Sublease Agreement

GOOGLE TECHNOLOGY INC.

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the Sublease) is entered into as of the 9th day of July, 2003, by and between the Sublandlord and Subtenant hereinafter named. Upon the terms and conditions hereinafter set forth, the Sublandlord and Subtenant agree as follows:

1.    DEFINITIONS AND BASIC PROVISIONS. The following definitions and basic provisions shall be used in conjunction with and limited by the reference thereto in the provisions of this Sublease:

G.    Sublease Premises: Four buildings including 506,317 square feet of Rentable Area, as initially described in Exhibit A to the Master Lease and as more fully described in Exhibit A. The Sublease Premises consists of the following (each, a Sublease Premises Portion):

1.     Building 40, Floor 1 Premises: portion of the Sublease Premises comprising the first floor of building commonly known as Building 40, as shown on Exhibit A-1 attached hereto and containing 82,891 rentable square feet.

2.     Building 40, Floor 2 Premises: portion of the Sublease Premises comprising the second floor of building commonly known as Building 40, as shown on Exhibit A-2 attached hereto and containing 71,610 rentable square feet.

3.     Building 41 Premises: portion of the Sublease Premises commonly known as Building 41, as shown on Exhibit A-3 attached hereto and containing 98,912 rentable square feet.

4.     Building 42 Premises: portion of the Sublease Premises commonly known as Building 42, as shown on
Exhibit A-4, and containing 82,742 rentable square feet.

5.     Building 43 East Premises: portion of the Sublease Premises commonly known as Building 43 East, as shown on Exhibit A-5, and containing 85,081 rentable square feet.

6.    Building 43 West Premises: portion of the Sublease Premises commonly known as Building 43 West, as shown on Exhibit A-6, and containing 85,081 rentable square feet.

H.     Sublease Commencement Date: The Actual Delivery Date (defined below) for each Sublease Premises Portion delivered by Sublandlord to Subtenant.

I.    Sublease Expiration Date: December 31, 2012

J.     Sublease Term: A period commencing on the Sublease Commencement Date for the Building 42 Premises, and expiring on the Sublease Expiration Date. Notwithstanding the foregoing, if the Master Lease terminates prior to the Sublease Expiration Date by its terms and other than as a consequence of a Lease Termination (as defined in the WH-Google NDA), the Sublease Term shall simultaneously terminate effective on such termination date; the parties acknowledge that the WH-Google NDA provides that if the Master Lease terminates as a consequence of any such Lease Termination, the Sublease and the Sublease Term shall remain in effect pursuant to and in accordance with the terms and conditions of the WH-Google NDA.

K.     Sublease Base Rent: The Base Rent payable hereunder shall initially be payable at the rate of $1.75 per rentable square foot of the Sublease Premises per month, or $21.00 per rentable square foot of Sublease Premises per annum (which, upon the Sublease Rent Commencement Date of the last Sublease Premises Portion to be delivered by Sublandlord to Subtenant hereunder, equates to $10,632,657 per annum, payable in the amount of $886,054.75 per month), payable in the manner set forth in Paragraph 6 below. As described in Paragraph 6 below and in Exhibit D attached hereto, the Sublease Base Rent rate will escalate by three percent (3%) per annum as of (a) the date that is one (1) year after the date on which the Sublease Rent Commencement Date occurs for that Sublease Premises Portion which, when added to the rentable square

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footage of those Sublease Premises Portions for which the Sublease Rent Commencement Date has previously occurred, shall cause the aggregate rentable square footage of the Sublease Premises Portion for which the Sublease Rent Commencement Date has occurred to exceed 225,000 rentable square feet (the Initial Adjustment Date), and (b) each anniversary of the Initial Adjustment Date thereafter (each, an Adjustment Date). Sublease Base Rent payable with respect to each Sublease Premises Portion shall, from and after the applicable Sublease Rent Commencement Date for such Sublease Premises Portion, initially consist of the following (assuming that the Sublease Rent Commencement Date with respect to all Sublease Premises Portions occurs prior to the Initial Adjustment Date):

1.     Building 40, Floor 1 Sublease Base Rent: $1,740,711 per annum, payable in the amount of $145,059.25 per month.

2.     Building 40; Floor 2 Sublease Base Rent: $1,503,810 per annum, payable in the amount of $125,317.50 per month.

3.     Building 41 Sublease Base Rent: $2,077,152 per annum, payable in the amount of $173,096 per month.

4.     Building 42 Sublease Base Rent: $1,737,582 per annum, payable in the amount of $144,798.50 per month.

5.     Building 43 East Sublease Base Rent: $1,786,701 per annum, payable in the amount of $148,891.75 per month.

6.     Building 43 West Sublease Base Rent: $1.786,701 per annum, payable in the amount of $148,891.75 per month.

L.     Target Sublease Delivery Date: with respect to any Sublease Premises Portion, shall be the date by which Sublandlord expects, using reasonably diligent efforts, to deliver such Sublease Premises Portion to Subtenant in accordance with the provisions of this Sublease, and, expressed in chronological order with respect to each Sublease Premises Portion, are the following target dates:

1.     Building 42 Sublease Premises: August 1, 2003

2.     Building 41 Sublease Premises: December 15, 2003.

3.     Building 43 West Sublease Premises: December 31, 2003.

4.     Building 40, Floor 1 Sublease Premises: January 15, 2004.

5.     Building 40, Floor 2 Sublease Premises: March 1, 2004.

6.     Building 43 East Sublease Premises: September 1, 2004.

M.     Actual Delivery Date: with respect to any Sublease Premises Portion, shall be the actual date on which Sublandlord delivers such Sublease Premises Portion to Subtenant in accordance with the provisions of this Sublease.

N.     Sublease Rent Commencement Date: with respect to any Sublease Premises Portion, shall be the earlier of (x) the date on which Subtenant commences occupancy and use of such Sublease Premises Portion for the purpose of conducting Tenants business operations therein (as opposed to the construction of initial fit-up improvements) (the Subtenant Actual Occupancy Date), and (y) sixty (60) days following the Actual Delivery Date for such Sublease Premises Portion, subject to acceleration pursuant to Paragraph 2.D below.