California MCLE - AZ-Phoenix-120 East Van Buren Street Turn Key Datacenter Lease - Digital Phoenix Van Buren LLC and Danger Inc.

Turn Key Datacenter Lease for Premises

In a Multi-Tenant Datacenter

120 EAST VAN BUREN STREET

TURN KEY DATACENTER LEASE

Between

DIGITAL PHOENIX VAN BUREN, LLC

as Landlord

and

DANGER INC.

as Tenant

Dated

10/25/, 2007

TABLE OF CONTENTS


			Page
1.	LEASE OF PREMISES		1

	1.1	Tenant Space	1

	1.2	Condition of Tenant Space	1

	1.3	Datacenter Connection Area	1

	1.4	Intentionally Deleted	1

	1.5	Quiet Enjoyment; Access	1

2.	TERM		1

	2.1	Term	1

	2.2	Delivery of Tenant Space	1

	2.3	Extension Option	2

3.	BASE RENT AND OTHER CHARGES		3

	3.1	Base Rent	3

	3.2	Installation Fee/Other Charges	3

	3.3	Payments Generally	3

	3.4	Late Payments	4

	3.5	Electrical Power	4

4.	TAX ON TENANT’S EQUIPMENT; OTHER TAXES		5

	4.1	Equipment Taxes	5

	4.2	Additional Taxes	5

5.	SECURITY DEPOSIT; LETTER OF CREDIT		6

6.	USE		6

	6.1	Permitted Use	6

	6.2	Datacenter Rules and Regulations	6

	6.3	Compliance with Laws; Hazardous Materials	6

	6.4	Electricity Consumption Threshold	8

	6.5	Structural Load	8

7.	SERVICES TO BE PROVIDED TO THE TENANT SPACE		8

	7.1	Access Control	8

	7.2	Electricity; HVAC	8

	7.3	Interruption of Services	9

8.	MAINTENANCE; ALTERATIONS		10

	8.1	Landlord Maintenance	10

	8.2	Tenant’s Maintenance	10

	8.3	Alterations	11

	8.4	Removal of Cable, Wiring, Connecting Lines, Equipment and Personal Property	11

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TABLE OF CONTENTS

(continued)


			Page
9.	CASUALTY; EMINENT DOMAIN; INSURANCE		11

	9.1	Casualty; Eminent Domain	12

	9.2	Tenant’s Insurance	12

10.	ASSIGNMENT AND SUBLETTING		13

	10.1	Restrictions on Transfers; Landlord’s Consent	13

	10.2	Notice to Landlord	14

	10.3	Landlord’s Recapture Rights	14

	10.4	No Release; Subsequent Transfers	14

	10.5	Colocation	15

11.	ESTOPPEL CERTIFICATE BY TENANT		15

12.	SUBORDINATION AND ATTORNMENT; LENDER RIGHTS		15

	12.1	Subordination and Attornment	16

	12.2	Mortgagee and Ground Lessor Protection	16

	12.3	SNDA	16

13.	SURRENDER OF TENANT SPACE; HOLDING OVER		16

	13.1	Tenant’s Method of Surrender	16

	13.2	Disposal of Tenant’s Personal Property	17

	13.3	Holding Over	17

	13.4	Survival	17

14.	WAIVER OF CLAIMS; INDEMNITY		17

	14.1	Waiver	17

	14.2	Indemnification	18

	14.3	Consequential Damages	18

	14.4	Liens	18

	14.5	Waiver of Landlord’s Lien	19

15.	TENANT DEFAULT		19

	15.1	Events of Default By Tenant	19

	15.2	Remedies	19

16.	LIMITATION OF LANDLORD’S LIABILITY		19

	16.1	Landlord Default	20

	16.2	Landlord’s Liability	20

	16.3	Transfer of Landlord’s Interest	20

17.	MISCELLANEOUS		20

	17.1	Severability	21

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TABLE OF CONTENTS

(continued)


		Page
17.2	Performance	21

17.3	Attorney’s Fees and Costs	21

17.4	Waiver of Right to Jury Trial	21

17.5	Headings; Time; Survival	21

17.6	Notices	21

17.7	Governing Law; No Counterclaims; Jurisdiction	22

17.8	Incorporation; Amendment; Merger	22

17.9	Brokers	22

17.10	Examination of Lease	22

17.11	Recordation	22

17.12	Authority	22

17.13	Successors and Assigns	23

17.14	Force Majeure	23

17.15	No Partnership or Joint Venture; No Third Party Beneficiaries	23

17.16	Access By Landlord	23

17.17	Rights Reserved by Landlord	23

17.18	Counterparts; Execution by Facsimile	24

17.19	Confidentiality	24

17.20	Incorporation of Exhibits	24

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120 EAST VAN BUREN STREET

TURN KEY DATACENTER LEASE

This Turn Key Datacenter Lease (this “Lease”) is entered into as of the date specified in Item 4 of the Basic Lease Information (the “Effective Date”), by and between Landlord (defined in Item 1 of the Basic Lease Information, below) and Tenant (defined in Item 2 of the Basic Lease Information, below):

RECITALS

A. Landlord is the owner of the Land (defined in Item 20 of the Basic Lease Information, below). The Land is improved with, among other things, the Building (defined in Item 21 of the Basic Lease Information, below). The Land, the Building, and Landlord’s personal property thereon or therein may be referred to herein as the “Property.”

B. Tenant desires to lease (i) a portion of the space in the Building’s Datacenter (defined in Item 22 of the Basic Lease Information, below) and (ii) that certain Pathway (defined in Section 1.1 of the Standard Lease Provisions, below) between the Datacenter and the Meet-Me Room (defined in Item 23 of the Basic Lease Information, below), for the purpose of connection to other communications networks during the Term (as defined in Section 2.1 of the Standard Lease Provisions, below).

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, Landlord and Tenant agree as follows:

BASIC LEASE INFORMATION


1. Landlord:		Digital Phoenix Van Buren, LLC, a Delaware limited liability company (“Landlord”)

2. Tenant:		DANGER Inc., a Delaware corporation (“Tenant”) Tenant represents that it has been validly formed or incorporated under the laws of the State of Delaware.

3. Tenant Addresses:		Tenant Address for Notices: Danger, Inc. 3101 Park Boulevard Palo Alto, California 94306 Attn: Manager, Network Operations Contact Name: Network Operations Center Phone No: (650) 289-1602 Facsimile No: (650) 493-0500 E-mail: noc@danger.com Tenant Address for Invoice of Rent: Danger, Inc. 3101 Park Boulevard Palo Alto, California 94306 Contact Name: Accounts Payable Phone No: (650) 289-5000 Facsimile: (650) 289-5001 E-mail: AP@danger.com

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4. Effective Date/ Commencement Date:

Effective Date: (Sign Date)		10 25, 2007 (being the latest date of the parties’ execution dates, as set forth on the signature page of this Lease)

Commencement Date: (Lease Start)		The “Commencement Date” shall be the date on which all of the following events (“Commencement Date Conditions”) have occurred: (1) Landlord has performed its site commissioning/turn up of the Premises (the “Site Commissioning/Turn-Up”) pursuant to the commissioning criteria (“Commissioning Criteria”) set forth on Exhibit “E-1”, so that the Premises have passed Level 5 Commissioning, i.e., have been constructed and can perform as designed; and (2) Landlord has delivered possession of the Tenant Space (defined below) to Tenant with the installations set forth on Exhibit “E”, attached hereto, having been completed (such installations, collectively, “Landlord’s Installations”) (the occurrence of the foregoing events, collectively, being referred to as “Substantial Completion”). Upon Landlord’s completion of the Commencement Date Conditions, Landlord shall deliver a notice to Tenant (the “Commencement Date Notice”) memorializing Landlord’s delivery of the Tenant Space to Tenant and confirming the Commencement Date. Landlord agrees to use commercially reasonable efforts to cause the Commencement Date to occur by *November 1, 2007* (the “Target Commencement Date”).

5. Term:		Approximately 48 months (commencing on the Commencement date and expiring forty-eight (48) full calendar months thereafter (Lease End)), subject to extension or earlier termination as set forth in this Lease.

6. Extension Term:		One (1) Extension Option (defined in Section 2.3.1 of the Standard Lease Provisions, below), to extend the Term (defined below) for an Extension Term (defined in Section 2.3.1 of the Standard Lease Provisions, below) of forty-eight (48) months pursuant to Section 2.3, below.

7. Tenant Space: (a) Premises:		The Premises described in Item 7(a), below, and the Pathway described in Item 7(b), below Landlord and Tenant acknowledge and agree that the Premises shall consist of approximately 5,500 square feet of area in the Datacenter, caged approximately as set forth on the diagram contained on Exhibit “A”, attached hereto, and shall be leased to Tenant in two (2) phases as follows: 1. On the Commencement Date, the Premises shall be deemed to consist of approximately 2,750 square feet (as shown on Exhibit “A”, “Premises-A”) in the Datacenter. From and after the Commencement Date until the end of the sixth (6^th) month of the Term (the “Prem A Period”), the “Premises” shall mean, and consist only of, Premises-A (i.e., approximately 2,750 total s.f.). 2. As of the first day of the seventh (7^th) month of the Term (the “Premises-B Expansion Date”), in addition to Premises-A, the Premises shall be deemed to have been expanded to include approximately 2,750 additional square feet (as shown on Exhibit “A”, “Premises-B”) in the Datacenter. From and after the Premises-B Expansion Date, throughout the balance of the Term of the Lease (the “Prem A-B Period”), the “Premises” shall mean and consist of

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		Premises-A, plus Premises-B (i.e., approximately 5,500 total s.f.). Landlord and Tenant acknowledge and agree that the cage (the “Cage”) for the approximately 5,500 square feet in the Datacenter that comprises Premises-A and Premises-B shall be installed by Landlord, at Landlord’s sole cost and expense, on or before the Commencement Date, as one complete caged area in the Datacenter approximately as set forth on Exhibit “A”. Landlord and Tenant also agree that, notwithstanding the staggered schedule of defining the Premises, described in items 1.-2., above, and subject to Tenant’s rights set out in Section 2.2.1, Tenant’s right to occupy and/or install equipment in all or any of the portions of such caged area (i.e., Premises-A and Premises-B) shall vest in Tenant as of the Commencement Date. The foregoing notwithstanding, (aa) for the purposes of calculating Tenant’s Electricity Consumption Threshold, the Premises shall be deemed to have been established as Premises-A on the Commencement Date, and shall be deemed to be increased during the Term of the Lease, in accordance with Items 1 through 2 of this Item 7(a); and (bb) in the event that Tenant exceeds any then current Electricity Consumption Threshold three (3) times in any five (5) day period (the date of such 3^rd occurrence being referred to herein as an “Early Increase Date”), the Premises, Electricity Consumption Threshold and Base Rent shall, upon written notice thereof from Landlord to Tenant, be deemed to have automatically increased to the next level in succession as of the Early Increase Date. *For example:* Assuming a Commencement Date of November 1, 2007. If, on November 10, 2007 (i.e., during month 1 of the Term of the Lease), Tenant exceeds 300kW for the third time since November 5, 2007, the following would occur, as a result: (i) November 10, 2007 would be deemed to be an Early Increase Date; (ii) the Prem A Period would be deemed to have expired on November 10, 2007; (iii) the Premises-B Expansion Date would be deemed to be November 11, 2007; (iv) the first two Base Rent periods shown in Item 9, below, would be automatically revised, as follows: $41,250.00 per month from the Commencement Date through November 10^th, 2007 (part of month 1 of the Term) $82,500.00 per month for the period November 11^th, 2007 through October 31^st, 2008 (part of month 1 of the Term and months 2-12 of the Term) (v) $27,500.00 of additional Base Rent for the month of November, 2007, would be due from Tenant to Landlord on November 11^th, 2007.

(b) Pathway:

(i) Pathway:		As described on Exhibit “C”.

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		Tenant is responsible for the costs and installations of all cable(s) between the Datacenter Connection Area and the Premises.

(ii) Additional Pathway:		In the event that, at Tenant’s request, Landlord permits Tenant to use fiber or copper (or any other means of connection) in addition to the Pathway described in Item 7(b), above (any of the same, “Additional Pathway”), (i) Tenant shall pay Rent (defined in Section 3.3, below) with respect to such installations or use of such Additional Pathway in an amount equal to the then prevailing market rent in the Building established from time to time by Landlord as the rental rate for new installations and/or use of fiber, copper or other means of connection and (ii) the execution by Tenant of an amendment to this Lease describing such additional installations and/or uses of such Additional Pathway, adding such Additional Pathway and/or uses to the Tenant Space, and setting forth the Rent payable by Tenant to Landlord with respect to such additional installations and/or uses of such Additional Pathway shall be a condition precedent to Tenant’s right to use such Additional Pathway for such additional installations and/or uses.

8. Intentionally Deleted		Intentionally Deleted

9. Base Rent:		$41,250.00 per month for the period commencing with the Commencement Date through the end of the sixth (6^th) month of the Term. $82,500.00 per month for months 7-12 of the Term. $84,975.00 per month for months 13-24 of the Term. $87,524.00 per month for months 25-36 of the Term. $90,150.00 per month for months 37-48 of the Term.

10. Installation Fee:		Within ten (10) days after the Effective Date, Tenant will pay Landlord $ (the “Installation Fee”) for the costs of the installations as shown on Exhibit “E” (“Landlord’s Installations”).

11. Security Deposit; Letter of Credit; Prepaid Rent		Within thirty (30) days after the Effective Date, Tenant agrees to either (a) pay Landlord a security deposit in the amount of $81,131.00 (the “Security Deposit”); or (b) provide Landlord a Letter of Credit payable to Landlord upon demand in the amount of $81,131.00, subject to the terms of Exhibit “I” (the “Letter of Credit”). Landlord and Tenant agree that (aa) the form of security (i.e., the Security Deposit or the Letter of Credit) that Tenant chooses to provide to Landlord within the aforementioned thirty (30) day period shall be referred to herein as the “Initial Security”; and (bb) the form of security that Tenant chooses not to initially provide to Landlord within the aforementioned thirty (30) day period shall be referred to herein as the “Alternate Security”. Landlord agrees that Tenant shall have the right, once during the term of this Lease, upon thirty (30) days’ notice (the “Replacement Security Notice Period”) to Landlord, to replace the Initial Security with the Alternate Security. Upon the providing of such notice, Tenant agrees to provide Landlord the Alternate Security. Prior to the later to occur of (a) five (5) business days after Landlord’s receipt of the Alternate Security, or (b) the expiration of the Replacement Security Notice Period, Landlord shall return the Initial Security to Tenant. From and after Tenant’s delivery to Landlord of the Alternate Security and Landlord’s return of the Initial Security to Tenant, each, as described above, Tenant’s obligation to provide

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		Landlord the Alternate Security shall govern throughout the balance of the Term of the Lease. For example: in the event that Tenant’s Initial Security is the Security Deposit, Landlord agrees that Tenant shall have the right, once during the term of this Lease, upon thirty (30) days’ notice to Landlord, to replace the Security Deposit with the Letter of Credit. Upon the providing of such notice, Tenant agrees to provide Landlord the Letter of Credit. Prior to the later to occur of (a) five (5) business days after Landlord’s receipt of the Letter of Credit, or (b) the expiration of the aforementioned thirty (30) day period, Landlord shall return the Security Deposit to Tenant (or so much of the Security Deposit that, in accordance with Section 5 of the Standard Lease Provisions, below, remains at such point in time). From and after Tenant’s delivery of the Letter of Credit and Landlord’s return of the Security Deposit to Tenant, each, as described above, Tenant’s obligation to provide Landlord a current Letter of Credit shall govern throughout the balance of the Term of the Lease. Prepaid Rent: $41,250.00 due and payable upon Tenant’s execution of the Lease, consisting of the first month’s Base Rent.

12. Datacenter Rules and Regulations:		This term shall mean Landlord’s rules and regulations for the Datacenter (the “Datacenter Rules and Regulations”), as such Datacenter Rules and Regulations may be amended from time to time by Landlord in accordance with Section 6.2 of the Standard Lease Provisions. The current version of the Datacenter Rules and Regulations is attached hereto as Exhibit “H”.

13. Intentionally Deleted		Intentionally Deleted

14. Intentionally Deleted		Intentionally Deleted

15. Eligibility Period:		One day’s Rent for each one (1) hour period (or part thereof) during which an Interruption of Landlord’s Service has occurred and is continuing, up to a maximum of three (3) days’ abatement for each twenty-four (24) hour period of such interruption. For example: (a) if such Interruption of Landlord’s Service continues for one (1) minute, one (1) day’s Rent shall be abated; (b) if such Interruption of Landlord’s Service continues for a consecutive period of sixty (60) minutes, one (1) additional day’s Rent shall be abated; (c) if such Interruption of Landlord’s Service continues for a consecutive period of one-hundred twenty (120) minutes, one (1) additional day’s Rent shall be abated; and (d) if such Interruption of Landlord’s Service continues for a consecutive period of twenty-four (24) hours and one minute (and for each period of twenty-four (24) hours thereafter during which such Interruption of Landlord’s Service continues – whether such Interruption of Landlord’s Service is continuous, or whether there are brief periods of service followed by further interruptions related to the same initial root cause (i.e., a specific PDU has become inoperable, or a specific CRAC unit has become inoperable) [all such subsequent Interruption of Landlord’s Service are deemed to be the “Same Interruption”]), one (1) additional day’s Rent shall be abated for each of the first (1^st) three (3) hours of each successive twenty-

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	four (24) hour period of the Same Interruption. The maximum Rent abatement for any twenty-four (24) hour period during which an Interruption of Landlord’s Service occurs, regardless of the number or length of Interruption of Landlord’s Service stemming from the Same Interruption in such twenty-four (24) hour period, shall not exceed three (3) days’ Rent, in accordance with (a)-(d), above. The foregoing notwithstanding, Interruption of Landlord’s Service that are not the “Same Interruption” shall entitle Tenant to the abatement rights described above with regard to each Independent Interruption (defined below). For example: if (aa) a specific PDU becomes inoperable due to an internal electrical malfunction, causing some or all of Tenant’s operations to lose power, and (bb) a specific CRAC unit becomes inoperable due to a lack of the necessary cooling agent, causing a rise in the temperature of the Premises above that which is described in Item 4(a) of Exhibit “F”, such that Tenant cuts power to its operating equipment in order to protect such equipment from the effects of high temperatures (and such lack of cooling agent is not directly caused by the inoperable PDU), then (aa) and (bb) would be considered “Independent Interruptions”.

16. Landlord’s Address for Notices:	Digital Phoenix Van Buren, LLC c/o Digital Realty Trust, L.P. 120 E. Van Buren Suite 120 Phoenix, AZ 85004 Attn: Property Manager Facsimile: (602) 716.5748 E-mail: leaseadministration@digitalrealtytrust.com	With copies to: Digital Realty Trust, L.P. 600 West 7th Street, Suite 540 Los Angeles, CA 90017 Attention: Danny Lane and Patricia Houston Facsimile No. (213) 688-2811 E-mail: dlane@digitalrealtytrust.com; phouston@digitalrealtytrust.com And: Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation 2323 Bryan Street, Suite 2200 Dallas, TX 75201 Attention: Noah K. Hansford Facsimile No. (214) 969-4999 E-mail: hansford@sbep-law.com

17. Landlord’s Address for Payment of Rent:	ACH Payments: Bank of America NT&SA 1850 Gateway Blvd. Concord, CA 94520-3282 Routing Number: 121000358 Account Number: 1459242282 Account Name: Digital Phoenix Van Buren, LLC Regarding/Reference: Tenant Account No., Invoice No.

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		Wire Transfer: Bank of America NT&SA 100 West 33^rd Street New York, NY 10001 Routing Number: 026009593 SWIFT: BOFAUS3N Account Number: 1459242282 Account Name: Digital Phoenix Van Buren, LLC Regarding/Reference: Tenant Account No., Invoice No. Check Payments: Digital Phoenix Van Buren, LLC P.O. Box 50648 Los Angeles, CA 90074-0648 Overnight Address: Bank of America Lockbox Services File 50648 Ground Level 1000 West Temple St. Los Angeles, CA 90012 Contact Information: Director of Cash Management Digital Realty Trust 560 Mission Street, Suite 2900 San Francisco, CA 94104 P: (415) 738-6509 F: (415) 495-3687

18. Brokers:

(a) Landlord’s Broker:		None.

(b) Tenant’s Broker:		None.

19. Intentionally Deleted		Intentionally Deleted

20. Land:		The land (“Land”) located at: 120 East Van Buren Street, Phoenix, Arizona

21. Building:		120 East Van Buren Street: A Three (3)-story building consisting of approximately 300,000 rentable square feet (the “Building”)

22. Datacenter:		Suite 130 of the Building depicted on Exhibit “A” attached hereto.

23. Meet-Me Room:		Suites MMR1 and MMR2 of the Building located on the Plaza floor of the Building serve as the common interconnection areas for Building tenants and Datacenter tenants.

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24. Landlord Group:		Landlord, Digital Realty Trust, L.P., Digital Realty Trust, Inc., and their respective directors, officers, shareholders, members, employees, agents, constituent partners, affiliates, beneficiaries, trustees and representatives (the “Landlord Group”).

This Lease shall consist of the foregoing Basic Lease Information, and the provisions of the Standard Lease Provisions (the “Standard Lease Provisions”) (consisting of Sections 1 through 17 which follow) and Exhibits “A” through “I”, inclusive, all of which are incorporated herein by this reference as of the Effective Date. In the event of any conflict between the provisions of the Basic Lease Information and the provisions of the Standard Lease Provisions, the Basic Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions.

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STANDARD LEASE PROVISIONS

1. LEASE OF PREMISES.

1.1 Tenant Space. In consideration of the covenants and agreements to be performed by Tenant, and upon and subject to the terms and conditions of this Lease, Landlord hereby leases to Tenant for the Term (defined in Section 2.1, below), (i) that certain space in the cage(s) specified in Item 7(a) of the Basic Lease Information in the approximate locations depicted on Exhibit “A” attached hereto (the “Premises”) and (ii) those certain conduit(s) , partial conduit(s) and/or dark fiber(s) or copper described in Item 7(b) of the Basic Lease Information (the “Pathway”). The Premises and the Pathway shall be referred to herein collectively as the “Tenant Space.”

1.2 Condition of Tenant Space. Tenant has inspected the Datacenter and the Tenant Space and, subject to Landlord’s completion of Landlord’s Installations, Tenant accepts the Tenant Space in its “AS IS, WHERE IS” condition. Tenant acknowledges and agrees that (i) no representation or warranty (express or implied) has been made by Landlord as to the condition of the Property, the Building, the Datacenter or the Tenant Space or their suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose, except as expressly provided herein, and (ii) except as specifically set forth herein, Landlord shall have no obligation to construct or install any improvements in or to make any other alterations or modifications to the Tenant Space. Upon the completion of the Commencement Date Conditions, the taking of possession of the Tenant Space by Tenant (i.e. Tenant is not considered to be “in possession of the Tenant Space” during any period of Early Access (defined below)) shall conclusively establish that the Tenant Space was at such time in good order and clean condition.

1.3 Datacenter Connection Area. Tenant acknowledges and agrees that all interconnections between the systems of Tenant and those of other tenants of the Datacenter and/or the Building must be made in the Meet-Me Room. During the Term of this Lease and subject to availability, Tenant shall have the right to lease Additional Pathway between the Datacenter Connection Area and the Meet-Me Room upon Landlord’s then prevailing standard rates and terms for such Additional Pathway. Tenant acknowledges that the Datacenter Connection Area is a common use area that will be used by and be accessible by other tenants and their technicians. The foregoing notwithstanding, Tenant acknowledges that the Meet-Me Room is operated by an entity (not an affiliate of Landlord) named tel^X – Phoenix, LLC (“tel^x”). All operations in the Meet-Me Room (including all MMR Services, as defined in Section 6.1, below), and all Tenant presence, including pathway, in the Meet-Me Room (other than connections made in Landlord’s Meet-Me Room interconnection rack) are governed and controlled by tel^x; each and all of which is subject to such agreements and costs as are required, from time to time, by tel^x.

1.4 Intentionally Deleted.

1.5 Quiet Enjoyment; Access. Subject to all of the terms and conditions of this Lease, Tenant shall quietly have, hold and enjoy the Tenant Space without hindrance from Landlord or any person or entity claiming by, through or under Landlord. Subject to the terms and conditions of this Lease (including, without limitation, the Datacenter Rules and Regulations (defined in Section 6.2, below)) and Landlord’s Access Control Systems (defined in Section 7.1, below) and Force Majeure (as defined in Section 17.14 below), Tenant shall have access to the Tenant Space twenty-four (24) hours per day, seven (7) days per week.

2. TERM.

2.1 Term. The term of this Lease, and Tenant’s obligation to pay Rent under this Lease, shall commence on the Commencement Date and shall continue in effect for the period specified in Item 5 of the Basic Lease Information (the “Term”), unless this Lease is earlier terminated as provided herein.

2.2 Delivery of Tenant Space. Delivery of Tenant Space. Landlord shall use commercially reasonable efforts to cause the Commencement Date Conditions to occur prior to the Target

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Commencement Date. Upon the occurrence of the Commencement Date, Landlord shall deliver the Commencement Date Notice to Tenant.

2.2.1 Intentionally deleted.

2.2.2 In the event that the Commencement Date Conditions have not occurred by the Target Commencement Date, Landlord shall not be deemed in default hereunder, and the Commencement Date shall be postponed, as Tenant’s sole and exclusive remedy, until the date on which the Commencement Date Conditions have occurred. Notwithstanding the forgoing, in the event that the Commencement Date Conditions have not occurred prior to December 31, 2007, subject to extension related to Tenant Delay (defined below) and Force Majeure (not to exceed 60 days of Force Majeure), Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by delivering written notice of such termination to Landlord. Should the Commencement Date Conditions occur prior to Tenant’s exercise of the foregoing termination right, however, such termination right shall, in such event, expire and be of no further force or effect upon such occurrence of the Commencement Date Conditions. For the purposes of this Lease, “Tenant Delay” shall mean a delay in Landlord’s completion of the Commencement Date Conditions, which is attributable to or caused by any change order by Tenant.

2.2.3 Tenant acknowledges that Tenant shall be responsible for installing, at Tenant’s sole cost and expense, any and all work (other than the completion of the Commencement Date Conditions) for the Premises (collectively, the “Tenant Work”). Sections 2.2, 2.2.1 & 2.2.2, above, notwithstanding, Landlord agrees, subject to the terms and conditions of this Section 2.2.3, to permit Tenant and its contractors, subcontractors, space planner/interior architect, engineers, consultants, vendors, suppliers and other representatives, and their respective employees to enter and occupy the Premises, prior to the Commencement Date (“Early Access”), for the purposes of inspecting same and for performing Tenant Work, including the installation of fixtures and equipment (e.g., telephone, communications and computer equipment and the wiring and cabling for same), on and after the date upon which Landlord notifies Tenant, verbally or otherwise, that the Premises is dust-free and safe for Tenant’s occupancy, as determined by Landlord in Landlord’s sole and absolute discretion, but not before Tenant’s Early Access would materially delay Landlord’s ability to complete the Commencement Date Conditions on or before the Target Commencement Date (the date upon which Landlord provides such notice of Early Access is referred to herein as the “Early Access Date”; the period between the Early Access Date and the Commencement Date is referred to herein as the “Early Access Period”). Any such permission shall constitute a license only, conditioned upon Tenant’s:

(a) working in harmony with Landlord and Landlord’s agents, contractors, workmen, mechanics and suppliers; and

(b) furnishing Landlord with such insurance as Landlord may reasonably require against liabilities which may arise out of such entry; provided that, in no event shall such insurance requirements exceed those that are described on Exhibit “B”, attached hereto.

Notwithstanding anything in this Lease to the contrary, the Early Access Period may be reduced by Landlord to the extent such Early Access materially interferes with Landlord’s ability to complete the Commencement Date Conditions on or before the Target Commencement Date. Additionally, Tenant agrees that, while Tenant shall not be required to pay Base Rent during the Early Access Period, Tenant shall be required to pay any and all electricity charges that accrue to the Premises during the Early Access Period. Tenant’s Early Access right is subject to Tenant executing and delivering to Landlord a Memorandum of Understanding in the form attached hereto as Exhibit “E-2”.

2.3 Extension Option.

2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, Tenant shall have the number of options (each, an “Extension Option”) specified in Item 6 of the Basic Lease Information to extend the Term of this Lease with respect to the entire Tenant Space, each for an

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additional term of forty-eight (48) calendar months (collectively the “Extension Terms”, each an “Extension Term”), upon the same terms, conditions and provisions applicable to the then current Term of this Lease (except as provided otherwise herein). The Base Rent payable with respect to the Tenant Space for each year of the Extension Term (the “Option Rent”) shall be increased hereunder as of the first (1^st) day of each such year to be equal to one hundred three percent (103%) of the Base Rent payable for the immediately preceding year of the Term of the Lease, as extended.

2.3.2 Tenant may exercise each Extension Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least nine (9) calendar months (and not more than twelve (12) calendar months) prior to then applicable expiration date of the Term, which Option Exercise Notice shall specify that Tenant is irrevocably exercising its Extension Option so as to extend the Term of this Lease by an Extension Term on the terms set forth in this Section 2.3. In the event that Tenant shall duly exercise an Extension Option, the Term shall be extended to include the applicable Extension Term (and all references to the Term in this Lease shall be deemed to refer to the Term specified in Item 5 of the Basic Lease Information, plus all duly exercised Extension Terms). In the event that Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.

2.3.3 Tenant shall have the right to exercise any Extension Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Option Term is scheduled to commence there shall be an uncured Event of Default by Tenant under this Lease

3. BASE RENT AND OTHER CHARGES.

3.1 Base Rent. Commencing on the Commencement Date, Tenant shall pay to Landlord base rent (the “Base Rent”) for the Tenant Space in the amount set forth in Item 9 of the Basic Lease Information. All such Base Rent shall be paid to Landlord in equal monthly installments in advance on the first day of each and every month throughout the Term of this Lease; provided, however, that (a) the first full monthly installment of Base Rent shall be payable upon Tenant’s execution of this Lease and (b) if the Term of this Lease does not commence on the first day of a calendar month, the Base Rent for such partial calendar month shall (i) be calculated on a per diem basis determined by dividing the Base Rent above by the actual number of days in such month and multiplying such amount by the number of days remaining in such calendar month from and after (and including) the Commencement Date, and (ii) shall be paid by Tenant to Landlord on the Commencement Date. Except as set forth in this Section 3.1, Tenant shall not pay any installment of Rent (defined in Section 3.3, below) more than one (1) month in advance.

3.2 Installation Fee/Other Charges. In addition to paying the Base Rent, within thirty (30) days after Tenant’s receipt of an invoice therefor from Landlord, Tenant shall pay to Landlord as Additional Rent the one-time installation fee and any other charges specified in Item 10 of the Basic Lease Information as partial consideration for the fixturization of the Datacenter as set forth on Exhibit “E” attached hereto and Landlord’s costs in connection with this Lease and Tenant’s commencement of operations within the Tenant Space

3.3 Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor (except as provided herein) in lawful money of the United States without any abatement, offset or

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deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant. No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the Expiration Date (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.” All Rent payable hereunder, except for Base Rent and except as otherwise specifically set forth herein, shall be payable in arrears within thirty (30) day of invoice by Landlord.

3.4 Late Payments. Tenant hereby acknowledges and agrees that the late payment by Tenant to Landlord of Base Rent or Additional Rent (or any other sums due hereunder) will cause Landlord to incur administrative costs not contemplated under this Lease and other damages, the exact amount of which would be extremely difficult or impractical to fix. Landlord and Tenant agree that if Landlord does not receive any such payment on or before the date that is five (5) days after the date on which such payment is due (a “Late Charge Delinquency”), Tenant shall pay to Landlord, as Additional Rent, (i) a late charge (“Late Charge”) equal to five percent (5%) of the amount overdue to cover such additional administrative costs and damages, and (ii) interest on all such delinquent amounts at an interest rate (the “Default Rate”) equal to the lesser of (a) one and one-half percent (1¹/2 %) per month or (b) the maximum lawful rate from the date such amounts are first delinquent until the date the same are paid. In no event, however, shall the charges permitted under this Article 3 or elsewhere in this Lease, to the extent the same are considered to be interest under applicable law, exceed the maximum lawful rate of interest. Landlord’s acceptance of any Late Charge, or interest pursuant to this Section 3.4, shall not be deemed to constitute a waiver of Tenant’s default with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord hereunder or under any Applicable Laws. Notwithstanding anything herein to the contrary, Landlord agrees to waive the default interest and late charges for one (1) late payment hereunder during any consecutive twelve (12) calendar month period during the Term provided such late payment is paid in full within five (5) business days after written notice to Tenant of such failure.

3.5 Electrical Power. Tenant shall pay for all electricity provided to and/or used in the Tenant Space, as set forth herein. An electrical metering device (or electrical metering devices) (collectively, the “Electrical Metering Equipment”) compatible with Landlord’s energy management system for monitoring electricity provided to and/or used in the Tenant Space shall be installed by Tenant at Tenant’s cost. Landlord shall bill Tenant monthly for the actual cost of all electricity provided to and/or used in the Tenant Space based upon the Electrical Metering Equipment (the “Actual Electrical Costs”), plus a cost-recovery factor equal to fifty percent (50%) of the Actual Electrical Costs (the “Shared Electrical Payment”; together with the Actual Electrical Costs, collectively, the “Power Payment”). Tenant shall pay the Power Payment to Landlord, as Additional Rent, within thirty (30) days of delivery of such Power Payment invoice. Landlord and Tenant acknowledge that the Shared Electrical Payment is intended to reimburse Landlord for electricity used by certain equipment within the Tenant Space and/or by equipment located outside the Tenant Space but serving the Tenant Space, which usage, in either case, is commercially impractical of being metered because it utilizes equipment and/or facilities designed to serve more area of the Building than just the Tenant Space (the “Shared Electrical Equipment”). For the avoidance of doubt, it is the intent of the parties that this Section 3.5 represents a mechanism only for Landlord’s cost recovery with regard to electrical power provided to and/or used in or for the Tenant Space, and that there is no intent for Tenant’s Power Payment to include any element of profit to the Landlord in connection therewith.

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4. TAX ON TENANT’S EQUIPMENT; OTHER TAXES.

4.1 Equipment Taxes. Tenant shall be liable for and shall pay at least ten (10) days before delinquency (and Tenant hereby indemnifies and holds Landlord harmless from and against any Claims (defined in Section 14.2, below) arising out of, in connection with, or in any manner related to) all governmental fees, taxes, tariffs and other charges levied directly or indirectly against any personal property, fixtures, machinery, equipment, apparatus, systems, connections, interconnections and appurtenances located in or used by Tenant in or in connection with the Tenant Space. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property, and if Landlord elects to pay the same, Tenant shall pay to Landlord as Additional Rent, within ten (10) days of Landlord’s demand therefor, that part of such taxes for which Tenant is liable hereunder.

4.2 Additional Taxes. Tenant shall pay to Landlord, as Additional Rent and within ten (10) days of Landlord’s demand therefor, and in such manner and at such times as Landlord shall direct from time to time by written notice to Tenant, any excise, sales, privilege, margin or other tax, assessment or other charge imposed, assessed or levied by any governmental or quasi-governmental authority or agency upon Landlord on account of (i) the Rent (and other amounts) payable by Tenant hereunder (or any other benefit received by Landlord hereunder), including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority, (ii) this Lease, Landlord’s business as a lessor hereunder, and the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Tenant Space (including, without limitation, any applicable possessory interest taxes), (iii) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Tenant Space, or (iv) otherwise in respect of or as a result of the agreement or relationship of Landlord and Tenant hereunder. Notwithstanding the foregoing, Tenant shall not be responsible for the payment of any federal and state income taxes, franchise taxes, excess profits taxes gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, and other taxes applied or measured by Landlord’s general or net income (as opposed to taxes applied or measured by Landlord’s rents, receipts, or income attributable to operations at the Building and/or taxes that are commonly referred to as “margin” taxes or “net profits” taxes).

5. SECURITY DEPOSIT; LETTER OF CREDIT.

5.1 In the event that Tenant elects to deposit the amount specified in Item 11 of the Basic Lease Information as a security deposit (the “Security Deposit”), the provisions of this Section 5.1 shall apply to the Security Deposit. Landlord shall hold the Security Deposit as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease, it being expressly understood and agreed that the Security Deposit shall not be considered an advance payment of Rent or a measure of Landlord’s damages in case of default by Tenant. The Security Deposit shall be held by Landlord without liability to Tenant for interest, and Landlord may commingle such deposit with any other funds held by Landlord. Upon the occurrence of any Event of Default (defined in Section 15.1 below), Landlord may, from time to time, without prejudice to any other remedy, apply the Security Deposit to the extent necessary to make good any arrears of Base Rent, Additional Rent, and any other payment, damage, injury, expense or liability caused to Landlord by such Event of Default. Following any application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to the amount thereof immediately prior to such application. Subject to the requirements of, and conditions imposed by, governmental laws, rules and regulations applicable to security deposits under commercial leases (the “Applicable Security Deposit Laws”), Landlord shall, within the time required by Applicable Security Deposit Laws, or if no such requirement, within sixty (60) days after the expiration of the Term of this Lease (or the earlier termination of this Lease), return to Tenant the portion (if any) of the Security Deposit remaining after deducting all damages, charges and other amounts owing by Tenant to Landlord under this Lease. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any default under this Lease by Tenant. If Landlord transfers Landlord’s interest in the Tenant Space during the Term of this Lease (including any extension thereof), Landlord may assign the Security Deposit to the transferee, and upon such transfer and the delivery to Tenant of an acknowledgement of the

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transferee’s responsibility for the Security Deposit, Landlord shall have no further liability for the return of the Security Deposit. In the event the provisions of any Applicable Security Deposit Laws, or other provisions of Law, now or hereinafter in force, which restricts the amount or types of claims that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits, conflict with the terms and conditions of this Section 5, the terms and conditions of this Section 5 shall govern.

6. USE.

6.1 Permitted Use. Subject to the terms of this Lease, including, specifically, Sections 1.3 and 6.3.1, Tenant shall be entitled to use the Tenant Space only for the placement, maintenance and operation of computer, switc