and deliver various Projects, Non-Premises Improvements (as defined in section l.08(a)(i)) and Infrastructure Improvements (collectively, for the purposes of these Construction Provisions, hereinafter referred to individually as a "Project" and collectively as "Projects"). Each Project shall include: all necessary work by architects, engineers and other design consultants; the obtaining of all required permits and approvals; and the provision of all construction management and actual construction, including all labor, services, supplies, materials and equipment necessary for construction and placing in service each Project (collectively hereinafter referred to as the "Work"). Tenant is responsible, at its sole cost and expense, for demolition and preparation of the Premises for the development and construction of each Project. It is anticipated that at the Preliminary Design Review Phase (as described in Section l .05(c)) Tenant will submit its plans for the horizontal work and exterior design guidelines to the Design Review Board ("DRB") for an entire Project. Thereafter, Tenant may make its submittals in the Construction Permit Phase and (upon approval thereof) proceed in the Construction Phase for such aspects, portions or elements of the Project as Tenant in its discretion may choose, in the combination and order that Tenant believes to be in its and the Project's best interests.

(c) Application of Construction Provisions. These Construction Provisions shall be applicable to the Work to be performed by Tenant to carry out the Projects.

(d) Applicable Requirements. All Work shall comply with the Applicable Laws set forth on Exhibit C-1 attached hereto (the "Construction Code Matrix”). If the Construction Code Matrix does not cover the Work, then, prior to the date that Tenant either commences such Work or applies for any permits with respect to such Work, Tenant and Landlord shall cooperate with one another to determine the appropriate Applicable Laws with respect thereto and, upon the mutual agreement of the Parties, the Construction Code Matrix shall be updated to incorporate the appropriate codes and standards for the Work. All Work shall be done in a good and workmanlike manner, free and clear of all liens and encumbrances for labor and materials furnished to Tenant as prescribed herein, other than those permitted by the Lease. The Construction Code Matrix identifies the codes, regulations, requirements and laws applicable to the design and construction of the Projects.

(e) Permits. Tenant shall obtain or cause to be obtained at no cost and expense to Landlord all required planning clearance and construction permits for the design, construction, and occupancy of the Projects. Landlord shall issue the planning clearance and shall be the

permitting authority for all Projects. Landlord may require, or Tenant may request, permit document plan check reviews be performed by a Third-Party Reviewer as set forth in section l.02(e). Construction and occupancy permits shall be applied for by Tenant and issued by the NASA ARC Construction Permit Office in accordance with these Construction Provisions, APR 8822.1 (NASA Research Park Design Review Program), APD 8829.1 (Construction Permit), and APR 8829.1 (Construction Permit Process). In the event an APD or APR sunsets or otherwise is not in force at the time Tenant requests commencement of the design review process for a particular Project or is seeking a permit therefore, such APD and APR shall apply regardless of whether they are then currently in force and effect unless mutually agreed otherwise by the Parties in writing. Nothing contained in this section shall be deemed to relieve Tenant of its obligations to comply with Applicable Laws pursuant to the terms of the Lease and the attached Construction Code Matrix with respect to design and construction activities. Further, Tenant shall inform Landlord of any changes and shall obtain approvals from Landlord in the event of any scope or materials change once a permit has been issued for a Project to the extent required under the Construction Code Matrix. Tenant shall not be obligated to comply with changes to complete and comprehensive plans for building code changes after the Project has been submitted and accepted for permit review, provided: (a) the permit submittal date was prior to the date the current-adopted code became effective, or (b) the change to the Applicable Law is not a retroactive State or Federal requirement. Landlord's review, comments, recommendations, approvals, and/or conditional approvals on any submittal including the Construction Documents shall be limited to the particular Project for which they are submitted.

(f) Costs. No environmental remediation, demolition, or construction shall be undertaken until Tenant shall have obtained and paid for all required permits and authorizations relating to the particular phase of the demolition or construction to be undertaken.

(i) Conceptual Design Review, Design Review and Permitting Costs. Tenant shall reimburse Landlord for its Full Costs (as defined below in section l.0l(f)(iii)) to provide: (A) conceptual design review and design review, (B) construction drawing review (including third-party plan checks), (C) plan checks, (D) permit issuance, (E) hold-point and final inspections, (F) planning and permit documentation software and storage costs, (G) construction safety oversight and inspections (including review of construction safety plans), (H) construction environmental oversight and inspections, and (I) issuance of temporary, partial or final certificate(s) of occupancy in connection with each Project.

(ii) Construction Liaison Costs. Tenant shall reimburse Landlord's Full Costs (as defined below in section l.0l(f)(iii)) to provide construction liaison support. Construction liaison support shall consist of environmental oversight (as described below in this section), health and safety reviews, review of technical submittals and change orders, coordination of utility shut-offs, traffic impacts or road closures (including reviews of ingress and egress plans), security issues, periodic fire inspections, and assistance in resolution of unforeseen site conditions. Landlord's environmental oversight includes: environmental site sampling; review of lead and asbestos (and other Hazardous Materials) removal plans; monitoring of noise, water and air; review of Tenant's implementation of best management practices and compliance with the NASA ARC Storm Water Pollution Prevention Plan ("SWPPP"); and response to questions on disposition of soil or groundwater from excavations

from the installation of the Projects.

(iii) Payment of Full Costs. "Full Cost" as used in these Construction Provisions is defined to be Landlord's actual, reasonable costs of all the design, permit and all other review personnel who perform the work that are incurred by Landlord. Full costs shall also include Landlord's Center Management and Overhead Charge ("CM&O") in an amount calculated annually by Landlord and applied to Landlord's actual, reasonable direct costs of providing the services described in this Exhibit C. Landlord's Full Cost shall be supported with the combined hourly billings at a blended rate for all contract support. Within thirty (30) calendar days after the Effective Date for the Initial Project and within fifteen (15) calendar days after Tenant makes a pre-conceptual submission to Landlord for review for any Project after the Initial Project, Landlord shall provide Tenant with an estimate showing the cost to provide the design review, permitting and inspection services outlined in these Construction Provisions for Tenant's review and concurrence. Such estimate shall include an estimate of total personnel hours expected to be required for the provision of the services described in these Construction Provisions. Thereafter, Tenant shall make quarterly payments of such estimated amount of Landlord's Full Costs for providing such services in advance of initiation of Landlord's efforts on behalf of Tenant. Advance payments shall be scheduled to ensure that funds are resident with Landlord before federal obligations are incurred in support of work on behalf of Tenant. In order to avoid delays, Landlord shall provide Tenant with no less than thirty (30) days' prior written notice if Landlord anticipates that the funds collected from Tenant pursuant to these Construction Provisions will be insufficient to pay the costs of the services provided by Landlord hereunder. On a quarterly basis, Landlord shall reconcile the Full Costs incurred by Landlord hereunder to the amount paid by Tenant for the same during the preceding quarter. Landlord will provide to Tenant a preliminary final bill no later than sixty (60) calendar days after the end of the applicable quarter. Any additional amounts due from Tenant or owed to Tenant will be billed or refunded, respectively, within thirty (30) calendar days. Landlord and Tenant will review Landlord's Full Cost estimates periodically to ensure that the rates are based on actual, reasonable costs incurred by Landlord. Subject to the foregoing notice requirement, but notwithstanding any other provision of these Construction Provisions, all activities under or pursuant to these Construction Provisions are subject to the availability of funds, and no provision of these Construction Provisions shall be interpreted to require obligation or payment of funds in violation of the Anti- Deficiency Act (31 U.S.C. § 1341).

(g) Other Permits. In addition to obtaining construction permits, Tenant shall obtain from the NASA ARC Construction Permit Office at least ten (10) business days before any such Work commences (unless as otherwise provided in this section l.0l(g)): (i) hot-work permits prior to performing any welding, cutting, torching or similar open flame work, (ii) permits for excavation (> 6") and drilling, (iii) confined space entry, (iv) facility or road closure/obstruction (thirty (30) calendar days' notice required), and (v) high-voltage electrical work. Since NASA has the responsibility to sign the manifest for Hazardous Materials for Existing Environmental Conditions pursuant to section 6.3 of the Lease, discharge permits and documentation for disposal of such Hazardous Materials for Existing Environmental Conditions shall be handled through the NASA ARC Environmental Management Division, but shall be issued by the appropriate governmental agency(ies). Incidental sewer-discharge permits and storm sewer discharges (to the extent allowed) shall be handled through the NASA ARC Environmental Management Division. All other required permits, if any, shall be obtained by Tenant directly from the appropriate governmental agency(ies), and Tenant shall promptly provide copies thereof to the NASA ARC Construction Permit Office. To the extent any other permits are

required that are not issued by the NASA ARC Construction Permit Office and NASA ARC Environmental Management Division, Landlord agrees to join in the application for such permits or provide authorization when such action is necessary, at no cost to Landlord.

(h) Conceptual Development Plan and Plans. The Plans for the Initial Projects shall be developed generally in accordance with the Conceptual Development Plan. The "Plans" for each Project shall include: the required submittals for the Pre-Conceptual Design Phase, Preliminary Design Review Phase, and the Construction Permit Phase (as such terms are referenced in APR 8822.1, APR 8829.1, and Section 1.05 of these Construction Provisions). The Projects shall be completed by Tenant in accordance with the approved Plans.

(i) Design and Construction Teams. All Work shall be done by contractors selected by Tenant. The design team assembled include architects and civil, mechanical, electrical and structural engineers and other technical consultants as deemed necessary by Tenant (the "Design Team"). The construction team assembled by Tenant for each Project shall include a general contractor, and its subcontractors, material suppliers and vendors (the "Construction Team"). Tenant may from time to time terminate, add, eliminate, supplement, remove or replace members of the Design Team and/or the Construction Team.

U) Subcontractors. Tenant shall require any of the general contractors for the Projects to employ only subcontractors who are duly licensed and qualified to perform the Work. [As between Tenant and Landlord], Tenant assumes responsibility for the proper performance of the Work of the Design Team and the Construction Team and their subcontractors, suppliers and vendors. Nothing in the Lease or these Construction Provisions is intended to or shall be deemed to create any legal or contractual relationship between Landlord and any party other than Tenant.

(k) Bonds. At least thirty (30) calendar days before the Commencement of Construction with respect to each Phase of Improvement, or each discreet building, Improvements, NonPremises Improvement or Infrastructure Improvement, Tenant shall cause to be obtained and kept in force, for the benefit of Tenant and Landlord, payment and performance bonds for the relevant Improvements to be constructed naming Landlord (and any other parties reasonably designated by Landlord) as an additional obligee. Such bond shall provide security for Tenant's or its contractor's payment obligations under the applicable Construction Contract, and ensuring that the Property will remain free of all mechanics', laborers' or materialmen's liens or claimed liens on account of any services or materials furnished or labor or work performed in connection with the applicable construction work, including obligations arising under the applicable Construction Contract. Each bond shall be in form and substance reasonably satisfactory to Landlord, and shall be issued by a California admitted surety that is either listed in the Department of the Treasury's Listing of Approved Sureties (Department Circular 570) or that has an A.M. Best rating of A or better and has an underwriting limitation, pursuant to the California Insurance Code§ 12090, greater than the value of the relevant Construction Contract. Each bond shall be in an amount reasonably determined by Landlord (but not more than 100% of the construction contract value of the relevant Construction Contract (and if the contract price increases, an additional amount equal to 100% of the increase) and shall remain in effect until the entire work under such Construction Contract shall have been completed). Tenant shall provide evidence to Landlord that Tenant has obtained and will keep in force each such bond prior to the relevant Commencement of Construction.

(1) Tenant Representative. Tenant shall appoint one or more representatives in writing (collectively, "Tenant Representative") to be the primary point of contact with Landlord Representative during the design and construction of each Project. The same person may serve as Tenant Representative for multiple Projects. Tenant Representative shall be reasonably available to Landlord and shall have the necessary expertise and experience required to supervise the Work. Tenant Representative shall communicate regularly with Landlord Representative and shall be vested with the authority to act on behalf of Tenant. Tenant shall provide written notification to Landlord Representative and the NASA ARC Construction Permit Office of any changes to Tenant Representative.

(m) Landlord Representative. Landlord will designate one or more representatives in writing (collectively, "Landlord Representative") for each Project (who may be the same person for multiple Projects) to interface with Tenant Representative with respect to all aspects of the Work. Neither Landlord nor its Landlord Representative shall have any responsibility for coordinating and or managing any construction activities of Tenant. Landlord shall provide written notification to Tenant of any changes to Landlord Representative.

(n) Pre-Construction Kick-Off Meeting. A pre-construction kick-off meeting shall be held with Landlord Representative, Tenant Representative and a representative of the thirdparty inspector who will be performing the code inspections at least five (5) business days before starting any construction work for any permitted Project. At such meeting, the Tenant Representative will provide an updated construction schedule for the Work being constructed, which shall include scheduling for any anticipated utility outages, roads closures/obstruction, special inspections, crane/lifting operations, and anticipated submittal dates for special permit work, including but not limited to, those pertaining to: hot work, excavation/drilling, confined space, facility closure/obstruction high-voltage electrical work, water discharge, air quality, underground tanks, toxic hazardous material, and crane (lift permits). Tenant shall prepare, and Landlord will review, the Project-specific ingress and egress plan(s), SWPPP implementation plan, proposed staging/lay-down areas, proposed security fencing layout, proposed location of construction trailers, and safety plans.

(o) Utilities.

(i) Any requests by Tenant for Utility outages will require a minimum of five (5) business days' advance written notice, unless otherwise provided herein. Outages should be held to a minimum in number and duration. Any construction that could impact Landlord's existing operating systems outside the Premises, such as electrical, water, natural gas, sanitary sewer, and storm sewer, shall be coordinated with Landlord Representative at least ten (10) business days in advance. Utility disruptions that affect facilities and roads on the Property will require thirty (30) calendar days' notice, and may be required to be performed during off hours or during the weekend, at Landlord's discretion.

(ii) Underground Utilities must be located using appropriate detection equipment and marked on the surface. The location of Landlord-underground Utilities that may be disrupted by new construction shall be validated by using a detailed non-invasive and non-

destructive underground utility locating method (e.g., utility location and mapping using ground penetrating radar) surveying, vacuum excavation, 3-D concrete scanning, CCTV inspections of pipe sizes 2" and above, potholing, etc.).

(p) Transportation; Site Access.

(i) Delivery and hauling of material, equipment, or waste by Tenant shall be coordinated with Landlord. Tenant shall create a specific ingress and egress plan in writing for each Project or group of Projects occurring at any given time. Tenant shall provide copies of each specific ingress and egress plan to the NASA ARC Construction Permit Office for Landlord's approval. To the extent required by the ingress and egress plan, all personnel requiring regular access to the Property and the Premises in connection with the design and construction of a Project must be appropriately badged in accordance with NPR 1600.lA (NASA Security Program Procedural Requirements). Landlord reserves the right to deny issuance of a badge or revoke a badge previously issued in any case it determines in its sole, but reasonable judgment that the individual in question poses a security threat to Landlord.

(ii) Construction outside of normal business hours will be addressed in the specific ingress and egress plan(s), and may require Tenant to reimburse Landlord for the Full Costs incurred by Landlord associated with operating the security gates outside of normal business hours. [Once the security perimeter is moved such that the Premises is located outside of NASA ARC's secure perimeter, Landlord shall not impose any time restrictions or cost to Tenant for Work occurring on the Premises outside of normal business hours.] Further, if the specific ingress and egress plan(s) provides for opening security gates that Landlord ordinarily does not open or staff, Tenant may be required to reimburse Landlord for the Full Costs incurred by Landlord associated with operating such security gates.

(q) Construction Inspections. During the construction of each Project, the NASA ARC Construction Permit Office shall allow the third-party inspector to conduct the hold-point inspections and final inspections under the management and oversight of the NASA Construction Permit office. Tenant will schedule all hold-point inspections through the NASA ARC Construction Permit Office and will provide access to the construction site for the holdpoint inspections. Construction inspections will be conducted in accordance with APD 8829.1 and APR 8829.1. When special inspections are required, Tenant shall be responsible for paying, at its sole expense, a third-party inspector. Tenant shall submit inspection reports with final affidavits to the NASA ARC Construction Permit Office for review.

(r) Changes. If Tenant proposes a scope or material change to any of the permitted Construction Documents that requires a modification to, or reissuance of, the applicable permits therefor, then Tenant will submit any such proposed change to the NASA ARC Construction Permit Office for review and approval, as required under the Construction Code Matrix. Each proposed change will specify the affected permit documents and include the following information: a reasonably detailed description of the scope of such proposed change, clouded drawings (with an updated revision number) outlining the proposed changes, the reasons for the proposed change, and any such other information as Tenant believes to be relevant. Promptly following receipt of Tenant's proposed change, the NASA ARC Construction Permit Office shall notify Tenant of the additional information required, if any, in connection with reviewing the proposed change. Promptly following such receipt of

additional information, the NASA ARC Construction Permit Office will approve or disapprove the proposed change, which approval will not be unreasonably withheld. Tenant shall reimburse Landlord for its Full Costs to review the proposed changes.

(s) Technical Submittals. At the time of each permit approval, Landlord Representative will identify key technical submittals required to be approved by the NASA ARC Construction Permit Office for any such Work. The NASA ARC Construction Permit Office approval of technical submittals shall follow the procedure in the immediately preceding paragraph.

(t) Standard of Care for Design Professional Services. The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design professional practicing under similar conditions at the same time and locality of the Project.

(u) Worker's Compensation Insurance. At all times when any construction is in progress, Tenant shall, at Tenant's sole cost and expense, cause its contractors and subcontractors (other than those who are adequately self-insured) to maintain or cause to be maintained, worker's compensation insurance covering all persons employed by Tenant in connection with the construction and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Premises and/or the Projects.

(v) LEED Rating/Green Building Standards. Landlord will require Tenant to exceed minimum environmental and energy code standards by selecting one of the following options: Leadership in Energy and Environmental Design (LEED) v4 Silver Green Building Rating System (also referred to as "LEED Silver"), or California Green Building Standard Tier 2 voluntary standards (also referred to as "Cal Green Tier 2"), which are both identified in the Construction Code Matrix

(i) Requirements for LEED Silver: Early in the Pre-Conceptual Design Phase, Tenant shall prepare and submit to Landlord a preliminary LEED checklist showing the options selected to obtain the minimum amount of points required to reach a LEED Silver rating. It is recommended that additional points be selected to provide a buffer, assuming some points may drop out due to normal design and construction deviations encountered during the Project. Tenant shall be required to provide additional documentation and drawings as necessary to show compliance to meet credits being proposed, which may or may not be part of the permit documentation. Final compliance with LEED requirements will be verified as part of the plan check and inspection process (which may include third party plan check/inspection verification) during the course of design and construction. USGBC LEED certification will not be required. Final verification of all credits will not be a condition of occupancy, but will be a condition of final Project closure.

(ii) Requirements for Cal Green Tier 2: Cal Green Tier 2 standards shall be incorporated within the submitted permit documentation as a part of the Construction Permit Phase. Final compliance with Cal Green Tier 2 requirements will be verified as part of the plan check and inspection process (which may include third party plan check/inspection verification)

during the course of design and construction. Final verification of all credits will not be a condition of occupancy, but will be a condition of final Project closure.

(w)

Protection from Mechanics' Liens.

(i) Tenant shall have no power to do any act or to make any contract that may create or be the foundation for any lien, mortgage or other encumbrance upon the reversion, fee interest or other estate of Landlord or of any interest of Landlord in the Premises. Tenant shall notify all of its contractors that Tenant does not own fee title to the Premises (or any other portion of the Property), and such contractors shall be instructed to record any preliminary notice or other document related to any mechanic's or materialmen's liens against only Tenant's ground leasehold interest in the Premises and not against fee title to the Property. At least ten (10) business days before the date of any Commencement of Construction or materials are delivered for Non-Premises Improvements or any Phase of lmprovements, Tenant shall give written notice to Landlord of the date of such Commencement of Construction or of the delivery of materials, as the case may be. Landlord shall then have the right to post and maintain on the Premises (or with respect to the NonPremises Improvements and any Utility lines or improvements being installed by Tenant, on those portions of the Property where such Non-Premises Improvements or Utility lines or improvements are being constructed and installed) any notices that are required to protect Landlord and Landlord's interest in the Property from any liens for work and labor performed or materials furnished in completing the Non-Premises Improvements or any Phase. Nothing in this Lease shall be deemed to be, or be construed in any way as constituting, the consent of or request by Landlord, expressed or implied, by inference or otherwise, to any person, firm or corporation, for the performance of any labor or the furnishing of any materials for any construction, repairs, maintenance, replacement, Alterations or Redevelopment of or to the Premises or any part thereof, or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that might in any way give rise to the right to file any lien against Landlord's interest in the Premises.

(ii) Tenant shall not suffer or permit any liens to stand against the Premises (and with respect to the Non-Premises Improvements and any Utility lines or improvements being installed by Tenant, on those portions of the Property where such Non-Premises Improvements or Utility lines or improvements are being constructed and installed) or any part thereof by reason of any work, labor, services or materials done for, or supplied to, or claimed to have been done for or supplied to Tenant. Tenant shall keep the Premises (and with respect to the Non-Premises Improvements, any Utility lines or Infrastructure Improvements being installed by Tenant, on those portions of the Property where such Non-Premises Improvements, Utility lines or Infrastructure Improvements are being constructed and installed) free and clear of any and all mechanics', materialmen's and other liens for work done, services performed, materials supplied or appliances used or furnished in or about the Premises in connection with any activities of Tenant on or about the Premises, unless the same is being contested as provided below. If any such lien shall at any time be filed, Tenant shall cause the same to be discharged of record within thirty (30) calendar days prior to the date any such lien may be foreclosed upon. If Tenant fails to discharge or to contest such lien within such period and such failure shall continue for a period of fifteen (15) calendar days after Tenant's receipt of written notice by Landlord, then, Landlord may require Tenant to have such lien bonded.

(b)

Section 1.02 Submittal Requirements for Plans.

(a) General. Plans shall be submitted to Landlord for review and approval prior to implementation. Plan reviews and approvals for each Project shall be conducted in accordance with these Construction Provisions, and the applicable provisions of APR 8822.1, APD 8829.1, and APR 8829.1.

(b) Landlord Approval. Landlord shall notify Tenant of Landlord's approval of, disapproval of, or additional comments to the submittal as soon as reasonably practicable, but not more than thirty (30) business days for DRB, and twenty (20) business days for building permits after receipt of the submittal. Landlord reserves the ability to respond to Tenant within the first ten (10) days of intake and submittal review and determine whether the complexity of any package is beyond the scope of the time allotted for normal approval periods, and, if the submittal is complex, Landlord will develop an amended approval schedule for Tenant's review; provided, however, that in all events Landlord will use diligent, good-faith efforts to continue to respond within the ordinary time frames set forth in the preceding sentence. [If Landlord should disapprove the submittal, Landlord's written notice of disapproval to Tenant shall contain the specific respects in which the submittal is unacceptable to Landlord as well as the basis for such disapproval. Tenant shall cause the submittal to be revised and shall submit the revised submittal to Landlord that addresses Landlord's review comments as soon as reasonably practicable following receipt of Landlord's notice of disapproval. Landlord shall notify Tenant as soon as reasonably practicable, but not more than twenty (20) business days for DRB, and ten (10) business days for building permits after receipt of the revised submittal of Landlord's approval or disapproval of the revised submittal, with Landlord's approval not to be unreasonably withheld. Plan submittals that do not comply with section 1.05 will be rejected by Landlord. Any dispute regarding approval of a plan submittal shall be resolved in accordance with the dispute resolution provisions of the Lease. If Tenant elects to follow the supplemental procedures in Section 1.02(e) below, Landlord will use reasonable diligent, good-faith efforts to approve or provide comments of an initial submission of a Construction Permit within ten (10) business days of submission after obtaining final third-party approval and recommendation to approve the permit, and if a second submission is required, shall use diligent, good-faith efforts to approve the Construction Permit within five (5) business days, and such approval shall not be unreasonably withheld.

(c) Meeting after Submittal of Plans. No later than five (5) business days after the date each submittal is provided to Landlord, Tenant and Landlord, and such other parties as either may deem appropriate to attend such meeting shall meet and confer about the submittal with Tenant identifying during the meeting, among other things, the evolution of the design and any significant changes or deviations from the Conceptual Development Plan or, if applicable, previously submitted Plans.

(d) Certifications All areas of design and engineering must be certified by and under the direct supervision of architects and engineers licensed and registered in the State of California.

(e) Third-Party Reviewer Supplemental Procedures. Tenant may elect to supplement the procedures of APR 8829.1 with the steps below:

(i) Tenant shall hire a third-party plan reviewer ("Third-Party Reviewer") which meets Landlord's requirements as listed in Exhibit C-3.

(ii) Tenant shall submit the Construction Permit (per the requirements of APR 8829.1) to the Third-Party Reviewer concurrent to the submission of the submittal to Landlord.

(iii) The Third-Party Reviewer shall review and comment on the submission, providing comments to Tenant and Landlord at the same time.

(iv) Tenant shall respond to the comments or resubmit the submission to the Third-Party Reviewer until such time the Third-Party Reviewer believes the submission is approvable. Tenant shall provide a copy to Landlord of its responses at the same time that it submits them to the Third-Party Reviewer and the Third-Party Reviewer shall provide a copy of its comments to Landlord at the same time that it provides them to Tenant.

(v) When the Third-Party Reviewer is satisfied that the submission meets the requirements such that Landlord should approve it and issue a construction permit, the submission shall be made to Landlord by Tenant.

(vi) If Tenant and the Third-Party Reviewer meet during this process to review a submission or comments to the submission, Landlord shall be invited to attend and Landlord shall be given at least twenty-four (24) hours' notice, but it shall not be required that Landlord attend.

Section 1.03 Progress

Schedules.

(a) Date Due and Content. Concurrent with the submission of the Concept Drawings, Tenant shall deliver, or cause to be delivered, to Landlord a schedule (the "Progress Schedule"), for the design and construction of the Project. The Progress Schedule shall generally identify activities that must occur in sequence for the successful completion of the Project. The Progress Schedule is to depict the responsibilities of Landlord (including, without limitation, the duration of all of Landlord's review periods), any agency having jurisdiction over the Premises, Tenant, the Design Team, and the Construction Team relating to the Work.

(b) Purpose. Tenant shall use the Progress Schedule to monitor and evaluate the progress of the Work. Tenant shall provide an updated Progress Schedule to Landlord upon request, but no more frequently than quarterly.

Section 1.04 Completion

of Work for a Proiect.

(a) Substantial Completion.

(i) For the purposes hereof, "Substantial Completion" is the date on which the Design Team architect certifies in writing and Landlord agrees in writing that a Project or an agreed

portion of a Project has been substantially completed in accordance with the permitted Plans. Substantial Completion may occur prior to issuance of a certificate of occupancy with respect to the relevant portion of a Project. Landlord acknowledges and agrees that Tenant shall have the right to seek, and, to the extent permitted by Applicable Laws, to obtain temporary certificates of occupancy with respect to floors, units or other constituent components of any building that is part of the relevant Project prior to obtaining a certificate of occupancy with respect to the entirety of such building.

(ii) Tenant shall permit Landlord to conduct an inspection with Tenant and its contractors of the Project or designated portion thereof which Tenant considers to have achieved Substantial Completion in order to develop a punch-list of any incomplete or defective Work required for compliance with, and to conduct such tests or other inspections of the applicable Work as Landlord may reasonably require to confirm compliance with the approved permit documents and the Applicable Laws set forth on the Construction Code Matrix. In connection with the foregoing, Tenant will allow Landlord access to the project site for such inspection in accordance with the terms and conditions of the Lease. Tenant shall promptly cause its contractors to commence to complete or correct the items listed by Landlord to the extent required by the Applicable Laws set forth on the Construction Code Matrix. When Tenant has completed or corrected the required punch-list items, Tenant shall provide Landlord with notice of the same and Landlord shall have five (5) business days thereafter to notify Tenant of its agreement that the Project, or designated portion thereof, which Tenant considers to have achieved Substantial Completion, or to again provide a description of those items which Landlord reasonably determines are necessary to correct or complete in compliance with the Applicable Laws set forth on the Construction Code Matrix in order for the relevant Project, or designated portion thereof, which Tenant considers to have achieved Substantial Completion. The foregoing procedure will be repeated as often as is necessary until Landlord, acting reasonably, concurs that the Project, or designated portion thereof, which Tenant considers to have achieved Substantial Completion in question is Substantially Complete. The Parties shall thereupon execute and deliver to each other an Acknowledgment of Substantial Completion for such Project, or designated portion thereof, which Tenant considers to have achieved Substantial Completion. In the event of a dispute regarding Substantial Completion, the provisions of the Lease regarding dispute resolution shall apply.

(b) Completion of Project Improvements. After final inspection and the issuance of the Certificate of Occupancy by the NASA ARC Construction Permit Office, Tenant shall provide Landlord with written notice thereof, together with a copy of the certificate of occupancy and of a certification of the Design Team architect that said Project is complete.

(c) Section 1.05 Phases of Design and Construction.

(a) Project Commencement. Each Project shall commence with an informal review of the proposed design concepts for the Project in an effort to determine the appropriate level of NEPA review and to determine whether the Project is an "undertaking" in accordance with NHPA, to identify the Landlord Representative and Tenant Representative for the Project and generally outline the goals for the Project. Meeting minutes shall be issued by Landlord and reviewed by Tenant to confirm the discussion and any decisions made at such meetings.

(b) Pre-Conceptual Design Phase. The first phase of design of a Project shall be the "PreConceptual Design Phase" as provided in APR 8822.1. Tenant will submit to Landlord during this phase the "Pre-Conceptual Materials Submittal Requirements," which will be subject to Pre- Conceptual Design Review (as such term is used in APR 8822.1).

(i) SHPO Review. Tenant shall engage with the SHPO through Landlord's cultural resources manager ("NASA ARC CRM") if SHPO consultation is required for a particular Project. Tenant shall consult with the NASA ARC CRM during the Pre-Conceptual Design Phase and at such time, the NASA ARC CRM will identify whether a Project will require SHPO consultation in accordance with Section 106 of NHPA. Tenant will be invited and is encouraged to attend and participate in meetings with Landlord and SHPO. For applicable Projects, Tenant shall prepare the Plans and Section 106 submittal documentation for Landlord's approval and shall work with and through Landlord for consultation with SHPO, as provided in section 9.3 of the Lease.

(ii) NEPA Review. In accordance with APR 8822.1 and NPR 8580.1 (Implementing the National Environmental Policy Act and Executive Order 12114), Tenant will, upon Landlord's request, provide an environmental evaluation for each Project to Landlord Representative. Pursuant to section 5.6 of the Lease, environmental evaluation will be in the form of an environmental checklist, subject to review and approval by the NASA ARC Center NEPA Manager and documented in accordance with APR 8500.1.

(iii) Other Regulatory Controls and Reviews. Tenant shall coordinate and report to Landlord any approvals or clearances any other regulatory agencies or bodies required for the Project. For example, given the Premises are located near the airport operating area of Moffett Federal Airfield, a Federal Aviation Administration Notice of Proposed Construction or Alteration under 14 C.F.R. Part 77 (Safe, Efficient Use and Preservation of the Navigable Airspace) may be required.

(c) Preliminary Design Review Phase. The second phase of design of a Project shall be the "Preliminary Design Review Phase" as provided in APR 8822.1. Tenant will submit to Landlord during this phase the "Concept Design." Following satisfactory review of the Concept Design, the Design Review Board may require submission of a "Schematic Design" as provided in APR 8822.1.

(d) Construction Permit Phase. The third phase of design of a Project shall be the "Construction Permit Phase" corresponding to the submittal requirements of APR 8829.1. The documents Tenant is required to submit to Landlord during this phase are referred to as the "Construction Documents." During this process, there will be Design Review Board backcheck of the design documentation at major submission milestones as provided in APR 8822.1.

(e) Construction Phase. Within one hundred eighty (180) calendar days following the issuance of necessary permits, Tenant shall commence the actual construction of the Work allowed by such permits and direct such construction to completion in accordance with the Construction Documents and the Progress Schedule, as the same may be updated from time to time by Tenant. If Tenant does not commence actual construction within one hundred

eighty (180) calendar days following issuance of a permit, the permit will automatically expire unless an extension is requested by Tenant and granted by Landlord, which shall not be unreasonably withheld.

(f) Record Drawing Phase. Within sixty (60) calendar days following the date of Substantial Completion for each Project, Tenant shall provide Landlord a complete set of Record Drawings (incorporation of Tenant's contractor as-builts into original design drawings) for such Project. Drawings shall be submitted in electronic format to include original design format files (convert to ACAD or Revit if another design format was used) and full-size .pdf files.

(g) Project Information. If requested by Landlord, within thirty (30) calendar days of completion of each Project or beneficial occupancy, Tenant shall provide Landlord with the total cost of the Project and provide units and subtotal costs of primary building elements (square footage of building, cubic yards of road, landscaping materials, lineal feet of infrastructure, etc.) and provide all necessary information to assist Landlord with its completion of NASA Form 1046 (Transfer and/or Notification of Acceptance of Accountability of Real Property) as necessary.

(h) Prerequisites to Projects. Before commencing construction of a Project, Tenant shall prepare the following additional plans and submittals for review and approval by Landlord: (i) a model emissions estimate for the Project that adheres to the construction emissions mitigation plan for the Initial Projects ("Housing CEMP") and Landlord's construction emissions mitigation plan ("NASA ARC CEMP"), (ii) a storm water management plan, and (iii) any other environmental impacts analyses or surveys, as deemed necessary by Landlord pursuant to Applicable Laws and any required environmental mitigations set forth in the Housing MIMP, Housing EIMP and/or the Record of Environmental Consideration for such Project. No later than one hundred and twenty (120) calendar days prior to the anticipated issuance date of the Certificate of Occupancy for the Housing Project or Retail Project (or any portion thereof), Tenant shall update the Housing TDM Plan and provide the updated Housing TDM Plan to Landlord.

Section 1.06 Environmental Requirements.

(a) EIMP and MIMP. All Work shall be performed in a manner consistent with the Housing EIMP, the Housing MIMP and requirements identified by Landlord during the Project-specific NEPA review process.

(b) Housing CEMP. The Housing CEMP shall set forth Tenant's contribution to the NASA ARC CEMP. The Housing CEMP shall be a numeric description of the anticipated emissions over any expected construction period to be prepared in accordance with Landlord's instructions to ensure that annual emissions of ozone precursors associated with the Improvements or Non- Premises Improvements and their related operations do not exceed a cumulative total of one hundred (100) tons per year. Landlord shall incorporate the Housing CEMP into the NASA ARC CEMP in order to insure the total of all such emissions on the Property does not exceed one hundred (100) tons per year.

Section 1.07 Environmental Reports and Agreements. A list of existing environmental

reports and environmental agreements applicable to the Premises are attached as Exhibit E-1 and Exhibit E-2 to the Lease.

Section 1.08 Non-Premises Improvements.

(a) General.

(i) This section 1.08 applies to all Off-Site Improvements and any and all Infrastructure Improvements (including the relocation of any existing Utility systems (e.g., Switchgear C, existing telecommunication systems, etc.)) or other existing Improvements that, in each case, Tenant has elected to relocate at its sole cost and expense pursuant to sections 2.3 and 2.6(a) of the Lease, whether or not such Improvements are considered Off-Site Improvements (all such Improvements, collectively, the "Non-Premises Improvements"). Non-Premises Improvements are those Improvements that Tenant has determined are necessary to use the Premises for its intended purposes and to realize the full value of the Premises. The Non-Premises Improvements are undertaken by Tenant for Tenant's sole benefit. Tenant shall only be responsible for the Non-Premises Improvements in the event Tenant destroys, damages or relocates any of Landlord's existing Infrastructure on the Premises or the Property pursuant to sections 2.3, 2.6(a) and 8.1 of the Lease. Further, with regards to the Street Improvements, title to such Street Improvements shall be transferred to Landlord pursuant to section l.08(e) only at such time Landlord grants an easement pursuant to 40 U.S.C. § 1314 to Tenant for Tenant's non-exclusive use of the Street Improvements. The length of such easement grant will be for the duration of the remaining Term of the Lease. Tenant shall obtain all necessary permits and approvals, bid, construct, install and pay for all of the Non-Premises Improvements. The Non-Premises Improvements shall be constructed and installed for their intended purposes by Tenant in connection with the completion of the Improvements for the Initial Project as required for the contemplated uses thereof as reasonably determined by the Parties;

(ii) Tenant shall deliver to Landlord at least thirty (30) calendar days' prior notice before the Commencement of Construction of each discreet portion of the NonPremises Improvements which is not located on the Premises. Promptly following receipt of each such notice, Landlord and Tenant shall execute and deliver to each other a Temporary Construction License permitting Tenant to enter such other portions of the Property as is reasonably necessary for such work. Tenant shall not enter the applicable portion of the Property or commence any work thereon until the applicable Temporary Construction License has been executed and delivered. Following the Commencement of Construction of each discreet portion of the Non- Premises Improvements, Tenant shall diligently pursue the applicable construction until completion.

(b) Design and Permits. Tenant shall design each discreet portion of the Non-Premises Improvements and prepare the Design and Construction Documents for the Non-Premises Improvements therefor in accordance with Applicable Laws (including APR 8822.1 and APD 8829.1), Applicable Policy and Guidance Documents and such other specifications or requirements as Landlord may provide to Tenant. All of the Design and Construction Documents for the Non-Premises Improvements and all changes thereto (other than minor field changes) shall be submitted to, and approved by Landlord Representative and the NASA ARC Construction Permit Office. Nothing contained in this section l.08(b) shall be deemed to relieve

Tenant of its obligations to comply with Applicable Laws and Applicable Policy and Guidance Documents with respect to the design of the Non-Premises Improvements, or to obtain further approvals from Landlord in the event of any such change in the design of the Non-Premises Improvements; provided, however, Tenant shall not be obligated to comply with changes in Applicable Laws with respect to Plans in Progress provided: (a) the permit submittal date was prior to the date the Applicable Law became effective, or (b) the change to the Applicable Law is not a retroactive State or Federal requirement. The review, comments, recommendations or approvals by Landlord Representative and the NASA ARC Construction Permit Office on the Design and Construction Documents for the Non-Premises Improvements shall be limited to the particular submittal and shall not be applicable any other requirements of these Construction Provisions.

(c) Construction Contracts. The Construction Contracts to construct and install each discreet portion of the Non-Premises Improvements shall be a separate set of agreements from each other and from the Construction Contracts to construct and install the Improvements. Tenant agrees that the general contractor or construction manager and prime contractors for each discreet portion of the Non-Premises Improvements requires Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In addition, Tenant shall submit the request for proposals for each discreet portion of the NonPremises Improvements to Landlord for its prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. To the extent that the Construction Contract that Tenant proposes to enter into for any discreet portion of the Non-Premises Improvements varies in any material respect from the terms set forth in the request for proposal therefor, such proposed terms shall be submitted by Tenant to Landlord with an explanation thereof, and such terms shall be subject to Landlord's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Parties agree that all Construction Contracts for any portion of the Non- Premises Improvements shall:

(i) Acknowledge that Tenant will be conveying all of its right, title and interest in and to the Non-Premises Improvements to Landlord and, therefore, Landlord (as the prospective owner thereof) shall be inspecting, and testing such Non-Premises Improvements and approving the Work during construction. Third-party inspections may be used to supplement Landlords inspections as provided in sections 1.01, 1.02, and 1.05.

(ii) Provide that all warranties to be provided by manufacturers, contractors or others parties shall be assigned to Landlord upon completion of the applicable NonPremises Improvements without prior consent by such manufacturers, contractors or others parties;

(iii) State that contractors, suppliers and laborers may not have enforceable lien rights under California law against Landlord as owner of the real property on which the Non-Premises Improvements are being constructed;

(iv) Provide for a collateral assignment thereof to Landlord, and the Parties shall execute a collateral assignment of all such Construction Contracts before the Commencement of Construction of such Non-Premises Improvements in a form reasonably acceptable to the Parties (and which shall provide for subordination of Landlord's rights under such collateral assignment to the rights of a Mortgagee (if any)); and

(v) If Landlord exercises its rights under the collateral assignment described in section 1.08(c)(iv) and becomes a party to such Construction Contracts, then Landlord's liability (other than obligations to make payments in accordance with such Construction Contracts) under such Construction Contracts shall be limited as set forth in the Lease, and no contrary or conflicting provision in such Construction Contracts shall be binding upon Landlord; provided, however, Landlord agrees that, except as set forth in Section 1.0l(k) above, it may not require any contractor to provide any payment or performance bond.

(d) Construction and Completion.

(i) During the construction of each discreet portion of the NonPremises Improvements, the NASA ARC Construction Permit Office shall conduct the hold-point and final inspections as set forth in the permits applicable to such NonPremises Improvements.

(ii) The Parties shall, from time to time, conduct periodic progress reviews of the construction of the Non-Premises Improvements. Tenant will submit each request for information or other submissions regarding the Design and Construction Documents for the Non- Premises Improvements to Landlord Representative and the NASA ARC Construction Permit Office.

(iii) In the event that Tenant at any time proposes a change to any of the Design and Construction Documents for the Non-Premises Improvements, Tenant will submit any such proposed change to the NASA ARC Construction Permit Office and the Landlord Representative. Each such proposal shall specify the portion of the Non-Premises Improvements affected, the affected permit documents and include the following information: a reasonably detailed description of the scope of such proposed change, clouded drawings (with an updated revision number) outlining the proposed changes, the reasons for the proposed change, and any other relevant information.

(iv) Promptly following receipt of Tenant's proposed change, Landlord Representative shall notify Tenant of the Additional Information, if any, required in connection with reviewing the proposed change. As promptly as possible following such receipt of Additional Information, if any, Landlord Representative will approve or disapprove the proposed change, which approval will not be unreasonably withheld, conditioned or delayed. Tenant shall reimburse Landlord for Landlord's Full Costs to review each proposed change, which reimbursement shall be made as part of the quarterly payments for Demand Services.

(v) With respect to Technical Submittals, at the time of each permit approval for any discreet portion of the Non-Premises Improvements, Landlord Representative will identify key Technical Submittals required to be approved by Landlord for any such Work. Landlord's approval of Technical Submittals shall follow the procedure in the immediately preceding paragraph.

(e) Closeout Process for Non-Premises Improvements.

(i) Landlord will provide to Tenant a copy of a closeout checklist template

prior to 75 percent completion, a sample of which is attached as Exhibit C-2 herein ("Closeout Checklist"). Prior to seventy-five percent (75%) completion, the Parties are to add/delete critical activities on the Closeout Checklist as necessary to match the project scope, and schedule critical activities and insert planned completion dates in the Closeout Checklist for each critical activity. Tenant is to present the completed Closeout Checklist to Landlord and the Parties shall review the Closeout Checklist during regularly scheduled closeout meetings ("Closeout Meetings").

(ii) Upon Landlord's acceptance of the completed Closeout Checklist, Tenant will lead regular Closeout Meetings beginning at approximately 75 percent project completion. Landlord will determine the frequency of the meetings, which is expected to increase as the project completion draws nearer.

(iii) Using the Closeout Checklist as a Plan of Action and Milestones ("POAM") and basis for discussion, Landlord will review upcoming critical activities and strategies to ensure Work is completed on time. Tenant will coordinate with Landlord any upcoming activities that require Landlord's involvement.

(iv) Landlord will maintain the Closeout Checklist by documenting the actual completion dates as Work is completed and update the Closeout Checklist with revised planned completion dates as necessary to match progress. Landlord will distribute copies of the current Closeout Checklist to attendees at each Closeout Meeting.

(v) Tenant shall deliver to Landlord notice when Tenant reasonably believes that the construction and installation of any discreet portion of the Non-Premises Improvements is complete to permit Landlord to conduct an inspection of the Work with Tenant and its contractors (and develop a punch-list of items to be corrected), to conduct such tests or other inspections of the applicable portion of the Non-Premises Improvements as Landlord may reasonably require, and to approve the Work. Tenant shall notify Landlord prior to commissioning any Non-Premises Improvements and schedule such commissioning activities so as to include Landlord and Landlord's contractors.

(vi) Tenant shall execute, acknowledge and deliver to Landlord, within sixty (60) calendar days after Landlord's written request, such documents as Landlord may reasonably require to transfer title and ownership of the applicable portion of the Non-Premises Improvements to the Government free and clear of all liens and encumbrances, together with project contract close out documents (including Product Data, operations and maintenance manuals, electronic record drawings (both ACAD or Revit format, and pdfs), and equipment matrix (xls format showing all new equipment, product numbers, serial numbers, and contact information) and all warranties and guarantees received by Tenant from manufacturers, contractors or other parties in connection with the construction and installation of such portion of the Non-Premises Improvements. Following Landlord's acceptance of such applicable portion of the Non-Premises Improvements and delivery of such documentation with respect thereto, Tenant shall have no further responsibility with respect thereto and Landlord shall be responsible for the maintenance and repair thereof pursuant to section 8.1 of the Lease. Tenant shall concurrently deliver to Landlord a schedule of values regarding such Non-Premises Improvements to permit Landlord to determine the capital costs of such Non-Premises

Improvements for entry into Landlord's real property and financial records. If Landlord is thereafter audited, Tenant shall provide reasonable supporting documentation evidencing such schedule of values.

(f) Prevailing Wages. Tenant shall require the parties performing construction of the NonPremises Improvements to comply with the Davis-Bacon Act, as amended (40 U.S.C. §§ 31413148), to the extent applicable.

Section 1.09 Subdivision Plan.

(a) In the event Tenant elects to subdivide the Premises into Parcels, Tenant shall submit a Subdivision Plan. Tenant's Subdivision Plan may be modified from time to time so long as it complies with the following requirements:

(i) There shall be not more than twenty (20) Parcels.

(ii) All Parcels shall be reasonable shapes and sizes taking into account the various uses provided for in the Conceptual Development Plan and Tenant's proposed phasing of development;

(iii) The Subdivision Plan cannot propose any buildings or other structures as shown on the Conceptual Development Plan to be located on more than one (1) Parcel.

(iv) All Parcels must include easements or other legal mechanisms for access and infrastructure.

(v) Allocation of the Square Feet and the number of Housing Units across the Parcels must not exceed, in the aggregate, the maximum Entitled Use.

(vi) The allocation of the Square Feet and the number of Housing Units across the Parcels must result in a set of Parcels that can be feasibly developed given the dimension and location of the proposed Parcels.

(vii) Any construction within the parcel shall be constructed per Chapter 5 General Building Heights and Area provisions of current adopted California Building Code (CCR Title 24 Part 2) using the parcel lines as property lines.

Section 1.10 Amendments to the Conceptual Development Plan.

(d) Tenant shall not amend the Conceptual Development Plan without Landlord's prior approval, which approval shall be given or withheld in accordance with this section. If Tenant's proposed amendment to the Conceptual Development Plan would result in either: (i) any increase in the maximum number of Square Feet that may be developed for Retail Spaces and Ancillary Uses and occupied under the Entitled Use, (ii) an increase to the number of Housing Units under the Entitled Use, or (iii) any change in the mix of Permitted Uses allowed for the Improvements developed under the Entitled Use (including Ancillary Uses), then Landlord may grant or withhold its approval in Landlord's sole and absolute discretion. Landlord may also

grant or withhold its approval in its sole and absolute discretion to any proposed amendment to the Conceptual Development Plan that:

(i) would have a material adverse impact on Landlord's infrastructure (including Utilities) serving any portion of the Property other than the Premises;

(ii) would have a material adverse impact on portions of the Property other than the Premises or the users or occupants of such portions of the Property;

(iii) would have a material adverse impact on owners, users or occupants of property in the vicinity of the Property; or does not conform to any requirement of the EIS and ROD (as such documents may be amended from time to time.

EXHIBIT D

Housing EIMP

Exhibit D shall be completed during the Transition Term and this Lease shall be amended to include Exhibit D prior to the Commencement Date of this Lease.

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EXHIBIT E

Schedule of Environmental Disclosures

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EXHIBIT E-1

List of Environmental Agreements

The Parties acknowledge that this Exhibit E-1 may be supplemented [during the Transition Term] and [updated] based on the Environmental Baseline Study.

1. Record of Decision, Fairchild, Intel, and Raytheon Sites Middlefield/Ellis/Whisman (MEW) Study Area Mountain View, California, EPA, dated June 9, 1989.

2. Federal Facility Agreement under CERCLA Section 120 between the EPA, Navy, and the State of California, dated August 1990.

3. Amendment to the Federal Facility Agreement NAS Moffett Field under CERCLA Section 120 between the EPA, Navy, and the State of California, dated December 1993.

4. NASA Moffett Federal Facility Agreement under CERCLA Section 120 between the EPA Region IX, the State of California, and NASA, dated November 2014.

5. Consent Decree, United States of America v. Intel Corporation and Raytheon Company, dated May 9, 1991.

6. Administrative Order for Remedial Design and Remedial Action, in the matter of MEW Study Area, issued by the EPA Docket No. 91-4, dated November 29, 1990.

7. Amendment 91-4A to Administrative Order, Docket Number 91-4 Remedial Design and Remedial Action of the MEW Site Vapor Intrusion Remedy, issued by the EPA, dated September 16, 2011.

8. Record of Decision Amendment for the Vapor Intrusion Pathway, Middlefield-EllisWhisman (MEW) Superfund Study Area, Mountain View Moffett Field, California, EPA Region 9, August 16, 2010.

EXHIBIT E-2

List of Environmental Reports

The Parties acknowledge that this Exhibit E-2 may be supplemented during the Transition Term and updated based on the Environmental Baseline Study.

1. NASA Ames Development Plan Final Programmatic Environmental Impact Statement, July 2002.

2. Record of Decision, NASA Ames Development Plan Environmental Impact Statement, November 2002.

3. Final Environmental Issues Management Plan for NASA Research Park Moffett Field, March 2005.

4. Final Environmental Assessment Moffett Field Comprehensive Use Plan, August 1994.

5. NASA Ames Research Center Environmental Resources Document, March 2015.

6. Environmental Baseline Survey Parcel 5, Harding Lawson Associates, October 18, 2000.

7. Environmental Baseline Survey Parcels 2, 3, 4, 6 and 7, Harding ESE, October 3, 2001.

8. Final Lead Impacted Soil Summary Report and Sampling and Removal Action Workplan NASA Research Park, Harding ESE, July 25, 2002.

9. Lead Impacted Soil Sampling and Removal Action Work-plan Implementation Initial Soil Sample Results NASA Research Park, Mactec, January 28, 2003.

10. Closure Letter for Underground Storage Tank 57, Moffett Federal Airfield, Moffett Field, California (Regional Water Board Case No. 43D9012) from the Regional Water Board to the Navy, dated July 10, 2003.

11. Uniform Case Closure Letter, Former Underground Storage Tank 58, Former Naval Air Station Moffett Field, Santa Clara County, Regional Water Board Case No. 43D9029 from the Regional Water Board to the Navy, dated January 16, 2013.

12. Lead and Asbestos Reports for the buildings on the Premises.

EXHIBIT E-3

Environmental Baseline Study/Disclosure of Existing Environmental Conditions

Exhibit E-3 shall be completed during the Transition Term and this Lease shall be amended to include Exhibit E-3 prior to the Commencement Date of this Lease.

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EXHIBIT E-4

Record of Decision

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EXHIBIT F

Housing Natural Resources Management Plan

Exhibit F shall be completed during the Transition Term and this Lease shall be amended to include Exhibit F prior to the Commencement Date of this Lease.

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EXHIBIT G

Housing Management Plan

All capitalized terms not defined herein shall have the same definitions as set forth in the Lease. This Housing Management Plan may be changed at any time by the mutual agreement of Landlord and Tenant.

GENERAL POLICIES

1. Tenant will offer, or cause to be offered, the Housing Units for occupancy to residents who meet Tenant’s screening requirements (“Permitted Residents”). Such occupancy may include short-term occupancy.

2. All Housing Units will be offered to Permitted Residents without discrimination on the basis of race, color, sex, creed, religion, national origin, physical or mental disability, familial status, age, marital status, source of income, sexual orientation, gender identity or other similar characteristics, including any category or characteristic protected under the Fair Housing Act.

3. Tenant will designate each of the Housing Units as one of the following three categories:

a. Affordable Housing Units: Eligibility for certain Housing Units will be restricted based upon household income relative to Area Median Income (“AMI”) for Santa Clara County. Tenant will designate 10% of the Housing Units in the Housing Project as “Reserved 80% AMI Units” and 3% of the Housing Units in the Housing Project as “Reserved 120% AMI Units.” The Reserved 80% AMI Units and the Reserved 120% AMI Units shall collectively be referred to as the “Affordable Housing Units.” These Affordable Housing Units will be managed and marketed as detailed in the “Management of Affordable Housing Units” section below.

b. Ames-Preferred Market-Rate Units: Tenant will designate at least forty-five percent (45%) of the Housing Units (“Ames-Preferred Market-Rate Units Minimum Percentage”) initially as “Ames-Preferred Market-Rate Units.” These Ames-Preferred Market-Rate Units will be managed and marketed as detailed in the “Management of Ames-Preferred Market-Rate Units” section below. The percentage of Housing Units designated as Ames-Preferred Market-Rate Units may be adjusted by mutual agreement of the Parties. On an annual basis, representatives from Tenant and Landlord will meet to discuss whether it would be appropriate to adjust (up or down) the percentage of Housing Units designated as Ames-Preferred Market-Rate Units based upon the number of actual leases signed by people from the “Landlord-Managed Waiting List” (as defined below), the number of people on the Landlord-Managed Waiting List, and/or other relevant data.

c. Market-Rate Units: All Housing Units not classified as Affordable Housing Units or Ames-Preferred Market-Rate Units shall be classified as “Market-Rate Units.”

4. Tenant may elect to modify which Housing Units are designated as each category type (i.e., Affordable Housing Units, Ames-Preferred Market-Rate Units, or Market-Rate Units) provided that the percentage of the Housing Units classified as Affordable Housing Units and Ames-Preferred Market-Rate Units (as a portion of the total number of Housing Units) is not reduced as a result of such modification.

5. The Affordable Housing Units will be distributed throughout the Premises, such that each Parcel will have a minimum of 5% Affordable Housing Units and a maximum of 18% Affordable Housing Units in any given Parcel. Further, for the Initial Housing Phase, Tenant shall designate a minimum of 10% of the Housing Units as Reserved 80% AMI Units and a minimum of 3% of the Housing Units as Reserved 120% AMI Units.

6. The Ames-Preferred Market Rate Units will be distributed throughout the Premises and a proportionate share of each Phase of Improvements will be allocated to the Ames-Preferred Market Rate Units such that the total number of Ames-Preferred Market Rate Units does not drop below the required Ames-Preferred Market-Rate Units Minimum Percentage. Further, Tenant shall designate at least 80% of the Initial Housing Phase as Ames-Preferred Market Rate Units.

MANAGEMENT OF AFFORDABLE HOUSING UNITS – Housing Units for residents qualifying based on household income relative to AMI

Preference Sequence 1:

1. NASA civil servants, other Federal employees, and employees of non-appropriated fund instrumentalities (“NAFI”) who (a) work on the Property and (b) have household incomes equal to or less than 80% AMI (for Reserved 80% AMI Units) or equal to or less than 120% AMI (for Reserved 120% AMI Units) under the Santa Clara County Income and Rent Limits Based on the California Department of Housing and Community Development (HCD) Hold Harmless Limits.

2. Employees of Tenant or Tenant Affiliates who (a) work on the Property and (b) have household incomes equal to or less than 80% AMI (for Reserved 80% AMI Units) or equal to or less than 120% AMI (for Reserved 120% AMI Units) under the Santa Clara County Income and Rent Limits Based on the California HCD Hold Harmless Limits.

3. Employees of other organizations who (a) work on the Property and (b) have household incomes equal to or less than 80% AMI (for Reserved 80% AMI Units) or equal to or less than 120% AMI (for Reserved 120% AMI Units) under the Santa Clara County Income and Rent Limits Based on California HCD Hold Harmless Limits.

4. Students who are (a) enrolled at Carnegie Mellon University, Singularity University, or other educational institutions/organizations located on the Property and (b) have household incomes equal to or less than 80% AMI (for Reserved 80% AMI Units) or equal to or less than 120% AMI (for Reserved 120% AMI Units) under the Santa Clara County Income and Rent Limits Based on California HCD Hold Harmless Limits.

5. State, county, or municipal government employees, firefighters, police officers, or teachers who (a) work within a 20-mile radius of the Property and (b) have household incomes equal to or less than 80% AMI (for Reserved 80% AMI Units) or equal to or

less than 120% AMI (for Reserved 120% AMI Units) under the Santa Clara County Income and Rent Limits Based on California HCD Hold Harmless Limits.

6. All others who have household incomes equal to or less than 80% AMI (for Reserved 80% AMI Units) or equal to or less than 120% AMI (for Reserved 120% AMI Units) under the Santa Clara County Income and Rent Limits Based on California HCD Hold Harmless Limits.

7. Any other Permitted Resident

Procedures for Preference Sequence 1:

1. The rents charged for each type of Affordable Housing Unit (studio, 1BR, 2BR, 3BR, etc.) will be at or below the rent limits under the “Santa Clara Income and Rent Limits Based on the California HCD Hold Harmless Limits” for households of the applicable size for the relevant Affordable Housing Unit based on a household income equal to 80% AMI (for Reserved 80% AMI Units) or equal to or less than 120% AMI (for Reserved 120% AMI Units) for a household of such size.

2. Tenant (or its designee) shall manage a waitlist of applicants who are ready, willing and able to lease the Affordable Housing Units but who are not currently able to do so due to unit availability of the Affordable Housing Units (the “Affordable Housing Unit Waitlist”). The Affordable Housing Unit Waitlist shall be administered on a firstcome, first-serve basis.

3. Tenant may elect to make the Affordable Housing Unit Waitlist available online or through other reasonable methods, in its discretion. Based upon the level of demand and the availability of Affordable Housing Units, Tenant may elect to limit the Affordable Housing Unit Waitlist to one or more of the highest priority levels within Preference Sequence 1, so long as Tenant does not the change the order of priority set forth in Preference Sequence 1.

4. Tenant will determine when the Affordable Housing Unit Waitlist will be open for new applicants. If the Affordable Housing Unit Waitlist is not continuously open for new applicants, Tenant will notify Landlord prior to re-opening the Affordable Housing Unit Waitlist for new applicants and prior to opening the Affordable Housing Unit Waitlist to any priority level to which the Affordable Housing Unit Waitlist was not previously open.

5. Tenant may elect to create a separate Affordable Housing Unit Waitlist per unit type (e.g., studios, 1BR, 2BR, 3BR, etc.) and may elect to create separate versions of the Affordable Housing Unit Waitlists for the Reserved 80% AMI Units and for the Reserved 120% AMI Units.

6. The Affordable Housing Unit Waitlist for Preference Sequence 1 applicants will be utilized until the list is exhausted and no more applicants who qualify as a Permitted Resident remain.

7. If the Affordable Housing Unit Waitlist of Preference Sequence 1 applicants of a particular unit type is exhausted, Tenant may rent the unit to any Permitted Resident who would qualify to be on the Affordable Housing Unit Waitlist of Preference Sequence 1 applicants for that unit type.

8. Applicants will be required to provide supporting documentation, including affidavits and certificates, confirming they qualify as Permitted Residents under Preference Sequence 1 requirements and to pay all applicable fees established by Tenant for such applicants when applying. Tenant may require that Applicants who wish to remain on the Affordable Housing Unit Waitlist update and resubmit such supporting documentation from time to time to confirm that they continue to qualify as Permitted Residents under Preference Sequence 1.

9. Each application will be time and date stamped to establish the order received (and thus the order on the Affordable Housing Unit Waitlist).

10. Once selected from the Affordable Housing Unit Waitlist, an applicant will be notified of unit availability and will be required to complete all remaining documentation and may be required pay the first month’s rent, deposits, and fees to secure the unit.

11. When an Affordable Housing Affordable Housing Unit will be becoming available, Tenant may elect to notify multiple applicants in groups according to the Waitlist.

12. Applicants within a notified group of applicants will have 48 hours (or such other time as Tenant may choose to establish) from the time they are notified regarding unit availability (the “Allowable Response Time”) to respond to maintain their position on the Affordable Housing Unit Waitlist.

o The first Permitted Resident within a group of notified applicants to return all signed documentation and make all required payments to secure the Affordable Housing Unit, will have the right to rent the applicable Affordable Housing Unit.

o If an applicant responds within the Allowable Response Time but responds after the available Affordable Housing Affordable Housing Unit is secured by another applicant on the Affordable Housing Unit Waitlist, that applicant will maintain their current position on the Affordable Housing Unit Waitlist.

o If an applicant does not respond within the Allowable Response Time, the applicant may be removed from the Affordable Housing Unit Waitlist in Tenant’s sole and absolute discretion.

13. Tenant may require applicants to take possession of any Affordable Housing Unit within three (3) calendar days of its available move-in date (or such other deadline as Tenant may choose to establish) to secure such Affordable Housing Unit. If Tenant has notified applicants of such requirement and the applicable applicant fails to timely take possession of the applicable Affordable Housing Unit, then, at Tenant’s election, in its sole and absolute discretion, such applicant shall lose the right to rent such Affordable Housing Unit and be removed from the Affordable Housing Unit Waitlist.

Qualifications for Preference Sequence 1

● All households participating in this program must certify to Tenant during the application process, and on an annual basis recertify, their income eligibility on an annual basis in accordance with the Santa Clara County Income and Rent Limits Based on State HCD Hold Harmless Limits housing policy.

MANAGEMENT OF AMES-PREFERRED MARKET-RATE UNITS

Preference Sequence 2:

1. Permitted Residents selected by Landlord based upon a Landlord-managed waitlist that gives priority to Permitted Residents whose households include at least one member who works or studies on the Property.

2. Any other Permitted Resident as determined by Tenant.

Marketing Procedures (AMES-PREFERRED MARKET-RATE UNITS)

1. Landlord shall, at no cost to Tenant, have the option to create, manage, and maintain a waitlist of Permitted Residents (the “Landlord-Managed Waitlist”) whose households include at least one member who works or studies on the Property who desire market-rate housing in the Housing Project in any of the Ames-Preferred Market-Rate Units, in accordance with all Applicable Laws, including but not limited to the Fair Housing Act. (Under no circumstance will Tenant be required to create, manage, or maintain such a waitlist.) Prior to including any potential tenant on such waitlist, Landlord shall confirm with Tenant that each person in the potential tenant’s household is a Permitted Resident by submitting, or causing to be submitted, to Tenant all application information, documentation, and fees for such potential tenant that are then-customarily required by Tenant in connection applications for UnrestrictedMarket Rate Units. Provided all such materials and fees are submitted to Tenant, Tenant shall, within a reasonable time period thereafter, inform Landlord whether or not all persons in the household of the prospective residential tenant are Permitted Residents and are therefore eligible for Landlord’s waitlist.

2. If Landlord elects not to create (or not to continue to actively manage and maintain) the Landlord-Managed Waitlist, all remaining Ames-Preferred Market-Rate Units will automatically convert to Market-Rate Units.

3. Upon determining that an Ames-Preferred Market-Rate Unit (or at Tenant’s sole discretion, a Market-Rate Unit) is (or will be becoming) available for occupancy, Tenant (or its designee) will notify Landlord of the unit that is (or is becoming) available and will provide the expected availability date for the unit and the expected market rent, fees, and deposits for the unit at the time (an “Availability Notification”).

4. Within twenty-four (24) hours of a working business day, Tenant (or its designee) providing an Availability Notification, Landlord will either (1) notify Tenant that it does not have any Permitted Residents on its waitlist who will be taking the AmesPreferred Market-Rate Unit (a “Waitlist Pass”) OR (2) provide Tenant a Permitted Resident who has already (or who prior to the end of the twenty-four (24) hours will have) (A) paid whatever payments Tenant requires to secure the Ames-Preferred Market-Rate Unit (which may include, but are not limited to, the first month’s rent, security deposit, a hold fee, or other fees) and (B) executed any paperwork or legal agreements that Tenant requires to secure the Ames-Preferred Market-Rate Unit. If

Landlord fails to respond within twenty-four (24) hours of a working business day after receiving an Availability Notification, the Availability Notification shall be deemed to have resulted in a Waitlist Pass.

5. If an Availability Notification results in a Waitlist Pass, Tenant (or its designee) may market the Ames-Preferred Market-Rate Unit as though it were a Market-Rate Unit until the vacancy is filled. For the avoidance of doubt, Tenant shall not be required to provide a new Availability Notification or otherwise re-notify Landlord if Tenant later chooses to reduce rent, increase concessions, change required fees or deposits, etc. for a particular Ames-Preferred Market-Rate Unit.

MANAGEMENT OF MARKET-RATE UNITS

Tenant shall operate, market and manage the Market-Rate Units in a manner determined by Tenant in Tenant’s business judgment and in accordance with the terms of the Lease.

Housing MIMP

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EXHIBIT H

EXHIBIT I

Housing TDM Plan

Exhibit I shall be completed during the Transition Term and this Lease shall be amended to include Exhibit I prior to the Commencement Date of this Lease.

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EXHIBIT J

Schedule of Landlord Reserved Spaces

Exhibit J shall be completed during the Transition Term and this Lease shall be amended to include Exhibit J prior to the Commencement Date of this Lease.

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EXHIBIT K

Maintenance Costs of Off-Site Improvements

Exhibit K shall be completed during the Initial Development Term and this Lease shall be amended to include Exhibit K.

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EXHIBIT M

MEW Coordination Agreement

Exhibit M shall be completed during the Transition Term and this Lease shall be amended to include Exhibit M prior to the Commencement Date of this Lease.

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EXHIBIT N

List of NASA ARC Regulations

Exhibit N shall be completed during the Transition Term and this Lease shall be amended to include Exhibit N prior to the Commencement Date of this Lease

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EXHIBIT O

Master Utility Plan

[Draft Provided as Separate Document/Under Discussion]

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EXHIBIT P

Schedule of Existing Tenant Agreements

EXHIBIT P to the Lease

Schedule of Existing Tenant Agreements

1. Enhanced Use Lease by and between NASA and Bloom Energy Corporation, a Delaware corporation, dated December 5, 2011 (SAA2-402658), as may be amended from time to time.

2. Enhanced Use Lease by and between NASA and Higher Ground, LLC, a California limited liability corporation, dated February 15, 2016 (SAA2-403080), as amended.

The following Tenant Agreements have expired as of the Amendment Effective Date

1. Enhanced Use Lease by and between NASA and Made in Space, Inc. a California corporation, dated June 27, 2014 (SAA2-402914), as amended.

2. Enhanced Use Lease by and between NASA and Game Changers, LLC, a Delaware Limited liability Company, dated November 6, 2012 (SAA2-402736), as amended.

3. Enhanced Use Lease by and between NASA and AECOM Technical Service, Inc. a California corporation, LLC, dated June 29, 2011 (SAA2-402631), as amended.

4. Enhanced Use Lease by and between NASA and Singularity University, a California corporation, dated February 15, 2016 (SAA2-403094), as amended.

5. Enhanced Use Lease by and between NASA and ISPACE Technologies U.S., Inc, a Delaware corporation, dated November 9, 2016 (SAA2-403186), as amended.

6. Enhanced Use Lease by and between NASA and ZEUS Direct, LLC, a Delaware limited liability corporation, dated August 1, 2016 (SAA2-403166), as amended.

7. Enhanced Use Lease by and between NASA and DII, LLC, an Oklahoma limited liability corporation, dated July 1, 2018 (SAA2-403424).

8. Enhanced Use Lease by and between NASA and LOGYX, LLC, a Delaware limited liability company, dated July 11, 2013 (SAA2-402785), as amended.

9. Enhanced Use Lease by and between NASA and FLIRTEY, INC, LLC, a Delaware corporation, dated September 1, 2018 (SAA2-403406).

The following Agreements remain in effect, but the CA ANG has vacated out its Temporary Use Area (a portion of which was located on the Premises) prior to the Amendment Effective Date

1. Permit to United States Air Force from NASA Ames Research Center regarding The California Air National Guard 129th Rescue Wing Cantonment Area and Related Facilities, dated September 30, 2009 (SAA2-402604).

2. Memorandum of Understanding Between NASA, Ames Research Center, and California Air National Guard 129th Rescue Wing, dated September 30, 2009 (SAA2402605), as amended.

EXHIBIT P-1

CANG Permitted Area

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Diagram of Existing Tenant Agreements

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P-2

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EXHIBIT Q

Retail Management Plan

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EXHIBIT R

Off-Site Improvements

Exhibit R shall be completed during the Transition Term and this Lease shall be amended to include Exhibit R prior to the Commencement Date of this Lease.

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EXHIBIT S

Support Agreement

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EXHIBIT T

Form of Temporary Construction License

Exhibit T shall be completed during the Transition Term and this Lease shall be amended to include Exhibit T prior to the Commencement Date of this Lease.

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EXHIBIT U

Building Height Restrictions

Exhibit U shall be completed during the Transition Term and this Lease shall be amended to include Exhibit U prior to the Commencement Date of this Lease.

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EXHIBIT

V

Demolition Plan

Exhibit V shall be completed during the Transition Term and this Lease shall be amended to include Exhibit V prior to the Commencement Date of this Lease.

MVHV Housing EULA

SAA2 – 403430

EXHIBIT W

Infrastructure Improvements

*Exhibit W shall be completed during the Transition Term and this Lease shall be amended to include Exhibit W prior to the Commencement Date of this Lease.

RAF LAW DISCUSSION - Purpose of Exhibit W

Exhibit W to the Lease, entitled “Infrastructure Improvements”, is referenced repeatedly in the Lease as the document (or exhibit) that sets forth the terms, conditions, process, procedure, rights and obligations of Landlord and Tenant (and, if drafted properly, each Mortgagee) in provisions relating to Tenant’s surrender of the Premises to Landlord on the “Expiration Date” (the earlier to occur of 70 years following the Commencement Date and the termination of the Lease).

For the reasons explained below, we believe that the purpose of Exhibit W was to delineate and allocate post-termination rights and responsibility for Infrastructure Improvements installed by Tenant, but not yet at the end of its useful life or in need of repair or replacement at the time of such early Lease termination. While Section 3.5(c) appears to grant to Tenant ownership rights to the “Infrastructure Improvements” and the ability to monetize those rights, the provisions do not address, for instance, whether MVHV retains any ongoing obligations or liability for the “Infrastructure Improvements”, the process for Tenant to sell, transfer or otherwise deal with the Infrastructure Improvements), and it is difficult to reconcile what appear to be internally inconsistent provisions about treatment of Tenant’s property after lease expiration or termination.

Most importantly – the definition of “Infrastructure Improvements” (and a number of other similar defined terms in the Lease and Exhibits) must be mutually delineated, listed, and agreed upon by Landlord and Tenant. This is not only an ownership and liability issue for MVHV, it will also define what “collateral” Tenant may be able to offer a Lender for a financing transaction. (Perhaps utility infrastructure is not the best example, but the concept is there!)

The relevant provisions (although not necessarily exhaustive) are:

Recital G – as of Expiration Date, title to the Project shall be transferred from Tenant to a successor tenant (as determined through a subsequent solicitation procedure)

Section 3.5(c) – if Tenant has substantially completed the “Infrastructure Improvements” or discrete portions thereof, upon a termination of the Lease [“in accordance with Section 3.5 or otherwise”], Tenant shall retain title to, and ownership of, the then-constructed Infrastructure Improvements located on the Premises and shall have the right to transfer, sell or otherwise recover its costs with respect to same from any then-current or future tenant, user or occupant of the

Premises or any of such Infrastructure Improvements, all in accordance with the terms and provisions of Exhibit W.

Section 14.2 (Termination; Event of Default) - Tenant’s right to possession shall terminate and this Lease shall terminate and the provisions of section 3.5 (Surrender) shall apply. Upon termination, Landlord shall have certain rights [subject, in all events, to the terms and provisions of Exhibit W with respect to the Infrastructure Improvements]. Furthermore, as consideration in satisfaction of all future unpaid Rent for the balance of the Term after termination, Tenant agrees that all Tenant’s right, title and interest in and to all of the Improvements on the Premises, [other than the Infrastructure Improvements as described on Exhibit W], shall be vested in the Government and shall be the sole and exclusive property of the Government, and the provisions of section 3.5 shall apply.

The provisions of Exhibit C (Construction Provisions) and Exhibit O (Master Utility Plan) also fill in important information gaps for the Project, and we are still evaluating any discrepancies with the Lease.

While the MVHV team may know most of the answers to the questions/comments raised in the Lease and the Exhibits, it is important that the Lease and the Exhibits do not contain overlapping or potentially inconsistent defined terms or substantive provisions.