SUBLEASE BETWEEN DROPBOX, INC. AND LYFT, INC. 185 BERRY STREET, WHARFSIDE BUILDING SAN FRANCISCO, CALIFORNIA Portion of 3rd and the entire 5th Floor

Exhibit 10.15

SUBLEASE

BETWEEN

DROPBOX, INC.

AND

LYFT, INC.

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Portion of 3rd and the entire 5th Floor

SUBLEASE

THIS SUBLEASE (“Sublease”) is entered into as of February 23, 2016 (the “Effective Date”), by and between DROPBOX, INC., a Delaware corporation (“Sublandlord”) and LYFT, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:

A. Pursuant to that certain Office Lease dated as of June 13, 2011 (the “Original Master Lease”), as the same has been amended by that certain First Amendment to Office Lease dated as of July 1, 2013 (the “First Amendment”), by that certain Second Amendment to Office Lease dated as of January 17, 2014 (the “Second Amendment”) and by that certain Third Amendment to Office Lease dated as of June 30, 2015 (the “Third Amendment”; the Original Master Lease, as amended by the First Amendment, the Second Amendment and the Third Amendment, being referred to herein as the “Master Lease”), China Basin/San Francisco, LLC (“Landlord”), as Landlord, leases to Sublandlord, as tenant, certain space (the “Master Lease Premises”) consisting of 213,046 rentable square feet (“RSF”) consisting of (i) Suite 400 comprising the entire fourth (4th) floor of the “▇▇▇▇▇ Building” located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇ Building”), containing 85,591 RSF (the “Original Master Lease Premises”), (ii) Suite 550 on the 5^th floor of the ▇▇▇▇▇ Building containing 16,801 RSF (the “First Expansion Space”), (iii) Suite 3400 on the 3^rd floor of the “Wharfside Building” located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Wharfside Building”, and such Suite, being “Suite 3400”), containing 24,607 RSF, and (iv) Suite 5000, comprising the entire 5^th floor of the Wharfside Building, containing 86,047 RSF (“Suite 5000” and, together with Suite 3400, the “Second Expansion Space”).

B. Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes to sublease to Subtenant, a portion of the Master Lease Premises, containing approximately 110,654 RSF in the Wharfside Building consisting of the Second Expansion Space, said space being more particularly identified and described on the floor plans attached hereto as Exhibit A-1 and Exhibit A-2 and incorporated herein by reference (and hereinafter collectively referred to as the “Subleased Premises”).

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, Sublandlord and Subtenant hereby agree as follows:

1. Sublease. Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord for the term, at the rental, and upon all of the conditions set forth herein, the Subleased Premises.

2. Term.

(a) Generally. The term of this Sublease (the “Term”) shall commence on the date (the “Commencement Date”) that is the latest to occur of (w) May 1, 2016 (the “Scheduled Commencement Date”), (x) the date that Sublandlord delivers possession of the Subleased Premises to Subtenant, (y) the date upon which Sublandlord procures Landlord’s consent to this Sublease (the “Consent”, and the date upon which Sublandlord procures the Consent being the “Consent Date”), and (z) the date that is ten (10) days after the Early Access Date (defined in Section 2(c) below) and end on January 31, 2023 (the

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“Expiration Date”), unless sooner terminated pursuant to any provision hereof. Upon the determination of the Commencement Date, Sublandlord and Subtenant will enter into a letter agreement in the form of Exhibit B attached hereto (if the Commencement Date is other than the Scheduled Commencement Date (or if Sublandlord elects to advance the Scheduled Commencement Date as described in Section 2(c) below), such letter agreement will additionally restate the schedule of Base Rent (defined in Section 3.1(a) below).

(b) Outside Date for Consent. Sublandlord and Subtenant acknowledge that this Sublease is subject to Landlord’s Consent as required by the terms of the Master Lease. Sublandlord agrees that if the Consent is not obtained by May 1, 2016 (the “Outside Consent Date”), Subtenant shall be entitled for the period commencing on the Outside Consent Date and ending on the date immediately preceding the Commencement Date, to a credit against Base Rent in the amount of one (1) day’s Base Rent for the Subleased Premises for each day of delay accruing during such period. Additionally, if the Consent is not obtained and the Subleased Premises delivered to Subtenant by June 1, 2016 (the “Outside Trigger Date”), Subtenant shall have the right, in its sole and absolute discretion, to terminate this Sublease by written notice delivered to Sublandlord within ten (10) days following the Outside Trigger Date, and upon such termination, Sublandlord shall immediately return to Subtenant all prepaid Rent (defined below) and the Letter of Credit (defined below). The Outside Consent Date and the Outside Trigger Date will each, however, be delayed on a day-for-day basis for each day that the Commencement Date is delayed (x) due to Force Majeure (defined in the Master Lease) or (y) by the acts or omissions of Subtenant (including Subtenant’s refusal to execute Landlord’s form of Consent). Notwithstanding the foregoing, if the Consent has not been obtained by July 1, 2016, then this Sublease shall be automatically terminated.

(c) Adjustments. Notwithstanding the provisions of Section 2(a) above, Sublandlord shall have the right to advance the Scheduled Commencement Date to April 1, 2016 by irrevocable written notice delivered to Subtenant on or before March 1, 2016; provided, however, that the Consent shall have been obtained from Landlord prior to such earlier Commencement Date.

(d) Early Access. Additionally, Subtenant and Subtenant’s representatives shall have the right to enter the Subleased Premises from and after the later to occur of (i) the Consent Date, (ii) the date upon which Subtenant delivers to Landlord (A) the pre-paid Base Rent required pursuant to Section 3.1(a) below, (B) the Letter of Credit and (C) evidence of Subtenant’s procurement of all insurance coverage required hereunder and (iii) the date that is ten (10) days prior to the Commencement Date (the date upon which Subtenant first has such access to the Subleased Premises being referred to herein as the “Early Access Date”) for the sole purposes of installation of Subtenant’s personal property and equipment, furniture, fixtures and voice and data cabling, all subject to the terms, conditions and requirements of the Master Lease. All of the rights and obligations of the parties under this Sublease (other than Subtenant’s obligation to pay Base Rent, but expressly including without limitation Subtenant’s obligation to pay excess utility charges, carry insurance, and indemnification obligations) shall commence upon the Early Access Date. Subtenant shall coordinate such entry with Sublandlord, and such entry shall be made in compliance with all terms and conditions of this Sublease, the Master Lease (to the extent incorporated herein) and the rules and regulations attached to the Master Lease.

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3. Rent Payments.

3.1 Base Rent. Subtenant shall pay to Sublandlord as base rent for the Subleased Premises during the Term (“Base Rent”) the following:

Base Rent shall be paid in advance on the first day of each month of the Term, except that Subtenant shall pay one (1) month’s Base Rent (i.e., $700,808.67) to Sublandlord upon execution of this Sublease and delivery of this Sublease to Sublandlord; said pre-paid Base Rent will be applied to the first (1st) month’s Base Rent due and payable hereunder. If the Term does not begin on the first day of a calendar month or end on the last day of a month, the Base Rent and Additional Rent (hereinafter defined) for any partial month shall be prorated by multiplying the monthly Base Rent and Additional Rent by a fraction, the numerator of which is the number of days of the partial month included in the Term and the denominator of which is the total number of days in the full calendar month. All Rent (hereinafter defined) shall be payable in lawful money of the United States, by ACH transfer, to Sublandlord as follows:

JPMorgan Chase Bank

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Routing & Transit #:

SWIFT Code:

For Credit of: Dropbox, Inc.

Account #:

Please direct any questions or inquiries via email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or to such other persons or at such other places as Sublandlord may designate in writing.

3.2 Operating Costs.

(a) Definitions. For purposes of this Sublease and in addition to the terms defined elsewhere in this Sublease, the following terms shall have the meanings set forth below:

(1) “Additional Rent” shall mean the sums payable pursuant to Section 3.2(b) below.

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(2) “Applicable Portion of the Master Lease Premises” shall mean the Second Expansion Space (110,654 RSF).

(3) “Base Operating Costs” shall mean Operating Costs payable by Sublandlord to Landlord for the Applicable Portion of the Master Lease Premises during the Base Year.

(4) “Base Year” shall mean the calendar year 2016.

(5) “Operating Costs” shall mean Direct Expenses, as said term is defined in the Master Lease, charged by Landlord to Sublandlord for the Applicable Portion of the Master Lease Premises pursuant to the Master Lease.

(6) “Rent” shall mean, collectively, Base Rent, Additional Rent, and all other sums payable by Subtenant to Sublandlord under this Sublease, whether or not expressly designated as “rent”, all of which are deemed and designated as rent pursuant to the terms of this Sublease.

(7) “Subtenant’s Percentage Share” shall mean 100%.

(b) Payment of Additional Rent. In addition to the Base Rent payable pursuant to Section 3.1 above, from and after the expiration of the Base Year, for each calendar year of the Term, Subtenant shall pay, as Additional Rent, Subtenant’s Percentage Share of the amount by which Operating Costs payable by Sublandlord for the then current calendar year exceed Base Operating Costs. Sublandlord shall provide Subtenant with written notice of Sublandlord’s estimate of the amount of Additional Rent per month payable pursuant to this Section 3.2(b) for each calendar year after the Base Year promptly following the Sublandlord’s receipt of Landlord’s estimate of the Operating Costs payable under the Master Lease. Thereafter, the Additional Rent payable pursuant to this Section 3.2(b) shall be determined and adjusted in accordance with the provisions of Section 3.2(c) below.

(c) Procedure. The determination and adjustment of Additional Rent payable hereunder shall be made in accordance with the following procedures:

(1) Delivery of Estimate; Payment. Upon receipt of a statement from Landlord specifying the estimated Operating Costs to be charged to Sublandlord under the Master Lease with respect to each calendar year following the Base Year, or as soon after receipt of such statement as practicable, Sublandlord shall give Subtenant written notice of its estimate of Additional Rent payable under Section 3.2(b) for the ensuing calendar year, which estimate shall be prepared based on the estimate received from Landlord (as Landlord’s estimate may change from time to time) (“Estimated OpEx Statement”), together with a copy of the statement received from Landlord. On or before the first day of each month during each calendar year following the Base Year, Subtenant shall pay to Sublandlord as Additional Rent one-twelfth (1/12th) of such estimated amount together with the Base Rent.

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(2) Sublandlord’s Failure to Deliver Estimate. In the event Sublandlord’s Statement is not given on or before December of the calendar year preceding the calendar year for which Sublandlord’s Statement is applicable, then until the calendar month after the Estimated OpEx Statement is delivered by Sublandlord, Subtenant shall continue to pay to Sublandlord monthly, during the ensuing calendar year, estimated payments equal to the amounts payable hereunder during the calendar year just ended. Upon receipt of any such post-December Estimated OpEx Statement Subtenant shall (i) commence as of the immediately following calendar month, and continue for the remainder of the calendar year, to pay to Sublandlord monthly such new estimated payments and (ii) if the monthly installment of the new estimate of such Additional Rent is greater than the monthly installment of the estimate for the previous calendar year, pay to Sublandlord within thirty (30) days of the receipt of such updated Estimated OpEx Statement an amount equal to the difference of such monthly installment multiplied by the number of full and partial calendar months of such year preceding the delivery of such notice.

(d) Year End Reconciliation. Within thirty (30) days following the receipt by Sublandlord of a final statement of Operating Costs from Landlord with respect to each calendar year following the Base Year, Sublandlord shall deliver to Subtenant a statement of the adjustment to be made pursuant to Section 3.2 above for the calendar year just ended, together with a copy of any corresponding statement received by Sublandlord from Landlord (the “Annual Operating Cost Statement”). If on the basis of such the Annual Operating Cost Statement Subtenant owes an amount that is less than the estimated payments actually made by Subtenant for the calendar year just ended, Sublandlord shall credit such excess to the next payments of Rent coming due or, if the term of this Sublease is about to expire, promptly refund such excess to Subtenant. If on the basis of such the Annual Operating Cost Statement Subtenant owes an amount that is more than the estimated payments for the calendar year just ended previously made by Subtenant, Subtenant shall pay the deficiency to Sublandlord within thirty (30) days after delivery of the Annual Operating Cost Statement from Sublandlord to Subtenant. Sublandlord’s failure to timely deliver the Annual Operating Cost Statement will not diminish or nullify Subtenant’s obligation to pay (or Sublandlord’s obligation to refund to Subtenant) any reconciliation amount owed as a result of the calculations contained in the Annual Operating Costs Statement as described herein.

(e) Reliance on Landlord’s Calculations. In calculating Operating Costs payable hereunder by Subtenant, Sublandlord shall have the right to rely upon the calculations of Landlord made in determining Direct Expenses pursuant to the provisions of the Master Lease and Subtenant shall have no direct right to audit or review Landlord’s calculation of Direct Expenses.

(f) Audit. Notwithstanding the foregoing provisions of Section 3.2(e), if, following Sublandlord’s delivery to Subtenant of an Annual Operating Cost Statement, Subtenant reasonably disputes any amount set forth in the Landlord’s Statement upon which Sublandlord’s Annual Operating Cost Statement is based, and provided that (A) Sublandlord has not previously exercised its right, set forth in the Master Lease, to review Landlord’s books and records with respect to such Statement; and (B) Subtenant notifies Sublandlord, within sixty (60) days following Sublandlord’s delivery of Sublandlord’s Annual Operating Cost Statement to Subtenant of Subtenant’s desire to cause Sublandlord to exercise such review right; and (C) there is sufficient time remaining, as of the date of Subtenant’s notice to Sublandlord, in which to complete a review of Landlord’s books and records on which Landlord’s Statement is based prior to the expiration of the six (6) month deadline described in Section 4.6 of the Original Master Lease, then, provided further that Subtenant has timely paid

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(and continues to pay) all amounts due hereunder and is not in Default under this Sublease, Sublandlord will notify Landlord, pursuant to the provisions of Section 4.6 of the Original Master Lease, that Sublandlord desires to cause Landlord’s general ledger of accounts to be audited (with respect to such disputed Statement only) by a nationally recognized firm of certified public accountants or another accountant selected by Sublandlord (and reasonably approved by Subtenant), provided such accounting firm or accountant is also approved by Landlord. Sublandlord will promptly provide Subtenant with any report prepared by such accounting firm or accountant. All costs associated with any such review (including any cost or charges imposed by Landlord) shall be solely borne by Subtenant as additional Rent hereunder. If, on the basis of any such review or on the basis of a review initiated solely by Sublandlord, Sublandlord receives a refund of Direct Expenses previously paid by Sublandlord to Landlord which is attributable to an overpayment by Sublandlord of Operating Costs, then any such refund shall be applied (i) first, to Sublandlord, to the extent of any costs associated with such review which have been incurred by Sublandlord and which have not to date been reimbursed to Sublandlord by Subtenant, (ii) second, to Subtenant, to the extent of the costs incurred with respect to such review which Subtenant has previously paid (either directly or by reimbursing Sublandlord) and (iii) third, as between Sublandlord and Subtenant as may be equitably necessary to adjust for any overpayment of Operating Costs by either Sublandlord or Subtenant. For avoidance of doubt, if, as of the date that Subtenant notifies Sublandlord of Subtenant’s desire to require Sublandlord to review Landlord’s books and records, Sublandlord has already notified Landlord of Sublandlord’s exercise of the review right described in Section 4.6 of the Original Master Lease, then Subtenant shall have no independent right to require any such review of Landlord’s books and records, but Sublandlord agrees to: (A) promptly provide Subtenant with any report prepared by Sublandlord’s accounting firm or accountant and, (B) equitably allocate to Subtenant any refund of Direct Expenses attributable to an overpayment by Sublandlord of Operating Costs, following Sublandlord’s recovery of all costs associated with such review, as may then be equitable given any corresponding overpayment of Operating Costs by Subtenant and in such event, Subtenant shall have no obligation to reimburse Sublandlord for the costs of the review initiated solely by Sublandlord.

(g) Survival. The expiration or earlier termination of this Sublease shall not affect the obligations of Sublandlord and Subtenant pursuant to Subsection 3.2, and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease.

4. Letter of Credit.

(a) Initial Letter of Credit. Within ten (10) business days following Subtenant’s execution and delivery to Sublandlord of this Sublease, Subtenant will deliver to Sublandlord, as collateral for the full performance by Subtenant of all of its obligations under this Sublease and for all losses and damages Sublandlord may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code an unconditional, irrevocable, transferable standby letter of credit (the “Initial Letter of Credit”) in the form attached hereto as Exhibit D in the amount of $7,531,219.78 (the “Letter of Credit Amount”), issued by a financial institution (the “Issuing Bank”) reasonably acceptable to Sublandlord. Sublandlord hereby approves ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank as the Issuing Bank with respect to the Initial Letter of Credit and agrees to accept an Initial Letter of Credit in

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the form attached hereto as Exhibit E; any Replacement Letter of Credit (defined below) must meet the requirements of Section 4(c) below. For avoidance of doubt, Sublandlord will have no obligation to provide access to Subtenant to any portion of the Subleased Premises unless and until the Initial Letter of Credit has been delivered to Sublandlord. Subtenant’s failure to timely deliver the Initial Letter of Credit will, at Sublandlord’s option, be a default hereunder without the necessity of the passage of any further cure period. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through a Replacement Letter of Credit, amendment, renewal or extension) through the date (the “Final Letter of Credit Expiration Date”) that is the later to occur of (i) the date that is forty-five (45) days after the scheduled expiration date of the Term and (ii) the date that is forty-five (45) days after Subtenant vacates the Subleased Premises and completes any restoration or repair obligations.

(b) Drawing Under Letter of Credit. Without prejudice to any other remedy available to Sublandlord under this Sublease or at law, Sublandlord may draw upon the Initial Letter of Credit or any Replacement Letter of Credit on or after the occurrence of either: (i) an uncured event of default under this Sublease; (ii) any failure by Subtenant to deliver to Sublandlord a Replacement Letter of Credit as and when required pursuant to this Section 4; (iii) an uncured failure by Subtenant to perform one or more of its obligations under this Sublease and the existence of circumstances in which Sublandlord is enjoined or otherwise prevented by operation of law from giving to Subtenant a written notice which would be necessary for such failure of performance to constitute an event of default, or (iv) the appointment of a receiver to take possession of all or substantially all of the assets of Subtenant, or an assignment of Subtenant for the benefit of creditors, or any action taken or suffered by Subtenant under any insolvency, bankruptcy, reorganization or other debtor relief proceedings, whether now existing or hereafter amended or enacted; provided that in the event of (i) or (iii), Sublandlord may, at Sublandlord’s sole option, draw upon a portion of the face amount of the Initial Letter of Credit or any Replacement Letter of Credit, as applicable, as required to compensate Sublandlord for damages incurred (with subsequent demands at Sublandlord’s sole election as Sublandlord incurs further damage).

(c) Delivery of Replacement Letter of Credit. Subtenant shall deliver to Sublandlord a new letter of credit (a “Replacement Letter of Credit”) (the Initial Letter of Credit and/or any Replacement Letter of Credit being referred to herein as a “Letter of Credit”) at least thirty (30) days prior to the expiry date of the Initial Letter of Credit or of any Replacement Letter of Credit held by Sublandlord. Each Replacement Letter of Credit delivered by Subtenant to Sublandlord shall: (i) be issued by a banking institution reasonably acceptable to Sublandlord; (ii) be in the same form as the letter of credit attached to this Sublease as Exhibit D (other than with respect to minor variations which are approved in writing in advance by Sublandlord); (iii) bear an expiry date not earlier than one (1) year from the date when such Replacement Letter of Credit is delivered to Sublandlord; and (iv) be in an amount not less than the Letter of Credit Amount. Upon the delivery to Sublandlord of a Replacement Letter of Credit as described in this Section 4, Sublandlord shall return to Subtenant the Initial Letter of Credit or any previous Replacement Letter of Credit then held by Sublandlord.

(d) Proceeds of Draw. All proceeds of a draw upon any Letter of Credit shall constitute Sublandlord’s sole and separate property (and not Subtenant’s property or the property of Subtenant’s bankruptcy estate) and Sublandlord may immediately upon any draw permitted hereunder (and without notice to Subtenant except as may be expressly provided

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in this Sublease) apply or offset the proceeds of the Letter of Credit: (i) against any Rent payable by Subtenant under this Sublease that is not paid when due following any applicable notice and cure periods; (ii) against all losses and damages that Sublandlord has suffered or that Sublandlord reasonably estimates that it may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including any damages arising under section 1951.2 of the California Civil Code following termination of this Sublease, to the extent permitted by this Sublease; (iii) against any costs incurred by Sublandlord permitted to be reimbursed pursuant to this Sublease (including reasonable attorneys’ fees); and (iv) against any other amount that Sublandlord may spend or become obligated to spend by reason of Subtenant’s default for which Sublandlord shall be entitled to seek reimbursement in accordance with this Sublease.

(e) Sublandlord’s Transfer. If Sublandlord conveys or transfers its interest in the Subleased Premises and, as a part of such conveyance or transfer, Sublandlord assigns its interest in this Sublease: (i) any Letter of Credit shall be transferred to Sublandlord’s successor; (ii) Sublandlord shall be released and discharged from any further liability to Subtenant with respect to such Letter of Credit; and (iii) any Replacement Letter of Credit thereafter delivered by Subtenant shall state the name of the successor to Sublandlord as the beneficiary of such Replacement Letter of Credit and shall contain such modifications in the text of the Replacement Letter of Credit as are required to appropriately reflect the transfer of the interest of Sublandlord in the Subleased Premises.

(f) Additional Covenants of Subtenant. If, as result of any application or use by Sublandlord of all or any part of the Letter of Credit, the amount of the Letter of Credit plus any cash proceeds previously drawn by Sublandlord and not applied pursuant to this Section 4 shall be less than the Letter of Credit Amount, Subtenant shall, within ten (10) business days thereafter, provide Sublandlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement or amended letter of credit in the total Letter of Credit Amount), and any such additional (or replacement or amended) letter of credit shall comply with all of the provisions of this Section 4; if Subtenant fails to timely comply with the foregoing, then notwithstanding anything to the contrary contained in this Sublease, the same shall constitute a default by Subtenant without the necessity of additional notice or the passage of additional grace periods. Subtenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Sublandlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

(g) Nature of Letter of Credit. Sublandlord and Subtenant (1) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any law applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code (as now existing or hereafter amended or succeeded, “Security Deposit Laws”), (2) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceed thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws.

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(h) Reduction in Letter of Credit Amount. Notwithstanding the foregoing provisions of this Section 4 to the contrary, if, as of each anniversary of the Commencement Date (each a “Reduction Date”) the Reduction Conditions (defined below) are met, then, upon written request by Subtenant (and provided that the Reduction Conditions remain satisfied as of the date of Subtenant’s delivery of such written request to Sublandlord), the Letter of Credit may be reduced by an amount equal to $836,802.20 as of the later of (x) each such Reduction Date and (y) the date of delivery of Tenant’s request for such a reduction; provided, however, that in no event will the Letter of Credit Amount be reduced below $2,510,462.64. Any such reduction may be accomplished, at Subtenant’s option, by either (i) Subtenant delivering to Sublandlord an amendment to the then-existing Letter of Credit pursuant to which the Letter of Credit Amount is appropriately reduced, such amendment to be in form and substance reasonably satisfactory to Sublandlord, or (ii) by Subtenant’s delivery to Sublandlord of a Replacement Letter of Credit in the appropriately reduced Letter of Credit Amount (in which event, Sublandlord agrees to promptly agree to execute such documentation as may be required by the Issuing Bank to cause the termination of the previously held Letter of Credit). As used herein, the “Reduction Conditions” shall mean that (A) Subtenant is not in default hereunder (after notice and the passage of any applicable cure period) and (B) Subtenant has not previously been in default hereunder (similarly defined) and (C) no notice of default from Sublandlord to Subtenant is then outstanding (regardless of whether the applicable cure period has expired).

5. Use and Occupancy.

5.1 Use. The Subleased Premises shall be used and occupied only for the Permitted Use (as defined in Section 7 of the Basic Lease Information of the Original Master Lease), and for no other use or purpose.

5.2 Services

(a) Janitorial Services. The Subleased Premises is located in a portion of the Master Lease Premises in which, pursuant to Section 14.1 of the Second Amendment, Sublandlord (as opposed to Landlord), provides janitorial services. During the Term, Sublandlord will no longer provide janitorial services to the Subleased Premises and Subtenant will assume all responsibility to provide janitorial services to the Subleased Premises, using a janitorial contractor approved by Landlord and Sublandlord (provided, however, that Sublandlord agrees to approve any janitorial contractor selected by Subtenant which has been approved in writing by Landlord), at Subtenant’s sole cost and expense.

(b) Electricity. The Subleased Premises is located in a portion of the Master Lease Premises which, pursuant to Section 14.2 of the Second Amendment, is separately metered to measure electrical consumption. During the Term, Subtenant shall pay the cost of all electrical consumption in the Subleased Premises without premium or ▇▇▇▇-up, as reflected by such Submeter, as additional Rent hereunder, within thirty (30) days following Sublandlord’s delivery of an invoice therefor to Subtenant.

(c) Excess Services. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services with respect to the Subleased Premises from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical or natural gas usage charges).

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5.3 Compliance with Master Lease.

(a) By Subtenant. Subtenant will occupy the Subleased Premises in accordance with the terms of the Master Lease (to the extent incorporated herein) and will not suffer to be done, or omit to do, any act which may result in a violation of or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (including attorneys’ fees) of any kind or nature (“Claims”) arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease (to the extent incorporated herein) or this Sublease.

(b) By Sublandlord. Sublandlord will not commit any act which may result in a default under the Master Lease. Sublandlord will indemnify, defend protect and hold Subtenant harmless from and against any Claims arising out of, by reason of, or resulting from, Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease (except to the extent that any such failure to perform or observe such terms and conditions is attributable to the acts or omissions of Subtenant or Subtenant’s employees, agents, representatives or contractors).

5.4 Landlord’s Obligations. Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease, including, without limitation, the services provided in Article 6 of the Original Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Landlord under the Master Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, or (ii) liability on the part of Sublandlord; provided, however, that in the event that the rent payable by Sublandlord for the Subleased Premises, or any portion of the Subleased Premises, as “Tenant” under the Master Lease, is abated (e.g., pursuant to Section 6.4 [Abatement Event] or Article 11 [Damage and Destruction]) of the Original Master Lease, then Subtenant will be entitled to a parallel Rent abatement hereunder. Notwithstanding the foregoing, if Subtenant notifies Sublandlord that Landlord is not performing or observing any of the Landlord’s obligations under the Master Lease with respect to the Subleased Premises, Sublandlord shall promptly forward such notice to Landlord and request that it comply with Landlord’s obligations. If such failure continues,

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Sublandlord shall at Subtenant’s reasonable request take reasonable steps to enforce Sublandlord’s rights under the Master Lease in connection with Landlord’s providing utilities and services to the Subleased Premises; provided, however, that Sublandlord shall never be required to bring an action (or any similar proceeding) against Landlord and there will be no expense to Sublandlord.

6. Master Lease and Sublease Terms.

6.1 Subject to Master Lease. This Sublease is and shall be at all times subject and subordinate to the Master Lease. Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease (to the extent the same has not been redacted). Additionally, Subtenant’s rights under this Sublease shall be subject to the terms of the Consent. During the Term and for all periods subsequent thereto with respect to obligations which have arisen prior to the termination of this Sublease, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord under the Master Lease which pertain to the Subleased Premises and/or this Sublease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease document shall control over the Master Lease.

6.2 Sublandlord’s Agreements. Sublandlord shall not rescind, amend or otherwise enter into any agreement modifying, terminating or otherwise affecting the Master Lease in a manner that materially adversely affects Subtenant’s rights under this Sublease without the prior written consent of Subtenant, subject to the provisions of the Master Lease regarding Sublandlord’s rights, if any, to terminate the Master Lease in the event of casualty or condemnation, which Sublandlord may elect to exercise. If Subtenant makes a request that Subtenant is entitled to make under this Sublease, which request requires the approval of Master Landlord, Sublandlord shall use commercially reasonable efforts to obtain such approval (but Sublandlord shall not be required to incur any cost or expense in order to do so).

6.3 Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease (a) of access or inspection, (b) to do work in the Master Lease Premises or in the Building, (c) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease; provided, however, that Sublandlord acknowledges the confidential nature of Subtenant’s business and shall use reasonable efforts to comply with the reasonable

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security requirements of Subtenant (except in the event of emergency) and shall use commercially reasonable efforts to keep any knowledge regarding Subtenant’s operations within the Subleased Premises gained through inspection by Sublandlord or access by Sublandlord confidential and Sublandlord shall not use such confidential information for any other purpose than managing the Subleased Premises and discharging its obligations under the Master Lease.

6.4 Modifications. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

(a) Approvals. In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord and in such case, Sublandlord’s approval shall not be unreasonably withheld, conditioned or delayed.

(b) Deliveries. In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord.

(c) Damage; Condemnation. Sublandlord shall have no obligation to restore or rebuild any portion of the Subleased Premises after any destruction or taking by eminent domain. Any rights of Subtenant to abatement of rent shall be conditioned upon Sublandlord’s ability to ▇▇▇▇▇ rent for the Subleased Premises under the terms of the Master Lease.

(d) Insurance. In all provisions of the Master Lease requiring Tenant to designate Landlord as an additional or named insured on its insurance policy, Subtenant shall be required to so designate Landlord and Sublandlord on its insurance policy; provided, however, that such additional insured designation shall only apply to Subtenant’s Commercial General Liability policy and Landlord and Sublandlord shall be named as loss payees on Subtenant’s Physical Damage policy. Sublandlord shall have no obligation to maintain the insurance to be maintained by Landlord under the Master Lease, but shall continue to carry the insurance required to be carried by “Tenant” under the Master Lease; provided, however, to the extent that Landlord specifically agrees to any modifications of such insurance obligations in the Consent, then Subtenant shall only be required to carry the insurance required to be carried by “Tenant” under the Master Lease as so modified by the Consent; however, (i) Subtenant will not be permitted to self-insure for workers’ compensation coverage (notwithstanding any agreement to such self-insurance by Landlord) without providing to Sublandlord a copy of its Certificate of Consent to Self-Insure issued by the California Department of Industrial Relations, Office of Self Insurance Plans, and (ii) notwithstanding any agreement by Landlord that Subtenant will not be bound by the terms of Section 10.6 of the Original Master Lease (as between Landlord and Subtenant), for so long as Tenant is bound by Section 10.6 of the Original Master Lease, then as between Sublandlord and Subtenant, said Section will be deemed incorporated herein by reference and shall bind Subtenant (however, Sublandlord agrees not to require Subtenant to alter its insurance coverage pursuant to said Section 10.6 except and to the extent that Landlord is similarly requiring Tenant to alter its insurance coverage).

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(e) Subrogation. Notwithstanding anything to the contrary contained herein, Sublandlord and Subtenant hereby waive and release, all claims against each other, and against the agents, employees and contractors of each other, for any loss or damage sustained by each other to the extent such claims are or could be insured against under any standard broad form policy of fire and extended coverage insurance, or under any fire and extended casualty insurance policy maintained by Sublandlord or Subtenant, or required to be maintained by Sublandlord or Subtenant under this Sublease, regardless of whether such policy is in effect at the time of the loss. Sublandlord and Subtenant will cause their respective insurance carriers to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with damage to the Building or the Master Lease Premises or any portions thereof or any personal property thereon; provided, however, that failure to obtain such endorsements shall not affect the release hereinabove given.

6.5 Exclusions. Notwithstanding the terms of Section 6.3 above, Subtenant shall have no rights nor obligations under the following parts, Sections and Exhibits of the Master Lease:

(a) Original Master Lease:

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(b) First Amendment: All except Section 9.2.

(c) Second Amendment: All (i.e., none of the terms of the Second Amendment shall be applicable to this Sublease).

(d) Third Amendment: All (i.e., none of the terms of the Third Amendment shall be applicable to this Sublease).

With respect to Article 24 [Compliance with Law], the reference to Tenant Improvements shall be deemed deleted and the reference to Alterations shall mean only those Subtenant Improvements (defined below) installed in the Subleased Premises by Subtenant.

7. Master Lease Matters.

(a) Sublandlord’s Representations. Sublandlord represents to Subtenant as follows:

(1) As of the Effective Date, the Master Lease is in full force and effect. To Sublandlord’s actual knowledge, after diligent inquiry, the Master Lease, together with the Additional Documents (defined in Exhibit F attached hereto) constitutes the entire agreement between Landlord and Sublandlord relating to the lease of the Master Lease Premises (except that certain economic terms have been redacted);

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(2) no default or breach by Sublandlord or, to the best knowledge of Sublandlord, by Landlord exists under the Master Lease as of the Effective Date;

(3) subject to receipt of Landlord’s Consent, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder.

(b) Sublandlord’s Agreements. Sublandlord shall not rescind, amend or otherwise enter into any agreement modifying, terminating or otherwise affecting the Master Lease in a manner that materially adversely affects Subtenant’s rights under this Sublease without the prior written consent of Subtenant, subject to the provisions of the Master Lease regarding Sublandlord’s rights, if any, to terminate the Master Lease in the event of casualty or condemnation. So long as no default has occurred and is continuing, Subtenant shall be entitled to peaceful and quiet possession of the Subleased Premises, subject to the terms and conditions of this Sublease and the Master Lease.

8. Assignment and Subletting. Subtenant shall have the right to assign this Sublease or sub-sublease all or a portion of the Subleased Premises in accordance with Article 14 (Assignment and Subletting) of the Original Master Lease which (except as noted in Section 6.5(a) above) is incorporated herein, subject to (x) the approval of Sublandlord, which approval shall be granted or withheld in the manner described in the Master Lease with respect to Landlord’s rights to approve assignments or subleases, and (y) the approval of Landlord pursuant to the Master Lease. Subtenant expressly acknowledges that any deemed consent by Sublandlord to a proposed sub-sublease of any portion of the Subleased Premises following Sublandlord’s failure to respond to a second (2nd) notice from Subtenant as described in Section 14.2 of the Original Master Lease (as incorporated herein by reference) will not be deemed to constitute consent (or deemed consent) of Landlord to any assignment or sublease. Subtenant shall pay all fees and costs payable to Landlord pursuant to the Master Lease in connection with any proposed assignment, sub-sublease or transfer of the Subleased Premises, together with all of Sublandlord’s reasonable out-of-pocket costs relating to Subtenant’s request for such consent, regardless of whether such consent is granted, and the effectiveness of any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Subtenant shall have the benefits of Section 14.8 (Permitted Transfers) of the Original Master Lease. For the purpose of this Sublease, any sale or transfer of Subtenant’s capital stock, redemption or issuance of any additional stock of any class or the trading of any of Subtenant’s stock if Subtenant is a publicly traded company shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease. Moreover, none of the following shall be deemed an assignment, subletting or any other transfer of this Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease: (i) a sale of corporate shares of capital stock in Subtenant in connection with an initial public offering of Subtenant’s stock on a nationally-recognized stock exchange, or (ii) the issuance of any stock preferences or other equity interests of Subtenant in connection with raising additional financing or capital. The terms of the immediately preceding two (2) sentences will not be deemed to bind Landlord or restrict Landlord’s ability to construe any transaction as a Transfer in accordance with the terms of the Master Lease.

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9. Security. Sublandlord shall cooperate with Subtenant to implement separate and secure access to the Subleased Premises including without limitation, the installation of a cardkey or other similar system to restrict access to the Subleased Premises.

10. Default. Except as expressly set forth herein, Subtenant shall perform all obligations in respect of the Subleased Premises that Sublandlord would be required to perform pursuant to the Master Lease (to the extent specifically incorporated herein). It shall constitute a Default hereunder if Subtenant fails to perform any obligation hereunder (including, without limitation, the obligation to pay Rent), or any obligation under the Master Lease which has been incorporated herein by reference, and, in each instance, Subtenant has not remedied such failure (i) in the case of any monetary Default, three (3) business days after delivery of written notice and (ii) in the case of any other Default, ten (10) calendar days after delivery of written notice.

11. Remedies. In the event of any Default hereunder by Subtenant, Sublandlord shall have all remedies provided to the “Landlord” in the Master Lease as if a default had occurred thereunder and all other rights and remedies otherwise available at law and in equity. Sublandlord may resort to its remedies cumulatively or in the alternative.

12. Right to Cure. If Subtenant fails to perform any of its obligations under this Sublease after expiration of applicable notice, grace or cure periods, then Sublandlord may, but shall not be obligated to, perform any such obligations for Subtenant’s account. All costs and expenses reasonably incurred by Sublandlord in performing any such act for the account of Subtenant shall be deemed Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the lesser of (i) twelve percent (12%) per annum or (ii) the maximum rate allowable under law from the date of the expenditure until repaid. If Sublandlord undertakes to perform any of Subtenant’s obligations for the account of Subtenant pursuant hereto, the taking of such action shall not constitute a waiver of any of Sublandlord’s remedies. Subtenant hereby expressly waives its rights under any statute to make repairs at the expense of Sublandlord.

13. Consents and Approvals. In any instance when Sublandlord’s consent or approval is required under this Sublease, Sublandlord’s refusal to consent to or approve any matter or thing shall be deemed reasonable if, among other matters, such consent or approval is required under the provisions of the Master Lease incorporated herein by reference but has not been obtained from Landlord despite Sublandlord’s good faith efforts to obtain same. Except as otherwise provided herein, Sublandlord shall not unreasonably withhold, or delay its consent to or approval of a matter if such consent or approval is required under the provisions of the Master Lease and Landlord has consented to or approved of such matter.

14. Limitation of Liability.

14.1 Limitation of Liability (Sublandlord). Notwithstanding any other term or provision of this Sublease, the liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be limited to actual, direct damages, and under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover

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from Sublandlord (or otherwise be indemnified by Sublandlord) for (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and /or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease, (b) lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason, or (c) any damages or other liability arising from or incurred in connection with the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s shareholders, directors, officers, or partners on account of any of Sublandlord’s obligations or actions under this Sublease. As used in this Sublease, the term “Sublandlord” means the holder of the tenant’s interest under the Master Lease and “Sublandlord” means the holder of sublandlord’s interest under this Sublease. In the event of any assignment or transfer of the Sublandlord’s interest under this Sublease, which assignment or transfer may occur at any time during the Term in Sublandlord’s sole discretion, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the date of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublandlord hereunder. Sublandlord may transfer and deliver any then existing Security Deposit to the transferee of Sublandlord’s interest under this Sublease, and thereupon Sublandlord shall be discharged from any further liability with respect thereto.

14.2 Limitation of Liability (Subtenant). Notwithstanding any other term or provision of this Sublease, except with respect to (i) any violation by Subtenant of the provisions of the Master Lease, as incorporated herein by reference, regarding hazardous materials and (ii) Subtenant’s holding over in any portion of the Subleased Premises following the expiration or sooner termination of this Sublease, the liability of Subtenant to Sublandlord for any Default in Subtenant’s obligations under this Sublease shall be limited to actual, direct damages, and under no circumstances shall Sublandlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Subtenant (or otherwise be indemnified by Subtenant) for lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason (other than as described in clauses (i) and (ii) above). Sublandlord shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Sublandlord under applicable law. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Subtenant’s shareholders, directors, officers, or partners on account of any of Subtenant’s obligations or actions under this Sublease.

15. Attorneys’ Fees. If Sublandlord or Subtenant brings an action to enforce the terms hereof or to declare rights hereunder, the prevailing party who recovers substantially all of the damages, equitable relief or other remedy sought in any such action on trial and appeal shall be entitled to receive from the other party its costs associated therewith, including, without limitation, reasonable attorney’s fees and costs from the other party. Without limiting the generality of the foregoing, if Sublandlord utilizes the services of an attorney for the purpose of collecting any Rent which is, in fact, past due and unpaid by Subtenant, Subtenant agrees to pay Sublandlord reasonable actual attorneys’ fees as determined by Sublandlord for such services, irrespective of whether any legal action may be commenced or filed by Sublandlord.

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16. Delivery of Possession.

16.1 Generally. Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in their “AS IS” condition as the Subleased Premises exists on the Effective Date. Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, materials, furniture, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant’s occupancy. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations and inspections of the Subleased Premises and the common areas of the Building. Notwithstanding the foregoing, Subtenant shall have the right to utilize the cabling in the Subleased Premises as of the Effective Date; provided, however, if any such cabling is cut by Sublandlord after the Effective Date, then the cut cabling shall be replaced by Sublandlord at its sole cost and expense. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as permitted by the provisions of this Sublease and the Master Lease and that upon termination of this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in the same condition as the Subleased Premises were at the commencement of the Term, reasonable wear and tear excepted; Subtenant acknowledges that Subtenant shall, at either Sublandlord’s or Landlord’s election remove from the Subleased Premises some or all of the Subtenant Improvements constructed (defined below) therein by Subtenant; additionally, at Subtenant’s cost, Subtenant will remove all telecommunications and data cabling installed by or for the benefit of Subtenant.

16.2 Subtenant Improvements.

(a) Generally. If Subtenant desires to construct improvements within the Subleased Premises (“Subtenant Improvements”), all Subtenant Improvements shall be carried out in accordance with the applicable provisions of the Master Lease. Sublandlord will have the right to approve the plans and specifications for any proposed Subtenant Improvements, as well as any contractors whom Subtenant proposes to retain to perform such work; such approval not to be unreasonably withheld, conditioned or delayed; however, for avoidance of doubt, provided Subtenant complies with the notice procedures set forth in Section 8.1 of the Original Master Lease (as incorporated herein by reference), (i) Sublandlord’s consent will not be required for Cosmetic Alterations (as said term is defined in the Original Master Lease) and (ii) if Landlord approves of any Subtenant Improvements, then Sublandlord shall not withhold its approval to such Subtenant Improvements so long as, in Sublandlord’s reasonable determination, such Subtenant Improvements will not be subject to any restoration requirement imposed by Landlord pursuant to the Master Lease and the construction of such Subtenant Improvements will not impose any potential liability for or increased cost to Sublandlord (including, without limitation, any cost to Sublandlord to remove or restore such Subtenant Improvements in order to accommodate Sublandlord’s re-occupancy or subleasing of the application portion of the Subleased Premises following any early termination of this Sublease

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with respect to such space). Subtenant will submit all such information for Sublandlord’s review and written approval prior to commencement of any such work; Sublandlord will similarly submit such plans to Landlord for review and approval. Promptly following the completion of any Subtenant Improvements or subsequent alterations or additions by or on behalf of Subtenant, Subtenant will deliver to Sublandlord a reproducible copy of “as built” drawings of such work together with a CAD file of the “as-built” drawings in the then-current version of AutoCad.

(b) Code-Required Work. If the performance of any Subtenant Improvements or other work by Subtenant within the Subleased Premises “triggers” a requirement for code-related upgrades to or improvements of any portion of the Building, Subtenant shall be responsible for the cost of such code-required upgrade or improvements.

17. Holding Over. If Subtenant fails to surrender the Subleased Premises at the expiration or earlier termination of this Sublease, occupancy of the Subleased Premises after the termination or expiration shall be that of a tenancy at sufferance. Subtenant’s occupancy of the Subleased Premises during the holdover shall be subject to all the terms and provisions of this Sublease and Subtenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover. No holdover by Subtenant or payment by Subtenant after the expiration or early termination of this Sublease shall be construed to extend the Term or prevent Sublandlord from immediate recovery of possession of the Subleased Premises by summary proceedings or otherwise. In addition to the payment of the amounts provided above, if Sublandlord is unable to deliver possession of the Subleased Premises to a new subtenant or to Landlord, as the case may be, or to perform improvements for a new subtenant, as a result of Subtenant’s holdover, Subtenant shall be liable to Sublandlord for all damages, including, without limitation, consequential damages, that Sublandlord suffers from the holdover; Subtenant expressly acknowledges that such damages may include all of the holdover rent charged by Landlord under the Master Lease as a result of Subtenant’s holdover, which Master Lease holdover rent may apply to the entire Master Lease Premises.

18. Parking. During the Term, and subject to Landlord’s consent, Subtenant shall be permitted to use twenty-seven (27) (i.e., 1/4,000 rentable square feet) of the unreserved parking passes allocated to Sublandlord pursuant to the Master Lease. Subtenant will pay to Sublandlord as additional Rent hereunder, the rate(s) payable by Sublandlord for such parking passes as and when Base Rent is payable hereunder. The provisions of Article 28 [Tenant Parking] of the Original Master Lease are hereby incorporated herein by this reference except that the reference to Section 9 of the Summary will be deemed a reference to the first sentence of this Section 18.

19. Bicycle Locker. Subtenant expressly acknowledges that the Bicycle Locker made available to Sublandlord pursuant to the provisions of Section 29.36 of the Original Master Lease is allocated to the portion of the Master Lease Premises located in the ▇▇▇▇▇ Building and, accordingly, Subtenant shall have no right to use the Bicycle Locker.

20. Signage. Sublandlord shall request that Landlord include Subtenant in the directory signage located in the lobby of the Building. In addition, Sublandlord shall request Landlord’s permission for the installation of Subtenant’s standard corporate signage on the exterior of the main entrance to the Subleased Premises on each floor on which the Subleased Premises are located.

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21. Dogs. If Landlord consents to Subtenant bringing fully domesticated, properly licensed, vaccinated, and well behaved dogs, kept by the Subtenant’s employees as pets, into the Subleased Premises, Sublandlord will not withhold its consent to such action provided, and upon condition that, Subtenant will (a) strictly and consistently comply with all rules, regulations and guidelines imposed by Landlord with respect to the presence of dogs in or about the Subleased Premises and/or the Wharfside Building, (b) be responsible for any damage and additional cleaning costs and all other costs which may arise from the dogs’ presence in excess of the costs that would have been incurred had said dogs not been allowed in or around the Subleased Premises or the Wharfside Building and (c) to the fullest extent permissible under applicable law, indemnify, defend, protect and hold Sublandlord harmless from and against any and all loss, cost, damage or liability arising out of Subtenant’s employees’ dogs having access to the Subleased Premises and/or the Wharfside Building.

22. Notices: Any notice by either party to the other required, permitted or provided for herein shall be valid only if in writing and shall be deemed to be duly given only if (a) delivered personally, or (b) sent by means of Federal Express, UPS Next Day Air or another reputable express mail delivery service guaranteeing next day delivery, or (c) sent by United States certified or registered mail, return receipt requested, addressed: (i) if to Sublandlord, at the following addresses:

Prior to Commencement Date:

with a copy to:

Following Commencement Date:

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with a copy to:

and with a copy at all times to:

and (ii) if to Subtenant, at the following address:

Prior to Commencement Date:

with a copy to:

Following Commencement Date:

with a copy to:

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or at such other address for either party as that party may designate by notice to the other. A notice shall be deemed given and effective, if delivered personally, upon hand delivery thereof (unless such delivery takes place after hours or on a holiday or weekend, in which event the notice shall be deemed given on the next succeeding business day), if sent via overnight courier, on the business day next succeeding delivery to the courier, and if mailed by United States certified or registered mail, three (3) business days following such mailing in accordance with this Section.

23. Furniture.

23.1 Generally. During the Term, at no charge to Subtenant, Subtenant shall be permitted to use the existing modular and office furniture and commercial kitchen equipment located in the Subleased Premises and described in more particular detail in Exhibit C attached hereto, as well as all equipment and data cabling associated therewith (the “Furniture”). Subtenant shall accept the Furniture in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). For purposes of documenting the current condition of the Furniture, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the Furniture only for the purposes for which such Furniture is intended and shall be responsible for the proper maintenance, insurance, care and repair of the Furniture during the period when such Furniture is in Subtenant’s possession and control (i.e., until any items of Furniture are removed from the Lyft Premises (defined below) following the expiration of the Furniture Storage Period [as defined below]), at Subtenant’s sole cost and expense, using maintenance contractors approved by Sublandlord (such approval not to be unreasonably withheld). As used herein, the “Lyft Premises” shall mean the entirety of: (i) the Subleased Premises and (ii) any other space occupied by Subtenant in the Wharfside Building or the ▇▇▇▇▇ Building whether as a subtenant or pursuant to a direct lease. Subtenant may relocate any of the Furniture within the Lyft Premises, without the requirement of Sublandlord’s consent. If, at any time during the first half of the Term (i.e., assuming a May 1, 2016, Commencement Date, during the period from the Commencement Date through September 30, 2019) (the “Furniture Storage Period”), Subtenant desires to remove any of the Furniture from the Lyft Premises, Subtenant may remove such Furniture, provided that Subtenant (x) notifies Sublandlord of such removal and (y) at Subtenant’s sole cost and expense, stores such items of Furniture in a storage facility approved in advance by Sublandlord (such approval not to be unreasonably withheld, conditioned or delayed). From and after the expiration of the Furniture Storage Period, Subtenant may notify Sublandlord (a “Removal Notice”) of Subtenant’s desire to dispose of: (i) any such stored items of Furniture unless Sublandlord elects to assume the obligation to store such items of Furniture, at Sublandlord’s cost, or (ii) any remaining Furniture located in the Lyft Premises identified by Subtenant from time to time that Subtenant has identified as wishing to have removed therefrom (“Identified Furniture Items”) and within thirty (30) days following Sublandlord’s receipt of a Removal Notice, Sublandlord shall either: (A) assume the obligation (and cost) of storing such items of Furniture, (B) remove such Furniture from the Lyft Premises, at Sublandlord’s sole cost and expense, or (C) waive Sublandlord’s right to the return of same and Subtenant shall be permitted to dispose of such Identified Furniture Items howsoever Subtenant wishes with no compensation to Sublandlord being required. Any such Removal Notice must specifically identify itself as a Removal Notice and clearly specify that Sublandlord’s failure to respond within thirty (30) days following delivery of such Removal Notice (the date of expiration of such thirty (30) day period to be expressly specified in such

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Removal Notice) may result in Sublandlord being deemed to have allowed Subtenant to dispose of such Identified Furniture Items. If Sublandlord does not elect to assume the obligation (and cost) of storing such Identified Furniture Items or does not arrange for the removal of same within thirty (30) days following delivery of the Removal Notice by Subtenant, Subtenant shall be free to dispose of such Identified Furniture Items.

23.2 Automatic Transfer of Furniture to Subtenant. In consideration of Subtenant’s performance of its obligations under this Sublease, as of the date that is thirty (30) days prior to the Expiration Date (the “Furniture Transfer Date”), all of Sublandlord’s right, title and interest in and to the Furniture then remaining in the Lyft Premises (collectively, the “Remaining Furniture”), shall automatically be transferred to Subtenant. The Remaining Furniture shall be so transferred to Subtenant on an “as is” basis with no representation or warranty of any kind from, and no recourse against, Sublandlord; provided, however, that Sublandlord represents and warrants as of the Furniture Transfer Date that it owns all of the Remaining Furniture free and clear of all liens and encumbrances and has the authority to so transfer the Remaining Furniture. Thereafter, Subtenant shall be solely responsible for the proper removal of the Remaining Furniture from the Subleased Premises and the Building in accordance with the terms and provisions of the Master Lease. Sublandlord and Subtenant confirm that the transfer of ownership of the Remaining Furniture shall occur automatically on the Furniture Transfer Date and that this Sublease shall constitute a ▇▇▇▇ of sale evidencing the transfer of the Remaining Furniture on the Furniture Transfer Date unless otherwise agreed to in a writing signed by both Sublandlord and Subtenant. Notwithstanding the foregoing provisions of this Section 23.2 to the contrary, if, prior to the Furniture Transfer Date, Subtenant is in Default hereunder, and Sublandlord terminates this Sublease as a consequence of such Default, then at Sublandlord’s election, the automatic transfer of all of Sublandlord’s right, title and interest in and to the Remaining Furniture shall be voidable by Sublandlord. If Sublandlord so elects to void such transfer, then Sublandlord shall provide notice of such election to Subtenant. In such event (i.e., following the termination of this Sublease as a result of a Default by Subtenant), (i) prior to or promptly following the termination of this Sublease, Sublandlord shall conduct a walk-through of the Subleased Premises to catalog any items of damage, disrepair, misuse or loss among the Remaining Furniture (reasonable wear and tear excepted), and (ii) Subtenant shall be responsible, at Subtenant’s sole cost and expense, for curing any such items (including, with respect to loss, replacing any lost item with a substantially similar new item reasonably acceptable to Sublandlord).

24. Exclusive. The parties acknowledge that, as of the Effective Date, Subtenant is negotiating with Landlord regarding the terms of a lease agreement pursuant to which Subtenant would lease additional space in the China Basin Project on a “direct” basis with Landlord (any such lease agreement, if concluded, the “Direct Lease”). Sublandlord also acknowledges that Subtenant desires that Landlord agree in the Direct Lease, and that Sublandlord correspondingly agree, that certain competitors of Subtenant be precluded from leasing or renting any portion of the China Basin Project. If the Direct Lease contains provisions whereby Landlord agrees to restrict its ability to lease or rent any portion of the China Basin Project to competitors of Subtenant, upon Subtenant’s delivery to Sublandlord of a true, correct and complete copy of the provision of the Direct Lease which relates to Landlord’s agreement to restrict its right to lease to Subtenant’s competitors, Sublandlord will agree to amend this Sublease to provide a parallel prohibition of Sublandlord’s ability to sublease any portion of the Master Lease Premises to such competitors. However, Subtenant expressly acknowledges that Sublandlord will be under no obligation to agree to prohibit the sub-subleasing to such competitors by any subtenant of Sublandlord pursuant to the provisions of a sublease which exists as of the Effective Date.

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25. Risers. Subtenant shall be entitled to an equitable share of Lines and Risers serving the Subleased Premises pursuant to Section 29.32 [Communications and Computer Lines] of the Original Master Lease.

26. Brokers. Subtenant represents that it has dealt directly with and only with ▇▇▇▇▇ Lang LaSalle (“Subtenant’s Broker”), as a broker in connection with this Sublease. Sublandlord represents that it has dealt directly with and only with CBRE, Inc. (“Sublandlord’s Broker”), as a broker in connection with this Sublease. Sublandlord and Subtenant shall indemnify and hold each other harmless from all claims of any brokers other than Subtenant’s Broker and Sublandlord’s Broker claiming to have represented Sublandlord or Subtenant in connection with this Sublease. Subtenant and Sublandlord agree that Subtenant’s Broker and Sublandlord’s Broker shall be paid commissions by Sublandlord in connection with this Sublease pursuant to a separate written agreement.

27. Complete Agreement. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the parties or their representatives relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated nor may any of its provisions be waived orally or in any manner other than by a written agreement executed by both parties.

28. CASp. The Subleased Premises has not undergone an inspection by a Certified Access Specialist (CASp). This notice is given pursuant to California Civil Code Section 1938.

29. Interpretation. Irrespective of the place of execution or performance, this Sublease shall be governed by and construed in accordance with the laws of the State of California. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The table of contents, captions, headings and titles, if any, in this Sublease are solely for convenience of reference and shall not affect its interpretation. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease or any part thereof to be drafted. If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligation or other provision of this Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided. All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word “person” as used in this Sublease shall mean a natural person or persons, a partnership, a corporation or any other form of business or legal association or entity.

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30. Confidentiality. The parties agree that they shall not, without the other party’s prior written consent, which consent may be withheld by a party in its sole and absolute discretion, use the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service marks (collectively, “Name/Logo”) of the other party or its parent, affiliated or subsidiary companies, employees, directors, shareholders, assigns, successors or licensees (a) in any advertising, publicity or promotion or (b) in any manner other than expressly in accordance with this Sublease. Furthermore, Subtenant acknowledges that the content of this Sublease and any related documents are confidential information. Subtenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Subtenant’s financial, legal and space planning consultants, or its directors, officers, employees, attorneys, accountants, affiliates, lenders, prospective lenders, prospective purchasers, brokers, and current and potential partners or investors, or to the extent that disclosure is mandated by applicable laws.

31. USA Patriot Act Disclosures. Subtenant is currently in compliance with and shall at all times during the Term remain in compliance with the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

32. Counterparts. This Sublease may be executed in multiple counterparts, each of which is deemed an original but which together constitute one and the same instrument. This Sublease shall be fully executed when each party whose signature is required has signed and delivered to each of the parties at least one counterpart, even though no single counterpart contains the signatures of all of the parties hereto. This Sublease may be executed in so-called “pdf” format and each party has the right to rely upon a pdf counterpart of this Sublease signed by the other party to the same extent as if such party had received an original counterpart.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of the Effective Date.

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▇▇▇▇▇▇▇ ▇-▇

▇▇▇▇▇ ▇▇▇▇

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▇▇▇▇▇▇▇ ▇-▇

▇▇▇▇▇ ▇▇▇▇

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▇▇▇▇▇▇▇ B

Commencement Agreement

Dear                                     :

In accordance with the terms and conditions of the above referenced Sublease, Subtenant accepts possession of the Subleased Premises and agrees:

1. The Commencement Date is                                                  , 2016;

2. [IF APPLICABLE] The Schedule of Base Rent for the Subleased Premises is as follows: [TO BE COMPLETED];

3. The Furniture Storage Period shall commence on                   , 2016 [the Commencement Date] and expire on the last day of the first half of the Term, which date is                     , 2019.

4. The Expiration Date is January 31, 2023.

Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing this Commencement Letter in the space provided and returning a fully executed counterpart (a scanned signature sent in PDF or similar format will suffice) to my attention.

B-1

Agreed and Accepted:

B-2

EXHIBIT C

Furniture

C-1

C-2

C-3

C-4

C-5

C-6

C-7

C-8

C-9

C-10

C-11

C-12

C-13

C-14

C-15

C-16

C-17

C-18

C-19

C-20

C-21

C-22

C-23

C-24

C-25

C-26

C-27

C-28

C-29

C-30