ADAPTIVE REUSE LEASE BETWEEN NATIONAL AERONAUTICS AND SPACE ADMINISTRATION AND PLANETARY VENTURES, LLC REGARDING NASA AMES RESEARCH CENTER EASTS IDE/AIRFIELD SAA2 - 402923 NATIONAL AERONAUTICS AND SPACE ADMrNTSTRATION ADAPTIVE RF,USF T EASE Basic Lease hiforinatuin Effective Date: October , 2014. I andlord: NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, an Agency of the United States. Tenant: PLANETARY VENTURES, LLC, a Delaware limited liability company. Guarantor; GOOGLE INC., a Delaware corporation. Premises: The improved real property described in Exhibit A-1. containing approximately 1.000.1 acres of gross land area, located at NASA Ames Research Center, Moffett Field, California. As more particularly described below, the Premises include, among other things, the following buildings and facilities: Hangar One; Hangar Two; Hangar Three; Building 158; the Airfield; and the Golf Course. Property: The land, the buildings and other improvements known as NASA Ames Research Center, Moffett Field, California 94035 - 100C. 'Hie Premises are part of the Property. Initial Lease Term: Sixty (60) Years, commencing after the Transition Term, subject to: (a) the rights to extend the Term in accordance with section 3.7; and (b) the parties' respective rights to terminate this Lease during the Initial Term in accordance with section 3.6. Commencement Oate: The earlier to occur of (a) ten (10) business days following the latter to occur of the date the EPA and the RWQCB issue Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant (estimated to occur on or about November 1, 2014), or (b) ten (10) business days after Tenant, in its sole and absolute discretion, waives the requirement for delivery of the Bona Ride Prospective Lessee Letters in accordance with section 3.1(a). Expiration Date: The sixtieth (60th) anniversary of the Commencement Date. Annual Base Rent (dollars per Lease Year): (i) Lease Years 1-3 - $10,250,000; (ii) Lease Years 4- 10 $15,500,000; (iii) Lease Year 11 - $15,750,000; and (iv) Lease Years 12-60 $20,500,000. Hangar One Security Deposit: $2,000,000.00. Page 1 of3 SAA2 - 402923 Rent Payment Instructions (Wire Preferred): By Wire Transfer: U.S. Treasury FED WIRE Deposit System Federal Reserve Wire Network Deposit System Wire Reference: SAA2-402923 By Check: NASA Shared Service Center (NSSC)FMD Accounts Receivable Attn: For the Accounts of Ames Research Center (Agreement # SAA2-402923) Bldg. 1111, C Road Stennis Space Center, MS 39529 Permitted Use of the Premises: Except for the more specific uses described below, Tenant shall use the Premises, including Hangar One, Hangar Two and Hangar Three, for research and development, including testing and light assembly uses related to space, aviation, rover/robotics and other emerging technologies and any other uses permitted under Applicable Laws. Subject to Landlord's reservation of space within Building 158, Tenant shall use Building 158 or any replacement building for aviation-related uses, including the continued operation of the air traffic control center to the extent required by the Airfield Management and Operations Plan, Airfield base operations, passenger terminal operations, and office uses related thereto, all subject to Tenant's right to relocate the air traffic control tower and Landlord's reserved space therein as more particularly provided for in sections 2.6(b) and 6.2 below. Tenant shall use, operate and maintain the Airfield as a limited use, prior permission required airfield to support aviation activities of CANG, Landlord and other Government agencies, Tenant and such other aviation uses as are permitted under Applicable Laws and Tenant's Airfield Management and Operations Plan, subject to the terms and conditions of this Lease. Tenant shall use, operate and maintain the Golf Course as a golf course in accordance with Applicable Laws, subject to the terms and conditions of this Lease. Tenant shall have the right to construct the Educational Facility in an area to be designated by Tenant and reasonably approved by Landlord, which approval shall not be withheld so long as such location (i) does not interfere with the Airfield and Golf Course operations, (ii) is consistent with the Security Plan, and (iii) complies with Applicable Laws. Landlord's Address: NASA Ames Research Center Aviation Manager Mail Stop 211 Bldg. N211, Room 264 P.O. Box 1 Moffett Field, CA 94035-0001 With a copy to: National Aeronautics and Space Administration Assistant Administrator for Strategic Infrastructure 300 E Street, SW Washington DC 20546 Page 2 of3 SAA2-402923 Tenant's Address: With a copy to Guarantor: Planetary Ventures, LLC 1600 Amphitheatre Parkway Mountain View, C A 94043 Attn: Vice President Real Estate Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 91-043 Attn: I-egal Department - Real Estate The foregoing Basic Lease information is incoipoiatod in a««.d made a part of the Lease to which it is attached. If there is any conflict between the Basic Lease "information and the Lease, the Basic Lease fii formation shall control. Tenant: PLANETARY VE'N fURES, I LC. a Delaware limited liability company By: GEV Real Estate, Inc., a Delaware corporation, Its: Member B>: Google Inc., a Delaware corporation, Its: Sole shareholder Landlord: NATION AL ARRONAUTK'S AND SPACE ADMINISTRATION, an Agency of the United States L . //. ' ' By: . .... Calvin Williams, Assistant Administrator for Strategic Infrastructure By: _ . .. Da\ itf Radcliffe Vicv Presiden! oi Real Estate and Workplace Servicee Pa> 3 of 3 TABLE OF CONTENTS ARTICLE 1 Definitions 1.1 Additional Proj ect 1.2 Additional Rent 2 1.3 Advisory Council 1.4 Affiliate 1.5 Airfield 1.6 Airfield Management and Operations Plan 1.7 Alterations 1.8 APD 1.9 APR ; 1.10 Applicable Laws 1.11 ARFF Costs... 1.12 ARFF Prorata Share 1.13 ARFF Services 1.14 Assigned Agreements 1.15 Assignment Agreement 1.16 Authority Having Jurisdiction 1.17 Authorized Representatives 1.18 Base Rent 1.19 Bona Ride Prospective Lessee Letters 1.20 Building 158 1.21 Building Systems 1.22 CANG 1.23 CANG Cantonment Area 1.24 CANGMOA 1.25 CANGMOU 1.26 CANG Permit 1.27 CANG Temporary Use Areas 1.28 Capital Improvements 1.29 CBO 1.30 Center Director 1.31 CERCLA 1.32 Claims 1.33 Close Call 1.34 Commencement Date 1.35 Commencement of Construction 1.36 Conceptual Development Plan 1.37 Construction Contract 1.38 Construction Provisions 1.39 Demand Services 1.40 Dispute Notice 1.41 DTSC 1.42 Education Facility..... (0 SAA2 - 402923 Page 1.43 Effective Date .6 1.44 EIS 6 1.45 Environmental Agreements 7 1.46 Environmental Force Majeure Delay 7 1.47 Environmental Law 7 1.48 Environmental Reports 7 1.49 EOC 7 1.50 EOC Reserved Area 7 1.51 EPA ...7 1.52 Event of Default 7 1.53 Excluded Claims 7 1.54 Excluded Contractor 7 1.55 Existing Airfield Agreements 7 1.56 Existing Environmental Conditions 8 1.57 Expiration Date 8 1.58 Extension Term 8 1.59 FF&E 8 1.60 Financing Transaction : 8 1.61 Fire Station Support Reserved Area 8 1.62 Fiscal Year 9 1.63 Force Majeure Delay 9 1.64 Full Insurable Replacement Value 9 1.65 GEV 9 1.66 Golf Course 9 1.67 Golf Course Operations Plan 10 1.68 Good Condition and Repair 10 1.69 Government 10 1.70 Government Hazardous Materials 10 1.71 GSA 10 1.72 Guarantor 10 1.73 Guaranty 10 1.74 Hangar One 10 1.75 (b)(4) 10 1.76 WW 10 1.77 (t>) (4) 11 1.78 Hangar One Reskinning 11 1.79 Hangar One Reskinning Period 11 1.80 Hangar One Schedule 11 1.81 Hangar One Security Deposit 11 1.82 Hangar Three 11 1.83 Hangar Three Schedule 11 1.84 HangarTwo ...12 1.85 Hangar Two Schedule 12 1.86 Hangars Two/Three 12 1.87 Hazardous Material 12 («) SAA2-402923 Page 1.88 HPSR 12 1.89 Improvements 12 1.90 Infrastructure 12 1.91 Initial Proj ect .12 1.92 Initial Term 12 1.93 ISP Services 12 1.94 ISP Services Rate 13 1.95 Land Use Controls 13 1.96 Landfills 13 1.97 Landlord.... 13 1.98 Landlord Delay 13 1.99 Lease 13 1.100 Lease Year 14 1.101 Memorandum of Lease 14 1.102 MEW Companies 14 1.103 MEW Construction Coordination Agreement 14 1.104 MEW ROD 14 1.105 MFAEIMP 14 1.106 MFAMIMP 14 1.107 MFA TRIM Plan 14 1.108 Mishap 15 1.109 MOA 15 1.110 Mortgage 15 1.111 Mortgagee 15 1.112 NADPMIMP 15 1.113 NADP TRIM Plan 15 1.114 NASA Ames Regulations 15 1.115 Navy 15 1.116 Navy Construction Coordination Document 15 1.117 Navy Memorandum of Understanding 16 1.118 NEPA 16 1.119 (b)(4) • 16 1.120 NHPA 16 1.121 NRP Design Review Board 16 1.122 Parcel 16 1.123 Partial Taking 16 1.124 Party 16 1.125 Permitted Activities 16 1.126 Permitted Materials 16 1.127 Permitted Use 16 1.128 Personal Property 17 1.129 Planning Clearance Pro cessing Period 17 1.130 POC 17 1.131 Points of Connection 17 1.132 Post — Commencement Assignment 17 (HQ SAA2-402923 1.133 Pre Construction Assignment 17 1.134 Premises 17 1.135 Proj ect S chedule 17 1.136 Projects...^ 17 1.137 Proposed Proj ects 18 1.138 Property 18 1.139 Qualified Airfield Operator 18 1.140 Qualified Appraiser 18 1.141 Qualified Golf Course Operator 18 1.142 Reconveyance 18 1.143 Rehabilitation 18 1.144 Rent 18 1.145 Reserved Areas 19 1.146 Reserved Events 19 1.147 Reserved Flight Operations 19 1.148 Reserved Rights 19 1.149 RFP 19 1.150 ROD 19 1.151 RWQCB 19 1.152 SCVWD 19 1.153 Secretary's Standards 19 1.154 Section 106 19 1.155 Security Plan 19 1.156 SHPO 19 1.157 Storage Reserved Area 19 1.158 Sublease of Space 19 1.159 Support Agreement , 20 1.160 Taking 20 1.161 Tangible Net Worth 20 1.162 Telecommunications Reserved Area 20 1.163 Temporary Construction License 20 1.164 Temporary Taking 20 1.165 Tenant 21 1.166 Tenant's Related Entities 21 1.167 Tenants' Association 21 1.168 Term 21 1.169 Total Taking .