Riverbed Technology (RVBD)

Standards for Utilities and Services

The furnishing of building services and utilities to Tenant shall be accomplished in accordance with and subject to the terms and conditions set forth in this Exhibit D and elsewhere in the Lease.

1. Subject to the provisions of Section 17 of the Lease, Landlord shall furnish the Premises with building services and utilities as set forth below:

(a) Landlord shall, on a 24-hour-per-day, 365-day-per-year basis provide elevator service (which in the lower elevator bank shall consist of five (5) passenger elevators and one (1) freight elevator) by nonattended automatic elevators for general office pedestrian usage. At least two (2) passenger elevators will be in service at all times and, except in circumstances of necessary emergency repairs, with all passenger elevators operating during “Business Hours,” as defined below; provided, however, that notwithstanding the provisions of this sentence, Landlord shall have the right to pull elevators from service to the extent necessary to perform maintenance and repairs in connection with the elevators. Landlord shall also provide, for use in accordance with all applicable rules and regulations for the Building, freight elevator service.

(b) Landlord shall provide heating and air conditioning Monday through Friday, from 8:00 a.m. to 6:00 p.m., and upon request on Saturday, from 9:00 a.m. to 12:00 p.m. (noon), excepting “Holidays” as defined in Paragraph 5 below (“Business Hours”). The Base Building HVAC system shall have the capacity, and shall be operated, to maintain a temperature in the Premises, during hours that heating and air conditioning services are required to be provided, at not less than 70°F during cool days and not greater than 72°F during warm days; provided that because of the typical “throttling” range of the thermostats, the actual temperature on cool days may temporarily range down to 68°F, and the actual temperature on warm days may temporarily range up to 74°F. Landlord shall provide fresh air in compliance with ASHRAE 62 89. Landlord will maintain the above required temperature comfort range for all days that meet ASHRAE published 1% design criteria for outdoor temperatures in downtown San Francisco.

(c) Landlord shall provide tepid or hot and cold water for the restrooms serving the Premises (one wet column per floor). Landlord shall also provide chilled water for all drinking fountains furnished by Landlord.

(d) Landlord shall provide the janitorial services specified in Exhibit G (Cleaning Specifications), which services shall be generally consistent with Comparable Buildings. Such janitorial services shall be provided to the Common Areas and the office areas of the Premises (but specifically excluding any cafeterias, kitchens, kitchenettes, or computer rooms, etc., except to the extent otherwise expressly provided in Exhibit G) each evening, Monday through Friday, or, at Landlord’s option, Monday through Thursday evenings and Sunday during the day or evening, except Holidays, provided that the Premises are kept reasonably in order by Tenant. Tenant may contract directly with the Building’s janitorial services contractor or with third-party janitorial services contractors, as determined by Tenant (and so long as no labor disputes arise from the retention of such third-party contractors) to provide supplemental cleaning services for the Premises. Janitorial services shall be performed at Landlord’s direction without interference by Tenant or Tenant’s employees.

(e) Landlord shall provide appropriate vermin and pest control services when reasonably necessary in connection with normal office usage.

(f) Landlord shall wash the exterior windows of the Building at least two (2) times per year, subject to increase if the custom and practice among the owners of the majority of the Comparable Buildings calls for more frequent window washing.

(g) Landlord shall furnish HVAC service during such hours as Tenant establishes, and at other times upon Tenant’s request given not later than 12:00 p.m. (noon) on the business day for which Tenant desires such additional service, and not later than 12:00 p.m. (noon) on the business day before any Saturday, Sunday, or Holiday on which Tenant requires such service or upon later notice if reasonably practicable. Tenant shall pay to Landlord an amount equal to Tenant’s proportionate share of the actual direct cost to Landlord in providing HVAC service to Tenant and all other tenants of the Building receiving such HVAC services during normal Business Hours which shall set forth the rates of ventilation only as well as for air conditioning. Outside of normal Business Hours, Tenant shall pay 100% of the direct cost for HVAC service, unless other tenants in the building request such after-hours service, which Landlord will then charge each tenant requesting such service their proportionate share of the cost.

(h) The method for calculating the costs of providing HVAC services will be performed using industry standard practices, which will include the energy consumption of the pumps, cooling towers, fans, chillers and boilers as well as other associated costs, such as chemical treatment, increased frequency of changing air filters and building engineer’s time for monitoring such equipment outside of normal Business Hours, No tenant of the Building shall be entitled to a more favorable method of calculating such HVAC costs during the term of this Lease than that applied to Tenant herein. All cost increases with respect to HVAC services under this Lease shall be limited to actual cost increases incurred by Landlord.

2. Additional Services. The services for which Landlord shall be entitled to payment from Tenant pursuant to Subsection 17.2 of the Lease shall include, without limitation, those specified below in this Section 2.

(a) If the temperature otherwise maintained in any portion of the Premises by the HVAC system is affected as a result of (i) the occupancy of the Premises by more than one person per one hundred fifty (150) square feet of usable area therein, (ii) an electrical load for lighting and power in excess of 4.0 watts per usable square foot, or (iii) any rearrangement of partitioning or other improvements, Landlord may install any equipment, or modify any existing equipment (including the standard air conditioning equipment) Landlord reasonably deems necessary, after receiving Tenant’s reasonable consent as to such conclusion, to restore the temperature balance. The cost of any such equipment and the cost of installing, operating, maintaining, or repairing the same, including the cost of any electrical or engineering consultant engaged by Landlord in connection therewith, shall be paid by Tenant pursuant to Subsection 17.2 of the Lease, without any right of credit or offset for underutilization of services specified in Section 1 above; provided, however, that Tenant, at Tenant’s sole cost and expense, may perform the work contemplated by this sentence, upon the reasonable prior approval of Landlord and in accordance with Landlord’s construction procedures and guidelines for performing such work and in a manner otherwise reasonably satisfactory to Landlord.

(b) If Tenant otherwise requires, on a regular basis, water, heat, air conditioning, electric current, elevator or janitorial service in excess of that provided for in Section 1 above, Tenant shall first obtain Landlord’s written consent, which shall not be unreasonably withheld or delayed, in which event Landlord may install an electric current or water meter (including, without limitation, any additional wiring, conduit, or panel required therefor) to measure the electric current or water consumed by Tenant, or Landlord may cause the usage to be measured by other reasonable methods (e.g., by temporary “check” meters or by survey). The costs to be paid by Tenant pursuant to Subsection 17.2 of

the Lease for such additional services shall include (i) the actual cost to Landlord of any and all water, heat, air conditioning, electric current, janitorial, elevator, or other services or utilities furnished to Tenant in excess of the services and utilities required to be furnished by Landlord as provided in Section 1 above or as part of Landlord’s Base Building Work, (ii) the reasonable and actual cost of installation, maintenance, and repair of any meter installed in the Premises by Landlord to measure Tenant’s utility usage if Landlord installed such meter after a request by Tenant for excess usage, or if in any event such meter shall have disclosed that Tenant is using excess utilities or services, and (iii) the actual cost to Landlord of all electricity and water consumed by Tenant in connection with any dedicated or supplemental HVAC systems of Tenant (all such dedicated or supplemental systems to be maintained by Tenant at Tenant’s expense). Such payments made pursuant to Subsection 17.2 of the Lease shall be made without any right of credit or offset for underutilization of services specified in Section 1 above.

(c) Tenant shall pay to Landlord, pursuant to Subsection 17.2 of the Lease, the cost of removal of any of Tenant’s trash, refuse or rubbish (whether in the Premises or the Basement Space) (i) that materially exceeds the quantity of trash, refuse or rubbish usually accumulated in the daily routine of ordinary office occupancy during normal business hours or (ii) that is generated by any machinery, equipment or eating facilities of Tenant and requires special handling. Trash generated from Tenant activities such as restacking, moving, or purging files shall be deemed to constitute such excess trash, as shall any card board boxes that Tenant wishes to dispose of. Such payments made pursuant to Subsection 17.2 of the Lease shall be made without any right of credit or offset for underutilization of services specified in Section 1 above.

(d) Notwithstanding any provision of Section 1 above, Tenant shall pay to Landlord, pursuant to Subsection 17.2 of the Lease, the cost of any nonroutine vermin and pest control services required in Tenant’s cafeteria, kitchen or kitchenette areas or required because of unhygienic practices of personnel occupying the Premises.

3. Light Bulb, Tubes and Ballasts

(a) Landlord shall have the obligation to replace, as necessary, Building Standard light bulbs, tubes, and ballasts in Common Areas, the Premises, and the Basement Space. To the extent that Tenant may have installed, in lieu of such Building Standard items, any Special Tenant Installations (as defined in Subsection 3.2.2 of the Lease) that are comparable to such Building Standard items and may be maintained by Landlord without special training for Landlord’s building engineers, Landlord shall not unreasonably refuse to operate and maintain such Special Tenant Installations as part of Base Building services (but Tenant shall have the right to replace such Special Tenant Installations at its sole cost and expense), provided, however, that Tenant shall pay Landlord for any actual out-of-pocket costs incurred by Landlord in performing such service (to the extent that such costs exceed what Landlord would pay for the Building Standard equivalent) and a fee of fifteen percent (15%). Tenant shall have the right to perform the work described in this Subparagraph 3(a) upon Landlord’s reasonable approval.

(b) Landlord shall also have the right (but not the obligation) to make, from time to time, to make reasonable changes to the Building Standard for electric light bulbs, tubes, and ballasts and to make any replacement of non-Building Standard electric light bulbs, tubes and ballasts in the Premises, any space in the Basement leased to Tenant, or any Common Areas.

(c) The Landlord may, at Landlord’s reasonable discretion and at Landlord’s cost, adopt a system of relamping and reballasting periodically on a group basis in accordance with good practice, so long as such relamping or reballasting does not decrease the electrical or lighting standards set forth in the Final Plans.

4, Landlord’s failure to bill Tenant for any of the additional services or utilities described in Section 2 above shall not waive Landlord’s right to bill Tenant for the same at a later time, not to exceed three (3) years.

5. As used herein, the term “Holiday” shall mean New Years Day, Martin Luther King Date, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the Friday following Thanksgiving, and Christmas Day, and such other days on which (i) Tenant’s San Francisco offices are closed in conformity of local custom and practice, and (ii) such day is recognized by the owners of the Comparable Buildings as a holiday.