S-1/A

As filed with the Securities and Exchange Commission on November 30, 2011

Registration No. 333-176483

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20594

AMENDMENT NO. 5

TO

FORM S-1

REGISTRATION STATEMENT

Under the Securities Act of 1933

Jive Software, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	7372	42-1515522
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

325 Lytton Avenue, Suite 200

Palo Alto, California 94301

(650) 319-1920

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Anthony Zingale

Chief Executive Officer

Jive Software, Inc.

325 Lytton Avenue, Suite 200

Palo Alto, California 94301

(650) 319-1920

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Saper, Esq. Robert G. Day, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 William R. Pierznik, Esq. Jive Software, Inc. 325 Lytton Avenue, Suite 200 Palo Alto, California 94301 (650) 319-1920 Gordon K. Davidson, Esq. Jeffrey R. Vetter, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500

Approximate date of commencement of the proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount Of Registration Fee(3)
Common Stock, par value $0.0001 per share	13,455,540	$10.00	$134,555,400	$15,570.42

(1) Includes 1,755,070 shares that the underwriters have the option to purchase.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3) The registration fee is equal to the sum of (a) the product of (i) the proposed maximum aggregate offering price of $100,005,483, as previously proposed on the initial filing of this Registration Statement on August 24, 2011 and (ii) the then-current statutory rate of $116.10 per $1,000,000 ($11,611.00 was previously paid) and (b) the product of (i) the marginal increase of $34,549,917 in the proposed maximum aggregate offering price hereunder and (ii) the current statutory rate of $114.60 per $1,000,000 ($3,959.42 is being paid in conjunction with this filing).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject To Completion. Dated November 30, 2011.

11,700,470 Shares

COMMON STOCK

Jive Software, Inc. is offering 8,333,333 shares of common stock and the selling stockholders are offering 3,367,137 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market exists for our shares. We anticipate that the initial public offering price of our common stock will be between $8.00 and $10.00 per share.

We have applied to list our common stock on the Nasdaq Global Select Market under the symbol “JIVE.”

Upon completion of this offering, our executive officers, directors and 5% or greater stockholders and their affiliates will beneficially own, collectively, approximately 73.5% of our outstanding common stock.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 11.

PRICE $             A SHARE

Price to Public

Underwriting Discounts and Commissions

Proceeds to Jive

Proceeds to Selling Stockholders

Per share

$         

$         

$         

$         

Total

$                    

$                    

$                    

$                    

We have granted the underwriters the right to purchase up to an additional 1,755,070 shares of common stock to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on                    , 2011.

MORGAN STANLEY

GOLDMAN, SACHS & CO.

CITIGROUP

UBS INVESTMENT BANK

BMO CAPITAL MARKETS

WELLS FARGO SECURITIES

Prospectus dated                     , 2011

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		11
Special Note Regarding Forward-Looking Statements		31
Industry and Market Data		32
Use of Proceeds		33
Dividend Policy		33
Capitalization		34
Dilution		36
Selected Consolidated Financial Data		38
Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Business		70

	Page
Management		85
Executive Compensation		93
Certain Relationships and Related Transactions		113
Principal and Selling Stockholders		116
Description of Capital Stock		119
Shares Eligible for Future Sale		124
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders		126
Underwriters		130
Legal Matters		136
Experts		136
Where You Can Find More Information		136
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or a free writing prospectus is accurate only as of its date, regardless of its time of delivery, or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including                     , 2012 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, the selling stockholders, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

Jive, Jive Software, our company logo, Jive Engage Platform, Jive Apps Market, The New Way to Business, Jive What Matters and other trademarks or service marks of Jive Software appearing in this prospectus are the property of Jive Software. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

JIVE SOFTWARE, INC.

Our Mission

Jive’s mission is to change the way that work gets done. We believe that our social business software unleashes creativity, drives innovation and improves productivity by increasing engagement within the enterprise, as well as with customers and partners. We believe that just as consumer social technologies are changing the way we live, social business software is transforming the way we work.

Overview

We provide a social business software platform that we believe improves business results by enabling a more productive and effective workforce through enhanced communication and collaboration both inside and outside the enterprise. We believe our platform is intuitive, easy to use, flexible and scalable, and can be provided as a public cloud service or as a private cloud solution. We are focused on unlocking the power of the enterprise social graph — the extended social network of an enterprise, encompassing relationships among its employees, customers and partners, as well as their interactions with people and content. Organizations deploy our platform to improve strategic decision making and employee productivity, enhance revenue opportunities, lower operational costs and increase customer retention.

Our comprehensive Jive Engage Platform enables collaboration across two principal communities: employees within the enterprise and customers and partners outside the enterprise. Internally, the Jive Engage Platform is used as a communications tool and collaborative workspace that supports and enhances knowledge sharing, facilitates communication within and across organizational boundaries, and enables individuals to work together to achieve common business goals. Externally, customers and partners of the enterprise use our platform to connect socially with one another, as well as with the enterprise, in a structured online community that allows users to ask questions, post answers and communicate about a product or particular issue. Our solution also taps into the social web by integrating relevant content and connections across the social networking landscape, enabling enterprises to improve their interactions with customers, leverage feedback to deliver improved products and services, and respond more quickly to market opportunities.

Our social business software platform has been successfully deployed in complex environments with tens of thousands of employees internally and millions of users externally. We provide our platform both as a public cloud service and as a private cloud solution that integrates with application services from the public cloud. Our deployment model enables access through web browsers, desktop applications and mobile devices. Our platform integrates with and leverages legacy, on-premise and hosted enterprise systems such as email, content management, customer relationship management, marketing automation, product development, eCommerce, instant messaging and other related applications. We also recently introduced the Jive Apps Market, which enables customers and third parties to develop applications that leverage our platform and utilize the enterprise social graph.

Our social business software has been recognized as a leading platform by industry analysts. Gartner, Inc., or Gartner, has recognized us as a market leader in three distinct reports: the “Magic Quadrant for Social Software for the Workspace,” the “Magic Quadrant for Externally Facing Social Software” and the “Magic

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Quadrant for Social Customer Relationship Management.”* Forrester Research, Inc., or Forrester, lists us as a leader in two reports: “The Forrester Wave^™: Enterprise Social Platforms, Q3 2011” and “The Forrester Wave^™: Community Platforms, Q4 2010.”*

We sell our platform primarily through a direct sales force both domestically and internationally. As of September 30, 2011, we had 657 enterprise Jive Engage Platform customers with over 17 million users within these customers and their communities. Some of our top 10 customers by annual contract value for the year ended December 31, 2010 and nine months ended September 30, 2011 include Hewlett-Packard Company, SAP AG, T-Mobile and UBS AG.

Our annual subscription license and ratable revenue recognition model provides financial visibility through renewable revenues and cash flows. In addition, our model provides for long-term operating leverage as customer acquisition costs and other costs are lower for renewal customers. For the years ended December 31, 2008, 2009 and 2010, and for the nine months ended September 30, 2011, our total revenues were $16.9 million, $30.0 million, $46.3 million and $54.8 million, respectively. For the years ended December 31, 2008, 2009 and 2010, and for the nine months ended September 30, 2011, our billings, a non-GAAP measure, were $23.3 million, $36.1 million, $71.8 million and $68.9 million, respectively. We recorded net losses of $11.3 million, $4.8 million, $27.6 million and $38.1 million for the years ended December 31, 2008, 2009 and 2010, and for the nine months ended September 30, 2011, respectively. For a discussion of the limitations associated with using billings rather than total revenues and a reconciliation to total revenues, see “Summary Consolidated Financial Data—Non-GAAP Financial Measure: Billings.”

Industry

Impact of Social Networking

We believe the rise of social networking applications, such as Facebook, LinkedIn and Twitter, is creating demand for enhanced communication and collaboration capabilities in the workplace. Since its founding in 2004, Facebook has disclosed more than 800 million active users. LinkedIn, the largest professional network, has disclosed over 120 million members. These social networking websites and related tools not only enable individuals to easily communicate and share their opinions and recommendations, but also amplify the voices of marketplace participants and thus have profound implications on how consumers purchase goods and services. Individuals are becoming accustomed to connecting with others via an activity stream, through “friend” and “follow” relationships, and through links and “likes.” As a result, individuals are more connected in their personal lives today than ever before.

The Need for a New Way to Business

Despite the consumer social technology revolution, we believe little has changed in the enterprise. Over the past several decades, enterprises have invested heavily in legacy software applications to facilitate and manage internal and external communications, share documents, and collaborate within and among teams. Unlike consumer social networking applications, which are organized around people, we believe most enterprise applications are architected around data to automate business processes, increase transactional efficiency, keep records, comply with regulations and process information. Many existing software applications within an enterprise are deployed in a dedicated functional area or to automate a single business process, with myriad point solutions for individual business functions and departments. Further, we believe many legacy enterprise applications designed to manage relationships external to an enterprise simply present static information and pre-defined content, rather than enable the real-time, interactive engagement demanded by customers. As a result of these data-centric architectures and legacy deployment models, we believe enterprises and their employees, customers and partners struggle to effectively discover information and share knowledge both within the enterprise and across enterprise boundaries.

* See “Industry and Market Data.”

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Adoption of Social Business Software

Social business software has the potential to significantly improve how enterprises collaborate and share information with employees, customers and partners through unlocking the power of the enterprise social graph. We believe the deployment of social business software is increasingly becoming a mission critical initiative for business and information technology, or IT, executives. We believe that the addressable market for social business software encompasses the overall market for collaborative applications, which IDC estimates will be $10.3 billion by 2013.* Additionally, we believe social business software has begun to displace the functionality of, and derive budget historically set aside for, adjacent application areas, including content management, customer relationship management, marketing automation and enterprise portals.

Our Solution

We deliver a social business software platform that features the innovation, creativity and ease of use found in consumer applications, combined with the security, flexibility and scalability necessary for enterprise deployment.

Our solution includes the following key elements:

• Unified social software platform for the enterprise. We offer an enterprise-class social software platform, purpose-built to enable our customers to manage workplace communication and collaboration. Our solution can be deployed across all employees, functional departments and business units.

• Communities for employees, customers and partners. Our solution enables our customers to operate both internal and external communities by offering a platform that allows communication and collaboration between and among employees, customers and partners.

• Discovery of relevant information and experts. Our platform includes a proprietary recommendation engine that helps users connect to and easily locate relevant information and experts on an enterprise-wide basis across departmental and geographic boundaries, as well as across externally-facing customer and partner communities.

• Scalable and secure. Our platform is capable of supporting large deployments, including those with complex environments with tens of thousands of employees internally and millions of users externally. We provide tools to help our customers manage the critical elements of application security, including authentication, authorization and regulatory compliance.

• Integration with existing enterprise applications. Our platform integrates with legacy IT infrastructure and a broad range of existing enterprise applications — including email, content management, customer relationship management, marketing automation, product development, eCommerce and instant messaging — and enables access from mobile devices, browsers, desktop applications, collaboration applications and consumer social platforms.

• Enterprise applications market built on open standards. We enable customers and third parties to develop applications that leverage our platform through our recently introduced Jive Apps Market, built on the industry standard OpenSocial specifications, which allow social graph data to be shared between browser-based applications. Users can easily find, purchase and install applications tailored to meet specific business needs in a variety of industries and business functions, enabling further innovation and functionality on our platform. Developers can leverage the enterprise social graph to make applications more social and broaden their reach.

• Readily deployable and configurable solution. Our platform has been developed to facilitate easy deployment with familiar interfaces. We offer our customers the ability to configure our solutions to deliver the specific functionality and user experience they want for their end-users, and the ability to modify the look and feel of our solutions to conform to their branding or other requirements.

* See “Industry and Market Data.”

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• Public cloud and private cloud delivery. Our customers can use our platform on demand through the public cloud, or via a private cloud. This flexible delivery model allows us to meet a variety of security and cost requirements and better address the needs of each customer, and enables us to target a wider range of potential customers.

Our Strategy

We intend to extend our industry leadership in social business software. The principal elements of our strategy include:

• Grow our customer base. In order to grow our customer base, we are investing heavily in our direct sales efforts in the United States, Europe and South America. We also intend to expand into Asia.

• Expand business with existing customers. We intend to expand deployment of our solution with existing customers by, among other things, migrating them from a single external community or departmental deployment to broader implementations over time, including the upsell of additional users, page views, modules and additional communities.

• Innovate and extend our technology and product leadership. We intend to expand our current platform and extend our product leadership by developing and acquiring innovative technologies and products, and leveraging the innovation of our partners in the Jive Apps Market.

• Develop the Jive ecosystem. We intend to continue to develop the Jive ecosystem by enabling customers and other third parties to create applications that integrate with our platform. We further intend to increase the number of our Jive Alliance Partners that provide strategic advisory, business transformation and customization services for our solutions.

Selected Risks Associated with Our Business

Our business is subject to numerous risks and uncertainties, including those highlighted here and described in further detail in “Risk Factors” immediately following this Prospectus Summary. You should carefully read “Risk Factors” beginning on page 10 for a detailed explanation of these risks before investing in our common stock. Some of these risks include:

• we have a limited operating history, a history of cumulative losses and we do not expect to be profitable for the foreseeable future;

• our future growth is, in large part, dependent upon the widespread adoption of social business software by enterprises and it is difficult to forecast the rate at which this will happen;

• the market for social business software is in its early stages of development and intensely competitive;

• we cannot accurately predict new subscription, subscription renewal or upsell rates and the impact these rates may have on our future revenues;

• we rely on a third-party service provider to host some of our products;

• our security measures could be breached and unauthorized access to customer data could be obtained;

• potential third party intellectual property infringement claims; and

• our quarterly results can fluctuate due to a number of factors, and the value of our stock could decline substantially.

Following this offering, our executive officers, directors and 5% or greater stockholders and their affiliates will beneficially own, collectively, approximately 73.5% of our outstanding common stock, or 71.5% if the

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underwriters exercise in full their over-allotment option. As a result, these stockholders will be able to determine substantially all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets.

Corporate Information

We were incorporated in the state of Delaware in February 2001. Our principal executive offices are located at 325 Lytton Avenue, Suite 200, Palo Alto, California 94301. Our main phone number is (650) 319-1920 and our website address is www.jivesoftware.com. Information contained on our website is not a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. Unless the context requires otherwise, the words “Jive,” “Jive Software,” “we,” “company,” “us” and “our” refer to Jive Software, Inc. and our wholly owned subsidiaries.

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THE OFFERING

Common stock offered by us	8,333,333 shares
Common stock offered by the selling stockholders	3,367,137 shares
Total	11,700,470 shares
Over-allotment option	1,755,070 shares
Common stock to be outstanding after this offering	57,299,381 shares, or 59,054,451 shares if the underwriters exercise their option to purchase additional shares in full based on the number of shares of common stock outstanding as of September 30, 2011.
Use of proceeds	We intend to use approximately $20 million of the net proceeds we receive from this offering to pay down our outstanding loans. We also intend to use the net proceeds from this offering for general corporate purposes, including working capital and potential acquisitions. We will not receive any of the proceeds from the sale of shares to be offered by the selling stockholders. See “Use of Proceeds.”
Proposed Nasdaq symbol	“JIVE”

The number of shares of our common stock to be outstanding after this offering is based on 48,033,743 shares of common stock outstanding as of September 30, 2011 and excludes:

• 16,274,820 shares of our common stock issuable upon the exercise of outstanding options, with a weighted average exercise price of $2.94 per share (including 932,305 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options at the closing of this offering);

• 511,604 unallocated shares of common stock available for future issuance pursuant to our 2007 Stock Incentive Plan;

• 858,651 shares of our common stock that are issued and outstanding but that were subject to a right of repurchase by us at September 30, 2011 and therefore not included in stockholders’ equity (deficit); and

• 4,010,955 shares of our common stock reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective upon completion of this offering.

Unless otherwise stated, information in this prospectus (except for historical financial statements) reflects and assumes the following:

• the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws immediately prior to the completion of the offering;

• the automatic conversion of all shares of our outstanding convertible preferred stock into an aggregate of 23,082,367 shares of our common stock immediately prior to the completion of this offering;

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• the net exercise of an outstanding warrant into an aggregate of 15,935 shares of our common stock, assuming an initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus;

• no exercise of options outstanding, except for 932,305 shares of common stock expected to be issued and sold in this offering upon the exercise of vested stock options; and

• no exercise of the underwriters’ over-allotment option.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize the consolidated financial data for our business. You should read this summary consolidated financial data in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, all included elsewhere in this prospectus.

We derived the summary consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 from our audited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated statements of operations data for the nine months ended September 30, 2010 and 2011, and the unaudited consolidated balance sheet data as of September 30, 2011, are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited financial information on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in any future period, and our interim results are not necessarily indicative of the results to be expected for the full fiscal year.

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands, except per share data)
Consolidated Statements of Operations Data(1):
Revenues:
Products	$	13,270		$	24,319		$	37,827		$	25,924		$	46,092
Professional services		3,662			5,675			8,441			5,672			8,679
Total revenues		16,932			29,994			46,268			31,596			54,771
Cost of revenues:
Products		2,827			4,133			9,870			6,644			15,208
Professional services		4,876			5,467			9,836			6,877			9,146
Total cost of revenues		7,703			9,600			19,706			13,521			24,354
Gross profit		9,229			20,394			26,562			18,075			30,417
Operating expenses:
Research and development		6,345			8,047			18,278			12,877			23,320
Sales and marketing		12,423			14,057			28,592			20,510			31,757
General and administrative		1,777			2,905			6,746			5,298			9,120
Total operating expenses		20,545			25,009			53,616			38,685			64,197
Loss from operations		(11,316	)		(4,615	)		(27,054	)		(20,610	)		(33,780	)
Total other income (expense), net(2)		(4	)		(223	)		(495	)		(201	)		(8,068	)
Loss before provision for (benefits from) income taxes		(11,320	)		(4,838	)		(27,549	)		(20,811	)		(41,848	)
Provision for (benefit from) income taxes		—			(52	)		91			64			(3,710	)
Net loss	$	(11,320	)	$	(4,786	)	$	(27,640	)	$	(20,875	)	$	(38,138	)
Basic and diluted net loss per common share(3)	$	(0.55	)	$	(0.23	)	$	(1.25	)	$	(0.95	)	$	(1.61	)
Shares used in per share calculations		20,465			20,533			22,096			21,882			23,741
Pro forma basic and diluted net loss per common share(4)							$	(0.67	)				$	(0.81	)
Shares used in pro forma per share calculations(4)								41,320						46,824
Other Financial Data:
Billings(5)	$	23,327		$	36,131		$	71,846		$	46,014		$	68,880

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(1) Stock-based compensation was included in the consolidated statements of operations data as follows:

	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
	(in thousands)
Cost of revenues	$	53	$	85	$	158	$	105	$	311
Research and development		134		112		528		325		1,764
Sales and marketing		177		257		823		544		3,234
General and administrative		69		145		1,895		1,636		2,215
Total stock-based compensation	$	433	$	599	$	3,404	$	2,610	$	7,524

(2) Non-cash expense recorded in total other income (expense), net related to the change in fair value of our preferred stock warrant liability was zero in the years ended December 31, 2008 and 2009, and $0.2 million and $7.2 million in the year ended December 31, 2010, and the nine months ended September 30, 2011, respectively. See further discussion regarding the preferred stock warrants on page 114.

(3) See note 13 of notes to our consolidated financial statements for detailed information regarding the net loss per common share calculation.

(4) See notes 2 and 13 of notes to our consolidated financial statements for detailed information regarding the pro forma net loss per common share calculation.

(5) Billings is a non-GAAP measure, please see the reconciliation of total revenues to billings on page 10.

	As of September 30, 2011
	Actual			Pro Forma(1)		Pro Forma  As Adjusted(2)(3)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	72,605		$	72,605	$	120,864
Working capital		27,781			27,781		76,040
Total assets		143,944			143,944		192,203
Current and long-term debt		32,919			32,919		12,919
Redeemable and convertible preferred stock		105,010			—		—
Total stockholders’ equity (deficit)		(77,349	)		27,661		95,920

(1) The pro forma column reflects the automatic conversion of all outstanding shares of our convertible preferred stock into 23,082,367 shares of our common stock.

(2) The pro forma as adjusted column reflects (i) the net exercise of an outstanding warrant into a total of 15,935 shares of our common stock prior to the completion of this offering; (ii) the sale by us of 8,333,333 shares of our common stock offered by this prospectus at an assumed initial public offering price of $9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; (iii) the application of the net proceeds we will receive from this offering in the manner described in “Use of Proceeds”; and (iv) the exercise of 932,305 vested options to purchase shares of our common stock, at a weighted average exercise price of $1.23 per share, that we expect to be sold in this offering by certain selling stockholders at the closing of this offering.

(3) A $1.00 increase (decrease) in the assumed initial public offering price of $9.00 per share would increase (decrease) the amount of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $7.8 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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Non-GAAP Financial Measure: Billings

We monitor billings, a non-GAAP measure, in addition to other financial measures presented in accordance with generally accepted accounting principles, or GAAP, to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that this non-GAAP measure offers valuable supplemental information regarding the performance of our business, and will help investors better understand the sales volumes and performance of our business.

Our use of billings, a non-GAAP measure, has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for total revenues or an analysis of our results as reported under GAAP. Some of these limitations are:

• Billings is not a substitute for total revenues, as billings are recognized when invoiced, while revenue is recognized ratably over the contract term;

• Billings can include fees paid for license terms greater than 12 months and therefore does not always closely match with the timing of delivery of support, maintenance, and hosting services and the costs associated with delivering those services;

• Billings would not exclude any agreements that contain customer acceptance provisions that would require deferral of revenue required under GAAP; and

• Other companies, including companies in our industry, may not use billings, may calculate billings differently or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of billings as a comparative measure.

We consider billings a significant performance measure and a leading indicator of future recognized revenue based on our business model of billing for subscription licenses annually and recognizing revenue ratably over the subscription term. The billings we record in any particular period reflect sales to new customers plus subscription renewals and upsell to existing customers, and represent amounts invoiced for product subscription license fees and professional services. We typically invoice the customer for subscription license fees in annual increments upon initiation of the initial contract or subsequent renewal. In addition, historically we have had some arrangements with customers to purchase subscription licenses for a term greater than 12 months, most typically 36 months, in which case the full amount of the agreement will be recognized as billings if the customer is invoiced for the entire term, rather than for an annual period.

The following table sets forth our reconciliation of total revenues to billings for the periods shown:

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands)
Total revenues	$	16,932		$	29,994		$	46,268		$	31,596		$	54,771
Deferred revenue, end of period		18,480			24,617			50,195			39,035			64,304
Less: deferred revenue, beginning of period		(12,085	)		(18,480	)		(24,617	)		(24,617	)		(50,195	)
Billings	$	23,327		$	36,131		$	71,846		$	46,014		$	68,880

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the financial statements and related notes, and any related free writing prospectus before deciding whether to purchase shares of our common stock. If any of the following risks are realized, in whole or in part, our business, operating results and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have a history of cumulative losses and we do not expect to be profitable for the foreseeable future.

We have incurred losses in each of the last five years, including a net loss of $27.6 million in 2010 and an additional net loss of $38.1 million in the nine months ended September 30, 2011. At September 30, 2011, we had an accumulated deficit of $92.1 million. As we continue to invest in infrastructure, development of our solutions and sales and marketing, our operating expenses will increase significantly. Additionally, to accommodate future growth, we are in the process of transitioning our customer data centers from a third-party service provider to a co-located facility managed by our internal network operations team. This transition will require significant up front capital expenditures and these costs and expenses will be incurred before we realize any associated incremental billings or revenues. As a result, our losses in future periods may be significantly greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that they may not result in increases in our revenues or billings. Although we have experienced revenue growth in recent periods, you should not consider our recent revenue growth or growth rates as indicative of our future performance. We do not expect to be profitable on a GAAP basis in the foreseeable future and we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability.

We have a limited operating history, which makes it difficult to predict our future operating results.

Although we were incorporated in 2001, our current platform, the Jive Engage Platform, was not introduced until 2007 and, at that time, we began offering our platform on a subscription basis for internal and external communities. As a result of our limited operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described in this prospectus. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

Our future growth is, in large part, dependent upon the widespread adoption of social business software by enterprises and it is difficult to forecast the rate at which this will happen.

Social business software for enterprises is at an early stage of technological and market development and the extent to which social business software will become widely adopted remains uncertain. It is difficult to predict customer adoption rates, customer demand for our platform, the future growth rate and size of this market or the entry of competitive solutions. Any expansion of the social business software market depends on a number of factors, including the cost, performance and perceived value associated with social business software. If social business software does not achieve widespread adoption, or there is a reduction in demand for social business software caused by a lack of customer acceptance, technological challenges, weakening economic conditions, competing technologies and products, decreases in corporate spending or otherwise, it could result in lower billings, reduced renewal rates or decreased revenue and our business could be adversely affected. Additionally,

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mergers or consolidations among our customers could reduce the number of our customers and could adversely affect our revenues and billings. In particular, if our customers are acquired by entities that are not our customers, or that use fewer of our solutions, or that have more favorable contract terms and choose to discontinue, reduce or change the terms of their use of our platform, our business and operating results could be materially and adversely affected.

The market for social business software is in its early stages of development and intensely competitive, and if we do not compete effectively, our business would be harmed.

The market for social business software is relatively new, highly competitive and rapidly evolving with new competitors entering the market. We expect the competitive landscape to intensify in the future as a result of regularly evolving customer needs and frequent introductions of new products and services. We currently compete with large well-established multi-solution enterprise software vendors, stand-alone enterprise software application providers, and smaller software application vendors. Our primary competition currently comes from large well-established enterprise software vendors such as Microsoft Corporation and IBM Corporation, both of which are significantly larger than we are, have greater name recognition, larger customer bases, much longer operating histories, significantly greater financial, technical, sales, marketing and other resources, and are able to provide comprehensive business solutions that are broader in scope than the solution we offer. These well established vendors may have preexisting relationships with our existing and potential customers and to the extent our solutions are not viewed as being superior in features, function and integration or priced competitively to existing solutions, we might have difficulty displacing them. We also compete with stand alone enterprise software applications that are beginning to add social features to their existing offerings, including salesforce.com, inc. Some of these companies have large installed bases of active customers that may prefer to implement social business software solutions that are provided by an existing provider of customer management software, and these companies may be able to offer discounts and other pricing incentives that make their solutions more attractive. In addition, large social and professional networking providers with greater name recognition, financial resources and other resources may add social business applications to their existing applications, resulting in increased competition.

Some potential customers, particularly large enterprises, may elect to develop their own internal solutions. In addition, some of our competitors offer their solutions at a lower price or at no cost, which has resulted in pricing pressures and increased competition. If we are unable to price our solutions appropriately, our operating results could be negatively impacted. In addition, lower margins, pricing pressures and increased competition generally could result in reduced sales and billings, losses or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could harm our business. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. Current or potential competitors may be acquired by third parties with greater available resources and as a result of such acquisitions, might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their solutions, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. If we are unable to compete effectively for a share of our market, our business, operating results and financial condition could be materially and adversely affected.

We cannot accurately predict new subscription, subscription renewal or upsell rates and the impact these rates may have on our future revenues and operating results.

In order for us to improve our operating results and continue to grow our business, it is important that we continually attract new customers and that existing customers renew their subscriptions with us when their existing contract term expires. Our existing customers have no contractual obligation to renew their subscriptions after the initial subscription period and we cannot accurately predict renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including, but not limited to, their satisfaction with our platform and our customer support, the frequency and severity of outages, our product uptime or latency, the pricing of our, or competing, software or professional services, the effects of global economic conditions, and

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reductions in spending levels or changes in our customers’ strategies regarding social collaboration tools. If our customers renew their subscriptions, they may renew for fewer users or page views, for shorter contract lengths, or on other terms that are less economically beneficial to us. If customers enter into shorter initial subscription periods, the risk of customers not renewing their subscriptions with us would increase. We have limited historical data with respect to rates of customer renewals, so we may not accurately predict future renewal trends. We cannot assure you that our customers will renew their subscriptions, and if our customers do not renew their agreements or renew on less favorable terms, our revenues may grow more slowly than expected or decline and our billings may be adversely impacted.

To the extent we are successful in increasing our customer base, we could incur increased losses because costs associated with generating customer agreements and performing services are generally incurred up front, while revenue is generally recognized ratably over the term of the agreement. This risk is particularly applicable for those customers who choose to implement our platform in the public cloud. If new customers sign agreements with short initial subscription periods and do not renew their subscriptions, our operating results could be negatively impacted due to the up front expenses associated with our sales and implementation efforts.

In order for us to improve our operating results, it is important that our customers make additional significant purchases of our functionality and offerings, including additional modules, users or page views, communities or professional services. If our customers do not purchase additional functionality or offerings, our revenues may grow more slowly than expected. Additionally, increasing incremental sales to our current customer base requires increasingly sophisticated and costly sales efforts that are targeted at senior management. We also invest various resources targeted at expanding the utilization rates of our platform. There can be no assurance that our efforts would result in increased sales to existing customers, or upsells, and additional revenue. If our efforts to upsell to our customers are not successful, our business would suffer.

Our quarterly results are likely to fluctuate due to a number of factors, and the value of our stock could decline substantially.

Our quarterly operating results are likely to fluctuate as a result of a variety of factors, many of which are outside our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who follow our stock, the price of our common stock could decline substantially. Fluctuations in our quarterly financial results may be caused by a number of factors, including, but not limited to, the following:

• the renewal rates for our platform;

• upsell rates for our solutions and services;

• changes in deferred revenue balances due to changes in the average duration of subscriptions, rate of renewals and the rate of new business growth;

• changes in the mix of the average term length and payment terms;

• order sizes in any given quarter;

• the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;

• changes in our pricing policies, whether initiated by us or as a response to competitive or other factors;

• the cost and timing associated with, and management effort for, the introduction of new features to our platform;

• the rate of expansion and productivity of our sales force;

• the length of the sales cycle for our platform;

• new solution introductions by our competitors;

• our success in selling our platform to large enterprises;

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• general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional subscriptions or a larger deployment, or hinder or delay a prospective customer’s purchasing decision, or reduce the value of new subscriptions, or affect renewal rates;

• timing of additional investments in the development of our platform;

• disruptions in our hosting services and potential refunds to customers;

• security breaches and potential financial penalties to customers;

• purchases of new equipment and bandwidth in connection with planned data center expansion;

• regulatory compliance costs;

• the timing of customer payments and payment defaults by customers;

• the impact on services margins as a result of the use of third party contractors to fulfill demand;

• costs associated with acquisitions of companies and technologies;

• potential goodwill impairment charges related to prior acquisitions;

• extraordinary expenses such as litigation or other dispute-related settlement payments;

• the impact of new accounting pronouncements; and

• the timing of stock awards to employees.

Additionally, our fourth quarter has historically been our strongest quarter for new billings and renewals. This pattern may be amplified over time if the number of customers with renewal dates occurring in the fourth quarter continues to increase. Furthermore, our quarterly sales cycles are frequently weighted toward the end of the quarter, with an increased volume of sales in the last few weeks of each quarter, which may impact our billings significantly.

Due to our evolving business model, the rapid pace of technological change, the unpredictability of the emerging market in which we participate and potential fluctuations in future general economic and financial market conditions, we may not be able to accurately forecast our rate of growth. We plan our expense levels and investments on estimates of future revenue and future anticipated rate of growth. We may not be able to adjust our spending quickly enough if the addition of new customers, the upsell rate for existing customers or the price for which we are able to sell our platform falls short of our expectations. As a result, we expect that our billings, operating results and cash flows may fluctuate significantly and comparisons of our billings, revenues, operating results and cash flows may not be meaningful and should not be relied upon as an indication of future performance.

We believe that our quarterly operating results, including the levels of our revenues and billings, may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of any one quarter as an indication of future performance.

Our sales cycle can be long and unpredictable, particularly with respect to large enterprises, and we may have to delay revenue recognition for some of the more complex transactions, which could harm our business and operating results.

The timing of our sales is difficult to predict. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform. Customers often undertake a prolonged product-evaluation process, which frequently involves not only our solutions but also those of our competitors. As we continue to target our sales efforts at larger enterprise customers, we will face greater costs, longer sales cycles and less predictability in completing some of our sales. In this market segment, the customer’s decision to subscribe to our platform may be an enterprise-wide decision and, if so, may require us to provide even greater levels of education regarding the use and benefits of our platform. In addition, prospective enterprise customers

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may require customized features and functions unique to their business process and may require acceptance testing related to those unique features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, increasing costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions, while potentially requiring us to delay revenue recognition on some of these transactions until the acceptance requirements have been met.

We rely on a third-party service provider to host some of our solutions and any interruptions or delays in services from this third party could impair the delivery of our products and harm our business.

We currently outsource our hosting services to SunGard Availability Services LP, or SunGard. These services are provided by three of SunGard’s data centers worldwide. We do not control the operation of SunGard’s facilities. These facilities are vulnerable to damage or interruption from natural disasters, fires, power loss, telecommunications failures and similar events. They are also subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of any of these disasters, a decision by SunGard to close the facilities without adequate notice or other unanticipated problems could result in lengthy interruptions in our service. Furthermore, the availability of our platform could be interrupted by a number of additional factors, including our customers’ inability to access the Internet, the failure of our network or software systems due to human or other error, security breaches or ability of the infrastructure to handle spikes in customer usage. We may be required to issue credits or refunds or indemnify or otherwise be liable to customers or third parties for damages that may occur resulting from certain of these events. For example, in January 2011, we experienced a hosting outage, which impacted some of our customers for up to 14 hours. As a result of this outage, we provided service credits to certain customers. If we experience similar outages in the future, we may experience customer dissatisfaction and potential loss of confidence, which could harm our reputation and impact future revenues from these customers.

A rapid expansion of our business could cause our network or systems to fail.

In the future, we may need to expand our hosting operations at a more rapid pace than we have in the past, spend substantial amounts to purchase or lease data centers and equipment, upgrade our technology and infrastructure to handle increased customer demand and introduce new solutions. For example, if we secure a large customer or a group of customers which require significant amounts of bandwidth or storage to enable their community, we may need to increase bandwidth, storage, power or other elements of our hosting operations and our existing systems may not be able to scale in a manner satisfactory to our existing or prospective customers. Any such expansion could be expensive and complex and result in inefficiencies or operational failures and could reduce our margins.

Our planned transition from third-party hosted data centers for our public cloud customers to our own managed facilities is expensive and complex, and could result in inefficiencies or operational failure and increased risk.

Our planned transition from data centers managed by a third-party service provider to a co-located facility managed by our internal network operations team is complex, could result in operational inefficiencies or operational failures and will require significant up front capital expenditures for equipment and infrastructure as well as increased personnel expense. We expect these investments will have a negative impact on margins in the near term. In this regard, we anticipate making capital expenditures of approximately $3.0 million during the first quarter of 2012 for purchases of network equipment, as well as for additional hosting services. If it takes longer than we expect to complete this transition, the negative impact on our operating results would likely exceed our initial expectations, particularly if the scope of the project grows and we deploy additional resources and hire additional personnel to complete the project. Additionally, to the extent that we are required to add data center capacity to accommodate customer demands for additional bandwidth or storage to enable their communities, we may need to significantly increase the bandwidth, storage, power or other elements of our hosting operations, and the costs associated with adjustments to our data center architecture could also negatively affect our margins and operating results.

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There is an increased risk that service interruptions may occur as a result of our data center transition or other unforeseen issues. Even after we transition our data centers, we will remain subject to the continued risks associated with data center operations, including security and privacy compliance, the maintenance of appropriate data security certifications, risks of disruptions or delays in services and other factors. Our failure to effectively manage these risks could damage our reputation and result in a financial liability or a loss of customers, which would harm our business and operating results.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of or stop using our solutions and we may incur significant liabilities.

Our hosting operations involve the storage and transmission of data, and security breaches could result in the loss of this information, litigation, indemnity obligations and other liability. While we have security measures in place and we try to contractually prevent our customers from loading sensitive health, personal and financial information into our platform, we do not monitor or review the content that our customers upload and store and, therefore, we have no direct control over the substance of the content within our hosted communities. Therefore, if customers use our platform for the transmission or storage of personally identifiable information and our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, our reputation could be damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new customers and increase engagement by existing customers, cause existing customers to elect to not renew their subscriptions, subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.

Because our platform could be used to collect and store personal information of our customers’ employees or customers, privacy concerns could result in additional cost and liability to us or inhibit sales of our platform.

Personal privacy has become a significant issue in the United States and in many other countries where we offer our solutions. The regulatory framework for privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and state breach notification laws. Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including the Data Protection Directive established in the European Union and the Federal Data Protection Act recently passed in Germany.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Because the interpretation and application of privacy and data protection laws are still uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our solutions. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our platform. Privacy concerns, whether valid or not valid, may inhibit market adoption of our platform particularly in certain industries and foreign countries.

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We have experienced rapid growth in recent periods. If we fail to manage such growth and our future growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.

We have experienced significant growth in recent periods. For example, we grew from 159 employees at December 31, 2009 to 392 at September 30, 2011. This growth has placed, and any future growth may place, a significant strain on our management and operational infrastructure, including our hosting operations. Our success will depend, in part, on our ability to manage these changes effectively. We will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Failure to effectively manage growth could result in declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties. Any failure to effectively manage growth could adversely impact our business and reputation.

Changes in laws and/or regulations related to the Internet or related to privacy and data security concerns or changes in the Internet infrastructure itself may cause our business to suffer.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting data privacy and the transmission of certain types of content using the Internet. For example, the State of California has adopted legislation requiring operators of commercial websites that collect personal information from California residents to conspicuously post and comply with privacy policies that satisfy certain requirements. Several other U.S. states have adopted legislation requiring companies to protect the security of personal information that they collect from consumers over the Internet, and more states may adopt similar legislation in the future. Additionally, the Federal Trade Commission has used its authority under Section 5 of the Federal Trade Commission Act to bring actions against companies for failing to maintain adequate security for personal information collected from consumers over the Internet and for failing to comply with privacy-related representations made to Internet users. The U.S. Congress has at various times proposed federal legislation intended to protect the privacy of Internet users and the security of personal information collected from Internet users that would impose additional compliance burdens upon companies collecting personal information from Internet users, and the U.S. Congress may adopt such legislation in the future. The European Union also has adopted various directives regulating data privacy and security and the transmission of content using the Internet involving residents of the European Union, including those directives known as the Data Protection Directive, the E-Privacy Directive, and the Privacy and Electronic Communications Directive, and may adopt similar directives in the future. Several other countries, including Canada and several Latin American countries, have constitutional protections for, or have adopted legislation protecting, individuals’ personal information. Additionally, some federal, state, or foreign governmental bodies have established laws which seek to censor the transmission of certain types of content over the Internet, such as the German Multimedia Law of 1997. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. Increased enforcement of existing laws and regulations, as well as any laws, regulations, or changes that may be adopted or implemented in the future, could limit the growth of the use of public cloud applications or communications generally, result in a decline in the use of the Internet and the viability of Internet-based applications such as our public cloud solutions and reduce the demand for our social business software platform.

If we are not able to develop and introduce enhancements and new features that achieve market acceptance or that keep pace with technological developments, our business could be harmed.

We operate in a dynamic environment characterized by rapidly changing technologies and industry and legal standards. The introduction of new social business software solutions by our competitors, the market acceptance of solutions based on new or alternative technologies, or the emergence of new industry standards could render our platform obsolete. Our ability to compete successfully, attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our existing social

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business software platform and to continually introduce or acquire new features that are in demand by the market we serve. The success of any enhancement or new solution depends on several factors, including timely completion, adequate quality testing, introduction and market acceptance. Any new platform or feature that we develop or acquire may not be introduced in a timely or cost-effective manner, may contain defects or may not achieve the broad market acceptance necessary to generate significant revenue. If we are unable to anticipate or timely and successfully develop or acquire new offerings or features or enhance our existing platform to meet customer requirements, our business and operating results will be adversely affected.

We recently launched our Jive Apps Market. We have devoted significant resources to the development of this new offering and we plan to continue to invest in its growth and adoption. The success of the Jive Apps Market depends, in part, on the willingness of third-party developers to build applications that are complementary to our platform. The Jive Apps Market, as well as other future initiatives, may present new and difficult technology challenges and end-users may choose not to adopt our new solutions, which would harm our operating results. Additionally, the Jive Apps Market includes applications that are built by third-party application developers. This may subject us to additional risks, including the risk that such applications, in particular those developed by smaller, independent developers, cause harm to our reputation and subject us to liability due to, for example, quality issues, the lack of sufficient security within the application, infringement of third-party intellectual property and the introduction of viruses, any of which could harm our business.

Our platform must integrate with a variety of operating systems, software applications and hardware that are developed by others and, if we are unable to devote the necessary resources to ensure that our solutions interoperate with such software and hardware, we may fail to increase, or we may lose, market share and we may experience a weakening demand for our platform.

Our social business software platform must integrate with a variety of network, hardware and software platforms, including Microsoft Office, and we will need to continuously modify and enhance our platform to adapt to changes in Internet-related hardware, software, communication, browser and database technologies. Any failure of our solutions to operate effectively with future network platforms and technologies could reduce the demand for our platform, result in customer dissatisfaction and harm our business. If we are unable to respond in a timely manner to these changes in a cost-effective manner, our solutions may become less marketable and less competitive or obsolete and our operating results may be negatively impacted. In addition, an increasing number of individuals within the enterprise are utilizing devices other than personal computers, such as mobile phones and other handheld devices, to access the Internet and corporate resources and conduct business. If we cannot effectively make our platform available on these mobile devices, we may experience difficulty attracting and retaining customers.

We derive a substantial portion of our revenues from a single software platform.

We derive a substantial portion of our total revenues from sales of a single software platform, the Jive Engage Platform, and related modules. As such, any factor adversely affecting sales of this platform, including product release cycles, market acceptance, product competition, performance and reliability, reputation, price competition, and economic and market conditions, could harm our business and operating results.

Our business could be adversely affected if our customers are not satisfied with our implementation, customization or other professional services provided by us.

Our business depends on our ability to satisfy our customers and meet our customers’ business needs. If a customer is not satisfied with the type of solutions and professional services we deliver, we could incur additional costs to remedy the situation, the profitability of that work might be impaired, and the customer’s dissatisfaction with our services could damage our ability to obtain additional services from that customer. If we are not able to accurately estimate the cost of services requested by the customer, it might result in providing services on a discounted basis or free of charge until customer satisfaction is achieved. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by

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affecting our ability to compete for new business with current and prospective customers. Further, we have customer payment obligations not yet due that are attributable to software we have already delivered. These customer obligations are typically not cancelable, but will not yield the expected revenues and cash flow if the customer defaults and fails to pay amounts owed, which could have a negative impact on our financial condition and operating results.

Additionally, large enterprises may request or require customized features and functions unique to their particular business processes. If prospective large customers require customized features or functions that we do not offer, then the market for our platform will be more limited and our business could suffer. In addition, supporting large enterprise customers could require us to devote significant development services and support personnel and strain our personnel resources and infrastructure. If we are unable to address the needs of these customers in a timely fashion or further develop and enhance our platform, these customers may not renew their subscriptions, seek to terminate their relationship, renew on less favorable terms, or fail to purchase additional features. If any of these were to occur, our revenues and billings may decline and we may not realize significantly improved operating results.

We might experience significant errors or security flaws in our platform.

Despite testing prior to their release, software products frequently contain undetected errors, defects or security vulnerabilities, especially when initially introduced or when new versions are released. Errors in our platform could affect the ability of our platform to work with other hardware or software products, impact functionality and delay the development or release of new solutions or new versions of solutions and adversely affect market acceptance of our platform. The detection and correction of any bugs or security flaws can be time consuming and costly. Some errors in our platform and related solutions may only be discovered after installation and use by customers. Any errors, defects or security vulnerabilities discovered after commercial release or contained in custom implementations could result in loss of revenues or delay in revenue recognition, loss of customers or increased service and warranty cost, any of which could adversely affect our business, financial condition and results of operations. Our platform has contained and may contain undetected errors, defects or security vulnerabilities that could result in data unavailability, data security breaches, data loss or corruption or other harm to our customers. Undiscovered vulnerabilities in our platform could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, worms, and other malicious software programs that could attack our solutions. Actual or perceived security vulnerabilities in our platform could harm our reputation and lead some customers to cancel subscriptions, reduce or delay future purchases or use competitive solutions.

Failure to adequately expand our direct sales force will impede our growth.

We will need to continue to expand and optimize our sales and marketing infrastructure in order to grow our customer base and our business. We plan to continue to expand our direct sales force, both domestically and internationally. Identifying and recruiting qualified personnel and training them in the use of our platform require significant time, expense and attention. It can take nine to 12 months or longer before our sales representatives are fully trained and productive. Our business may be harmed if our efforts to expand and train our direct sales force do not generate a corresponding significant increase in billings and revenues. In particular, if we are unable to hire, develop and retain talented sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or increase our billings and revenues or grow our business.

Our growth depends in part on the success of our strategic relationships with third parties.

Our future growth will depend on our ability to enter into successful strategic relationships with third parties. For example, we are investing resources in building our indirect sales channel by establishing relationships with third-parties to facilitate incremental sales, and to implement and customize our platform. In addition, we are also establishing relationships with other third-parties to develop integrations with compatible technology and content. These relationships may not result in additional customers or enable us to generate

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significant billings or revenues. Identifying partners, negotiating and documenting relationships with them require significant time and resources. Our agreements for these relationships are typically non-exclusive and do not prohibit the other party from working with our competitors or from offering competing services. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenues and billings could be impaired and our operating results would suffer.

Our use of open source technology could impose limitations on our ability to commercialize our platform.

We use open source software in our platform. The terms of various open source licenses have not been interpreted by the United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our platform. In such event, we could be required to seek licenses from third parties in order to continue offering our platform, to re-engineer our technology or to discontinue offering our platform in the event re-engineering cannot be accomplished on a timely basis, any of which could cause us to breach contracts, harm our reputation, result in customer losses or claims, increase our costs or otherwise adversely affect our business and operating results.

We may be sued by third parties for alleged infringement of their proprietary rights.

The software industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights. Companies in this industry are often required to defend against litigation claims that are based on allegations of infringement or other violations of intellectual property rights. Our technologies may not be able to withstand any third-party claims or rights against their use. As a result, our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. From time to time, third parties have claimed and may claim that we infringe upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, we may be the subject of claims that our platform and underlying technology infringe or violate the intellectual property rights of others. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our solutions, or require that we comply with other unfavorable terms. Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. As most of our customer and partner agreements obligate us to provide indemnification in connection with any such litigation and to obtain licenses, modify our platform, or refund fees, we have in the past been, and may in the future be, requested to indemnify our customers and business partners. We expect that the occurrence of infringement claims is likely to grow as the market for social business software grows. Accordingly, our exposure to damages resulting from infringement claims could be increased and this could further exhaust our financial and management resources.

The outcome of any litigation, regardless of its merits, is inherently uncertain. Any intellectual property claim or lawsuit could be time-consuming and expensive to resolve, divert management attention from executing our business plan and require us to change our technology, change our business practices and/or pay monetary damages or enter into short- or long-term royalty or licensing agreements. In addition, in certain circumstances, such as those in which the opposing parties are large and well-funded companies, we may face a more expensive and protracted path to resolution of such claims or lawsuits.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We primarily rely on a combination of copyright, trade secret and trademark laws, as well as confidentiality procedures and contractual

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restrictions with our employees, customers, partners and others to establish and protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate or we may be unable to secure intellectual property protection for all of our solutions. In particular, we have only recently begun to implement a strategy to seek patent protection for our technology.

Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business and operating results might be harmed. In addition, defending our intellectual property rights might entail significant expense and the diversion of management resources. Any of our intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Any patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties.

Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective protection of our intellectual property may not be available to us in every country in which our solutions are available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We might be required to spend significant resources to monitor and protect our intellectual property rights, and our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management, whether or not it is resolved in our favor, and could ultimately result in the impairment or loss of portions of our intellectual property.

Because we generally recognize revenue from subscriptions for our platform ratably over the term of the agreement, near term changes in sales may not be reflected immediately in our operating results.

We generally recognize revenue from customers ratably over the term of their agreements, which typically range from 12 to 36 months. As a result, most of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters or years. Consequently, a decline in new or renewed subscriptions in any one quarter is not likely to be reflected immediately in our revenue results for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales and market acceptance of our solutions, and potential changes in our rate of renewals, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our total revenues through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. In some instances, our customers choose to pre-pay the entire term of their multi-year subscriptions up front. As a result, billings can fluctuate significantly from quarter to quarter.

Because our long-term success depends, in part, on our ability to expand our sales to customers outside the United States, our business will be susceptible to risks associated with international operations.

We sell our platform primarily through our direct sales organization, which is comprised of inside sales and field sales personnel and is located in a variety of geographic regions, including the United States, South America and Europe. We also intend to expand into Asia. Sales outside of the United States represented approximately 20% and 23% of our total revenues for the year ended December 31, 2010 and nine months ended September 30, 2011, respectively. As we continue to expand the sale of our social business software platform to customers located outside the United States, our business will be increasingly susceptible to risks associated with

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international operations. However, we have a limited operating history outside the United States, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to particular challenges of supporting a rapidly growing business in an environment of diverse cultures, languages, customs, legal systems, alternate dispute systems and regulatory systems. The risks and challenges associated with international expansion include:

• continued localization of our platform, including translation into foreign languages and associated expenses;

• laws and business practices favoring local competitors;

• compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;

• compliance with anti-bribery laws, including compliance with the Foreign Corrupt Practices Act;

• regional data privacy laws that apply to the transmission of our customers’ data across international borders;

• ability to provide local hosting services;

• different pricing environments, including invoicing and collecting in foreign currencies and associated foreign currency exposure;

• difficulties in staffing and managing foreign operations and the increased travel, infrastructure and legal compliance costs associated with international operations;

• different or lesser protection of our intellectual property rights;

• difficulties in enforcing contracts and collecting accounts receivable, longer payment cycles and other collection difficulties; and

• regional economic and political conditions.

Additionally, a substantial majority of our international customers currently pay us in U.S. dollars and, as a result, fluctuations in the value of the U.S. dollar and foreign currencies may make our platform more expensive for international customers, which could harm our business. In the future, an increasing number of our customers may pay us in foreign currencies. Any fluctuation in the exchange rate of these foreign currencies may negatively impact our business. If we are unable to successfully manage the challenges of international operations and expansion, our growth could be limited, and our business and operating results could be adversely affected.

We recently completed three acquisitions and may acquire or invest in other companies or technologies in the future, which could divert management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our operating results.

We have in the past acquired, and we may in the future acquire or invest in, businesses, products or technologies that we believe could complement or expand our platform, enhance our technical capabilities or otherwise offer growth opportunities. We cannot assure you that we will realize the anticipated benefits of these or any future acquisition. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses related to identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

There are inherent risks in integrating and managing acquisitions. If we acquire additional businesses, we may not be able to assimilate or integrate the acquired personnel, operations and technologies successfully or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

• unanticipated costs or liabilities associated with the acquisition;

• incurrence of acquisition-related costs, which would be recognized as a current period expense;

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• inability to generate sufficient revenues to offset acquisition or investment costs;

• the inability to maintain relationships with customers and partners of the acquired business;

• the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality standards consistent with our brand;

• delays in customer purchases due to uncertainty related to any acquisition;

• the need to implement additional controls, procedures and policies;

• challenges caused by distance, language and cultural differences;

• harm to our existing business relationships with business partners and customers as a result of the acquisition;

• the potential loss of key employees;

• use of resources that are needed in other parts of our business;

• the inability to recognize acquired revenues in accordance with our revenue recognition policies, and the loss of acquired deferred revenue; and

• use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to goodwill and other intangible assets, which must be assessed for impairment at least annually. Also, contingent considerations related to acquisitions will be remeasured to fair value at each reporting period, with any changes in the value recorded as income or expense. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on the impairment assessment process, which could harm our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

Weakened global economic conditions may adversely affect our industry, business and results of operations in ways that may be hard to predict or defend against.

Our overall performance depends in part on domestic and worldwide economic conditions, which may remain challenging for the foreseeable future. Financial developments seemingly unrelated to us or to our industry may adversely affect us over the course of time. The United States and other key international economies have been impacted by threatened sovereign defaults and ratings downgrades, falling demand for a variety of goods and services, restricted credit, going concern threats to major multinational companies, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty. These conditions affect the rate of information technology spending and could adversely affect our customers’ ability or willingness to purchase our social business software platform, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, all of which could adversely affect our operating results. We cannot predict the timing, strength or duration of the economic recovery or any subsequent economic slowdown, worldwide, in the United States, or in our industry.

Catastrophic events may disrupt our business.

Our corporate headquarters are located in Palo Alto, California and we are considering transitioning our data centers to a co-located facility located along the west coast of the United States. The west coast, and California in particular, are active earthquake zones. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing, operational,

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support, hosted services and sales activities. In the event of a major earthquake or catastrophic event such as fire, power loss, telecommunications failure, cyber attack, war or terrorist attack, we may be unable to continue our corporate operations and may endure system interruptions, reputational harm, loss of intellectual property, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could harm our future operating results.

We might require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new solutions or enhance our existing solutions, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. Forecasts relating to the expected growth in the social business software market and other markets may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

There are limitations on the effectiveness of controls and the failure of our control systems may materially and adversely impact us.

We do not expect that disclosure controls or internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially and adversely impact us.

The intended operational and tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and how we operate our business, and may be challenged by tax authorities.

Our corporate structure and intercompany agreements with our foreign subsidiaries are intended to optimize our operating structure and our worldwide effective tax rate, including the manner in which we develop and use our intellectual property, manage our cash flow and the pricing of our intercompany transactions. Our foreign subsidiaries operate under cost plus transfer pricing agreements with us. These agreements provide for sales,

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support and development activities for our benefit. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing technology or our transfer pricing arrangements, or determine that the manner in which we operate our business does not achieve the intended tax objectives, which could increase our international tax exposure and harm our operating results.

We depend on our senior management team and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers, which includes key leadership in the areas of research and development, marketing, sales, services and the general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We are also substantially dependent on the continued service of our existing development personnel because of the complexity of our platform and other solutions.

Our personnel do not have employment arrangements that require these personnel to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees or groups could seriously harm our business.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our operations and growing customer base.

In the software industry, there is substantial and continuous competition for software engineers with high levels of experience in designing, developing and managing software, as well as competition for sales executives and operations personnel. We may not be successful in attracting and retaining qualified personnel. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock declines, it may adversely affect our ability to retain highly skilled employees. In addition, since we expense all stock-based compensation, we may periodically change our stock compensation practices, which may include reducing the number of employees eligible for options or reducing the size of equity awards granted per employee. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the listing requirements of the securities exchange on which our common stock will be traded and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results

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and maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our Audit Committee and Compensation Committee, and qualified executive officers.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We will be required, pursuant to the Exchange Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on our management’s assessment of our internal controls.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to provide these reports. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline.

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Risks Related to Our Common Stock and this Offering

Our share price is likely to be volatile and could decline following this offering, and you may be unable to sell your shares at or above the offering price, if at all.

Prior to this offering, there has not been a public market for our common stock. An active public market for these shares may never develop or be sustained, which could affect your ability to sell your shares and could depress the market price of your shares. The initial public offering price for the shares of our common stock will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The market price of our common stock could be subject to wide fluctuations in response to many risk factors described in this prospectus, and others beyond our control, including:

• actual or anticipated fluctuations in our financial condition and operating results;

• changes in projected operational and financial results;

• addition or loss of significant customers;

• changes in laws or regulations applicable to our business;

• actual or anticipated changes in our growth rate relative to our competitors;

• announcements of technological innovations or new offerings by us or our competitors;

• announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;

• additions or departures of key personnel;

• issuance of new or updated research or reports by securities analysts;

• fluctuations in the valuation of companies perceived by investors to be comparable to us;

• sales of our common stock by us or our stockholders;

• fluctuations in the trading volume of our shares, or the size of our public float;

• the expiration of contractual lockup agreements; and

• general economic, legal, regulatory and market conditions unrelated to our performance.

In addition, if the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

If the market price of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

The concentration of ownership of our capital stock among our existing officers and directors may prevent new investors from influencing significant corporate decisions.

Following this offering, our executive officers, directors and 5% or greater stockholders and their affiliates will beneficially own, collectively, approximately 73.5% of our outstanding common stock, or 71.5% if the underwriters exercise in full their over-allotment option. As a result, these stockholders will be able to determine substantially all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration

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of ownership could limit the ability of other stockholders to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. For further information regarding the ownership of our outstanding stock by our executive officers and directors and their affiliates, see “Principal and Selling Stockholders” on page 116.

Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. Based on the total number of outstanding shares of our common stock as of September 30, 2011 upon completion of this offering, we will have 57,299,381 shares of common stock outstanding, assuming no exercise of our outstanding options.

All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act.

Subject to certain exceptions described under the caption “Underwriters,” we and all of our directors and officers and substantially all of our equity holders have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of the representatives of Morgan Stanley & Co. LLC and Goldman, Sachs & Co. for a period of 180 days from the date of this prospectus. When the lockup period expires, we and our locked-up security holders will be able to sell our shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the lock-up period. See the section of this prospectus captioned “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration, or the perception that such sales may occur, or early release of the lock-up, could cause our share price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

Based on shares outstanding as of September 30, 2011, holders of up to approximately 40,404,104 shares, or 70.5%, of our common stock will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all shares of common stock that we may issue under our equity compensation plans.

We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

We have broad discretion to determine how to use the funds raised in this offering, and we may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

The net proceeds from this offering may be used for repayment of debt and general corporate purposes, including working capital, sales and marketing activities, general and administrative matters, capital expenditures, and potential acquisitions of, or investments in, complementary solutions, technologies, services, solutions or business. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce

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significant income or that may lose value. If we do not invest or apply the proceeds of this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Because the initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price will be substantially higher than the pro forma net tangible book value per share of our common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock in this offering, you will experience immediate dilution of $7.84 per share, the difference between the price per share you pay for our common stock and its pro forma net tangible book value per share as of September 30, 2011, after giving effect to the issuance of 8,333,333 shares of our common stock in this offering. See “Dilution” on page 36.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the closing of this offering contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

• a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

• the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary, or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• the requirement for the affirmative vote of holders of at least 66 ²/3 percent of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the

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provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;

• the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend the bylaws to facilitate an unsolicited takeover attempt; and

• advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

• our ability to timely and effectively scale and adapt our existing technology and network infrastructure;

• our ability to increase adoption of our platform by our customers’ internal and external users;

• our ability to protect our users’ information and adequately address privacy concerns;

• our ability to maintain an adequate rate of growth;

• our future expenses;

• the effects of increased competition in our market;

• our ability to effectively manage our growth;

• our ability to successfully enter new markets and manage our international expansion;

• our ability to maintain, protect and enhance our brand and intellectual property;

• the attraction and retention of qualified employees and key personnel; and

• other risk factors included under “Risk Factors” in this prospectus.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources and on our knowledge of the markets for our solutions. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information and cannot assure you of its accuracy or completeness. While we believe the market position, opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Some of the industry and market data contained in this prospectus are based on independent industry publications, including those generated by IDC, McKinsey, Forrester and Gartner or other publicly available information. This information involves a number of assumptions and limitations. Although we believe that each source is reliable as of its respective date, neither we nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

The Gartner Reports described herein represent data, research opinion or viewpoints published as part of a syndicated subscription service, by Gartner, and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice. The Magic Quadrants are copyrighted 2011 by Gartner, Inc. and are reused with permission. The Magic Quadrant is a graphical representation of a marketplace at and for a specific time period. It depicts Gartner’s analysis of how certain vendors measure against criteria for that marketplace, as defined by Gartner. Gartner does not endorse any vendor, product or service depicted in the Magic Quadrant, and does not advise technology users to select only those vendors placed in the “Leaders” quadrant. The Magic Quadrant is intended solely as a research tool, and is not meant to be a specific guide to action.

In certain instances the sources of the industry and market data contained in this prospectus are identified by superscript notations. The sources of these data are provided below:

• Gartner, Inc. “Magic Quadrant for Social Software in the Workplace” by Nikos Drakos et al., Aug. 25, 2011;

• Gartner, Inc. “Magic Quadrant for Externally Facing Social Software” by Jeffrey Mann et al., Aug. 25, 2011;

• Gartner, Inc. “Magic Quadrant for Social CRM” by Adam Sarner et al., July 25, 2011;

• “The Forrester Wave^TM: Community Platforms, Q4 2010” Forrester Research, Inc. November 1, 2010;

• “The Forrester Wave^TM: Enterprise Social Platforms, Q3 2011” Forrester Research, Inc. August 24, 2011; and

• IDC. Worldwide Collaborative Applications, 2011-2015 Forecast by Erin Traudt. Doc #228926. June 2011.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the shares of our common stock offered by us will be approximately $67.1 million, based on an assumed initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $81.8 million. A $1.00 increase or decrease in the assumed initial public offering price of $9.00 per share would increase or decrease the net proceeds to us from this offering by approximately $7.8 million, assuming the number of shares offered by us, as indicated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of common stock by the selling stockholders.

The principal purposes of this offering are to increase our financial flexibility, increase our visibility in the marketplace and create a public market for our common stock. Additionally, we intend to use approximately $20 million of the net proceeds we receive from this offering to pay down the balances outstanding under our term loan and senior term loan. We incurred this indebtedness in May 2011 in connection with our acquisition of OffiSync. As of September 30, 2011, we had total indebtedness of $29.0 million outstanding under these loans. The term loan component has a maturity date of March 1, 2016 and has a fixed interest rate of 10.0% per annum, and the senior term loan component has a maturity date of May 1, 2015 and bears interest at a rate of prime plus 0.375%, or 3.625%, as of September 30, 2011.

As of the date of this prospectus, except as described above, we cannot specify with certainty all of the other particular uses for the net proceeds from this offering. However, we expect to use the remaining net proceeds to us from this offering primarily for general corporate purposes, including headcount expansion, investments in our data center, sales and marketing activities, general and administrative matters and capital expenditures. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments.

Management’s plans for the remaining proceeds of this offering are subject to change due to unforeseen events and opportunities, and the amounts and timing of our actual expenditures depend on several factors. Accordingly, our management team will have broad discretion in using the remaining net proceeds from this offering. Pending the use of proceeds from this offering, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the United States government.

DIVIDEND POLICY

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to applicable laws and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. In addition, our amended and restated loan and security agreement with Silicon Valley Bank restricts our ability to pay dividends.

33

CAPITALIZATION

The following table summarizes our cash and cash equivalents and our capitalization as of September 30, 2011:

• on an actual basis;

• on a pro forma basis, giving effect to the automatic conversion of all outstanding shares of convertible preferred stock into an aggregate of 23,082,367 shares of common stock upon the completion of this offering; and

• on a pro forma as adjusted basis, giving effect to (i) the sale by us of 8,333,333 shares of common stock in this offering, at an assumed initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; (ii) the application of the net proceeds we will receive from this offering in the manner described in “Use of Proceeds”; (iii) the net exercise of the outstanding warrant for an aggregate of 15,935 shares of our common stock, assuming an initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus; and (iv) the exercise of 932,305 vested options to purchase shares of our common stock, at a weighted average exercise price of $1.23 per share, that we expect to be sold in this offering by certain selling shareholders at the closing of this offering.

The information below is illustrative only and cash and cash equivalents, total stockholders’ equity and total capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of September 30, 2011
	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands, except share and per share data)
Cash and cash equivalents	$	72,605		$	72,605		$	120,864
Revolving credit facility	$	4,048		$	4,048		$	4,048
Long-term debt, current and long-term portions		28,871			28,871			8,871
Total short- and long-term debt		32,919			32,919			12,919
Redeemable and convertible preferred stock, $0.0001 par value: 23,082,367 shares authorized and 23,082,367 shares issued and outstanding, actual; 10,000,000 shares authorized, and no shares issued or outstanding, pro form and pro forma as adjusted		105,010			—			—
Stockholders’ equity (deficit):
Common stock, $0.0001 par value. 70,000,000 shares authorized, actual; 70,000,000 shares authorized, pro forma; and 290,000,000 shares authorized pro forma as adjusted. 24,935,441 shares outstanding, actual; 48,033,743 shares outstanding, pro forma; and 57,299,381 outstanding, pro forma as adjusted		4			6			7
Less 6,425,406 shares of treasury stock, at cost		(3,352	)		(3,352	)		(3,352	)
Additional paid-in capital		18,063			123,071			191,329
Accumulated deficit		(92,059	)		(92,059	)		(92,059	)
Accumulated other comprehensive income		(5	)		(5	)		(5	)
Total stockholders’ equity (deficit)		(77,349	)		27,661			95,920
Total capitalization	$	60,580		$	60,580		$	108,839

34

The number of shares of our common stock to be outstanding after this offering is based on 48,033,743 shares outstanding as of September 30, 2011 and excludes:

• 16,274,820 shares of our common stock issuable upon the exercise of outstanding options, with a weighted average exercise price of $2.94 per share (including 932,305 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options at the closing of this offering);

• 511,604 additional shares of common stock reserved for issuance under our 2007 Stock Incentive Plan;

• 858,651 shares of our common stock that are issued and outstanding but that were subject to a right of repurchase by us at September 30, 2011 and therefore not included in stockholders’ equity (deficit); and

• 4,010,955 shares of common stock reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective upon completion of this offering.

A $1.00 increase or decrease in the assumed initial public offering price of $9.00 per share of our common stock in this offering would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $7.8 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

35

DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Pro forma net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after completion of this offering.

Our pro forma net tangible deficit as of September 30, 2011 before giving effect to this offering was $1.7 million, or $0.04 per share, based on the total number of shares of our common stock outstanding as of September 30, 2011, assuming the conversion of all outstanding shares of our preferred stock into 23,082,367 shares of our common stock and the net exercise of the outstanding warrant into a total of 15,935 shares of our common stock, assuming an initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus.

After giving effect to our sale of shares of common stock in this offering at the initial public offering price of $9.00 per share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of September 30, 2011 would have been $66.6 million, or $1.16 per share. This represents an immediate increase in net tangible book value of $1.20 per share to existing stockholders and an immediate dilution in net tangible book value of $7.84 per share to purchasers of our common stock in this offering, as illustrated in the following table:

Assumed initial public offering price per share				$	9.00
Pro forma net tangible book value (deficit) per share as of September 30, 2011, before giving effect to this offering	$	(0.04	)
Increase in pro forma net tangible book value (deficit) per share attributable to new investors in this offering		1.20
Pro forma as adjusted net tangible book value per share after giving effect to this offering					1.16
Dilution per share to new investors in this offering				$	7.84

If the underwriters exercise their option to purchase additional shares of our common stock in full, the pro forma as adjusted net tangible book value per share would be $1.38 per share, the increase in pro forma net tangible book value per share to existing stockholders would be $1.42 per share and the dilution per share to new investors purchasing shares in this offering would be $7.62 per share.

The following table presents, on a pro forma basis as of September 30, 2011, after giving effect to the sale of 8,333,333 shares of common stock and the automatic conversion of all convertible preferred stock into 23,082,367 shares of common stock; and the net exercise of the outstanding warrant into a total of 15,935 shares of our common stock upon the closing of this offering, the differences between the existing stockholders and the purchasers of shares in this offering with respect to the number of shares purchased from us, the total consideration paid and the average price paid per share (in thousands, except percentages and per share data):

	Shares Purchased					Total Consideration					Average Price Per  Share
	Number		Percent			Amount		Percent
	(dollars in thousands, except per share data)
Existing stockholders		48,966,048		85.5	%	$	124,773		62.5	%	$	2.55
New public investors		8,333,333		14.5			75,000		37.5			9.00
Total		57,299,381		100.0	%	$	199,773		100.0	%		3.49

36

Sales of shares of common stock by the selling stockholders in this offering will reduce the number of shares of common stock held by existing stockholders to 45,598,911, or approximately 79.6% of the total shares of common stock outstanding after this offering, and will increase the number of shares held by new investors to 11,700,470, or approximately 20.4% of the total shares of common stock outstanding after this offering.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their over-allotment option in full, our existing stockholders would own 77.2% and our new investors would own 22.8% of the total number of shares of our common stock outstanding after this offering.

The foregoing discussions and calculations are based on 48,033,743 shares of our common stock outstanding as of September 30, 2011 and exclude:

• 16,274,820 shares of our common stock issuable upon the exercise of outstanding options, with a weighted average exercise price of $2.94 per share (including 932,305 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options at the closing of this offering);

• 511,604 additional shares of common stock reserved for issuance under our 2007 Stock Incentive Plan;

• 858,651 shares of our common stock that are issued and outstanding but that were subject to a right of repurchase by us at September 30, 2011 and therefore not included in stockholders’ equity (deficit); and

• 4,010,955 shares of our common stock reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective upon completion of this offering.

To the extent that any outstanding options are exercised, new investors will experience further dilution.

37

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included in this prospectus. The selected consolidated financial data included in this section are not intended to replace our consolidated financial statements and the related notes included in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010, and consolidated balance sheet data as of December 31, 2009 and 2010, were derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated statements of operations data for the years ended December 31, 2006 and 2007, and consolidated balance sheet data as of December 31, 2006, 2007 and 2008, were derived from our audited consolidated financial statements, as adjusted for a change in accounting principle (see note 2(h) to notes of our consolidated financial statements), not included in this prospectus. The consolidated statements of operations data and balance sheet data as of and for the nine months ended September 30, 2010 and 2011 were derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. The unaudited consolidated financial statements include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods, and the results for the nine months ended September 30, 2011 are not necessarily indicative of results to be expected for the full year or for any other period.

	Year Ended December 31,															Nine Months  Ended September 30,
	2006			2007			2008			2009			2010			2010			2011
																(unaudited)
	(in thousands, except per share data)
Consolidated Statements of Operations Data(1):
Revenues:
Products	$	2,450		$	6,453		$	13,270		$	24,319		$	37,827		$	25,924		$	46,092
Professional services		428			1,450			3,662			5,675			8,441			5,672			8,679
Total revenues		2,878			7,903			16,932			29,994			46,268			31,596			54,771
Cost of revenues:
Products		88			942			2,827			4,133			9,870			6,644			15,208
Professional services		824			1,916			4,876			5,467			9,836			6,877			9,146
Total cost of revenues		912			2,858			7,703			9,600			19,706			13,521			24,354
Gross profit		1,966			5,045			9,229			20,394			26,562			18,075			30,417
Operating expenses:
Research and development		1,720			3,214			6,345			8,047			18,278			12,877			23,320
Sales and marketing		1,270			5,185			12,423			14,057			28,592			20,510			31,757
General and administrative		576			670			1,777			2,905			6,746			5,298			9,120
Total operating expenses		3,566			9,069			20,545			25,009			53,616			38,685			64,197
Loss from operations		(1,600	)		(4,024	)		(11,316	)		(4,615	)		(27,054	)		(20,610	)		(33,780	)
Total other income (expense), net(2)		53			222			(4	)		(223	)		(495	)		(201	)		(8,068	)
Loss before provision for income taxes		(1,547	)		(3,802	)		(11,320	)		(4,838	)		(27,549	)		(20,811	)		(41,848	)
Provision for (benefit from) income taxes		—			88			—			(52	)		91			64			(3,710	)
Net loss	$	(1,547	)	$	(3,890	)	$	(11,320	)	$	(4,786	)	$	(27,640	)	$	(20,875	)	$	(38,138	)
Basic and diluted net loss per common share(3)	$	(0.07	)	$	(0.17	)	$	(0.55	)	$	(0.23	)	$	(1.25	)	$	(0.95	)	$	(1.61	)
Shares used in per share calculations		22,955			22,391			20,465			20,533			22,096			21,882			23,741
Pro forma basic and diluted net loss per common share(4)													$	(0.67	)				$	(0.81	)
Shares used in pro forma per common share calculations(4)														41,320						46,824

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(1) Stock-based compensation was included in the consolidated statements of operations data as follows:

	Year Ended December 31,										Nine Months Ended September 30,
	2006		2007		2008		2009		2010		2010		2011
	(in thousands)
Cost of revenues	$	—	$	19	$	53	$	85	$	158	$	105	$	311
Research and development		—		55		134		112		528		325		1,764
Sales and marketing		—		68		177		257		823		544		3,234
General and administrative		—		44		69		145		1,895		1,636		2,215
Total stock-based compensation	$	—	$	186	$	433	$	599	$	3,404	$	2,610	$	7,524

(2) Non-cash expense recorded in total other income (expense), net related to the change in fair value of our preferred stock warrant liability was zero in the years ended December 31, 2006, 2007, 2008 and 2009, and $0.2 million and $7.2 million in the year ended December 31, 2010, and the nine months ended September 30, 2011, respectively. See further discussion regarding the preferred stock warrants on page 114.

(3) See note 13 of notes to our consolidated financial statements for detailed information regarding the net loss per share calculation.

(4) See notes 2 and 13 of notes to our consolidated financial statements for detailed information regarding the pro forma net loss per share calculation.

	As of December 31,															As of September 30, 2011
	2006			2007			2008			2009			2010
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	2,111		$	12,220		$	9,520		$	22,078		$	43,348		$	72,605
Working capital (deficit)		(917	)		8,568			(2,961	)		3,677			14,055			27,781
Total assets		3,775			18,003			16,776			34,122			77,540			143,944
Preferred stock warrants		—			—			—			—			264			—
Current and long-term debt		99			1,798			3,999			4,122			9,248			32,919
Redeemable and convertible preferred stock		—			15,300			15,381			27,633			57,561			105,010
Total stockholders’ deficit		(479	)		(12,372	)		(23,119	)		(27,816	)		(50,035	)		(77,349	)

Non-GAAP Financial Measure: Billings

We monitor billings, a non-GAAP measure, in addition to other financial measures presented in accordance with GAAP, to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that this non-GAAP measure offers valuable supplemental information regarding the performance of our business, and will help investors better understand the sales volumes and performance of our business.

Our use of billings, a non-GAAP measure, has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for total revenues or an analysis of our results as reported under GAAP. Some of these limitations are:

• Billings is not a substitute for total revenues, as billings are recognized when invoiced, while revenue is recognized ratably over the contract term;

• Billings can include fees paid for license terms greater than 12 months and therefore does not always closely match with the timing of delivery of support, maintenance, and hosting services and the costs associated with delivering those services;

• Billings would not exclude any agreements that contain customer acceptance provisions that would require deferral of revenue required under GAAP; and

• Other companies, including companies in our industry, may not use billings, may calculate billings differently or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of billings as a comparative measure.

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	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
	(in thousands)
Billings	$	23,327	$	36,131	$	71,846	$	46,014	$	68,880

We consider billings, a non-GAAP measure, a significant performance measure and a leading indicator of future recognized revenue based on our business model of billing for subscription licenses annually and recognizing revenue ratably over the subscription term. The billings we record in any particular period reflect sales to new customers plus subscription renewals and upsell to existing customers, and represent amounts invoiced for product subscription license fees and professional services. We typically invoice the customer for subscription license fees in annual increments upon initiation of the initial contract or subsequent renewal. In addition, historically we have had some arrangements with customers to purchase subscription licenses for a term greater than 12 months, most typically 36 months, in which case the full amount of the agreement will be recognized as billings if the customer is invoiced for the entire term, rather than for an annual period.

The following table sets forth our reconciliation of total revenues to billings for the periods shown:

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
										(unaudited)
	(in thousands)
Total revenues	$	16,932		$	29,994		$	46,268		$	31,596		$	54,771
Deferred revenue, end of period		18,480			24,617			50,195			39,035			64,304
Less: deferred revenue, beginning of period		(12,085	)		(18,480	)		(24,617	)		(24,617	)		(50,195	)
Billings	$	23,327		$	36,131		$	71,846		$	46,014		$	68,880

40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus.

Overview

We provide a social business software platform that improves business results through enhanced internal and external communication and collaboration among employees, customers and partners. We believe organizations that deploy our platform will be able to achieve increased employee productivity, boost brand loyalty, lower operational costs and accelerate strategic decision making.

Our company was founded in February 2001 to commercialize Jive Forums, a discussion-based Internet forums technology used by enterprises for external support communities. Between 2001 and 2005, we primarily generated revenue through the sale of Jive Forums and an internally developed instant messenger product, which we subsequently contributed to the open source community. In 2006, we began enhancing our Jive Forums technology with the goal of creating a social business platform that would provide enterprises with rich and engaging communities that connect employees, customers and partners.

In February 2007, we launched the Jive Engage Platform. Based on our initial success with this new product strategy and our desire to invest more heavily in the growth of our company, in August 2007, we raised our first external capital. This initial funding allowed us to further develop our platform and to capitalize on the emerging trend for social communication both inside and outside the enterprise.

Since the initial release of the Jive Engage Platform in 2007, we have continued to enhance our platform with features and functions that bring the benefits of social collaboration to the enterprise. In June 2011, we introduced the latest version of the Jive Engage Platform, “Jive 5.0.” This release included advanced social features, proprietary recommendation technology, an application marketplace and enhanced integration with Microsoft Office. We built the Jive Engage Platform through internal research and development and augmented this development with three small acquisitions targeted at expanding the functionality of our core platform: Filtrbox in January 2010; Proximal Labs in March 2011; and OffiSync in May 2011.

We offer the Jive Engage Platform on a subscription basis, deployed in a private or public cloud and used for internal or external communities. We generate revenues from platform subscription fees as well as professional services fees for configuration, implementation and training. We recognize revenues from subscriptions ratably over the term of the contract, and professional services fees ratably over the subscription term as those services are delivered.

We have achieved significant revenue growth in recent periods. In 2010 and in the nine months ended September 30, 2011, our total revenues were $46.3 million, which represented a 54% increase from 2009 total revenues, and $54.8 million, which represented a 73% increase over the comparable period in 2010, respectively. For 2010 and for the nine months ended September 30, 2011, 20% and 23% of our total revenues, respectively, were derived from customers located outside the United States. In 2010 and for the nine months ended September 30, 2011, we incurred net losses of $27.3 million and $38.1 million, respectively.

We intend to continue to invest in development of our solutions, our infrastructure and sales and marketing to drive long-term growth. As a result of these planned investments, we do not expect to be profitable on a GAAP basis for the foreseeable future. We are in the process of transitioning our data centers from a third-

41

party service provider to a co-located facility managed by our internal network operations team. This transition is designed to accommodate future growth, lower our operating costs and increase service levels, but will require significant up front capital expenditures for equipment and infrastructure as well as increased personnel expense. In this regard, we anticipate making capital expenditures of approximately $3.0 million during the first quarter of 2012 for purchases of network equipment, as well as for additional hosting services. We expect that the data center transition will have a negative impact on our margins in the near term, but, as our data centers scale with our anticipated customer growth, we expect that a long-term effect of this transition will be to improve our margins. In addition, we expect to continue to invest in our product development efforts to add additional features and functionality that will enable our customers to derive more value and increase adoption. It is difficult for us to accurately predict subscription renewal or upsell rates and to forecast the rate or degree of adoption of social business software in the enterprise, making it difficult for us to predict the impact that our investments in product development will have on future revenues. We continue to invest in our field sales, inside sales and services organization to drive additional revenue and support the growth of our customer base. Any investments that we make in our field sales, inside sales and services organization will occur in advance of our experiencing any benefits from such investments, and so it is difficult for us to determine if we are efficiently allocating our resources in these areas.

Key Metrics

In addition to GAAP metrics such as total revenues and gross margin, we also regularly review billings, a non-GAAP measure, and the number of Jive Engage Platform customers to evaluate our business, measure our performance, identify trends affecting our business, allocate capital and make strategic decisions.

(1) Billings is a non-GAAP measure. See “Selected Consolidated Financial Data—Non-GAAP Financial Measure: Billings” for a reconciliation of total revenues to billings for the periods shown.

Billings

We monitor Billings, a non-GAAP measure, in addition to other financial measures presented in accordance with GAAP, to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that this non-GAAP measure offers valuable supplemental information regarding the performance of our business, and will help investors better understand the sales volumes and performance of our business.

Our use of Billings, a non-GAAP measure, has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for total revenues or an analysis of our results as reported under GAAP. Some of these limitations are:

• Billings is not a substitute for total revenues, as billings are recognized when invoiced, while revenue is recognized ratably over the contract term;

• Billings can include fees paid for license terms greater than 12 months and therefore does not always closely match with the timing of delivery of support, maintenance, and hosting services and the costs associated with delivering those services;

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• Billings would not exclude any agreements that contain customer acceptance provisions that would require deferral of revenue required under GAAP; and

• Other companies, including companies in our industry, may not use billings, may calculate non-GAAP measures differently or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP measures as comparative measures.

We consider billings a significant performance measure and a leading indicator of future recognized revenue based on our business model of billing for subscription licenses annually and recognizing revenue ratably over the subscription term. The billings we record in any particular period reflect sales to new customers plus subscription renewals and upsell to existing customers, and represent amounts invoiced for product subscription license fees and professional services. We typically invoice our customers for subscription fees in annual increments upon initiation of the initial contract or subsequent renewal. In addition, we have also entered into arrangements with customers to purchase subscriptions for a term greater than 12 months, most typically 36

months. For subscriptions greater than 12 months, the customer has the option of being invoiced annually or paying for the full amount up front. If the customer elects to pay the full amount up front, the total amount billed for the entire term will be reflected in billings. If the customer elects to be invoiced annually, only the amount billed for the 12-month period will be included in billings. The portion of subscription terms under contract and not yet invoiced is considered backlog and is not reflected on our consolidated balance sheet as deferred revenue. As of September 30, 2011, we had backlog of approximately $26.3 million compared with backlog of approximately $15.4 million as of December 31, 2010. Of the $26.3 million in backlog as of September 30, 2011, approximately 42% is expected to be billed and recognized as revenue within the fiscal year ended December 31, 2012. Billings for consulting services typically occur on a bi-weekly basis as the services are delivered.

Billings are initially recorded as current or long-term deferred revenue and are recognized as revenue when all of the revenue recognition criteria discussed under our accounting policies, as described in “—Critical Accounting Policies and Estimates—Revenue Recognition,” have been satisfied. We reconcile total revenues to billings by adding revenue to the change in deferred revenue in a given period.

Billings increased 55% from 2008 to 2009 and 99% from 2009 to 2010. In addition, in the nine months ended September 30, 2011, billings increased 50% over the nine months ended September 30, 2010. The increase in billings was primarily driven by the addition of new customers with larger initial deployments and increased upsell of our products to existing customers. In addition, in the second half of 2010, $10.5 million of our billings related to up front payments for multi-year subscriptions.

Jive Engage Platform Customers

We define the number of platform customers as any customer under active contract for the Jive Engage Platform that carries a balance in our deferred revenue account at the end of any measurement period. While a single customer may have multiple internal and external communities to support distinct departments, operating segments or geographies, we only include the customer once for purposes of this metric. We believe the number of Jive Engage Platform customers is a leading indicator of our future revenues, billings and upsell opportunities.

Our Jive Engage Platform customer count increased 25% from 374 at December 31, 2008 to 468 at December 31, 2009, and 26% to 590 at December 31, 2010. Our product revenue growth for the same periods was 83% and 56%, respectively. From September 30, 2010, our Jive Engage Platform customer count increased 18% from 558 to 657 at September 30, 2011. Our product revenue growth for the same period was 78%. Our total revenues have grown at a faster rate than our customer count as we have realized greater upsell with our existing customers and as the average contract size has increased over that time.

Factors Affecting our Performance

Investment in growth. We have aggressively invested, and intend to continue to invest, in expanding our operations, headcount increases and technology development to support our growth. As a result, we have

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incurred net losses in most quarters since 2007. While we expect our total operating expenses to increase in the foreseeable future, particularly as we continue to expand our sales, development and hosting operations, we expect that such increases would occur at a slower rate relative to the last six quarters because of the completion of key development projects such as the release of Jive 5.0 in June 2011.

Enterprise adoption. Our billings and revenue growth are driven by the pace of adoption and penetration of social applications and platforms in the enterprise. We are investing considerable resources in continuing to build a platform that integrates with legacy enterprise applications across departments and functions to facilitate faster deployment and adoption. We have aggressively invested, and intend to continue to invest, to ensure that our platform integrates effectively with existing enterprise applications, such as Microsoft Office, including desktop applications such as Microsoft Outlook and SharePoint. We have introduced the Jive Apps Market, which provides a secure gateway to additional cloud-based social applications that integrate with and complement the Jive Engage Platform and that are developed by our customers and third-party developers. The degree of adoption of social applications and platforms in the enterprise will drive our ability to acquire new customers and increase renewal rates and upsell opportunities, which will affect our future financial performance.

Renewal rates. As the substantial majority of our subscriptions are for annual terms, in order for us to continue to grow our business it is important that existing customers renew their subscriptions after the existing subscription term expires. The extent to which our customers renew our contracts will affect our billings and recognized revenue in future periods. We measure renewal rates on transactions with annual subscription values over $50,000. We focus on renewal rates with annual subscription values over $50,000 because we believe that those transactions best represent customers who have made a significant investment in their Jive deployment. We believe measuring these customers over time gives us the best indicator for the growth of our business and the potential for incremental business as they renew and expand their deployment. Our average dollar based renewal rate, excluding upsell, for transactions over $50,000 was 69.3%, 92.8% and 95.3% for the years ended December 31, 2008, 2009 and 2010, and 93.1% and 92.9% for the nine months ended September 30, 2010 and 2011. Of our total renewal billings, on a dollar basis, these renewals represented 51.6%, 74.6%, and 75.3% for the years ended December 31, 2008, 2009 and 2010, and 71.8% and 79.2% for the nine months ended September 30, 2010 and 2011. Additionally, by including the upsell of incremental users, page views, modules and communities, our renewal rates can be increased meaningfully, including achieving renewal rates greater than 100%. Including upsell, our average renewal rate for transactions over $50,000 was 122.0%, 122.3% and 113.6% for the years ended December 31, 2008, 2009 and 2010, and 111.2% and 124.6% for the nine months ended September 30, 2010 and 2011.

We calculate our renewal rates by taking the actual dollar amount of contracts renewed for a given period and comparing those actual renewals to the dollar amount of contracts expiring in that same period. The renewal rate is derived by using the actual dollar amount renewed as the numerator and the total renewable contract amount as the denominator. For example, if we have an annual subscription license that expires on December 15th, the dollar amount expected to be invoiced from renewing that license substantially on the same terms would be included in total renewable contract amounts for that period (the denominator). If that license is ultimately renewed, the actual amount invoiced for that renewal would be included in the actual dollar amount renewed for that period (the numerator) regardless of when the renewal occurred. Additionally, upsell renewal rates are calculated in the same manner as standard renewal rates, as described above, except that for upsell renewal rates, any incremental sales to customers within the preceding contract term are added to the numerator, with no change to the denominator.

Upsell opportunity. We are focused on selling additional modules and licensing additional users and page views after the initial deployment of our platform. In order for us to grow our revenues, it is important that our customers make additional significant purchases of our solutions. Increased upsell as customers expand their deployments or deploy new communities is a leading indicator of user adoption and the success of the deployment. We believe this upsell opportunity leads to increased revenues over the lifecycle of a customer relationship. With our most significant customers we have realized upsell in annual billings that can be multiples of the value of those customers’ initial purchases. Because customer acquisition and implementation costs are generally incurred up front, we expect profitability to increase over the life of a customer relationship.

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Transition of hosting operations. To date, we have primarily utilized third-party data center services to host our public cloud customers. To accommodate anticipated future growth, lower our costs to deliver our social business software platform and increase service levels to our public cloud customers, we are in the process of transitioning our data centers from a third-party service provider to a co-located facility managed by our internal network operations team. This transition will require significant up front capital expenditures for equipment that we will purchase and infrastructure as well as increased personnel expense. We expect that these up front expenditures, coupled with continued utilization of third-party data center services for our existing customers through 2012, may continue to have a negative impact on margins in the near term. As our data centers scale with our anticipated customer growth, and as we transition our existing customers to our data centers, we expect that a long-term effect of this transition will be to improve our margins.

Mix of revenue derived from public and private cloud deployments. We deliver our platform both as a public cloud service and as a private cloud solution. The percentage of product revenues derived from public cloud deployments was 55% in 2010 and 61% in the nine months ended September 30, 2011. We expect this percentage to increase over time, although revenues derived from private cloud deployments will remain significant as certain customers may deploy our solutions on their internal systems for compliance and security reasons as well as other factors. Our public cloud deployments typically require fewer complex customizations resulting in higher services gross margins. In addition, we believe as a result of our mix of public versus private cloud deployments continues to shift to the public cloud, the proportion of services billings to license billings will continue to decrease. We expect the long-term effect of these changes will be to improve our margins.

Components of Results of Operations

Revenues

We generate revenues primarily in the form of software subscription fees and professional services for configuration, implementation and other services related to our software. We offer our products with terms typically ranging from 12 to 36 months. In addition to sales of our platform, our revenues include fees for sales of modules, additional users and page views. While subscription-based licenses make up the substantial majority of our product revenues, in limited instances we license our software to customers on a perpetual basis, with ongoing support and maintenance services. Revenues generated through the sale of subscription licenses also include fees for updates and maintenance. We recognize revenue from professional services ratably over the subscription term when they are bundled with a subscription license, because we do not have fair value of all the various services. These amounts, when recognized, are classified as professional services revenues on our consolidated statements of operations based on the hourly rates at which they are billed.

Cost of Revenues

Cost of product revenues includes all direct costs to produce and distribute our product offerings, including data center and support personnel, depreciation and maintenance related to equipment located at our hosting service provider, salaries, web hosting services expense for public cloud implementations, third-party royalty costs, benefits, amortization of acquired intangible assets and stock-based compensation.

Cost of professional services revenues includes all direct costs to provide our professional services, which primarily include salaries, consulting and outside services, and benefits and stock-based compensation for our professional services personnel. We recognize expenses related to our professional services organization as they are incurred, while any associated professional services revenues are recognized ratably over the subscription term.

Cost of revenues also includes allocated overhead costs for facilities and information technology. Allocated costs for facilities consist of rent and depreciation of equipment and leasehold improvements related to our facilities. Our allocated costs for information technology include costs for compensation of our information technology personnel and the cost associated with our information technology infrastructure. Our overhead costs are allocated to all departments based on headcount.

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We expect that cost of revenues may increase in the future depending on the growth rate of our new customers and billings and our need to support the implementation, hosting and support of those new customers. We also expect that cost of revenues as a percentage of total revenues could fluctuate from period to period depending on growth of our services business and any associated costs relating to the delivery of services, the timing of sales of products that have royalties associated with them, the amount and timing of amortization of intangibles from acquisitions and the timing of significant expenditures. Additionally, we recognize services expenses as incurred while we recognize services revenues ratably over the subscription term. We intend to continue to invest additional resources in expanding the delivery capability of our product and other services. The timing of these additional expenses could affect our cost of revenues, both in terms of absolute dollars and as a percentage of total revenues, in any particular quarterly or annual period.

Research and Development

Research and development expenses are expensed as incurred. These expenses include salaries, benefits and stock-based compensation for our engineers and developers, allocated facilities costs and payments to third parties for research and development of new software. We focus our research and development efforts on developing new versions of our platform with new and expanded features. We believe that continued investment in our technology is important for our future growth, and as a result, we expect research and development expenses to increase in absolute dollars although they may fluctuate as a percentage of total revenues.

Sales and Marketing

Sales and marketing expenses primarily consist of salaries, incentive compensation and benefits, travel expense, marketing program fees, partner referral fees and stock-based compensation. Sales incentive compensation is recorded as a component of sales and marketing expense as earned. Sales incentive compensation is earned at the time a customer enters into a binding purchase agreement while associated revenue is recognized ratably over the subscription term. In addition, sales and marketing expenses include customer acquisition marketing, branding, advertising, customer events and public relations costs, as well as allocated facilities costs. We plan to continue to invest heavily in sales and marketing to expand our global operations, increase revenues from current customers, continue building brand awareness and expand our indirect sales channel. We expect sales and marketing expenses to increase in absolute dollars and continue to be our largest expense in absolute dollars and as a percentage of total revenues, although they may fluctuate as a percentage of total revenues.

General and Administrative

General and administrative expenses primarily consist of salaries, benefits and stock-based compensation for our executive, finance, legal, information technology, human resources and other administrative employees. In addition, general and administrative expenses include legal and accounting services, outside consulting, facilities and other supporting overhead costs not allocated to other departments. We expect that our general and administrative expenses will increase in absolute dollars and as a percentage of total revenues in the near term as we continue to expand our business and incur additional expenses associated with being a publicly traded company.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest expense on our outstanding debt, changes in the fair value of our Series C preferred stock warrants and foreign exchange gains and losses. The Series C preferred stock warrants were exercised late in the third quarter of 2011 and therefore we will no longer incur charges related to our warrants.

Provision for Income Taxes

Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign tax jurisdictions. Since we have generated net losses, we have fully reserved against any potential future benefits for loss carryforwards and research and development and other tax credits.

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Results of Operations

		$(00,000			$(00,000			$(00,000			$(00,000			$(00,000
	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands)
Consolidated Statements of Operations Data(1):
Revenues:
Products	$	13,270		$	24,319		$	37,827		$	25,924		$	46,092
Professional services		3,662			5,675			8,441			5,672			8,679
Total revenues		16,932			29,994			46,268			31,596			54,771
Cost of revenues:
Products		2,827			4,133			9,870			6,644			15,208
Professional services		4,876			5,467			9,836			6,877			9,146
Total cost of revenues		7,703			9,600			19,706			13,521			24,354
Gross profit:
Products		10,443			20,186			27,957			19,280			30,884
Professional services		(1,214	)		208			(1,395	)		(1,205	)		(467	)
Total gross profit		9,229			20,394			26,562			18,075			30,417
Operating expenses:
Research and development		6,345			8,047			18,278			12,877			23,320
Sales and marketing		12,423			14,057			28,592			20,510			31,757
General and administrative		1,777			2,905			6,746			5,298			9,120
Total operating expenses		20,545			25,009			53,616			38,685			64,197
Loss from operations		(11,316	)		(4,615	)		(27,054	)		(20,610	)		(33,780	)
Total other income (expense), net(2)		(4	)		(223	)		(495	)		(201	)		(8,068	)
Loss before provision for (benefit from) income taxes		(11,320	)		(4,838	)		(27,549	)		(20,811	)		(41,848	)
Provision for (benefit from) income taxes		—			(52	)		91			64			(3,710	)
Net loss	$	(11,320	)	$	(4,786	)	$	(27,640	)	$	(20,875	)	$	(38,138	)

(1) Stock-based compensation was included in the consolidated statements of operations data as follows:

		$(00,000		$(00,000		$(00,000		$(00,000		$(00,000
	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
	(in thousands)
Cost of revenues	$	53	$	85	$	158	$	105	$	311
Research and development		134		112		528		325		1,764
Sales and marketing		177		257		823		544		3,234
General and administrative		69		145		1,895		1,636		2,215
Total stock-based compensation	$	433	$	599	$	3,404	$	2,610	$	7,524

(2) Non-cash expense recorded in other expense, net related to the change in fair value of our preferred stock warrant liability was zero in the years ended December 31, 2008 and 2009, and $0.2 million and $7.2 million in the year ended December 31, 2010, and the nine months ended September 30, 2011, respectively.

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Nine Months Ended September 30, 2010 and 2011

Revenues

	Nine Months Ended September 30,
	2010		2011		$ Change		% Change
	(dollars in thousands)
Products	$	25,924	$	46,092	$	20,168		77.8	%
Professional services		5,672		8,679		3,007		53.0	%
Total revenues	$	31,596	$	54,771		23,175		73.3	%

The increase in products revenues was primarily the result of an increase in the aggregate number of Jive Engage Platform customers from 558 at September 30, 2010 to 657 at September 30, 2011, as well as a 32.0% increase in our average transaction size for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. Of the 32.0%, or 10.6 points, increase in average transaction size, approximately one-third was attributable to upsell transaction sizes, with the remainder attributable to increase average transaction sizes for new customers and our existing customer renewal base. Our average transaction size attributable to our existing customer renewal base increases as a result of the addition of the prior periods new and upsell transactions being included in the current periods renewal base. The increase in Jive Engage Platform customers was primarily driven by our increased investment in sales and marketing and the increase in average transaction size was primarily due to increases in users and page views purchased per transaction as a result of increased adoption of our products.

The increase in professional services revenues was primarily due to increased demand for customization and unique branding. However, the percentage increase in professional services revenues was 24.8% less than the like period increase in products revenues due to the increased mix of products revenues generated from renewals, which typically require less professional services support.

Cost of Revenues and Gross Margin

	Nine Months Ended September 30,
	2010			2011			$ Change		% Change
	(dollars in thousands)
Cost of products revenues	$	6,644		$	15,208		$	8,564		128.9	%
Products gross margin		74.4	%		67.0	%

	Nine Months Ended September 30,
	2010			2011			$ Change		% Change
	(dollars in thousands)
Cost of professional services revenues	$	6,877		$	9,146		$	2,269		33.0	%
Professional services gross margin		(21.2	)%		(5.4	)%

The increase in cost of products revenues was primarily due to the increase in products sales with a $2.1 million increase in salaries and benefits, a $1.5 million increase in third-party hosting services, a $0.9 million increase in third-party royalties, a $0.7 million increase in third-party consulting fees and an increase in acquisition related charges of $1.4 million. Additionally, as we have begun to transition our data center infrastructure to a model in which we own our data center equipment, the related depreciation and maintenance expense increased $1.0 million.

The decline in products gross margin was attributable to our third-party data center costs and increased headcount in our hosting department due to increased activity and scaling for future growth, and an increase in amortization of acquired intangibles.

The increase in cost of professional services revenues was primarily due to the increase in sales, partially offset by improvements to gross margin by increasing the proportion of full-time professional services employees in relation to more expensive third-party consultants. Additionally, we recognize professional services expense as incurred, while services revenue is recognized ratably over the subscription term.

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Research and Development

	Nine Months Ended September 30,						$ Change		% Change
	2010			2011
	(dollars in thousands)
Research and development	$	12,877		$	23,320		$	10,443		81.1	%
Percentage of total revenues		40.8	%		42.6	%

The increase in research and development expenses was primarily due to a $7.9 million increase in salaries and benefits, which included a $1.4 million increase in stock-based compensation and a $1.7 million increase in signing bonuses for new hires associated with acquisitions in the nine months ended September 30, 2011, and a $1.0 million increase in amortization of intangibles related to the Proximal Labs acquisition.

Sales and Marketing

	Nine Months Ended September 30,						$ Change		% Change
	2010			2011
	(dollars in thousands)
Sales and marketing	$	20,510		$	31,757		$	11,247		54.8	%
Percentage of total revenues		64.9	%		58.0	%

The increase in sales and marketing was primarily due to a $9.3 million increase in salaries and benefits, which included a $2.7 million increase in stock-based compensation and a $1.8 million increase in sales commissions, and a $0.8 million increase in travel costs.

General and Administrative

	Nine Months Ended September 30,						$ Change		% Change
	2010			2011
	(dollars in thousands)
General and administrative	$	5,298		$	9,120		$	3,822		72.1	%
Percentage of total revenues		16.8	%		16.7	%

The increase in general and administrative expenses was primarily due to a $1.6 million increase in salaries and benefits, which included a $0.6 million increase in stock-based compensation expense, a $1.1 million increase in legal costs and a $1.2 million increase in other expenses for travel, corporate insurance and facilities and consulting fees.

Other expense, net

	Nine Months Ended September 30,						$ Change		% Change
	2010			2011
	(dollars in thousands)
Other expense, net		201			8,068			7,867		NM
Percentage of total revenues		0.6	%		14.7	%

The increase in other expense, net was primarily due to a $7.2 million change in the fair value of the Series C preferred stock warrants and a $0.7 million increase in interest expense.

Provision for (benefit from) income taxes

	Nine Months Ended September 30,						$ Change			% Change
	2010			2011
	(dollars in thousands)
Provision for (benefit from) income taxes		64			(3,710	)		(3,774	)		NM
Percentage of total revenues		0.2	%		(6.8	)%

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In the nine months ended September 30, 3011, in connection with the OffiSync acquisition, a deferred tax liability of $3.9 million was established for the book tax basis differences related to specifically identified non-goodwill intangibles. The net liability from the acquisition created an additional source of income to utilize our deferred tax assets and therefore, a corresponding amount of the valuation allowance has been released.

Years Ended December 31, 2008, 2009 and 2010

Revenues

	Year Ended December 31,						2008 to 2009 % Change			2009 to 2010 % Change
	2008		2009		2010
	(dollars in thousands)
Products	$	13,270	$	24,319	$	37,827		83.3	%		55.5	%
Professional services		3,662		5,675		8,441		55.0	%		48.7	%
Total revenues	$	16,932	$	29,994	$	46,268		77.1	%		54.3	%

2009 compared to 2010. The increase in products revenues was primarily the result of an increase in the aggregate number of Jive Engage Platform customers from 468 at December 31, 2009 to 590 at December 31, 2010, as well as a 20.4% increase in our average transaction size. Of the 20.4% increase in average transaction size, approximately one-tenth, or 2.0 points, was attributable to upsell transactions with the remainder attributable to increased average transaction sizes for new customers and our renewals from existing customers. The increase in Jive Engage Platform customers was primarily driven by our increased investment in sales and marketing and the increase in average transaction size was due to the continued increased mix of our customers on “Jive 4.0,” as discussed below, as well as increases in users and page views purchased per transaction as a result of increased adoption of our products.

The increase in professional services revenues in 2010 compared to 2009 was a direct result of increased products revenues as customers often purchase customization services along with their initial subscription. However, the percentage increase in professional services revenues was 6.8% less than the prior year period increase in products revenues due to the increased mix of products revenues generated from renewals, which typically require less professional services support.

2008 compared to 2009. The increase in products revenues was primarily the result of an increase in the aggregate number of Jive Engage Platform customers from 374 at December 31, 2008 to 468 at December 31, 2009, as well as a 54.0% increase in our average transaction size. Of the 54.0% increase in average transaction size, approximately one quarter, or 1.3 points, was attributable to upsell transactions with the remainder attributable to increased average transaction sizes for new customers and our renewals from existing customers. The growth in Jive Engage Platform customers and average annual transaction size in 2009 compared to 2008 was attributed to the introduction of “Jive 4.0” in mid-2009, which was offered at higher license fees on a subscription basis.

The increase in professional services revenues in 2009 compared to 2008 was a result of increased products revenues as customers often purchase customization services along with their initial subscription. In addition, we added an education offering in mid-2008 and focused resources on selling training classes.

Cost of Revenues and Gross Margin

	Year Ended December 31,									2008 to 2009 % Change			2009 to 2010 % Change
	2008			2009			2010
	(dollars in thousands)
Cost of products revenues	$	2,827		$	4,133		$	9,870			46	%		139	%
Products gross margin		78.7	%		83.0	%		73.9	%
	Year Ended December 31,									2008 to 2009 % Change			2009 to 2010 % Change
	2008			2009			2010
	(dollars in thousands)
Cost of professional services revenues	$	4,876		$	5,467		$	9,836			12	%		80	%
Professional services gross margin		(33.2	)%		3.7	%		(16.5	)%

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2009 compared to 2010. The increase in products cost of revenues was primarily related to an increase of $2.2 million in third-party web hosting services, an increase of $2.1 million related to third-party royalties and other fees, and an increase of $0.9 million in employee-related costs in our hosting and customer support functions.

The decline in product gross margins was attributable to the increase in hosting related expenses as we scaled our hosting capacity both in North America and in Europe in order to meet demand associated with the increasing mix of public cloud versus private cloud customers, and to payments made to third-parties for royalties, primarily related to our module offerings.

The increase in cost of professional services revenues was primarily related to an increase of $2.0 million in employee-related costs, which included an increase of $1.5 million in third-party consulting fees and other fees, an increase of $0.7 million in allocated overhead costs.

The decrease in professional services gross margin was primarily due to increased utilization of third-party consultants, which incur a higher hourly rate, in order to manage services backlog

2008 compared to 2009. The increase in cost of products revenues was primarily related to an increase of $1.1 million in third-party web hosting services and an increase of $0.5 million related to third-party royalties and other fees. The product gross margin increase was primarily due to increased product revenues and a lower ratio of hosting and support headcount as compared to our customer base.

The increase in cost of professional services revenues was primarily related to an increase of $1.2 million in employee-related costs and an increase of $0.2 million in allocated overhead costs, partially offset by a $0.6 million decrease in third-party consulting fees and a $0.2 million decrease for other miscellaneous costs, such as travel. The increase in professional services gross margin was primarily due to increased professional services revenues and a decrease in the mix of third-party consultants to full-time employees.

Research and Development

	Year Ended December 31,									2008 to 2009 % Change			2009 to 2010 % Change
	2008			2009			2010
	(dollars in thousands)
Research and development	$	6,345		$	8,047		$	18,278			26.8	%		127.1	%
Percentage of total revenues		37.5	%		26.8	%		39.5	%

2009 compared to 2010. The increase in research and development expenses in 2010 compared to 2009 was primarily due to an $8.0 million increase in salaries and benefits, which included a $0.4 million increase in stock-based compensation, a $1.8 million increase in allocations for IT and facilities costs and a $0.5 million increase for other miscellaneous costs, such as travel and consulting.

2008 compared to 2009. The increase in research and development expenses in 2009 compared to 2008 was primarily due to a $0.7 million increase in salaries and benefits and a $0.7 million increase consulting fees.

Sales and Marketing

	Year Ended December 31,									2008 to 2009 %  Change			2009 to 2010 %  Change
	2008			2009			2010
	(dollars in thousands)
Sales and marketing	$	12,423		$	14,057		$	28,592			13.2	%		103.4	%
Percentage of total revenues		73.4	%		46.9	%		61.8	%

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2009 compared to 2010. The increase in sales and marketing expenses in 2010 compared to 2009 was primarily due to a $5.7 million increase in salaries and benefits, which included a $0.6 million increase in stock-based compensation, a $3.9 million increase in sales commissions, a $3.3 million increase in marketing programs, an increase of $1.2 million in allocated overhead and a $0.7 million increase in travel and entertainment expenses. These increases were partially offset by a $0.3 million decrease in miscellaneous costs such as consulting fees.

2008 compared to 2009. The increase in sales and marketing expenses in 2009 compared to 2008 was primarily due to a $1.2 million increase in marketing programs, a $0.5 million increase in salaries and benefits and a $0.4 million increase in sales commissions, partially offset by a $0.4 million decrease in miscellaneous expenses such as travel and entertainment.

General and Administrative

	Year Ended December 31,									2008 to 2009 %  Change			2009 to 2010 %  Change
	2008			2009			2010
	(dollars in thousands)
General and administrative	$	1,777		$	2,905		$	6,746			63.5	%		132.2	%
Percentage of total revenues		10.5	%		9.7	%		14.6	%

2009 compared to 2010. The increase in general and administrative expenses in 2010 compared to 2009 was primarily due to a $3.8 million increase in salaries and benefits, which included a $1.8 million increase in stock-based compensation expense. As a result of the company-wide headcount growth, facilities and depreciation expense increased $1.6 million. Also contributing to the increase was a $0.2 million increase in travel expense, a $1.0 million increase in outside consulting costs and other professional fees, and an increase of $1.2 million in IT expenses related to increased headcount and new facilities. These increases were partially offset by an increase of $3.9 million in overhead allocations out of general and administrative to the other functions based on relative headcount.

2008 compared to 2009. The increase in general and administrative expenses in 2009 compared to 2008 was primarily due to a $0.8 million increase in facilities costs as we expanded our existing offices and added additional offices in multiple locations in order to recruit from an expanded pool of software engineers. Also contributing to the increase was a $0.3 million increase in legal costs, which increased due to the growth in revenue and related customer contracts.

Other expense, net

	Year Ended December 31,									2008 to 2009 %  Change		2009 to 2010 %  Change
	2008			2009			2010
	(dollars in thousands)
Other expense, net	$	4		$	223		$	495			NM		122	%
Percentage of total revenues		0.0	%		0.7	%		1.1	%

2009 compared to 2010. The increase was primarily related to the loss from the change in the fair value of our series C preferred stock warrants.

2008 compared to 2009. The increase was primarily related to interest expense due to the increased balance on our revolving line of credit and additional term loan.

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Provision for (benefit from) income taxes

	Year Ended December 31,									2008 to 2009 %  Change		2009 to 2010 %  Change
	2008			2009			2010
	(dollars in thousands)
Provision for (benefit from) income taxes	$	—		$	(52	)	$	91			NM		NM
Percentage of total revenues		0.0	%		(0.2	)%		0.2	%

2009 compared to 2010. We recorded income taxes that were principally attributable to state and foreign taxes.

2008 compared to 2009.   We recorded income taxes that were principally attributable to state taxes.

Quarterly Results of Operations

The following tables set forth our unaudited quarterly consolidated statements of operations data for each of the seven quarters in the period ended September 30, 2011. We have prepared the quarterly data on a consistent basis with the audited consolidated financial statements included in this prospectus. In the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.

	Three Months Ended
	March 31,    2010			June 30,      2010			September 30, 2010			December 31, 2010			March 31,    2011			June 30,      2011			September 30, 2011
	(in thousands, except per share data)
Consolidated Statements of Operations Data(1):
Revenues:
Products	$	7,448		$	8,565		$	9,911		$	11,903		$	13,570		$	15,029		$	17,493
Professional services		1,349			1,885			2,438			2,769			2,497			2,856			3,326
Total revenues		8,797			10,450			12,349			14,672			16,067			17,885			20,819
Cost of revenues:
Products		1,640			2,204			2,800			3,226			3,929			5,132			6,147
Professional services		1,941			2,495			2,441			2,959			3,131			2,920			3,095
Total cost of revenues		3,581			4,699			5,241			6,185			7,060			8,052			9,242
Products gross profit		5,808			6,361			7,111			8,677			9,641			9,897			11,346
Services gross profit		(592	)		(610	)		(3	)		(190	)		(634	)		(64	)		231
Gross profit		5,216			5,751			7,108			8,487			9,007			9,833			11,577
Operating expenses:
Research and development		3,521			4,382			4,974			5,401			8,667			7,116			7,537
Sales and marketing		5,140			7,050			8,320			8,082			8,838			10,622			12,297
General and administrative		2,538			1,425			1,335			1,448			1,790			3,429			3,901
Total operating expenses		11,199			12,857			14,629			14,931			19,295			21,167			23,735
Loss from operations		(5,983	)		(7,106	)		(7,521	)		(6,444	)		(10,288	)		(11,334	)		(12,158	)
Total other income (expense), net(2)		(38	)		(89	)		(74	)		(294	)		(4,171	)		(8,532	)		4,635
Loss before provision for (benefit from) income taxes		(6,021	)		(7,195	)		(7,595	)		(6,738	)		(14,459	)		(19,866	)		(7,523	)
Provision for (benefit from) income taxes		22			21			21			27			30			(3,797	)		57
Net loss	$	(6,043	)	$	(7,216	)	$	(7,616	)	$	(6,765	)	$	(14,489	)	$	(16,069	)	$	(7,580	)

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(1) Stock-based compensation was included in the consolidated statements of operations data as follows:

	Three Months Ended
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010		March 31, 2011		June 30, 2011		September 30, 2011
	(in thousands)
Cost of revenues	$	28	$	39	$	38	$	53	$	69	$	87	$	155
Research and development		54		101		170		203		353		605		806
Sales and marketing		148		165		231		279		309		937		1,988
General and administrative		1,284		117		235		259		325		710		1,180
Total stock-based compensation	$	1,514	$	422	$	674	$	794	$	1,056	$	2,339		4,129

(2) Non-cash expense recorded in total other income (expense), net related to the change in fair value of our preferred stock warrant liability was zero in the three months ended March 31, 2010 and June 30, 2010, and $0.03 million, $0.2 million, $4.1 million and $8.2 million in the three months ended September 30, 2010, December 31, 2010, March 31, 2011, and June 30, 2011, respectively. Non-cash income recorded in total other income (expense), net included $5.2 million related to the change in fair value of our preferred stock warrants in the three months ended September 30, 2011. See further discussion regarding the preferred stock warrants on page 114.

The following table sets forth the reconciliation of total revenues to billings, a non-GAAP measure, for the periods shown:

	Three Months Ended
	March 31, 2010			June 30, 2010			September 30, 2010			December 31, 2010			March 31, 2011			June 30, 2011			September 30, 2011
	(in thousands)
Total revenues	$	8,797		$	10,450		$	12,349		$	14,672		$	16,067		$	17,885		$	20,819
Deferred revenue, end of period		28,015			32,108			39,035			50,195			52,628			58,644			64,304
Less: Deferred revenue, beginning of period		(24,617	)		(28,015	)		(32,108	)		(39,035	)		(50,195	)		(52,628	)		(58,644	)
Billings	$	12,195		$	14,543		$	19,276		$	25,832		$	18,500		$	23,901		$	26,479

See “Selected Consolidated Financial Data—Non-GAAP Financial Measure: Billings” for more information on billings.

We have experienced sequential billings growth in line with our revenues growth in all periods presented, with the exception of the three months ended March 31, 2011 compared to the three months ended December 31, 2010. Due to the fourth quarter seasonality discussed below, the billings recognized in the first quarter of 2011 were sequentially lower than the billings recognized in the fourth quarter of 2010. In addition, in the first quarter of 2011 we recognized a smaller portion of billings for contract terms greater than 12 months where the customer elected to pay for the full contract term up front. This resulted in lower billings in the first quarter of 2011 compared to the previous two quarters. Our billings have grown at a compound annual growth rate of 56% over the seven quarters presented. In the first nine months of 2011, the total amount of billings relating to contract terms exceeding 12 months represented 12% of billings.

Total revenues increased sequentially in each of the quarters presented, primarily due to new customers, increased renewals of existing customers, and upselling additional modules and user subscriptions to existing customers. We have historically experienced seasonality in sales of our products, with a higher percentage of our customers entering into new subscription agreements and renewals in the fourth quarter and expect this trend to continue.

As a result of the growth in revenues, our gross profit in absolute dollars has increased sequentially in each of the quarters presented.

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Total operating expenses have increased in absolute dollars in each of the quarters presented, primarily due to increased salaries and benefits associated with the hiring of additional personnel in sales and marketing, research and development and general and administrative organizations to support the growth of our business. In the first quarter of 2011, we recognized a non-recurring charge of $1.0 million for the amortization of in-process research and development and a $1.6 million expense related to signing bonuses for new hires associated with an acquisition. General and administrative costs declined in the second quarter of 2010 due a $0.8 million stock compensation charge in the first quarter of 2010 related to a stock repurchase from our former Chief Executive Officer. General and administrative costs increased in the first, second and third quarter of 2011 primarily due to increased headcount and outside services fees related to both the overall growth of our business and in preparation for our initial public offering.

The changes in other income (expense), net, consist of the quarterly remeasurement to fair market value of our preferred stock warrant liability. The preferred stock warrants were exercised late in the third quarter of 2011 and therefore we will no longer incur charges related to our warrants.

Liquidity and Capital Resources

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands)
Cash flows provided by (used in) operating activities	$	(3,989	)	$	1,712		$	(7,229	)	$	(9,127	)	$	(7,071	)
Cash used in investing activities		(1,133	)		(1,019	)		(7,582	)		(5,546	)		(28,729	)
Cash provided by financing activities		2,422			11,865			36,081			33,799			65,057
Increase (decrease) in cash and cash equivalents	$	(2,700	)	$	12,558		$	21,270		$	19,126		$	29,257

We have financed our operations primarily through issuances of preferred stock, borrowings under our credit facility and cash generated from customer sales.

Our principal source of liquidity at September 30, 2011 consisted of $72.6 million of cash and cash equivalents. Our principal needs for liquidity include funding our operating losses, working capital requirements, capital expenditures, debt service and acquisitions. We believe that our available resources are sufficient to fund our liquidity requirements for at least the next 12 months from September 30, 2011.

Cash Flows from Operating Activities

Operating activities used $7.1 million of cash in the nine months ended September 30, 2011. The cash flows from operating activities primarily resulted from our net loss of $38.1 million, net non-cash charges of $16.0 million and changes in our operating assets and liabilities as discussed below.

Accounts receivable, net increased $4.5 million to $24.8 million at September 30, 2011 compared to $20.3 million at December 31, 2010, primarily as a result of increased billings in the third quarter of 2011 compared to the fourth quarter of 2010, as well as a 9% decrease in the percentage of invoices billed and collected in the same quarter. The decrease in the percentage of invoices billed and collected in the same quarter primarily resulted from the linearity of billings within each respective period, as a larger portion of the third quarter 2011 billings were invoiced in the last month of the period. Accounts payable and other accrued liabilities increased $7.6 million to $13.0 million at September 30, 2011 compared to $5.4 million at December 31, 2010, primarily due to timing of payments and as a result of increased purchases to support growth of our company. Accrued payroll and related liabilities increased $1.2 million to $4.9 million at September 30, 2011 compared to $3.7 million at December 31, 2010, primarily due to an increase in accrued vacation as a result of our increased headcount. Deferred revenue increased $14.1 million to $64.3 million at September 30, 2011 compared to $50.2 million at December 31, 2010, primarily due to of increased billings growth in the nine months ended September 30, 2011.

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Operating activities used $7.2 million of cash in 2010. The cash used in operating activities primarily resulted from our net loss of $27.6 million due primarily to the significant investments we incurred to grow our business, adjusted for net non-cash charges of $5.4 million and changes in our operating assets and liabilities, primarily accounts receivable and deferred revenue.

Accounts receivable, net increased $12.0 million to $20.3 million at December 31, 2010 compared to $8.3 million at December 31, 2009, primarily as a result of strong billings in the fourth quarter of 2010. Accounts payable and other accrued liabilities increased $1.8 million to $5.4 million at December 31, 2010 compared to $3.6 million at December 31, 2009, primarily due to timing of payments and as a result of increased purchases to support growth of the company. Accrued payroll and related liabilities increased $2.3 million to $3.7 million at December 31, 2010 compared to $1.4 million at December 31, 2009, primarily related to accrued commissions as a result of increased billings. Deferred revenue increased $25.6 million to $50.2 million at December 31, 2010 compared to $24.6 million at December 31, 2009, primarily as a result of increased billings growth.

Operating activities provided $1.7 million of cash in 2009. The cash flows from operating activities primarily resulted from cash collection driven by increased billings, resulting in a change in deferred revenue of $6.1 million, offset by our net loss of $4.8 million, net non-cash charges of $1.5 million and changes in our other operating assets and liabilities.

Accounts receivable, net increased $3.9 million to $8.3 million as of December 31, 2009 compared to $4.4 million at December 31, 2008, primarily as a result of increased billings throughout 2009 as compared to 2008. Accounts payable and other accrued liabilities increased $2.3 million to $3.6 million as of December 31, 2009 compared to $1.3 million at December 31, 2008, primarily due to timing of payments and as a result of increased purchases to support growth of the company. Accrued payroll and related liabilities increased $1.0 million to $1.5 million as of December 31, 2009 compared to $0.5 million as of December 31, 2008, primarily related to accrued commissions as a result of increased billings. Deferred revenue increased $6.1 million to $24.6 million as of December 31, 2009 compared to $18.5 million as of December 31, 2008, primarily as a result of increased billings growth.

Operating activities used $4.0 million of cash in 2008. The cash used in operating activities primarily resulted from our net loss of $11.3 million, net non-cash charges of $0.9 million and changes in our operating assets and liabilities, primarily deferred revenue.

Cash Flows from Investing Activities

Cash used in investing activities of $28.7 million in the nine months ended September 30, 2011 primarily resulted from $22.9 million used for the acquisitions of OffiSync and Proximal Labs and from $5.8 million used for purchases of property and equipment. We anticipate spending approximately $9.0 million for the purchase of property and equipment in 2011, primarily for the continued build-out of our data centers in order to scale our capacity with our revenue growth.

Cash used in investing activities of $7.6 million in 2010 primarily resulted from $4.8 million used for purchases of property and equipment, $2.2 million used for purchases of intangible assets, primarily developed technology used in our platform, and $0.7 million used for the acquisition of Filtrbox.

Cash used in investing activities were $1.0 million and $1.1 million, respectively, in 2009 and 2008, primarily resulted from purchases of property and equipment.

Cash Flows from Financing Activities

Cash from financing activities of $65.1 million in the nine months ended September 30, 2011 resulted from $40.0 million of gross proceeds from the exercise of preferred stock warrants for 3,858,620 shares of Series C preferred stock, $23.6 million of net proceeds from our credit facility, term and senior term loans used to

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partially fund the acquisition of OffiSync and capital expenditures, and $2.0 million of gross proceeds from the exercise of stock options.

Cash from financing activities of $36.1 million in 2010 primarily resulted from $29.9 million net proceeds from the issuance of Series C preferred stock, $5.1 million of net proceeds from our credit facility and term loans and $1.0 million of proceeds from the exercise of stock options.

Cash from financing activities of $11.9 million in 2009 primarily resulted from net proceeds of $12.3 million from the issuance of our Series B preferred stock. In addition, we used $0.9 million for the repurchase of our common stock and received $0.3 million from the exercise of stock options.

Cash from financing activities of $2.4 million in 2008 primarily resulted from net proceeds from borrowings of $2.2 million.

Loan and Security Agreement

In October 2008, we entered into an amended and restated loan and security agreement with Silicon Valley Bank, which was most recently amended in September 2011, which modified certain financial covenants. The agreement sets forth the terms and conditions of the revolving credit facility and terms loans described below. The agreement, as amended, contains various restrictive covenants, including, with respect to adjusted EBITDA, a minimum liquidity ratio, liens on our assets or incurring additional debt, paying dividends, limiting investments and acquisitions and preventing dissolution, liquidation, merger or a sale of our assets without the prior consent of Silicon Valley Bank. As part of the agreement, we granted Silicon Valley Bank a continuing security interest in our personal property, excluding intellectual property and other intangible assets. The agreement also contains usual and customary events of default (subject to certain threshold amounts and grace periods) on the occurrence of events such things as nonpayment of amounts due under the credit facility or the terms loans, violation of the restrictive covenants referred to above, violation of other contractual provisions, or a material adverse change in our business. We were in compliance with all covenants at September 30, 2011.

Credit Facility. The loan and security agreement provides for a revolving credit facility, which expires March 31, 2013. Pursuant to the terms of the agreement, we may borrow up to $10.0 million, subject to a borrowing base determined on eligible accounts receivable and subject to a total maximum outstanding of $35.0 million. In addition, the amount available to borrow against the revolving credit facility will be reduced by the value of any outstanding letters of credit. We may utilize letters of credit under the credit facility in amounts up to $2.0 million. At September 30, 2011, we had $0.4 million of outstanding letters of credit and the borrowing limit was $5.6 million, $4.0 million of which was outstanding. Interest accrues at the prime rate (3.25% at September 30, 2011) or the prime rate plus 0.25%, based on a financial covenant. The interest rate on this loan was 3.25% at September 30, 2011. The agreement requires payment of a 0.375% per annum fee on the unused portion of the credit facility.

Term Loans. The loan and security agreement provides for a $15.0 million term loan. The proceeds from this loan were used to partially fund the acquisition of OffiSync. We are required to make monthly interest payments. Principal payments will begin April 1, 2013 and will be paid in 36 equal monthly installments. Interest accrues at a fixed rate of 10.0% per annum. This loan matures March 1, 2016. There is no prepayment penalty for this loan.

The loan and security agreement also provides for a $15.0 million senior term loan. The proceeds were used to refinance our then existing term loans with Silicon Valley Bank and to partially fund the acquisition of OffiSync. Interest accrues at the prime rate plus 0.375% or 0.625%, based on a financial covenant. The interest rate on this loan at September 30, 2011 was 3.625%. Repayment began June 1, 2011, and is payable in 48 monthly installment payments. Each of the first 24 installment payments is $0.25 million, plus accrued interest; and each of the remaining 24 installment payments is $0.375 million, plus accrued interest. This loan matures June 1, 2015. There is no prepayment penalty for this loan.

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Contractual Payment Obligations

A summary of our contractual commitments and obligations as of December 31, 2010 was as follows:

	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Revolving credit facility	$	3,533	$	—	$	3,533	$	—	$	—
Term loans		5,715		1,806		3,519		390		—
Estimated interest on revolving credit facility and long-term debt		140		—		137		3		—
Letters of credit		385		—		385		—		—
Purchase order commitments		1,431		1,144		287		—		—
Operating leases		15,897		3,445		5,464		2,866		4,122
Total	$	27,101	$	6,395	$	13,325	$	3,259	$	4,122

See “Liquidity and Capital Resources—Loan and Security Agreement” for a description of our payment obligations under our revolving credit facility, letters of credit and term loans.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Acquisitions

OffiSync Corporation

On May 18, 2011, we completed our acquisition of OffiSync, a Seattle, Washington-based company with significant operations in Israel. OffiSync is a provider of connectors to social business software for the Microsoft environment, including Microsoft Outlook and Microsoft Office. We paid $22.7 million of cash and issued 78,110 shares of our common stock, for a total purchase consideration of $23.3 million. In addition, we also issued restricted common stock and assumed unvested stock options for certain employees, which will be recognized as stock-based compensation expense over the requisite service period.

Proximal Labs

On March 21, 2011, we completed our acquisition of Proximal Labs, a privately-held provider of data technology. We paid $0.5 million of cash and issued 127,054 shares of our common stock, for a total purchase consideration of $1.2 million. In addition, we also issued restricted common stock for certain employees, which will be recognized as stock-based compensation expense over the requisite service period.

Filtrbox, Inc.

On January 6, 2010, we completed our acquisition of Filtrbox, a privately-held provider of social media monitoring solutions based in Boulder, Colorado. We paid $0.7 million of cash and issued 848,416 shares of our common stock with the value of $1.0 million, for a total purchase consideration of $1.7 million.

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Geographic Information

Revenues from countries that represented 10% or more of our total revenues, determined based on the location of the end customer, were as follows:

	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
	(in thousands)
U.S.	$	13,862	$	21,880	$	36,849	$	24,688	$	42,084
Rest of world(1)		3,070		8,114		9,419		6,908		12,687
Total	$	16,932	$	29,994	$	46,268	$	31,596	$	54,771

(1) During the year ended December 31, 2009, 11% of total revenues were derived from customers in Germany. No other country exceeded 10% of total revenues during any of the other periods presented.

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(as % of total revenues)
U.S.		81.9	%		72.9	%		79.6	%		78.1	%		76.8	%
Rest of world		18.1			27.1			20.4			21.9			23.2
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, cash flow and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, allowance for doubtful accounts, stock-based compensation, lives and recoverability of equipment and other long-lived assets, including goodwill, and accounting for income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

We believe that of our significant accounting policies, which are described in note 1 to our financial statements included in this prospectus, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations.

Revenue Recognition

We generate revenues in the form of product fees and related professional service fees. Product fees include subscription fees, perpetual license fees, associated support and maintenance fees and hosting fees. Professional services primarily consist of fees for configuration, training, consultation and implementation services, which are not essential to functionality. For statement of operations classification purposes, we allocate revenues to professional services based on the hourly rate billed for time and materials arrangements and based on the total fixed fee for fixed fee professional services. We recognize revenue when all of the following conditions are met:

• there is persuasive evidence of an arrangement;

• the product or services have been delivered to the customer;

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• the amount of fees to be paid by the customer is fixed or determinable; and

• the collection of the related fees is reasonably assured.

Signed agreements are used as evidence of an arrangement. If a contract signed by the customer does not exist, we have historically used a purchase order as evidence of an arrangement. In cases where both a signed contract and a purchase order exist, we consider the signed contract to be the final persuasive evidence of an arrangement. Software and corresponding license keys are delivered to customers electronically. Electronic delivery occurs when we provide the customer with access to the software. We assess whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. We do not generally offer extended payment terms with typical terms of payment due between 30 and 60 days from delivery of solutions or services. However, for professional services that are billable under a time and materials based arrangement, these fees are neither fixed nor determinable until the work is performed and the fee becomes billable to the customer. We assess collectability of the customer receivable based on a number of factors such as collection history with the customer and creditworthiness of the customer. If we determine that collectability is not reasonably assured, revenue is deferred until collectability becomes reasonably assured, generally upon receipt of cash.

We offer subscriptions of our solutions to customers most frequently on a term basis with terms typically ranging from 12 to 36 months. While term-based licenses make up the majority of our total revenues, we have occasionally licensed our solutions to customers on a perpetual basis with on-going support and maintenance services. We recognize license revenue in accordance with software industry specific guidance. Revenues related to term license fees are recognized ratably over the contract term beginning on the date the customer has access to the software license key and continuing through the end of the contract term. For term-based licenses, we do not charge separately for standard support and maintenance, and, therefore, inherent in the license fees are fees for support and maintenance services for the duration of the license term. As fees for support and maintenance are always bundled with the license over the entire term of the contract, we do not have vendor specific objective evidence of fair value for support and maintenance. Revenues generated from perpetual license sales also include support and maintenance services for an initial stated term, both the perpetual license and support and maintenance are recognized ratably over the initial stated term. We do not have fair value for support and maintenance on perpetual licenses as we have not had sufficient consistently priced standalone sales of support and maintenance to support vendor-specific objective evidence, or VSOE, of fair value.

License arrangements may also include professional services, such as, installation and training services, which are typically delivered early in the contract term. This combination of solutions and services represent a multiple-element arrangement for revenue recognition purposes. We have determined that we do not have VSOE of fair value for each element of a multiple element sales arrangement and, accordingly, we account for fees received under that multiple element arrangement as a single unit of accounting and recognize the fees for the entire arrangement ratably, commencing on delivery of the software, over the longer of the term of the support and maintenance or the period over which professional services are delivered. Support and maintenance is always the last undelivered element in the arrangement and therefore we recognize the fixed portion of the fees ratably over the support and maintenance term. For contracts with multiple elements, we recognize the license, support and maintenance, and fixed fee professional service revenue ratably over the term of the arrangement beginning upon delivery of the software. We believe this method most closely reflects the economics of the transaction as we deliver access to the software and we begin providing support and maintenance services as of the date the software is delivered.

Professional services are offered on both or fixed fee and time and materials hourly billing arrangement. For time and materials based professional services that are part of a multiple-element arrangement where the fees for the professional services are not fixed or determinable upon delivery of the software, revenue is recognized ratably over the contract term as the related fees become fixed. These fees are not considered fixed at the outset of the arrangement and become fixed as the related work is performed and the fees are earned and billed. These services are typically provided early in the contract term with completion typically occurring in the first six months. As these fees become fixed, they are added to the total fee for the multiple-element arrangement and

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recognized ratably with all other arrangement fees over the entire contract term. When billed, a cumulative revenue catch-up is calculated as the revenue earned from the date the software was made available to the customer to the date services have been completed, with recognition continuing ratably to the end of the contract term. These amounts when recognized, in our consolidated statements of operations, are classified as professional services revenues based on the hourly rates at which they are billed. If there are significant acceptance clauses associated with the license or services or uncertainty associated with our ability to perform the professional services, revenues are deferred until the acceptance is received or the uncertainty is resolved. We record amounts that have been invoiced, in accordance with the terms of the agreement, in accounts receivable and in deferred revenues or revenues, depending on whether the revenue recognition criteria have been met.

Hosting revenues are derived from providing our software solutions in a hosted environment where the customer does not take possession of the software on their premises. Customers have the option to elect to take possession of the software and install on their premises or sub-contract the hosting services through us. Such arrangements are considered software sales as the customer has the same rights to the software license regardless of their election to have us host on their behalf or install on their premises. As a result, the fees associated with license, support and hosted services are recognized as revenue ratably over the term of the arrangement.

We occasionally sell professional services separately and recognize revenues resulting from those as professional services are performed. If there is a significant uncertainty about the project completion or receipt of payment for the consulting services, revenues are deferred until the uncertainty is resolved. If acceptance provisions exist within a professional services arrangement, revenues will be deferred until the services are accepted, the acceptance period has expired or cash is received from the customer.

Our policy is to record revenues net of any applicable sales, use or excise taxes.

Allowance for Doubtful Accounts

We maintain an allowance for estimated losses resulting from the inability or refusal of our customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment patterns. We evaluate the collectability of our accounts receivable balances on a quarterly basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts receivable was $0.2 million at both December 31, 2010 and 2009. Bad debt expense was $0.1 million for the years ended December 31, 2010, 2009 and 2008, and the nine months ended September 30, 2011, respectively. If the financial conditions of our customers were to materially change or there were other circumstances that resulted in their inability to pay, the estimates of recoverability of receivables could materially change.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and intangible assets of acquired entities. We perform a goodwill impairment test annually during the fourth quarter of our fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. Such events or circumstances may include significant adverse changes in the general business climate, among other things. The impairment test is performed by determining the reporting unit’s fair value based on estimated discounted future cash flows and considering the estimated fair market value of our common stock. We have determined that we have one reporting unit, which represents the activities of the entire company. If the reporting unit’s carrying value is less than its fair value, then the fair value is allocated to the reporting unit’s assets and liabilities (including any unrecognized intangible assets) as if the fair value was the purchase price to acquire us. The excess of the fair value over the amounts assigned to our assets and liabilities is the implied fair value of the goodwill. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

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Goodwill of $0.8 million as of December 31, 2010 relates to our acquisition of Filtrbox, which occurred in January 2010. Goodwill of $17.3 million as of September 30, 2011 also includes goodwill related to our acquisition of OffiSync in May 2011. Our impairment test performed in the fourth quarter of 2010 did not indicate any impairment of goodwill.

Deferred Tax Asset Valuation Allowance

We record deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is estimated to become more likely than not that a portion of the deferred tax assets will not be realized. Accordingly, we currently maintain a full valuation allowance against our net deferred tax assets. The valuation allowance totaled $10.8 million and $22.8 million, respectively, as of December 31, 2009 and 2010 and $40.0 million at September 30, 2011.

Uncertainty in Income Taxes

We recognize the effect of income tax positions only if those positions are “more likely than not” of being sustained. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense within our consolidated financial statements. At September 30, 2011, we had total unrecognized tax benefits of $0.5 million. All unrecognized tax benefits would have an impact on the effective tax rate if recognized. The interest and penalties accrued on unrecognized tax benefits were insignificant.

Stock-Based Compensation

We measure and recognize compensation expense for all share-based payment awards granted to our employees and directors, including stock options and restricted stock, based on the estimated fair value of the award on the grant date. We use the Black-Scholes-Merton valuation model to estimate the fair value of stock option awards. The fair value is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

The determination of the grant date fair value of options using an option-pricing model is affected by our estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. In addition to the fair value of our common stock, these variables include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends, which are estimated as follows:

• Fair value of our common stock. Because our stock is not publicly traded, we must estimate the fair value of common stock, as discussed in “Common Stock Valuations” below.

• Expected term. The expected term was estimated using the simplified method allowed under the Securities and Exchange Commission, or SEC, guidance.

• Volatility. As we do not have a trading history for our common stock, the expected stock price volatility for our common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers were self-designated and consist of an average of ten public companies in the technology, and more specifically software, industry who grant options with substantially similar terms. We did not rely on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

• Risk-free rate. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

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• Dividend yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes-Merton model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously.

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	Year Ended December 31,									Nine  Months Ended September 30, 2011
	2008			2009			2010
Expected term (in years)		5.7 – 10.0			5.1 – 10.0			4.6 – 10.0			4.6 – 10.0
Volatility		53% – 69	%		53% –69	%		54% – 69	%		54% – 68	%
Risk-free interest rate		2.13% – 4.38	%		1.94% – 4.39	%		1.43% – 4.39	%		1.22% – 4.39	%
Dividend yield		—			—			—			—

Stock-based compensation totaled $0.4 million, $0.6 million and $3.4 million, respectively, in 2008, 2009 and 2010 and $2.6 million and $7.5 million, respectively, in the nine months ended September 30, 2010 and 2011. At September 30, 2011, we had $16.6 million of unrecognized compensation expense, which will be recognized over the weighted average remaining vesting period of 2.97 years.

Common Stock Valuations

The fair value of the common stock underlying our stock options, on the date of grant, was determined by our board of directors, with input from management. Options grants were intended to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. The valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions we use in the valuation model are based on future expectations combined with management judgment. In the absence of a public trading market, our board of directors with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

• the prices, rights, preferences and privileges of our preferred stock relative to the common stock;

• the prices of our preferred stock sold to outside investors in arms-length transactions;

• our operating and financial performance;

• current business conditions and projections;

• the hiring of key personnel;

• the history of the company and the introduction of new solutions and services;

• our stage of development;

• individual sales of our common stock;

• the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions;

• any adjustment necessary to recognize a lack of marketability for our common stock;

• the value of companies, including the initial valuation received upon filing the initial registration statement, that we consider peers based on a number of factors including, but not limited to, similarity to us with respect to industry, business model, stage of growth and profitability;

• the market performance of comparable publicly traded companies; and

• the United States and global capital market conditions.

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The estimates of the fair value of our common stock were made based on information from valuations on the following valuation dates:

Valuation Date	Effective as of	Fair Value Per Common Share
January 26, 2010	January 7, 2010	$	1.51
May 6, 2010	March 31, 2010		1.75
October 13, 2010	June 30, 2010		2.59
November 4, 2010	September 30, 2010		2.85
February 14, 2011	December 31, 2010		4.32
May 9, 2011	March 31, 2011		7.87
August 3, 2011	June 30, 2011		11.60
September 15, 2011	September 9, 2011		11.70
November 11, 2011	November 4, 2011		9.80

We granted stock options with the following exercise prices between January 1, 2010 and November 29, 2011:

Option Grant Dates	Number of Shares Underlying Options		Exercise Price Per Share		Common Stock Fair Value Per Share at Grant Date
February 10, 2010		572,250	$	1.51	$	1.51
March 11, 2010		954,631		1.51		1.51
May 6, 2010		430,000		1.75		1.75
June 3, 2010		5,378,250		1.75		1.75
August 3, 2010		472,000		2.61		2.59
September 8, 2010		666,000		2.61		2.59
November 5, 2010		561,500		2.85		2.85
December 2, 2010		163,500		2.85		2.85
December 20, 2010		120,000		2.85		2.85
February 2, 2011		663,000		4.32		4.32
February 17, 2011		100,000		4.32		4.32
March 16 2011		164,500		4.32		4.32
March 21, 2011		150,000		4.32		4.32
May 5, 2011		632,500		7.87		7.87
June 7, 2011		253,500		7.87		7.87
August 3, 2011		1,443,000		11.60		11.60
August 16, 2011		17,500		11.60		11.60
September 16, 2011		246,400		11.70		11.70
November 10, 2011		638,500		9.80		9.80

Based upon the assumed initial public offering price of $9.00 per share, the aggregate intrinsic value of options outstanding as of September 30, 2011 was $99.7 million, of which $48.9 million related to vested options and $50.8 million related to unvested options.

In order to determine the fair value of our common stock underlying option grants, we first determined our business enterprise value, or BEV, which is defined as the sum of the fair values of the equity and interest bearing liabilities (total short-term and long-term debt as well as capital leases). Once the BEV was determined, we subtracted interest bearing debt (when applicable) to determine our total equity value and then allocated the equity to each element of our capital structure (preferred stock, common stock, warrants and options). Our equity value was estimated using a combination of two generally accepted approaches: the income approach using the discounted cash flow method, or DCF, and the market-based approach using the comparable company method. The DCF method estimates enterprise value based on the present value of future net cash flows the business is expected to generate over a discretely forecasted period and the present value of cash flows beyond that period, which is referred to as terminal value. The estimated present value is calculated using a discount rate known as the weighted average cost of capital, or WACC, which accounts for the time value of money and the appropriate

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degree of risks inherent in the business. The market-based approach utilizes financial metrics and trading prices to determine trading multiples of a selected peer group of publicly-traded companies. These multiples are then applied to our financial metrics to derive a range of indicated values. Once calculated, the discounted cash flow and comparable company methods are then weighted. In allocating the total equity value between preferred and common stock, preferred stock was assumed to convert at the point where conversion provided an economic benefit to the stockholder or was required per the terms of the applicable agreements. Our indicated BEV at each valuation date was allocated to the shares of preferred stock, common stock, warrants and options, using the combination of an option pricing method, or OPM, and/or a probability weighted expected return method, or PWERM. Estimates of the volatility of our common stock were based on available information on the volatility of common stock of comparable, publicly traded companies.

We believe that the changes in the fair value of our common stock in the periods discussed below were largely driven by increases in revenues and adjustments to the PWERM weighting that affected our valuations. Significant factors considered by our board of directors in determining the fair value of our common stock at these grant dates include:

February and March 2010

In October of 2009, we issued and sold 3,335,817 shares of our Series B preferred stock at $3.68 per share. Additionally, the United States economy and the financial and stock markets continued to improve between December 2009 and March 2010. Furthermore, on January 6, 2010, we acquired Filtrbox, Inc., which added social media monitoring to our portfolio of products. As a result of the acquisition, we increased our long-term forecast. In addition, we performed a contemporaneous valuation of our common stock as of January 6, 2010 which indicated the fair value of our common stock to be $1.51 per share. The income approach was used in determining the equity value of the company. Our BEV reflected a non-marketability discount of 30% based on a liquidity event expected to occur within approximately three years. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $1.51 per share.

May and June 2010

Between March 2010 and June 2010, the United States economy and the financial and stock markets continued to improve. We experienced sequential revenue growth, generating $8.8 million for the quarter ended March 31, 2010 compared to $8.0 million for the quarter ended December 31, 2009. Additionally, in the second quarter of 2010 we released Jive Engage version 4.5, which improved our ability to move existing customers who were on prior versions to the newest release. Given our improved financial and operational performance, we performed a contemporaneous valuation of our common stock as of March 31, 2010, which indicated the fair value of our common stock to be $1.75 per share. The income approach was used in determining the equity value of the company. Our BEV reflected a non-marketability discount of 30% based on a liquidity event expected to occur within approximately three years. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $1.75 per share.

August and September 2010

In July 2010, we issued 5,787,930 shares of our Series C preferred stock at $5.18 per share and warrants exercisable for 3,858,620 shares of our Series C preferred stock with an exercise price of $10.37 per share. Additionally, between June 2010 and September 2010, after a brief decline in July 2010 and August 2010, the United States economy and the financial and stock markets continued to improve. We experienced sequential revenue growth, generating $10.5 million for the quarter ended June 30, 2010 compared to $8.8 million for the quarter ended March 31, 2010. Based on the strength we were seeing in our business, we continued to accelerate our investment in anticipation of future growth, primarily in expanding the size of our field sales, professional services and research and development organizations. In light of our improved financial performance, we performed a contemporaneous valuation of our common stock as of June 30, 2010, which indicated the fair value

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of our common stock to be $2.61 per share. Our BEV reflected a non-marketability discount of 25% based on a liquidity event expected to occur within approximately 24 months. We also adjusted our weighting in determining our equity value from a 100% weighting of the income approach to an 80% weighting of the income approach and a 20% weighting of the market-based approach based on future revenue multiples. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $2.61 per share.

November and December 2010

Between September 2010 and December 2010, the United States economy and the financial and stock markets continued to improve. We experienced sequential revenue growth, generating $12.3 million for the quarter ended September 30, 2010 compared to $10.5 million for the quarter ended June 30, 2010. In light of our recent performance, we performed a contemporaneous valuation of our common stock as of September 30, 2010, which indicated the fair value of our common stock to be $2.85 per share. Due to our growth and the unique characteristics of the marketplace for companies similar to ours, the value of our common stock was determined considering multiple and more complex approaches to determine the overall value of the company. The analysis considered multiple potential liquidation events with potential liquidation horizons ranging between one and two years. An unknown liquidity scenario was considered, and incorporated both an income approach and a market-based approach; several IPO scenarios were considered based on a combination of an income approach, a market-based approach, and a valuation based on future revenue multiples (market-based); and a recent prior transaction of equity interests in the company was considered. In determining our equity value the income approach was adjusted to a 67% weighting and the market approach weighting was adjusted to a 33% weighting. This analysis was used for both the unknown liquidity event scenario and an IPO scenario. The other IPO scenario was based on future revenue multiples considering market expectations for our company. We also adjusted our weighting in the PWERM analysis to a 70% weighting for the various IPO scenarios (60% on an IPO based on current equity value analysis and 10% based on the future revenue multiples analysis), 20% for the unknown liquidity event scenario, and 10% for the prior transaction analysis. The analysis also considered non-marketability discounts ranging from 17.7% to 23.6%, based on the expected liquidity outcomes and time to those expected outcomes. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $2.85 per share.

February and March 2011

Between December 2010 and March 2011, the United States economy and the financial and stock markets continued to improve. We achieved year over year revenue growth of 54%. Billings of $25.8 million in the fourth quarter of 2010 represented an increase of 34% over the quarter ended September 30, 2010. Additionally, the IPO market began to accelerate, especially within the software and social software industry, and as a result our board of directors became more optimistic that we could consider an IPO in the nearer term. In light of our recent performance and other factors discussed, we performed a contemporaneous valuation of our common stock as of December 31, 2010, which indicated the fair value of our common stock to be $4.32 per share. Our BEV reflected a non-marketability discount of 15% based on a liquidity event expected to occur within approximately 10 months. In determining the equity value of the company, the income approach was adjusted to a 50% weighting and the market approach weighting was adjusted to a 50% weighting. We also adjusted our weighting in the PWERM from a 70% weighting of the IPO scenario, a 20% weighting of an unknown liquidity event, and a 10% weighting based on prior transaction analysis to a 75% weighting of the IPO scenario (due to the increased number of secondary transactions in our common stock), 15% prior transaction analysis weighting, and a 10% unknown liquidity event weighting. The IPO scenario is a combination of an enterprise value scenario and a valuation based on future revenue multiples, weighted based on current estimates. Based on this valuation and the factors described above, our board of directors granted stock options with an exercise price of $4.32 per share.

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May 2011

In May 2011, the United States economy and the financial and stock markets continued to improve. We experienced sequential revenue growth, generating $16.1 million of revenue for the quarter ended March 31, 2011 compared to $14.7 million for the quarter ended December 31, 2010. In April 2011, 96,375 shares of common stock were sold at $10.00 per share in a secondary transaction. Additionally, we were in the late stages of negotiations to acquire OffiSync. In light of our recent performance and these events, we performed a contemporaneous valuation of our common stock as of March 31, 2011, which indicated the fair value of our common stock to be $7.87 per share. Our BEV reflected a non-marketability discount of 14.1% based on an assumed time to a liquidity event to occur within approximately nine months. In determining the equity value of the company, the income approach was adjusted to a 50% weighting and the market approach weighting was adjusted to a 50% weighting. As a result of the second market transactions described above we adjusted our PWERM weighting as follows, 65% IPO scenario, 30% prior transaction analysis and 5% unknown liquidity event. Based on this valuation and the factors described above, our board of directors granted stock options with an exercise price of $7.87 per share.

August 2011

We experienced continued sequential revenue growth, generating $17.9 million of revenue for the quarter ended June 30, 2011 compared to $16.1 million in the quarter ended March 31, 2011, which represents 11% growth quarter over quarter. We also achieved billings growth of 29% in the quarter ended June 30, 2011 compared to the quarter ended March 31, 2011. In July 2011, Jive 5.0 was released to the market. Additionally, the market for initial public offerings for software companies was continuing to accelerate. In June 2011, 176,000 shares of our common stock were purchased at $11.00 per share and 25,000 shares of our common stock were purchased for $12.50 per share in secondary transactions. In light of our recent performance, prevailing market conditions, and sales of our stock on the secondary market, we performed a contemporaneous valuation of our common stock on June 30, 2011, which indicated the fair value of our common stock to be $11.60 per share. Our BEV reflected a non-marketability discount of 10.0% based on an assumed time to liquidity event to occur in approximately six months. In determining the equity value of the company, the income approach was adjusted to a 33% weighting and the market approach weighting was adjusted to a 67% weighting. As a result of the secondary market transactions described above, we added more weighting to these market transactions and as a result, we adjusted our PWERM weighting as follows; 60% IPO scenario, 35% prior transaction analysis and 5% unknown liquidity event. As we believed we were getting closer to a potential liquidity event, we have transitioned our weightings to rely more heavily on market indicators as opposed to income approach metrics. Market indicators include both secondary market transactions and estimates of future revenue multiples. Based on this valuation and the factors described above, our board of directors granted stock options with an exercise price of $11.60 per share.

September 2011

In late August 2011, we filed a registration statement for a potential initial public offering. In August and September 2011, the United States and European economies and the financial and stock markets fluctuated and declined. In light of our registration statement filing and prevailing marketing conditions, we performed a contemporaneous valuation of our common stock on September 9, 2011, which indicated a fair value of our common stock of $11.70 per share. Due to the uncertainty and volatility experienced in the financial markets during the period leading up to the valuation date, our BEV reflected a non-marketability discount that remained at 10.0% based on the assumption of the current time to a liquidity event to occur in approximately six months. In determining the equity value of our company, the income and market approach weightings were kept constant at 33% and 67%, respectively. We adjusted our PWERM to a 65% IPO scenario, 30% prior transaction analysis and 5% unknown liquidity event. Although we placed a higher weighting on the IPO scenario, the market indicators factored into the market approach were adjusted to reflect the current volatility experienced in the

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market. Based on this valuation and the factors described above, our board of directors granted stock options with an exercise price of $11.70 per share.

November 2011

In late October 2011, our underwriters provided an initial estimated range for the offering, as disclosed within this prospectus. In light of initial estimated range for the offering, we performed a contemporaneous valuation of our common stock on November 4, 2011, which indicated a fair value of our common stock of $9.80 per share. Due to the uncertainty and volatility experienced in the financial markets during the period leading up to the valuation date, our BEV reflected a non-marketability discount of 9.9% based on the assumption of the current time to a liquidity event to occur in approximately two and one-half months. In determining the equity value of our company, the income and market approach weightings were kept constant at 33% and 67%, respectively. Our PWERM remained at 65% IPO scenario, 30% prior transaction analysis and 5% unknown liquidity event. The market indicators factored into the market approach were adjusted to reflect the assumed initial public offering price, as disclosed within this prospectus, and the current volatility experienced in the market. Based on this valuation and the factors described above, our board of directors granted stock options with an exercise price of $9.80 per share.

Nonemployee Stock-Based Compensation

We account for stock options issued to nonemployees based on the estimated fair value of the awards using the Black-Scholes-Merton option pricing model. The measurement of stock-based compensation is subject to quarterly adjustments as the underlying equity instruments vest and the resulting change in fair value is recognized in our consolidated statement of operations during the period the related services are rendered.

Qualitative and Quantitative Disclosures about Market Risk

We are exposed to financial market risks, primarily changes in interest rates and currency exchange rates.

Interest Rate Risk

Our exposure to market risk for changes in interest rates primarily relates to our investments, our revolving credit facility and our variable-rate, long-term debt.

The primary objective of our investment activities is to preserve principal while maximizing yields without significantly increasing risk. This objective is accomplished by making diversified investments, consisting only of investment grade securities.

Our revolving credit facility and senior term loan bear interest at a variable rate tied to the prime rate. Based on amounts outstanding at September 30, 2011, a 10% increase in the prime rate would not materially increase our interest expense.

Inflation

We do not believe that inflation had a material effect on our business, financial condition or results of operations in the last three fiscal years or in the nine months ended September 30, 2011. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Recent Accounting Guidance

In June 2011, the Financial Accounting Standards Board, or FASB, issued an accounting pronouncement that provides new guidance on the presentation of comprehensive income (FASB Accounting Standards

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Classification, or ASC, Topic 220) in financial statements. Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements. Under the single-statement approach, entities must include the components of net income, a total for net income, the components of other comprehensive income and a total for comprehensive income. Under the two-statement approach, entities must report an income statement and, immediately following, a statement of other comprehensive income. Under either method, entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The adoption of ASU 2011-05 will not impact our operating results or financial position.

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BUSINESS

Our Mission

Jive’s mission is to change the way that work gets done. We believe that our social business software unleashes creativity, drives innovation and improves productivity by increasing engagement within the enterprise, as well as with customers and partners. We believe that just as consumer social technologies are changing the way we live, social business software is transforming the way we work.

Overview

We provide a social business software platform that we believe improves business results by enabling a more productive and effective workforce through enhanced communications and collaboration both inside and outside the enterprise. We believe our platform is intuitive, easy to use, flexible and scalable, and can be provided as a public cloud service or as a private cloud solution. We are focused on unlocking the power of the enterprise social graph — the extended social network of an enterprise, encompassing relationships among its employees, customers and partners, as well as their interactions with people and content. Organizations deploy our platform to improve strategic decision making and employee productivity, enhance revenue opportunities, lower operational costs and increase customer retention.

Our comprehensive Jive Engage Platform enables collaboration across two principal communities: employees within the enterprise and customers and partners outside the enterprise. Internally, the Jive Engage Platform is used as a communications tool and collaborative workspace that supports and enhances knowledge sharing, facilitates communication within and across organizational boundaries, and enables individuals to work together to achieve common business goals. Externally, customers and partners of the enterprise use our platform to connect socially with one another, as well as with the enterprise, in a structured online community that allows users to ask questions, post answers and communicate about a product or particular issue. Our solution also taps into the social web by integrating relevant content and connections across the social networking landscape, enabling enterprises to improve their interactions with customers, leverage feedback to deliver improved products and services, and respond more quickly to market opportunities.

Our social business software platform has been successfully deployed in complex environments with tens of thousands of employees internally and millions of users externally. We provide our platform both as a public cloud service and as a private cloud solution that integrates with application services from the public cloud. A public cloud offers services to anyone on the Internet hosted from an off-site third-party provider. A private cloud is a proprietary network or a data center that supplies hosted services solely to a single organization. Our deployment model enables access through web browsers, desktop applications and mobile devices. Our platform integrates with and leverages legacy, on-premise and hosted enterprise systems such as email, content management, customer relationship management, marketing automation, product development, eCommerce, instant messaging and other related applications. We also recently introduced the Jive Apps Market, which enables customers and third parties to develop applications that leverage our platform and utilize the enterprise social graph.

Our social business software has been recognized as a leading platform by industry analysts. Gartner has recognized us as a market leader in three distinct reports: the “Magic Quadrant for Social Software for the Workspace,” the “Magic Quadrant for Externally Facing Social Software” and the “Magic Quadrant for Social Customer Relationship Management.”* Forrester lists us as a leader in two reports: “The Forrester Wave^™: Enterprise Social Platforms, Q3 2011” and “The Forrester Wave^™: Community Platforms, Q4 2010.”*

We sell our platform primarily through a direct sales force both domestically and internationally. As of September 30, 2011, we had 657 enterprise Jive Engage Platform customers with over 17 million users within these customers and their communities. Some of our top 10 customers by annual contract value for the year ended December 31, 2010 and nine months ended September 30, 2011 include Hewlett-Packard Company, SAP AG, T-Mobile and UBS AG.

* See “Industry and Market Data.”

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Our annual subscription license and ratable revenue recognition model provides financial visibility through renewable revenues and cash flows. In addition, our model provides for long-term operating leverage as customer acquisition costs and other costs are lower for renewal customers. For the years ended December 31, 2008, 2009 and 2010, and for the nine months ended September 30, 2011, our total revenues were $16.9 million, $30.0 million, $46.3 million and $54.8 million, respectively. For the years ended December 31, 2008, 2009 and 2010, and for the nine months ended September 30, 2011, our billings, a non-GAAP measure, were $23.3 million, $36.1 million, $71.8 million and $68.9 million, respectively. We recorded net losses of $11.3 million, $4.8 million, $27.6 million and $38.1 million for the years ended December 31, 2008, 2009 and 2010 and for the nine months ended September 30, 2011, respectively. For a discussion of the limitations associated with using billings rather than total revenues and a reconciliation to total revenues, see “Selected Consolidated Financial Data—Non-GAAP Financial Measure: Billings.”

Industry

Impact of Social Networking in the Workplace

We believe the rise of social networking applications, such as Facebook, LinkedIn and Twitter, is creating demand for enhanced communication and collaboration capabilities in the workplace. Since its founding in 2004, Facebook has disclosed more than 800 million active users. LinkedIn, the largest professional network, has disclosed over 120 million members. These social networking websites and related tools not only enable individuals to easily communicate and share their opinions and recommendations, but also amplify the voices of marketplace participants and thus have profound implications for how consumers purchase goods and services. Individuals are becoming accustomed to connecting with others via an activity stream, through “friend” and “follow” relationships, and through links and “likes.” Further, social networking applications are increasingly mobile. For example, Facebook reports that over 250 million users access its services via mobile devices. As a result, individuals are more connected in their personal lives today than ever before, and information and digital content is created and shared rapidly and often virally via social networking websites, blogs and forums.

The Need for a New Way to Business

Despite the consumer social technology revolution, we believe little has changed in the enterprise. Over the past several decades, enterprises have invested heavily in legacy software applications to facilitate and manage internal and external communications, share documents, and collaborate within and among teams. However, we believe many of the applications deployed within enterprises today are based on business processes and software architectures that were originally designed in the 1980s and 1990s and thus are limited in their ability to leverage modern, Internet-based technologies and standards. Further, we believe unlike consumer social networking applications, which are organized around people, most enterprise applications are architected around data to automate business processes, increase transactional efficiency, keep records, comply with regulations and process information. Many existing software applications within an enterprise are deployed in a dedicated functional area or to automate a single business process, with myriad point solutions for individual business functions and departments. Further, we believe many legacy enterprise applications designed to manage relationships external to an enterprise simply present static information and pre-defined content, rather than enable the real-time, interactive engagement demanded by customers. As a result of these data-centric architectures and legacy deployment models, we believe enterprises and their employees, customers and partners struggle to effectively discover information and share knowledge both within the enterprise and across enterprise boundaries.

Adoption of Social Business Software

Social business software has the potential to significantly improve how enterprises collaborate and share information with employees, customers and partners through unlocking the power of the enterprise social graph. We believe the deployment of social business software is increasingly becoming a mission critical initiative for business and IT executives. McKinsey Global Institute analyzed the business benefits of social business software

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in a study on enterprise social software and described the findings in a recent article entitled The rise of the networked enterprise: Web 2.0 finds its payday:

“A new class of company is emerging—one that uses collaborative Web 2.0 technologies intensively to connect the internal efforts of employees and to extend the organization’s reach to customers, partners, and suppliers. Results from our analysis of proprietary survey data show that the Web 2.0 use of these companies is significantly improving their reported performance. In fact, our data show that fully networked enterprises are not only more likely to be market leaders or to be gaining market share but also use management practices that lead to margins higher than those of companies using the Web in more limited ways.”

We believe these findings underscore the velocity at which social business is increasingly becoming a mission critical initiative for enterprises and is fundamentally changing the way people work.

We believe that the addressable market for social business software encompasses the overall market for collaborative applications, which IDC estimates will be $10.3 billion by 2013.* Additionally, we believe social business software has begun to displace the functionality of, and derive budget historically set aside for, adjacent application areas, including content management, customer relationship management, marketing automation and enterprise portals.

Requirements for Social Business Platforms

We believe that social business platforms need to incorporate the following key elements:

• Uniform platform for the enterprise. Address the entire business, not one specific function or department.

• Internal and external communication. Enhance communication both inside and outside the enterprise and connect employees with customers and partners; engage customers in public communities and the social web.

• Right content, right place. Improve relevance of information delivered to each user and make content and people easily discoverable and accessible.

• Scalable and secure. Scale to meet the needs of the largest enterprises, while meeting increasingly complex security, compliance and regulatory requirements.

• Seamless integration. Leverage information from legacy enterprise applications such as email and other content management and collaboration applications.

• Standards-based application framework. Enable the development of applications by enterprises and third-party developers to extend and integrate with the functionality of the social business software platform.

• Configurable and versatile. Simplify custom configuration for each individual business and offer a variety of features and functions via a unified platform.

• Deployable in public or private cloud. Leverage the functional and cost advantages of being delivered as a hosted service or in a private cloud deployment model.

Our Solution

We deliver a social business software platform that features the innovation, creativity and ease of use found in consumer applications combined with the security, flexibility and scalability necessary for enterprise deployment.

* See “Industry and Market Data.”

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Key Elements

• Unified social software platform for the enterprise. We offer an enterprise-class social software platform, purpose-built to enable our customers to manage workplace communication and collaboration. Our solution can be deployed across all employees, functional departments and business units.

• Communities for employees, customers and partners. Our solution enables our customers to operate both internal and external communities by offering a platform that allows communication and collaboration between and among employees, customers and partners.

• Discovery of relevant information and experts. Our platform includes a proprietary recommendation engine that helps users connect to and easily locate relevant information and experts on an enterprise-wide basis across departmental and geographic boundaries, as well as across externally-facing customer and partner communities.

• Scalable and secure. Our platform is capable of supporting large deployments, including those with complex environments with tens of thousands of employees internally and millions of users externally. We provide tools to help our customers manage the critical elements of application security, including authentication, authorization and regulatory compliance.

• Integration with existing enterprise applications. Our platform integrates with legacy IT infrastructure and a broad range of existing enterprise applications — including email, content management, customer relationship management, marketing automation, product development, eCommerce and instant messaging — and enables access from mobile devices, browsers, desktop applications, collaboration applications and consumer social platforms.

• Enterprise applications market built on open standards. We enable customers and third parties to develop applications that leverage our platform through our recently introduced Jive Apps Market, built on the industry standard OpenSocial specifications, which allow social graph data to be shared between browser-based applications. Users can easily find, purchase and install applications tailored to meet specific business needs in a variety of industries and business functions, enabling further innovation and functionality on our platform. Developers can leverage the enterprise social graph to make applications more social and broaden their reach.

• Readily deployable and configurable solution. Our platform has been developed to facilitate easy deployment with familiar interfaces. We offer our customers the ability to configure our solutions to deliver the specific functionality and user experience they want for their end-users, and the ability to modify the look and feel of our solutions to conform to their branding or other requirements.

• Public cloud and private cloud delivery. Our customers can use our platform on demand through the public cloud, or via a private cloud. This flexible delivery model allows us to meet a variety of security and cost requirements and better address the needs of each customer, and enables us to target a wider range of potential customers.

Business Benefits

• Improve strategic decision making. Our platform helps our customers to improve and accelerate decision making by increasing the flow of ideas, streamlining and recommending the most relevant content, and delivering a comprehensive set of analytics that provide insight into employee and customer communications.

• Improve employee productivity. Our centralized collaboration platform and proprietary recommendation engine leverages relationships, expertise and areas of interest to efficiently connect employees with one another, simplify the process of finding people and information and substantially reduce duplicate tasks. Employees can also collaborate more effectively through sharing and commenting using our platform and leveraging our integrations with legacy business applications.

• Enhance revenue opportunities. Our platform helps our customers to create and manage external communities, which can increase brand awareness, attract new customers, inspire new product ideas and deliver referrals to sales teams. Internal communities can also make our customers’ sales

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representatives more efficient by quickly connecting them with relevant information and expertise within the enterprise.

• Lower operational costs. Our platform helps our customers reduce operating costs via communication efficiencies and improved knowledge management. Externally, our solution enables our customers to provide more effective and efficient support communities while significantly reducing customer support infrastructure expenses, including call centers. Internally, our solution can reduce information discovery time for end-users, reducing ramp time for new hires and increasing employee efficiency.

• Increase customer retention. We enable enterprises to strengthen connections to their customers. Our platform enables enterprises to increase customer satisfaction and retention by establishing communities to support their end-users and enable their end-users to interact with each other. This support and interaction allows our customers to more quickly and effectively process end-user queries and feedback.

Our Strategy

We intend to extend our industry leadership in social business software. The principal elements of our strategy include:

• Grow our customer base. In order to grow our customer base, we are investing heavily in our direct sales efforts. In particular, we intend to significantly invest in our sales organization in the United States, Europe and South America. We also intend to expand into Asia. Additionally, we plan to grow our indirect distribution efforts by increasing our network of channel partners.

• Expand business with existing customers. We have successfully migrated, and intend to continue migrating, customers from a single external community or departmental deployment to broader implementations over time, including the upsell of additional users, page views, modules and additional communities. We will continue to focus on generating positive user experiences and tangible business results that we believe will drive incremental demand for our solutions.

• Innovate and extend our technology and product leadership. We intend to expand our current platform and extend our product leadership by developing and acquiring innovative technologies and products, and leveraging the innovation of our partners in the Jive Apps Market. For example, we recently introduced an update to our platform with the release of Jive 5.0, which includes new features such as Jive What Matters, a recommendations engine, and enhanced integration with Microsoft Office and Microsoft Outlook, enabling a more comprehensive social experience.

• Develop the Jive ecosystem. We intend to continue to develop the Jive ecosystem by enabling customers and other third parties to create applications that integrate with our platform. We further intend to increase the number of our Jive Alliance Partners that provide strategic advisory, business transformation and customization services for our solutions.

Case Studies

In December 2010, we commissioned a survey of more than 350 of our Jive Engage Platform customers. Respondents reported that on average the use of social business software resulted in the following benefits:

• 27% reduction in email sent;

• 26% increase in website sales and 27% increase in new customer sales;

• 31% increase in customer retention and 33% increase in customer satisfaction;

• 28% decrease in customer support calls and 27% decrease in duplicated tasks;

• 42% increase in customer communication and 34% increase in the amount of product feedback and ideas; and

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• 34% decrease in time to find information and expertise and 25% reduction in new hire onboarding time.

The following are examples of how individual customers have benefited from our platform.

Global Restaurant Company — Corporate Communications

Problem: A multi-billion dollar, global restaurant company struggled to manage timely and uniform communication of corporate brand and guidelines across the enterprise. With employees spread across the globe, it was difficult to communicate ideas and best practices across regions and divisions, resulting in costly delays in the update of restaurant menus, among other challenges. Traditional communication solutions produced limited results, as employees were unable to sufficiently engage with corporate headquarters.

Solution and benefits: The company deployed the Jive Engage Platform to create a public cloud-based social network through which employees could closely collaborate. The customer reported the following benefits:

• streamlined internal communications with reduction in the time spent on emails, meetings and travel;

• enabled employees to discuss ideas, document best practices and connect users with other employees with relevant experiences; and

• reduced time to market for new products and product updates.

Wireless Communications Company — Customer Support

Problem: A large wireless communications company with millions of customers, multiple call centers and thousands of retail locations was unable to keep up with its growing customer support needs amid a rapidly expanding product line-up. The company had used multiple knowledge management and customer support systems, which had reached their limits of flexibility. As a result, the company was faced with increasing customer support costs and a growing number of unresolved customer inquiries.

Solution and benefits: The company deployed the Jive Engage Platform to consolidate numerous legacy collaboration applications into two Jive communities—an employee-facing knowledge base and a customer-facing support community. Internally, the company wanted to leverage its broad customer support base to provide the benefits of real time information sharing and problem solving. Externally, the company wanted to provide a community that allowed users to answer questions and help others with similar issues. The customer reported the following benefits:

• delivered faster response times to customer issues and higher customer satisfaction;

• reduced operational costs across the support organization; and

• improved the support teams’ capabilities with access to real-time information.

Enterprise Software Company — Sales Enablement

Problem: A global market leader in enterprise application software found that its sales representatives spent over 80% of their working time outside the office. As a result, its sales force was unable to adequately respond to sales leads from within the organization and was looking for a real-time, mobile solution to access information and expertise at the office.

Solution and benefits: The company deployed the Jive Engage Platform to create an internal social network that allowed the company’s sales force to post and answer questions, access sales tools provided by marketing and other functional groups within the enterprise, and collaborate with anyone within the company on sales leads. Additionally, they implemented an external social network that allowed the company’s sales support team and other staff to communicate and collaborate with prospects and customers. The customer reported the following benefits:

• increased number of sales engagements across the organization;

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• reduced time needed to develop and release new products; and

• expanded efforts of partners resulting in an increase in sales.

Technology Solutions Provider — Social Collaboration

Problem: A global leader of technology-enabled business solutions was faced with increased challenges in managing training, integration and retention of employees and knowledge across geographies, time zones and organizational silos.

Solution and benefits: The company deployed the Jive Engage Platform to increase collaboration and connectivity among its employees. The result was an enterprise-wide, internal social network that allowed employees to find and connect with other employees, post and answer questions and collaborate on customer projects. The customer reported the following benefits:

• improved collaboration among employees worldwide;

• significantly shortened customer proposal cycle times; and

• reduced time and costs associated with new customer acquisition.

Large Manufacturer — Social Marketing

Problem: A large manufacturer and supplier of measurement and automation solutions struggled to communicate with and engage its large and diverse customer base of several thousand companies worldwide. Traditional marketing tools, such as direct mail, were proving ineffective.

Solution and benefits: The company deployed the Jive Engage Platform to enable its customers to engage with its employees, other customers and prospects. Additionally, an internal social network enabled broad collaboration and knowledge sharing across customer-facing employees. An integrated social media monitoring and engagement solution also was implemented that allowed the company to monitor discussions about its products across the social web, and to engage with product advocates, potential customers and industry thought-leaders. The customer reported the following benefits:

• increased overall brand awareness;

• strengthened customer loyalty; and

• revived enthusiasm among the user base with a measurable, positive impact on sales.

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Our Platform

Our flagship product, the Jive Engage Platform, offers industry-leading social business capabilities that enable employee, customer and partner engagement on a unified platform. The core platform can be expanded by adding optional modules, including Analytics, Ideation, Mobile, Video, and Jive Connects, which connect the Jive Engage Platform to existing enterprise systems. Our platform can also be extended to include cloud and customer-built applications through the Jive Apps Market and connections to the social Web through Jive Social Media Engagement. All of this activity and content is aggregated and presented to users via the Jive What Matters layer. The diagram below depicts this ecosystem graphically, and a more detailed explanation of each major feature follows the diagram.

The Jive Engage Platform

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The Jive Engage Platform serves two types of communities:

• Employees. Our platform connects users across the enterprise and its functional departments, leveraging social intelligence, such as business relationships, expertise and areas of interest, to proactively provide relevant documents, discussions and other content to users.

• Customers and partners. Our platform enables our customers to build and manage external communities to build their brand, increase interaction and feedback, and reduce their support costs through enhanced online communication with their own customers and business partners.

Core Platform Capabilities and Features

Our social business software platform includes the following capabilities and features:

• Social networking capability. The Jive Engage Platform enables rich social profiles, visual enterprise directories, connections and expertise identification. Users can easily find, follow and access both people and data through structured spaces, including public and private social groups and projects. This provides users with up to the minute access to relevant and critical information.

• Comprehensive communication environment. Our platform enables blogging, microblogging, discussions, Q&A and direct messaging and aggregates these familiar methods of social communications into the Jive What Matters interface to allow users to find relevant information quickly and easily.

• Engaging social features. Our platform provides a streamlined and intuitive user interface and enables commenting, sharing Web bookmarks, “liking,” reviews and rating capabilities designed to capture the attention of a user and drive interaction and adoption.

• Reputation and recognition. Our platform provides a variety of mechanisms for users to be recognized for their contributions to the community and to proactively build their reputations, including community status leaderboards, user achievement badges, and trending people and content.

• Content and collaboration. Our platform includes wikis, document sharing, an easy-to-use rich text editor, and full-fidelity rendering of Microsoft Office documents and PDFs with inline commenting, allowing users to collaborate real-time. Our platform enhances collaboration by allowing users to control access to content at the individual, group or document level.

• Search. Our platform includes advanced search capabilities to locate relevant people, content and groups using information captured in the enterprise social graph, such as users’ unique skills or profile information.

• Community bridging. Our innovative bridging capability enables an enterprise to expand its operating ecosystem, bringing discussions and questions in external communities back into the enterprise. With one click, an internal user can post a response back to an external discussion.

• Security. Our platform allows customers to control access to specific content and groups. In addition, it is designed to take advantage of and integrate with existing security and authentication systems.

• Connections to legacy systems. Our platform can integrate with legacy systems such as customer relationship management, enterprise resource planning, software configuration management, or product lifecycle management systems, via our application programming interfaces, or APIs.

Jive What Matters

Jive What Matters is an innovative user interface that makes it easy to track, consume, manage and filter critical business information, communications and actions. A key component of Jive What Matters is a highly tuned enterprise activity stream that enables users to rapidly access, discover and interact with conversations,

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content and decisions. Our noise filtering capability addresses the challenges of information overload, helping users focus on mission critical, timely information. Additionally, Jive What Matters draws on real-time intelligence derived from the enterprise social graph to predict and recommend content, people and groups to users, based upon employee roles, positions and previous communications.

Jive Apps Market

The Jive Apps Market provides a secure market of business applications that are integrated to and accessed from within the Jive Engage Platform. Built on the industry standards established by the OpenSocial Foundation, the Jive Apps Market enables customers and third parties to develop applications that provide access to existing enterprise applications and provides a secure way of deploying popular cloud-based applications. Developers can leverage the enterprise social graph to make applications more social and to broaden their reach. These applications can be easily found, purchased and installed by end-users, and allow our platform to be further extended and tailored to meet specific business needs in a variety of industries and business functions.

Platform Modules

Jive offers additional functionality in modules built to integrate with the Jive Engage Platform.

Jive Connects. Jive Connects provides prebuilt integration with common content management applications, communication systems and systems of record, including the following:

• Microsoft Outlook. Enables users to interact with our platform from the familiar interface of Microsoft Outlook. Users can see activity streams and social profiles, comment on documents and blog posts, and create status updates and discussions, from within Microsoft Outlook. Users can also turn email threads into discussions and post email attachments directly to our platform. Users can use the search feature to include people, emails, appointments, and attachments from Microsoft Outlook, as well as documents and discussions from the Jive Engage Platform.

• Microsoft Office. Users can collaborate on Microsoft Office documents, including co-authoring across different Microsoft Office versions, publishing content directly to our platform and participating in document discussions from directly within Microsoft Word, PowerPoint or Excel.

• Content management systems. Content management systems, such as Microsoft SharePoint, can be integrated into our platform so that content can be shared across our platform and these systems. Users can search our platform and content management systems simultaneously and can access our social capabilities from within these systems.

• Enterprise IM. Enterprise instant messaging systems, such as IBM Sametime, can be integrated into our platform.

Jive Social Media Engagement. Our Jive Social Media Engagement module allows employees including marketers, product designers, and sales and customer service representatives, to listen to, engage in and analyze conversations on the social web relevant to their company, such as conversations relating to product lines, industry, sales accounts or competition. Our platform captures and analyzes real-time content from Twitter, Facebook and thousands of blog and news sources to provide a comprehensive view of real-time discussions. As information is captured, our platform assesses the influence of the author as well as the sentiment of the information. With Jive Social Media Engagement users can engage on Facebook and Twitter from within the Jive Engage Platform to manage their brand, increase awareness, provide support, build relationships with influencers and identify sales opportunities.

Analytics. In addition to the standard reporting included in the Jive Engage Platform, the Analytics module provides detailed reporting on the rich information captured by our platform, including key indicators covering adoption, participation and usage trends.

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Ideation. Our Ideation module involves employees, customers and partners in the process of capturing, refining and prioritizing innovative ideas. Once an idea is submitted, users can vote it up or down, and discuss ways to improve the idea. Those managing the ideation process can categorize ideas to keep participants up-to-date of progress.

Mobile. Our Mobile module enables users in both internal and external communities to access our platform from mobile devices. Users can search for people and content, participate in discussions and post status updates remotely. Because Jive Mobile is built on mobile standards such as HTML5, it is accessible on any Internet connected mobile device, including on mobile platforms such as Apple iOS, Google Android and Blackberry OS. The mobile interface can also be themed to reflect a company’s brand, ensuring a consistent brand experience.

Video. The Jive Engage Platform includes the ability to embed videos in different content types and to create a secure video storage, management and streaming service as part of an internal or external community.

Professional Services and Customer Support

Our professional services team provides a range of offerings including strategy consulting, project management, technical expertise, and education and training. Our team leads the design, implementation and launch of a Jive community and seeks to ensure that our solution meets the design and implementation parameters established by our customers. We also provide post-launch support and on-going assistance to encourage and facilitate adoption within the enterprise.

Our global customer support organization provides both proactive and customer-initiated support. Assistance is available by email, telephone and self service through our online Jive Community built on our social business platform. Customers can track the status and relevant information relating to their queries in real-time and have access to a wide range of information sharing utilities that facilitate access to both internal and external community feedback.

Our support team is staffed with experienced software support specialists and engineers and have experience with the software systems with which our products integrate. We engage in regular training and certification processes, as new products and technologies are introduced.

Our basic deployment includes standard support. Our customers may contract for premium support, which provides for higher required service levels for response and resolution time as well as additional support services.

Technology and Operations

The Jive Engage Platform was built to deliver an intuitive end-user experience, to limit the need for product training, and to encourage high levels of end-user adoption and engagement in a secure enterprise environment. Our solutions combine proprietary technology we have created with technology developed in the open source community. Our use of open source technology allows us to both increase the speed at which we develop and enhance our solutions as well as reduce the overall cost of providing our social business software platform.

The core application of the Jive Engage Platform is written in Java and is optimized for usability, performance and overall user experience. It is designed to be deployed in the production environments of our customers, runs on top of the Linux operating system and supports multiple databases, including Microsoft SQL Server, MySQL, Oracle and PostgreSQL. The core application is augmented by externally hosted web-based services such as a recommendation service and an analytics service. We have made investments in consolidating these services on a Hadoop-based platform. The Jive Engage Platform integrates with existing enterprise systems and can be extended with new functionality through the utilization of a broad set of APIs. These APIs enable Jive Connects and the Jive Apps Market, and facilitate the building of custom integrations to our platform.

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Our social business software platform is provided through the public cloud or on-premise in a private cloud and leverages the same core code base regardless of how it is deployed. In both our public cloud and private cloud deployments, our customers can customize our platform to meet their enterprise requirements for branding and security, through customer-specifc domain names, SSL encryption and other mechanisms.

We host our public cloud platform for hundreds of our customers and millions of end-users. We work with SunGard to deliver our social business software platform on an enterprise class hardware platform that provides performance, flexibility and a high level of security. We currently utilize three SunGard facilities located in Aurora, Colorado, Mississauga, Ontario and London, U.K. Each facility offers multiple network providers, as well as services to help ensure reliability, redundancy and performance. In addition to our SunGard relationship, we maintain and operate an additional facility in Chicago, Illinois for offsite backup storage.

We recently began to transition our operating environment to a co-located facility managed by our internal network operations team. We believe this transition will enable us to continue to increase the quality of services as well as improve our cost of delivery. In connection with this migration, we have also developed technology that enables us to automate the process of deploying and upgrading customer environments. We continue to make significant investments in our hosting infrastructure to improve efficiency and increase our ability to scale our hosting environment. Our architecture and security team is based in our Palo Alto, California headquarters, and our network operations center and deployment team is based in Portland, Oregon.

Sales and Marketing

We sell our platform primarily through our global direct sales organization. Our direct sales team is comprised of inside sales and field sales personnel who are organized by geographic regions, including the United States, South America and Europe. We intend to expand into Asia. We also work with channel partners, including resellers, leading global outsourcing vendors and system integrators. As of September 30, 2011, we had 115 employees in sales and marketing and we had over 100 Jive Alliance Partners distributing our platform worldwide.

We generate customer leads, accelerate sales opportunities and build brand awareness through our marketing programs. Our marketing programs target company executives, technology professionals and senior business leaders. Our principal marketing programs include:

• use of our website to provide product and company information, as well as learning opportunities for potential customers;

• field marketing events for customers and prospects;

• inside sales professionals who respond to incoming leads to convert them into new sales opportunities;

• participation in, and sponsorship of, user conferences, trade shows and industry events;

• customer programs, including user meetings and our online customer community;

• online marketing activities, including direct email, online web advertising, blogs and webinars;

• public relations and social networking initiatives;

• cooperative marketing efforts with partners, including joint press announcements, joint trade show activities, channel marketing campaigns and joint seminars; and

• sponsorships and participation in marketing programs in the broader Jive ecosystem including Jive Apps Market partners.

In addition, we host our annual JiveWorld global user conference, where current and potential customers participate in a variety of programs designed to help drive business results through the use of our platform. This conference features a variety of prominent keynote and customer speakers, panelists and presentations focused

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on businesses of all sizes, across a wide range of industries. Attendees also gain insight into our recent product releases and enhancements and participate in interactive sessions that give them the opportunity to express opinions on new features and functionality.

Customers

We generally sell our platform and related services through our global sales organization directly to businesses, government agencies and other enterprises. As of September 30, 2011, we had 657 Jive Engage Platform customers in diverse industries, including consulting services, education, financial services, healthcare, life sciences, manufacturing, retail, telecommunications and technology. No individual customer represented more than 5% of our total revenues in the nine months ended September 30, 2011.

The following table sets forth a representative list of our largest customers by industry category:

Financial Services	Healthcare	Retail
E*TRADE Financial Corporation Fidelity Liberty Mutual Scotiabank UBS AG	Allscripts Cerner Kaiser Permanente Mayo Clinic United Health Group	Avon Enterprise Holdings, Inc. Nike Starbucks Yum! Brands
Technology	Telecommunications
Hewlett-Packard Hitachi Data Systems McAfee NetApp SAP AG	Alcatel-Lucent Motorola Solutions Sprint T-Mobile Verizon

Research and Development

Our engineering efforts support product development across all major operating systems, browsers, databases and mobile devices. We work closely with our customers and our user community to continually improve and enhance our platform and develop new products and features. We emphasize collaboration with customers throughout all areas of our organization in the development process. Our Jive Community allows customers to suggest, collaborate on and vote on new features and functionality. This input is utilized in many of our development plans and provides valuable customer insight that we use to establish the priorities of our engineering team. We also incorporate feedback from our employees, all of whom test our platform before each major release. Leveraging the platform architecture of Jive 5.0, we can quickly introduce new features across our entire customer base without the need for customers to install or implement any software.

As of September 30, 2011, we had 126 employees in research and development. Our research and development expenses were $6.3 million in 2008, $8.0 million in 2009, $18.3 million in 2010, and $23.3 million in the nine months ended September 30, 2011.

Competition

The overall market for social business software solutions is rapidly evolving and highly competitive, and subject to changing technology, shifting customer needs and frequent introductions of new products and services. We currently compete with large, well-established multi-solution enterprise software vendors, such as Microsoft and IBM, enterprise software application providers which are adding social features to their existing applications,

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such as salesforce.com, inc., and smaller specialized software vendors. Our primary competition currently comes from established enterprise software companies that have greater name recognition, larger customer bases, much longer operating histories and significantly greater financial, technical, sales, marketing and other resources than we have and are able to provide comprehensive business solutions that are broader in scope than the solution we offer. Additionally, we compete with smaller companies who may adapt better to changing conditions in the market.

We expect that the competitive landscape will change as the market for social business software consolidates and matures.

We believe the principal competitive factors in our market include the following:

• total cost of ownership;

• breadth and depth of product functionality;

• brand awareness and reputation;

• ease of deployment and use of solutions;

• level of customization, configurability, security, scalability and reliability of solutions;

• ability to innovate and respond to customer needs rapidly;

• size of customer base and level of user adoption; and

• ability to integrate with legacy enterprise infrastructures and third-party applications.

We believe that we compete favorably on the basis of these factors. Notwithstanding the fact that some of our competitors offer the basic versions of their products for free or as low-cost additions to other software suites, we have demonstrated that customers are willing to pay for the value that our platform delivers. Our ability to remain competitive will depend, to a great extent, upon our ongoing performance in the areas of product development and customer support.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees, contractors and consultants, and confidentiality agreements with third parties. We also rely on a combination of trade secret, copyright, trademark, trade dress and domain name to protect our intellectual property. We have only recently begun to implement a strategy to seek patent protections for our technology and processes. We pursue the registration of our domain names and trademarks and service marks in the United States and in certain locations outside the United States.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries in which our products and solutions are distributed. Also, protecting our intellectual property rights is costly and time-consuming and the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any impairment of our intellectual property rights could harm our business or our ability to compete and harm our operating results.

Employees

As of September 30, 2011, we had 392 regular full-time employees, including 26 in hosting, 30 in support, 56 in professional services, 126 in research and development, 115 in sales and marketing and 39 in general and administrative roles. None of our employees are represented by a labor union or covered by a collective

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bargaining agreement. We have not experienced any work stoppages and we consider our relations with our employees to be good.

Legal Proceedings

We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows or financial position.

Facilities

We lease approximately 18,500 square feet of space for our corporate headquarters in Palo Alto, California pursuant to a lease that expires in May 2018. We also lease approximately 37,700 square feet of space in Portland, Oregon for certain administrative, research and development, sales and marketing and customer support functions pursuant to a lease that expires in September 2013. We maintain additional offices in Boulder, Colorado, and Tel Aviv, Israel, as well as sales and support offices in New York, Canada, Germany and the United Kingdom. We believe our facilities are adequate for our current needs.

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MANAGEMENT

Executive Officers, Key Employees and Directors

The following table sets forth the names, ages and positions of our executive officers, key employees and directors as of September 30, 2011:

Name	Age		Current Position(s) with Company
Executive Officers:
Anthony Zingale		55	Chief Executive Officer, Director and Chairman
Bryan J. LeBlanc		44	Chief Financial Officer
John F. Rizzo		54	Chief Marketing Officer
Brian J. Roddy		42	Senior Vice President of Engineering
John McCracken		44	Senior Vice President of Worldwide Sales
Key Employees:
Robert F. Brown, Jr.		42	Senior Vice President of Client Services
Patrick C. Lin		40	Senior Vice President of Product Management
William Lynch		33	Vice President of Product Management, Co-Founder and Director
Matthew A. Tucker		32	Chief Technology Officer and Co-Founder
Directors:
David G. DeWalt(1)		47	Director
James J. Goetz(2)		45	Director
Jonathan G. Heiliger(2)		35	Director
William A. Lanfri(1)(3)		58	Director
Sundar Pichai(3)		39	Director
Charles (Chuck) J. Robel(1)		62	Director and Lead Independent Director
Theodore (Ted) E. Schlein(2)		47	Director

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Nominating and Corporate Governance Committee

Executive Officers and Key Employees

Anthony Zingale has served as our Chief Executive Officer since February 2010, as a Director since October 2007 and as the Chairman of our board of directors since August 2011. He most recently served as President and Chief Executive Officer of Mercury Interactive Corporation, a business technology optimization solutions provider that merged with Hewlett-Packard, from December 2004 to December 2006. Since July 2009, Mr. Zingale has served as a member of the board of directors of ServiceSource International, Inc. From May 2007 until February 2011, he served on the board of directors of McAfee, Inc. Mr. Zingale holds a B.S. degree in Electrical and Computer Engineering and a B.S. in Business Administration from the University of Cincinnati. Mr. Zingale was selected to serve on our board of directors due to the perspective and experience he brings as our Chief Executive Officer and his extensive background in the enterprise software industry.

Bryan J. LeBlanc has served as our Chief Financial Officer since July 2008. Prior to joining us, Mr. LeBlanc served as the Chief Financial Officer of Webtrends Inc., a web analytics software company, from

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March 2006 to July 2008. Prior to that, Mr. LeBlanc served as Vice President of Finance and Operations for Mercury Interactive Corporation from May 2002 to March 2006. From March 2001 to May 2002, Mr. LeBlanc served as Chief Financial Officer of inSilicon Corporation, a semiconductor IP provider. From March 2000 to March 2001, Mr. LeBlanc was Chief Financial Officer for Fogdog, Inc., an online retailer of sporting goods and related merchandise. From June 2007 to September 2009, he was a member of the board of directors of Borland Software Corporation. Mr. LeBlanc holds an M.B.A. in Finance and Marketing from Santa Clara University and a B.A. in Biology from Holy Cross College.

John F. Rizzo has served as our Chief Marketing Officer since July 2011. Prior to joining us, Mr. Rizzo served as the President and Chief Executive Officer of Zeebo, Inc., a developer of wireless entertainment, education and Internet content delivery platforms, from March 2008 to February 2011. From 2004 to March 2008, Mr. Rizzo served as the Chief Executive Officer and President of Catapult Partners Consulting, a consulting firm. Mr. Rizzo has also held executive or senior management positions at Oracle Corporation, Apple Inc. and Intel Corporation, among others. Mr. Rizzo holds a B.S. in Electrical Engineering from Stanford University.

Brian J. Roddy has served as our Senior Vice President of Engineering since May 2010. Prior to joining us, from February 2007 to May 2010, Mr. Roddy served as Senior Director of Engineering at Cisco Systems, Inc., a networking communications and information technology provider. Mr. Roddy joined Cisco as a result of the acquisition of Reactivity, Inc., a networking company, which he co-founded in 1997. At Reactivity, Mr. Roddy served as Vice President of Engineering and as a member of the board of directors. Prior to Reactivity, Mr. Roddy was a senior scientist at Apple Inc. Mr. Roddy holds an M.S. in Computer Science from University of Wisconsin-Madison and a B.S.E. in Computer Science from the University of Pennsylvania.

John McCracken has served as our Senior Vice President of Worldwide Sales since November 2008. Prior to joining us, Mr. McCracken served as Senior Vice President of Sales at Inovis, Inc., a business management software provider, from March 2008 to October 2008. Prior to that, he served as Director of Sales, South Central Region, for Mercury Interactive from 2001 to 2004, and as its Vice President of Sales of the Americas for JT Governance and Application Performance Solutions from 2004 to December 2007. Mr. McCracken has also held executive management positions at American Express Company, Warrantech Corporation and PC ServiceSource, Inc., and served as an advisory board member for iConclude Co. Mr. McCracken holds a B.B.A. in Marketing from The University of Texas, Austin.

Robert F. Brown, Jr. has served as our Senior Vice President of Client Services since April 2008. Prior to joining us, Mr. Brown served as the Vice President of Sales for Innotas, Inc., a software as a service software provider, from April 2006 to March 2008. Prior to that, Mr. Brown held executive positions in Professional Services with Mercury Interactive from 2003 to 2005. Mr. Brown has also held management positions at Kintana, Inc., Oracle Corporation, PricewaterhouseCoopers LLP and United States Steel Corporation. Mr. Brown holds an M.B.A. from Cleveland State University and a B.S. in Business Administration from West Virginia University.

Patrick C. Lin has served as our Senior Vice President of Product Management since January 2011. Prior to joining us, from November 2004 to December 2010, Mr. Lin served as Vice President of Product Management at VMware, Inc., a provider of virtualization infrastructure software solutions. Prior to that, from May 2001 to November 2004, Mr. Lin was responsible for product management and marketing at Invio Software, Inc., a storage workflow automation vendor acquired by VERITAS Software Corporation. He has also held product management, business development and strategy consulting roles at Intuit Inc., WebTV Network, Inc., which was acquired by Microsoft, and Bain & Company. Mr. Lin holds an M.B.A. from INSEAD and M.S. and B.S. degrees in Electrical Engineering and a B.A. in East Asian Studies from Stanford University.

William Lynch co-founded Jive in February 2001 and has served as a Director since that time. In addition, Mr. Lynch has been a Vice President of Product Management since December 2007. From February 2001 to November 2007, Mr. Lynch was our Vice President of Engineering. Mr. Lynch holds a B.S. in Computer Science

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from the University of Iowa. Mr. Lynch was selected to serve on our board of directors due to the perspective and experience he brings as one of our founders and as one of our larger stockholders, as well as his extensive experience and knowledge of our company.

Matthew A. Tucker co-founded Jive in February 2001 and has served as our Chief Technical Officer since that time. Mr. Tucker served as a member of our board of directors from February 2001 until March 2011. Mr. Tucker is actively involved in Open Standards efforts, including as a member of the board of directors of the OpenSocial Foundation and former member of the board of directors of the XMPP Standards Foundation. Mr. Tucker holds a B.S. in Computer Science from the University of Iowa.

Directors

David G. DeWalt has served as a Director since February 2011. Mr. DeWalt served as the Chief Executive Officer, President and Director of McAfee, Inc., a security software company that merged with Intel Corporation, from March 2007 to August 2011. Prior to joining McAfee, Mr. DeWalt served as Executive Vice President and President Customer Operations and Content Management Software, at EMC Corporation, an information infrastructure technology and solutions provider, from 2005 to 2007, and as its Executive Vice President, EMC Software Group from 2003 to 2005. Mr. DeWalt joined EMC Corporation in 2003 as a result of its acquisition of Documentum, Inc., where he served as its Chief Executive Officer and President from 2001 to 2003. Mr. DeWalt formerly served on the board of directors of McAfee and is currently the Chairman of the board of directors of Polycom, Inc. In November 2011, Mr. DeWalt joined the board of directors of Delta Air Lines, Inc., a domestic and international air transportation provider. Mr. DeWalt holds a B.S. in computer science and electrical engineering from the University of Delaware. Mr. DeWalt was selected to serve on our board of directors due to the perspective and experience he brings from over 10 years as a president and chief executive officer of public software companies.

James J. Goetz has served as a Director since August 2007. Mr. Goetz has been a General Partner at Sequoia Capital since 2004. He currently serves on the boards of several privately held companies. In 1996, Mr. Goetz co-founded VitalSigns Software, Inc. Prior to that, Mr. Goetz held various product and marketing positions at SynOptics Inc., AT&T Inc. and Digital Equipment Corporation. Mr. Goetz has an M.S. in Electrical Engineering from Stanford University and a B.S. in Electrical and Computer Engineering from the University of Cincinnati. Mr. Goetz was selected to serve on our board of directors because of his deep experience and extensive knowledge of cloud, mobile and enterprise software companies.

Jonathan G. Heiliger has served as a Director since March 2011. From October 2007 to October 2011, Mr. Heiliger served as Vice President of Technical Operations at Facebook, Inc., a social networking company. Prior to that, from October 2005 through October 2007, Mr. Heiliger was a self-employed technology consultant. Mr. Heiliger also serves on the board of directors of a privately held company. In November 2011, Mr. Heiliger joined the board of directors of DuPont Fabros Technology, Inc., a large-scale data center facilities company. Mr. Heiliger was selected to serve on our board of directors due to his extensive experience and knowledge of infrastructure and internal technology systems.

William A. Lanfri has served as an advisor since 2007 and as a Director since October 2008. From January 2006 through the present, Mr. Lanfri has been an independent investor and advisor to early stage technology companies. From 2000 to 2003, Mr. Lanfri was Operating Partner at Accel Partners, an investment management firm. From 2000 to 2001, Mr. Lanfri also served as Chief Executive Officer of Big Bear Networks, a communications equipment company. Mr. Lanfri has an M.B.A. from Santa Clara University and a B.A. in Economics from the University of California at Davis. Mr. Lanfri was selected to serve on our board of directors because he brings more than 25 years of background in building enterprise networking and telecommunications companies.

Sundar Pichai has served as a Director since March 2011. Since 2004, Mr. Pichai has served in various capacities at Google Inc., including as a Director of Product Management, Vice President of Product

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Management and currently as Senior Vice President of Chrome, Google’s web browser technology. Mr. Pichai holds an M.S. in Materials Science and Engineering from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. He received a B.Tech from the Indian Institute of Technology. Mr. Pichai was selected to serve on our board of directors because he brings more than 15 years of experience developing high-tech consumer and enterprise products.

Charles (Chuck) J. Robel has served as a Director since December 2010. Mr. Robel served as Managing Member and Chief Operating Officer at Hummer Winblad Venture Partners, a venture capital fund, from June 2000 to December 2005. Mr. Robel began his career at PricewaterhouseCoopers LLP, from which he retired as a partner in June 2000. Mr. Robel served as the Chairman of the board of directors of McAfee from June 2006 to March 2011. Mr. Robel currently serves on the board of directors of Autodesk, Inc., DemandTec, Inc. and Informatica Corporation. In addition, Mr. Robel also serves on the boards of directors of several privately held companies. Mr. Robel holds a B.S. in Accounting from Arizona State University. Mr. Robel was selected to serve on our board of directors due to his extensive service as a board member of several other technology and software companies, which brings to our board of directors substantial experience and knowledge in the areas of financial expertise, strategic direction and corporate governance leadership.

Theodore (Ted) E. Schlein has served as a Director since July 2010. Mr. Schlein has served as a Managing Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since 1996. From 1986 to 1996, Mr. Schlein served in various executive positions at Symantec Corporation, a provider of Internet security technology and business management technology solutions, including as Vice President of Enterprise Products. He served on the board of directors of ArcSight, Inc., which was acquired by Hewlett Packard, from March 2002 to October 2010. Mr. Schlein holds a B.A. in Economics from the University of Pennsylvania. Mr. Schlein was selected to serve on our board of directors due to his extensive experience working with early-stage technology companies in the enterprise software and infrastructure markets, including ventures within the network and consumer security arena.

Board Composition

Our board of directors is currently composed of nine members. Our bylaws permit up to nine members and, in accordance with our amended and restated certificate of incorporation to be filed in connection with this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

• The Class I directors will be Messrs. Lynch, Heiliger and Pichai and their terms will expire at the annual general meeting of stockholders to be held in 2012;

• The Class II directors will be Messrs. Goetz, Lanfri and Schlein and their terms will expire at the annual general meeting of stockholders to be held in 2013; and

• The Class III directors will be Messrs. DeWalt, Robel and Zingale and their terms will expire at the annual general meeting of stockholders to be held in 2014.

This classification of our board of directors may have the effect of delaying or preventing a change of our management or changes in control of our company.

As part of the restructuring of the board of directors in preparation for our initial public offering, upon the expiration of Mr. Lynch’s service as a Class I Director in May 2012, Mr. Lynch will cease serving on our board of directors and we are obligated to nominate Mr. Tucker to stand for election as a Class I director.

Director Independence

Under the listing requirements and rules of The Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors within a specified period.

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Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. DeWalt, Goetz, Heiliger, Lanfri, Pinchai, Robel and Schlein do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of The Nasdaq Stock Market. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Lead Independent Director

Our corporate governance guidelines provide that one of our independent directors should serve as a lead independent director at any time when the Chief Executive Officer serves as the chairman of the board of directors, or if the Chairman is not otherwise independent. Because Mr. Zingale is our Chairman and Chief Executive Officer, our board of directors has appointed Mr. Robel to serve as our lead independent director. As lead independent director, Mr. Robel will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and the independent directors and perform such additional duties as our board of directors may otherwise determine and delegate.

Committees of the Board of Directors

Audit Committee

Our Audit Committee is comprised of Messrs. DeWalt, Lanfri and Robel, each of whom is a non-employee, independent member of our board of directors. Mr. Robel is our Audit Committee chairman and our Audit Committee financial expert, as currently defined under the SEC rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and The Nasdaq Stock Market.

Our Audit Committee oversees our corporate accounting and financial reporting process. The Audit Committee evaluates our independent registered public accounting firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly consolidated financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on the Jive engagement team as required by law; reviews our critical accounting policies and estimates; and will annually review the Audit Committee Charter and the Audit Committee’s performance. The Audit Committee will operate under a written charter that will satisfy the applicable standards of the SEC and The Nasdaq Stock Market.

Compensation Committee

The current members of our Compensation Committee are Messrs. Goetz, Heiliger and Schlein, each of whom is a non-employee, independent member of our board of directors. Mr. Goetz is the Chairman of the Compensation Committee.

Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our executive officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers

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based on such evaluations. The Compensation Committee will also administer the issuance of stock options and other awards under our stock plans. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members. The Compensation Committee will operate under a written charter that will satisfy the applicable standards of the SEC and The Nasdaq Stock Market.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Messrs. Lanfri and Pichai, each of whom is a non-employee, independent member of our board of directors. Mr. Lanfri is the Chairman of the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board of directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. The Nominating and Corporate Governance Committee will operate under a written charter that will satisfy the applicable standards of the SEC and The Nasdaq Stock Market.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is, or has at any time during the past year been, an officer or employee of ours. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our board of directors or Compensation Committee.

Code of Business Conduct and Ethics

We plan to adopt a code of business conduct and ethics that will apply to all of our employees, including our executive officers and directors, and those employees responsible for financial reporting. The code of business conduct and ethics will be available on our website. We expect that, to the extent required by law, any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Non-Employee Director Compensation

Our Compensation Committee has approved an outside director compensation policy that will become applicable to all our non-employee directors effective upon the date of this prospectus. This policy provides that each such non-employee director will receive the following compensation for board services:

• an annual cash retainer of $15,000 for serving as chairman of the Audit Committee, $10,000 for serving as chairman of the Compensation Committee and $10,000 for serving as chairman of the Nominating and Corporate Governance Committee;

• an annual cash retainer of $5,000 for serving as a member of any of the three committees;

• upon first joining the board of directors, an initial stock option grant to purchase 30,000 shares of our common stock;

• an initial stock option grant to purchase 45,000 shares of common stock for serving as chairman of the Audit Committee, and thereafter an annual stock option grant to purchase 15,000 shares of our common stock, subject to continuous service as the chairman of the Audit Committee;

• a one-time stock option grant to purchase 25,000 shares of our common stock for serving as a member of the Compensation Committee or the Nominating and Corporate Governance Committee;

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• beginning in 2013, an annual stock option grant to all directors, excluding the Lead Independent Director, to purchase 10,000 shares of our common stock;

• beginning in 2013, an annual stock option grant to our Lead Independent Director to purchase 15,000 shares of our common stock;

• on the date of this prospectus, a one-time stock option grant to all directors, excluding the Lead Independent Director, to purchase 30,000 shares of our common stock at the initial public offering price; and

• on the date of this prospectus, a one-time stock option grant to our Lead Independent Director to purchase 40,000 shares of our common stock at the initial public offering price.

Directors who are employees do not receive any compensation for their service on our board of directors. We have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings.

The following table sets forth information regarding compensation earned by our non-employee directors for the fiscal year ended December 31, 2010:

Name	Option  Awards(1)		All Other Compensation		Total
David G. DeWalt	$	—	$	—	$	—
James J. Goetz		—		—		—
Jonathan G. Heiliger		—		—		—
David J. Hersh(2)		—		—		—
William A. Lanfri(3)		260,253		—		260,253
Christopher Lochhead(2)(4)		1,060,512		133,336		1,193,848
Sundar Pichai		—		—		—
Charles (Chuck) J. Robel(5)		191,928		—		191,928
Theodore (Ted) E. Schlein		—		—		—

(1) The amounts set forth in the option awards columns reflect the fair value of the awards on the date of grant under ASC 718, excluding the impact of forfeitures. See note 11 of notes to our consolidated financial statements for the valuation assumptions and other information related to our option awards.

(2) Messrs. Hersh and Lochhead are former directors who ceased to serve as directors in December 2010 and February 2011, respectively.

(3) In March 2010, we granted Mr. Lanfri an option to purchase 225,000 shares of our common stock with a per share exercise price of $1.51 to compensate him for his service on the board of directors. The number of shares subject to such option was determined by our board of directors based on its subjective assessment of the amount necessary to incent Mr. Lanfri to continue to serve on our board of directors and was based on negotiations with Mr. Lanfri.

(4) The amount set forth in the “all other compensation” column for Mr. Lochhead represents compensation earned for marketing consulting services he provided in 2010 to assist with our overall business strategy. The stock option grant to Mr. Lochhead was to compensate him for his service on the board of directors as well as for these consulting services. Our board of directors approved such stock option grant as part of a single negotiated package with Mr. Lochhead without distinguishing between his role as a consultant and his role as a member of our board of directors. Mr. Lochhead resigned from our board of directors in February 2011 and his consulting agreement was mutually terminated by Mr. Lochhead and us in May 2011. Pursuant to the terms of his termination agreement, 412,000 shares were unvested and cancelled on the effective date of such agreement.

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(5) In December 2010, in connection with his appointment to our board of directors and as Chair of our Audit Committee, we granted Mr. Robel an option to purchase 120,000 shares of our common stock with a per share exercise price of $2.85 to compensate him for his service on the board of directors. The number of shares subject to such option was determined by our board of directors based on its subjective assessment of the amount necessary to incent Mr. Robel to join our board of directors and was based on negotiations with Mr. Robel.

Equity incentive awards outstanding at December 31, 2010 for each non-employee director were as follows:

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($/Sh.)		Option Expiration Date
David G. DeWalt		—			—		$	—		—
James J. Goetz		—			—			—		—
Jonathan G. Heiliger		—			—			—		—
David J. Hersh		—			—			—		—
William A. Lanfri		—			—			—		—
Christopher Lochhead		824,000	(1)		—			1.75		06/03/20
Sundar Pichai		—			—			—		—
Charles (Chuck) J. Robel		—			120,000	(2)		2.85		12/20/20
Theodore (Ted) E. Schlein		—			—			—		—

(1) This option was subject to an early exercise provision and was immediately exercisable. Twenty-five percent of the shares subject to the option vested on May 24, 2011 with an additional 6.25% of the shares subject to the option vesting on the 24^th day of each month thereafter, such that the option would have fully vested on May 24, 2012. Mr. Lochhead ceased to serve as a director in May 2011, and, therefore, this option ceased to vest on such date and 412,000 of the unvested shares subject to the option were terminated. This option was granted for services as a Director as well as for consulting services in 2010.

(2) Twenty-five percent of the shares subject to the options vest on December 20, 2011, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months, such that the option will be fully vested on December 20, 2014.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The following is a discussion and analysis of our executive compensation philosophy, objectives and design, our compensation-setting process, our executive compensation program components and the decisions made in 2010 for each of our named executive officers. This discussion also contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs we adopt in the future may differ materially from current or planned programs as summarized below.

Our named executive officers for 2010 were:

• Anthony Zingale, our Chief Executive Officer;

• Bryan J. LeBlanc, our Chief Financial Officer;

• Brian J. Roddy, our Senior Vice President of Engineering;

• John McCracken, our Senior Vice President of Worldwide Sales;

• Robert F. Brown, Jr., our Senior Vice President of Client Services; and

• David J. Hersh, our former Chief Executive Officer.

We formed our Compensation Committee in February 2011, and it held its first meeting in March 2011. Prior to the formation of our Compensation Committee, including with respect to compensation decisions for 2010, the executive team made recommendations to our board of directors, which was responsible for reviewing and approving executive compensation.

Because our Compensation Committee was recently formed, it has only recently begun to discuss our overall executive compensation philosophy and is in the process of formulating a comprehensive overall approach to executive compensation with the assistance of Radford, an Aon Hewitt Company. We expect that our Compensation Committee will continue to review, evaluate and modify our executive compensation framework as a result of our becoming a publicly traded company after this offering.

Executive Compensation Philosophy and Objectives

Philosophy. We operate in a highly competitive and rapidly evolving market, and we expect competition between social business software companies to continue to increase. Our ability to compete and succeed in this environment is directly correlated to our ability to recruit, incentivize and retain skilled and talented individuals to form an executive team characterized by a high level of sales, marketing, engineering, operations and financial expertise. Our compensation philosophy is designed to establish and maintain an executive compensation program that attracts and rewards proven and talented leaders who possess the skills and experience necessary to create long-term value for our stockholders, expand our business and assist in the achievement of our strategic goals. Our executive compensation program also permits us to recognize and reward individual achievements within the framework of our overarching goals and objectives.

Objectives. The primary goals of our executive compensation program are to:

• recruit and retain talented and experienced individuals who are able to develop, implement and deliver on both short-term and long-term value creation strategies;

• provide a fixed component of pay, base salary, that the Compensation Committee believes is reasonable and competitive for our company size, industry and location;

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• implement and emphasize a performance-based aspect of compensation that rewards both corporate and individual achievement; and

• retain flexibility to review our compensation structure periodically as needed to focus on different business objectives from time to time, and review our compensation program at least annually.

Design. As a privately held company, executive compensation has historically been heavily weighted towards equity in the form of stock option grants. Our board of directors determined that compensation in the form of equity helped to align our executives with the long-term interests of our stockholders by driving achievement of our strategic and financial goals. To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries and annual cash bonuses tied to corporate and individual objectives.

As we transition from being a privately held company to a publicly traded company, we will evaluate our compensation philosophy and programs, and, at a minimum, we intend to review executive compensation annually. As part of this review process, we expect to consider the levels of compensation that we would be willing to pay to ensure that our compensation remains competitive, that we are meeting our retention objectives and the cost to us if we were required to find a replacement for a key executive or employee.

Our Compensation-Setting Process

Historically, the initial compensation arrangements with our executive officers, including the named executive officers, have been the result of arm’s-length negotiations between us and each individual executive at the time of their hire. Prior to the formation of our Compensation Committee, the board of directors was primarily responsible for overseeing and approving the negotiation of these arrangements based on recommendations from the executive team, including our Chief Executive Officer, Senior Vice President of Human Resources and Chief Financial Officer. Typically, except with respect to his own compensation, our Chief Executive Officer made recommendations to our board of directors regarding compensation matters for each named executive officer, including with respect to each key element of compensation (i.e., base salary changes, annual bonus and equity-based awards).

In 2010, we engaged Radford to assist us with a review of executive employee compensation which included a review of market data on base salary, all forms of variable incentive pay and equity-based compensation. Radford provided cash compensation market data at the 50^th and 75^th percentiles for privately held software and Internet/eCommerce companies with less than $100 million in annual revenues. In determining executive compensation for 2010, our board of directors reviewed and considered the market data provided by Radford, as well as other factors, such as our financial plan and the board of directors’ subjective assessment of executive performance. Our board of directors did not use the market data for purposes of benchmarking, but used it as a reference point in making executive compensation decisions in 2010.

In March 2011, the Compensation Committee retained Radford to review and assess our current executive employee compensation practices relative to market compensation practices. Specifically, Radford was engaged to:

• provide data for the establishment of a peer group of companies to serve as a basis for assessing competitive compensation practices going forward;

• review and assess our current compensation programs relative to market to determine any changes that may need to be implemented in order to remain competitive with our peer group and in connection with our initial public offering;

• assess the competitiveness of the compensation program against the approved peer companies taking into consideration salary, incentives, equity and other benefits; and

• review and recommend changes to executive contractual arrangements to ensure that they are consistent with peer and governance best practices.

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We are in the early stages of this process. Our Compensation Committee generally expects to seek input from our Chief Executive Officer when discussing the performance and compensation of the other named executive officers, as well as during the process of searching for and negotiating compensation packages with new senior management hires. The Compensation Committee also expects to coordinate with our Chief Financial Officer in determining the financial and accounting implications of our compensation programs and hiring decisions.

Elements of Our Executive Compensation Program

The three key elements of our compensation package for named executive officers are on target earnings, made up of base salary and variable incentive compensation, equity-based awards and our benefits programs. For our Senior Vice President of Worldwide Sales, variable incentive compensation also includes a sales commission plan. Except with respect to bonuses, which typically are set as a pre-defined percentage of an individual’s salary, we do not use specific formulas or weightings in determining the allocation of the various pay elements; rather, each named executive officer’s compensation has been designed to provide a combination of fixed and at-risk compensation that is tied to achievement of our short- and long-term objectives.

On Target Earnings—Base Salary and Variable Incentive Compensation

When analyzing the cash compensation for our named executive officers, we have viewed the total cash compensation of base salary plus the performance bonuses as the on target earnings for each executive officer. In addition, for Mr. McCracken, who is a sales executive, on target earnings includes base salary, discretionary cash performance bonuses, and his sales commission plan. For Mr. McCracken, base salary and his sales commission were considered to be the primary motivational tool for achieving company goals. Based on the aggregated market data provided by Radford, and the board of directors’ determination that it wanted to increase Messrs. LeBlanc and Brown’s base salaries to be closer to the 50th percentile of the aggregated group, on target earnings adjustments for Mr. LeBlanc and Mr. Brown were approved by our board of directors in September 2010. Accordingly, base salaries of $230,000, a 15% increase, and $185,000, a 6% increase, were approved for Mr. LeBlanc and Mr. Brown, respectively. The percentages of base salary of Mr. LeBlanc and Mr. Brown for purposes of determining target annual incentives were not increased. However, as a result of these base salary increases, the dollar amounts of their target annual incentives increased as a result.

• Base salary. We offer base salaries that are intended to provide a level of stable fixed compensation to executives for performance of day-to-day services. Each named executive officer’s base salary was established as the result of arm’s-length negotiation with the individual at the time of hiring, and is generally reviewed annually to determine whether an adjustment is warranted or required. The base salaries paid to our named executive officers in 2010 are set forth in the Summary Compensation Table below.

• Variable incentive compensation. Our board of directors adopted an annual cash bonus plan for 2010 in order to reward the performance of our executive officers in achieving our financial and strategic objectives. Under the bonus plan, our board of directors established a target bonus amount (expressed as a percentage of base salary) for each of our executive officers that would become payable based upon the achievement of the applicable target performance measures. For each of the named executive officers, the target bonus was set by our board of directors and was based on achieving 100% of the plan goals. For achieving the threshold level of plan goals, which was 80% achievement, the threshold bonus would equal 50% of the target bonus. For achieving the maximum level of plan goals, which was 125% achievement, the maximum bonus would equal 125% of the target bonus. The methodology is set forth below and in the Grants of Plan-Based Awards Table.

With the exception of Mr. Zingale and Mr. McCracken, under the 2010 bonus plan, 50% of the bonus opportunity was based on the achievement of corporate performance measures and 50% of the bonus opportunity was based on individual performance. Our bonus plan for officers other than Mr. Zingale and Mr. McCracken divides the year into two independent semi-annual performance periods with corresponding independent semi-annual payments.

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For Mr. Zingale, 100% of his bonus opportunity was based on the board of directors’ subjective assessment of his achievement of individual performance measures established by the board of directors. For Mr. McCracken, 100% of his bonus opportunity was based on a pre-determined goal for achievement of an annual billable business target, which exceeded our board approved plan and was considered to be a stretch goal. In addition, Mr. McCracken is entitled to commissions based on a sales commission plan. Both Mr. McCracken’s annual bonus and sales commission plan were based on bookings-related metrics, including new business, renewals, and professional services. We have not disclosed the specific formulae or metrics targets for several reasons, including our belief that disclosure would result in competitive harm. The specific targets for new business, renewals, and professional services for Mr. McCracken were established by our board of directors, with input from our Chief Executive Officer. These targets were based on our historical operating results and growth rates, as well as our expected future results, and were designed to require significant effort on the part of Mr. McCracken. If disclosed, we believe the information would provide competitors and others with insights into our operations and sales compensation programs that would be harmful to us. The board of directors believed that Mr. McCracken’s annual incentive structure was appropriate because it would drive sales and profitability. Measurement and payment of the bonus opportunity for Mr. McCracken and Mr. Zingale was done on an annual basis. Mr. Hersh was not eligible to receive a bonus for 2010 as an executive officer due to his transition to his role as Chairman of the board of directors in February 2010.

• Corporate performance measures. For every percentage point of achievement below 100%, every 1% is equivalent to a 2.5 percentage point reduction in the amount paid out down to a minimum threshold of 80%. For every percentage point of achievement above 100%, every 1% is equivalent to a 1 percentage point increase pay out, up to a maximum payout of 125%. For example, if achievement is 95% of target performance, the payout percentage would be 87.5% and, if the achievement is 115% of target performance, the payout percentage would be 115%. Once the corporate performance factors are determined, it is then multiplied by the individual performance achievement to come up with the combined payout percentage.

For the plan adopted in 2010, our board of directors established bookings achievement and adjusted operating expense as our corporate performance measures. These financial performance measures are important indicators of our ability to monetize our solutions and achieve revenue growth. Bookings achievement was calculated as the one year value of subscription licenses billed during the period plus the value of professional services contracts during the year. Adjusted operating expense targets were set based on our operating expenses excluding stock-based compensation, other non-cash expenses and other onetime expenses. Each of these corporate performance measures was given equal weight based on our belief that each was critical to our strategic goals for 2010 and were aligned to encourage revenue growth and the achievement of our adjusted operating income goals.

• Individual performance measures and bonus decisions. Each executive officer is evaluated based on his or her overall performance by our Chief Executive Officer. Our Compensation Committee will consider our Chief Executive Officer’s recommendations and approve the final bonus amounts.

• Consistent with the potential for the corporate performance measures to be achieved at greater than 100%, individual performance achievement could be approved at a level greater than 100%. This individual performance assessment would be applied against the 50% of bonus opportunity allocated to individual performance. For example, 80% achievement would result in 40% of the bonus opportunity being earned and 120% achievement would result in 60% of the bonus opportunity being earned.

Mr. Zingale’s performance during 2010 was evaluated by the board of directors based on its subjective assessment of his performance in the areas of achievement of our operating plan, product development and release of Jive 5.0, and customer and employee engagement.

2010 Bonus Determinations

In August 2010, our board of directors reviewed our performance against the corporate performance metrics for the period of January 1, 2010 through June 30, 2010, and determined that we achieved both performance

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metrics established. In February 2011, our board of directors reviewed our performance against the corporate performance metrics for the period of July 1, 2010 through December 31, 2010 and determined that both performance metrics were achieved. These percentages were used to establish the size of the cash bonus pool available to the named executive officers and were also applied to each named executive officer’s target bonus. 50% of the bonus opportunity is based on individual performance based on the Chief Executive Officer’s subjective evaluation of the individual’s overall performance in each semi-annual performance period. The Chief Executive Officer presented his bonus recommendations for each named executive officer (other than himself) to our board of directors based on his evaluation of each individual’s performance. Specifically, he considered the individual’s performance with respect to his demonstrated leadership in each of their respective business areas, as well as his assessment of his ability to achieve results. For leadership, the Chief Executive Officer subjectively evaluated each named executive officer’s ability to lead and align his team to support corporate values and objectives and his span of control. For ability to achieve results, the Chief Executive Officer subjectively considered measures of productivity, such as achieving operational efficiencies, leverage and growth of the individual’s organizations to support our growth. Mr. LeBlanc’s specific operating goals related to achievement of our internal operating plan, our mergers and acquisitions and human resources strategy, and other strategic operational objectives. Mr. LeBlanc’s individual performance for the first and second halves of 2010 was assessed by Mr. Zingale to be 125% and 98%, respectively. Mr. LeBlanc’s individual performance was determined subjectively by Mr. Zingale taking into account his achievement towards developing and executing against our mergers and acquisition strategy, performance against the internal operating plan, and continued investment in scaling the general and administrative function and infrastructure. Mr. Zingale’s assessment of Mr. LeBlanc’s overachievement of 125% in the first half of 2010 was primarily based on Mr. LeBlanc’s leadership and guidance on executing on our internal operating plan as well the completion of the Filtrbox acquisition which occurred in the first half of 2010. Mr. Brown’s specific operating goals related to implementation of strategies designed to support sales and client services efforts. Mr. Brown’s individual performance for the first half of 2010 was assessed by Mr. Zingale at 100% of target, determined subjectively but guided in part by his achievements with respect to achievement of sales goals and hosting virtualization changes. Mr. Brown’s individual performance for the second half of 2010 was assessed by Mr. Zingale at 100% of target, determined subjectively but guided in part by achievement of customer migrations to a new version of our Jive platform and certain sales and client service goals with respect to European operations. Mr. Roddy’s specific operating goals related to enhancing our hosting and engineering activities and human resources issues related to the support of the engineering organization. Mr. Roddy’s individual performance for the second half of 2010 was assessed by Mr. Zingale at 89% of target, determined subjectively but guided in part by his achievements with respect to engineering delivery and organizational improvements in the engineering organization. Mr. Roddy began working for us in May 2010 and was not eligible for a bonus for the first half of 2010. The Chief Executive Officer’s recommendations were based on his overall subjective assessment of the individual’s performance and were determined based on a combination of factors, none of which is quantifiable as to its specific impact on bonus level.

With respect to Mr. McCracken, whose bonus determination was made annually, the board of directors subjectively determined that he had sufficiently achieved the performance objectives necessary to earn 100% of his target bonus of $150,000. The board evaluated Mr. McCracken’s leadership within the sales organization and his achievement of billings-related metrics. Mr. McCracken’s sales commission component of his variable incentive compensation was earned and paid monthly based on achievement of bookings for each month.

With respect to Mr. Zingale, whose bonus determination is made annually, the board of directors determined subjectively that he had achieved his performance objectives and should be entitled to 100% of his target bonus. Such determination was based on the overall subjective assessment of Mr. Zingale’s performance and no single factor was determinative in setting his bonus level, nor was the impact of any factor on his bonus quantifiable. The board of directors evaluated Mr. Zingale’s overall performance as Chief Executive Officer and believed that because Mr. Zingale had the greatest span of control, scope of responsibility, and ability to achieve the desired results toward the achievement of our operating plan, product development efforts, the successful release of Jive 5.0, as well as customer and employee engagement, he should receive 100% of his target bonus.

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1st Half 2010 Corporate Performance Achievement
	Plan Weight			Plan (millions)		Achievement			Combined Achievement			Final Payout
Bookings		50	%	$	23.6		107.7	%		53.9	%
Adjusted operating expense		50			27.9		93.0			46.5
Corporate performance achievement and executive bonus pool funding										100.4	%		100	%
2nd Half 2010 Corporate Performance Achievement
	Plan Weight			Plan (millions)		Achievement			Combined Achievement			Final Payout
Bookings		50	%	$	38.4		99.3	%		49.7	%
Adjusted operating expense		50			37.9		96.5			48.3
Corporate performance achievement and executive bonus pool funding										98.0	%		95	%

The bonus amount for each named executive officer, other than Mr. Zingale and Mr. McCracken, was based on the corporate performance attainment percentages of 100% for the first half of 2010 and 95% for the second half of 2010. The product of the corporate performance percentages and the individual performance percentages, as determined by the Chief Executive Officer, were then applied to the target bonus amounts to determine the payout amounts for each executive officer.

The following bonuses were paid to our named executive officers for 2010:

	Target Bonus as a % of Base Salary			Actual Bonus Amount
Name				1st Half of  2010		2nd Half of  2010		Total		% of Base
Anthony Zingale		50	%	$	—	$	—	$	150,000		50	%
Bryan J. LeBlanc		50			62,500		49,000		111,500		53
Brian J. Roddy(1)		50			—		46,725		46,725		36
John McCracken		67			—		—		150,000		67
Robert F. Brown, Jr.		57			50,000		50,000		100,000		56
David J. Hersh		—			—		—		—		—

(1) Mr. Roddy commenced employment with us in May 2010 and, therefore, was only eligible for a bonus for the second half of 2010.

Equity-Based Awards

Our practice as a private and rapidly growing company has been to grant equity awards to our newly-hired executive officers, in order to effectively align the interests of the executive with our long-term growth objectives. Historically, we have not made regular equity awards to our named executive officers, although we anticipate that annual equity awards may form a component of our compensation structure for executives going forward in order to more effectively align the interests of executive officers and our stockholders and ensure appropriate long-term incentives remain in place.

The sizes and types of awards that have historically been granted to newly-hired executive officers, including Mr. Roddy’s option grant in 2010, have not been determined based on a specific formula, but rather on a combination of the board of directors’ or Compensation Committee’s discretionary judgment regarding the appropriate level of compensation for the position, the need to fill a particular position, and the negotiation process with the particular individual involved. Since February 2010, we have also solicited input from Radford, which has provided its assessment regarding equity-based awards for new executives. In 2010, we granted options to purchase 100,000 shares of common stock to Mr. LeBlanc, based on the board of directors’ assessment of his performance, its consideration of the aggregated market data provided by Radford and its assessment of the internal pay equity among our officers.

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On June 30, 2010, in connection with the commencement of Mr. Roddy’s employment, our board of directors approved the grant to him of a stock option to purchase 1,286,966 shares of our common stock with a per share exercise price of $1.75.

On March 3, 2010, in connection with Mr. Zingale’s appointment as our interim Chief Executive Officer, our board of directors approved the grant to him of a stock option to purchase 449,631 shares of our common stock with a per share exercise price of $1.51. Subsequently, on June 3, 2010, in connection with Mr. Zingale’s appointment as our Chief Executive Officer, our board of directions approved the grant to him of a stock option to purchase 2,757,784 shares of our common stock with a per share exercise price of $1.75.

Benefits Programs

Our employee benefit programs, including our 401(k) plan and health, dental, vision and short-term disability programs, are designed to provide a competitive level of benefits to our employees generally, including our named executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other United States full-time employees.

Post-Employment Compensation

The terms and conditions of employment for each our named executive officers are set forth in their respective offer letter agreements. See “—Employment Agreement and Offer Letters” below for more information on these agreements. These agreements and/or applicable equity award documents provide for certain benefits in the event of the named executive officer’s termination of employment under specified circumstances or upon a change in control. We believe that in some cases our extension of these post-employment and change in control benefits was necessary in order to induce these individuals to forego other competitive opportunities that were available to them. We also believe that entering into these arrangements will help our executives maintain continued focus and dedication to their responsibilities to help maximize stockholder value if there is a potential transaction that could involve a change of control. The material terms of these post-employment arrangements are set forth in “—Potential Payments Upon Termination or Change in Control” below.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code, or the Code, limits the amount that we may deduct from our federal income taxes for remuneration paid to our executive officers to one million dollars per executive officer per year, unless certain requirements are met. Section 162(m) provides an exception from this deduction limitation for certain forms of “performance-based compensation,” as well as for the gain recognized by executive officers upon the exercise of qualifying compensatory stock options. While our Compensation Committee is mindful of the benefit to us of the full deductibility of compensation and will consider deductibility when analyzing potential compensation alternatives, our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, our Compensation Committee has not adopted a policy that requires that all compensation be deductible.

Taxation of “Parachute” Payments and Deferred Compensation

We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2010, and we have not agreed and are not otherwise obligated to provide any named executive officers with such a “gross-up” or other reimbursement. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other

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service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code.

Accounting Treatment

We account for stock compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Authoritative accounting guidance also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

Summary Compensation Table

The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers and one additional person who also served as our Chief Executive Officer during 2010, collectively referred to as the named executive officers, for 2010.

Name and Principal Position	Year		Salary			Bonus		Option Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total
Anthony Zingale		2010	$	255,769		$	—	$	2,611,632	$	150,000	$	—	$	3,017,401
Chief Executive Officer
Bryan J. LeBlanc		2010		212,500			—		135,675		111,500		4,400		464,075
Chief Financial Officer
Brian J. Roddy		2010		131,250			—		1,210,087		46,725		4,550		1,392,612
Senior Vice President of Engineering
John McCracken		2010		225,000			—		—		369,189		6,600		600,789
Senior Vice President of Worldwide Sales
Robert F. Brown, Jr.		2010		179,167			—		—		100,000		10,837		290,004
Senior Vice President of Client Services
David J. Hersh(4)		2010		200,000	(5)		—		—		—		870,250		1,070,250
Former Chief Executive Officer

(1) These amounts reflect the fair value of the awards on the date of grant under ASC 718, excluding the impact of forfeitures. See note 11 of notes to our consolidated financial statements included elsewhere in this prospectus for the valuation assumptions and other information related to these option awards.

(2) Amounts in this column represent amounts earned pursuant to our 2010 Executive Bonus Plan as described in further detail below in the Grants of Plan-Based Awards Table. Amounts earned pursuant to the 2010 Executive Bonus Plan were paid in August 2010 for amounts earned for the first half of 2010 and in February 2011 for amounts earned for the second half of 2010.

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Mr. McCracken’s amount includes $150,000 related to the 2010 Executive Bonus Plan and $219,189 in commissions.

(3) All other compensation in 2010 included the following:

Name	401(k) Match		Sale of Stock		Total
Anthony Zingale	$	—	$	—	$	—
Bryan J. LeBlanc		4,400		—		4,400
Brian J. Roddy		4,550		—		4,550
John McCracken		6,600		—		6,600
Robert F. Brown, Jr.		10,837		—		10,837
David J. Hersh		8,250		862,000		870,250

Sale of stock for Mr. Hersh represents the gain on the sale to certain of our investors of 350,000 shares of our common stock in March 2010 and 50,000 shares in July 2010 in connection with our Series C preferred stock financing. See “Certain Relationships and Related Transactions.”

(4) Mr. Hersh served as our Chief Executive Officer from July 2002 to February 2010.

(5) This amount reflects salary paid to Mr. Hersh for his service as Chief Executive Officer from January 2010 to February 2010 and as Chairman of our board of directors for the remainder of 2010.

Grants of Plan-Based Awards Table for the Year Ended December 31, 2010

Name	Grant Date(1)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(2)
			Threshold ($)		Target ($)			Maximum ($)		Number of Securities Underlying Options (#)
Anthony Zingale		—	$	75,000	$	150,000		$	187,500		—	$	—	$	—
		3/11/10		—		—			—		449,631		1.51		334,859
		6/03/10		—		—			—		2,757,784		1.75		2,276,773
Bryan J. LeBlanc		—		25,000		50,000			62,500		—		—		—
		—		25,000		50,000			62,500		—		—		—
		9/08/10		—		—			—		100,000		2.61		135,675
Brian J. Roddy		6/30/10		26,250		52,500			65,625		1,286,966		1.75		1,210,087
John McCracken		—		75,000		150,000			187,500		—		—		—
		—		—		225,000	(3)		—		—		—		—
Robert F. Brown, Jr.		—		25,000		50,000			62,500		—		—		—
		—		25,000		50,000			62,500		—		—		—
David J. Hersh		—		—		—			—		—		—		—

(1) For each of the named executive officers, the target bonus was set by our board of directors and was based on achieving 100% of the plan goals. For achieving the threshold level of plan goals, which was 80% achievement, the threshold bonus would equal 50% of the target bonus. For achieving the maximum level of plan goals, which was 125% achievement, the maximum bonus would equal 125% of the target bonus.

(2) These amounts reflect the fair value of the awards on the grant date under ASC 718, excluding the impact of forfeitures. See note 11 of notes to our consolidated financial statements included elsewhere in this prospectus for the valuation assumptions and other financial information related to these options.

(3) There is no threshold or maximum for Mr. McCracken’s sales compensation plan. The target is $225,000, see “—Compensation Discussion and Analysis.”

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Outstanding Equity Awards as of December 31, 2010

The following table sets forth the outstanding equity awards held by the named executive officers as of December 31, 2010.

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($/Sh.)		Option Expiration Date
Anthony Zingale		150,416		39,584	(1)	$	0.30		10/10/17
		449,631		—			1.51		3/10/20
		—		2,757,784	(2)		1.75		6/02/17
Bryan J. LeBlanc		334,008		218,833	(3)		0.53		7/30/18
		158,411		221,777	(4)		0.56		4/16/19
		—		100,000	(5)		2.61		9/08/10
Brian J. Roddy		—		1,286,966	(6)		1.75		6/30/20
John McCracken		211,870		348,506	(7)		0.53		11/12/18
		158,411		221,777	(4)		0.56		4/16/19
Robert F. Brown Jr.		133,333		66,667	(3)		0.53		7/30/18
		23,958		26,042	(8)		0.53		2/11/19
		58,411		221,777	(4)		0.56		4/16/19
David J. Hersh		—		—			—		—

(1) These options vested as to 25% of the total granted on October 18, 2008, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on October 18, 2011.

(2) These options may be exercised early, and to the extent such shares are unvested as of a given date, such shares will remain subject to a right of repurchase held by us. These options will vest as to 25% of the total granted on June 3, 2011, with an additional 1/12 of the remaining amount vesting quarterly over the following 12 quarters with full vesting occurring on June 3, 2014.

(3) These options vested as to 25% of the total granted on July 28, 2009, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on July 28, 2012.

(4) These options vested as to 25% of the total granted on April 17, 2010, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on April 17, 2013.

(5) These options vest as to 25% of the total granted on August 1, 2011, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on August 1, 2014.

(6) These options vested as to 25% of the total granted on May 24, 2011, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on May 24, 2014.

(7) These options vested as to 25% of the total granted on October 28, 2009, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on October 28, 2012.

(8) These options vested as to 25% of the total granted on January 1, 2010, with an additional 1/36 of the remaining amount vesting monthly over the following 36 months with full vesting occurring on January 1, 2013.

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Option Exercises for the Year Ended December 31, 2010

The following table sets forth certain information with respect to the exercise of stock options during 2010 for our named executive officers. There were no stock awards that vested in 2010.

	Option Awards
Name	Number  of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)
Anthony Zingale		—	$	—
Bryan J. LeBlanc		—		—
Brian J. Roddy		—		—
John McCracken		200,000		244,000
Robert F. Brown Jr.		100,000		229,000
David J. Hersh		—		—

(1) Represents the value of our common stock on the date of exercise, as determined by our board of directors, less the option exercise price multiplied by the number of shares for which the option was exercised.

Employment Agreement and Offer Letters

Anthony Zingale

We entered into an executive employment agreement with Mr. Zingale, our Chief Executive Officer, in May 2010. The executive employment agreement has no specific term and constitutes at-will employment. Mr. Zingale’s current annual base salary is $300,000, and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. Zingale’s commencement of employment, he was initially granted an option to purchase 2,757,784 shares of our common stock at an exercise price of $1.75 per share. The executive employment agreement provides for acceleration of 100% of the then-unvested shares subject to this option in the event Mr. Zingale is terminated for any reason or not offered employment as the resulting organization’s chief executive officer at a location within 35 miles of the previous location of Mr. Zingale’s employment following a change in control. In addition, in August 2011, our board of directors adopted a policy that provides that if Mr. Zingale is involuntarily terminated not within 12 months following a change of control, he will be paid 12 months of his base salary and provided 12 months of benefits continuation and if Mr. Zingale is involuntarily terminated without cause or his employment is terminated for good reason within 12 months following a change of control, he will be paid 18 months of his base salary and provided 18 months of benefits continuation.

Bryan J. LeBlanc

We entered into an offer letter with Mr. LeBlanc, our Chief Financial Officer, in June 2008. The offer letter agreement has no specific term and constitutes at-will employment. Mr. LeBlanc’s current annual base salary is $230,000, and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. LeBlanc’s commencement of employment, he was initially granted an option to purchase 552,841 shares of our common stock at an exercise price of $0.53 per share. The option grant provides for acceleration of 50% of the total shares subject to the option in the event Mr. LeBlanc is either involuntarily terminated without cause or is terminated by Mr. LeBlanc for good reason, each within 12 months following a change in control. In addition, in August 2011, our board of directors adopted a policy that provides that if Mr. LeBlanc is involuntarily terminated not within 12 months following a change of control, he will be paid nine months of his base salary and provided nine months of benefits continuation and if Mr. LeBlanc is involuntarily terminated without cause or his employment is terminated for good reason within 12 months following a change of control, he will be paid 12 months of his base salary and provided 12 months of benefits continuation.

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Brian J. Roddy

We entered into an offer letter with Mr. Roddy, our Senior Vice President of Engineering in April 2010. The offer letter has no specific term and constitutes at-will employment. Mr. Roddy’s current annual base salary is $210,000 and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. Roddy’s commencement of employment, he was initially granted an option to purchase 1,286,966 shares of our common stock at an exercise price per share of $1.75. The option grant provides for acceleration of 50% of the total shares subject to the option in the event Mr. Roddy is either involuntarily terminated without cause or required to relocate more than 30 miles from our office, each within 12 months following a change in control. In addition, in August 2011, our board of directors adopted a policy that provides that if Mr. Roddy is involuntarily terminated within the first six months of his employment and not within 12 months following a change of control, he will be paid six months of his base salary and provided six months of benefits continuation and if Mr. Roddy is involuntarily terminated after the first six months of his employment and not within 12 months following a change of control, he will be paid nine months of his base salary and provided nine months of benefits continuation and if Mr. Roddy is involuntarily terminated without cause or his employment is terminated for good reason within 12 months following a change of control, he will be paid 12 months of his base salary and provided 12 months of benefits continuation.

John McCracken

We entered into an offer letter with Mr. McCracken, our Senior Vice President of Worldwide Sales, in October 2008. The offer letter agreement has no specific term and constitutes at-will employment. Mr. McCracken’s current annual base salary is $225,000 and he is eligible to earn a sales incentive bonus equal to 100% of his base salary for achieving designated booking targets plus an annual operating incentive bonus equal to 67% of this base salary should the company exceed its designated normalized booking and profitability numbers as set forth in our annual operating plan. In connection with Mr. McCracken’s commencement of employment, he was initially granted an option to purchase 760,376 shares of our common stock at an exercise price of $0.53 per share. The option grant provides for acceleration of 50% of the total shares subject to the option in the event Mr. McCracken is either involuntarily terminated without cause or is terminated by Mr. McCracken for good reason, each within 12 months following a change in control. In addition, in August 2011, our board of directors adopted a policy that provides that if Mr. McCracken is involuntarily terminated not within 12 months following a change of control, he will be paid nine months of his base salary and provided nine months of benefits continuation and if Mr. McCracken is involuntarily terminated without cause or his employment is terminated for good reason within 12 months following a change of control, he will be paid 12 months of his base salary and provided 12 months of benefits continuation.

Robert F. Brown, Jr.

We entered into an offer letter with Mr. Brown, our Senior Vice President of Client Services in March 2008. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Brown’s current annual base salary is $185,000 and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. Brown’s commencement of employment, he was initially granted an option to purchase 200,000 shares of our common stock at an exercise price of $0.53 per share. The offer letter provides that in the event he is terminated without cause or is constructively terminated, Mr. Brown is eligible for a severance payment equal to three months of his then-current base salary. If a termination without cause or constructive termination occurs within 12 months following a change in control, each of Mr. Brown’s option grants provides for acceleration of vesting of 50% of the total shares subject to the option grants. In addition, in August 2011, our board of directors adopted a policy that provides that if Mr. Brown is involuntarily terminated without cause or his employment is terminated for good reason within 12 months following a change of control, he will be paid 12 months of his base salary and provided 12 months of benefits continuation.

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David J. Hersh

We entered into an offer letter with Mr. Hersh, our former Chief Executive Officer in July 2002. The offer letter agreement had no specific term and constituted at-will employment. Mr. Hersh ceased acting as our Chief Executive Officer in February 2010 and was appointed the Chairman of our board of directors and served in this role until February 2011. At the time he ceased acting as Chief Executive Officer, Mr. Hersh’s annual base salary was $200,000 and he was eligible to earn bonus compensation under our executive bonus compensation plan.

Potential Payments Upon Termination Not Following Change of Control

The following table sets forth quantitative estimates of the benefits that would have accrued to our named executive officers as of December 31, 2010 if their employment had been involuntarily terminated on September 30, 2011.

Name	Severance  Pay(1)		Value of Benefits Continuation(2)
Anthony Zingale	$	300,000	$	12,905
Bryan J. LeBlanc		230,000		12,905
Brian J. Roddy		210,000		12,905
John McCracken		225,000		12,905
Robert F. Brown Jr.		185,000		9,608
David J. Hersh		—		—

(1) Amounts indicated in the table are calculated based on each individual’s current monthly salary multiplied by the number of months described in each individual described under “—Employment Agreement and Offer Letters.”

(2) The value of benefits continuation is based on the cost of COBRA continuation coverage for each individual’s current coverage for the period described under “—Employment Agreement and Offer Letters.”

Potential Payments Upon Termination Following Change of Control

The following table sets forth quantitative estimates of the benefits that would have accrued to our named executive officers as of September 30, 2011, if their employment had been terminated by us without cause or if they experienced a constructive termination, each within 12 months following a change of control.

Name	Severance  Pay(1)		Value of Accelerated Options(2)		Value of Benefits Continuation(3)
Anthony Zingale(4)	$	450,000	$	13,780,277	$	19,358
Bryan J. LeBlanc(5)		230,000		1,355,816		12,905
Brian J. Roddy(6)		210,000		3,110,170		12,905
John McCracken(7)		225,000		1,507,215		12,905
Robert F. Brown, Jr.(8)		185,000		829,183		9,608
David J. Hersh		—		—		—

(1) Amounts indicated in the table are calculated based on each individual’s current monthly salary multiplied by the number of months described in each individual described under “—Employment Agreement and Offer Letters.”

(2) Amounts indicated in the table are calculated as the difference between the fair value of a share of common stock underlying the options subject to accelerated vesting on September 30, 2011 and the exercise price of these options, multiplied by the number of unvested shares. The midpoint of the price range set forth on the cover page of this prospectus is $9.00 and this was used as the estimated stock price.

(3) The value of benefits continuation is calculated based on the cost of COBRA continuation coverage for each individual’s current coverage for a period described under “—Employment Agreement and Offer Letters.”

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(4) As of September 30, 2011, 1,899,936 shares of common stock subject to Mr. Zingale’s options would be accelerated if he were either terminated for any reason or if Mr. Zingale is not hired as the resulting organization’s chief executive officer, each within 12 months following a change of control, which is 100% of the shares subject to options granted to Mr. Zingale that were unvested at September 30, 2011.

(5) As of September 30, 2011, 169,292 shares of common stock subject to Mr. LeBlanc’s options would be accelerated if he were either terminated without cause or resigns for good reason, each within 12 months following a change of control, which is 50% of the shares subject to the options granted to Mr. LeBlanc that were unvested as of September 30, 2011.

(6) As of September 30, 2011, 428,989 shares of common stock subject to Mr. Roddy’s options would be accelerated if he were either terminated without cause or resigns for good reason, each within 12 months following a change of control, which is 50% of the shares subject to the options granted to Mr. Roddy that were unvested as of September 30, 2011.

(7) As of September 30, 2011, 178,214 shares of common stock subject to Mr. McCracken’s options would be accelerated if he were either terminated without cause or resigns for good reason, each within 12 months following a change of control, which is 50% of the shares subject to the options granted to Mr. McCracken that were unvested as of September 30, 2011.

(8) As of September 30, 2011, 98,163 shares of common stock subject to Mr. Brown’s options would be accelerated if he were either terminated without cause or resigns for good reason, each within 12 months following a change of control, which is 50% of the shares subject to the options granted to Mr. Brown that were unvested as of September 30, 2011.

Employee Benefit Plans

2011 Equity Incentive Plan

The board of directors adopted our 2011 Equity Incentive Plan, or the 2011 Plan, on August 23, 2011, and we expect our stockholders will approve it prior to the completion of this offering. Subject to stockholder approval, the 2011 Plan is effective upon the later to occur of its adoption by the board of directors or the registration date, and is not expected to be utilized until after the completion of this offering. The purpose of the 2011 Plan is to attract and retain the best available personnel for positions of substantial responsibility, provide additional incentives to eligible participants, and promote the success of our business. The 2011 Plan provides for the grant of incentive stock options to our employees and any of our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants.

Administration. The Compensation Committee will administer the 2011 Plan after the completion of the offering. Subject to the provisions of the 2011 Plan, the committee has the power to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards and the form of consideration, if any, payable upon exercise. The committee also has the authority to amend existing awards to reduce their exercise price, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the committee and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards with a higher or lower exercise price.

Grant of awards; shares available for awards. A total of 4,010,955 shares of common stock are reserved for issuance pursuant to the 2011 Plan, of which no awards are issued and outstanding. In addition, the shares reserved for issuance under our 2011 Plan will also include (a) those shares reserved but unissued under the 2007 Plan (as defined below) and 2002 Plan (as defined below) as of the date of this prospectus and (b) shares returned to the 2007 Plan and 2002 Plan as the result of expiration or termination of options. The number of shares available for issuance under the 2011 Plan will also include an annual increase on the first day of each fiscal year beginning in 2013, equal to the least of:

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• 3.9% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year; or

• such other amount as the board of directors may determine.

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2011 Plan, the committee will make proportionate adjustments to the number of shares reserved for issuance, the exercise price and the number or type of shares covered by each award.

Stock options. Under the 2011 Plan, we may grant participants incentive stock options, which qualify for special tax treatment under U.S. tax law, as well as nonstatutory stock options. The exercise price of options granted under the 2011 Plan must at least be equal to the fair market value of the common stock on the date of grant, except that options granted to non-U.S. taxpayers may have an exercise price that is less than the fair market value of the common stock on the date of grant if necessary to comply with local law. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. Subject to the provisions of the 2011 Plan, the committee determines the term of all other options. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her award agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term.

Stock appreciation rights. Stock appreciation rights may be granted under the 2011 Plan. Stock appreciation rights allow the participant to receive the appreciation in the fair market value of the common stock between the exercise date and the grant date. Subject to the provisions of the 2011 Plan, the committee determines the terms of the stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her award agreement. Generally, if termination is due to death or disability, the stock appreciation right will remain exercisable for 12 months. In all other cases, the stock appreciation right will generally remain exercisable for three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration of its term.

Restricted stock awards. Awards of restricted stock may be granted under the 2011 Plan, which are grants of shares of common stock that vest in accordance with terms and conditions established by the committee. The committee will determine the number of shares granted and may impose whatever conditions to vesting it determines to be appropriate (for example, the committee may set restrictions based on the achievement of specific performance goals or continued service to us). The committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted stock units. Awards of restricted stock units may be granted under the 2011 Plan, which are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. The committee determines the terms and conditions of restricted stock units including the number of units granted, the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. The committee, in its sole discretion may accelerate the time at which any restrictions will lapse or be removed.

Performance units/performance shares. Awards of performance units and performance shares may be granted under the 2011 Plan, which are awards that will result in a payment to a participant only if performance

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goals established by the committee are achieved or the awards otherwise vest. The committee will establish organizational or individual performance goals in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the committee, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. The committee, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

Outside director awards. The 2011 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2011 Plan.

Transferability. Unless the committee provides otherwise, the 2011 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

Change in control provisions. The 2011 Plan provides that in the event of a merger or “change in control,” as defined in the 2011 Plan, each outstanding award will be treated as the committee determines, including that the successor corporation or its parent or subsidiary will assume or substitute an equivalent award for each outstanding award. The committee is not required to treat all awards similarly. If there is no assumption or substitution of outstanding awards, the awards will fully vest, all restrictions will lapse, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and the awards will become fully exercisable. The committee will provide notice to the recipient that he or she has the right to exercise the option and stock appreciation right as to all of the shares subject to the award, all restrictions on restricted stock will lapse, and all performance goals or other vesting requirements.

Compliance with laws. The 2011 Plan is designed to comply with all applicable federal, state, and foreign laws, including the Securities Act and the Exchange Act.

Amendment and Termination. The board of directors may amend, alter, suspend, or terminate the 2011 Plan at any time, provided that any change that would adversely affect the holder of a previously granted award requires the holder’s written consent. No amendment that requires the approval of our stockholders shall be made without the approval of our stockholders.

2007 Stock Incentive Plan

We established our 2007 Stock Incentive Plan, or the 2007 Plan, in August 2007 and amended it most recently in August 2011. The 2007 Plan provides for the award of incentive stock options, nonqualified stock options, restricted stock purchase rights and restricted stock bonuses.

Administration. The 2007 Plan is administered and interpreted by our board of directors. Currently the board of directors has the full and final power and authority to determine the terms of awards under the 2007 Plan, including designating those persons who will receive awards, the types of awards granted, the fair market value of shares of stock or other property, and the restrictions and conditions that may be applicable to each award and underlying shares. Awards under the 2007 Plan are evidenced by award agreements.

Grant of awards; Shares Available for Awards. Generally, awards under the 2007 Plan may be granted to our employees, consultants and directors or any of our affiliates, other than incentive stock options, which may only be granted to employees. As of September 30, 2011, an aggregate of 20,671,538 shares of our common stock are reserved for issuance under the 2007 Plan. The number of shares issued or reserved pursuant to the 2007 Plan will be adjusted by the board of directors, as it deems appropriate, as the result of stock splits, combination of shares, dividend payable in shares, recapitalization or reclassification. In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2007 Plan, the board of directors will make proportionate adjustments to the number of shares reserved for issuance, the exercise price and the number or type of shares covered by each award.

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Stock options. Under the 2007 Plan, the board of directors may grant participants incentive stock options, which qualify for special tax treatment under U.S. tax law, as well as nonqualified stock options. The board of directors establishes the duration of each option at the time of grant, with a maximum duration of 10 years from the effective date of the grant; provided, however, that an incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of our stock, or of certain of our affiliates, may not have a term in excess of five years. The board of directors also establishes any vesting requirements, including performance criteria or passage of time that must be satisfied prior to the exercise of options. The board of directors establishes the exercise price of options on the grant date. Incentive stock options must have an exercise price that is not less than the fair market value of a share of common stock on the grant date, except that incentive stock options held by participants who own more than 10% of the total combined voting power of all classes of our stock, or of certain of our affiliates, must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. Payment of the exercise price for shares being purchased pursuant to a stock option may be made in cash or check, or, if we permit, by means of a stock tender exercise, a cashless exercise or a net exercise. Unless otherwise determined by the board of directors, after the termination of a participant’s employment or service, he or she may exercise his or her option for 30 days following the termination date, except the time period is 12 months in the case of termination as a result of death or disability.

Restricted stock awards. Restricted stock awards under the 2007 Plan may be made in the form of either restricted stock bonuses or restricted stock purchase rights. Restricted stock bonuses are awards of shares that vest in accordance with terms and conditions established by the board of directors. Restricted stock purchase rights are awards of rights to purchase shares that vest in accordance with terms and conditions established by the board of directors. Except as otherwise provided by an award agreement, recipients of restricted stock awards have all the rights of stockholders with respect to the underlying shares, including the right to vote such shares and receive dividends on such shares. Shares of restricted stock that do not vest for any reason will be subject to repurchase by us.

Change in control provisions. The 2007 Plan provides that in the event of a transaction, as defined under the 2007 Plan, each outstanding option will be treated as the board determines, including that outstanding options may remain in effect in accordance with their terms, be converted into options to purchase stock in one or more corporations that are surviving or acquiring corporations in the transaction, be exercisable for a period of 30 days or less before the consummation of the transaction and be terminated thereafter if not previously exercised, or be accelerated in connection with the transaction and terminated thereafter if not previously exercised.

Compliance with laws. The 2007 Plan is designed to comply with all applicable federal, state and foreign securities laws, including the Securities Act and the Exchange Act. The 2007 Plan and all awards granted thereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code.

Amendment and termination. The board of directors may amend, suspend or terminate the 2007 Plan at any time, provided that any change that would adversely affect the holder of a previously granted award requires the holder’s written consent. No amendment that requires the approval of our stockholders shall be made without the approval of our stockholders.

2002 Equity Incentive Plan

We established the 2002 Equity Incentive Plan, or the 2002 Plan, in July 2002. We ceased making awards under the 2002 Plan in September 2005, however, option awards previously granted and outstanding under the 2002 Plan remain subject to the terms of the 2002 Plan and the applicable award agreement. The 2002 Plan provided for the award of incentive stock options and nonqualified stock options, the grant of stock bonuses and the right to acquire restricted stock.

Administration. The 2002 Plan is administered and interpreted by our board of directors. The board of directors has the full and final power and authority to determine the terms of option awards, stock bonuses and restricted stock issuances under the 2002 Plan, including designating those persons who received awards,

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bonuses and issuances, the number of shares to be subject to each award, bonus and issuance, the fair market value of shares of stock or other property, and the restrictions and conditions that may be applicable to each award, bonus and issuance as well as to the underlying shares to which they pertain. All decisions, determinations, and interpretations of the board of directors is final and binding on all participants. Issuances and grants under the 2002 Plan are evidenced by agreements between us and the recipient.

Grant of option awards; shares available for awards. Generally, option awards, stock bonuses and restricted stock issuances under the 2002 Plan could have been provided to our employees, consultants and directors or any of our affiliates, other than incentive stock options, which could have only been granted to employees. As of September 30, 2011, an aggregate of 6,556,778 shares of our common stock had been reserved in connection with exercised and outstanding options under the 2002 Plan. The exercise price and number of shares issued pursuant to options under the 2002 Plan will be adjusted proportionally by the board of directors, as it deems appropriate, as the result of a stock split, reverse stock split, stock dividend, combination or reclassification of shares, or any other increase or decrease in the number of shares effected without receipt of consideration by us.

Stock options. Under the 2002 Plan, the board of directors granted participants incentive stock options, which qualified for special tax treatment under U.S. tax law, as well as nonstatutory stock options. The board of directors established the duration of each option at the time of grant, with a maximum duration of 10 years from the effective date of the grant; provided, however, that an incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of our stock, or of certain of our affiliates, could not have a term in excess of five years. The board of directors also established any vesting requirements, including performance criteria or passage of time, that must be satisfied prior to the exercise of options. Incentive stock option grants were required to have an exercise price that was not less than the fair market value of a share of common stock on the grant date, while nonstatutory stock option grants were required to have an exercise price that was not less than 85% of the fair market value of a share of common stock on the grant date, except that incentive stock options held by participants who own more than 10% of the total combined voting power of all classes of our stock, or of certain of our affiliates, must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. Payment of the exercise price for shares being purchased pursuant to a stock option may be made in cash or check, by issuance of a promissory note, by means of a stock tender exercise, a cashless exercise or a net exercise or by a combination of the foregoing. Unless otherwise determined by the board of directors, after the termination of a participant’s employment or service, he or she may exercise his or her option for at least 30 days (or, if no time period is specified in the award agreement, 3 months) following the termination date, except the time period is 12 months in the case of termination as a result of death or disability.

Restricted stock awards. Restricted stock awards under the 2002 Plan could have been in the form of either restricted stock bonuses or restricted stock purchase rights. Except as otherwise provided by an award agreement, recipients of restricted stock awards have all the rights of stockholders with respect to the underlying shares, including the right to vote such shares and receive dividends on such shares. Shares of restricted stock that do not vest for any reason will be subject to repurchase by us.

Change in control provisions. In the event of a merger or sale of substantially all of the assets of the company, the surviving entity (or the parent or subsidiary of the surviving entity) may assume or continue the rights and obligations under any outstanding option, or may substitute substantially equivalent options with respect to the surviving entity’s stock. In the event that a successor corporation does not assume or substitute an equivalent option for any outstanding option, then such option will fully vest and become exercisable, if applicable, for a period of 15 days from the date that notice of the transaction is provided. The option will then terminate upon the expiration of that period.

Compliance with laws. The 2002 Plan is designed to comply with all applicable federal, state and foreign securities laws, including the Securities Act and the Exchange Act.

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Amendment and termination. The board of directors may amend, alter, suspend or terminate the 2002 Plan at any time, provided that any change that would impair the rights of the holder of a previously granted option requires the holder’s written consent. However, no amendment that requires the approval of our stockholders shall be made without the approval of our stockholders.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under our 401(k) plan, employees may elect to defer up to 90% of their eligible compensation subject to applicable annual limits set pursuant to the Code. We make a nondiscretionary matching contribution equal to 100% of the first 3% and 50% of the next 2% of compensation contributed by employees. We made matching contributions of $0.3 million, $0.4 million and $0.8 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $0.6 million and $1.0 million for the nine months ended September 30, 2010 and 2011, respectively. Pre-tax contributions and matching contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We intend for the 401(k) plan to qualify under Sections 401(a) and 501(a) of the Code so that contributions by employees to the 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from the 401(k) plan.

Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation and our amended and restated bylaws, each to be effective upon the completion of this offering, will provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits us from limiting the liability of our directors for the following:

• any breach of the director’s duty of loyalty to us or to our stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• unlawful payment of dividends or unlawful stock repurchases or redemptions; and

• any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and amended and restated bylaws also include indemnification of our directors and officers for expenses and liabilities incurred by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity.

If Delaware law is amended to authorize corporate action further eliminating the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and our amended and restated bylaws, we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide for the indemnification of our directors and executive officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by

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them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as in the indemnification agreements, are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than compensation arrangements with our directors and executive officers described in “Management” and “Executive Compensation,” we describe below transactions and series of similar transactions, during our last three fiscal years, to which we were a party or will be a party, in which:

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Investors’ Rights Agreement

We are party to an investors’ rights agreement which provides that holders of our convertible preferred stock, including certain holders of more than 5% of our capital stock and entities affiliated with certain of our directors, have certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. Entities affiliated with Sequoia Capital, KPCB Holdings, Inc., Matthew Tucker, William (Bill) Lynch and David Hersh are parties to the investors’ rights agreement. For a more detailed description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Repurchases of Shares

In April 2009, we repurchased 760,376 shares of our common stock from Mr. Tucker, one of our co-founders, Chief Technology Officer and then member of our board of directors, at the then current fair market value of $0.56 as determined by our board of directors, for aggregate consideration of $425,811. We paid Mr. Tucker $160,000 in cash and $265,811 by execution of a subordinated convertible promissory note, dated April 21, 2009. This note bore interest at a rate of 4.25% per annum and has been fully repaid.

In April 2009, we repurchased 760,376 shares of our common stock from Mr. Lynch, one of our co-founders, Vice President of Product Management and a member of our board of directors, at the then current fair market value of $0.56 as determined by our board of directors, for aggregate consideration of $425,811. We paid Mr. Lynch $105,000 in cash and $320,811 by execution of a subordinated convertible promissory note, dated April 21, 2009. This note bore interest at a rate of 4.25% per annum and has been fully repaid.

We made these repurchases to increase the number of shares available for granting of equity awards to employees without diluting existing investors and to provide liquidity to our co-founders.

Subordinated Convertible Promissory Note

In April 2009, Hawkswatch Holdings, LLC loaned us $265,000, pursuant to a subordinated convertible promissory note, dated April 21, 2009. This subordinated convertible promissory note bore interest at a rate of 4.25% per annum. In October 2009, $270,400, which included the principal amount and accrued but unpaid interest under this note, automatically converted into shares of our Series B preferred stock pursuant to the terms of the note. See “Series B Preferred Stock Transaction” for the number and dollar amount of Series B preferred stock we granted Hawkswatch Holdings. Mr. Lanfri, a member of our board of directors, controls Hawkswatch Holdings.

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Series B Preferred Stock Transaction

In October 2009, we sold an aggregate of 3,335,817 shares of our Series B preferred stock at a purchase price per share of $3.68, for an aggregate purchase price of $12.3 million. The following table summarizes purchases of our Series B preferred stock by members of our board of directors and persons who hold more than 5% of our outstanding capital stock:

Name of Stockholder	Shares of Series B Preferred Stock	Total Purchase  Price
Entities affiliated with Sequoia Capital(1)	3,262,306	$	12,000,001
Hawkswatch Holdings	73,511	$	265,000

(1) Affiliates of Sequoia Capital holding our securities whose shares are aggregated for purposes of reporting share ownership information include Sequoia Capital Growth Fund III, Sequoia Capital Growth Partners III and Sequoia Capital Growth III Principals Fund. Mr. Goetz, a member of our board of directors, is a Partner at Sequoia Capital.

Series C Preferred Stock Transactions

In July 2010, we sold an aggregate of 5,787,930 shares of our Series C preferred stock at a purchase price per share of $5.18, for an aggregate purchase price of $30.0 million. In July 2010, in connection with our Series C preferred stock financing, we issued warrants to purchase an aggregate of 3,858,620 shares of our Series C preferred stock at an exercise price per share of $10.37. The following table summarizes purchases of our Series C preferred stock by persons who hold more than 5% of our outstanding capital stock in July 2010:

Name of Stockholder	Shares of Series C Preferred Stock		Total Purchase  Price
KPCB Holdings, Inc.(1)		3,858,620	$	19,987,652
Entities Affiliated with Sequoia Capital		1,929,310	$	9,993,826

(1) Mr. Schlein, a member of our board of directors, is a Partner at Kleiner Perkins Caufield & Byers.

The following table summarizes the warrants to purchase shares of our Series C preferred stock issued in July 2010 in connection with our Series C preferred stock financing to persons who hold more than 5% of our outstanding stock:

Name of Stockholder	Shares of Series C Preferred Stock Subject to Warrants
KPCB Holdings, Inc.	1,929,310
Entities Affiliated with Sequoia Capital	1,929,310

In September 2011, all Series C preferred stock warrants were exercised for 3,858,620 shares of Series C preferred stock at a purchase price of $10.37 per share for an aggregate exercise price of $40.0 million. The following table summarizes purchases of our Series C preferred stock from these warrant exercises by persons who hold more than 5% of our outstanding capital stock in September 2011:

Name of Stockholder	Shares of Series C Preferred Stock Purchased upon Exercise of Warrant		Total Purchase  Price
KPCB Holdings, Inc.		1,929,310	$	19,999,999
Entities Affiliated with Sequoia Capital		1,929,310	$	19,999,999

Indemnification for Executive Officers and Directors

We have entered into indemnification agreements with each of our current directors, officers and some employees before the completion of this offering. See “Executive Compensation—Limitation on Liability and Indemnification Matters.”

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Policies and Procedures for Related Person Transactions

We intend to adopt a written related person transactions policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related person transaction with us without the prior consent of our Audit Committee, or other independent members of our board of directors in the event it is inappropriate for our Audit Committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Although we have not had a written policy for the review and approval of transactions with related persons, our board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including all of the transactions described above. Prior to approving such a transaction, the material facts as to a director’s or officer’s relationship or interest as to the agreement or transaction were disclosed to our board of directors. Our board of directors would take this information into account when evaluating the transaction and in determining whether such transaction was fair to the company and in the best interest of all of our stockholders.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2011, by:

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

• each of our directors and named executive officers;

• all of our directors and executive officers as a group; and

• the selling stockholders, which consist of the entities and individuals shown as having shares listed in the column “Shares Being Offered.”

In accordance with the rules of the SEC, beneficial ownership includes sole or shared voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable within 60 days of the determination date, which in the case of the following table is September 30, 2011. Shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. The percentage of beneficial ownership prior to this offering is based on 48,876,459 shares of common stock outstanding as of September 30, 2011, assuming the conversion of all outstanding shares of our redeemable convertible preferred stock as of September 30, 2011 into 23,082,367 shares of our common stock. The percentage of beneficial ownership following this offering is based on 58,142,097 shares of common stock outstanding after the closing of this offering, assuming no exercise of the underwriters’ over-allotment option. Unless otherwise indicated, based on the information supplied to us by or on behalf of the selling stockholders, no selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

Unless otherwise indicated, the address for each listed stockholder is c/o Jive Software, Inc., 325 Lytton Avenue, Suite 200, Palo Alto, California 94301. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as beneficially owned by the person.

	Beneficial Ownership Prior to the Offering(1)					Shares Being Offered(2)		Beneficial Ownership After the Offering(1)
Beneficial Owner	Number		Percent					Number		Percent
Greater than 5% Stockholders:
Entities affiliated with Sequoia Capital(3)		16,975,233		34.73	%		—		16,975,233		29.20
Entities affiliated with Kleiner Perkins Caufield & Byers(4)		6,667,930		13.64			—		6,667,930		11.47
David J. Hersh(5)		3,259,785		6.67			500,000		2,759,785		4.75
Matthew Tucker(6)		7,071,265		14.47			550,000		6,521,265		11.22
Named Executive Officers and Directors:
Anthony Zingale(7)		3,587,415		6.98			339,742		3,247,673		5.39
Bryan J. LeBlanc(8)		737,488		1.49			50,000		687,488		1.17
William Lynch(9)		7,076,265		14.48			700,000		6,376,265		10.97
Brian J. Roddy(10)		482,612		*			—		482,612		*
John McCracken(11)		831,661		1.68			80,000		751,661		1.28
Robert F. Brown, Jr.(12)		460,120		*			60,000		400,120		*
David G. DeWalt		—		*			—		—		*
James J. Goetz(13)		16,975,233		34.73			—		16,975,233		29.20
Jonathan G. Heiliger		—		*			—		—		*
William A. Lanfri(14)		581,058		1.19			—		581,058		1.00
Sundar Pichai		—		*			—		—		*
Charles (Chuck) J. Robel		—		*			—		—		*
Theodore (Ted) E. Schlein(15)		6,667,930		13.64			—		6,667,930		11.47
Directors and Executive Officers as a group (13 persons)		36,939,662		69.40			1,169,742		35,769,920		57.60

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	Beneficial Ownership Prior to the Offering(1)					Shares Being Offered(2)		Beneficial Ownership After the Offering(1)
Beneficial Owner	Number		Percent					Number		Percent
Certain Other Selling Stockholders
Sam Lawrence(16)		647,291		1.32	%		200,000		447,291		*
Scott Campbell		508,466		1.04	%		150,000		358,466		*
Christopher Lochhead(17)		412,000		*			412,000		—		*
Derek DeMoro(18)		400,000		*			20,000		380,000		*
Ari Newman(19)		330,713		*			125,000		205,713		*
Bruce Ritchie(20)		177,753		*			30,000		147,753		*
All other selling stockholders(21)		375,913		*			150,395		225,518		*

* Represents beneficial ownership of less than 1% of the outstanding common stock.

(1) There is currently no restricted stock which shall vest within 60 days of September 30, 2011 to the benefit of the executive officers or directors listed in the table above. Options exercisable within 60 days of September 30, 2011 are as denoted below.

(2) Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(3) Includes 16,065,406 shares held by Sequoia Capital Growth Fund III, 746,659 shares held by Sequoia Capital Growth III Principals Fund, 138,168 shares held by Sequoia Capital Growth Partners III and 25,000 shares held by SCGE Fund, L.P., collectively the Sequoia Funds. SCGF III Management, LLC is the general partner of Sequoia Capital Growth Fund III and Sequoia Capital Growth Partners III, and the managing member of Sequoia Capital Growth III Principals Fund (collectively referred to as Sequoia Capital). The managing members of SCGF Management III, LLC, Roelof Botha, J. Scott Carter, James J. Goetz, Michael Goguen, Douglas Leone and Michael Moritz, have shared voting and dispositive powers over the shares. Mr. Goetz is a member of our board of directors. The address for Sequoia Capital is 3000 Sand Hill Road, 4-250, Menlo Park, CA 94025.

(4) Includes 6,667,930 shares held by KPCB Holdings, Inc. KPCB Holdings, Inc. is nominee for Kleiner Perkins Caufield & Byers XIII, LLC. Kleiner Perkins Caufield & Byers XIII, LLC has one managing member, KPCB XIII Associates, LLC. The managing members of KPCB XIII Associates, LLC, Brook H. Byers, L. John Doerr, Raymond J. Lane, Joseph Lacob, and Theodore Schlein, have shared voting and dispositive power over the shares. Mr. Schlein is a member of our board of directors. The address for KPCB Holdings, Inc. is 2750 Sand Hill Road, Menlo Park, CA 94025.

(5) These shares were pledged as collateral on June 2, 2011 for a loan provided by Silicon Valley Bank, or SVB, to Mr. Hersh.

(6) Includes 6,044,141 shares held by the Matthew Tucker Trust under agreement dated May 26, 2011 and 1,000,000 shares held by the Matthew Tucker 2011 Grantor Retained Annuity Trust under agreement dated June 1, 2011, of which trusts Mr. Tucker is trustee.

(7) Includes 2,498,392 shares of common stock issuable pursuant to options which are exercisable at any time.

(8) Includes 737,488 shares of common stock issuable pursuant to options exercisable within 60 days of September 30, 2011.

(9) Includes shares held by The William Matthew Lynch Trust dated May 6, 2011 fbo William Matthew Lynch.

(10) Includes 482,612 shares of common stock issuable pursuant to options exercisable within 60 days of September 30, 2011.

(11) Includes 631,661 shares of common stock issuable pursuant to options exercisable within 60 days of September 30, 2011.

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(12) Includes 360,120 shares of common stock issuable pursuant to options exercisable within 60 days of September 30, 2011.

(13) Consists of shares listed in footnote (3) above, which are held by the entities associated with Sequoia Capital. Mr. Goetz, one of our directors, is a managing member and venture investor of the general partner of the Sequoia funds, and therefore may be deemed to share voting power and investment control over the shares held by these entities.

(14) Includes shares held in the name of Hawkswatch Holdings, LLC, one of our directors, is the sole member of Hawkswatch Holdings and therefore is deemed to have voting power and investment control over the shares held by this entity.

(15) Consists of shares listed in footnote (4) above, which are held by KPCB Holdings, Inc. Mr. Schlein, one of our directors, is a managing partner of the general partner of KPCB Holdings, Inc., and therefore may be deemed to share voting power and investment control over the shares held by KPCB Holdings, Inc.

(16) Mr. Lawrence is a former employee.

(17) Consists of 412,000 shares issuable pursuant to stock options exercisable within 60 days of September 30, 2011. Mr. Lochhead is a former member of our board of directors.

(18) Consists of 400,000 shares issuable pursuant to stock options exercisable within 60 days of September 30, 2011. Mr. DeMoro is an employee of ours.

(19) Includes 18,333 shares issuable pursuant to stock options exercisable within 60 days of September 30, 2011. Mr. Newman is an employee of ours.

(20) Consists of 177,753 shares issuable pursuant to stock options exercisable within 60 days of September 30, 2011. Mr. Ritchie is an employee of ours.

(21) Represents shares held by 4 selling stockholders not listed above who, as a group, own less than 1.0% of our outstanding common stock prior to this offering.

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DESCRIPTION OF CAPITAL STOCK

General

Upon the closing of this offering, our amended and restated certificate of incorporation will authorize us to issue up to 290,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001, all of which preferred stock will be undesignated. The following information reflects the filing of our amended and restated certificate of incorporation and the conversion of all outstanding shares of our redeemable convertible preferred stock into 23,082,367 shares of common stock immediately prior to the closing of this offering.

As of September 30, 2011 we had issued and outstanding:

• 48,017,808 shares of common stock held by approximately 196 stockholders;

• 127,000 shares of common stock issuable upon exercise of a warrant at an exercise price of approximately $7.87 per share;

• 16,274,820 shares of common stock issuable upon exercise of outstanding stock options, with a weighted average exercise price of $2.94 per share (including 932,305 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options at the closing of this offering); and

• 858,651 shares of our common stock that are issued and outstanding but that were subject to a right of repurchase by us and therefore not included in stockholders’ equity (deficit).

Upon the closing of this offering and based on shares of our common stock outstanding as of September 30, 2011, 57,299,381 shares of our common stock will be outstanding, assuming (1) the conversion of all outstanding shares of our convertible preferred stock into 23,082,367 shares of our common stock immediately prior to the closing of this offering, (2) the net exercise of the outstanding warrant into an aggregate of 15,935 shares of our common stock, assuming an initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, (3) no additional exercises of options to purchase common stock outstanding as of September 30, 2011, and (4) no exercise of the underwriters’ over-allotment option.

The following descriptions of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified in their entirety by reference to the amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the closing of this offering, and applicable law. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

Common Stock

Dividend Rights

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends after the offering or in the foreseeable future.

Voting Rights

Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors.

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Liquidation

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Warrants

As of September 30, 2011, there was an outstanding warrant to purchase 127,000 shares of our common stock at an exercise price of $7.87 per share. This warrant will have been exercised prior to the close of this offering.

Preferred Stock

Upon the closing of this offering, our board of directors will have the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon the closing of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Registration Rights

After the closing of this offering, certain holders of our common stock will be entitled to rights with respect to the registration of their shares under the Securities Act of 1933, or the Securities Act. These registration rights are contained in our Third Amended and Restated Investors’ Rights Agreement, or IRA, dated as of March 28, 2011 and are described in additional detail below. We, along with Messrs. Tucker, Lynch and Hersh, KPCB Holdings, Inc., entities affiliated with Sequoia Capital and certain other parties are parties to the IRA. We originally entered into the IRA in connection with our Series A financing in August 2007 and it was amended in each of our future preferred stock financing rounds. The IRA was most recently amended in March 2011 to provide for Mr. Tucker’s nomination to stand for election to our board of directors at the expiration of Mr. Lynch’s term of service as a Class I director in May 2012. These registration rights will expire five years following the closing of this offering, or, with respect to any particular stockholder, when such stockholder is able to sell all of its shares pursuant to Rule 144 of the Securities Act or a similar exemption during any 90-day period without volume limitations. We will pay the registration expenses (other than underwriting discounts and selling commissions) of the holders of the shares registered pursuant to the registrations described below. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. In connection with this offering, each stockholder that has registration rights agreed not to sell or otherwise dispose of any securities without the prior written consent of the underwriters for a period of 180 days after the date of this prospectus, subject to certain terms and conditions. For more information regarding such restrictions, see “Underwriters.”

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Demand Registration Rights

After the closing of this offering, the holders of approximately 24,559,789 shares of our common stock will be entitled to certain demand registration rights. Six months after the closing of this offering, the holders of at least 25% of these shares then outstanding can request that we register the offer and sale of at least 20% of their shares. The request for registration must cover at least that number of shares with an anticipated gross offering price of at least $15.0 million. If we determine that it would be seriously detrimental to our stockholders to effect such a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 120 days. Additionally, we will not be required to effect a demand registration during the period beginning with the date of filing of, and ending 180 days following the effectiveness of a registration statement relating to the initial public offering of our securities.

Piggyback Registration Rights

After the closing of this offering, if we propose to register the offer and sale of any of our securities under the Securities Act, in connection with the public offering of such securities the holders of up to approximately 40,404,104 shares of our common stock will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to (1) a registration related to a company stock plan and (2) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of our common stock, the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

S-3 Registration Rights

After the closing of this offering, the holders of up to approximately 24,686,789 shares of our common stock may make a written request that we register the offer and sale of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 so long as the request covers at least that number of shares with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $0.5 million. These stockholders may make an unlimited number of requests for registration on Form S-3; however, we will not be required to effect a registration on Form S-3 if we have effected one such registrations in a given six-month period. Additionally, if we determine that it would be seriously detrimental to our stockholders to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 120 days.

Anti-Takeover Effects of Delaware General Corporation Law and Our Amended and Restated Certificate of Incorporation and Bylaws

Section 203 of the General Corporation Law of the State of Delaware

We are subject to the “business combination” provisions of Section 203 of the Delaware General Corporation Law, or DGCL. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

• the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

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• on or subsequent to such date the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 ²/3% of the outstanding voting stock which is not owned by the interested stockholder.

In general, a “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Certificate of Incorporation and Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws to be in effect upon the closing of this offering will provide for the following:

• our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms;

• our stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors;

• our board of directors may issue shares of preferred stock and determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval;

• our directors may be removed by stockholders only for cause, and only our board of directors may fill vacancies created by expansion of our board of directors or the resignation, death or removal of a director;

• subject to the rights of holders of any series of preferred stock then outstanding, all stockholder actions must be effected at a duly called meeting of stockholders and not by a consent in writing, and only a majority of our board of directors, the Chairperson of our board of directors, the chief executive officer, or the president (in the absence of a chief executive officer) may call a special meeting of stockholders;

• our stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder meeting; and

• subject to the rights of holders of any series of preferred stock then outstanding, a 66 ²/3% stockholder vote is required for the rescission, alteration, amendment or repeal of the foregoing provisions of our certificate of incorporation or bylaws by stockholders, and our board of directors may amend the bylaws by majority vote.

The combination of the classification of our board of directors, the lack of cumulative voting and the 66 ²/3% stockholder voting requirements will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions may have the effect of deterring unsolicited takeover attempts or delaying or preventing changes in control of our company or changes in management. They are intended to enhance our long-term value to our stockholders by increasing the likelihood of continued stability in the composition of our board of

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directors and its policies and discouraging certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Transfer Agent and Registrar

Upon the closing of this offering, the transfer agent and registrar for our common stock will be BNY Mellon Shareowner Services.

Stock Exchange Listing

We have applied to have our common stock listed on The Nasdaq Global Select Market under the symbol “JIVE.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock, and although we expect that our common stock will be approved for listing on The Nasdaq Global Select Market, we cannot assure you that there will be an active public market for our common stock following this offering. Future sales of substantial amounts of our common stock, including shares issued upon the exercise of outstanding options or warrants, in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon the closing of this offering, based on our shares outstanding as of September 30, 2011, we will have 57,299,381 shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option, the conversion of all outstanding shares of convertible preferred stock, the net exercise of the outstanding warrant into an aggregate of 15,935 shares of our common stock assuming an initial public offering price of $9.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and no exercise of any options as of September 30, 2011. Of these shares, the 11,700,470 shares, or 13,455,540 shares if the underwriters exercise their over-allotment option in full, sold in this offering by us and the selling stockholders will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining 45,528,911 shares of common stock existing are “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act. As a result of the contractual 180-day lock-up period described below and the provisions of Rules 144 and 701, these shares will be available for sale in the public market as follows:

Number of Shares	Date
154,277	On the date of this prospectus.
45,528,911	At various times after 180 days from the date of this prospectus (subject, in some cases, to volume limitations).

Rule 144

In general, under Rule 144 as currently in effect, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

• 1% of the number of shares of common stock then outstanding, which will equal approximately 572,994 shares immediately after this offering; or

• the average weekly reported volume of trading of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding

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period increases to one year if we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the stockholder and other factors.

Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.

The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by “affiliates” under Rule 144 without compliance with its one-year minimum holding period requirement.

Registration Rights

Upon the closing of this offering, the holders of up to approximately 40,404,104 shares of our common stock, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates.

Stock Options

As of September 30, 2011 options to purchase a total of 16,274,820 shares of common stock were outstanding. All of the shares subject to options are subject to lock-up agreements. An additional 511,604 shares of common stock were available for future option grants under our 2007 Plan.

Upon the closing of this offering, we intend to file a registration statement under the Securities Act covering all shares of common stock subject to outstanding options or issuable pursuant to our equity plans. Shares registered under this registration statement will be available for sale in the open market, subject to Rule 144 volume limitations applicable to affiliates, vesting restrictions with us or the contractual restrictions described below.

Lock-up Agreements

Our officers, directors and substantially all of our stockholders, who, as of the date hereof, hold an aggregate of approximately 48,077,699 shares of our common stock on an as-converted basis, have agreed with the underwriters, subject to limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for common stock or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days after the date of this prospectus, without the prior written consent of Morgan Stanley & Co. LLC and Goldman, Sachs & Co. on behalf of the underwriters.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our common stock to non-U.S. holders, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. Except to the limited extent below, this summary does not address tax considerations arising under estate or gift tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• persons subject to the alternative minimum tax;

• tax-exempt organizations or tax-qualified retirement plans;

• real estate investment trusts or regulated investment companies;

• controlled foreign corporations or passive foreign investment companies;

• persons who acquired our common stock as compensation for services;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below);

• certain former citizens or long-term residents of the United States;

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

• persons deemed to sell our common stock under the constructive sale provisions of the Code.

In addition, if a partnership (including any other entity classified as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, this summary does not address tax considerations applicable to partnerships that hold our common stock, and partners in such partnerships should consult their tax advisors.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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Non-U.S. Holder Defined

For purposes of this discussion, you are a non-U.S. holder if you are any holder, other than:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation, created or organized in the United States or under the laws of the United States or any political subdivision thereof;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a U.S. person.

If you are an individual, you may, in many cases, be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For these purposes, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Resident aliens are subject to U.S. federal income tax as if they were U.S. citizens. Such an individual is urged to consult his or her own tax advisor regarding U.S. federal income tax consequences of the ownership of our common stock.

Distributions

We have not made any distributions on our common stock, and we do not plan to make any distributions for the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock.

Any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. Generally, in order for us or our paying agent to withhold tax at a lower treaty rate, a non-U.S. holder must certify its entitlement to treaty benefits. A non-U.S. holder generally can meet this certification requirement by providing a Form W-8BEN (or any successor form) or appropriate substitute form to us or our paying agent. If the holder holds the stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. For payments made to a foreign partnership or other pass-through entity, the certification requirements generally apply to the partners or other owners rather than to the partnership or other entity, and the partnership or other entity must provide the partners’ or other owners’ documentation to us or our paying agent.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business are exempt from such withholding tax. In order to obtain this exemption, you must provide us with an applicable IRS form W-8 (generally Form W-8ECI) properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits and subject to an applicable income tax treaty providing otherwise. In addition, if you are a corporate non-U.S. holder, dividends that you receive that are effectively connected with your conduct of a U.S. trade or business, subject to certain adjustments, may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

If you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may be able to obtain a refund of any excess amounts currently withheld if you timely file an appropriate claim for refund with the IRS.

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Gain on Disposition of Common Stock

You generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

• the gain is effectively connected with your conduct of a U.S. trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by you in the United States);

• you are an individual who holds our common stock as a capital asset (generally, an asset held for investment purposes) and who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

• our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation” for U.S. federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock.

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as a U.S. real property interest only if you actually or constructively hold more than 5% of such regularly traded common stock at any time during the applicable period that is specified in the Code.

If you are a non-U.S. holder described in the first bullet above, you will generally be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and corporate non-U.S. holders described in the first bullet above may be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by U.S. source capital losses (even though you are not considered a resident of the United States). You should consult any applicable income tax or other treaties that may provide for different rules.

Federal Estate Tax

Our common stock that is held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends or of proceeds on the disposition of stock made to you may be subject to additional information reporting and backup withholding (currently at a rate of 28%) unless you establish an exemption, for example by properly certifying your non-U.S. status on a Form W-8BEN or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

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Backup withholding is not an additional tax; rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained, provided that the required information is furnished to the IRS in a timely manner.

Recent Legislative Developments

Recent legislation, which will be phased in beginning on January 1, 2014, generally imposes withholding at a rate of 30% on payments to certain foreign entities (including financial institutions, as specifically defined in this new legislation) of dividends on, and the gross proceeds of dispositions of, U.S. common stock, unless various U.S. information reporting and due diligence requirements (that are different from, and in addition to, the beneficial owner certification requirements described above) have been satisfied that generally relate to ownership by U.S. persons of interests in or accounts with those entities. You should consult your tax advisor regarding the possible implications of this legislation on your investment in our common stock.

THE PRECEDING DISCUSSION OF UNITED STATES FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, Morgan Stanley & Co. LLC and Goldman, Sachs & Co. are acting as representatives and lead book-running managers. Citigroup Global Markets Inc. and UBS Securities LLC are acting as joint book-running managers for the offering. The underwriters have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
Goldman, Sachs & Co.
Citigroup Global Markets Inc.
UBS Securities LLC
BMO Capital Markets Corp.
Wells Fargo Securities, LLC
Total		11,700,470

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the initial public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $             a share under the initial public offering price. Any underwriter may allow a concession not in excess of $             a share to other underwriters or to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional 1,755,070 shares of our common stock at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

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The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 1,755,070 shares of our common stock from us and the selling stockholders.

	Total
	Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by:
Us
The selling stockholders
Proceeds, before expenses, to us
Proceeds, before expenses, to the selling stockholders

The offering expenses payable by us, exclusive of the underwriting discounts and commissions, are estimated to be approximately $2.6 million, which includes legal, accounting and printing costs and various other fees associated with the registration and listing of our common stock.

The underwriters have informed us and the selling stockholders that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We have applied to have our common stock listed on The Nasdaq Global Select Market under the trading symbol “JIVE.”

We, the selling stockholders, all of our directors and officers and the holders of approximately 95.92% of our outstanding stock on a fully-diluted basis immediately prior to this offering have agreed that we and they will not, during the period ending 180 days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or other securities convertible into or exercisable or exchangeable for common stock; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in these first two bullets is to be settled by delivery of common stock or such other securities, in cash or otherwise; or

• in our case, file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock.

The foregoing may be waived by Morgan Stanley & Co. LLC and Goldman, Sachs & Co.

The restrictions described in the two immediately preceding paragraphs shall not apply to:

• transactions by a director, officer or stockholder relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with subsequent sales of common stock or other securities acquired in such open market transactions;

• the sale of shares of common stock pursuant to the underwriting agreement;

• transfers of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock by a director, officer or stockholder (i) as a bona fide gift, or gifts, (ii) to a trust for the

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direct or indirect benefit of the director, officer, stockholder or immediate family member, or (iii) as part of a distribution to an affiliate of such stockholder, including limited partners, members or stockholders; provided that it shall be a condition of the transfer that each transferee or donee shall sign and deliver a copy of the lock-up agreement prior to or upon such transfer and no filing under Section 16(a) of the Exchange Act is required or voluntarily made during the 180-day restricted period; or

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that the plan does not provide for the transfer of common stock during the 180-day restricted period and that no public filing or other public announcement of the plan by us or such holders regarding the establishment of such plan is made during this 180-day restricted period.

In addition, all of our directors and officers and the holders of substantially all of our outstanding stock, stock options, and warrants have also agreed that, without the prior written consent of Morgan Stanley & Co. LLC and Goldman, Sachs & Co. on behalf of the underwriters, they will not, during the period ending 180 days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

The 180-day restricted period described in the preceding paragraphs will be automatically extended if:

• during the last 17 days of the 180-day restricted period we issue an earnings release or material news or announce a material event relating to us occurs, or

• prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period,

in which case the restrictions described in the preceding paragraphs will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

In order to facilitate this offering of our common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, to stabilize the price of the common stock, the underwriters may bid for, and purchase, shares of common stock in the open market. The underwriting syndicate also may reclaim selling concessions allowed to an underwriter or a dealer for distributing the common stock in the offering, if the syndicate repurchases previously distributed common stock to cover syndicate short positions or to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time. The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

We, the selling stockholders and the several underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

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The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In the ordinary course of business, we have, and may in the future, sell products or services to one or more of the underwriters in arms length transactions on market competitive terms.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations among us, the selling stockholders, and the representatives of the underwriters. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours. The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member

133

State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

134

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

135

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Fenwick & West LLP, Mountain View, California, is acting as counsel to the underwriters.

EXPERTS

The consolidated financial statements of Jive Software, Inc. as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, have been included herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein and upon the authority of said firm as experts in accounting and auditing. Their report refers to a change to the method of accounting for revenue.

The consolidated financial statements of OffiSync Corporation, as of December 31, 2010, and for the year ended December 31, 2010, have been included herein in reliance upon the reports of KPMG LLP, independent auditors, appearing elsewhere herein and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to this offering of our common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits and the financial statements and notes filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be referenced for the complete contents of these contracts and documents. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at http://www.jivesoftware.com. Upon completion of this offering, you may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus or the registration statement of which it forms a part.

136

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

JIVE SOFTWARE, INC.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2009 and 2010 and September 30, 2011 (unaudited)	F-3
Consolidated Statements of Operations for the years ended December  31, 2008, 2009 and 2010 and the nine months ended September 30, 2010 and 2011 (unaudited)	F-4
Consolidated Statements of Redeemable and Convertible Preferred Stock, Stockholders’ Deficit and Comprehensive Loss for the years ended December 31, 2008, 2009 and 2010 and the nine months ended September 30, 2011 (unaudited)	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2009 and 2010 and the nine months ended September 30, 2010 and 2011 (unaudited)	F-7
Notes to Consolidated Financial Statements	F-8
OFFISYNC CORPORATION
Independent Auditors’ Report	F-38
Consolidated Balance Sheet as of December 31, 2010 and March 31, 2011 (unaudited)	F-39
Consolidated Statement of Operations for the year ended December  31, 2010 and the three months ended March 31, 2010 and 2011 (unaudited)	F-40
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2010 and the three months ended March 31, 2011 (unaudited)	F-41
Consolidated Statement of Cash Flows for the year ended December 31, 2010 and the three months ended March 31, 2011 (unaudited)	F-42
Notes to Consolidated Financial Statements	F-43
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	F-49

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Jive Software Inc.:

We have audited the accompanying consolidated balance sheets of Jive Software Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, redeemable convertible preferred stock, stockholders’ deficit and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jive Software and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in note 2 to the financial statements, the Company has elected to change its method of accounting for revenue in 2010.

/s/ KPMG LLP

Portland, OR

June 16, 2011, except as to notes 13 and 18,

which are as of August 24, 2011

F-2

JIVE SOFTWARE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31,						September 30, 2011			Pro Forma Stockholders’ Equity at September 30, 2011
	2009			2010
							(Unaudited, see note 2e)
Assets
Current assets:
Cash and cash equivalents	$	22,078		$	43,348		$	72,605
Accounts receivable, net		8,347			20,344			24,780
Prepaid expenses and other current assets		1,182			3,031			5,469
Total current assets		31,607			66,723			102,854
Property and equipment, net		2,038			6,771			11,378
Goodwill		—			831			17,265
Intangible assets, net		1			2,807			12,100
Other assets		476			408			347
Total assets	$	34,122		$	77,540		$	143,944
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,684		$	2,458		$	8,602
Accrued payroll and related liabilities		1,452			3,706			4,908
Accrued sales and use tax		331			923			818
Other accrued liabilities		1,875			2,944			4,393
Deferred revenue, current		19,916			37,034			49,362
Warrants on preferred stock		—			264			—
Revolving credit facility		1,533			3,533			4,048
Term debt, current		1,139			1,806			2,942
Total current liabilities		27,930			52,668			75,073
Deferred revenue, less current portion		4,701			13,161			14,942
Term debt, less current portion		1,450			3,909			25,929
Other long-term liabilities		224			276			339
Total liabilities		34,305			70,014			116,283
Redeemable and convertible preferred stock:
Series A preferred stock, $0.0001 par value, liquidation preference $15.4 million. Authorized 10,100,000 shares; issued and outstanding 10,100,000 shares at December 31, 2009 and 2010 and September 30, 2011		15,381			15,381			15,381			—
Series B preferred stock, $0.0001 par value, liquidation preference $12.3 million. Authorized 3,335,817 shares; issued and outstanding 3,335,817 shares at December 31, 2009 and 2010 and September 30, 2011		12,252			12,252			12,252			—
Series C preferred stock, $0.0001 par value, liquidation preference $30.0 million and $0. Authorized 9,646,550 and 0 shares; issued and outstanding 0 shares at December 31, 2009 and 5,787,930 and 9,646,550 shares at December 31, 2010 and September 30, 2011		—			29,928			77,377			—
		27,633			57,561			105,010			—
Commitments and contingencies (note 15)
Stockholders’ deficit:
Common stock, $0.0001 par value. Authorized—50,000,000 shares at December 31, 2009 and 70,000,000 at December 31, 2010, September 30, 2011 and September 30, 2011 pro forma; issued—27,263,747 shares at December 31, 2009, 29,525,886 at December 31, 2010, 32,219,498 shares at September 30, 2011 and 55,301,865 shares at September 30, 2011 pro forma; outstanding— 20,623,500 at December 31, 2009, 22,881,335 at December 31, 2010, 24,935,441 at September 30, 2011 and 48,017,808 at September 30, 2011 pro forma		3			3			4			6
Less treasury stock at cost		(3,352	)		(3,352	)		(3,352	)		(3,352	)
Additional paid-in capital		1,814			7,216			18,063			123,071
Accumulated deficit		(26,281	)		(53,921	)		(92,059	)		(92,059	)
Accumulated other comprehensive income		—			19			(5	)		(5	)
Total stockholders’ deficit		(27,816	)		(50,035	)		(77,349	)		27,661
Total liabilities, redeemable and convertible preferred stock and stockholders’ deficit	$	34,122		$	77,540		$	143,944		$	27,661

See accompanying Notes to Consolidated Financial Statements.

F-3

JIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(See note 2h)									(Unaudited)
Revenues:
Product	$	13,270		$	24,319		$	37,827		$	25,924		$	46,092
Professional services		3,662			5,675			8,441			5,672			8,679
Total revenues		16,932			29,994			46,268			31,596			54,771
Cost of revenues:
Product		2,827			4,133			9,870			6,644			15,208
Professional services		4,876			5,467			9,836			6,877			9,146
Total cost of revenues		7,703			9,600			19,706			13,521			24,354
Gross profit		9,229			20,394			26,562			18,075			30,417
Operating expenses:
Research and development		6,345			8,047			18,278			12,877			23,320
Sales and marketing		12,423			14,057			28,592			20,510			31,757
General and administrative		1,777			2,905			6,746			5,298			9,120
Total operating expenses		20,545			25,009			53,616			38,685			64,197
Loss from operations		(11,316	)		(4,615	)		(27,054	)		(20,610	)		(33,780	)
Other income (expense), net:
Interest income		184			77			82			59			37
Interest expense		(145	)		(246	)		(264	)		(179	)		(924	)
Change in fair value of warrant liability		—			—			(222	)		(33	)		(7,185	)
Other, net		(43	)		(54	)		(91	)		(48	)		4
Total other income (expense), net		(4	)		(223	)		(495	)		(201	)		(8,068	)
Loss before provision for (benefit from) income taxes		(11,320	)		(4,838	)		(27,549	)		(20,811	)		(41,848	)
Provision for (benefit from) income taxes		—			(52	)		91			64			(3,710	)
Net loss	$	(11,320	)	$	(4,786	)	$	(27,640	)	$	(20,875	)	$	(38,138	)
Basic and diluted net loss per common share	$	(0.55	)	$	(0.23	)	$	(1.25	)	$	(0.95	)	$	(1.61	)
Shares used in basic and diluted per share calculations		20,465			20,533			22,096			21,882			23,741
Pro forma basic and diluted net loss per common share (unaudited)							$	(0.67	)				$	(0.81	)
Shares used in pro forma per share calculations (unaudited)								41,320						46,824

See accompanying Notes to Consolidated Financial Statements.

F-4

JIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE LOSS

Years ended December 31, 2008, 2009 and 2010 and nine months ended September 30, 2011 (Unaudited)

(In thousands)

	Series A redeemable convertible preferred stock				Series B redeemable convertible preferred stock				Series C redeemable convertible preferred stock				Common stock					Treasury stock amount			Additional paid-in capital		Accumulated Deficit			Accumulated other comprehensive income		Compre- hensive loss			Total stockholders’ deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount
Balance at December 31, 2007		10,047	$	15,300		—	$	—		—	$	—		20,236		$	3	$	(2,500	)	$	300	$	(10,175	)	$	—		—		$	(12,372	)
Issuance of common stock for employee stock options exercised and vesting of restricted shares		—		—		—		—		—		—		607			—		—			140		—			—					140
Issuance of restricted common stock		—		—		—		—		—		—		50			—		—			—		—			—					—
Issuance of Series A preferred stock, net of issuance costs		53		81		—		—		—		—		—			—		—			—		—			—					—
Stock-based compensation		—		—		—		—		—		—		—			—		—			433		—			—					433
Net loss (see note 2)		—		—		—		—		—		—		—			—		—			—		(11,320	)		—	$	(11,320	)		(11,320	)
Comprehensive loss		—		—		—		—		—		—		—			—		—			—		—			—	$	(11,320	)		—
Balance at December 31, 2008		10,100		15,381		—		—		—		—		20,893			3		(2,500	)		873		(21,495	)		—					(23,119	)
Issuance of common stock for employee stock options exercised and vesting of restricted shares		—		—		—		—		—		—		1,041			—		—			228		—			—					228
Issuance of restricted common stock		—		—		—		—		—		—		210			—		—			114		—			—					114
Issuance of Series B preferred stock, net of issuance costs		—		—		3,336		12,252		—		—		—			—		—			—		—			—					—
Stock-based compensation		—		—		—		—		—		—		—			—		—			599										599
Stock repurchased as treasury stock		—		—		—		—		—				(1,520	)		—		(852	)		—		—			—					(852	)
Net loss (see note 2)		—		—		—		—		—		—		—			—		—			—		(4,786	)		—	$	(4,786	)		(4,786	)
Comprehensive loss																												$	(4,786	)
Balance at December 31, 2009		10,100		15,381		3,336		12,252		—		—		20,624			3		(3,352	)		1,814		(26,281	)		—					(27,816	)
Issuance of common stock for employee stock options exercised and vesting of restricted shares		—		—		—		—		—		—		1,409			—		—			985		—			—					985
Issuance of Series C preferred stock, net of issuance costs		—		—		—		—		5,788		29,928		—			—		—			—		—			—					—
Issuance of common stock for Filtrbox acquisition		—		—		—		—		—		—		848			—		—			1,013		—			—					1,013
Stock-based compensation		—		—		—		—		—		—		—			—		—			3,404		—			—					3,404
Foreign currency translation, net of tax		—		—		—		—		—		—		—			—		—			—		—			19	$	19			19
Net loss		—		—		—		—		—		—		—			—		—			—		(27,640	)		—		(27,640	)		(27,640	)
Comprehensive loss																												$	(27,621	)

F-5

JIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE LOSS—(Continued)

Years ended December 31, 2008, 2009 and 2010 and nine months ended September 30, 2011 (Unaudited)

(In thousands)

	Series A redeemable convertible preferred stock				Series B redeemable convertible preferred stock				Series C redeemable convertible preferred stock				Common stock				Treasury stock amount			Additional paid-in capital		Accumulated Deficit			Accumulated other comprehensive income			Comprehensive loss			Total stockholders’ deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2010		10,100		15,381		3,336		12,252		5,788		29,928		22,881		3		(3,352	)		7,216		(53,921	)		19						(50,035	)
Issuance of common stock for employee stock options exercised and vesting of restricted shares (unaudited)		—		—		—		—		—		—		1,849		1		—			2,006		—			—						2,007
Issuance of Series C preferred stock, net of issuance costs		—		—		—		—		3,859		47,449		—		—		—			—		—			—						—
Issuance of common stock for acquisition Proximal Labs (unaudited)		—		—		—		—		—		—		127		—		—			551		—			—						551
Issuance of common stock for OffiSync acquisition (unaudited)		—		—		—		—		—		—		78		—		—			616		—			—						616
Issuance of common stock warrants (unaudited)		—		—		—		—		—		—		—		—		—			150		—			—						150
Stock-based compensation (unaudited)		—		—		—		—		—		—		—		—		—			7,524		—			—						7,524
Foreign currency translation, net of tax (unaudited)		—		—		—		—		—		—		—		—		—			—		—			(24	)	$	(24	)		(24	)
Net loss (unaudited)		—		—		—		—		—		—		—		—		—			—		(38,138	)		—			(38,138	)		(38,138	)
Comprehensive loss (unaudited)																												$	(38,162	)
Balance at September 30, 2011 (unaudited)		10,100	$	15,381		3,336	$	12,252		9,647	$	77,377		24,935	$	4	$	(3,352	)	$	18,063	$	(92,059	)	$	(5	)				$	(77,349	)

See accompanying Notes to Consolidated Financial Statements.

F-6

JIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
										(Unaudited)
Cash flows from operating activities:
Net loss	$	(11,320	)	$	(4,786	)	$	(27,640	)	$	(20,875	)	$	(38,138	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		396			637			1,678			1,076			5,107
Stock-based compensation		433			599			3,404			2,610			7,524
Provision for losses on accounts receivable		55			265			100			67			80
Loss from change in fair value of warrant liability					—			222			33			7,185
Change in deferred taxes		—			—			—			—			(3,851	)
(Increase) decrease, net of acquisitions, in:
Accounts receivable		182			(4,173	)		(12,087	)		(9,111	)		(4,516	)
Prepaid expenses and other assets		(940	)		(498	)		(1,765	)		(1,434	)		(573	)
Increase (decrease), net of acquisitions, in:
Accounts payable		277			1,209			(1,551	)		(32	)		3,270
Accrued payroll and related liabilities		(166	)		931			2,260			1,521			1,136
Other accrued liabilities		497			1,386			2,520			2,747			1,557
Deferred revenue		6,431			6,138			25,578			14,246			14,084
Other long-term liabilities		166			4			52			25			64
Net cash provided by (used in) operating activities		(3,989	)		1,712			(7,229	)		(9,127	)		(7,071	)
Cash flows from investing activities:
Payments for purchase of property and equipment		(1,248	)		(1,019	)		(4,782	)		(2,746	)		(5,837	)
Proceeds from sale of long-term investments		198			—			—			—			—
Payments for purchase of intangible assets		(83	)		—			(2,150	)		(2,150	)		—
Acquisitions, net of cash acquired		—			—			(650	)		(650	)		(22,892	)
Net cash used in investing activities		(1,133	)		(1,019	)		(7,582	)		(5,546	)		(28,729	)
Cash flows from financing activities:
Proceeds from exercise of stock options and restricted stock		140			342			985			849			2,007
Proceeds from non-qualified option exercise tax withholding		—			—			—			—			—
Payments for repurchase of common stock—treasury stock					(852	)		—			—			—
Proceeds from issuance of preferred stock, net		81			12,252			29,928			29,940			40,000
Payments for stock issuance costs														(564	)
Proceeds from issuance of warrants on preferred stock		—			—			42			42			—
Proceeds from revolving credit facility, net					533			2,000			2,000			515
Proceeds from term loans		2,813			437			4,340			1,616			24,203
Repayments of term loans		(612	)		(847	)		(1,214	)		(648	)		(1,104	)
Net cash provided by financing activities		2,422			11,865			36,081			33,799			65,057
Net increase in cash and cash equivalents		(2,700	)		12,558			21,270			19,126			29,257
Cash and cash equivalents, beginning of period		12,220			9,520			22,078			22,078			43,348
Cash and cash equivalents, end of period	$	9,520		$	22,078		$	43,348		$	41,204		$	72,605

See accompanying Notes to Consolidated Financial Statements.

F-7

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

(1) Description of the Business

Jive Software, Inc. and its subsidiaries provide a social business software platform that improves business results by enabling a more productive and effective workforce through enhanced communications and collaboration both inside and outside the enterprise. Organizations deploy our platform to improve employee productivity, enhance revenue opportunities, lower operational costs, increase customer retention and improve strategic decision making. Our platform is offered on a subscription basis, deployed in a private or public cloud and used for internal or external communities. We generate revenues from platform license fees as well as professional service fees for configuration, implementation and training.

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities in the financial statements and the accompanying notes. Significant estimates include the allowance for doubtful accounts, the useful lives of fixed assets, stock-based compensation, assumptions used in estimating the fair value of warrants, assumptions used in testing for impairment of goodwill and other long-lived assets, and the recoverability of deferred income tax assets and liabilities. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

(b) Principles of Consolidation

The consolidated financial statements include the accounts of Jive Software, Inc and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

(c) Reclassification

Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications were not significant to the financial statements.

(d) Unaudited Interim Financial Information

The accompanying Consolidated Balance Sheet as of September 30, 2011, the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2011 and the Consolidated Statement of Redeemable Convertible Preferred Stock, Stockholders’ Deficit and Comprehensive Loss for the nine months ended September 30, 2011 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position and results of operations and cash flows for the nine months ended September 30, 2010 and 2011. The consolidated financial data and the other information disclosed in these notes to the consolidated financial statements related to these nine-month periods are unaudited. The results of the nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011 or for any other interim period or other future year.

F-8

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

(e) Unaudited Pro Forma Stockholders’ Equity

Upon the consummation of the offering contemplated by us, all of the outstanding shares of convertible preferred stock will automatically convert into shares of common stock, assuming we raise at least $30.0 million. The September 30, 2011 unaudited pro forma stockholders’ (deficit) data has been prepared assuming the automatic conversion of all outstanding shares of our preferred stock into 23,082,367 shares of our common stock.

(f) Segments

An operating segment is defined as a component of an enterprise that meets the following criteria:

• engages in business activities from which it may earn revenues and incur expenses;

• operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

• discrete financial information is available.

We define the term “chief operating decision maker” to be our Chief Executive Officer. Our Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance. We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, we have determined that we operate in a single reporting segment, software sales and service.

(g) Revenue Recognition

We generate revenues primarily in the form of product-license fees and related professional service fees. Product fees include subscription license fees, perpetual license fees, associated support and maintenance fees and hosting fees. Professional services primarily consist of fees for configuration, training, implementation and other services related to our platform, which are not essential to functionality. For statement of operations classification purposes, we allocate revenues to professional services based on the hourly rate billed for time and materials arrangements and based on the total fixed fee for fixed fee professional services. We recognize revenue when all of the following conditions are met:

• there is persuasive evidence of an arrangement;

• the platform or services have been delivered to the customer;

• the amount of fees to be paid by the customer is fixed or determinable; and

• the collection of the related fees is reasonably assured.

Signed agreements are used as evidence of an arrangement. If a contract signed by the customer does not exist, we have historically used a purchase order as evidence of an arrangement. In cases where both a signed contract and a purchase order exist, we consider the signed contract to be the final persuasive evidence of an arrangement. The platform and corresponding license keys are delivered to customers electronically. Electronic delivery occurs when we provide the customer with access to the platform. We assess whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. We do not generally offer extended payment terms with typical terms of payment due between 30 and 60 days from delivery of products or services. However, for professional services that are billable under a time and materials based arrangement, these fees are neither fixed nor determinable until the work is performed and the fee becomes billable to the customer. We assess collectability of the customer receivable based on a number of factors such as collection history with the customer and creditworthiness of the customer. If we determine that collectability is not reasonably assured, revenue is deferred until collectability becomes reasonably assured, generally upon receipt of cash.

F-9

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

We license our products by offering subscriptions to our platform to customers most frequently on a term basis with terms typically ranging from 12 to 36 months. While subscription based licenses make up the substantial majority of our revenue, we have occasionally licensed our products to customers on a perpetual basis with on-going support and maintenance services. We recognize license revenue in accordance with software industry specific guidance. Revenues related to term license fees are recognized ratably over the contract term beginning on the date the customer has access to the software license key and continuing through the end of the contract term. For term-based licenses, we do not charge separately for standard support and maintenance, and, therefore, inherent in the license fees are fees for support and maintenance services for the duration of the license term. As fees for support and maintenance are always bundled with the license over the entire term of the contract, we do not have vendor specific objective evidence of fair value for support and maintenance. Revenues generated from perpetual license sales also include support and maintenance services for an initial stated term. We do not have fair value for support and maintenance on perpetual licenses due to the insufficient consistently priced standalone sales of support and maintenance to support vendor specific objective evidence of fair value.

Subscription arrangements may also include professional services, such as, installation and training services, which are typically delivered early in the contract term. This combination of products and services represent a multiple-element arrangement for revenue recognition purposes. We have determined that we do not have vendor-specific objective evidence of fair value for each element of a multiple element sales arrangement and, accordingly, we account for fees received under that multiple element arrangement as a single unit of accounting and recognize the fees for the entire arrangement ratably, commencing on delivery of the software, over the longer of the term of the support and maintenance or the period over which professional services are delivered. Support and maintenance is always the last undelivered element in the arrangement and therefore we recognize the fixed portion of the fees ratably over the support and maintenance term. For contracts with multiple elements, we recognize the license, support and maintenance, and fixed fee professional service revenue ratably over the term of the arrangement beginning upon delivery of the software. We believe this method most closely reflects the economics of the transaction as we deliver access to the software and we begin providing support and maintenance services as of the date the software is delivered.

Professional services are offered on both a fixed fee and time and materials hourly billing arrangement. For time and materials based professional services that are part of a multiple-element arrangement where the fees for the professional services are not fixed or determinable upon delivery of the software, revenue is recognized ratably over the contract term as the related fees become fixed. These fees are not considered fixed at the outset of the arrangement and become fixed as the related work is performed and the fees are earned and billed. As these fees become fixed, they are added to the total fee for the multiple-element arrangement and recognized ratably with all other arrangement fees over the entire contract term. When billed, a cumulative revenue catch-up is calculated as the revenue earned from the date the software was made available to the customer to the date services have been completed, with recognition continuing ratably to the end of the contract term. These amounts, when recognized, are classified as professional services revenues on the consolidated statement of operations based on the hourly rate at which they are billed. If there are significant acceptance clauses associated with the subscription or services or uncertainty associated with our ability to perform the professional services, revenues are deferred until the acceptance is received or the uncertainty is resolved. We record amounts that have been invoiced, in accordance with the terms of the agreement, in accounts receivable and in deferred revenues or revenues, depending on whether the revenue recognition criteria have been met.

Hosting revenues are derived from providing our platform in the public cloud where the customer does not take possession of the platform on their premises. Customers have the option to elect to take possession of the platform and install on their premises or sub-contract the hosting services through us. Such arrangements are

F-10

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

considered software sales as the customer has the same rights to the software license regardless of their election to have us host on their behalf or install on their premises. As a result, the fees associated with license, support and hosted services are recognized as revenue ratably over the term of the arrangement.

We occasionally sell professional services separately and recognize revenues resulting from those as professional services are performed. If there is a significant uncertainty about the project completion or receipt of payment for the consulting services, revenues are deferred until the uncertainty is resolved. If acceptance provisions exist within a professional services arrangement, revenues will be deferred until the services are accepted, the acceptance period has expired or cash is received from the customer.

Our policy is to record revenues net of any applicable sales, use or excise taxes.

(h) Change in Accounting Principle

In 2010, we changed our accounting policy for recognition of revenues in multiple-element revenue arrangements. Under our previous policy, when a subscription sale was bundled with support and maintenance and professional services, all revenues were deferred until the completion of professional services. Once professional services were completed a catch-up for the cumulative ratable portion of the subscription, support and professional services revenues were recorded with any remaining deferred revenues recognized over the remaining support and maintenance term. Under our new policy, we begin ratable revenue recognition of the fixed portion of the arrangement fee (generally the product fee) over the term of the arrangement upon delivery, and recognize professional service revenue ratably over the term of the arrangement on a time and materials basis. We believe this accounting policy is preferable as it better reflects the economics of our transactions, more closely aligns revenue recognition with when it is earned, reduces the inherent volatility in the previous policy, better reflects how multiple-element arrangements are currently sold and enhances the comparability of our consolidated financial statements. The accompanying consolidated financial statements and related notes have been adjusted to reflect the impact of this change retrospectively to all prior periods. The impact to revenue was an increase of $0.9 million, an increase of $0.3 million and a decrease of $0.1 million, respectively, for the years ended December 31, 2008, 2009 and 2010 and an increase of $0.3 million for the unaudited nine months ended September 30, 2010. Opening accumulated deficit was decreased by $0.2 million as of January 1, 2008 to reflect the impact of this change.

(i) Cash Equivalents

We consider all highly liquid investments with a maturity of 90 days or less when purchased to be cash equivalents. Cash equivalents, which can include financial instruments such as certificates of deposits and money market funds, are recorded at cost, which approximates market value. As of December 31, 2009 and 2010, we held no cash equivalents. As of September 30, 2011, cash equivalents consisted of money market funds and totaled $15 million (unaudited).

F-11

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

(j) Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their original invoice amounts less the allowance for doubtful accounts and do not bear interest. Our policy is to maintain an allowance for estimated losses resulting from the inability or refusal of our customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. On a quarterly basis, we evaluate the collectability of our trade receivable balances based on a combination of factors. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. If the financial conditions of our customers were to materially change or there were other circumstances that resulted in their inability or unwillingness to pay, the estimates of recoverability of receivables could materially change. Activity related to our allowance for doubtful accounts was as follows (in thousands):

Balance, December 31, 2007	$	—
Charges to costs and expenses		152
Write-offs		(103	)
Balance, December 31, 2008		49
Charges to costs and expenses		265
Write-offs		(126	)
Balance, December 31, 2009		188
Charges to costs and expenses		100
Write-offs		(98	)
Balance, December 31, 2010		190
Charges to costs and expenses		67
Write-offs		(147	)
Balance, September 30, 2011 (unaudited)	$	110

(k) Fair Value of Financial Assets and Liabilities

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximate their fair values due to the short-term nature of their maturities. The fair values of the long-term debt and revolving credit facility approximate their carrying values since their interest rates are variable and based on current market rates.

Our financial liabilities valued at fair value on a quarterly basis include warrants outstanding related to our Series C preferred stock. See also note 8, Redeemable and Convertible Preferred Stock and note 9, Fair Value Measurements of Assets and Liabilities.

(l) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

• Three years for computer equipment, hardware and software

• Seven years for furniture, fixtures and equipment

• The lesser of five years or the remaining term of the underlying lease for leasehold improvements

F-12

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Ordinary maintenance and repairs are expensed as incurred.

(m) Software Capitalization

Costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized. The costs to develop such software have not been capitalized because we believe our current software development process is essentially completed concurrent with the establishment of technological feasibility. However, we capitalize software costs acquired in business combinations and asset purchases, provided the acquired software has established technological feasibility as of the acquisition date.

(n) Accounting for the Impairment of Long-Lived Assets

We evaluate the recoverability of our long-lived assets, which principally consist of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment loss is recorded for the amount by which the carrying amount of the asset exceeds its fair value.

We did not incur any long-lived asset impairment charges in 2008, 2009 or 2010 or in the unaudited nine months ended September 30, 2011.

(o) Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and intangible assets of acquired entities. We perform a goodwill impairment test annually during the fourth quarter of our fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. Such events or circumstances may include significant adverse changes in the general business climate, among other things. The impairment test is performed by determining the reporting unit’s fair value based on estimated discounted future cash flows and considering the estimated fair market value our common stock. We have determined that we have one reporting unit, which represents the activities of the entire company. If the reporting unit’s carrying value is less than its fair value, then the fair value is allocated to the reporting unit’s assets and liabilities (including any unrecognized intangible assets) as if the fair value was the purchase price to acquire us. The excess of the fair value over the amounts assigned to our assets and liabilities is the implied fair value of the goodwill. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. We did not record any charges related to goodwill impairment during the year ended December 31, 2010 or the unaudited nine months ended September 30, 2011. We did not have any goodwill recorded on our balance sheet during 2008 or 2009.

(p) Other Assets

Other assets include deposits for facilities leases and other miscellaneous long-term assets.

(q) Deferred Revenues

Deferred revenues primarily consists of billings or payments received in advance of revenue recognition from our subscription, hosting, professional services and support and maintenance revenues described above and are recognized as the revenue recognition criteria are met. We generally invoice our customers in annual or

F-13

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

quarterly installments. Accordingly, the deferred revenues balance does not represent the total contract value of annual or multi-year noncancelable subscription agreements. Deferred revenues also includes certain deferred professional services fees, which are recognized as revenues ratably over the associated contract term. We defer the professional service fees in situations where the professional services and subscription contracts are accounted for as a single unit of accounting. Deferred revenues that will be recognized during the succeeding 12-month period is recorded as current deferred revenues, and the remaining portion is recorded as noncurrent. Approximately 8%, 7% and 5% of total deferred revenues as of December 31, 2009 and 2010 and unaudited September 30, 2011, respectively, related to deferred professional services revenues.

(r) Concentration of Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and trade receivables. Cash is placed on deposit in major financial institutions in the United States. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold our cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

We sell our products to companies in diverse industries and do not require our customers to provide collateral to support accounts receivable. When necessary, credit reviews of significant customers are performed prior to extending credit. The determination of a customer’s ability to pay requires significant judgment, and failure to collect from a customer can adversely affect revenues, cash, and net income. To reduce credit risk, we also perform ongoing credit evaluations of our more significant customers’ financial conditions. We maintain an allowance for potential doubtful accounts.

No individual customer accounted for 10% or more of total revenues for the year ended December 31, 2008 or 2010 or the unaudited nine months ended September 30, 2010 or 2011. One individual customer accounted for 10% of total revenues for the year ended December 31, 2009. One customer accounted for 14% and 12% of total accounts receivable at December 31, 2009 and unaudited September 30, 2011, respectively. No customer accounted for 10% or more of total accounts receivable at December 31, 2010.

(s) Stock-Based Compensation

We recognize compensation expense for all share-based payment awards, including stock options and restricted stock, based on the estimated fair value of the award on the grant date. We use the Black-Scholes valuation model to estimate the fair value of stock option awards. The fair value of the awards are recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

The determination of the grant date fair value of options using an option-pricing model is affected by our estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. In addition to the fair value of our common stock, these variables include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends.

(t) Income Taxes

We record deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is estimated to become more likely than not that a portion of the deferred tax assets will not be realized.

F-14

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

We recognize the effect of income tax positions only if those positions are “more likely than not” of being sustained. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense within our consolidated financial statements.

(u) Warranties

We typically warrant that our products will perform in a manner consistent with the product specifications provided to the customer for 180 days for sales to companies in the United States and 365 days for sales to companies in Europe. Historically, we have not been required to make payments under these obligations, and we have not recorded any liability for these obligations in our consolidated financial statements.

(v) Commissions

Commissions are recorded as a component of sales and marketing expenses and consist of the variable compensation paid to our direct sales force. Generally, sales commissions are earned and recorded at the time that a customer has entered into a binding purchase agreement. Commissions paid to sales personnel are recoverable only in the case that we cannot collect against any invoiced fee associated with a sales order. Commission expense was $2.0 million, $2.4 million, $6.3 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $4.2 million and $6.0 million for the unaudited nine months ended September 30, 2010 and 2011, respectively.

(w) Leases

We lease our facilities under operating leases. For leases that contain rent escalation or rent concession provisions, we record the total rent expense during the lease term on a straight-line basis over the term of the lease. We record the difference between the rent paid and the straight-line rent expense as a deferred rent liability in other long-term liabilities in the accompanying balance sheets.

(x) Advertising Costs

Advertising costs are expensed as incurred as a component of sales and marketing expense. Advertising expense was $0.7 million, $1.0 million, $1.8 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $1.3 million and $1.9 million for the unaudited nine months ended September 30, 2010 and 2011, respectively.

(y) Research and Development Costs

Research and development expenditures are expensed as incurred. Industry Topic 985, Software, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon completion of a working model. Historically, the period between achieving technological feasibility and general availability of such software has been short and software development costs qualifying for capitalization have been immaterial. Accordingly, we have not capitalized any software development costs.

(z) Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period. Preferred shares do not share in losses, given that we

F-15

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

have incurred a net loss for all periods presented, the entire net loss amount is attributable to common stock holders. Diluted net loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and warrants using the treasury stock method, the vesting of restricted stock and the conversion of all convertible preferred stock, if dilutive.

(aa) Foreign Currency Translation

The functional currency of our foreign subsidiaries is the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component of stockholders’ deficit. Income and expense accounts are translated into U.S. dollars at average rates of exchange prevailing during the periods presented. Foreign currency transaction gains and losses are included in net loss. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the respective exchange rates in effect on the consolidated balance sheet dates. Foreign currency transaction gains and losses were not material in 2009 or 2010 or in the unaudited nine months ended September 30, 2010 or 2011.

(3) Acquisitions

Filtrbox, Inc.

On January 6, 2010, we acquired all of the outstanding shares of Filtrbox, Inc. (Filtrbox), a privately held social media monitoring innovator, and subsequently incorporated Filtrbox’s software into our platform. The total purchase consideration of $1.7 million was comprised of $0.7 million in cash and 848,416 shares of our common stock.

The purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the date of acquisition. The purchase accounting allocations resulted in intangible assets of $0.8 million and goodwill of $0.8 million, of which $0.8 million is expected to be deductible for tax purposes. Intangible assets acquired included the core technology, covenants not to compete and customer relationships. The key factors attributable to the creation of goodwill by the transaction are the synergies associated with the integration of the Filtrbox product into our platform.

The allocation of the purchase price was as follows (dollars in thousands):

				Useful Life
Current assets	$	21			—
Goodwill		831			—
Other intangible assets:
Core technology		541			5 years
Covenant not to compete		232			2 years
Customer relationships		76			2 years
Current liabilities		(35	)		—
Net assets acquired	$	1,666

F-16

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Proximal Labs, Inc. (Unaudited)

On March 18, 2011 we acquired all of the outstanding shares of Proximal Labs, Inc. (Proximal Labs), a privately held Palo Alto, California-based company, for total purchase consideration of $1.2 million. The consideration was comprised of $0.5 million in cash and 127,054 shares of our common stock.

We also issued 272,946 shares of restricted common stock to certain Proximal Labs employees, the fair value of these shares on the grant date was $1.2 million, the shares vest over 4 years and will be recognized as stock-compensation expense over the requisite service period.

The acquisition of Proximal Labs has been accounted for as a purchase of an asset, as it did not meet the definition of a business under ASC Topic 850, Business Combinations. Accordingly, the total purchase price was allocated to the identified assets based on their respective fair values on the date of acquisition.

The allocation of the purchase price was as follows (dollars in thousands):

			Useful Life
In-process research and development	$	1,031		—
Covenant not to compete		209		3 years
Net assets acquired	$	1,240

The amount of the purchase price allocated to non-compete agreements will be amortized on a straight-line basis over the estimated useful life of three years. The amount of the purchase price allocated to in-process research and development was expensed upon acquisition, because the technological feasibility of product under development had not been established. At the date of the acquisition, the products under development were expected to be completed during 2012.

OffiSync Corporation (Unaudited)

On May 18, 2011 we acquired all of the outstanding shares of OffiSync Corporation (OffiSync), a Seattle, Washington-based company, for approximately $22.7 million in cash and 78,110 shares of our common stock at a fair value of $7.87 per share, for a total value of $23.3 million. OffiSync’s services facilitate collaboration on any Microsoft Office document.

We also issued 441,102 shares of restricted common stock to certain OffiSync employees, the fair value of these shares on the grant date was $3.5 million, the shares vest over 3 years and will be recognized as stock-compensation expense over the requisite service period. In addition, unvested stock options, for which no service was performed prior to acquisition, held by OffiSync employees who were retained were converted to 80,788 of Jive common stock options. The fair value of stock options assumed were estimated using Black-Scholes pricing model.

F-17

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

The preliminary allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the final purchase price allocation. The primary areas of the purchase price allocation that are not yet finalized relate to the, income taxes and residual goodwill. Our preliminary purchase price allocation for OffiSync was as follows (dollars in thousands):

				Useful Life
Cash	$	275
Other current assets		54			—
Goodwill		16,434			—
Other intangible assets:
Core technology		9,992			5 years
Covenant not to compete		365			2 years
Customer relationships		212			2 years
Trade names		28			2 years
Current liabilities		(226	)		—
Deferred tax liabilities		(3,851	)		—
Net assets acquired	$	23,283

The amount of the purchase price allocated to core technology, covenant not to compete, customer relationships and trade names will be amortized on a straight-line basis over their estimated useful lives.

The goodwill recorded in connection with the acquisition of OffiSync is primarily related to the ability of OffiSync to increase viral adoption with our users by integrating both Microsoft Office and Outlook with our Platform and from the expected synergies to be achieved in connection with the acquisition.

See note 12, “Income Taxes” regarding the tax effect of the acquisition on our unaudited condensed consolidated financial statements.

Transaction costs associated with OffiSync were expensed as incurred, and such transaction costs were $0.5 million for the nine months ended September 30, 2011 and are included in general and administrative expenses on the unaudited condensed consolidated statement of operations.

Pro forma results assuming that the acquisition had occurred as of January 1, 2010 would have resulted in revenues and a net loss of $46.3 million and $37.2 million and $54.8 million and $43.2 million, for the year ended December 31, 2010 and the unaudited nine months ended September 30, 2011, respectively.

(4) Property and Equipment, net

The following table sets forth the components of property and equipment (in thousands):

	December 31,						September  30, 2011
	2009			2010
							(Unaudited)
Computers, equipment and software	$	1,082		$	3,979		$	10,626
Leasehold improvements		1,338			3,360			3,854
Furniture and fixtures		835			1,854			1,866
		3,255			9,193			16,346
Less accumulated depreciation and amortization		(1,217	)		(2,422	)		(4,968	)
	$	2,038		$	6,771		$	11,378

F-18

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Depreciation expense was $0.4 million, $0.6 million, $1.2 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $0.7 million and $2.6 million for the unaudited nine months ended September 30, 2010 and 2011, respectively.

(5) Goodwill and Other Intangible Assets, net

The roll-forward of activity related to goodwill was as follows (in thousands):

Balance at December 31, 2009	$	—
Acquisition of Filtrbox		831
Balance at December 31, 2010		831
Acquisition of OffiSync Corporation		16,434
Balance at September 30, 2011 (Unaudited)	$	17,265

We did not have any goodwill on our consolidated balance sheet during 2008 or 2009.

The following table presents our intangible assets and their related useful lives (dollars in thousands):

	Useful Life		December 31,						September  30, 2011
			2009			2010
									(Unaudited)
Acquired technology		5 years	$	—		$	541		$	11,564
Accumulated amortization				—			(108	)		(1,970	)
				—			433			9,594
Perpetual software licenses		2 years		—			2,430			2,430
Accumulated amortization				—			(209	)		(621	)
				—			2,221			1,809
Covenant not to compete		2 years		3			234			809
Accumulated amortization				(2	)		(119	)		(317	)
				1			115			492
Other		2 years		—			76			316
Accumulated amortization				—			(38	)		(111	)
				—			38			205
Total intangible assets, net			$	1		$	2,807		$	12,100

During the year ended December 31, 2010, identifiable intangible assets of $0.8 million were acquired as part of the acquisition of Filtrbox (see note 3). Additionally we purchased $2.2 million of transferable perpetual software licenses for incorporation into our existing product line. In the unaudited nine months ended September 30, 2011, intangible assets of $1.2 million were acquired as part of the acquisition of Proximal Labs and $10.6 million were acquired as part of our acquisition of OffiSync (see note 3).

The total amortization expense related to acquired intangible assets for the year ended December 31, 2010 and the unaudited nine months ended September 30, 2010 and 2011 was $0.5 million, $0.3 million and $2.5 million, respectively.

F-19

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Estimated future amortization expense as of September 30, 2011, is as follows (in thousands):

	(Unaudited)
2011 (remaining three months)	$	959
2012		3,487
2013		2,782
2014		2,124
2015		1,998
Thereafter		750
	$	12,100

(6) Revolving Credit Facility

Credit Facility as of December 31, 2010

We have a $10.0 million revolving credit facility with Silicon Valley Bank subject to a borrowing base determined on eligible accounts receivable, cash, and deferred revenues. In addition, the amount available to borrow against the revolving credit facility will be reduced by the value of any outstanding letters of credit. We may issue letters of credit under the credit facility in amounts up to $2.0 million. As of December 31, 2010, we had $0.4 million of outstanding letters of credit and $3.5 million of outstanding borrowings. The total availability under the revolving credit facility was $6.1 million at December 31, 2010. See below for a discussion of the changes resulting from an amendment to this revolving credit facility in May of 2011. Included as part of the agreement, we granted Silicon Valley Bank a continuing security interest in our personal property excluding intellectual property and other intangible assets.

Interest on outstanding borrowings is at prime or prime plus 0.25%, based on a financial covenant. As of December 31, 2010, the interest rate was at prime, which was 3.25%. The agreement requires payment of a 0.375% per annum fee on the unused portion of the credit facility.

On April 6, 2010, we entered into the Second Amendment to the Amended and Restated Loan and Security Agreement, which lowered the commitment amount on the Revolving Credit Facility to $5.5 million and extended the maturity date to March 31, 2012.

On September 24, 2010, we entered into the Third Amendment to the Amended and Restated Loan and Security Agreement, which increased the commitment amount on the Revolving Credit Facility to $10.0 million and extended the maturity date to September 30, 2012.

The credit facility contains various financial covenants. Such covenants are subject to usual and customary exceptions, which would be typical for a credit facility of this nature. The restrictions include, among others, a minimum adjusted quick ratio, a maximum EBITDA loss, not creating liens on our assets or incurring additional debt, not paying dividends, limiting investments and acquisitions and preventing dissolution, liquidation, merger or a sale of our assets without prior consent of Silicon Valley Bank. The credit facility also contains usual and customary events of default (subject to certain threshold amounts and grace periods) on the occurrence of such things as nonpayment of amounts due under the credit facility, violation of the restrictive covenants referred to above, violation of other contract provisions, or a material adverse change. If an event of default occurs and is continuing, we may be required to repay any outstanding borrowings under the credit facility. As of December 31, 2010, we were in compliance with all financial covenants.

F-20

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Credit Facility as of September 30, 2011 (Unaudited)

On May 18, 2011 we entered into the Fifth Amendment to the Amended and Restated Loan and Security Agreement with Silicon Valley Bank. The Amendment extends the maturity on our $10.0 million revolving credit facility to March 31, 2013 and modified the borrowing base to be determined on eligible accounts receivable and subject to a maximum total debt outstanding of $35 million for the combination of the senior term debt, term loan and revolving credit facility (see note 7). Interest on outstanding borrowings is at prime or prime plus 0.25%, based on a financial covenant. The agreement requires payment of a 0.375% per annum fee on the unused portion of the credit facility.

Furthermore, the Amendment supersedes our maximum EBITDA loss and minimum adjusted quick ratio financial covenants discussed above, for adjusted EBITDA and minimum liquidity ratio covenants. In addition to the adjusted EBITDA and minimum liquidity ratio covenants, additional restrictions include, among others, not creating liens on our assets or incurring additional debt, not paying dividends, limiting investments and acquisitions and preventing dissolution, liquidation, merger or a sale of our assets without prior consent of Silicon Valley Bank. Such covenants are subject to usual and customary exceptions, which would be typical for a credit facility of this nature. The credit facility also contains usual and customary events of default (subject to certain threshold amounts and grace periods) on the occurrence of such thing as nonpayment of amounts due under the credit facility, violation of the restrictive covenants referred to above, violation of other contract provisions, or a material adverse change. If an event of default occurs and is continuing, we may be required to repay any outstanding borrowings under the credit facility. On September 29, 2011 we entered into the Sixth Amendment to the Amended and Restated Loan and Security Agreement, modifying certain financial covenants.

As of September 30, 2011, we were in compliance with the financial covenants and the interest rate was the prime rate, which was 3.25%.

(7) Term Loans

Our term loans are summarized as follows (in thousands):

	December 31,						September  30, 2011
	2009			2010
							(Unaudited)
Silicon Valley Bank term loan	$	389		$	—		$	—
Silicon Valley Bank second term loan		2,125			1,375			—
Silicon Valley Bank third term loan		—			1,995			—
Silicon Valley Bank fourth term loan		—			2,345			—
Silicon Valley Bank senior term loan		—			—			14,000
Silicon Valley Bank term loan		—			—			15,000
Portland Development Commission		75			—			—
		2,589			5,715			29,000
Less current portion		(1,139	)		(1,806	)		3,000	(1)
Long-term debt, excluding current portion	$	1,450		$	3,909		$	26,000	(1)

(1) As of September 30, 2011, both current and long-term portions of long term debt in the table above exclude a discount of $57,481 and $70,642, respectively, related to warrants issued in conjunction with the Fifth Amendment to the Amended and Restated Loan and Security Agreement. See further discussion below.

F-21

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Term Loans as of December 31, 2010

(a) Silicon Valley Bank Term Loan

On August 2, 2007, we entered into a three-year $2.0 million dollar term loan with Silicon Valley Bank. The term loan matured on August 1, 2010 and was secured by accounts receivable. Repayment of this loan was in equal monthly installments of principal, plus monthly payments of accrued interest. Interest was accrued at the greater of (i) prime rate (3.25% at December 31, 2009) plus 0.25% or (ii) 8.25%. The interest rate was 8.25% at December 31, 2009.

(b) Silicon Valley Bank Second Term Loan

On October 14, 2008, we obtained financing from Silicon Valley Bank through a second term loan for the purpose of financing equipment and tenant improvements up to $2.3 million. Monthly payments were interest only until November 1, 2009, when equal monthly installments of principal plus monthly payments of accrued interest began. This loan matures on October 1, 2012. Interest is accrued at prime rate (3.25% at December 31, 2010) plus 0.25% or 0.50%, based on a financial covenant, and was 3.50% at December 31, 2010.

(c) Silicon Valley Bank Third Term Loan

On April 6, 2010, we obtained financing from Silicon Valley Bank through a third term loan for the purpose of financing equipment and tenant improvements up to $2.0 million. Monthly payments were interest only until January 1, 2011, when equal monthly installments of principal plus monthly payments of accrued interest began. The loan matures on December 1, 2013. Interest was accrued at prime rate (3.25% at December 31, 2010) plus 0.25% or 0.50%, based on a financial covenant, and was 3.50% at December 31, 2010.

(d) Silicon Valley Bank Fourth Term Loan

On September 24, 2010, we obtained financing from Silicon Valley Bank through a fourth term loan for the purpose of financing equipment and tenant improvements up to $4.0 million. Monthly payments are interest only until July 1, 2011, when equal monthly installments of principal plus monthly payments of accrued interest will begin. The loan matures on June 1, 2014. Interest accrues at prime rate (3.25% at December 31, 2010) plus 0.25% or 0.50%, based on a financial covenant, and was 3.50% at December 31, 2010.

Silicon Valley Bank Debt Compliance

The term loans with Silicon Valley Bank contain usual and customary events of default (subject to certain threshold amounts and grace periods) on the occurrence of such things as nonpayment of amounts due under the term loans, violation of the restrictive covenants referred to above, violation of other contract provisions, or a material adverse change. If an event of default occurs and is continuing, we may be required to repay all outstanding borrowings under the term loans.

As of December 31, 2010, we were in compliance with the financial covenants.

F-22

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

(e) Summary of Maturities

Annual maturities of term loans as of December 31, 2010 were as follows (in thousands):

Year ending December 31,
2011	$	1,806
2012		2,072
2013		1,447
2014		390
2015		—
Thereafter		—
	$	5,715

Term Loans as of September 30, 2011 (Unaudited)

(a) Silicon Valley Bank Revolving Term Loan and Term Financing

As discussed in note 6, on May 18, 2011 we entered into the Fifth Amendment to the Amended and Restated Loan and Security Agreement with Silicon Valley Bank.

The amendment included the addition of a $15 million term loan. The proceeds from which were used to partially fund the acquisition of OffiSync. Monthly interest only payments on the loan begin June 1, 2011. Repayment of the principal loan amount will begin April 1, 2013 and will be paid in 36 equal monthly installments of principal plus interest. Interest accrues at a fixed annual rate of 10.00%. The term loan matures March 1, 2016. There is no prepayment penalty on this loan.

The Amendment also provides for a $15 million senior term loan. The proceeds were used to refinance all existing term loans with Silicon Valley Bank and to partially fund the acquisition of OffiSync. Interest is accrued at the prime rate (3.25% at September 30, 2011) plus 0.375% or 0.625%, based on a financial covenant. Repayment begins June 1, 2011, and is payable in 48 monthly installment payments. Each of the first 24 installment payments is $0.25 million, plus accrued interest; and each of the remaining 24 installment payments is $0.375 million, plus accrued interest. The term loan matures June 1, 2015. There is no prepayment penalty on this loan.

Furthermore, the Amendment supersedes our maximum EBITDA loss and minimum adjusted quick ratio financial covenants discussed in note 6, for adjusted EBITDA and minimum liquidity ratio covenants. In addition to the adjusted EBITDA and minimum liquidity ratio covenants, additional restrictions include, among others, not creating liens on our assets or incurring additional debt, not paying dividends, limiting investments and acquisitions and preventing dissolution, liquidation, merger or a sale of our assets without prior consent of Silicon Valley Bank. Such covenants are subject to usual and customary exceptions, which would be typical for a credit facility of this nature. The credit facility also contains usual and customary events of default (subject to certain threshold amounts and grace periods) on the occurrence of such things as nonpayment of amounts due under the credit facility, violation of the restrictive covenants referred to above, violation of other contract provisions, or a material adverse change. If an event of default occurs and is continuing, we may be required to repay any outstanding borrowings under the credit facility. On September 29, 2011 we entered into the Sixth Amendment to the Amended and Restated Loan and Security Agreement, modifying certain financial covenants.

As of September 30, 2011, we were in compliance with the financial covenants.

F-23

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

In connection with the Fifth Amendment to the Amended and Restated Loan and Security Agreement, we issued Silicon Valley Bank warrants to purchase 127,000 shares of our common stock. The warrants can be exercised for $7.8707 per share, and expire on the earlier of (a) May 18, 2021 or (b) our initial public offering. We determined the relative fair value of the warrants using the Black-Scholes option-pricing model. The warrants were allocated a value of $0.2 million, resulting in a discount to the term debt and an increase to paid-in capital. The discount will be amortized using the effective interest method. As of September 30, 2011, these warrants remained outstanding and exercisable.

(b) Summary of Maturities

Annual maturities of term loans as of September 30, 2011 were as follows (in thousands):

Year ending December 31,
2011	$	750
2012		3,000
2013		7,625
2014		9,500
2015		6,875
Thereafter		1,250
	$	29,000	(1)

(1) As of September 30, 2011, long term debt in the table above exclude a discount of $0.13 million related to warrants issued in conjunction with the Fifth Amendment to the Amended and Restated Loan and Security Agreement.

(8) Redeemable Convertible Preferred Stock

(a) Series A Convertible Preferred Stock (Series A Preferred Stock)

As of December 31, 2009 and 2010 and September 30, 2011, we had authorized and outstanding 10,100,000 shares of Series A preferred stock.

In the event of a liquidation event, excluding an initial public offering, holders of the Series A preferred stock shall receive the original issuance price ($1.52916 per share) plus any accrued and unpaid dividends, prior to any distribution to common stockholders. The holders of Series A preferred stock are entitled to receive dividends at a rate of $0.092 per share per annum, if approved and declared by our board of directors. Through September 30, 2011, no dividends have been approved or declared by our board of directors related to our Series A preferred stock.

(b) Series B Convertible Preferred Stock (Series B Preferred Stock)

As of December 31, 2009 and 2010 and September 30, 2011, we had outstanding 3,335,817 shares of Series B preferred stock.

In the event of a liquidation event, excluding an initial public offering, holders of the Series B preferred stock shall receive the original issuance price ($3.67838 per share) plus any accrued and unpaid dividends, prior to any distribution to common stockholders. If the aggregate amount Series B preferred stockholders are entitled

F-24

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

to receive upon a liquidation event exceeds the maximum participation amount, as defined, each holder of Series B preferred stock shall be entitled to receive the greater of a) the maximum participation amount or (b) the amount such holder would have received if all shares of Series B preferred stock had been converted into common stock immediately prior to such liquidation event.

The holders of Series B preferred stock are entitled to receive dividends at a rate of $0.22 per share per annum, if approved and declared by our board of directors. Through September 30, 2011, no dividends have been approved or declared by our board of directors related to our Series B preferred stock.

(c) Series C Convertible Preferred Stock (Series C Preferred Stock) and Related Warrants

On July 19, 2010, our board of directors approved the issuance of up to 9,646,550 shares of Series C preferred stock, and, as of December 31, 2010, we had issued 5,787,930 shares of Series C preferred stock. The Series C preferred stock was issued at $5.1832 per share for gross proceeds of $30 million. In conjunction with this financing, warrants were issued to purchase an additional 3,858,620 shares of Series C preferred stock. The warrants could be exercised for $10.3664 per share, and expired on the earlier of (a) July 19, 2017 or (b) our initial public offering with at least $30.0 million aggregate proceeds to us.

The proceeds from the Series C financing were allocated first to the fair value of the warrants of $0.04 million with the remainder to the Series C preferred stock.

In the event of a liquidation event, excluding an initial public offering, holders of the Series C preferred stock shall receive the original issuance price ($5.1832 per share) plus any accrued and unpaid dividends, prior to any distribution to common stockholders. If the aggregate amount Series C preferred stockholders are entitled to receive upon a liquidation event exceeds the maximum participation amount, as defined, each holder of Series C preferred stock shall be entitled to receive the greater of a) the maximum participation amount or (b) the amount such holder would have received if all shares of Series C preferred stock had been converted into common stock immediately prior to such liquidation event.

The holders of Series C preferred stock are entitled to receive dividends at a rate of $0.31 per share per annum, if approved and declared by our board of directors. Through September 30, 2011, no dividends have been approved or declared by our board of directors related to our Series C preferred stock.

On September 29, 2011 and September 30, 2011, warrants to purchase an aggregate of 3,858,620 shares of Series C preferred stock were exercised and settled for an equal number of Series C preferred stock at an aggregate exercise price of $40 million. Prior to exercise, the warrants were classified as a liability because they provided for the issuance of convertible preferred stock, which in certain liquidation instances require cash settlement by us. We were required to revalue the warrants at the end of each reporting period, through the date of exercise, at which time the liability was reclassified to Series C preferred stock, with the change in value reported in the consolidated statement of operations as a “gain or loss from the change in fair value of warrant liability” in the period in which the change occurred. In 2010 and the unaudited nine months ended September 30, 2011, we recognized a loss on the change in fair value of warrant liability of $0.2 million and $7.2 million (unaudited), respectively. See also Note 9, “Fair Value Measurements of Assets and Liabilities.”

(d) Convertibility of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock

Each share of preferred stock is convertible at any time, at the option of the holder, into shares of common stock determined by dividing the original issuance price by the conversion price. All shares of preferred stock

F-25

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

shall automatically convert into common stock upon the earlier of (a) our initial public offering with at least $30.0 million aggregate proceeds to us or (b) the date specified by written consent of the holders of a majority of the then outstanding shares of preferred stock.

A pro rata portion of the preferred stock can be redeemed at the option of a majority of the preferred stockholders at any time after July 19, 2015, at the original issuance price plus any dividends declared but unpaid thereon. This redemption will occur over two years from the first redemption date, with 33.3% being fully redeemed on the redemption date, 50% being fully redeemed on the first anniversary of the redemption date and 100% of shares being redeemed on the second anniversary of the redemption date.

The preferred stock, including Series C preferred stock that can be obtained through the exercise of warrants, was convertible into shares of our common stock as follows:

	December 31, 2010		September 30, 2011
Series A preferred stock		10,100,000		10,100,000
Series B preferred stock		3,335,817		3,335,817
Series C preferred stock		5,787,930		9,646,550
Shares subject to series C preferred stock warrants		3,858,620		—
		23,082,367		23,082,367

(9) Fair Value Measurements of Assets and Liabilities

Factors used in determining the fair value of financial assets and liabilities are summarized into three broad categories:

• Level 1 – quoted prices in active markets for identical securities as of the reporting date;

• Level 2 – other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and

• Level 3 – significant inputs that are generally less observable than objective sources, including our own assumptions in determining fair value.

The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

F-26

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Our financial assets liabilities that are measured at fair value on a recurring basis, by level, as of December 31, 2009 and 2010 and September 30, 2011 consisted of the following (in thousands):

	December 31, 2009
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—
Accrued liabilities:
Series C preferred stock warrants	$	—	$	—	$	—	$	—
	December 31, 2010
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—
Accrued liabilities:
Series C preferred stock warrants	$	—	$	—	$	264	$	264
	September 30, 2011 (Unaudited)
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	15,014	$	—	$	—	$	15,014
Accrued liabilities:
Series C preferred stock warrants	$	—	$	—	$	—	$	—

The gross changes in the fair value of the Series C preferred stock warrants were as follows (in thousands):

Balance at December 31, 2009	$	—
Fair value at issuance		42
Change in fair value		222
Balance at December 31, 2010		264
Change in fair value		7,185
Exercise of Series C preferred stock warrants		(7,449	)
Balance at September 30, 2011 (unaudited)	$	—

We estimate the fair value of the Series C preferred stock warrants using various valuation approaches including; the option pricing model and discounted cash flow model, both of which use unobservable inputs and reflect our assessment of the assumptions market participants would use to value these liabilities.

There were no material changes to our valuation techniques during 2010 or the unaudited nine months ended September 30, 2011.

(10) Stockholders’ Equity

On April 17, 2009, our board of directors approved an increase in the authorized number of shares of common stock from 40,000,000 to 50,000,000. In addition, our board of directors authorized the repurchase of 1,520,752 shares of our common stock, which were repurchased for $0.56 per share for a total cost of

F-27

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

$0.9 million. The repurchased shares are held as treasury stock. On July 19, 2010, our board of directors approved an increase of authorized common shares from 50,000,000 to 70,000,000. In accordance with Delaware state law, we cannot declare a dividend if it would cause an impairment of our capital, and it was determined that, at the time of the authorization, no impairment of our capital existed.

(11) Stock-Based Awards and Stock-Based Compensation

Stock Option Plans

2007 Plan

Our 2007 Stock Incentive Plan, or the 2007 Plan, provides our board of directors broad discretion in creating employee equity incentives. Unless otherwise provided in the 2007 Plan document, the board of directors, in its discretion, determines the stock option exercise prices, which may not be less than the fair value of our common stock at the date of grant, vesting periods, and expiration periods, which are a maximum of ten years from the date of grant. Under the 2007 Plan, as amended, 20,671,538 shares of our common stock have been reserved and authorized for issuance to nonemployee directors, employees, and consultants. The 2007 Plan allows for grants of incentive stock options, nonstatutory stock options and stock bonuses in the form of restricted stock purchase rights, or RSPs. Generally, all stock option grants are issued under an option agreement that provides, among other things, that the option grant vests over a four-year period. Under the 2007 Plan we had 15,905,044 and 16,376,424 shares of our common stock reserved for issuance and 850,444 and 511,604 shares were available for future awards at December 31, 2010, and September 30, 2011, unaudited, respectively.

2002 Plan

Our 2002 Equity Incentive Plan, or the 2002 Plan, provides our board of directors broad discretion in creating employee equity incentives. Unless otherwise provided in the 2002 Plan document, the board of directors, in its discretion, determines the stock option exercise prices, which may not be less than the fair value of our common stock at the date of grant, vesting periods, and expiration periods, which are a maximum of ten years from the date of grant. Under the 2002 Plan, as amended, 6,556,778 shares of our common stock have been reserved and authorized for issuance to nonemployee directors, employees, and consultants in certain instances. Generally, all stock option grants are issued under an option agreement that provides, among other things, that the option grant vests over a four-year period. At December 31, 2010, 400,000 shares of our common stock were reserved for issuance pursuant to the 2002 Plan and no shares were available for future awards.

Out-of-Plan Stock Option Grant

On November 5, 2010, in conjunction with the lease of office space, we issued non-statutory, out-of-plan stock options to purchase 10,000 shares of our common stock. These options were issued with the exercise price equal to the fair value of our common stock at the date of grant, which was $2.85 per share. These options were fully vested upon issuance and expire ten years after the date of grant.

F-28

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Stock Option Activity

Stock option activity was as follows:

	Number of shares			Weighted average exercise price		Weighted average remaining life		Aggregate intrinsic value (in thousands)
Balances, December 31, 2009		8,623,994		$	0.556
Granted		9,360,765			1.913
Forfeited		(1,109,798	)		0.921
Expired		(6,623	)		1.077
Exercised		(1,413,738	)		0.698
Balances, December 31, 2010		15,454,600			1.339		8.14 years	$	23,359
Granted (unaudited)		3,751,188			8.389
Forfeited (unaudited)		(1,156,560	)		2.151
Exercised (unaudited)		(1,774,408	)		1.130
Balances, September 30, 2011 (unaudited)		16,274,820		$	2.936		7.92 years	$	142,629
Exercisable at December 31, 2010		4,183,773		$	0.585		7.45 years	$	9,500
Vested and expected to vest at December 31, 2010		12,056,167		$	1.283		8.14 years	$	18,914
Exercisable at September 30, 2011 (unaudited)		6,055,308		$	0.979		7.26 years	$	64,419
Vested and expected to vest at September 30, 2011 (unaudited)		13,504,864		$	2.772		7.26 years	$	120,570

During the years ended December 31, 2008, 2009 and 2010, we granted options to purchase 122,040, 110,000 and 1,274,500 shares of common stock, respectively, to nonemployees. Expense for these awards was calculated using the Black-Scholes option-pricing model. These awards are equity classified and are marked to market each period with the change in fair value recorded in earnings. We recorded stock-based compensation expense of $40,000, $0.1 million and $0.8 million for the fair value of the stock options granted to nonemployees during the years ended December 31, 2008, 2009 and 2010, respectively.

F-29

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Restricted Stock Activity

Restricted stock results from the exercise of unvested RSPs, non-qualified options, or NSOs, with reverse vesting provisions, and the grant of Restricted Stock Awards, or RSAs. The shares of restricted stock vest over the period specified in the related RSP, NSO, and RSA agreements. Restricted stock activity was as follows:

	Number of shares			Weighted average grant date fair value
Balance at December 31, 2009		214,840		$	0.486
Granted upon exercise of RSP		—			—
Exercise of reverse vesting NSOs		162,500			1.510
Vested		(158,195	)		0.949
Forfeited		—			—
Balance at December 31, 2010		219,145			0.911
Granted upon exercise of RSP		—
Exercise of reverse vesting NSOs		—
Granted RSAs		714,048			6.513
Vested		(74,542	)		0.768
Forfeited		—
Balance at September 30, 2011 (unaudited)		858,651			5.580

Stock-Based Compensation

The fair value of the stock-based awards granted was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
										(Unaudited)
Expected term (in years)		5.7 – 10.0			5.1 – 10.0			4.6 – 10.0			4.6 – 9.9			4.6 – 10.0
Risk-free interest rate		2.13% - 4.38	%		1.94% - 4.39	%		1.43% - 4.39	%		1.74% - 4.39	%		1.22% - 4.39	%
Volatility		53% - 69	%		53% - 69	%		54% - 69	%		54% - 65	%		54% - 68	%
Dividend yield		0	%		0	%		0	%		0	%		0	%

The expected terms of options granted were calculated using the simplified method, which defines the expected term as the average of the contractual term and the vesting period. Estimated volatility incorporates a calculated volatility derived from the historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the option. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the option. We use historical data to estimate the number of future stock option forfeitures.

Because there has been no public market for our common stock, our board of directors has estimated the fair value of our common stock, for purposes of determining the exercise price of stock options and the fair value of restricted stock awards, based upon several factors, including, but not limited to, third-party valuations and our operating and financial performance.

F-30

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

The third-party valuations took into consideration several factors, including, but not limited to:

• prices for preferred stock which were sold to outside investors in arms-length transactions, and the rights, preferences, and privileges of the preferred stock and the common stock;

• the fact that the option grants involved illiquid securities in a private company;

• our stage of development and revenue growth;

• the state of the industry and the economy;

• the marketplace and major competitors; and

• the likelihood of achieving a liquidity event for the shares of common stock underlying the options, such as an initial public offering or sale of our company, given prevailing market conditions.

Certain information regarding our stock-based compensation was as follows (in thousands, except per share data):

	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
							(Unaudited)
Weighted average per share grant date fair value of stock options granted	$	0.28	$	0.417	$	1.003	$	0.938	$	4.573
Total intrinsic value of stock options exercised	$	125	$	629	$	2,014	$	1,350	$	11,013
Total fair value of shares vested	$	439	$	352	$	1,076	$	838	$	2,537

Stock-based compensation was included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
							(Unaudited)
Cost of revenues	$	53	$	85	$	158	$	105	$	311
Research and development		134		112		528		325		1,764
Sales and marketing		177		257		823		544		3,234
General and administrative		69		145		1,895		1,636		2,215
Total	$	433	$	599	$	3,404	$	2,610	$	7,524

As of December 31, 2010 and September 30, 2011, we had unrecognized compensation related to stock-based awards of $6.9 million and $16.6 million (unaudited), respectively, which will be recognized over the weighted average remaining vesting period of 2.75 years and 3.37 years, respectively.

F-31

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

(12) Income Taxes

Income Tax Provision (Benefit)

Pretax loss was as follows (in thousands):

	Year Ended December 31,
	2008			2009			2010
Domestic	$	(11,320	)	$	(4,838	)	$	(27,549	)
Total	$	(11,320	)	$	(4,838	)	$	(27,549	)

The provision (benefit) for federal, state and foreign income taxes was as follows (in thousands):

	Year Ended December 31,
	2008		2009			2010
Current tax provision (benefit):
Federal	$	—	$	—		$	—
State		—		(52	)		68
Foreign		—		—			23
Total current tax provision (benefit)		—		(52	)		91
Deferred tax provision		—		—			—
Total tax provision (benefit)	$	—	$	(52	)	$	91

The reconciliation of the statutory federal income tax provision (benefit) rate to the effective tax rate was as follows:

	Year Ended December 31,
	2008			2009			2010
Federal statutory rate		34.00	%		34.00	%		34.00	%
State tax		6.80			11.71			7.36
Change in valuation allowance		(41.70	)		(44.04	)		(41.97	)
Permanent differences		(1.20	)		(4.05	)		(1.82	)
Tax credits		2.10			2.86			1.90
Other		—			0.58			0.21
		—	%		1.06	%		(0.32	)%

F-32

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising our deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2009			2010
Deferred tax assets:
Net operating loss carryforwards	$	7,606		$	20,371
Accrued expenses, reserves and allowances		212			455
Deferred revenue		2,346			1,763
Tax credit carryforwards		734			1,553
Deferred rent		91			113
Other		81			834
Total deferred tax assets	$	11,070		$	25,089
Deferred tax liabilities:
Depreciation and amortization		(113	)		(1,747	)
Prepaid expenses		(132	)		(564	)
Total deferred tax liabilities		(245	)		(2,311	)
Valuation allowance		(10,825	)		(22,778	)
Net deferred taxes	$	—		$	—

ASC Topic 740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that we assess that realization is more likely than not. Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. Due to our recent history of operating losses, we believe the recognition of the deferred tax assets arising from the above mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, has provided a full valuation allowance. The valuation allowance totaled $10.8 million and $22.8 million at December 31, 2009 and 2010, respectively.

The net change in the valuation allowance was an increase of $2.2 million and $12.0 million for the years ended December 31, 2009 and 2010, respectively. At December 31, 2009 and 2010, we had federal and state net operating loss carryforwards of $18.6 million and $49.9 million, respectively. Additionally, we had research and development tax credit carryforwards of $0.7 million and $1.4 million at December 31, 2009 and 2010, respectively. These carryforwards expire between 2012 and 2030.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We had unrecognized tax benefits of $0.2 million and $0.4 million as of December 31, 2009 and 2010, respectively. All unrecognized tax benefits would have an impact on the effective tax rate if recognized.

We recognize penalties and interest accrued related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2010, there were no accrued penalties or interest related to unrecognized tax benefits recorded in the consolidated financial statements.

F-33

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

We are subject to income taxes in U.S. federal and various state and local jurisdictions. Generally, we are no longer subject to U.S. federal, state and local tax examinations for tax years ended before December 31, 2007. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward. We are not currently under examination in any tax jurisdictions.

For the nine months ended September 30, 2011, income tax benefit was $3.7 million, or 8.9% of pre-tax loss, compared to income tax expense of $0.1 million, or 0.3% of pre-tax loss, for the nine months ended September 30, 2010. The effective tax rate for 2010 and the first nine months of 2011 differs from the U.S. federal statutory rate of 34% primarily due to stock-based compensation, permanent tax adjustments, and changes in our valuation allowance against our deferred tax assets. Included in the $3.7 million income tax benefit for the nine months ended September 30, 2011 is a $3.9 million tax benefit from the release of valuation allowance on our deferred tax asset, or DTA. In connection with the OffiSync acquisition, a deferred tax liability, or DTL, was established for the book-tax basis differences related to the non-goodwill intangibles. The OffiSync DTL exceeded its acquired deferred tax assets by $3.9 million. The net DTL from the acquisition creates additional source of income to offset our DTA. As such, authoritative guidance requires the impact on the acquiring company’s deferred tax assets and liabilities caused by an acquisition be recorded in the acquiring company’s financial statements outside of acquisition accounting. Accordingly, the valuation allowance on our DTA was released and resulted in a financial statement benefit of $3.9 million.

(13) Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including preferred stock, stock options, and warrants, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share data):

	Year Ended December 31,									Nine Months Ended September 30,
Actual:	2008			2009			2010			2010			2011
										(Unaudited)
Numerator:
Net loss	$	(11,320	)	$	(4,786	)	$	(27,640	)	$	(20,875	)	$	(38,138	)
Denominator:
Weighted-average common shares outstanding		20,555			20,746			22,385			22,177			24,502
Less: Weighted-average unvested common shares subject to repurchase or forfeiture		90			213			289			295			761
Weighted-average shares used to compute net loss per share, basic and diluted		20,465			20,533			22,096			21,882			23,741
Net loss per share, basic and diluted	$	(0.55	)	$	(0.23	)	$	(1.25	)	$	(0.95	)	$	(1.61	)

F-34

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Since we were in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

	Year Ended December 31,						Nine Months Ended  September 30,
	2008		2009		2010		2010		2011
							(Unaudited)
Shares subject to outstanding common stock options		6,461,518		8,623,994		15,454,600		15,054,031		16,274,820
Unvested restricted common stock		54,689		214,841		219,145		293,990		858,651
Shares subject to common stock warrants		—		—		—		—		127,000
Series A preferred stock		10,100,000		10,100,000		10,100,000		10,100,000		10,100,000
Series B preferred stock		—		3,335,817		3,335,817		3,335,817		3,335,817
Series C preferred stock		—		—		5,787,930		—		9,646,550
Shares subject to series C preferred stock warrants		—		—		3,858,620		—		—
		16,616,207		22,274,652		38,756,112		28,783,838		40,342,838

Unaudited pro forma net loss per share for the year ended December 31, 2010 and for the unaudited nine months ended September 30, 2011 has been computed to give effect to the automatic conversion of the convertible preferred stock into common stock, as though the conversion had occurred on the original dates of issuance.

Pro forma:	Year Ended December 31, 2010			Nine Months Ended September 30, 2011
	(in thousands, except per share data)
Pro forma net loss	$	(27,640	)	$	(38,138	)
Basic and diluted shares:
Weighted average shares used to calculate basic and diluted net loss per share attributable to common stockholders		22,096			23,741
Pro forma adjustment to reflect assumed conversion of preferred stock to common stock to occur upon consummation of our expected initial public offering		19,224			23,082
Pro forma basic and diluted shares		41,320			46,823
Pro forma basic and diluted net loss per share	$	(0.67	)	$	(0.81	)

F-35

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

Potentially dilutive securities that were not included in the pro forma diluted per share calculations because they would be anti-dilutive were as follows:

	Year Ended December 31, 2010		Nine Months Ended September 30, 2011
	(Unaudited)
Shares subject to outstanding common stock options		15,454,600		16,274,820
Unvested restricted common stock		219,145		858,651
Shares subject to common stock warrants		—		127,000
Shares subject to preferred stock warrants		3,858,620		—
Total		19,532,365		17,260,461

(14) Statements of Cash Flows

The summary of supplemental cash flows information is as follows (in thousands):

	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009		2010		2010		2011
							(Unaudited)
Supplemental Cash Flow Information
Cash paid for interest	$	126	$	227	$	241	$	165	$	811
Cash paid for income taxes		—		17		76		77		65
Supplemental Non-Cash Information
Common stock issued in connection with acquisition of Filtrbox	$	—	$	—	$	1,013	$	1,013	$	—
Common stock issued in connection with acquisition of Proximal Labs		—		—		—		—		551
Common stock issued in connection with acquisition of OffiSync		—		—		—		—		616
Preferred stock issued in connection with the exercise of liability classified Series C preferred stock warrants										7,449

(15) Commitments and Contingencies

Legal Matters

From time to time, we may become involved in routine litigation arising in the ordinary course of business. While the results of such litigation cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our financial position or results of operations or cash flows.

Operating Leases

Operating lease payments primarily relate to noncancelable operating leases associated with our offices in Oregon, California, Colorado and Israel as well as various equipment leases. The facility lease for the currently occupied space in Oregon includes a five-year renewal option and the lease for the headquarters in Palo Alto, California expires in September 2019. In addition to our currently occupied space, there are other facility leases in Oregon that are no longer being utilized by us that have been fully sublet. Payments received from subleases were $0.1 million, $0.2 million and $0.3 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $0.2 million and $0.9 million for the unaudited nine months ended September 30, 2010 and 2011, respectively, and were recorded as a reduction to rent expense. Minimum rentals to be received in the future under these subleases as of December 31, 2010 were $1.4 million.

F-36

JIVE SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010 AND

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2011 (UNAUDITED)

The approximate future minimum lease payments required under operating leases (including for sublet facilities) were as follows (in thousands):

Year ending December 31,
2011	$	3,445
2012		3,163
2013		2,301
2014		1,412
2015		1,454
Thereafter		4,122
	$	15,897

Rent expense, net of sublease income, was $0.5 million, $1.3 million and $2.5 million for the years ended December 31, 2008, 2009 and 2010, respectively and $1.6 million and $2.6 million for the unaudited nine months ended September 30, 2010 and 2011, respectively.

(16) Geographic Information

Sales to countries which totaled 10% or more of our total revenues, determined based on the location of the end customer, were as follows (dollars in thousands):

	Year Ended December 31,						Nine Months Ended September 30,
	2008		2009(1)		2010		2010		2011
							(Unaudited)
U.S.	$	13,862	$	21,880	$	36,849	$	24,688	$	42,084
Rest of world		3,070		8,114		9,419		6,908		12,687
	$	16,932	$	29,994	$	46,268	$	31,596	$	54,771

(1) During the year ended December 31, 2009, 11% of total revenues was derived from customers in Germany. No other country exceeded 10% of total revenues during any of the other periods presented.

We did not have a significant amount of long-lived assets located outside of the U.S. at December 31, 2009 or 2010 or September 30, 2011.

(17) Employee Benefit Plan

We offer a 401(k) employee savings plan to our U.S.-based employees. We make a nondiscretionary matching contribution equal to 100% of the first 3% and 50% of the next 2% of compensation contributed by employees. We made matching contributions of $0.3 million, $0.4 million and $0.8 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $0.6 million and $1.0 million for the nine months ended September 30, 2010 and 2011, respectively.

(18) Subsequent Events

We have evaluated subsequent events from the balance sheet date through October 24, 2011, the date at which the consolidated financial statements were issued, and determined there were no other items to disclose.

F-37

Independent Auditors’ Report

The Board of Directors

OffiSync Corporation:

We have audited the accompanying consolidated balance sheet of OffiSync Corporation and subsidiary (collectively, the Company) as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of OffiSync Corporation and subsidiary as of December 31, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with U.S generally accepted accounting principles.

/s/    KPMG LLP

Portland, Oregon

August 2, 2011

F-38

OFFISYNC CORPORATION AND SUBSIDIARY

Consolidated Balance Sheet

	December 31, 2010			March 31, 2011
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	514,712		$	288,907
Accounts receivable		12,203			243,018
Prepaid expenses and other receivables		36,557			50,152
Total current assets		563,472			582,077
Property and equipment, net		13,200			13,795
	$	576,672		$	595,872
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	12,368		$	32,333
Accrued payroll, taxes and benefits		75,760			89,130
Deferred revenue, current		267,758			416,982
Income tax payable		20,522			7,387
Other accrued expenses		36,299			57,742
Total current liabilities		412,707			603,574
Deferred revenue, less current portion		66,995			86,149
Total liabilities		479,702			689,723
Stockholders’ equity:
Preferred stock, Series A, liquidation preference of $1,076,235, $0.00005 par value. Authorized 2,000,000 shares; issued and outstanding 2,000,000 shares at December 31, 2010		100			100
Common stock, $0.0001 par value. Authorized 6,000,000 shares; issued and outstanding 3,400,000 shares at December 31, 2010 and March 31, 2011 (unaudited)		340			340
Additional paid-in capital		985,748			994,182
Accumulated deficit		(889,218	)		(1,088,473)
Total stockholders’ equity		96,970			(93,851	)
	$	576,672		$	595,872

See accompanying notes to consolidated financial statements.

F-39

OFFISYNC CORPORATION AND SUBSIDIARY

Consolidated Statement of Operations

	Year ended December 31, 2010			Three Months Ended March  31,
				2010			2011
				(Unaudited)
Revenues:
Software revenue	$	80,891		$	—		$	108,182
Total revenues		80,891
Cost of revenues		7,115			—			—
Gross profit		73,776			—			108,182
Operating expenses:
Research and development		546,335			63,721			213,869
Sales and marketing		221,236			53,936			51,663
General and administrative		141,815			36,594			33,334
Total operating expenses		909,386			154,251			298,866
Loss from operations		(835,610	)		(154,251	)		(190,684	)
Other expense, net:
Interest expense		4,334			3,072			1,184
Other expense, net		4,334			3,072			1,184
Loss before taxes		(839,944	)		(157,323	)		(191,868	)
Income tax expense		20,522			1,985			7,387
Net loss	$	(860,466	)	$	(159,308	)	$	(199,255	)

See accompanying notes to consolidated financial statements.

F-40

OFFISYNC CORPORATION AND SUBSIDIARY

Consolidated Statement of Stockholders’ Equity

Year ended December 31, 2010

	Series A preferred stock				Common stock				Additional paid-in capital		Accumulated deficit			Total stockholders’ equity
	Shares		Amount		Shares		Amount
Balance at December 31, 2009		1,400,000	$	70		3,400,000	$	340	$	660,630	$	(28,752	)	$	632,288
Issuance of Series A preferred shares, net of issuance costs of $43,000		600,000		30		—		—		300,710		—			300,740
Stock-based compensation		—		—		—		—		24,408		—			24,408
Net loss		—		—		—		—		—		(860,466	)		(860,466	)
Balance at December 31, 2010		2,000,000	$	100		3,400,000	$	340	$	985,748	$	(889,218	)	$	96,970
Stock-based compensation (unaudited)		—		—		—		—		8,434		—			8,434
Net loss (unaudited)		—		—		—		—		—		(199,255	)		(199,255	)
Balance at March 31, 2011 (unaudited)		2,000,000	$	100		3,400,000	$	340	$	994,182	$	(1,088,473	)	$	(93,851	)

See accompanying notes to consolidated financial statements.

F-41

OFFISYNC CORPORATION AND SUBSIDIARY

Consolidated Statement of Cash Flows

	Year  ended December 31, 2010			Three Months Ended March 31,
				2010			2011
				(Unaudited)
Cash flows from operating activities:
Net loss	$	(860,466	)	$	(159,308	)	$	(199,255	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,274			525			1,194
Stock-based compensation		24,408			—			8,434
Increase in assets:
Accounts receivable		(12,203	)		—			(230,815	)
Prepaid expenses and other receivables		(32,021	)		(3,428	)		(13,595	)
Increase in liabilities:
Accounts payable		12,368			5,844			19,965
Accrued payroll, taxes and benefits		75,760			9,811			13,370
Deferred revenue		334,753			—			168,378
Income tax payable		20,522			1,985			(13,135	)
Other accrued liabilities		36,299			6,168			21,443
Net cash used in operating activities		(398,306	)		(138,433	)		(224,016	)
Cash flows from investing activity:
Purchases of property and equipment		(15,474	)		(4,647	)		(1,789	)
Net cash used in investing activity		(15,474	)		(4,647	)		(1,789	)
Cash flows from financing activities:
Issuance of preferred stock		300,740			—			—
Net cash provided by financing activities		300,740			—			—
Net decrease in cash and cash equivalents		(113,040	)		(143,080	)		(225,805	)
Cash and cash equivalents at beginning of year		627,752			627,752			514,712
Cash and cash equivalents at end of year	$	514,712		$	484,672		$	288,907

See accompanying notes to consolidated financial statements.

F-42

OFFISYNC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Description of the Business

OffiSync Corporation is a privately owned corporation, originally organized October 2009 in the state of Delaware. OffiSync Israel Ltd is a wholly owned subsidiary of OffiSync Corporation organized in January 2010 in Israel. OffiSync Corporation and OffiSync Israel Ltd (the Company) provide a software solution that brings web content into Microsoft Office applications and enables users to work on documents together.

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

(b) Principles of Consolidation

The consolidated financial statements include the accounts of OffiSync Corporation and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

(c) Revenue Recognition

Revenue is generated from the licensing of software products under perpetual licenses. Revenue is recognized when all four of the following conditions are met:

• there is persuasive evidence of an arrangement;

• the product or services have been delivered to the customer;

• the amount of fees to be paid by the customer is fixed or determinable; and

• the collection of the related fees is reasonably assured.

Products are bundled with post-contract customer support, which is governed by industry specific software revenue recognition rules (ASC 985). These rules specify the four criteria that must be met prior to recognizing revenue for a single element arrangement from amounts allocated to individual elements in a multiple element arrangement. ASC 985 requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on vendor-specific objective evidence (VSOE) of the relative fair values of each element in the arrangement. The Company does not sell support for products on a standalone basis and therefore is unable to establish the fair value this revenue through VSOE. For the year ended December 31, 2010, the majority of the Company’s product revenue relates to fees received from two customers who embed the OffiSync product along with their product. The Company recognized revenue ratably over the stated contract as it has an obligation to provide support and has not established VSOE for support services.

The Company’s policy is to record revenue net of any applicable sales, use or excise taxes.

(d) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of 90 days or less when purchased to be cash and cash equivalents. Cash equivalents which can include financial instruments such as certificates of deposits and money market funds are recorded at cost, which approximates market value.

F-43

OFFISYNC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

(e) Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Accounts balances are considered delinquent if payment is not received by the due date. Accounts receivable are written off when deemed uncollectible. Recovery of accounts receivable previously written off is recorded when received. Interest is not charged on accounts receivable.

As of December 31, 2010 and March 31, 2011 (unaudited) there was no allowance for doubtful accounts.

(f) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to fifteen years. Amortization of leasehold improvements is provided using the straight-line method over the remaining life of the lease or the useful life of the asset, whichever is shorter.

Ordinary maintenance and repairs are expensed as incurred.

(g) Accounting for the Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment loss is recorded for the amount by which the carrying amount of the asset exceeds its fair value.

No indicators of impairment were identified for the year ended December 31, 2010 and the three months ended March 31, 2011 (unaudited).

(h) Deferred Revenue

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from the Company’s license, support and maintenance revenue described above and is recognized as the revenue recognition criteria are met.

(i) Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and trade receivables. Cash is placed on deposit in major financial institutions in the United States and Israel. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash deposits are financially sound, and accordingly, minimal credit risk exists with respect to these balances.

The Company does not require customers to provide collateral to support accounts receivable. When necessary, credit reviews of significant customers are performed prior to extending credit. The determination of a customer’s ability to pay requires significant judgment, and failure to collect from a customer can adversely affect revenue, cash, and net income. The Company maintains an allowance for potential doubtful accounts.

F-44

OFFISYNC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Two individual customers accounted for 69% and 68% of total revenue for the year ended December 31, 2010. One different customer accounted for 99% and 93% of total accounts receivable at December 31, 2010 and March 31, 2011 (unaudited), respectively.

(j) Stock-Based Compensation

The Company calculates stock-based compensation expense utilizing fair value based methodologies and recognizes the expense over the vesting period of such awards.

(k) Income Taxes

The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is estimated to become more likely than not that a portion of the deferred tax assets will not be realized.

The Company recognizes the effect of income tax positions only if those positions are “more likely than not” of being sustained. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense within the consolidated financial statements.

(l) Leases

The Company leases its facilities under operating leases. For leases that contain rent escalation or rent concession provisions, the total rent expense during the lease term is recorded on a straight-line basis over the term of the lease. The difference between the rent paid and the straight-line rent expense is recorded as a deferred rent liability in current liabilities in the accompanying balance sheets.

(m) Research and Development and Advertising Costs

Research and development costs are expensed as incurred. Advertising costs are expensed as incurred as a component of sales and marketing expense.

(3) Property and Equipment, Net

The following table sets forth the components of property and equipment:

	December 31, 2010			(unaudited) March  31, 2011
Computers, equipment and software	$	13,878		$	15,367
Leasehold improvements		896			896
Furniture and fixtures		700			1,000
		15,474			17,263
Less accumulated depreciation and amortization		(2,274	)		(3,468	)
	$	13,200		$	13,795

Depreciation expense was $2,274 for the year ended December 31, 2010, and $1,194 for the three months ended and March 31, 2011 (unaudited).

F-45

OFFISYNC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

(4) Stockholders’ Equity

Authorized capital stock of the Company totals 8,000,000 shares of which 6,000,000 shares are designated as Common Stock, par value of $0.0001, and 2,000,000 shares are designated as Preferred Stock, par value of $0.00005.

(a) Common Stock

As of December 31, 2010 and March 31, 2011 (unaudited), there were 3,400,000 shares issued and outstanding. Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive pro rata assets available for distribution to stockholders. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company.

(b) Preferred Stock

As of December 31, 2010 and March 31, 2011 (unaudited), there were 2,000,000 Series A shares outstanding. The Series A stock was issued in 2009 and 2010 in exchange for net proceeds of $957,000. The issue price for Series A is $0.50 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations, or the like with respect to such shares).

Dividends

Holders of Preferred Stock shall be entitled, on an as-converted to Common Stock pro rata basis, to receive dividends out of the assets of the Company, which are by law available, therefore, when, as and if declared by the Board of Directors, payable either in cash, in property, or in shares of capital stock. The right to dividends shall not be cumulative, and no right shall accrue to holders of any shares of capital stock by reason of the fact that dividends on said shares are not declared in any period, nor shall any undeclared or unpaid dividend on any shares of capital stock bear or accrue interest.

Liquidation Rights

In the event of any Liquidation Event, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Common Stock and any other series of Preferred Stock by reason of their ownership of such stock, an amount per share for each share of Series A Preferred Stock held by them equal to the Series A original issue price plus all declared and unpaid dividends plus an 8% annual interest rate. If upon the Liquidation Event, the assets of the Company conform legally available for distribution to the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified then the assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive.

Conversion

Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by dividing the Original Issue Price for the relevant series by the Conversion Price for such series (i.e. the Conversion Rate). Upon any decrease or increase in the Conversion Price for any series of Preferred Stock, the Conversion Rate for such series shall be appropriately increased or decreased.

F-46

OFFISYNC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Each share of Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering on The Nasdaq Global Select Market or other nationally recognized exchange, or (ii) upon the receipt by the Corporation of a written request for such conversion from the holders of at least sixty percent (60%) of the Preferred Stock then outstanding, voting together as a single class on an as-converted basis, or, if later, the effective date for conversion specified in such requests (each, an Automatic Conversion Event).

(5) Income Taxes

Income tax provision for the year ended December 31, 2010 was as follows:

	Tax expense
Current tax expense:
Federal	$	—
Foreign		25,234
		25,234
Deferred tax expense:
Federal		—
Foreign		(4,712	)
		(4,712	)
	$	20,522

The tax effects of temporary differences and net operating loss carryforwards which give rise to deferred tax assets at December 31, 2010 were as follows:

	December 31, 2010
Deferred tax assets:
Accrued vacation	$	15,006
Deferred rent expense		819
Social benefits		3,807
Federal and state net operating loss carryforwards		970,897
Total gross deferred tax assets		990,529
Less valuation allowance		(970,897	)
Net deferred tax assets	$	19,632

The Company has U.S. federal net operating loss carryforwards of $970,897 and $25,752 at December 31, 2010 and 2009, respectively. These carryforwards will expire between 2029 and 2030 if not used by the Company to reduce income taxes payable in future periods.

A provision of the Internal Revenue Code requires the utilization of net operating losses be limited when there is a change of more than 50% in ownership of the Company.

ASC Topic 740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that the Company assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient

F-47

OFFISYNC CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

taxable income within the carryforward period. Due to the Company’s recent history of operating losses, the Company believes the recognition of the US deferred tax assets arising from the above mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, has provided a full valuation allowance.

The Company’s effective rate was an expense of 24% during 2010. The effective tax rate during 2010 differs from the federal statutory rate primarily due to the realization of deferred tax assets, stock-based compensation recorded under Topic 718, Foreign Rate Differentials, and non-deductible meal and entertainment expenses.

(6) Commitments and Contingencies

From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. While the results of such litigation cannot be predicted with certainty, the Company believes that the final outcome of such matters will not have a material adverse effect on the Company’s consolidated balance sheet, statements of operation, or liquidity.

Operating lease payments primarily relate to a noncancelable operating lease associated with the Company’s offices in Israel. The approximate future minimum lease payments required under the operating lease were as follows (in thousands):

Year ending December 31:
2011	$	11,639
	$	11,639

Rent expense was $23,254 and $6,673 for the year ended December 31, 2010 and the three months ended March 31, 2011 (unaudited), respectively.

(7) Indemnification Obligations

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to the Company’s current products.

It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

(8) Subsequent Events

On May 18, 2011, Jive Software, Inc. acquired 100% of the Company’s outstanding capital stock for approximately $22.7 million in cash and 600,000 shares of common stock. As a result, the Company became a wholly owned subsidiary of Jive Software, Inc.

The Company has evaluated subsequent events from the balance sheet date through August 2, 2011, the date at which the consolidated financial statements were available to be issued, and determined there are no other items to disclose.

F-48

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

On May 18, 2011, Jive Software, Inc. (the “Company”) acquired 100% of the outstanding capital stock of the OffiSync Corporation, or OffiSync, a Seattle, Washington-based company, for approximately $22.7 million in cash and 78,110 shares of its common stock for a total value of $23.3 million. OffiSync is a provider of connections to social business software for the Microsoft environment, including Microsoft Outlook and Microsoft Office.

The Company also issued 441,102 shares of restricted common stock to certain OffiSync employees, the fair value of these shares on the grant date was $3.5 million, the shares vest over 3 years and will be recognized as stock-compensation expense over the requisite service period. In addition, unvested stock options, for which no service was performed prior to acquisition, held by OffiSync employees who were retained were converted to 80,788 of common stock options. The fair value of stock options assumed were estimated using Black-Scholes pricing model.

The acquisition will be accounted for using the purchase method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed from OffiSync will be recorded at their estimated fair values as of the date of the acquisition. Our preliminary allocation of the purchase price is pending completion of several elements, including the finalization of an independent appraisal for the purposes of measuring the fair value of acquired intangible assets. Accordingly, there may be material adjustments to the preliminary allocation of the purchase price.

For purposes of the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2010, and the nine months ended September 30, 2011, we assumed that the OffiSync acquisition occurred on January 1, 2010. As a result, the Unaudited Pro Forma Condensed Consolidated Statement of Operations was derived from our audited consolidated statement of operations for the year then ended December 31, 2011 and OffiSync’s audited consolidated statement of operations for the year then ended December 31, 2011. The following Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2011 combines our historical consolidated statement of operations for the nine months then ended with OffiSync’s historical consolidated statement of operations for the period of January 1, 2011 through May 18, 2011.

The unaudited pro forma condensed combined financial statements are not necessarily an indication of the results that would have been achieved had the acquisition been consummated as of the dates indicated or that may be achieved in the future. Furthermore, no effect has been given in the unaudited pro forma condensed combined statements of operations for synergistic benefits or cost savings that may be realized through the combination of us and OffiSync or costs that may be incurred in integrating the two companies. The Unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our historical consolidated financial statements and accompanying notes included in this prospectus.

F-49

Unaudited Pro Forma Condensed Combined Statement of Operations

(In thousands, except per share data)

	Historical						Pro Forma Adjustments			Notes			Pro Forma
	Jive Software Year Ended December 31, 2010			OffiSync Year Ended December 31, 2010
Revenue	$	46,268		$	81		$	(31	)		(A)		$	46,318
Cost of revenue		19,706			7			2,299			(B),(D)			22,012
Gross profit		26,562			74			(2,330	)					24,306
Operating expenses:
Research and development		18,278			546			1,257			(C),(G)			20,081
Sales and marketing		28,592			221			—						28,813
General and administrative		6,746			142			1,215			(C),(F)			8,103
Total operating expenses		53,616			909			2,472						56,997
Loss from operations		(27,054	)		(836	)		(4,802	)					(32,692	)
Interest income (expense) and other, net		(495	)		(4	)		—						(499	)
Loss before provision for income taxes		(27,549	)		(840	)		(4,802	)					(33,191	)
Provision for income taxes		91			21			3,851			(E)			3,963
Net loss	$	(27,640	)	$	(861	)	$	(8,653	)				$	(37,154	)
Net loss per common share, basic	$	(1.25	)								(H	)	$	(1.68	)
Net loss per common share, diluted	$	(1.25	)								(H	)	$	(1.68	)
Shares used in computing net loss per common share, basic		22,096									(H	)		22,173
Shares used in computing net loss per common share, diluted		22,096									(H	)		22,173

See accompanying notes to unaudited pro forma condensed combined financial statements.

F-50

Unaudited Pro Forma Condensed Combined Statement of Operations

(In thousands, except per share data)

	Jive Software Nine Months  Ended September 30, 2011			OffiSync January 1, 2011 through May 18, 2011			Pro Forma Adjustments			Notes		Pro Forma
Revenue	$	54,771		$	205		$	(132	)		(A)	$	54,844
Cost of revenue		24,354						812			(B),(D)		25,166
Gross profit		30,417			205			(944	)				29,678
Operating expenses:
Research and development		23,320			336			191			(C),(G)		23,847
Sales and marketing		31,757			75			—					31,832
General and administrative		9,120			81			(229	)		(C),(F)		8,972
Total operating expenses		64,197			492			(38	)				64,651
Loss from operations		(33,780	)		(287	)		(906	)				(34,973	)
Interest income (expense) and other, net		(8,068	)		(5	)		—					(8,073	)
Loss before provision for income taxes		(41,848	)		(292	)		(906	)				(43,046	)
Provision for income taxes		(3,710	)		11			3,851			(E)		152
Net loss	$	(38,138	)	$	(303	)	$	(4,757	)			$	(43,198	)
Net loss per common share, basic	$	(1.61	)								(H)	$	(1.81	)
Net loss per common share, diluted	$	(1.61	)								(H)	$	(1.81	)
Shares used in computing net loss per common share, basic		23,741									(H)		23,917
Shares used in computing net loss per common share, diluted		23,741									(H)		23,917

See accompanying notes to unaudited pro forma condensed combined financial statements.

F-51

1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements are based on the historical financial information of Jive Software, Inc., or Jive, and the OffiSync Corporation. (“OffiSync”) after giving effect to the acquisition of OffiSync by Jive using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2011 and for the year ended December 31, 2010 combines the historical results for Jive for each of the periods presented, and the historical results for OffiSync for the period of January 1, 2011 through the date of acquisition, May 18, 2011, and the year ended December 31, 2010 as if the acquisition had occurred as of January 1, 2010.

2. Pro Forma Adjustments

The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations:

(A)	Reflects OffiSync revenue related to the Company as a result of a pre-existing distribution agreement.
(B)	Reflects the Company’s cost of revenue related to OffiSync as a result of a pre-existing distribution agreement.
(C)	Reflects additional stock-based compensation expense associated with the assumed unvested options and restricted stock units of $1.7 million and $0.6 million for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively.
(D)	Reflects amortization of identifiable intangible assets of $2.3 million and $0.9 million for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively.
(E)	The Company recorded a $3.9 million deferred tax liability as of the acquisition date primarily related to the acquired intangible assets. As such, authoritative guidance requires the Company to record the impact on the acquiring company’s deferred tax assets outside of purchase accounting. Accordingly, the valuation allowance on the Company’s deferred tax assets will be released and result in an estimated financial statement benefit of $3.9 million.
(F)	The Company incurred direct transaction costs of approximately $0.5 million, which was charged to general a expenses and administrative in the nine months ended September 30, 2011.
(G)	Reflects $0.3 million in bonuses paid to OffiSync employees who were retained by the Company on the date of the acquisition, as well as $0.2 million in retention bonuses payable to employees one year from the acquisition date.
(H)	Reflects the issuance of 78,110 shares of common stock as well as the vesting of 176,441 shares of restricted common stock associated with the acquisition, as if the acquisition had occurred January 1, 2010.

F-52

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee and the FINRA filing fee. All the expenses below will be paid by the Registrant.

	Amount To Be Paid
SEC registration fee	$	15,571
FINRA registration fee		13,956
Initial Nasdaq listing fee		25,000
Legal fees and expenses		1,765,000
Accounting fees and expenses		600,000
Printing and engraving expenses		100,000
Transfer agent expenses		12,000
Blue Sky fees and expenses		15,000
Miscellaneous fees and expenses		91,173
Total	$	2,637,700

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

Our amended and restated certificate of incorporation to be in effect upon the completion of this offering provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws to be in effect upon the completion of this offering provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

In addition, we have entered into indemnification agreements with our directors, officers and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the Registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.

II-1

Item 15. Recent Sales of Unregistered Securities

Since January 1, 2008, we have made the following sales of unregistered securities:

Preferred Stock Issuances

• On October 13, 2009, we sold 3,335,817 shares of our Series B preferred stock to a total of four accredited investors at a purchase price of $3.68 per share.

• On July 19, 2010, we sold 5,787,930 shares of our Series C preferred stock to a total of four accredited investors at a purchase price of $5.18 per share.

• On September 29, 2011 and September 30, 2011, we sold an aggregate of 3,858,620 shares of our Series C preferred stock to a total of four accredited investors on the exercise of outstanding warrants at a price per share of $10.37.

Option and Option-Related Common Stock Issuances

• From January 1, 2008 through November 29, 2011, we granted to our directors, officers, employees, consultants and other service providers options to purchase 21,811,518 shares of our common stock with per share exercise prices ranging from $0.18 to $11.70 under our 2007 Plan.

• From January 1, 2008 through November 29, 2011, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 4,048,573 shares of our common stock at exercise prices ranging from $0.30 to $4.32 pursuant to exercises of options granted under our 2007 Plan.

• From January 1, 2008 through November 29, 2011, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 1,015,778 shares of our common stock at an exercise price of $0.1040 per share pursuant to exercises of options granted under our 2002 Plan.

Restricted Stock Issuances

• From January 1, 2008 through September 30, 2011, we granted to our directors, officers, employees, consultants and other service providers an aggregate of 260,047 shares of our common stock at prices ranging from $0.00 to $0.56 per share under our 2007 Plan.

Warrant Issuances

• On July 19, 2010, we issued warrants exercisable for 3,858,620 shares of our Series C preferred stock to a total of four accredited investors with an exercise price of $10.37 per share.

• On May 17, 2011, we issued to Silicon Valley Bank warrants exercisable for the purchase of 127,000 shares of our common stock with an exercise price of $7.87 per share.

Other Common Stock Issuances

• On January 6, 2010, we issued 848,400 shares of our common stock, with a value of $1.51 per share, to sophisticated investors in connection with our acquisition of all outstanding shares of Filtrbox, Inc.

• On March 18, 2011, we issued 400,000 shares of our common stock, with a value of $4.32 per share, to sophisticated investors in connection with our acquisition of all of the outstanding common stock of Proximal Labs, Inc.

• On May 18, 2011, we issued 519,212 shares of our common stock, with a value of $7.87 per share, to sophisticated investors and certain accredited investors in connection with our acquisition of OffiSync Corporation.

• On November 5, 2010 we issued an option to purchase 10,000 shares of our common stock outside of our equity incentive plans to Banatao Heritage Trust dba Tallwood Venture Capital at a purchase price of $2.85 per share for an aggregate purchase price of $28,500. The shares subject to this option were exercised in full on November 3, 2011.

II-2

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All such recipients either received adequate information about us or had access, through employment or other relationships, to such information.

Item 16. Exhibits and Financial Statements

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit Number	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1#	Amended and Restated Certificate of Incorporation of the Company as currently in effect.
3.2	Form of Amended and Restated Certificate of Incorporation of the Company to be in effect upon completion of the offering.
3.3#	Bylaws as currently in effect.
3.4	Form of Amended and Restated Bylaws of the Company to be effective upon completion of the offering.
4.1	Form of Common Stock Certificate.
4.2#	Third Amended and Restated Investor Rights Agreement, by and among the Company and the investors party thereto, dated March 28, 2011.
4.3#	Warrant to Purchase Stock issued by the Company to Silicon Valley Bank, dated May 17, 2011.
5.1	Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1#	2007 Stock Incentive Plan, as amended, and Form of Stock Option Agreement under 2007 Stock Incentive Plan.
10.2	2002 Stock Incentive Plan, as amended, and Form of Stock Option Agreement under 2002 Stock Incentive Plan.
10.3*	2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011 Equity Incentive Plan to be in effect upon completion of the offering.
10.4	Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.
10.5#	Employment Agreement, between the Company and Anthony Zingale, dated May 2, 2010, effective May 3, 2010.
10.6#	Offer Letter, between the Company and Bryan LeBlanc, dated June 6, 2008.
10.7#	Offer Letter, between the Company and John McCracken, dated October 28, 2008.
10.8#	Offer Letter, between the Company and Robert Brown, dated March 21, 2008.
10.9#	Offer Letter, between the Company and Brian Roddy, dated April 20, 2010.
10.10#	Offer Letter, between the Company and David Hersh, dated July 2, 2002.

II-3

Exhibit Number	Description of Exhibit
10.11†	Master Agreement for U.S. Availability Services between SunGard Availability Services LP and the Company, dated January 1, 2009.
10.12	Lease Agreement between the Company and Harsch Investment Properties, LLC, dated February 25, 2008.
10.13	First Amendment to the Lease Agreement between the Company and Harsch Investment Properties, dated October 1, 2010.
10.14	Lease Agreement between the Company and TTC Partners III, LC, dated May 13, 2010.
10.15#	Amended and Restated Loan and Security Agreement between the Company and Silicon Valley Bank, dated October 14, 2008, as amended.
10.16#	Sixth Loan Modification Agreement between the Company and Silicon Valley Bank, dated September 29, 2011.
21.1#	List of subsidiaries.
23.1	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.2	Consent of KPMG, independent auditor.
23.3	Consent of KPMG, independent registered public accounting firm.
24.1#	Power of Attorney (see page II-6 of the original filing of this registration statement).

* To be filed by amendment.

† Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.

# Previously filed.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus as filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-4

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

a. The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(4) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 5 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 30th day of November, 2011.

JIVE SOFTWARE, INC.
By	/s/ Anthony Zingale
	Anthony Zingale
	Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 5 to Registration Statement has been signed by the following persons in the capacities indicated on November 30, 2011:

Signature	Title
/s/ Anthony Zingale Anthony Zingale	Director and Chief Executive Officer (Principal Executive Officer)
/s/ Bryan LeBlanc Bryan LeBlanc	Chief Financial Officer (Principal Financial and Accounting Officer)
* David G. DeWalt	Director
* Jim Goetz	Director
* Jonathan Heiliger	Director
* Bill Lanfri	Director
* Sundar Pichai	Director
* Chuck Robel	Director
* Ted Schlein	Director
* Bill Lynch	Director

*By:	/s/ Bryan LeBlanc
	Bryan LeBlanc     Attorney-in-fact

II-6

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1#	Amended and Restated Certificate of Incorporation of the Company as currently in effect.
3.2	Form of Amended and Restated Certificate of Incorporation of the Company to be in effect upon completion of the offering.
3.3#	Bylaws as currently in effect.
3.4	Form of Amended and Restated Bylaws of the Company to be effective upon completion of the offering.
4.1	Form of Common Stock Certificate.
4.2#	Third Amended and Restated Investor Rights Agreement, by and among the Company and the investors party thereto, dated March 28, 2011.
4.3#	Warrant to Purchase Stock issued by the Company to Silicon Valley Bank, dated May 17, 2011.
5.1	Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1#	2007 Stock Incentive Plan, as amended, and Form of Stock Option Agreement under 2007 Stock Incentive Plan.
10.2	2002 Stock Incentive Plan, as amended, and Form of Stock Option Agreement under 2002 Stock Incentive Plan.
10.3*	2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011 Equity Incentive Plan to be in effect upon completion of the offering.
10.4	Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.
10.5#	Employment Agreement, between the Company and Anthony Zingale, dated May 2, 2010, effective May 3, 2010.
10.6#	Offer Letter, between the Company and Bryan LeBlanc, dated June 6, 2008.
10.7#	Offer Letter, between the Company and John McCracken, dated October 28, 2008.
10.8#	Offer Letter, between the Company and Robert Brown, dated March 21, 2008.
10.9#	Offer Letter, between the Company and Brian Roddy, dated April 20, 2010.
10.10#	Offer Letter, between the Company and David Hersh, dated July 2, 2002.
10.11†	Master Agreement for U.S. Availability Services between SunGard Availability Services LP and the Company, dated January 1, 2009.
10.12	Lease Agreement between the Company and Harsch Investment Properties, LLC, dated February 25, 2008.
10.13	First Amendment to the Lease Agreement between the Company and Harsch Investment Properties, dated October 1, 2010.
10.14	Lease Agreement between the Company and TTC Partners III, LC, dated May 13, 2010.
10.16#	Amended and Restated Loan and Security Agreement between the Company and Silicon Valley Bank, dated October 14, 2008, as amended.
10.17#	Sixth Loan Modification Agreement between the Company and Silicon Valley Bank, dated September 29, 2011.
21.1#	List of subsidiaries.

Exhibit Number	Description of Exhibit
23.1	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.2	Consent of KPMG, independent auditor.
23.3	Consent of KPMG, independent registered public accounting firm.
24.1#	Power of Attorney (see page II-6 of the original filing of this registration statement).

* To be filed by amendment.

† Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.

# Previously filed.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

JIVE SOFTWARE, INC.

a Delaware Corporation

Jive Software, Inc., a Corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

A.        The Corporation was originally formed on February 7, 2001, as a Delaware corporation under the name “CoolServlets Inc.” and changed its name to “Jive Software, Inc.” on August 8, 2007.

B.        This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.

C.        The text of the Certificate of Incorporation of this Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of the Corporation is Jive Software, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware, county of New Castle, is 108 West 13^th Street, Wilmington, Delaware 19801. The name of its registered agent at such address is Business Filings Incorporated.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which Corporation’s may be organized under the DGCL.

ARTICLE IV

4.1        Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 300,000,000 shares, consisting of 290,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).

4.2        Increase or Decrease in Authorized Capital Stock.  The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 4.4 of this Article IV.

4.3        Common Stock.

(a)        The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of shares of Common Stock are entitled to vote. Except as otherwise required by law or this certificate of incorporation (this “Certificate of Incorporation” which term, as used herein, shall mean the certificate of incorporation of the Corporation , as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock), and subject to the rights of the holders of Preferred Stock, at any annual or special meeting of the stockholders the holders of shares of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences, or relative participating, optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereon, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one more other such series, to vote thereon pursuant to this Certificate of Incorporation (including, without limitation, by any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(b)        Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation ) when, as and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c)        In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation , after payment or provision for payment of the debts and other liabilities of the Corporation , and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

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4.4        Preferred Stock.

(a)        The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designations filed pursuant to the DGCL the powers, designations, preferences and relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions that dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

(b)        The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

5.1        General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

5.2        Number of Directors; Election; Term.

(a)        Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed solely by resolution of the Board of Directors.

(b)        Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, effective upon the closing date (the “Effective Date”) of the initial sale of shares of common stock in the Corporation’s initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, the directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The initial assignment of members of the Board of Directors to each such class shall be made by the Board of Directors. The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the Effective Date, the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the

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Effective Date. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Date, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if the number of directors that constitutes the Board of Directors is changed, any newly created directorships or decrease in directorships shall be so apportioned by the Board of Directors among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(c)        Notwithstanding the foregoing provisions of this Section 5.2, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.

(d)        Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

5.3        Removal. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, a director may be removed from office by the stockholders of the Corporation only for cause.

5.4        Vacancies and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, and except as otherwise provided in the DGCL, vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been assigned by the Board of Directors and until his or her successor shall be duly elected and qualified.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VII

7.1        No Action by Written Consent of Stockholders. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.

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7.2        Special Meetings. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the Corporation may be called only by the Board of Directors, the chairperson of the Board of Directors, the chief executive officer or the president (in the absence of a chief executive officer), and the ability of the stockholders to call a special meeting is hereby specifically denied. The Board of Directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

7.3        Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VIII

8.1        Limitation of Personal Liability. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

8.2        Indemnification.

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

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Any repeal or amendment of this Article VIII by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Article VIII will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

ARTICLE IX

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. Notwithstanding any other provision of this Certificate of Incorporation, and in addition to any other vote that may be required by law or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least 66 ²/3% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Article V, Article VI, Article VII or this Article IX (including, without limitation, any such Article as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Article).

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IN WITNESS WHEREOF, Jive Software, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this              day of                     , 2011.

By:	/s/Anthony Zingale
	Anthony Zingale
	Chief Executive Officer

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS OF

JIVE SOFTWARE, INC.

(initially adopted on February 7, 2001)

(as amended and restated on August 23, 2011 and effective as of the

closing of the corporation’s initial public offering)

TABLE OF CONTENTS

		Page
ARTICLE I — CORPORATE OFFICES			1
1.1	REGISTERED OFFICE		1
1.2	OTHER OFFICES		1
ARTICLE II — MEETINGS OF STOCKHOLDERS			1
2.1	PLACE OF MEETINGS		1
2.2	ANNUAL MEETING		1
2.3	SPECIAL MEETING		1
2.4	ADVANCE NOTICE PROCEDURES		2
2.5	NOTICE OF STOCKHOLDERS’ MEETINGS		6
2.6	QUORUM		6
2.7	ADJOURNED MEETING; NOTICE		6
2.8	CONDUCT OF BUSINESS		6
2.9	VOTING		7
2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		7
2.11	RECORD DATES		7
2.12	PROXIES		8
2.13	LIST OF STOCKHOLDERS ENTITLED TO VOTE		8
2.14	INSPECTORS OF ELECTION		9
ARTICLE III — DIRECTORS			9
3.1	POWERS		9
3.2	NUMBER OF DIRECTORS		9
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		9
3.4	RESIGNATION AND VACANCIES		10
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		10
3.6	REGULAR MEETINGS		10
3.7	SPECIAL MEETINGS; NOTICE		11
3.8	QUORUM; VOTING		11
3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		11
3.10	FEES AND COMPENSATION OF DIRECTORS		12
3.11	REMOVAL OF DIRECTORS		12
ARTICLE IV — COMMITTEES			12
4.1	COMMITTEES OF DIRECTORS		12
4.2	COMMITTEE MINUTES		12
4.3	MEETINGS AND ACTION OF COMMITTEES		12
4.4	SUBCOMMITTEES		13
ARTICLE V — OFFICERS			13
5.1	OFFICERS		13
5.2	APPOINTMENT OF OFFICERS		14
5.3	SUBORDINATE OFFICERS		14

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TABLE OF CONTENTS

(continued)

		Page
5.4	REMOVAL AND RESIGNATION OF OFFICERS		14
5.5	VACANCIES IN OFFICES		14
5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS		14
5.7	AUTHORITY AND DUTIES OF OFFICERS		15
5.8	THE CHAIRPERSON OF THE BOARD		15
5.9	THE VICE CHAIRPERSON OF THE BOARD		15
5.10	THE CHIEF EXECUTIVE OFFICER		15
5.11	THE PRESIDENT		15
5.12	THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS		15
5.13	THE SECRETARY AND ASSISTANT SECRETARIES		16
5.14	THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURERS		16
ARTICLE VI — STOCK			16
6.1	STOCK CERTIFICATES; PARTLY PAID SHARES		16
6.2	SPECIAL DESIGNATION ON CERTIFICATES		17
6.3	LOST, STOLEN OR DESTROYED CERTIFICATES		17
6.4	DIVIDENDS		17
6.5	TRANSFER OF STOCK		18
6.6	STOCK TRANSFER AGREEMENTS		18
6.7	REGISTERED STOCKHOLDERS		18
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER			18
7.1	NOTICE OF STOCKHOLDERS’ MEETINGS		18
7.2	NOTICE BY ELECTRONIC TRANSMISSION		19
7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS		19
7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL		20
7.5	WAIVER OF NOTICE		20
ARTICLE VIII — INDEMNIFICATION			20
8.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS		20
8.2	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE        CORPORATION		21
8.3	SUCCESSFUL DEFENSE		21
8.4	INDEMNIFICATION OF OTHERS		21
8.5	ADVANCED PAYMENT OF EXPENSES		21
8.6	LIMITATION ON INDEMNIFICATION		22
8.7	DETERMINATION; CLAIM		22
8.8	NON-EXCLUSIVITY OF RIGHTS		23
8.9	INSURANCE		23
8.10	SURVIVAL		23
8.11	EFFECT OF REPEAL OR MODIFICATION		23
8.12	CERTAIN DEFINITIONS		23

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX — GENERAL MATTERS			24
9.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		24
9.2	FISCAL YEAR		24
9.3	SEAL		24
9.4	CONSTRUCTION; DEFINITIONS		24
ARTICLE X — AMENDMENTS			24

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AMENDED AND RESTATED BYLAWS OF JIVE SOFTWARE, INC.

ARTICLE I — CORPORATE OFFICES

1.1        REGISTERED OFFICE

The registered office of Jive Software, Inc. shall be fixed in the corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation shall mean the certificate of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock.

1.2        OTHER OFFICES

The corporation’s board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II — MEETINGS OF STOCKHOLDERS

2.1        PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

2.2        ANNUAL MEETING

The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business may be transacted.

2.3        SPECIAL MEETING

(i)        A special meeting of the stockholders, other than those required by statute, may be called at any time only by (A) the board of directors, (B) the chairperson of the board of directors, (C) the chief executive officer or (D) the president (in the absence of a chief executive officer). A special meeting of the stockholders may not be called by any other person or persons. The board of directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(ii)        The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors, the chairperson of the board of directors, the chief executive officer or the president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4     ADVANCE NOTICE PROCEDURES

(i)        Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities and Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations), and included in the notice of meeting given by or at the direction of the board of directors, for the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

  (a)        To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”).

  (b)        To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the

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stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date for notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

  (c)        Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii)        Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

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  (a)        To comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a) above.

  (b)        To be in proper written form, such stockholder’s notice to the secretary must set forth:

  (1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and

  (2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b) above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

  (c)        At the request of the board of directors, any person nominated by a stockholder for election or re-election as a director must furnish to the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the corporation and (3) that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

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  (d)        Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii)        Advance Notice of Director Nominations for Special Meetings.

  (a)        For a special meeting of stockholders at which directors are to be elected or re-elected, nominations of persons for election or re-election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected or re-elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

  (b)        The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv)        Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect any rights of:

  (a)        a stockholder to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act; or

  (b)        the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

2.5         NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.6        QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.7        ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.8         CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of such designation, the chairperson of the board, if any, the chief executive officer (in the absence of the chairperson) or the president (in

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the absence of the chairperson of the board and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

2.9        VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

2.10         STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof that have been expressly granted the right to take action by written consent, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders.

2.11        RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

2.12        PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person.

2.13        LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The stockholder list shall be arranged in alphabetical order and show the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

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2.14         INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed and designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspector or inspectors’ count of all votes and ballots, (vi) determine when the polls shall close; (vii) determine the result; and (viii) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspector or inspectors may consider such information as is permitted by applicable law. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III — DIRECTORS

3.1        POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

3.2        NUMBER OF DIRECTORS

The board of directors shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the board of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3        ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. If so provided in the certificate of incorporation, the directors of the corporation shall be divided into three classes.

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3.4         RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

3.5        PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6        REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

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3.7         SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

3.8        QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9        BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without

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a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10         FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11        REMOVAL OF DIRECTORS

A director may be removed from office by the stockholders of the corporation only for cause.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV — COMMITTEES

4.1        COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2        COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3        MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

    (i)        Section 3.5 (place of meetings and meetings by telephone);

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(ii)        Section 3.6 (regular meetings);

(iii)        Section 3.7 (special meetings; notice);

(iv)        Section 3.8 (quorum; voting);

(v)        Section 3.9 (action without a meeting); and

(vi)        Section 7.5 (waiver of notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However:

(i)        the time of regular meetings of committees may be determined by resolution of the committee;

(ii)        special meetings of committees may also be called by resolution of the committee; and

(iii)        notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

4.4        SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V — OFFICERS

5.1        OFFICERS

The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

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5.2         APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Section 5 for the regular election to such office.

5.3        SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4        REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board of directors or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written or electronic notice to the corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5        VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.6        REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of directors, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

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5.7        AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

5.8        THE CHAIRPERSON OF THE BOARD

The chairperson of the board shall have the powers and duties customarily and usually associated with the office of the chairperson of the board. The chairperson of the board shall preside at meetings of the stockholders and of the board of directors.

5.9        THE VICE CHAIRPERSON OF THE BOARD

The vice chairperson of the board shall have the powers and duties customarily and usually associated with the office of the vice chairperson of the board. In the case of absence or disability of the chairperson of the board, the vice chairperson of the board shall perform the duties and exercise the powers of the chairperson of the board.

5.10        THE CHIEF EXECUTIVE OFFICER

The chief executive officer shall have, subject to the supervision, direction and control of the board of directors, ultimate authority for decisions relating to the supervision, direction and management of the affairs and the business of the corporation customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the corporation. If at any time the office of the chairperson and vice chairperson of the board shall not be filled, or in the event of the temporary absence or disability of the chairperson of the board and the vice chairperson of the board, the chief executive officer shall perform the duties and exercise the powers of the chairperson of the board unless otherwise determined by the board of directors.

5.11        THE PRESIDENT

The president shall have, subject to the supervision, direction and control of the board of directors, the general powers and duties of supervision, direction and management of the affairs and business of the corporation customarily and usually associated with the position of president. The president shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board or the chief executive officer. In the event of the absence or disability of the chief executive officer, the president shall perform the duties and exercise the powers of the chief executive officer unless otherwise determined by the board of directors.

5.12        THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS

Each vice president and assistant vice president shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer or the president.

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5.13        THE SECRETARY AND ASSISTANT SECRETARIES

      (i)        The secretary shall attend meetings of the board of directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The secretary shall have all such further powers and duties as are customarily and usually associated with the position of secretary or as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer or the president.

      (ii)        Each assistant secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer, the president or the secretary. In the event of the absence, inability or refusal to act of the secretary, the assistant secretary (or if there shall be more than one, the assistant secretaries in the order determined by the board of directors) shall perform the duties and exercise the powers of the secretary.

5.14        THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURERS

      (i)        The chief financial officer shall be the treasurer of the corporation. The chief financial officer shall have custody of the corporation’s funds and securities, shall be responsible for maintaining the corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. The chief financial officer shall also maintain adequate records of all assets, liabilities and transactions of the corporation and shall assure that adequate audits thereof are currently and regularly made. The chief financial officer shall have all such further powers and duties as are customarily and usually associated with the position of chief financial officer, or as may from time to time be assigned to him or her by the board of directors, the chairperson, the chief executive officer or the president.

      (ii)        Each assistant treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chief executive officer, the president or the chief financial officer. In the event of the absence, inability or refusal to act of the chief financial officer, the assistant treasurer (or if there shall be more than one, the assistant treasurers in the order determined by the board of directors) shall perform the duties and exercise the powers of the chief financial officer.

ARTICLE VI — STOCK

6.1        STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson of the board of directors or vice-chairperson of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be

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such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a certificate in bearer form.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2        SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3        LOST, STOLEN OR DESTROYED CERTIFICATES

Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4        DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may

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be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

6.5        TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer; provided, however, that such succession, assignment or authority to transfer is not prohibited by the certificate of incorporation, these bylaws, applicable law or contract.

6.6        STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.7        REGISTERED STOCKHOLDERS

The corporation:

    (i)          shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

    (ii)         shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

    (iii)        shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1        NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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7.2        NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

    (i)         the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

    (ii)        such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)         if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii)         if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii)         if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv)         if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3        NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any

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stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4        NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5        WAIVER OF NOTICE

Whenever notice is required to be given to stockholders, directors or other persons under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or the board of directors, as the case may be, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII — INDEMNIFICATION

8.1        INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director of the corporation or an officer of the corporation, or while a director of the corporation or officer of the corporation is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation,

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and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

8.2        INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or while a director or officer of the corporation is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

8.3        SUCCESSFUL DEFENSE

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

8.4        INDEMNIFICATION OF OTHERS

Subject to the other provisions of this Article VIII, the corporation shall have power to indemnify its employees and its agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate the determination of whether employees or agents shall be indemnified to such person or persons as the board of determines.

8.5        ADVANCED PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems reasonably appropriate and shall be subject to the corporation’s expense guidelines. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

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8.6        LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section 8.3 and the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):

    (i)        for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

    (ii)        for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

    (iii)        for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

    (iv)        initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or

    (v)        if prohibited by applicable law; provided, however, that if any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforcebable.

8.7        DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

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8.8        NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

8.9        INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

8.10        SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.11        EFFECT OF REPEAL OR MODIFICATION

Any amendment, alteration or repeal of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

8.12        CERTAIN DEFINITIONS

For purposes of this Article VIII, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the

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interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VIII.

ARTICLE IX — GENERAL MATTERS

9.1        EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

9.2        FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

9.3        SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

9.4        CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both an entity and a natural person.

ARTICLE X — AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the affirmative vote of the holders of at least 66 2/3% of the total voting power of outstanding voting securities, voting together as a single class, shall be required for the stockholders of the corporation to alter, amend or repeal, or adopt any bylaw inconsistent with, the following provisions of these bylaws: Article II, Sections 3.1, 3.2, 3.4 and 3.11 of Article III, Article VIII and this Article X (including, without limitation, any such Article or Section as renumbered as a result of any amendment, alteration, change, repeal, or adoption of any other Bylaw). The board of directors shall also have the power to adopt, amend or repeal bylaws; provided, however, that a bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

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JIVE SOFTWARE, INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of JIVE SOFTWARE, INC., a Delaware corporation and that the foregoing bylaws, comprising 24 pages, were amended and restated on                     , 2011 by the corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this        day of                    , 2011.

Secretary

EX-4.1

Exhibit 4.1

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common
COM PROP	–	as community property

UNIF GIFT MIN ACT	–	Custodian                            (Cust)                           (Minor) under Uniform Gifts to Minors Act                                                                                (State)
UNIF TRF MIN ACT	–	Custodian (until age                         )     (Cust)                                       under Uniform Transfers             (Minor) to Minors Act                                                                                                (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                                                                                                hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

                                                                                                                                                                                                                  shares of the capital stock represented by within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                 attorney-in-fact to transfer the said stock on the books of the within named Corporation with full power of the substitution in the premises.

Dated                                                                                           

X                                                                                               

X                                                                                               

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:

By                                                                                                               

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.

EX-5.1

Exhibit 5.1

November 30, 2011

Jive Software, Inc.

325 Lytton Avenue, Suite 200

Palo Alto, California 94301

Re:        Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form S-1 (Registration No. 333-176483), as amended (the “Registration Statement”), filed by Jive Software, Inc. (the “Company”) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 13,455,540 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), of which up to 10,088,403 shares (including up to 1,755,070 shares issuable upon exercise of an over-allotment option granted by the Company) will be issued and sold by the Company and up to 3,367,137 shares will be sold by certain selling stockholders (the “Selling Stockholders”). We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form of which is filed as an exhibit to the Registration Statement, to be entered into by and among the Company and the underwriters (the “Underwriting Agreement”).

We are acting as counsel for the Company in connection with the sale of the Shares by the Company and the Selling Stockholders. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.

On the basis of the foregoing, we are of the opinion, that (1) the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable, and (2) the Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and are nonassessable; provided, however, with respect to those Shares to be sold by certain of the Selling Stockholders that will be issued upon the exercise of vested options prior to such sale, if any, such shares will be validly issued, fully paid and nonassessable upon the exercise and payment in compliance with the terms of the options pursuant to which such shares are to be issued prior to the completion of this offering.

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

EX-10.2

Exhibit 10.2

COOLSERVLETS INC.

2002 Equity Incentive Plan

1. Purposes of the Plan. The purposes of this 2002 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility and to promote the success of the CoolServlets Inc. (the “Company”). Stock Awards that can granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options, stock bonuses, and rights to acquire restricted stock, as determined by the Administrator at the time of grant.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options are granted under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

(f) “Common Stock” means the common stock of the Company.

(g) “Company” means CoolServlets Inc., a Delaware corporation.

(h) “Consultant” means any person who is engaged by the Company, any Parent or Subsidiary of the Company or any Subsidiary of any Parent of the Company to render consulting or advisory services to such entity.

(i) “Director” means a member of the Board.

(j) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.

Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(m) “Incentive Stock Option” means an Option that satisfies the provisions of Section 422 of the Code.

(n) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(o) “Option” means a stock option granted pursuant to the Plan.

(p) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(q) “Option Exchange Program” means a program whereby outstanding Options are exchanged for Options with a lower exercise price.

(r) “Optioned Stock” means the Common Stock subject to an Option.

(s) “Optionee” means the holder of an outstanding Option granted under the Plan.

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(t) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(u) “Plan” means this 2002 Equity Incentive Plan.

(v) “Service Provider” means an Employee, Director or Consultant and shall also include an employee of any Subsidiary of a Parent of the Company.

(w) “Share” means a share of the Common Stock, as adjusted in accordance with Section 11 below.

(x) “StockAward” means a any right under the Plan including an Option, a stock bonus, and a right to acquire restricted stock.

(y) “Subsidiary” means a “subsidiary corporation,” wheth [ILLEGIBLE] hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section [ILLEGIBLE] Plan, the maximum aggregate number of Shares which may be subject to opt [ILLEGIBLE] sold under the Plan is 650,000 Shares. The Shares may be authorized but un [ILLEGIBLE] reacquired Common Stock.

If an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Option, shall not be returned to the Plan and shall not become available for future distribution under the Plan.

4. Administration of the Plan.

(a) Board or Committee as Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Stock Awards may from time to time be granted hereunder;

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(iii) to determine the number of Shares to be covered by each such award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions of any Stock Award granted hereunder. Such terms and conditions include, but are not limited to, whether such Stock Award is an Incentive Stock Option, a Nonstatutory Stock Option, a stock bonus, or a right to acquire restricted stock, the purchase price or exercise price, the time or times when Incentive Stock Options or Nonstatutory Stock Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Stock Award of the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; provided, however, that in order to comply with the requirements for the exemption from the qualification requirements of the relevant state securities laws, all Stock Awards granted under the Plan shall be subject to the requirements and limitations set forth in such laws, including without limitation the following:

(A) The exercise price per Share of Options or purchase price per share of stock bonus or rights to acquire restricted stock granted under the Plan shall not be less than eighty-five percent (85%) of the Fair Market Value per Share on the date of grant; provided, however, that the exercise or purchase price per Share shall not be less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant in the case of a Stock Award granted to any person who owns stock possessing more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company.

(B) The Optionee shall have the right to exercise each Option at the rate of at least 20% per year over five years from the date the Option is granted, subject to such reasonable conditions as the Administrator may specify, including without limitation the continued employment of any Optionee who is an Employee; provided, however, that in the case of any Option granted to an officer, director or Consultant of the Company, any Parent or Subsidiary of the Company or any Subsidiary of any Parent of the Company the Option may become exercisable, subject to such reasonable conditions as the Administrator may specify, including without limitation the continued employment of the Optionee, at any time or during any period established by the Administrator.

(vi) to determine whether and under what circumstances an Option may be settled in cash under subsection 9(e) instead of Common Stock;

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(vii) to reduce the exercise price or the purchase price of any Stock Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Stock Award has declined since the date the Stock Award was granted;

(viii) to initiate an Option Exchange Program;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(x) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(xi) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Stock Award recipients.

5. Eligibility.

(a) Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. Stock bonuses and rights to acquire restricted stock may be granted to either Service Providers or Employees.

(b) The Fair Market Value of the Shares shall be determined as of the time the Stock Award with respect to such Shares is granted.

(c) Neither the Plan nor any Stock Award shall confer upon any Service Provider any right with respect to continuing the Service Provider’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause.

6. Term of Plan. Subject to Section 17 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan.

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7. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.

8. Option Exercise Price and Consideration.

(a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(i) The per Share exercise price shall be determined by the Administrator, provided, however, that Options intended to be Incentive Stock Options shall comply with the requirements of Section 422 of the Code.

(ii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

(b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator. Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Administrator in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(c) The consideration to be paid for the Shares to be issued upon the purchase of a stock bonus or right to require restricted stock, including the method of payment, shall be determined by the Administrator. Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares, (5) services rendered, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

9. Exercise of Option.

(a) Procedure for Exercise: Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth

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in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least thirty (30) days) to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s total and permanent disability, as defined in Section 22(e)(3) of the Code, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In

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the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

10. Non-Transferability of Options. Unless determined otherwise by the Administrator, Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems appropriate.

11. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock

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resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of me Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding

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Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option is so granted within a reasonable time after the date of such grant.

13. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

14. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

15. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares

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hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

16. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

17. Stockholder Approval. The Plan shall be subject to approval by the Stockholders of the Company within twelve (12) months before or after the Plan is adopted as provided in Section 6. Such Stockholder approval shall be obtained in the manner and to the degree that is required under applicable federal and state laws.

18. Financial Statements. Optionees (other than key Employees whose duties in connection with the Company assure them access to equivalent information) shall be entitled to receive financial statements at least annually.

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EXHIBIT A

AMENDMENT TO 2002 EQUITY INCENTIVE PLAN

Effective as of February 18, 2005, Sections 11(b) and 11(c) of the 2002 Equity Incentive Plan (the “Plan”) are hereby deleted in their entirety and replaced by the following:

“(b) Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (each, a “Transaction”), the Board shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options under the Plan:

(i) Outstanding Options shall remain in effect in accordance with their terms.

(ii) Outstanding Options shall be converted into options to purchase stock in one or more of the corporations, including the Company, that are the surviving or acquiring corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted options shall be determined by the Board, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the Transaction. Unless otherwise determined by the Board, the converted options shall be vested only to the extent that the vesting requirements relating to options granted hereunder have been satisfied.

(iii) The Board shall provide a period of 30 days or less before the completion of the Transaction during which outstanding Options may be exercised to the extent then exercisable, and upon the expiration of that period, all unexercised Options shall immediately terminate. The Board may, in its sole discretion, accelerate the exercisability of Options so that they are exercisable in full during that period.

In the event of the dissolution of the Company, Options shall be treated in accordance with subsection (iii) above.”

Except as expressly stated herein, the Plan shall continue in full force and effect without modification or amendment.

EXHIBIT A

AMENDMENT TO 2002 EQUITY INCENTIVE PLAN

Effective as of Dec 15, 2006, the number of shares of Common Stock of the Company reserved for issuance under the Company’s 2002 Equity Incentive Plan (the “Plan”) is amended and increased from 669,184 to 776,184. Such increase has been approved by the Board of Directors and Shareholders of the Company as of the date set forth above.

Except as expressly stated herein, the Plan shall continue in full force and effect without modification or amendment.

EXHIBIT C-1

COOLSERVLETS, INC.

2002 EQUITY INCENTIVE PLAN

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made between                                                               (the “Purchaser”) and CoolServlets, Inc. d/b/a Jive Software (the “Company”) as of                                 ,                 .

Unless otherwise defined herein, the terms defined in the 2002 Equity Incentive Plan shall have the same defined meanings in this Agreement.

RECITALS

A. Pursuant to the exercise of the option granted to Purchaser under the Plan and pursuant to the Option Agreement dated                      by and between the Company and Purchaser with respect to such grant (the “Option”), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase                      vested shares of Common Stock (“Shares”).

B. As required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option.

1. Repurchase Option.

(a) If Purchaser’s status as an Employee is terminated for any reason, including for cause or without cause, upon death or Disability, or for no reason, the Company shall have the right and option (the “Repurchase Option”) to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Shares as of the date of such termination at a price equal to the fair market value of such Shares as determined by the Board of Directors in good faith.

(b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal

representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company’s exercise of the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefore.

(c) At its option, the Company may elect to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.

(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate.

(e) The right of the Company to purchase the Shares under the Repurchase Option shall be assignable in part or in whole by the Company.

2. Transferability of the Shares; Escrow.

(a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.

(b) To insure the availability for delivery of Purchaser’s Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto (which shall be executed by the

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Company and Purchaser upon the execution of this Agreement), until the Company exercises its Repurchase Option, until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4 upon the execution of this Agreement. The escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent’s possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

(c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

(d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.

4. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

5. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock

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split, stock dividend or other change in the Shares which may be made by the Company pursuant to Section 11 of the Plan after the date of this Agreement.

6. Notices. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at its principal incentive offices.

7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

8. Representations. Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

9. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of New York.

10. Termination. The Company’s Repurchase Option under this Agreement shall terminate as to any Shares upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

Purchaser represents that he has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.

OPTIONEE:	COOLSERVLETS, INC.
	By
Signature		David Hersh CEO
Print Name
Residence Address

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EX-10.4

Exhibit 10.4

JIVE SOFTWARE, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Jive Software, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

RECITALS

A.        Indemnitee’s service to the Company substantially benefits the Company.

B.        Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C.        Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D.        In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.

E.        This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.

The parties therefore agree as follows:

1.        Definitions.

  (a)      A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

    (i)      Acquisition of Stock by Third Party.  Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

    (ii)     Change in Board Composition.  During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election

or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors;

    (iii)     Corporate Transactions.  The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

    (iv)     Liquidation.  The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

    (v)     Other Events.  Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 1(a), the following terms shall have the following meanings:

      (1)      “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided, however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

      (2)      “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.

  (b)      “Corporate Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.

  (c)      “DGCL” means the General Corporation Law of the State of Delaware.

  (d)      “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  (e)      “Enterprise” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.

  (f)      “Expenses” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses

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of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

  (g)      “Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

  (h)      “Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.

  (i)      Reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan (excluding any “parachute payments” within the meanings of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended); references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2.        Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or

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she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

3.        Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

4.        Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding, then, subject to and accordance with the requirements and process described in Section 10, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issuer or matter. For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

5.        Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

6.        Additional Indemnification.

  (a)      Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

  (b)      For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

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    (i)     the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

    (ii)     the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

7.        Exclusions.  Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any Proceeding (or any part of any Proceeding):

  (a)      for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

  (b)      for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

  (c)      for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

  (d)      for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation to the extent such reimbursement is required under Section 954 of the Dodd–Frank Wall Street Reform and Consumer Protection Act or any rules adopted or promulgated thereunder or in connection therewith, but in any case only if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

  (e)      initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise required by applicable law; or

  (f)      if prohibited by applicable law.

8.        Advances of Expenses; Audit of Expenses.

  (a) The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in

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connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.

  (b) The Company shall have the right, from time to time and upon written request, to audit, review and inspect any and all Expenses for which advancement, reimbursement and/or indemnification is sought (“Expense Audit”). Indemnitee will cooperate with the Company in the performance of any Expense Audit. In addition to other requests it may make in connection with any Expense Audit, the Company may require that the Indemnitee provide to the Company receipts or other documentation sufficient, in the reasonable determination of this Company, to document and confirm that such Expenses are actual, complete, correct and subject to the terms of this Agreement. If the Indemnitee fails to provide such documentation in a timely manner, the Company may reject Indemnitee’s request for indemnification, reimbursement and/or advancement of such Expenses.

9.        Procedures for Notification and Defense of Claim.

  (a)      Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights.

  (b)      If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

  (c)      In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld. After the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) Independent Counsel shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such

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defense such that Indemnitee needs to be separately represented, or (iii) the Company shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. In the event the Company is obligated to pay the fees and expenses of Indemnitee separate counsel pursuant to subsection (i) above, the Company’s obligations to advance or indemnify Expenses for such separate counsel will be capped at $3 million unless and until the Board authorizes additional funding for such separate counsel.

  (d)      Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.

  (e)      Indemnitee shall not enter into any settlement in connection with a Proceeding (or any part thereof) without ten days prior written notice to the Company.

  (f)      The Company shall not settle any Proceeding (or any part thereof) without Indemnitee’s prior written consent, to the extent that such settlement imposes any liability directly upon Indemnitee.

10.        Procedures upon Application for Indemnification.

  (a)      To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.

  (b)      Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.

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  (c)      In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

  (d)      The Company agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

11.        Presumptions and Effect of Certain Proceedings.

  (a)      In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person, persons or entity of any determination contrary to that presumption.

  (b)      The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

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  (c)      For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements (except that this shall not apply to the extent that the Indemnitee participated in the creating of such financial statements or otherwise certified their completeness and/or veracity), (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

  (d)      Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

12.      Remedies of Indemnitee.

  (a)      Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or an award in arbitration in accordance with this Agreement.

  (b)      Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12

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shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

  (c)      To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

  (d)      To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 60 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.

  (e)      Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

13.        Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

14.        [Primary Responsibility. [NOTE: INCLUDE SECTION 14 ONLY IF INDEMNITEE IS REPRESENTING A VC FUND ON THE BOARD] The Company acknowledges that Indemnitee has certain rights to indemnification and advancement of expenses provided by [insert name of fund] (the “Secondary Indemnitor”). The Company agrees that, as between the Company and the Secondary Indemnitor, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitor to provide indemnification or advancement for the same amounts is secondary to

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those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitor with respect to the liabilities for which the Company is primarily responsible under this Section 4. In the event of any payment by the Secondary Indemnitor of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitor is an express third-party beneficiary of the terms of this Section 15.]

15.        No Duplication of Payments.  [Subject to any subrogation rights set forth in Section 14, t][T]he Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.

16.        Insurance.  To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.

17.        Subrogation.  In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

18.        Services to the Company.  Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification thereof.

19.        Duration.  This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any

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appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.

20.        Successors.  This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

21.        Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

22.        Enforcement.  The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

23.        Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation and bylaws and applicable law.

24.        Modification and Waiver.  No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

25.        Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:

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  (a)      if to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or

  (b)      if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 335 Lytton Avenue, Suite 200, Palo Alto, California 94301, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Jeffrey D. Saper, Esq., Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.

26.        Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.

27.        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

28.        Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(signature page follows)

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The parties are signing this Indemnification Agreement as of the date stated in the introductory sentence.

JIVE SOFTWARE, INC.

(Signature)

(Print name)

(Title)

[INSERT INDEMNITEE NAME]

(Signature)

(Print name)

(Street address)

(City, State and ZIP)

(Signature page to Indemnification Agreement)

EX-10.11

Exhibit 10.11

MASTER AGREEMENT

FOR

U.S. AVAILABILITY SERVICES

BETWEEN

SUNGARD AVAILABILITY SERVICES LP

(“SunGard”)

AND

JIVE SOFTWARE, INC.

a Delaware corporation

(“Customer”)

DATED

January 1, 2009

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Master Agreement.

SUNGARD AVAILABILITY SERVICES LP		CUSTOMER: JIVE SOFTWARE, INC.
By:	/s/ P. Gerraras	By:	/s/ Robert F. Brown

Print: P. Gerraras Print Name: Robert F. Brown

Print Title:	SVP Sales	Print Title:	VP – Client Services
Date Signed:	December 18, 2008	Date Signed:	December 16, 2008

This agreement is comprised of the general terms and conditions set forth below and the terms and conditions set forth in the services exhibit(s) attached hereto (each a “Services Exhibit”) and each Schedule (defined below) issued pursuant to a Services Exhibit. The general terms and conditions set forth below and the Services Exhibit(s) and related Schedules are referred to collectively as the “Master Agreement” and the services described in the Services Exhibits are referred to collectively as the “Services”. The Services selected by Customer shall be set forth on a schedule(s) which will designate the type of Services it covers by reference to one of the Services Exhibits (each a “Schedule”). Each Schedule entered into hereunder represents a separate contract between SunGard and Customer or one of its Affiliates (as defined below) that incorporates and is governed by all of the terms of this Master Agreement. Each Schedule may be signed by Customer or one of its Affiliates, and such signer shall be deemed to be “Customer” for purposes of that Schedule, provided that the Customer who signed this Master Agreement shall be jointly and severally liable with such Affiliate for the performance of all obligations under such Schedule. If there is a conflict between the general terms and conditions set forth below, a Services Exhibit, or a Schedule, the order of precedence shall be as follows: 1) the Schedule, 2) the Services Exhibit, and 3) these general terms and conditions. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party for as long as such relationship remains in effect.

GENERAL TERMS AND CONDITIONS

THE TERMS OF THIS MASTER AGREEMENT ARE CONFIDENTIAL

Confidential Treatment Requested

1. CONTRACT TERM. This Master Agreement shall continue in effect as long as there is a Schedule in effect. The term of a Schedule, and Customer’s rights to use the Services selected on that Schedule, shall begin on the Commencement Date stated in that Schedule and continue in effect for the Agreed Term stated in that Schedule (“Initial Term”). Thereafter, that Schedule shall automatically renew for successive one (1) month renewal terms, not to exceed three (3) such renewals, unless either party gives written notice of termination to the other at least (a) one hundred twenty (120) days before the end of the initial Term or (b) fifteen (15) days before the end of the then current renewal term, as applicable. Customer acknowledges that SunGard requires this advance notice due to the substantial long-term equipment and facilities commitments SunGard makes in reliance upon its customer contracts. Each Schedule is a non-cancelable contract that may be terminated only in accordance with its express terms; provided that any termination of this Master Agreement under Section 4(a) will automatically terminate all outstanding Schedules.

2. FEES AND EXPENSES.

(a) All undisputed Monthly or Annual Fees (as defined in a Schedule) shall be invoiced by SunGard in advance at the billing address defined in the Schedule. All other fees permitted to be billed by SunGard under this Agreement, including any out-of-pocket expenses reasonably incurred by SunGard on behalf of Customer and referenced in this Master Agreement shall be invoiced by SunGard as and when incurred unless otherwise specified in a Schedule. Customers payments for undisputed amounts shall be due within thirty (30) days after receipt of invoice. For any undisputed amount not paid when due, Customer will pay interest at the lesser of fifteen percent (15%) per annum or the maximum amount permitted by law. Customer will notify SunGard in writing of any dispute it has with any particular invoice within fifteen (15) days after its receipt of such invoice and shall provide reasonable detail describing the basis of such dispute. The parties shall work together in good faith to resolve any such disputed fees. If the parties mutually determine the Customer owes any Disputed Charge, Customer shall, within five (5) business days, pay such amount including interest accrued from the date the payment was originally due. If the parties are unable to resolve the Disputed Charge within thirty (30) days of Customer’s notice of the same, the parties shall be entitled to pursue remedies available hereunder. Unless Customer provides a valid tax exemption certificate, Customer shall be responsible for any sales, use, excise or comparable taxes assessed or imposed upon the Services provided or the amounts charged under a Schedule and SunGard will include the same on the applicable invoice.

(b) In the event that Customer elects to purchase the additional Managed Services identified in the table below (“Specified Services”), SunGard agrees that the Monthly Fees for the Specified Services shall be those set forth in the table below for the first twelve (12) months following the effective date of this Master Agreement; upon the anniversary of the effective date of this Master Agreement, SunGard may increase the Monthly Fees for the Specified Services provided that any increase shall not exceed the Monthly Fee charged during the prior year plus three percent (3%). This pricing commitment shall only be valid and continue beyond the initial twelve (12) months following the effective date of this Master Agreement if Customer has at least seventy-six (76) servers receiving both of the Specified Services before the expiration of such twelve (12) month period. In such event, this pricing commitment will continue for the term of this Agreement.

Managed Services	Monthly Fee
Software Licensing Services (Red Hat Enterprise Linux ES Software Licensing)		[	***]
Operating System Management Advanced Services		[	***]

3. CONFIDENTIALITY.

(a) All information disclosed by one party to the other in connection with this Master Agreement shall be treated as confidential (“Confidential Information”). With respect to Confidential Information disclosed by one party (“disclosing party”) to the other party (“receiving party”), (i) the receiving party shall hold such Confidential information in strict confidence using the same standard of care as it uses to protect its own confidential information but not less than a reasonable standard of care, (ii) the receiving party shall not use or disclose such Confidential Information for any purpose except as necessary to fulfill its obligations under a Schedule or this Master Agreement, or except as required by law provided that the disclosing party is given a reasonable opportunity to obtain, at its expense, a protective order (the receiving party shall reasonably cooperate with the disclosing party in connection therewith), (iii) the receiving party shall limit access to such Confidential Information to such of its employees and agents who need such access to fulfill the receiving party’s obligations under a Schedule, and (iv) the receiving party shall require its employees, agents and contractors who have access to such Confidential Information to abide by the confidentiality provisions of this Master Agreement.

(b) Without limiting the generality of the foregoing, such Confidential Information includes (i) with respect to Customer, (A) Customer’s data and software (including Customer NPI as defined below) and the details of Customer’s computer operations and recovery procedures, which may include trade secrets of Customer, and (B) any non-public information provided by Customer’s customers and end users including user-generated content (ii) with respect to SunGard, SunGard’s physical security systems, access control systems, specialized recovery equipment and techniques, pricing information, Services Guides, and E-Testing Program, which include trade secrets of SunGard, and (iii) with respect to both parties, the terms of this Master Agreement and all Schedules and any detailed information regarding the performance of this Master Agreement or any Schedule. Additional terms and conditions pertaining to sensitive financial or personal Information may be set forth in a particular Schedule pertaining to a unique customer of Customer.

Confidential Treatment Requested

(c) Confidential Information shall not include information that (i) is or becomes publicly available through no wrongful act of the receiving party, (ii) was known by the receiving party without any obligation of confidentiality at the time of disclosure by the disclosing party, (iii) was obtained by the receiving party from a third party without restriction on disclosure, or (iv) was developed independently by the receiving party.

(d) To effect the purposes of a Schedule, Customer may from time to time provide SunGard with certain “nonpublic personal information” as defined by the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) and the rules and regulations promulgated thereunder (“Customer NPI”). To protect the privacy of Customer NPI pursuant to the requirements of such act, SunGard shall, in addition to complying with the confidentiality requirements set forth above, (i) implement appropriate administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer NPI, protect against any anticipated threats or hazards to the security or integrity of Customer NPI and protect against unauthorized access to or use of Customer NPI that could result in substantial harm or inconvenience to a customer of Customer; and (ii) permit Customer to monitor SunGard’s compliance with the foregoing during Customer’s use of the Services, provided that such monitoring shall not interfere with another customer’s use of SunGard’s services or with SunGard’s operations.

(e) The parties shall adhere to the provisions of Exhibit A hereto regarding compliance with the requirements of the Health Insurance Portability and Accountability Act of 1996.

4. TERMINATION.

(a) If either party breathes any of its obligations under the Master Agreement (including any Exhibit or Schedule hereunder) in any material respect and the breach is not substantially cured within the cure period specified below, then the other party may terminate that this Master Agreement or, in it is discretion, the relevant Schedule, without penalty, by giving written notice to the breaching party at any time before the breach Is cured. If this Master Agreement includes a Recovery Services Exhibit or a Restoration Services Exhibit for Managed IT Services (“RS for MS Exhibit”), then (i) with respect to a breach of SunGard’s obligations to provide the Recovery or Restoration Services to Customer during a Disaster (as such terms are defined in the Recovery Services Exhibit), the cure period shall be five (5) days, and (ii) with respect to Customer’s obligations under the access and use provisions set forth in Sections A.2, A,3 and C of the Recovery Services Exhibit or the RS for MS Exhibit, there shall be no cure period (and SunGard shall have the right to terminate the applicable Schedule immediately). With respect to Customer’s obligations to comply with SunGard’s Network Policies (as defined in the applicable Services Exhibit), the cure period shall be five (5) days. With respect to all other obligations, unless otherwise specified, the cure period shall be thirty (30) days after receipt of written notice describing the breach.

(b) If a Schedule is terminated due to an uncured material breach by Customer, or if Customer properly exercises a right to cancel a Schedule before the end of the Agreed Term for any reason other than due to SunGard’s uncured material breach, then Customer shall (i) pay to SunGard the unamortized balance attributable to any equipment and software purchased by SunGard on behalf of Customer (as designated in the applicable Schedule) and (ii) reimburse SunGard for any cancellation charges for third party services purchased by SunGard on behalf of Customer. Upon Customer request, SunGard will disclose all cancellation charges for third party services in advance of signing the Schedule under which such services are to be provided.

5. WARRANTIES, LIABILITY AND INDEMNIFICATION.

(a) Each party represents and warrants that (i) it has the full corporate right, power and authority to enter into this Master Agreement, (ii) the execution of this Master Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, (iii) when executed and delivered, this Master Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms and (iv) it will comply with all applicable Federal and State laws and regulations in the course of exercising rights or performing obligations under this Master Agreement.

(b) Each party (“liable party”) shall indemnify, defend and hold harmless the other party (and its Affiliates and their respective employees and agents) against any claims, actions, damages, losses or liabilities to the extent brought against the indemnified party by a third party and arising from any breach of contract, negligence or willful misconduct of the liable party (or any of its employees or agents).

(c) In addition, SunGard shall indemnify, defend and hold harmless Customer against any claims, actions, damages, losses or liabilities to the extent brought against Customer by a third party and arising from infringement or misappropriation of any U.S. patent, copyright or other proprietary right resulting from Customer’s use of intellectual property developed or owned by SunGard and used to provide the Services. In addition to the foregoing indemnification, SunGard’s liability with respect to this Section 5(c) is limited to making the Services non-infringing or non-misappropriating or arranging for Customer’s continued use of the Services without any material decrease in the features or functionality thereof, provided that, if both of the foregoing options are commercially impracticable for SunGard, then upon written notice to Customer, SunGard may cancel the affected portion of the Services and refund to Customer any prepaid fees for such

Confidential Treatment Requested

Services; SunGard shall endeavor to provide Customer written notice at least ninety (90) days in advance of such termination. With respect to intellectual property of third parties that is used by SunGard to provide the Services, SunGard will, to the extent possible, provide to Customer the full benefit of all applicable warranties and indemnities granted to SunGard by such third parties. SunGard will use commercially reasonable efforts in negotiating new agreements or renewals of current agreements pertaining to third party intellectual property to cause the provider of such intellectual property to cause the warranties and indemnities it provides to SunGard to apply to Customer in the substantially similar manner.

(d) In addition, Customer shall indemnify, defend and hold harmless SunGard against any claims, actions, damages, losses or liabilities to the extent brought against SunGard by a third party and arising from (i) infringement or misappropriation of any U.S. patent, copyright or other proprietary right attributable to Customer’s data, content, software or other materials, (ii) Customer’s use of any Services in violation of any law, rule or regulation, (iii) Customer’s violation of any of SunGard’s Network Policies (as defined in the applicable Services Exhibit), or (iv) Customer’s use, control or possession of any Mobile Resources at non-SunGard facilities.

(e) An indemnifying party shall have no obligation for indemnification unless the other party promptly gives written notice to the indemnifying party after any applicable matter arises and allows the indemnifying party to have sole control of the defense or settlement of any underlying claim; provided that the indemnifying party may not settle a claim without the other party’s prior written consent if it places liability, obligations or adversely affects the other party, such consent not to be unreasonably withheld, Notice will be considered prompt as long as there is no material prejudice to the indemnifying party.

6. LIMITATION OF LIABILITY

(a) Under no circumstances shall either party be liable for lost revenues, lost profits, loss of business, or consequential, indirect, exemplary, special or punitive damages of any nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, and whether or not the possibility of such damages is foreseeable; provided that this exclusion shall not apply to (i) the party’s respective confidentiality obligations under Section 3, (ii) either party’s indemnification obligations under Section 5(b), (iii) SunGard’s indemnification obligations under Section 5(c), and (iv) Customer’s indemnification obligations under Section 5(d) (collectively, (i) through (iv) referred to as “Excluded Claims”)). Customer acknowledges and agrees that for the purposes of this section, “lost profits” and “lost revenues” does not include its payment obligations to SunGard pursuant to this Master Agreement.

(b) Except for Excluded Claims, Customer’s breach of its obligations under Sections A(2) and A(3) of the Recovery Services Exhibit, and Customers payment obligations under each applicable Schedule each party’s total liability under a Schedule, whether in contract, tort (including negligence or strict liability), or otherwise, shall not exceed the actual Monthly Fees paid by Customer to SunGard under that Schedule for the most recent twelve (12) month period. Except to the extent arising out of willful misconduct, with respect to the Excluded Claims set forth in Sections 6(a)(i) and 6(a)(ii), each party’s aggregate liability shall not exceed the greater of (i) $1,500,000.00 or (ii) 1.5 times the actual Monthly Fees paid by Customer to SunGard under all Schedules then in effect for the most recent twelve (12) month period.

(c) Notwithstanding the provisions of Sections 6(a) and 6(b) above, SunGard shall have no liability for any of Customer’s data, content, software or other materials located, used or restored at a SunGard facility or in a SunGard vehicle, or transmitted using SunGard’s Network Services, except for any (i) damages for which Customer is entitled to indemnification under Section 5(b) in which case SunGard’s liability shall not include lost profits or lost revenues and, in the aggregate, shall not exceed the actual Monthly Fees paid by Customer to SunGard under the applicable Schedule for the most recent twelve (12) month period, or (ii) direct damages (including documented out of pocket expenses incurred to recreate such data) caused by (a) SunGard’s negligence, or (b) in the case of Managed IT Services, SunGard’s breach of contract, and in the case of both (a) and (b) , SunGard’s liability shall not exceed the actual Monthly Fees paid by Customer to SunGard under the applicable Schedule for the most recent twelve (12) month period and SunGard shall be liable to Customer. The foregoing sentence shall not supersede or otherwise amend SunGard’s liability for a breach of its obligations under Section 3 (Confidentiality) herein. Under no circumstances will SunGard be considered the official custodian or record keeper of Customer’s data for regulatory or other purposes.

(d) WITH RESPECT TO EACH SCHEDULE, EXCEPT AS SPECIFICALLY STATED IN THIS MASTER AGREEMENT OR SUCH SCHEDULE, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NON-INTERFERENCE OR NON-INFRINGEMENT.

7. FORCE MAJEURE. Neither party shall be liable for, nor shall either party be considered in breach of this Master Agreement or any Schedule due to, any failure to perform its obligations as a result of a cause beyond its control, including any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, failure to perform by any supplier or other third party, or other cause which could not have been

Confidential Treatment Requested

prevented with reasonable care; provided that the party prevented from performing (i) used commercially reasonable efforts to prevent or limit the impact of such force majeure event and (b) uses commercially reasonable efforts to recommence performance as soon as is reasonably practical. in the event of any force majeure event that lasts more than fifteen (15) days and only for so long as the force majeure event is continuing, the other party may terminate the applicable Schedule upon delivery of written notice.

8. NOTICE. All notices, consents and other communications under this Master Agreement shall be in writing and shall be deemed to have been received on the earlier of (a) the date of actual receipt at the designated street address, (b) the first business day after being sent to the designated street address by a reputable overnight delivery service, or (c) the third business day after being mailed to the designated street address by first class mail. Any notice may be given by e-mail to the designated e-mail address or by fax to the designated fax number, provided that a signed written confirmation is received at the designated street address within seventy-two (72) hours thereafter. Disaster declaration notice (as described in the Recovery Services Exhibit) may be given orally, provided that a signed written confirmation is received at the applicable recovery facility within twenty-four (24) hours thereafter. Communications sent to any street address, e-mail address or fax number other than those designated in this Master Agreement or the applicable Schedule shall not be valid. Customer’s street address, e-mail address and fax number for notice are stated in the applicable Schedule. SunGard’s street address for notice is 680 East Swedesford Road, Wayne, Pennsylvania 19087, Attention: Contract Administration. SunGard’s e-mail address for notice is contract.admin@sungard.com. SunGard’s fax number for notice is 1-610-225-1125.

9. PUBLICITY. Neither party will, without the other party’s prior written consent, (a) use the name, trademark, logo or other identifying marks of the other party in any sales, marketing or publicity activities or materials, or (b) issue any press release, interviews or other public statement regarding this Master Agreement or any Schedule; provided that Customer may disclose SunGard as its hosting provider to Customers current and potential customers.

10. ENTIRE UNDERSTANDING. This Master Agreement states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral communications between the parties with respect to its subject matter. Each Schedule states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral communications between the parties with respect to its subject matter. No modification of this Master Agreement (including any Schedule), and no waiver of any breach of this Master Agreement (including any Schedule), shall be effective unless in a writing that references this Agreement and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Master Agreement or any Schedule, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach thereof. Any purchase order submitted by Customer to SunGard shall be used only for invoice processing purposes and shall have no legal effect.

11. PARTIES IN INTEREST. Neither party may assign this Master Agreement or any Schedule, or any rights or obligations thereunder, without the prior written consent of the other party, which will not be unreasonably withheld; provided that either party may assign any Schedule to an Affiliate by giving prior written notice to the other party and provided, further, that either party may assign this Master Agreement in whole to pursuant to a transfer of all or substantially all of such party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise by giving prior written notice to the other party. This Master Agreement and each Schedule shall bind, benefit and be enforceable by and against both parties and their respective successors and permissible assigns. No third party shall be considered a beneficiary of, or entitled to any rights under, this Master Agreement or any Schedule.

12. CONSTRUCTION. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY SUBSTANTIVE DELAWARE LAW. This choice of governing law shall not be considered determinative of the jurisdiction or venue of any action between the parties. In any action relating to this Master Agreement or any Schedule, (a) each of the parties irrevocably waives the right to trial by jury, (b) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the designated street address at which the party is to receive notice in accordance with Section 8 of this Master Agreement, and (c) the prevailing party shall be entitled to recover its reasonable attorney’s fees (including, if applicable, charges for in-house counsel), court costs and other legal expenses from the other party. A determination that any term of this Master Agreement or any Schedule is invalid or unenforceable shall not affect the other terms thereof. Section headings are for convenience of reference only and shall not affect the interpretation of this Master Agreement or any Schedule. The relationship between the parties created by this Master Agreement or any Schedule is that of independent contractors, and not partners, joint venturers or agents. Sections 3, 5, 6 and 12 shall survive any termination of this Master Agreement or any Schedule.

13. ENFORCEMENT. Each party acknowledges that the provisions of this Master Agreement regarding confidentiality and access to and use of the other party’s resources are reasonable and necessary to protect the other party’s legitimate business interests. Each party acknowledges that any breach of such provisions shall result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach of such provisions, then the injured party shall be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach. The existence of any claim or cause of action that a party (or any other person involved in the breach) may have against the other party shall not constitute a defense or bar to the enforcement of such provisions.

Confidential Treatment Requested

^©2008 SunGard Availability Services LP, all rights reserved.

MSA0608

Confidential Treatment Requested

Addendum to the Managed IT Services Exhibit and the Services Guide

Governed by the Master Agreement for U.S. Availability Services

Between

SunGard Availability Services LP and JIVE SOFTWARE, INC.

Dated January 1, 2009

Page 1 of 4

The Master Agreement for U.S. Availability Services, having the above date, between SunGard Availability Services LP (“SunGard”) and the Customer named below (“Master Agreement”), with regard to the Managed IT Services Exhibit and the Services Guide referenced therein, is amended effective October 1, 2009 as follows:

1. The Managed IT Services Exhibit is amended by adding the following Services Description:

NAS Services. SunGard shall provide Network Attached Storage Services (“NAS Services”) for the amount of storage in Gigabytes rGB1 or Terabytes (“TB”) and in association with the specific servers (target servers) and NAS Gateways as set forth in the Schedule. NAS Services are provided through SunGard-provided and/or Customer-provided storage devices as set forth in the Schedule. the Service shall include: (i) Equipment Management Services (as defined herein) for the associated storage devices; (ii) initial installation of connectivity between the storage device and target server(s) each located at the Designated SunGard Facility; (iii) initial allocation and configuration of storage units/mappings to target servers in accordance with the SunGard-supplied and Customer completed design requirements form; and (iv) problem resolution related to storage connectivity and storage device(s). Customer acknowledges that: (i) any alteration of the storage allocations, the number of connections, the number of target servers, or hardware and software replacements, will require a modification or upgrade to the affected Schedule prior to any of these additional services being rendered by SunGard; (ii) the performance and functionality of a Customer designed NAS infrastructure is the responsibility of the Customer; and (iii) the specifications for the design of the NAS must include IP network connectivity capability to the hardware, software and network components of the NAS, as SunGard will facilitate the provision of Equipment Management Services to Customer through SunGard’s management network. In order for SunGard to provide Dedicated NAS Services, Customer must (i) provide SunGard with the appropriate system access and management console (hardware and software) to manage the storage devises; (ii) contract with SunGard for Data Backup Services for each NAS Gateway being supported by SunGard as set forth in the Schedule; (iii) contract with an original equipment manufacturer vendor for the initial installation and configuration of storage hardware and software; and {iv) contract with SunGard for LAN Services (SunGard Management Switch) for connectivity to the SunGard Management Network.

Dedicated NAS Services are only available for SunGard supported storage and network devices, servers, and adapters as specified In the Services Guide. NAS Services do not include installation or support for volume management or volume replication software.

Confidential Treatment Requested

Addendum to the Managed IT Services Exhibit and the Services Guide

Governed by the Master Agreement for U.S. Availability Services

Between

SunGard Availability Services LP and JIVE SOFTWARE, INC.

Dated January 1, 2009

Page 3 of 4

Install & configure device drivers on target systems and resolve target system software failures.	P
Provide one (1) dedicated 10/100 Ethernet port to SunGard for purposes of monitoring and management of the NAS device.	P
Monitor NAS availability.		P
Resolve reported or detected storage device failures.		P
Provide notice within documented Lead Times for Standard Tasks.	P
Provide Standard Tasks as scheduled.		P
Test end verify SunGard Implemented Standard Tasks.	A	P
Provide support for NAS Immediate Tasks		P

NAS Services Tasks

NAS Services Management	Standard Lead-Time	Critical Lead-Time	Schedule Required	Description
Standard tasks
NAS Increase	5	1	Y	Increase storage allocation available to systems.
NAS Decrease	5	1	Y	Decrease storage allocation available to systems.
NAS Add Path	10	5	Y	Add data path to existing NAS connected system.
NAS Add System	10	5	Y	Add system to NAS infrastructure.
NAS Remove Path	10	5	Y	Remove data path from existing NAS connected system.
NAS Remove System	10	5	Y	Remove system from NAS infrastructure.
Immediate Tasks				Description
NAS Failure				Resolve NAS failures.
NAS Performance				Investigate NAS performance issues.

Confidential Treatment Requested

Addendum to the Managed IT Services Exhibit and the Services Guide

Governed by the Master Agreement for U.S. Availability Services

Between

SunGard Availability Services LP and JIVE SOFTWARE, INC.

Dated January 1, 2009

Page 4 of 4

NAS Services
NAS Connections	Additional connections may be contracted for with SunGard. Connections that span multiple security zones may require a customized solution. The effort to engineer and implement customizations may require an additional Schedule.
Dedicated NAS Services	If NAS Services are provided through dedicated and/or Customer-provided devices. Customer acknowledges that the specifications for the design of the storage device must include remote connectivity capability to SunGard’s management network. Prior to the NAS Services being delivered, SunGard must certify dedicated solutions for supported hardware, software and connectivity.

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Addendum and ratify the terms of the Master Agreement.

SUNGARD AVAILABILITY SERVICES LP		CUSTOMER: JIVE SOFTWARE, INC.
By:	/s/ Mark Jameson	By:	/s/ Kevin C. Williams

Print Name:	Mark Jameson	Print Name:	Kevin C. Williams
Print Title:	Vice President Sales	Print Title:	Director Support and Hosting
Date Signed:	September 18, 2009	Date Signed:	September 18, 2009

Confidential Treatment Requested

Addendum to the Restoration Services Exhibit for Managed Services

To The

Master Agreement for U.S. Availability Services

Between

SunGard Availability Services LP and Jive Software, Inc.

Dated January 1, 2009

Page 1 of 3

The Master Agreement for U.S Availability Services, having the above date, between SunGard Availability Services LP (“SunGard”), and the Customer named below, (“Master Agreement”) is amended effective August 1, 2009 as follows:

The Restoration Services Exhibit is Amended as follows:

1. Section A. “Restoration Services” of the Restoration Services Exhibit is amended in subsection 1. ‘Disaster by deleting the first paragraph and inserting, in its place, the following:

DISASTER. A “Disaster” is ‘any unplanned event or condition that renders Customer unable to use the Space or the Equipment situated in the Space for its intended computer processing and related purposes. By signing or amending a Schedule, Customer warrants that the Customer-provided Equipment specified in that Schedule for Managed IT Services (if any) is at that time properly functioning in accordance with manufacturer specifications and the Customer-provided Equipment is under maintenance as required herein pursuant to the terms and conditions of the Exhibit for Managed IT Services. A Disaster will be declared by SunGard, in consultation with Customer, within six (6) hours following discovery of the situation which has affected the Space in the Designated SunGard Facility. During the six (6) hour period, Customer and SunGard shall work together to reasonably determine whether the Disaster can be remedied or mitigated without a Disaster declaration. With regard to the Customer-provided Equipment situated in the Space, Customer warrants that it shall first use commercially reasonable efforts to mitigate the equipment failure through the utilization of its’ maintenance contractor for onsite remedial services. In the event that Customer is unable to use the Equipment following the use of remedial maintenance services, Customer may declare a Disaster and itch declaration shall include a certification that Customer has utilized the maintenance services under contract for the Equipment.

2. Section A. “Restoration Services” of the Restoration Services Exhibit is amended in subsection 1. “Disaster” in the second paragraph by adding, at the end of the paragraph, the following: “In such instance, SunGard will use all commercially reasonable efforts to facilitate recovery”.

3. Section A. “Restoration Services” of the Restoration Services Exhibit is amended in subsection 3. “Extended Use” by adding, at the end of the subsection, the following: “SunGard shall provide notice of termination to Customer when such notice is available to SunGard.”

4. Section A. “Restoration Services” of the Restoration Services Exhibit is amended in subsection 4. “Managed Technology Plan” by adding, after the second sentence, the following: “The MTP shall be developed by SunGard within 90 days after the Schedule effective date.

5. Section A. “Restoration Services” of the Restoration Services Exhibit is amended in subsection 4. “Managed Technology Plan” by adding, after the fifth sentence ending “in order for the MTP to be update:, the following: “SunGard will promptly update the MTP to ensure it remains current.”

Confidential Treatment Requested

Addendum to the Restoration Services Exhibit for Managed Services

To The

Master Agreement for U.S. Availability Services

Between

SunGard Availability Services LP and Jive Software, Inc.

Dated January 1, 2009

Page 2 of 3

6. Section B. “Maintenance and Use of Recovery Resources” of the Restoration Services Exhibit is amended in subsection 1. “Maintenance” by deleting the third sentence and adding, in its place, the following: “SunGard warrants to Customer that the Recovery Resources shall be maintained in good working condition and in a state of readiness at all times, consistent with SunGard’s obligations under this Master Agreement.

7. Section B. “Maintenance and Use of Recovery Resources” of the Restoration Services Exhibit is amended in subsection 2. “Significant Changes” by adding, at the end of that subsection, the following: “SunGard represents that is will not discriminate or otherwise act selectively in determining whether a change in Recovery Resources is to be made.”

8. Section B. “Maintenance and Use of Recovery Resources” of the Restoration Services Exhibit is amended in subsection 3. “Audits” by deleting the first sentence and inserting, in its place, the following: “At any time except when the Recovery Resources are being used during a disaster or a confidential test, Customer and Customer’s designees may, at Customer’s expense, audit the Recovery Resources to verify SunGard’s compliance with this Master Agreement.”

9. Section B. “Maintenance and Use of Recovery Resources” of the Restoration Services Exhibit is amended in subsection 4. “Standard Procedures” by deleting the third sentence and inserting, in its place, the following: “Both SunGard and Customer shall comply with these potties in all material respects and shall use all Recovery Resources in accordance with manufacturer specifications; provided that Customer must be provided such specifications, to the extent reasonably practicable, within a reasonable time from commencement of the applicable Schedule.”

10. Section B. “Maintenance and Use of Recovery Resources” of the Restoration Services Exhibit is amended in subsection 7. “Fees and Expenses” by adding, at the end of that subsection, the following:

Except as set forth in a Services Exhibit or Schedule, SunGard shall not incur any fees or expenses on behalf of Customer in excess of $250.00 without Customer’s prior consent. Customer acknowledges that SunGard shall have no obligation to provide any service or support nor any liability for failure to provide any service or support where, in SunGard’s reasonable judgment, such service or support would give rise to out of pocket expenses which Customer has not approved.

11. Section B. “Maintenance and Use of Recovery Resources” of the Restoration Services Exhibit is amended in subsection 7. “Fees and Expenses” by deleting the second paragraph and inserting, in its place, the following:

While Customer is using the Recovery Resources following a Disaster declaration, the Monthly Fees set forth on the affected Schedule(s) for Managed IT Services shall continue to be payable and shall be applied to the Disaster Fees as set forth on the affected Schedule(s) for Restoration Services. in the event that Customer makes continued use of the Recovery Resources after the initial six (6) weeks of use following a particular Disaster, Customer’s Daily Usage Fee(s)

Confidential Treatment Requested

Addendum to the Restoration Services Exhibit for Managed Services

To The

Master Agreement for U.S. Availability Services

Between

SunGard Availability Services LP and Jive Software, Inc.

Dated January 1, 2009

Page 3 of 3

pertaining to such Disaster shall be increased by twenty-five percent (25%). Such increase shall be applicable solely: (i) in the event that the Disaster was as a result of Customer Equipment failure, or (ii) if the Disaster was related to the Space, and SunGard has notified Customer that the Space is fully functioning and available, and Customer has not returned to the Space in the Designated SunGard Facility within two business days of such notification by SunGard. Otherwise the Disaster Fees shall remain payable based on the amounts set forth on the Schedule for Restoration Services for such continued use.

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Addendum and ratify the terms of the Master Agreement and the specified Exhibit(s).

SUNGARD AVAILABILITY SERVICES LP		CUSTOMER: JIVE SOFTWARE, INC.
By:	/s/ Robert Schonhardt	By:	/s/ Kevin C. Williams

Print Name:	Robert Schonhardt	Print Name:	Kevin C. Williams
Print Title:	Vice President Sales	Print Title:	Director Support and Hosting
Date Signed:	August 3, 2009	Date Signed:	July 31, 2009

Confidential Treatment Requested

RESTORATION SERVICES EXHIBIT FOR MANAGED IT SERVICES

TO THE MASTER AGREEMENT FOR U.S. AVAILABILITY SERVICES

Dated: 01/01/2009

A. RESTORATION SERVICES. Each Schedule to this Exhibit specifies the Designated SunGard Facility where the Equipment (as defined in the Managed IT Services Exhibit) is installed in support of Customer’s Managed IT Services (“Space”), the recovery services to be provided by SunGard to Customer for the Equipment in the Space (“Restoration Services”), the fees to be paid by Customer to SunGard for those services, and any other applicable terms.

1. DISASTER. A “Disaster” is any unplanned event or condition that renders Customer unable to use the Space or the Equipment situated in the Space for its intended computer processing and related purposes. By signing or amending a Schedule, Customer warrants that the Customer-provided Equipment specified in that Schedule for Managed IT Services is at that time properly functioning in accordance with manufacturer specifications and the Customer-provided Equipment is under maintenance as required herein pursuant to the terms and conditions of the Exhibit for Managed IT Services. A Disaster will be declared by SunGard, in consultation with Customer, within six (6) hours following diagnosis of the situation which has affected the Space In the Designated SunGard Facility. During the six (6) hour period, Customer and SunGard shall work together to reasonably determine whether the Disaster can be remedied or mitigated without a Disaster declaration. With regard to the Customer-provided Equipment situated in the Space, Customer warrants that it shall first use best efforts to mitigate the Equipment failure through the utilization of its’ maintenance contractor for onsite remedial services. In the event that Customer is unable to use the Equipment following the use of remedial maintenance services, Customer may declare a Disaster and such declaration shall include a certification that Customer has utilized the maintenance services under contract for the Equipment.

Customer shall not be provided access to nor invoiced for the Restoration Services for the initial sixty (60) days of the Agreed Term on the Schedule for Restoration Services. During this time, SunGard will be working with Customer to complete the Managed Technology Plan (as described herein) with regard to the Restoration Services on the applicable Schedule. Customer acknowledges that should a Disaster be declared following completion of Customer’s Managed Technology Plan by SunGard but prior to the initial Test of the Managed Technology Plan, or if there is a change in Customer’s production environment for which SunGard has not been notified of or able to implement in Customer’s Managed Technology Plan, Customer must provide reasonable assistance to SunGard to facilitate the recovery operation.

2. SELECTED SERVICES. Whenever a Disaster is declared, the Restoration Services to be provided by SunGard to Customer shall be the following services which were selected by Customer in the applicable Schedule:

(a) Center-Based Restoration Services. Immediate and exclusive use of the services described below (“Center-Based Restoration Services”), which Customer may use for six (6) weeks, provided at a SunGard facility:

(i) Hotsite. An installed, fully operational computer system and networking capability (“Hotsite”), equal to or better than (in all material respects including equipment quality and processing capacity) the Hotsite Configuration described in the Schedule.

(b) Mobile Restoration Services. Immediate and exclusive use of the services described below (“Mobile Restoration Services”), which Customer may use for six (6) weeks, provided at a SunGard facility:

(i) Mobile Configuration. A fully operational, relocatable computer system and networking capability (“Mobile Configuration”), equal to or better than (in all material respects including equipment quality and processing capacity) the Mobile Configuration described in the Schedule, to be provided to Customer by one of the following methods at SunGard’s option:

a. Primary Recovery Facility. Access to the Mobile Configuration at a SunGard facility where it is then installed.

b. Alternate Recovery Facility. Delivery of the Mobile Configuration to a SunGard facility where it may be accommodated, within forty-eight (48) hours after the Disaster declaration notice.

(c) Network Services. Use, within two (2) hours after the Disaster declaration notice, of the network services described below (“Network Services”), which Customer may use for six (6) weeks:

(i) Center to Center. On-demand connectivity among SunGard facilities using the SunGard Global Network (“SGN”) in accordance with the Network Configuration described in the Schedule.

(ii) Dedicated Circuit. Dedicated connectivity between the Customer Facility described in the Schedule and the SunGard) or SGN POP (point of presence) described in the Schedule, using a dedicated circuit that is either (a) procured and installed by SunGard or (b) procured and installed by Customer with installation management assistance from SunGard.

Confidential Treatment Requested

(iii) Net ReDirect Services. On-demand connectivity between the SGN POP where the Customer’s local circuit terminates and the SunGard facility described in the Schedule, which are designated as “Net ReDirect Metropolitan Services” when the SGN POP and SunGard facility are located in the same metropolitan area.

(iv) IP ReDirect Services. On-demand, point-to-point or point-to-multipoint Internet Protocol (IP) connectivity between the IP-enabled SGN POP where Customer Is accessing the SGN and the IP-enabled SunGard facility described in the Schedule, with such connectivity delivered using a single Ethernet interface directly attached to a router at the Customer facility procured by either SunGard or Customer.

(v) Web ReDirect Services. On-demand access to the Internet from the SunGard facility described in the Schedule, using any of the multiple Internet service providers under contract with SunGard (which may require Customer to set up domains to use the Web ReDirect Services).

3. EXTENDED USE. During a Disaster, Customer may continue to use the Restoration Services or the Network Services beyond six (6) weeks, provided that this extended use shall be subject to immediate termination if and when any other customer declares a disaster and requires use of the Recovery Resources then being utilized by Customer.

4. MANAGED TECHNOLOGY PLAN. The Restoration Services contracted for on a Schedule to this Exhibit include the development of a Managed Technology Plan (“MTP”) for the devices, systems and or technologies managed by SunGard and set forth in the applicable Schedule. The MTP is a comprehensive plan to guide the restoration of production applications and Customer operations that were affected by a Disaster with regard to the Equipment in the Space. The MTP will contain definitive action steps, including checklists of required activities, explanation of roles, and the definition of resources. Prior to any change to Customer’s production environment and infrastructure which could impact the ability of SunGard to provide the Restoration Services, Customer Is responsible to ensure that SunGard is provided with written information regarding such change, in order for the MTP to be updated. If Customer has not notified SunGard of a change In the production environment or if a change is made without providing SunGard sufficient time to revise the MTP, and such change impacts the iteration Services, SunGard shall not be liable for any resulting failure to provide the Restoration Services. In such event, SunGard shall use reasonable efforts to work with Customer to assist Customer in the recovery. If requested by Customer, SunGard will provide a semi-annual review of the MTP.

5. TESTS. SunGard will use certain Restoration Services to test Customer’s disaster recovery capability (“Test”) for the number of Test Periods stated in the applicable Schedule. Each Test Period provides eight (8) hours of consecutive test time per

contract year at a designated SunGard recovery center, on a non-cumulative basis. SunGard will schedule and conduct the Test based on the MTP and provide the results to Customer following the annual Test. In the event that Customer does not accept the Test dates for the current contract year as proposed by SunGard, the allocated Test Period(s) are forfeited for that contract year. In order for SunGard to provide support to Customer for a scheduled Test, Customer acknowledges the requirement to work with SunGard to ensure the Test plan is finalized at least three (3) weeks prior to the Test date. Following completion of the Test plan, SunGard will then assign a technical coordinator to coordinate Test support activities, Customer’s Test plan will define the mutually agreed-to Test objectives. Customer shall coordinate request for scheduling at least four (4) months in advance. Test time is available on a 24-hour-a-day, 7-day-a-week basis. Any Test Period(s) cancelled by Customer less than 45 days before the scheduled date will be applied against Customer’s annual allotment of Test Period(s), unless SunGard is able to utilize the cancelled time to provide test time to another customer. Customer acknowledges that all Tests shall be subject to immediate cancellation or termination by SunGard, and shall be rescheduled as soon as possible, if and when any other customer declares a disaster and requests use of the Restoration Services being tested.

6. TEST SERVICES. SunGard’s testing services are designed to provide reliable and repeatable Test services for operating system, application and data restorations (“Test Services”) for Customer managed systems while Customer is using the Recovery Resources for a Test Whenever Customer schedules a Test of the Restoration Services, the Test Services provided by SunGard to Customer shall the Test Services selected by Customer for the configurations identified in the applicable Schedule.

7. COMPREHENSIVE DISASTER RECOVERY SUPPORT. Whenever Customer uses Restoration Services during a Disaster, SunGard’s Support Staff (consisting of operations, communications, security, transportation, systems software and customer support personnel, as appropriate) shall provide comprehensive support to Customer on a 24-hour-a-day, 7-day-a-week basis, as needed. During a Disaster, SunGard’s Support Staff also shall assist Customer in contacting vendors and in obtaining replacement equipment.

Following restoration of Customer’s production environment utilizing the Recovery Resources, SunGard snail use all reasonable efforts to provide the Managed IT Services defined on the Managed IT Schedule to Customer in the SunGard facility as soon as reasonably practical.

8. RETURN TO MANAGED IT SERVICES SPACE IN DESIGNATED SUNGARD FACILITY. Following closure of Disaster declaration by Customer, SunGard shall provide Customer with commercially reasonable assistance in returning Customer’s data to the original Space and reinstating the Services defined in the affected Schedule for Managed IT Services on the Equipment. Such assistance shall, at a minimum be consistent with SunGard’s responsibilities under the Schedule for Managed IT Services.

Confidential Treatment Requested

B. MAINTENANCE AND USE OF RECOVERY RESOURCES. The terms of this Section B are intended to ensure that the facilities, equipment, network and other resources used by SunGard to provide the Restoration Services (“Recovery Resources”) are properly maintained and used, and to protect the respective interests of the parties in using the Recovery Resources.

1. MAINTENANCE. SunGard shall maintain vendor-specified proper operating environments at Its facilities and in its vehicles used to provide the Restoration Services. SunGard shall adhere to vendor-recommended procedures and policies for proper maintenance of the Recovery Resources, including necessary remedial maintenance and regularly scheduled preventive maintenance. SunGard warrants to Customer that the Recovery Resources shall be maintained In a state of readiness at all times, consistent with SunGard’s obligations under this Master Agreement.

2. SIGNIFICANT CHANGES. SunGard may change the Recovery Resources and shall give written notice to Customer at least 60 days before making any significant change that might substantially and adversely impact Customer. If, in Customer’s reasonable Judgment, any such change substantially and adversely impacts Customer to the extent that Customer cannot use the affected Restoration Services, then Customer may terminate the affected Restoration Services by giving written notice to SunGard within ten (10) days after Customer receives SunGard’s notice of the change.

3. AUDITS. At any time except when the Recovery Resources are being used during a disaster or a confidential test, Customer may, at its expense, audit the Recovery Resources to verify SunGard’s compliance with this Master Agreement. SunGard also shall permit any regulatory authority having jurisdiction over Customer to inspect the Recovery Resources. SunGard shall, at its expense, have the Recovery Resources annually reviewed by an independent third-party auditor, whose reports shall be furnished to Customer upon request.

4. STANDARD PROCEDURES. SunGard shall maintain reasonable and uniform policies regarding security, safety, operations and other procedures for accessing and using the Recovery Resources during disasters. In the case of network resources, these policies (“Network Policies”) incorporate the policies, rules and regulations of SunGard’s underlying network and Internet service providers. All of these policies are included in SunGard’s on-line User Guide and in other written documents provided by SunGard to Its Customers from time to time. Both SunGard and Customer shall comply with these policies in all material respects and shall use all Recovery Resources in accordance with manufacturer specifications. Before the conclusion of any Test or Disaster, SunGard shall write-over all Customer Confidential Information recorded on any medium, or stored in any storage system as part of its use of me Restoration Services.

5. SPECIAL PROCEDURES. If Customer gives written notice to SunGard describing any special data protection or other security procedures used by Customer, SunGard shall

use commercially reasonable efforts help implement those procedures whenever Customer is using the Recovery Resources. Customer responsible for any additional expenses incurred by SunGard in implementing Customer’s sp procedures.

6. NETWORK RESOURCES. SunGard shall privately manage the SGN as a protocol-independent, multi-layer network. After Customer has been switched onto the SGN, the applicable Network Services will be available on a 24-hour-a-day, 7-day-a-week basis excluding downtime attributable to routine and preventive maintenance. Dedicated circuits connecting Customer locations to SunGard facilities or SGN POPs are provided by third parties and do not constitute Recovery Resources. The Network Services are provided subject to the availability of the necessary services by SunGard’s underlying network and Internet service providers. SunGard may, without penalty, and by providing Customer with thirty (30) days prior written notice, terminate any Schedule or withhold provision of the Network Services if: (a) SunGard’s underlying network and Internet service providers withdraw or substantially alter any underlying tariff(s) resulting in a material, adverse effect on SunGard’s operational or financial ability to provide the Network Services; or (b) any public utility commission or other regulatory authority asserts jurisdiction over the Network Services, such that SunGard would be required to submit to common carrier, public utility or other regulation to which SunGard is not now subject.

7. FEES AND EXPENSES. Customer shall be responsible for (a) any applicable Disaster Fees as indicated on a Schedule, (b) all communications and similar third party charges resulting from Customer’s use of the Recovery Resources, (c) all costs associated with the transportation and delivery of Mobile Resources used by Customer at the Recovery Center, (d) all costs related to the relocation of any Customer data to and from the Recovery Center in which the recovery was performed, and (e) all power and other utility charges resulting from Customer’s use of the Recovery Resources, except the initial four (4) weeks of use.

While Customer is using the Recovery Resources following a Disaster declaration, the Monthly Fees set form on the affected Schedule(s) for Managed IT Services shall continue to be payable and shall be applied to the Disaster Fees as set forth on the affected Schedule(s) for Restoration Services. In the event that Customer makes continued use of the Recovery Resources after the initial four (6) weeks of use. Customer’s Daily Usage Fee(s) shall be increased by twenty-five percent (25%). Such increase shall be applicable: (i) in the event that the Disaster was as a result of Customer Equipment failure, if the Disaster was related to the Space, and SunGard has notified Customer that the

Confidential Treatment Requested

Space is fully functioning and available, and Customer has not returned to the Space in the Designated SunGard Facility within forty-eight (48) hours of such notification by SunGard. Otherwise the Disaster Fees shall remain payable based on the amounts set forth on the Schedule for Restoration Services for such continued use.

With regard to the Space at the Designated SunGard Facility, SunGard shall advise Customer as to the estimated availability date of the Space. In the event that the Space will not be available within six (6) weeks following the Disaster, Customer shall have the option of the terminating the Master Agreement and all Schedule(s) thereto.

C. MULTIPLE DISASTER. Customer’s rights of immediate and exclusive use of the Restoration Services, as provided in Section A2, shall be subject to the possibility that one or more other customers (“other affected customers”) could declare a disaster at the same time as (or before or after) Customer and require use of the same Recovery Resources at the same time as Customer (“Multiple Disaster”). The following provisions are intended to avoid or minimize contention for Recovery Resources during Multiple Disasters.

1. PRIORITY RESOURCES AND SHARED RESOURCES. All Recovery Resources shall be available on a priority use basis (“Priority Resources”) except for those designated by SunGard as available on a shared use basis (“Shared Resources”). SunGard’s designations of Shared Resources shall be made in its reasonable discretion and shall be subject to change without notice.

2. ACCESS AND USE PROCEDURES. Access to and use of Recovery Resources during disasters shall depend upon whether the Recovery Resources are Priority Resources or Shared Resources and, with respect to Priority Resources, the order in which disasters are declared. SunGard shall maintain records of its receipt of disaster declarations, which shall be the exclusive basis for determining the order in which disasters are declared.

(a) Customer shall have priority rights of access to and use of applicable Priority Resources that are not then being used by other affected customers who previously declared disasters. Use of such Priority Resources is exclusive for as long as Customer is entitled to use them under Section A2.

(b) Customer and all other affected customers shall have equal rights of access to and use of applicable Shared Resources, irrespective of the order in which disasters occur or are declared. Use of Shared Resources may be exclusive at times, but remains subject to the possible need for shared or allocated use with other affected customers. In an effort to avoid the need for shared or allocated use of any Shared Resources, SunGard shall, to the fullest extent possible under the circumstances, take full advantage of, and provide access to, all of its other available Shared Resources.

(c) If applicable Priority Resources and applicable Shared Resources are both available, Customer may choose which type to use.

(d) Customer shall cooperate with SunGard and all other affected customers as reasonably required under the circumstances, including to coordinate the efficient use of Recovery Resources, to avoid or minimize the need for shared or allocated use o Shared Resources, and to implement an; necessary plans for shared or allocated use of Shared Resources.

(e) If a Multiple Disaster is widespread or extreme, then, notwithstanding the foregoing provisions, SunGard may implement emergency procedures that are necessary, in SunGard’s reasonable judgment, to allocate Recovery Resources in order to address applicable national interests and comparable concerns.

3. MULTIPLE DISASTER PROTECTION. To lower the probability of a Multiple Disaster, SunGard shall comply with the following terms:

(a) No other customer shall be granted any greater rights of access to or use of the Recovery Resources than are granted to Customer under this Master Agreement.

(b) No agreement to provide use of any Recovery Resources shall be entered into at a time when the customer location to be serviced is then currently experiencing a disaster.

For Restoration Services, SunGard also shall comply with the following;

(c) To discourage unnecessary disaster declarations, Disaster Declaration Fees, as provided in the Schedules, shall be charged whenever a customer declares a disaster.

d) To discourage unnecessary use of the Recovery Resources, Daily Usage Fees, as provided in the Schedules, shall be charged for use of the Resources during a Disaster.

MITRS0108

Confidential Treatment Requested

PROFESSIONAL SERVICES EXHIBIT

TO THE MASTER SERVICES AGREEMENT

DATED January 1, 2009

1. DESCRIPTION OF SERVICES

SunGard shall provide consulting and assessment professional services and deliverables as described in the Schedule attached to this Exhibit, and if applicable, in the attached Statement of Work (“Professional Services”). SunGard warrants that all Professional Services to be provided by SunGard shall be performed by qualified personnel in accordance with professional standards, and all Professional Services provided and documents and reports delivered by SunGard shall conform to the requirements of this Exhibit and the attached Schedule and/or Statement of Work. Notwithstanding anything to the contrary herein, SunGard reserves the right to subcontract the Professional Services to a third party without written consent of Customer provided that (a) SunGard remains liable for any breach or failure to perform under this Exhibit and/or the Master Agreement and (b) such subcontractor is bound by terms of confidentiality no less protective of Customer than those set forth in the Master Agreement.

Except as otherwise stated in the attached Schedule or Statement of Work, the parties intend that all Professional Services to be provided to Customer under this Exhibit shall be completed within one year after the Schedule is signed by SunGard. If Customer does not permit SunGard to perform the Professional Services during that period, then all payments otherwise due upon project completion will become due at the end of the one-year period.

2. PERSONNEL

All SunGard personnel, when working at Customer’s premises, will conduct themselves in a professional manner and will use commercially reasonable efforts to minimize disruptions to Customer’s business. SunGard will retain full responsibility for its own personnel, including payment of compensation and payroll taxes, provision of benefits, and maintenance of workers’ compensation and other required insurance. SunGard and Customer also agree that during the term of this Agreement and for one (1) year thereafter neither party will interview for employment purposes or employ current employees of the other.

3. CUSTOMER’S RESPONSIBILITIES

Customer will provide to SunGard, as and when reasonably necessary, all information, data and other materials concerning Customer’s personnel, operations and facilities and other relevant aspects of Customer’s business, to the extent required by SunGard to properly perform the Professional Services. All such information, data and materials provided to SunGard by any of Customer’s personnel will be accurate, current and complete, and may be relied upon by SunGard in performing the Professional Services. Customer will be responsible for preparing and maintaining backup or duplicate copies of all such information, data and materials, and SunGard will have no liability for any loss or damage resulting from Customer’s failure to do so.

Further, Customer will (a) at mutually agreeable times, make available to SunGard experienced personnel having knowledge of Customer’s operations and other relevant aspects of Customer’s business, and (b) cooperate with SunGard in all respects reasonably necessary to allow SunGard to perform the Services.

4. CONFIDENTIALITY

Customer acknowledges that SunGard’s property used in the provision of Professional Services is deemed SunGard Confidential Information under the Master Agreement and is only for in-house use for the purpose of allowing Customer to establish, maintain and implement business recovery and other plans and procedures. Except with the prior written consent of SunGard, Customer will not, nor will it permit any other entity or individual to (a) use any SunGard property for any purpose not authorized by this Agreement, (b) refer to or otherwise use any SunGard property as part of any effort to provide similar Services to any entity or individual, or (c) remove, erase or tamper with any copyright or other proprietary notice of SunGard printed or stamped on, affixed to, or encoded or recorded in any SunGard property.

5. TERMINATION

Termination of the Services under this Exhibit for any reason will not relieve Customer of liability for all amounts owed to SunGard under a Schedule to this Exhibit for Professional Services performed. If Customer terminates the Professional Services under a Schedule to this Exhibit other than due to SunGard’s uncured material breach, Customer shall pay to SunGard, together with the notice of termination, a in amount equal to the present value (calculated using an annual discount rate equal to the then current prime rate published in The Wall Street Journal) of all remaining fees due under the applicable Scheduled), and Customer shall remain liable for any reimbursable expenses incurred by SunGard before termination pursuant to the terms of the Master Agreement.

If Customer breaches any of its obligations its confidentiality obligations or any obligations under licenses to SunGard property described in Section 4 of this Exhibit ?n any material respect, then, in addition to SunGard’s right to terminate the Agreement and any other rights and remedies that SunGard may have, SunGard may suspend performance of all Services under a Schedule to this Exhibit until the default is cured.

5. ACCEPTANCE.

For each of deliverable resulting from the performance of Professional Services that has stated acceptance criteria in the applicable Statement of Work (“Acceptance Criteria”),

Confidential Treatment Requested

Customer will have ten (10) business days to review and test each such deliverable (the “Acceptance Period”); in the event that Customer does not notify SunGard of a failure to meet the Acceptance Criteria before the expiration of the Acceptance Period, the deliverable shall be deemed accepted. If Customer determines that such deliverable does not conform to the Acceptance Criteria, then Customer shall provide SunGard with written notice of any such nonconformities within the Acceptance Period. SunGard will remedy such nonconformities, at no charge to Customer, within ten (10) business days (or such other period as may be agreed to by the parties given the nature of the work necessary to remedy the non-conformity) of Customer’s providing such notice and resubmit the deliverable to Customer for reconsideration. If SunGard fails to remedy all such nonconformities within such twenty (20) business day period, then Customer, at Customer’s sole option, may extend SunGard’s time to remedy such nonconformities or may reject the deliverable. The parties will repeat the foregoing process for a reasonable number of iterations, as determined by parties in their reasonable and good faith judgment, until Customer accepts or finally rejects the deliverable.

If Customer finally rejects any deliverable, Customer will provide written notice of final rejection to SunGard. In the event of final rejection and as Customer’s sole and exclusive remedy, within thirty (30) days of Customer’s notice of such final rejection, SunGard will refund all amounts paid to SunGard (if any) by Customer for the relevant deliverable.

PSE0504

Confidential Treatment Requested

MANAGED IT SERVICES EXHIBIT TO THE

MASTER AGREEMENT for U.S. AVAILABILITY SERVICES

Dated January 1, 2009

A. POLICIES AND SERVICES GUIDE

The services provided under this Exhibit shall at all times be used in compliance with SunGard’s then-current general policies and guidelines (“General Policies”) and the policies and guidelines of SunGard’s underlying telecommunications providers (“Network Policies”) (collectively, the General Policies and Network Policies are sometimes herein referred to as “Policies”). Customer agrees to be bound by the Policies, as amended. All Policies, including change management policies and procedures, and additional detail regarding the specifications of the service offerings, are set forth in SunGard’s Services Guide, which is available to Customer at SunGard’s customer portal http://www.MySunGard.com (“Portal”). In addition, all implementation services which are included as part of a service offering, are detailed in the Services Guide. As used in the Services Guide, “business hours” refers to the hours between 8:00 AM EST and 8 PM EST

If SunGard’s revisions to the General or Network Policies are i) not based upon changes in law or regulation, or third party service provider requirements, and ii) have a material and adverse impact on Customer’s use of the Services, Customer may notify SunGard of such within thirty (30) days of the email notification described in the paragraph below and the parties will discuss such revisions and attempt in good faith to reach agreement with respect thereto; provided that if the parties are unable, despite such good faith efforts, to reach agreement within ten (10) business days then Customer may, in its discretion, terminate the Master Agreement upon advance written notice to SunGard.

Upon completion and full execution of a Managed IT Services Schedule, Customer will receive access to the Portal. Upon receiving access, Customer shall enter the Portal and subscribe to the Services Guide in accordance with the instructions specified in the Portal and shall provide an email address(es) electronically so that notices of changes to the Services Guide will automatically be sent to the email address(es) provided. The email will notify Customer that the Services Guide has been changed and upon accessing the Services Guide, the cover page will indicate the Section(s) modified, deleted or added.

B. HOSTING SERVICES

1. Space

a. SunGard hereby grants to Customer the right to use the Space (as defined in the Schedule) for the placement and maintenance of the computer and communications equipment specified in the Schedule (“Equipment”) which may be interconnected to the Network Services offered by SunGard (as defined herein) or to other communications carriers via facilities offered by SunGard. The Equipment and any necessary software (“Software”) may be provided by Customer (“Customer-provided Equipment” or “Customer-provided Software”) or by SunGard (“SunGard-provided Equipment” or “SunGard-

provided Software”) as specified in the Schedule. The Space shall be used by Customer in accordance with the Equipment vendor’s specifications for electrical, airflow, and clearance. Unless otherwise expressly agreed to in writing by Customer, the Space and Equipment will always be maintained within the United States of America.

With the exception of the Full Infrastructure Management Space option, as defined herein, if Customer desires to install Equipment in the Space that exceeds the written vendor specification(s), SunGard reserves the right to require Customer to contract for additional Space after notifying Customer of such and providing Customer with an opportunity to not install such Equipment and not contract for additional Space. This Exhibit does not create any interest in real estate and is strictly an agreement for the provision of services, which are personal in nature to the parties. The Monthly Fees and any other fees in connection with Customer’s use of the Space are set forth in the Schedule. Customer’s use of the Space shall not interfere with any other SunGard customer’s use of SunGard’s facilities. Customer represents and warrants that it has the full legal right to utilize any Customer-provided Equipment and Software and SunGard represents and warrants that it has the full legal right to permit Customer to utilize any SunGard-provided Equipment or SunGard-provided Software. The Equipment shall operate on conditioned UPS-based power with transparent and immediate access to a back-up power source capable of sustaining power to the Equipment during any interruption to the primary power source.

b. SunGard shall perform such janitorial services, environmental systems maintenance, power plant maintenance and other services as are reasonably required to maintain the facility in which the Space is located in good condition suitable for the placement of Equipment. With the exception of the Full Infrastructure Management Space option, as defined herein, Customer shall keep the Space clear of all refuse, cardboard or any potentially hazardous material. Customer shall maintain the Space in an orderly and safe condition, and shall return the Space to SunGard at the conclusion of the Agreed Term as defined in the Schedule in the same condition (reasonable wear and tear excepted) as when such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED HEREIN, THE SPACE SHALL BE DELIVERED AND ACCEPTED “AS IS”. THE SPACE SHALL BE IN SECURE FACILITIES MONITORED TWENTY FOUR (24) HOURS PER DAY, SEVEN (7) DAYS PER WEEK BY ON-SITE STAFF, WITH CARD KEY ACCESS AND CLOSED CIRCUIT TV MONITORING, CONDITIONED POWER UTILIZING UPS SYSTEMS AND BACK-UP POWER GENERATOR CAPABILITY (“INFRASTRUCTURE”). SunGard represents that it will not materially diminish such Infrastructure at the Designated SunGard Facility (as defined in the Schedule) during the Agreed Term. At its sole risk and expense, Customer shall be responsible for installation of the Customer-provided Equipment in the Space, unless Customer elects to contract for Hardware Installation Services as set forth herein. If Customer elects to contract for Hardware Installation

Confidential Treatment Requested

Services, then SunGard shall be responsible for the installation of the Customer-provided Equipment to the extent provided herein. At its sole risk and expense, Customer shall be responsible for installation of Customer-provided Software in the Space. Upon termination or expiration of the Schedule, Customer shall be responsible for removal of the Customer-provided Equipment and Software from the Space within ten (10) business days of such termination or expiration. SunGard is responsible, at its sole risk and expense, for the installation of any SunGard-provided Equipment or SunGard-provided Software.

c. In addition to the Policies, Customer shall abide by any posted rules relating to the use of, physical access to, or security measures respecting the Space. The Customer-provided Equipment shall be installed, operated, inspected, maintained, repaired, replaced and removed only by qualified agents of Customer who are properly licensed, if applicable, a list of whom shall be provided to SunGard in advance of any such activity. Customer shall not permit any liens to be placed against all or any portion of the Space or any SunGard-provided Equipment or Software. Customer shall not make any material alterations to the Space without the prior written consent of SunGard. In the event that unauthorized parties gain access to the Space through access cards, keys or other access devices provided to Customer (“access devices”), other than as a result of the acts or omissions of SunGard or its agents, Customer shall be responsible for any damages incurred as a result thereof. Customer shall be responsible for the cost of replacing any access devices lost or stolen after delivery thereof to Customer. If Customer fails to pay SunGard any undisputed amounts due under a Schedule in accordance with the terms of the Master Agreement, and such failure continues for more than thirty (30) days after receipt of SunGard’s written notice of nonpayment, included in SunGard’s right to terminate Customer’s use of the Space is the right to disconnect and remove any or all of the Equipment from the Space (including any data or Software resident on such Equipment), and store any Customer-provided Equipment in any reasonable location for a period not to exceed six (6) months and assess Customer reasonable charges for such storage. Upon conclusion of the six (6) month period, SunGard may dispose of such Equipment without liability to Customer. After termination of Customer’s use under the first sentence of this paragraph, SunGard may redeploy any SunGard-provided Equipment in any manner in its sole discretion and shall delete all Customer data residing on such SunGard-provided Equipment before redeployment. Any of Customer’s data or Software resident on Customer-provided Equipment shall be removed, stored and/or disposed of in the manner and for the period specified above for Customer-provided Equipment. Exercise of any of the above rights by SunGard shall not relieve Customer of any of’ its payment obligations under the Master Agreement for Services performed prior to the date of termination.

d. SunGard reserves the right to change the location or configuration of the Space, at SunGard’s sole expense, within the Designated SunGard Facility or to another SunGard facility; provided, however, that SunGard shall not arbitrarily or

discriminatorily require such changes nor shall any migration impair, diminish or materially affect Customer’s use of the Space or receipt of Services. SunGard and Customer shall work in good faith to minimize any disruption to Customer’s Services that may be caused by such change in location or configuration of the Space. If the location of the Space is to be moved to another facility, SunGard shall provide Customer with at least one hundred thirty-five (135) days prior written notice of such relocation and Customer shall have the right to audit and inspect such new facilities and then (a) elect to be relocated to another facility, or (b) elect to terminate the Schedule without penalty. Customer shall provide SunGard with written notice of its decision regarding the preceding sentence within 90 days after receipt of SunGard’s written notice. In addition, SunGard reserves the right to upgrade or modify the infrastructure used to provide the Services provided that any such change will not adversely affect Customer’s environment in the Space.

e. Prior to Customer’s occupancy, and during the Agreed Term of the Schedule, Customer shall procure and maintain the following minimum insurance coverage: (a) Workers’ Compensation in compliance with all applicable statutes of appropriate jurisdiction; Employer’s Liability with limits of $500,000 each accident; (b) Commercial General Liability with combined single limits of $2,000,000 each occurrence; and (c) “All Risk” Property insurance covering the Customer-provided Equipment located in the Space. Customer shall provide to SunGard a certificate of insurance demonstrating that it has obtained the required insurance coverage prior to Customer’s occupancy of the Space. Customer shall notify SunGard of any material changes or cancellation promptly. Customer shall require any contractor entering the Space on its behalf to procure and maintain the same types and amounts of insurance as set forth in this section.

f. With the exception of the Full Infrastructure Management Space option (as defined herein), SunGard shall provide to Customer (including any of its employees, agents and other authorized representatives as Customer may from time to time reasonably designate in writing), access to the part of the Designated SunGard Facility from which SunGard is providing the Space, twenty-four (24) hours per day, seven (7) days per week, including statutory holidays. All of Customer’s designees shall adhere to SunGard’s Policies.

g. Space Options - Customer may subscribe to any of the following options available relating to Space: (i) SunGard-provided 19” Cabinet; (ii) Secure Cabinet; (iii) Secure Space; (iv) Secure Cage; and (v) Secure Suite.

(i) SunGard-provided 19” Cabinet The SunGard-provided 19” Cabinet option includes: (i) a minimum of 42 U EIA rack space for the Equipment; (ii) proper air ventilation for the Equipment; (iii) two (2) stationary equipment shelves; and (iv) security by lock and key, managed by SunGard.

Confidential Treatment Requested

(ii) Secure Cabinet The Secure Cabinet option includes: (i) a SunGard-provided 19” Cabinet (as defined above); (ii) Space to support the SunGard-provided Cabinet (iii) and the redundant power configuration as set forth in the Schedule with the corresponding voltage (“V”) and amperage (“A”).

(iii) Secure Space - The Secure Space option includes the amount of Space in the square feet increments defined in the Schedule and: (i) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Space option in the Schedule or one (1) Standard Power Circuit (as defined herein) for each cabinet installed in the Secure Space; and (ii) five (5) hours of Operational Support Services (as defined herein) per month.

(iv) Secure Cage - The Secure Cage option includes the amount of Space defined in the Schedule or the amount of Space necessary to install the number of cabinets as set forth in the Schedule and: (i) perimeter metal fence with an access door; (ii) security by lock and key, managed by SunGard; (iii) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Cage option in the Schedule or one (1) Standard Power Circuit (as defined herein) per cabinet installed in the Secure Cage; and (iv) five (5) hours of Operational Support Services (as defined herein) per month.

(v) Secure Suite - The Secure Suite option includes the amount of Space defined in the Schedule for the number of cabinets as set forth in the Schedule. The Secure Suite option includes: (1) perimeter metal fence or perimeter walls with an access door; (ii) private security with card key and pin code or by lock and key; (iii) one (i) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Suite option in the Schedule or one (1) Standard Power Circuit (as defined herein) for each cabinet installed in the Secure Space; and (iv) ten (10) hours of Operational Support Services per month.

h. Secure Hosting Bundle - The Secure Hosting Bundle option includes: (i) one (i) SunGard-provided 19” Cabinet (as defined herein); (ii) SunGard-provided management switch infrastructure to support the initial eighteen (18) Ethernet switch ports to facilitate the Services set forth in the Schedule; (iii) Standard Monitoring Services (as defined herein) for up to ten (10) devices; (iv) five (5) hours of Operational Support Services (as defined herein) per month; and (v) the redundant power configuration as set forth in the Schedule with th3 corresponding voltage (“V”) and amperage (“A”).

i. Full Infrastructure Management Space - The Full Infrastructure Management Space option is an offering available

in select SunGard facilities and includes: (i) the required space and power necessary to support all servers managed by SunGard for which Customer has contracted for Operating System Management Advanced or Enterprise Services (as defined herein), and as set forth in the Schedule with the corresponding Rack Unit (“RU”); (ii) the required Space and power needed to support network and security equipment managed by SunGard, as set forth in the Schedule; (iii) SunGard-provided management ethernet switch infrastructure to facilitate the Services set forth in the Schedule; and (iv) SunGard-provided keyboard/video/mouse (“KVM”) switch infrastructure to facilitate the Services set forth in the Schedule. Customer acknowledges that: (i) all the devices in the Full Infrastructure Management Space offering must be managed by SunGard; and (ii) Customer will not have physical access to the Space or the devices associated with Full Infrastructure Management Space.

For Equipment that is not rack mountable, SunGard will provide power in accordance with hardware manufacturer specifications. The Space may be subject to additional power charges.

j. At SunGard’s discretion, any cabling required to inter-connect any Customer-provided or SunGard-provided 19” Cabinet(s) may require the use of industry standard patch panels. If SunGard determines that patch panels are required, SunGard reserves the right to install mutually agreed upon patch panel infrastructure and will pass through the cost of the patch panel infrastructure to Customer without surcharge.

k. Except in the case of Full Infrastructure Management, upon written request delivered at least seven (7) days in advance, Customer and its customers may inspect the Space and Equipment.

l. SunGard shall obtain SAS 70 Type II reports (the “Reports”) for all SunGard facilities providing to Services to Customer for the Term of the applicable Schedule(s) and on at least an annual basis shall provide to Customer copies of the Reports, upon Customer’s request, covering the periods of time during which Customer received Services. If a Report states that SunGard has failed to materially satisfy one or more control objectives, Customer may provide SunGard written notice requesting that SunGard correct such material non-conformance (“Deficiency Notice”). If SunGard fails to materially correct and meet the control objectives identified as not having been satisfied within ninety (90) days of the Deficiency Notice, Customer may, at its sole discretion, i) elect to move the Services to an alternate SunGard facility or ii) terminate the affected Schedule(s) upon ninety (90) days written notice. If SunGard decides to discontinue its practice of obtaining Reports for some or all of the SunGard facilities where Customer receives Services, SunGard will send written notice to Customer within thirty (30) days of such decision and Customer may terminate the affected Schedule(s) by providing written notice no later than sixty (60) days following its receipt of the SunGard discontinuation notice. The Customer termination rights described in this Section shall be Customer’s sole and exclusive remedies for SunGard’s i) failure to correct a materially non-

Confidential Treatment Requested

conformance to a control objective or ii) discontinuation of obtaining Reports for the SunGard facilities where Customer receives Services; provided that nothing herein shall be deemed a limitation of Customer’s remedies with respect to any breach of any other section of the Agreement even if such breach is the cause of the material non-conformity to the control objectives.

m.SunGard will not access or decrypt any Customer content (including Customer end-user content) stored on any Equipment except as may be required to perform the Services under this Exhibit.

n. Notwithstanding anything to the contrary herein, SunGard reserves the right to utilize subcontractors to perform Services, including ancillary services in connection with the Services provided to Customer under a Schedule without written consent of Customer provided that (a) except as otherwise set forth in Section J(12), SunGard remains liable for any breach or failure to perform under this Exhibit and/or the Master Agreement, (b) such subcontractor is bound by terms of confidentiality no less protective of Customer than those set forth in the Master Agreement, (c) upon Customer request, SunGard advises Customer of the identity of such subcontractors as required under Section 4(b) of the Master Agreement, and (d) upon Customer request, SunGard shall advise as to whether the subcontractor has been subjected to a criminal background check.

2. Power

SunGard shall provide Customer with the power configuration within the Designated SunGard Facility as set forth in the Schedule. With respect to one hundred and twenty (120) Volt power, SunGard will provide the power feed(s) with a minimum of a 12 outlet power strip. If Customer requires a power strip for 208/220 Volt power feed(s), Customer is responsible for providing the necessary 19” EIA rack-mounted power strip. Where Customer powers Equipment with a single Standard Power Circuit (“A-Side Circuit”), Customer is responsible to ensure that the total of the manufacturer’s rated amperage for all Equipment on any A-Side Circuit does not exceed 80% of the rated amperage of that circuit. If Customer contracts for an A-Side Circuit and a redundant Standard Power Circuit (“B-Side Circuit”), Customer is responsible to ensure that the total of the manufacturer’s rated amperage for all Equipment on the A & B Side Circuit pair does not exceed 80% of the rated amperage of one of the circuits in the pair.

SunGard may proportionally increase the Monthly Fee associated with the power configuration, at any time by providing Customer with thirty (30) days prior written notice if the underlying utility provider increases SunGard’s fees.

SunGard reserves the right to audit power consumption of any Customer. If during such audit, SunGard determines (i) that a Customer is using redundant power in a non-redundant fashion; or (ii) Customer is drawing more power than specified in the Schedule and this Exhibit, than SunGard shall notify Customer

in writing and Customer shall have three (3) business days to either balance or reduce its power loads respectively, or request an upgrade from SunGard to provide additional capacity.

a. Standard Power Circuit. A Standard Power Circuit is a single one hundred and twenty (120) Volt, twenty (20) AMP power feed.

b. Power Infrastructure Upgrade B-Side. SunGard shall provide a redundant B-Side Circuit to Customer’s A-Side Circuit as set forth in the Schedule with the corresponding voltage (v) and amperage (A).

c. Power Infrastructure Upgrade (“Additional Power”). The Power Infrastructure Upgrade option(s) provides Customer with: (i) additional non-redundant A-Side Circuit(s); or (ii) additional power capacity, as set forth in the Schedule on both the A-Side Circuit(s) and B-Side Circuit(s), with the corresponding voltage (v) and amperage (A).

SunGard reserves the right to determine, in its sole reasonable judgment, its ability to allow Customer to contract for additional power based- upon the then available power at the Designated SunGard Facility. Any one time installation costs or any additional Monthly Fees related to additional power contracted for will be set forth on a Schedule.

3. Support Services

a. Hardware Installation Services. SunGard shall provide Hardware Installation Services for the number of devices set forth in the Schedule. Hardware Installation Services include the one-time installation of hardware devices and do not include on-going support. Hardware Installation Services include: (i) the unpacking and installation of the Equipment into nineteen inch (19”) computer racks or cabinets in accordance with hardware vendor recommendations and Customer requirements; (ii) the installation of network cables and cross-connects; and (iii) floor cutouts, as necessary.

b. Operational Support Services. SunGard will provide Customer with access to technical personnel to assist Customer on a 24x7x365 basis for the number of hours per month as set forth in the Schedule. In the event that the Customer exceeds the number of hours indicated in the Schedule in any month, Customer may then elect to have SunGard attempt to resolve the problem on a time and materials basis at SunGard’s then prevailing hourly rate. Operational Support Services shall include: (1) the execution of a command or series of commands as directed by Customer to determine operating status or to facilitate configuration changes; (ii) enlisting of vendor support as requested by Customer and as available pursuant to Customer’s agreement with the applicable vendor; (iii) visual inspection of Equipment and power up, restart or reboot as directed by Customer; (iv) insertion and ejection of media as directed by Customer; and (v) preparation of media for pickup at the Designated SunGard Facility as requested by Customer. Customer is responsible for providing all media, related materials, storage containers, procedures and any off-site storage contract for the media.

Confidential Treatment Requested

c. Equipment Management Services. SunGard shall provide Equipment Management Services for the Equipment set forth in the Schedule. Equipment Management Services include: (i) resolution of detected Equipment failures; (ii) coordination of preventative maintenance; (iii) installation of microcode or firmware upgrades; (iv) power cycling or reboot; (v) issuance of software or firmware commands; and (vi) physical inspection of all Equipment components. With respect to Customer-provided Equipment, Customer is responsible for obtaining the consent of the maintenance vendor in order for SunGard to act as Customer’s agent.

d. SunGard-provided Equipment. If necessary in support of certain Services, SunGard may install certain SunGard-provided Equipment in Customer’s Space.

4. Server Services. For all Service(s) listed in this Section, Customer shall place Customer-provided Equipment and Customer-provided Software under a valid maintenance contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time, In the event that Customer elects to contract for an Operating System license under SunGard’s Software Licensing Services (as defined herein), SunGard shall provide a valid maintenance contract for the Operating System license with the original software manufacturer. If Customer elects to contract for maintenance services with a vendor other than the original equipment/software manufacturer, Customer is responsible for all issues arising as a result thereof and associated obligations.

In order to receive Server Services, Customer’s server(s) must be configured with a drive capable of reading a CD-ROM to facilitate the installation of utility software on the disk volume where the operating system resides. Customer must subscribe to Data Back-up Services (as defined herein) or Vaulting Services - Restoration Support Option (as defined herein) and provide a minimum of one (1) dedicated network interface per server for administration and monitoring, as well as one (1) dedicated network interface per server for Data Back-up Services (as defined herein) in order to receive Server Services. Customer acknowledges that SunGard will install utility software on the server(s) on which the operating system resides.

a. Operating System Management Standard Services. SunGard shall provide Operating System Management Standard Services for the number of servers set forth in the Schedule. Operating System Management Standard Services includes Advanced Monitoring Services - Operating System (as defined herein) and as requested by Customer and in accordance with Customer’s written instructions: (i) the initial operating system build on the server, (ii) operating system patch maintenance and reporting; (iii) resolution of detected operating system failures; (iv) Hardware Installation Services (as defined herein); (v) Equipment Management Services (as defined herein); (vi) configuration of operating system level back-ups; and

(vii) tracking of physical inventory and installed patches for the servers/devices under contract with SunGard. In order for SunGard to provide Operating System Management Standard Services, Customer shall provide SunGard with ROOT or ADMIN security access.

b. Operating System Management Advanced Services. SunGard shall provide Operating System Management Advanced Services for the number of servers and partitions set forth in the Schedule. Operating System Management Advanced Services include: (i) the initial operating system build on the server; (ii) Advanced Monitoring Services - Operating System (as defined herein); (iii) operating system patch maintenance, if available from the vendor, and upon Customer request; (iv) resolution of detected operating system failures; (v) Hardware Installation Services (as defined herein); (vi) Equipment Management Services (as defined herein); (vii) operating system configuration changes upon Customer request; (viii) configuration of operating system level back-ups; (ix) tracking of physical inventory and installed patches for the managed servers; and (x) management of ROOT or ADM1N security access. Customer must provide SunGard with exclusive control of root security access to be eligible for the Service Level Commitment specified in Section J. In order for SunGard to provide Operating System Management Advanced Services, Customer shall provide SunGard with ROOT or ADMIN security access.

c. Operating System Management Enterprise Services. SunGard shall provide Operating System Management Enterprise Services for the number of enterprise class servers and partitions set forth in the Schedule. Enterprise class servers are servers that are configured with a SunGard-supported clustering technology and/or servers capable of running multiple OS instances on one hardware platform. OS instances are isolated from each other through logical (software/firmware) and/or physical (hardware) partitioning. Operating System Management Enterprise Services include: (i) Operating System Management Advanced Services; (ii) management of the separate partitions on the server; and (iii) management of SunGard-supported clustering technology as set forth in the Services Guide. In order for SunGard to provide Operating System Management Enterprise Services, Customer may be required to provide the appropriate management console (hardware and software) to manage the servers with logical and/or physical partitions.

5. Application Services. For all Services(s) listed in this Section, Customer shall place Customer-provided Equipment and Customer-provided Software under a valid maintenance contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time. In the event that Customer elects to contract for an application license under SunGard’s Software Licensing Services (as defined herein), SunGard shall provide a valid maintenance contract for the application license with the original software manufacturer. If Customer elects to contract for maintenance services with a vendor other than the original software vendor, Customer is responsible for all issues arising as a result thereof and

Confidential Treatment Requested

associated obligations. In order to be eligible for Application Services, Customer must contract for Operating System Management Advanced or Enterprise Services, Data Back-up Services (as defined herein) or Vaulting Services - Restoration Support Option (as defined herein), and provide a minimum of two (2) dedicated network interfaces per physical server for connectivity to SunGard’s back-up and management networks.

a. Managed Citrix Services^®. SunGard shall provide Managed Citrix Services for the number of servers and instances set forth in the Schedule. Managed Citrix Services include: (i) the initial Citrix software installation and configuration on the server(s); (ii) installation, configuration and management of the database instance for the Citrix data store database instance (Customers with three (3) or more Citrix servers must contract for Managed Database Services; (iii) Citrix software patch maintenance and tracking including one (1) version upgrade per contract year, if available from the software vendor, and upon Customer request; (iv) resolution of detected Citrix software failures; (v) Citrix software configuration changes upon Customer request; and (vi) publishing of Citrix applications in accordance with Customer-defined configuration requirements.

b. Managed Database Services. SunGard shall provide Managed Database Services for the number of servers and instances set forth in the Schedule. Managed Database Services include: (i) Advanced Monitoring Services - Database (defined herein); (ii) the initial database build on the server; (iii) database software patch maintenance and tracking including one (1) version upgrade per contract year, if available from the database vendor, and upon Customer request; (iv) resolution of detected database failures; (v) table compaction or reorganization upon Customer request; (vi) database configuration changes upon Customer request; and (vii) management of database security access in accordance with Customer-provided written specifications. In addition to the specific Services defined above for Managed Database Services, if Customer also contracts with SunGard for Data Back-up Services, SunGard will define and implement database back-up and restore methodology.

c. Managed Exchange Services. SunGard shall provide Managed Exchange Services for the number of servers and instances set forth in the Schedule. Managed Exchange Services include: (i) Advanced Monitoring Services - Exchange (defined herein); (ii) the initial Exchange software installation and configuration on the server(s); (iii) SunGard’s exclusive control of related administrative/service security password and identifiers; (iv) Exchange software patch maintenance and tracking; (iv) resolution of detected Exchange software failures; and (v) Exchange software configuration changes in accordance with Customer’s written request.

d. Managed Oracle^® E-Business Suite Services. SunGard shall provide Managed Oracle E-Business Suite (EBS) Services for the number of Oracle EBS application instances, application servers and/or Oracle modules set forth in the Schedule. Managed Oracle EBS Services include: (i) Oracle EBS software patch maintenance and tracking including one (1) version

upgrade per contract year per Oracle EBS instance inclusive of version point releases, if available from the application vendor and upon Customer request; (ii) monitoring of application performance metrics, including system usage, capacity and consumption; (iii) resolution of detected application failures; (iv) management of Oracle print spool and queue; and (v) management of Oracle application security access in accordance with Customer-provided written specifications.

e. Managed SAP^® Services. SunGard shall provide Managed SAP Services for the number of SAP system identifiers, SAP application servers and/or SAP landscapes set forth in the Schedule. Managed SAP Services include: (i) SAP software patch maintenance and tracking including one (i) version upgrade per contract year per SAP SID, if available from the application vendor and upon Customer request; (ii) monitoring of application performance metrics, including system usage, capacity and consumption; (iii) resolution of detected application failures; (iv) execution of SAP transports; (v) management of SAP print spool and queue; and (v) management of SAP application security access in accordance with Customer-provided written specifications.

f. Application Support - System Utility Services. SunGard shall provide Application Support - System Utility Services for the application(s) set forth in the Schedule. Application Support -System Utility Services include: (i) installation of releases, maintenance uplifts and patches upon Customer request; (ii) one (1) version upgrade per contract year, if available from utility software vendor and upon Customer request; (iii) resolution of detected utility software failures reported by Customer or detected by SunGard; (iv) utility software configuration changes upon Customer request; and (v) management of ROOT security access, if applicable to the utility. This Service is only available for servers under contract with SunGard for Server Services (as defined herein) and utility applications currently supported by SunGard as set forth in the Services Guide.

g. Software Licensing Services. SunGard shall provide Software Licensing Services for the number of Operating System(s) and/or Application software package(s) as set forth in the Schedule. Software Licensing Services for Operating System(s) are only available in conjunction with servers contracting for Server Services through SunGard. Application software is only available for applications managed by SunGard through the Application Services, as defined herein and on servers located in the SunGard Designated Facility. Software Licensing Services include: (1) monthly subscription of applicable Operating System instance and/or application software; (ii) associated software maintenance and technical support; and (iii) installation and configuration of software package. Customer acknowledges that: (i) SunGard retains sole ownership and title to the software license; and (ii) upon termination of applicable Server and/or Application Services, Customer must de-install and immediately discontinue all use of the applicable software licenses provided under Software Licensing Services.

Confidential Treatment Requested

C. NETWORK SERVICES

1. Network services include those network services and Internet Access Services (as defined below) set forth in the Schedule and as described below (“Network Services”). Network Services are only available to a customer who has subscribed to other Service(s) under this Exhibit. The Network Services set forth in the Schedule shall be made available to Customer on an exclusive, 24-hour, 7-day per week basis (excluding downtime attributable to previously scheduled routine and preventative maintenance). All circuits will be connected between the entry point on the SunGard network, as designated and coordinated by SunGard (“Point of Presence”), and the Designated SunGard Facility set forth in the Schedule. If selected on a Schedule, SunGard shall provide connectivity between the Customer location set forth in the Schedule to the Point of Presence.

2. Internet access services provide Customer with access to the Internet from the Designated SunGard Facility set forth in the Schedule (“Internet Access Services”). The Internet is not owned, operated or managed by, or in any way affiliated with, SunGard or any of SunGard’s affiliates. The Internet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks. SunGard cannot and does not guarantee that the Internet Access Services will provide Internet access that is sufficient to meet Customer’s needs. Customer agrees that its use of the Internet is solely at its own risk and is subject to all applicable local, state, national and international laws and regulations (“Applicable Laws”). Customer represents and warrants that it will comply with all Applicable Laws in its use of the Internet Access Services.

3. Customer hereby acknowledges receipt of SunGard’s Network Policies and agrees to comply with such Policies at all times while utilizing the Network Services. Customer acknowledges that SunGard may from time-to-time revise its Network Policies, which revisions will be communicated to Customer by posting on the Portal or via email notification. Customer also acknowledges that a breach of any of the Network Policies may result in the termination of the Network Services if any such breach is not cured within twenty-four (24) hours of SunGard’s written notice of such breach to Customer. SunGard shall have no liability to Customer for any restriction or termination of the Network Services pursuant to Customer’s violation of the Network Policies.

4. Network addresses assigned from a SunGard IP network block are non-portable. Network space allocated to Customer by SunGard must be returned to SunGard in the event Customer discontinues Internet Access Services as defined in this Exhibit for any reason, or upon expiration or cancellation of the Schedule.

5. Managed Internet Access Services. Managed Internet Access Services provide Customer with a dedicated IP connection of Committed Bandwidth Tier Level (as defined in the Schedule) as selected by Customer. Customer can contract to

burst above the selected Committed Bandwidth Tier Level up to the Burstable Limit set forth in the Schedule (“Incremental Burstable Limit”), subject to available bandwidth on SunGard’s network. Customer’s selected Committed Bandwidth Tier Level as well as the associated Incremental Burstable Usage Fees are specified in the Schedule. Customer’s monthly billing is based on the Committed Bandwidth Tier Level and the actual level of sustained burstable usage (“Burstable Usage”). An Incremental Burstable Usage Fee will be charged for each Mbp(s) exceeding the contracted Committed Bandwidth Tier Level. All Incremental Burstable Usage Fees are invoiced monthly in arrears. Customer’s Burstable Usage level is determined by traffic samples taken every five (5) minutes over the course of a month. The traffic samples are ranked from highest to lowest with the top Eve-percent (5%) discarded to account for temporary traffic bursts. The level at which 95% of the samples fall, will be the Customer’s Burstable Usage for that month and will determine the Customer’s total Incremental Burstable Usage Fees. Burstable Usage will be determined based upon Customer’s utilization data as maintained by SunGard_ In addition, Managed Internet Access Services include domain name administration services for up to ten (10) primary and/or secondary Customer domain(s).

6. Cross Connect Services. SunGard shall provide technical support to assist Customer with the provisioning and installation of third party telecommunication circuits procured by Customer or SunGard. Cross Connect Services include: (i) assistance with provisioning third party circuits procured by Customer or SunGard; and (ii) port connections from SunGard’s network distribution center to the Equipment situated in the Space.

7. Dedicated Transport Services. SunGard shall provision third party telecommunications circuit(s) for Customer as set forth in the Schedule. Dedicated Transport Services include: (i) provisioning and installation of dedicated SunGard or third party circuit(s); and (ii) port connections from SunGard’s network distribution center to the Equipment situated in the Space.

8. Managed Customer Premises Equipment (CPE) Services. SunGard shall provide Managed CPE Services for the network termination equipment located at both the Customer premises and at the Designated SunGard Facility defined in the Schedule. Managed CPE Services include: (1) provisioning and installation of the network termination equipment, as required; (ii) provisioning of the third party telecommunications circuit(s); (iii) 7x24x365 monitoring/management of the router and circuit(s); (iv) performing a physical inventory of the router(s) and circuit(s) termination equipment situated at the Customer premises (such information will, be maintained in SunGard’s customer service system); (v) the coordination, as necessary, of vendor maintenance with respect to the circuit termination equipment; (vi) Advanced Monitoring Services - Device (as defined herein); and (vii) Equipment Management Services (as defined herein).

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9. Managed Load Balancing Services. SunGard shall provide Managed Load Balancing Services for the number of load balancer devices within a single Designated SunGard Facility as set forth in the Schedule. Managed Load Balancing Services include: (i) Equipment Management Services (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) load balancer policy configuration upon Customer request; (iv) resolution of load balancer problems; and (v) Hardware Installation Services (as defined herein).

10. Geographic Load Balancing Services. SunGard shall provide Geographic Load Balancing Services for the number of load balancer devices situated across multiple Designated SunGard Facilities as set forth in the Schedule. Geographic Load Balancing Services include: (1) Equipment Management (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) load balancer policy configuration upon Customer request; (iv) resolution of load balance( problems; and (v) Hardware Installation Services as defined herein.

11. LAN Services. SunGard shall provide LAN Services for the number of LAN devices within a single Designated SunGard Facility as set forth in the Schedule. LAN Services include: (i) Equipment Management Services (as defined herein); (ii) Advanced Monitoring Services - Device (as defined herein); (iii) LAN device configuration upon Customer request; (iv) resolution of LAN device problems; and (v) Hardware Installation Services as defined herein.

D. STORAGE SERVICES

1. SAN Services. SunGard shall provide storage area network services (“SAN Services”) for the amount of storage in gigabytes (“GB”) or terabytes (“TB”) and in association with the specific servers (target servers) set forth in the Schedule. SAN Services include: (i) initial installation of connectivity between the storage device and target server(s) each located at the Designated SunGard Facility; (ii) initial allocation and configuration of storage units to target servers in accordance with the SunGard-supplied and Customer completed design requirements form; and (iii) problem resolution related to storage connectivity and storage device. If Customer has contracted for Server Services (as defined herein) for the target servers, then SAN Services shall also include: (i) the initial installation and configuration of path management software, if applicable; (ii) installation of storage management software and related device driver software on the target servers; (iii) application of maintenance changes; and (iv) problem resolution of path management software, storage management software and related device driver software. Alteration of the storage allocations, the number of connections, the number of target servers, or hardware and software replacements, will require a modification or upgrade to the affected Schedule prior to any of these additional services being rendered by SunGard. SAN Services do not include installation or support for volume management or volume replication software.

a. Shared SAN Services. If SAN Services are provided through the SunGard shared SAN, the Services include: (i) monitoring and maintenance of SAN performance and capacity utilization; (ii) SAN capacity upgrades; and (iii) maintenance services for the storage device. Shared SAN Services products are referenced in the Schedule as Shared Primary Disk RAID protected as set forth in the Schedule. In order for SunGard to provide Shared SAN Services, Customer must provide server(s) that each contain two (2) SunGard supported Host Bus Adapters, as specified in the Services Guide.

b. Dedicated SAN Services. If SAN Services are provided through dedicated and/or Customer-provided storage devices, the Services shall include Equipment Management Services (as defined herein) for the associated storage devices. Customer acknowledges that the specifications for the design of the SAN must include IP network connectivity to the hardware, software and network components of the SAN in order for SunGard to provide Equipment Management Services to Customer through SunGard’s management network. In order for SunGard to provide Dedicated SAN Services for Customer-provided storage devices, Customer must (i) provide SunGard with the appropriate system access and management console (hardware and software) to manage the storage devices; and (ii) contract with the original Equipment manufacturer for the installation and configuration of the storage devices.

Dedicated SAN Services are only available for SunGard supported storage and network devices, servers, and adapters, as specified in the Services Guide, are utilized in the solution. SAN Services do not include installation or support for volume management or volume replication software.

2. Data Back-up Services.

a. Standard Data Back-up Services. SunGard shall provide Standard Data Back-up Services for the amount of storage in association with the specific servers (at least one back-up agent is required for each target server) as set forth in the Schedule. Standard Data Back-up Services include: (i) initial connectivity between back-up network and target servers; (ii) installation of back-up agent software on target servers; (iii) configuration of daily back-up schedules in accordance with Customer design requirements form; (iv) execution of daily back-up schedules; (v) retention of file system data and/or daily database data as set forth in the Schedule; (vi) weekly off-site rotation of media; (vii) file restore from media upon Customer request; and (viii) modification(s) to the back-up schedule upon Customer request. This Service does not include the definition or the implementation of any back-up and/or restoration methodology to be utilized for the database(s).

b. Advanced Data Back-up Services. SunGard shall provide Advanced Data Back-up Services for the amount of storage and in association with the specific servers (at least one back-up agent is required for each target server) as set forth in the Schedule. Advanced Data Back-up Services include: (i) initial

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connectivity between back-up network and target servers; (ii) installation of back-up agent software on target servers; (iii) configuration of daily back-up schedules in accordance with Customer design requirements form; (iv) execution of daily back-up schedules; (v) retention of file system data and/or daily database data (one on-site and one off-site) as set forth in the Schedule; (vi) daily off-site rotation of media; (vii) file restore from media upon Customer request; and (viii) modifications to the back-up schedule upon Customer request. This Service does not include the definition or the implementation of any back-up and/or restoration methodology to be utilized for the database(s).

c. General Provisions Applicable to Data Back-up Services. SunGard will use commercially reasonable efforts to schedule back-ups within the Customer identified back-up window(s). SunGard cannot guarantee that back-up schedule(s) will be completed within Customer’s requested back-up window(s) as back-up times are dependent on the number of files and the quantity of data to transfer. If back-up schedules cannot be completed during Customer’s requested back-up window, a customized solution may be required. A customized solution will require a modification to the Schedule and a detailed statement of work identifying any additional hardware, software and service requirements. Customer must provide a minimum of two (2) dedicated network interfaces per target server for connectivity to the back-up and SunGard management networks. Customer agrees to provide SunGard with administrative access to all target servers requiting Data Back-up Services to facilitate issue and/or problem resolution.

The Schedule will define Customer’s committed storage amount in GB or tapes and the additional charge to be assessed for each GB or tape used by Customer in excess of the contracted committed storage GB capacity or tape quantity.

The off-site storage location will be in a locked-down environment limited to password and badge access.

d. Special Terms Applicable to Data Back-up Services for OS/400 Operating System. Customer agrees to provide SunGard with: (i) a dedicated tape drive or tape library capable of performing a daily or full back-up within Customer’s requested back-up window; and (ii) the software (which is supported by SunGard) to perform the back-up function. Customer agrees to maintain a valid maintenance contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time in order to be eligible for Data Back-up Services for OS/400 operating system(s). In the event that Customer elects to contract for maintenance services with a vendor other than the original equipment/software manufacturer, Customer is responsible for resolution of all issues arising as a result thereof and associated obligations.

3. Vaulting Services.

a. General, Provisions Applicable to Vaulting Services. Vaulting Services provide for access to centralized off-site

automated disk-to-disk back-up data protection and restoration capability at the Designated SunGard Facility specified in the Schedule (“Vaulting Services”). Physical access to servers in the Designated SunGard Facility where the Vaulting Services are provided shall be in a secure environment requiring badge access and shall be limited to SunGard employees and contractors, SunGard shall provide Customer with Vaulting Services for the amount of committed storage set forth in the Schedule in GB or TB. Customer is responsible for (i) securing and maintaining telecommunication services or contracting with SunGard for Network Services to facilitate the connectivity between the source location and the Designated SunGard Facility; (ii) any communication costs associated with the connection between source and the Designated SunGard Facility; and (iii) payment of any excess usage charges for prior month(s). Customer acknowledges that there will be an additional charge assessed for the Vaulting Services for each GB or TB used by Customer in excess of the storage capacity specified in the Schedule based on the excess usage fee charge set forth in the Schedule. Additional installation fees and any other ancillary service fees are billed on a one time basis and are due in accordance with the terms of the Master Agreement.

To facilitate the transfer or restoration of large amounts of Customer’s data transmitted to the Designated SunGard Facility rather than using a network based connection, a removable disk-based storage device option can be requested from SunGard. Customer’s data will be copied onto the removable storage device and the device will be shipped to the Customer specified address. Daily rental fees will be charged by SunGard for Customer’s use of the device. The removable disk-based device can also be purchased from SunGard. Customer is responsible for all costs related to the shipping of the storage device(s) and risk of loss of the storage device(s) passes to Customer upon shipment from the SunGard location. If Customer elects this option for data retrieval, Customer must identify the size of the storage device and the appropriate interface type, either Universal Serial Bus (USB) or Firewire.

Unless otherwise set forth in the Schedule, Customer is responsible for: (i) the execution of regular back-ups using the Customer selected and SunGard supported vaulting software and to report any errors in executing such back-ups promptly via the portal; and (ii) completing a successful back-up. If Customer cannot demonstrate that a successful back-up was completed, SunGard will, as an accommodation to Customer, use reasonable efforts to assist Customer in restoration activities, if requested.

b. Restoration Support Option. If contracted for by Customer on the Schedule, SunGard shall provide Vaulting Services - Restoration Support Option as an additional service to the Vaulting Services (defined herein) for the number of servers or partitions set forth in the Schedule. Vaulting Services - Restoration Support Option includes: (i) installation of vaulting software on target servers; (ii) configuration of daily back-up and retention schedules in accordance with Customer design requirements form; (iii) execution of daily back-up schedules; (iv) file restore upon Customer request. If Customer subscribes

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to Application Services (as defined herein), SunGard will also define and implement Application back-up and restore methodology as part of the Application Services. If Customer does not contract with SunGard for Application .Services (as defined herein) then Customer is responsible for the back-up and restoration methodology to be utilized for application(s). In order to be eligible for Vaulting Services - Restoration Support Option, Customer must contract for Vaulting Services (defined herein), Server Services (defined herein) and Restoration Services for Managed IT Services (as defined in the Exhibit for Restoration Services), where SunGard is responsible for the restoration of the servers based on the contracted-for Services.

c. SunGard-Provided Third Party Software. Customer acknowledges that SunGard’s delivery of the Vaulting Service involves a SunGard-contracted third party vendor, and with respect to the limitation of liability and Customer indemnification obligations contained in the Master Agreement, SunGard’s third party vendor shall be deemed “SunGard”. As part of delivering the Vaulting Services, Customer shall install and/or configure SunGard-provided third party vendor software (“Third Party Software”) on Customer’s Equipment subject to the terms and conditions contained in the Third Party Software vendor’s license agreement (“Click-wrap Terms”). Customer shall be directly liable to the Third Party Software vendor for breach of any of the terms or conditions of the Click-wrap Terms. SunGard may perform such installation or configuration on behalf of Customer, and in such event, (a) Customer shall be deemed for all purposes to have taken such actions and agreed to the Click-wrap Terms, and (b) Customer shall be directly liable to the Third Party Software vendor for any breach of Click-wrap Terms. All rights not specifically granted to Customer herein are expressly reserved for the Third Party Software vendor. The Third Party Software and all intellectual property rights therein are the exclusive property of SunGard’s third party vendor.

Upon termination or expiration of the Vaulting Services for any reason, all license rights in Third Party Software, as defined herein, will immediately terminate and Customer must: (i) discontinue all use of the Third Party Software; (ii) erase all copies of the Third Party Software from Customer’s Equipment; and (iii) return any Third Party Software media, manuals or access keys to SunGard within 30 days or certify in writing to SunGard that it has fully complied with these requirements.

E. REPLICATION SERVICES

1. Server Replication Services. SunGard shall provide Server Replication Services for the number of server(s) set forth in the Schedule. Server Replication Services include: (i) the initial installation and set-up of replication software on the target and source server(s); (ii) monitoring and problem resolution with regard to the replication between source and target server(s); (iii) Hardware Installation Services (as defined herein) for the source and/or target server(s) situated in the Designated SunGard Facility; (iv) monitoring of failover readiness; (v) management of the Server Replication Services Failover Process (as defined below); (vi) implementation of software

changes and patches on the source and target server(s) when available from the replication agent vendor(s); (vii) reasonable telephone access during SunGard’s standard business hours and escalation to the vendor when appropriate; (viii) reasonable telephone support during SunGard’s standard business hours for software failures detected by Customer on the source and/or target server(s) at Customer’s Facility; (ix) monitoring of all established software sessions between source and target server(s); and (x) notification to Customer when error conditions occur or pre-established limits are exceeded. SunGard will notify the Customer of any error conditions in accordance with the agreed upon procedures. All error conditions will be logged and tracked by SunGard. In order for SunGard to provide Server Replication Services, Customer must: (i) provide SunGard with Internet and/or IP access to source and/o target server(s) situated at Customer’s facility(ies); and (ii) provide SunGard with ROOT or ADMIN security access to source and target server(s). In order to facilitate the replication, Customer must contract with SunGard for or provide IP network connectivity between the source and target server(s). In addition, if Customer requires installation of the replication software on servers in a test environment prior to the implementation of the Services to Customer’s primary source and target servers(s), there will be an additional one-time fee as set forth in the Schedule, and a statement of work will be attached to the Schedule which will detail the specific deliverables.

2. Server Replication Services Failover Process. During initial installation and set-up, a management agent will be installed on the source and target servers that are replicating data. These agents monitor the status of the servers by tracking network requests an responses exchanged between sets of servers. When a server misses a user-defined number of requests, the management agent assume the server has failed, and initiates a request to failover. A failover event will not be initiated until approved by an authorized Customer representative. During a failover event, the target server may assume the IP address, DNS identity, or both of the failed source server. Applications are initiated and processing resumes on the target serve based upon scripts developed during initial setup. Once the failed source server has been restored operationally, replication will then be initiated between the target and source server. After the data on the source server has been resynchronized with the target server, return failover can be initiated between the target and source servers, and normal operations resumed. Customer may test failover functionality once per calendar quarter on a non-cumulative basis. Each failover test can utilize Customer’s full configuration or a subset thereof.

F. SECURITY SERVICES.

1. Managed Firewall & VPN Services. SunGard shall provide Managed Firewall Services for the number of firewalls set forth in the Schedule and five (5) Virtual Private Network (VPN) tunnels for each firewall, Managed Firewall & VPN Services include: (i) Equipment Management Services (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) firewall configuration based on Customer’s written

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specifications; (iv) resolution of firewall problems; (v) Hardware Installation Services (as defined herein); (vi) LAN Services (as defined herein) for a SunGard-provided production switch; and (vii) firewall log reports available to Customer at the Portal and are retained for 90 days. If Customer subscribes to dual firewalls per device (Le. router, server etc.), SunGard shall provide dual firewall devices configured to provide redundancy should one of the firewalls fail to operate.

2. Managed Intrusion Protection Services.

a. Managed Intrusion Detection Services (IDS). SunGard shall provide IDS as set forth in the Schedule as Network IDS and/or Host IDS. For Network IDS, the Services are provided for the number of IDS appliances and network segments as set forth in the Schedule. If multiple network segments are to be monitored, the network architecture must support VLAN tagging or one Ethernet interface per network segment being monitored. For Host IDS, the Services are provided for the number of servers as set forth in the Schedule. IDS includes: (i) Hardware Installation Services (as defined herein); (ii) installation and configuration of IDS software; (iii) configuration of IDS rules; (iv) resolution of IDS configuration problems; (v) signature file, appliance and management; (vi) 24x7x365 intrusion monitoring and notification to Customer of detected alerts based upon manufacturer or Customer approved settings; and (vii) intrusion reports available to Customer at the Portal and retained for 90 days.

b. Managed Intrusion Prevention Services (IPS). SunGard shall provide IPS as Network IPS and/or Host IPS for the number of appliances or servers set forth in the Schedule. IPS includes: (i) Hardware Installation Services (as defined herein; (ii) installation and configuration of IPS software; (iii) network traffic monitoring 24x7x365; (iv) detection of attempted intrusions and server misuse consisting of traffic abnormalities and/or pre-defined known attack signatures; (v) a monthly report of IPS incidents; and (vi) configuration of IPS rules. For in-line IPS solutions where the network traffic passes directly through the appliance, the appliance will be configured to monitor and automatically filter attacks based on a predefined list of threats and vulnerabilities. Customer understands and acknowledges that the device(s) utilized to provide the IPS make decisions to drop packets based upon Customer’s selected criteria and that a packet may generate a “false positive” and be dropped, possibly disrupting valid network activity.

3. Managed Vulnerability Protection Services. SunGard shall provide Managed Vulnerability Protection Services for the number of IP addresses set forth in the Schedule. Managed Vulnerability Protection Services are delivered over the Internet to scrutinize Customer’s Internet facing devices for security vulnerabilities. Managed Vulnerability Protection Services: (i) identify visible perimeter and/or network devices and map underlying Customer network devices that are accessible from the Internet and provide information about each device; (ii) characterize devices as access gateways, routers, or other

types of equipment, by machine type and operating system; (iii) provide information, such as machine names, and where possible, identifying information about private networks and intranets; and (iv) identify common TCP/IP services, such as HTTP servers, SMTP servers, and telnet or SSH servers. Scans can be conducted either monthly or quarterly (as set forth in the Schedule) on a date that is mutually agreed to between the parties. Customer will be provided with a report which includes a summary of the security of the network devices, including summary information about the scan, general network information, specific host information, a list of detected vulnerabilities and an executive overview that provides a global view of the security level of all networks and IP addresses.

4. Identity & Access Management Services. SunGard shall provide Identity & Access Management Services as set forth in the Schedule.

a. Managed Digital Certificate Services shall include digital certificates assigned and managed by SunGard for Customer authentication.

b. Managed Access Services shall include adds, changes, and deletions of Customer user identification and passwords, and may include two-factor authentication.

c. Managed Client VPN Services shall include clientless, remote access to Customer systems, networks, and/or applications, and may include two-factor authentication.

d. Malicious Traffic Management Services shall provide anti-virus, malicious code scanning and content filtering for web, email, and ftp traffic:

e. Managed Content Filtering Services shall provide content and malicious site filtering.

f. Managed Two-Factor Authentication Services shall include token authentication for access control.

Managed Firewall & VPN Services, Managed Intrusion Protection Services, Managed Vulnerability Protection Services and Identity & Access Management Services may be provided, in whole or in part, by a SunGard designated third party contractor. For certain third party-provided Services, reports may be provided through the third party in lieu of through the Portal and such reports may be retained for periods other than 90 days.

G. MONITORING SERVICES

Monitoring Services include: (i) the implementation by SunGard of monitoring rules provided by Customer for the requested device(s), database(s), operating system(s) or website(s); (ii) 24x 7x365 monitoring of alerts generated by the monitoring system; and (iii) notification to Customer of monitoring alerts that may include a service impacting event (as defined in the Services

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Guide). Monitoring Services are provided within a measurement period (“Polling Period”) whereby the monitoring system detects resource availability and resource utilization. There may be occasions when monitored resources reset completely within the Polling Period and therefore may not be monitored during such reset period. In the event there is more than one instance or partition of an operating system or application running on a monitored device or server, then the SunGard monitoring “unit” is per instance instead of per device or server.

1. Standard Monitoring Services. SunGard shall provide Standard Monitoring Services for the number of devices and servers set forth in the Schedule. Standard Monitoring Services include the detection of the failure of a device(s) and/or server(s) to respond. The frequency of the polling of devices and/or server(s) will be every five (5) minutes. Standard Monitoring Services also include a TCP/UDP port monitor, as applicable, to verify that a connection can be made to the network port.

2. Advanced Monitoring Services - Database. SunGard shall provide Advanced Monitoring Services - Database for the number of servers and the number of databases set forth in the Schedule. Advanced Monitoring Services - Database include: (i) the provision and installation of a monitoring agent; and (ii) the monitoring of table-space utilization, related logs and file systems. The frequency of polling will be every five (5) minutes.

3. Advanced Monitoring Services - Operating System. SunGard shall provide Advanced Monitoring Services - Operating System for the number of servers and the number of operating system partitions set forth in the Schedule. Advanced Monitoring Services - Operating System include: (1) the provision and installation of a monitoring agent; (ii) the monitoring of CPU, memory, and system disk utilization; and (iii) the monitoring of IP port availability. The frequency of polling will be every five (5) minutes.

4. Advanced Monitoring Services - Web. SunGard shall provide Advanced Monitoring Services - Web for the number of instances of Customer’s software set forth on every server (“Customer Instances”). Advanced Monitoring Services - Web include: (i) provisioning and installation of a monitoring agent (ii) monitoring of Customer specified web server specific services or processes (i.e. DLLhost, InetInfo, and www service); (iii) system level web server logs; (iv) web server performance metrics, such as users and connections; and (v) the detection of HTTP error codes as described in the Services Guide and URL failure to respond to an HTTP GET request within a specified threshold. The frequency of the polling of URLs will be every five (5) minutes.

5. Advanced Monitoring Services - Device. SunGard shall provide Advanced Monitoring Services - Device for the number of devices set forth in the Schedule. Advanced Monitoring Services -Device include: (i) the monitoring of device CPU, memory, physical hardware and environmental components (i.e. temperature, voltage, power supply failure, fan failure); and (ii) Wide Area Network interface utilization, as applicable. The frequency of the polling will be every five (5) minutes.

6. Advanced Monitoring Services - Exchange. SunGard shall provide Advanced Monitoring Services - Exchange for the number of servers set forth in the Schedule. Advanced Monitoring Services - Exchange include: (i) the provision and installation of a monitoring agent; and (ii) the monitoring of Exchange availability, critical errors, mail store utilization, and related logs. The frequency of polling will be every five (5) minutes.

7. Web Transaction Monitoring Services. SunGard shall provide Web Transaction Monitoring Services for every Customer instance Web Transaction Monitoring Services include: (i) the development of a specific URL sequence as a synthetic user; and (ii) the detection of transaction failures as developed. Transactions may include up to five (5) discrete steps. The polling frequency of the actual transaction(s) will be determined during transaction development Customer agrees to provide a technical contact to assist SunGard in the development of each transaction.

H. PROBLEM RESOLUTION

1. Detection, Notification and Diagnosis. As further described in the Service Guide, within fifteen (15) minutes of SunGard’s first determination that there has been a Service impacting event, SunGard will notify Customer of the problem (unless SunGard was first notified by Customer). If the service impacting event is associated with a device(s) for which Customer has contracted with SunGard for Equipment Management Services, then SunGard shall immediately engage then-available technical support to assist in problem diagnosis. If the appropriate technical support resource has not been assigned to problem analysis within fifteen (15) minutes of problem determination, escalation to the next level of Technical Services Management (as defined in the Services Guide) occurs, culminating with escalation of the problem to the Vice President of Operations at the Designated SunGard Facility in accordance with SunGard’s standard operational procedures.

2. Resolution of Service Impacting Event. As necessary, following the detection and notification to Customer of a Service impacting event associated with a device for which Customer has contracted with SunGard for Equipment Management Services, if the problem has resulted in a Service outage, SunGard will continue to escalate the problem internally until the Service is restored. If the Service is not restored within thirty (30) minutes of determination, escalation to the Technical Services Manager and Customer Service occurs. If the Service is not then restored within sixty (60) minutes, escalation to the Technical Services Director occurs. If the Service is not then restored within ninety (90) minutes, escalation to Vice President of Operations occurs. SunGard shall provide continuous support to Customer in accordance with the terms of the Master Agreement for problem resolution until the Service has been restored. As necessary, SunGard shall coordinate with the applicable maintenance vendor to facilitate resolution of the issue.

Confidential Treatment Requested

I. EXPIRATION/CANCELLATION OF SCHEDULE AND TRANSITION SERVICES

1. Upon expiration/cancellation of a Schedule to this Exhibit for any reason other than due to an uncured material breach by Customer, and provided Customer is not in default of its payment obligations under the applicable Schedule, SunGard shall provide Customer with reasonable transition services and information and documentation that reasonably may be needed by Customer in connection with the orderly and expeditious transition of the Services (“Transition Services”). The Transition Services shall be provided for a period of up to one hundred twenty (120) days, provided Customer continues to make timely payments of the Monthly Fees attributable to all Schedules to the Master Agreement

2. Upon the expiration/cancellation of a Schedule to this Exhibit for any reason SunGard shall delete all Customer data residing on SunGard-provided Equipment

J. SERVICE LEVEL COMMITMENTS

The following subsections define the criteria for the Services and the compensation in the form of credit(s) for which Customer is eligible in the event that the defined criteria was not met for the Service.

1. Internet Access Availability.

• Guarantee - During any [***], the Internet protocol network utilized to access the Internet from the Designated SunGard Facility will have availability of [***] for Customer to transmit to, and receive information from, the Internet.

• Definition - “Internet availability” is defined as the ability to route a data packet from Customer’s environment located within a Cabinet or Suite in the Space, to the egress point to the public Internet.

• Measurement - SunGard will measure availability of the SunGard Internet protocol network by computing the total number of successful performance measurements between agents as a percentage of the total number of attempts between agents. “Agents” are defined as passive devices that are located in every SunGard hosting facility. Network error conditions are considered “failed attempts”. Measurements will be posted to the Portal.

• Remedy - If SunGard fails to provide Internet access in accordance with the Guarantee, then Customer is entitled to a credit equal to a percentage of the Monthly Fee applicable for such month as set forth on

the applicable Schedule, such percentage to be based on the percentage of time during such month that Internet availability did not meet the required percentage set forth above according to the following chart:

Internet Availability Percentage	Service Credit (% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Additionally, if Internet Availability percentage is [***] for [***] or for any [***] during any [***] period, then [***]. In the event that, the greater of [***] Customer Schedules or ii) [***] of Customer’s Schedules, Internet Availability percentage is [***] for [***] or for any [***] during any [***] period, then [***]. In each case, [***] following the determination that the [***] was not met.

2. Latency.

• Guarantee - The average round trip latency between any two agents within SunGard’s Internet protocol network will not exceed [***] in [***] during any [***].

• Definition - Latency is defined as the round trip time it takes for a data packet to travel between two agents within SunGard’s Internet protocol network. “Agents” are defined as passive devices that are located in every SunGard hosting facility. Each Agent is placed on that hosting facility’s network infrastructure to take measurements across the SunGard Internet protocol network.

• Measurement - SunGard will measure latency by averaging sample measurements taken during the prior calendar month between agents on SunGard’s Internet protocol network. SunGard records the packet measurement based on the time in milliseconds that it takes 10 send a data packet and to receive the acknowledgement of that data packet. Measurements will be posted to the Portal.

• Remedy - If SunGard’s average [***] latency is [***], then Customer is entitled to [***] for the applicable Schedule for the [***] in which SunGard failed to meet the average trip Latency Guarantee. Additionally, if average latency is [***] for [***] or for [***] during any [***] period, then [***]. In the event that, the [***] or ii) [***] of Customer’s Schedules, average latency is greater than [***] for [***] or for any [***] during any [***] period, then

Confidential Treatment Requested

Customer may also [***]. In each case, [***] following the determination that the [***] threshold was not met.

3. Packet Delivery.

• Guarantee - A [***] of [***] for packet delivery through SunGard’s Internet protocol network.

• Definition - “Unsuccessful delivery” is defined as packets dropped due to transmission errors or router overload before exiting the SunGard Internet protocol network.

• Measurement - SunGard shall measure packet loss by the number of re-transmitted data packet requests. All data packet retransmits are assumed to be due to a lost packet. Daily measurements will be summed and then divided by thirty (30) to calculate a monthly average. Measurements will be posted to the Portal.

• Remedy - If SunGard’s average successful monthly packet delivery is [***], then Customer is entitled to [***] as set forth on the applicable Schedule, such [***] to be based on the [***] according to the following chart:

Success Rate Percentage	Service Credit (% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

4. Power.

• Guarantee - [***] in the Designated SunGard Facility.

• Definition - Provision of uninterrupted power to the Designated SunGard Facility infrastructure and to the Equipment located within the Designated SunGard Facility based upon the capacity specified in the Schedule. Only Customers who contract for a 13-Side Circuit and have Customer-provided Equipment that supports multiple redundant power feeds or who have integrated a static switch to provide redundancy to a single fed piece of Customer-provided Equipment qualify for the Guarantee. The Service Level Commitment is not available to Customers who have contracted for only A-Side Power Circuit(s) (without a B-Side Circuit(s)) or if Customer’s total utilization of an A & B Side pair exceeds 80% of the capacity of one of the circuits in the pair.

• Measurement - Power availability is measured as the unscheduled time that the SunGard-provided dual power feeds were simultaneously unavailable.

• Remedy - If power is unavailable as a result of SunGard’s actions or inactions, such that Customer’s Services are interrupted, then Customer is entitled to a credit equal to a percentage of the Monthly Fee applicable for such month as set forth on the applicable Schedule, such percentage to be based on actual power availability according to the following chart:

Power Availability Service Credit
Percentage	(% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Additionally, if power availability percentage is [***] for [***] or for any [***] during any [***] period, then Customer may also [***]. In the event that, the [***] or ii) [***], power availability percentage is [***] for [***] or for any [***] during any [***] period, then Customer may also [***]. In each case, Customer’s [***] following the determination that the [***].

5. System Availability.

• Guarantee - The [***] for which Customer has contracted with SunGard for [***] or [***] shall be operational and available to Customer [***] of the time during the Agreed Term of the Schedule (“System Availability”), if the server(s) are configured with [***]. As used herein, [***] is defined to mean the [***] and does not include the [***]. Additionally, in the event Customer [***], SunGard and Customer shall work together to [***].

• Measurement - System Availability will be measured utilizing internal monitoring software to measure the availability of Customer’s System. The System shall be deemed available if the System is responsive to standard ICMP or SNMP requests.

• Remedy - If SunGard fails to provide System Availability in accordance with the Guarantee, then Customer is entitled to a credit equal to a percentage of the Monthly Fee applicable for such month as set forth on the applicable Schedule, such percentage to be based on the percentage of time during such month that System Availability did not meet the required percentage set forth above according to the following chart:

Internet Availability Service Credit
Percentage	(% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Confidential Treatment Requested

Additionally, if System Availability percentage is [***] for [***] or for any [***], then Customer may also [***]. In the event that, the [***] or ii) [***], if System Availability percentage is [***] for [***] or for any [***] during any [***], then Customer may also [***]. In each case, [***] following the determination that the [***].

6. Network Hardware Availability.

• Guarantee - [***] which are provided by SunGard to facilitate [***], or [***] which are configured in [***], shall be operational and available to Customer [***] of the time during the Agreed Term of the Schedule. Notwithstanding the foregoing, for all [***] provided by SunGard in which the [***] is configured in [***], SunGard commits that [***] during the Agreed Term of the Schedule.

• Measurement - SunGard shall monitor the network hardware and the network devices shall be polled every five (5) minutes via a standard ICMP or SNMP poll.

• Remedy - If SunGard fails to provide Network Hardware Availability in accordance with the Guarantee, then Customer is entitled to a credit equal to a percentage of the Monthly Fee applicable for such month as set forth on the applicable Schedule, such percentage to be based on the percentage of time during such month that Network Hardware did not meet the required percentage set forth above according to the following chart:

Internet Availability Percentage (Redundant)	Service Credit (% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
Internet Availability Percentage (Non- Redundant)	Service Credit (% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Additionally, solely with respect to [***], if [***] is less than [***] for [***] or for [***] during any [***], then Customer may also [***]. In the event that, the [***] or ii) [***] or for any [***] during any [***] period, then Customer may also [***]. In each case, [***].

7. Managed Oracle EBS Services and Managed SAP Services Application Availability.

• Guarantee - During any [***], the Oracle EBS or SAP Application covered by the Managed Oracle EBS or SAP Services running on Customer’s Production Servers, as defined below, will be available to Customer for use [***] (“Application Availability”).

• Definition - “Production Server(s)” are defined as those servers located in the Space in the Designated SunGard Facility under contract for Managed Oracle EBS or SAP Services that are used by Customer in Customer’s enterprise IT environment. Production Servers do not include servers where application test, quality assurance or development operations are performed.

• Measurement - SunGard will measure availability of the SunGard managed SAP or Oracle EBS Application by the application’s ability to process user transactions and associated programmatic processes.

• Remedy - If SunGard fails to provide Application Availability in accordance with the Guarantee, then Customer is entitled to a credit equal to a percentage of the Monthly Fee applicable for such month as set forth on the applicable Schedule, such percentage to be based on the percentage of time during such month that Application availability did not meet the required percentage set forth above according to the following chart:

Internet Availability Percentage	Service Credit (% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Additionally, if Application Availability percentage is [***] for [***] or for any [***] during any [***], then Customer may also [***]. In the event that, the greater of [***] or ii) [***] or for any [***] during any [***] period, then Customer may also [***]. In each case, [***].

8. Full Infrastructure Management Availability.

• Guarantee - [***], managed by SunGard in [***] shall be operational and available for use by Customer [***] of the time during the Agreed Term of the Schedule (“Infrastructure Availability”).

Confidential Treatment Requested

• Measurement - SunGard shall monitor all Equipment and polling shall occur every five (5) minutes via a standard ICMP or SNMP poll.

• Remedy - If SunGard fails to provide Infrastructure Availability in accordance with the Guarantee, then Customer is entitled to a credit equal to a percentage of the Monthly Fee applicable for such month as set forth on the applicable Schedule, such percentage to be based on the percentage of time during such month that infrastructure availability did not meet the required percentage set forth above according to the following chart:

Internet Availability Percentage	Service Credit (% of Monthly Fee)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Additionally, if Infrastructure Availability percentage is [***] for [***] or for any [***] during any [***] period, then Customer may also [***]. In the event that, the greater of [***] or ii) [***] for [***] or for any [***], then Customer may also [***]. In each case, [***].

9. Notification.

• Guarantee - As further described in the Services Guide, SunGard shall notify Customer, in the manner as set forth herein and in SunGard’s Services Guide within fifteen (15) minutes after SunGard has determined that Customer’s Equipment/Services are unavailable.

• Remedy - SunGard shall [***] for the applicable Schedule for each [***]. In the event that Customer notifies SunGard regarding unavailability of Equipment/Services, [***].

10. Security Services Log Retention.

• Guarantee - [***] shall [***], in the manner as set forth herein and in SunGard’s Services Guide, for [***] after the date of their creation, and will make those [***] files available to Customer upon Customer’s request.

• Remedy - SunGard shall [***] for the applicable Service for [***] during the contract term in which SunGard fails to meet the [***].

11. Security Alert.

• Guarantee - As further described in [***], SunGard shall [***].

• Remedy - SunGard shall [***] Customer [***] for the applicable Service for [***] in which SunGard fails to meet the Security Alert Guarantee.

12. Remedies General.

If SunGard fails to meet a defined Service Level during the Agreed Term of the Schedule, [***], Customer shall be entitled to receive [***]. In no event shall [***] associated with any given event exceed [***] for the affected Schedule(s). The root Service that fails will be the [***]. Failure to meet [***] shall entitle Customer [***]. In no event will the [***] exceed Customer’s [***] for the applicable Schedule.

SunGard shall not be responsible for the failure to meet a Service Level to the extent that the failure is caused by: (a) [***]; (b) [***]; (c) [***]; or (d) [***]. Further, any [***] shall not be included in calculating any Guarantee has been met. In addition, the Guarantees do not include any downtime as a result of (a) [***]; (b) [***]; (c) [***]; (d) [***]; or (e) [***].

13. Software Failure. Customer acknowledges that SunGard is not the developer of any of the Software product(s) used to provide the Services hereunder. In the event of a Software Failure, if in the reasonable discretion of SunGard and Customer, such Software Failure cannot be cured and it at the time of such failure no other functionally equivalent Software compatible with the Equipment is commercially available, Customer shall have the right to immediately terminate the applicable Schedule without penalty to either party. SunGard shall not be liable to Customer or any third party for any damages with respect to such termination.

14. Use of Subcontractors. As of the Effective Date of the Master Agreement, SunGard represents that the following Managed Services do not involve any direct SunGard third party contractors:

a. OS Management

b. RedHat enterprise Linux ES Software Licensing

c. Windows Standard Edition Server Processor Software Licensing

d. Managed internet access

e. Managed switches

f. Managed load balancers

g. Managed firewalls

h. Managed intrusion detection

Notwithstanding the foregoing representation, Customer acknowledges that such Services involve third party hardware and software. The above representation is valid solely as of the Effective Date of the Master Agreement and, in the event that Customer elects to enter Schedules for Managed Services subsequent to the Master Agreement Effective Date, Customer may request and SunGard shall provide updated representations each as required under Section 4(h) of the Master Agreement.

All trademarks and registered trademarks are the property of their respective owners.

MIT0108

Confidential Treatment Requested

EXHIBIT A TO THE

MASTER AGREEMENT FOR U.S. AVAILABILITY SERVICES

DATED January 1, 2009

Page 1 of 3

Protected Health Information. Customer may be subject to, and is considered a “Covered Entity” under, the provisions of the privacy regulations, 45 CFR Part 160 and Part 164, Subparts A and E (the “Privacy Regulations”) and the security regulations, 45 CFR Part 160, Part 162 and Part 164, (the “Security Regulations”) under the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1171, et seq. (“HIPAA”). From time to time, in the course of providing services to Customer under the Master Agreement, SunGard may receive from Customer or its customers certain information relating to an individual’s physical or mental health that may constitute “protected health information” as defined in the Privacy Regulations. Such protected health information received by SunGard from Customer, its customers or on Customer’s or its customers’ behalf (“PHI”) shall be subject to the following:

1. Restriction on Use and Disclosure of PHI; Access to PHI.

a. SunGard agrees to not use or disclose PHI other than as permitted or required by this Master Agreement or as “Required By Law” (as defined in the Privacy Regulations).

b. SunGard agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Master Agreement.

c. SunGard agrees to mitigate, to the extent practicable, any harmful effect that is known to SunGard of a use or disclosure of PHI by SunGard in violation of the requirements of this Master Agreement.

d. SunGard agrees to report to Customer within five (5) business days any use or disclosure of PHI not provided for by this Master Agreement of which SunGard becomes aware. SunGard shall also notify Customer in writing within five (5) business days of receipt of any third party complaint that SunGard receives concerning the handling of PHI under this Exhibit A.

e. SunGard agrees to ensure that any agent, including a subcontractor, to whom it provides PHI agrees to the same restrictions and conditions that apply through this Exhibit A to SunGard with respect to such information.

f. SunGard agrees to provide access, within 30 days after written notice is received from Customer, to PHI in a “Designated Record Set” (as defined in the Privacy Regulations), to Customer or, as directed by Customer, to an “Individual” (as defined in the Privacy Regulations) in order to meet the requirements under 45 CFR § 164.524. Notwithstanding the 30 day period described in the preceding sentence and only with respect to Customer’s customers United HealthCare Services, Inc. Kaiser Foundation Hospitals, the notice period shall be 15 days.

g. SunGard agrees to make any amendment(s) to PHI in a Designated Record Set that the Customer directs or agrees to pursuant to 45 CFR § 164.526 within 30 days after written notice is received from Customer, Notwithstanding the 30 day period described in the preceding sentence and only with respect to Customer’s customers United HealthCare Services, Inc. Kaiser Foundation Hospitals, the notice period shall be 15 days.

h. SunGard agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services or his designee, within 30 days after written notice is received from Customer or at a time reasonably designated by the Secretary, for purposes of the Secretary determining Customer’s compliance with the Privacy Regulations; provided that such access shall only be provided to the extent it would not interfere with another Customer’s use of the Recovery Services during a test or disaster of such other Customer. Notwithstanding the 30 day period described in the preceding sentence and only with respect to Customer’s customers United HealthCare Services, Inc. Kaiser Foundation Hospitals, the notice period shall be 15 days.

i. SunGard agrees to document such disclosures of PHI and information related to such disclosures as would be required for Customer to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

j. SunGard agrees to provide to Customer or an Individual, within 30 days after written notice is received from Customer or an Individual, information collected in accordance with Section 3(e)(i)(i) above, to permit Customer to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

THE TERMS OF THIS EXHIBIT ARE CONFIDENTIAL

Confidential Treatment Requested

2. Permitted Use and Disclosure of PHI.

a. Except as otherwise limited in this Master Agreement, SunGard may use PHI for the proper management and administration of SunGard or to carry out the legal responsibilities of SunGard.

b. Except as otherwise limited in this Master Agreement, SunGard may disclose PHI for the proper management and administration of SunGard, provided that disclosures are Required By Law, or SunGard obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies SunGard of any instances of which it is aware in which the confidentiality of the information has been breached.

3. Obligations of Customer.

a. Customer shall notify SunGard of any limitation(s) in its notice of privacy practices of Customer in accordance with 45 CFR § 164.520, to the extent that such limitation may affect SunGard’s use or disclosure of PHI.

b. Customer shall notify SunGard of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect SunGard’s use or disclosure of PHI.

c. Customer shall notify SunGard of any restriction to the use or disclosure of PHI that Customer has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect SunGard’s use or disclosure of PHI.

d. Customer shall not request SunGard to use or disclose PHI in any manner that would not be permissible under the Privacy Regulations if done by Customer.

e. At the conclusion of any Disaster, extended use, Test, or other use of the Recovery Services, Customer shall remove, erase or destroy all PHI it maintained in any form, recorded on any medium, or stored in any storage system as part of its use of the Recovery Services.

4. The terms of this Exhibit A shall survive termination of the Master Agreement and shall terminate when all PHI is destroyed or returned to Customer, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions below.

5. Except as provided below, upon termination of this Master Agreement, for any reason, SunGard shall return or destroy all PHI still in its possession. This provision shall apply to PHI that is in the possession of subcontractors or agents of SunGard. SunGard shall retain no copies of PHI.

6. In the event that SunGard determines that returning or destroying PHI is infeasible, SunGard shall provide to Customer notification of the conditions that make return or destruction infeasible. SunGard shall extend the protections of this Master Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as SunGard maintains such PHI.

7. On and after the effective date of March 19, 2005, and to the extent required by, 45 CFR 164.314(a)(2), SunGard agrees to:

a. implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of Customer,

b. ensure that any agent, including a subcontractor, to whom it provides such PHI agrees to implement reasonable and appropriate safeguards to protect it; and

c. report to Customer any security incident of which it becomes aware.

8. Upon Customers knowledge of a material breach by SunGard of this Exhibit A, Customer shall either:

a. provide a 30 day opportunity for SunGard to cure the breach or end the violation and terminate this Agreement if SunGard does not cure the breach or end the violation within the 30 day cure period;

THE TERMS OF THIS EXHIBIT ARE CONFIDENTIAL

Confidential Treatment Requested

b. immediately terminate this Agreement if SunGard has breached a material term of this Section 3(e) and cure is not possible; or

c. if neither termination nor cure are feasible, Customer shall report the violation to the Secretary of the Department of Health and Human Services.

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Addendum and ratify the terms of the Master Agreement.

SUNGARD AVAILABILITY SERVICES LP		CUSTOMER: JIVE SOFTWARE, INC.
By:	/s/ P. Cerraras	By:	/s/ Robert F. Brown

Print Name:	P. Cerarras	Print Name:	Robert F. Brown
Print Title:	SVP Sales	Print Title:	VP Client Services
Date Signed:	December 18, 2008	Date Signed:	December 16, 2008

THE TERMS OF THIS EXHIBIT ARE CONFIDENTIAL

EX-10.12

Exhibit 10.12

OFFICE

LEASE AGREEMENT

Between

HARSCH INVESTMENT PROPERTIES, LLC

“Landlord”

And

JIVE SOFTWARE, INC.

“Tenant”

Date: February 25, 2008

SUMMARY OF LEASE PROVISIONS

The following is a summary of the basic terms contained in the Lease Agreement. In the event of any conflict between any term contained in this Summary and a provision contained in the balance of the Lease Agreement, the letter shall control.

Lease Date (for reference only):	February 25, 2008
Name and Address of Landlord:	Harsch Investment Properties, LLC, an Oregon limited liability company 851 SW 6th Avenue, Suite 550 Portland, Oregon 97204
Landlord’s Address for Rental Payments:	851 SW 6th Avenue, Suite 550 Portland, Oregon 97204
Name of Tenant and Address of Premises:	Jive Software, Inc., a Delaware corporation 915 SW Stark Street Portland, Oregon 97205
Tenant’s Address for Notices:
Trade Name Under Which Tenant Will Operate:	Jive Software
Business to be Conducted By Tenant:	General office
Lease Term:	Sixty Four (64) Months
Anticipated Delivery Dates:	Second Floor        June 1, 2008 Third Floor            - June 1, 2008 Fourth Floor          January 1, 2009 Penthouse            - January 1, 2009
Anticipated Lease Commencement Date:	June 1, 2008
Anticipated Expiration Date:	September 30, 2013
Base Rent (per SF/YR):	Third Floor: June 1, 2008 through September 30, 2008 October 1, 2008 through September 30, 2009 October 1, 2009 through September 30, 2010 October 1, 2010 through September 30, 2011 October 1, 2011 through September 30, 2012 October 1, 2012 through September 30, 2013	$0.00 $25.20 per square foot $25.95 per square foot $26.72 per square foot $27.52 per square foot $28.34 per square foot
	Fourth Floor: January 1, 2009 through September 30, 2009 October 1, 2009 through September 30, 2010 October 1, 2010 through September 30, 2011 October 1, 2011 through September 30, 2012 October 1, 2012 through September 30, 2013	$25.95 per square foot $26.72 per square foot $27.52 per square foot $28.34 per square foot $29.19 per square foot
	Penthouse: January 1, 2009 through February 28, 2009 March 1, 2009 through September 30, 2009 October 1, 2009 through September 30, 2010 October 1, 2010 through September 30, 2011 October 1, 2011 through September 30, 2012 October 1, 2012 through September 30, 2013	$0.00 $33.45 per square foot $34.45 per square foot $35.48 per square foot $36.54 per square foot $37.63 per square foot

Approximate Square	Approximately 37,667 square feet as follows:
Footage	3rd Floor	14,321 rentable square feet
of Premises:	4th Floor	14,131 rentable square feet
	Penthouse	9,215 rentable square feet
Base Year:	2009
Tenant’s Pro Rata Share:	57.3%
Security Deposit:	$500,000 due upon Tenant’s execution and delivery of this Lease. See Section 3 of Lease.
Guarantor:	None
Brokers:	For the Tenant: Mark Friel, Pacific Real Estate Partners
	For the Landlord: Trevor Kafoury, CB Richard Ellis
Exhibits:	Exhibit A1 – Outline of Premises
	Exhibit A2 – Condenser Location
	Exhibit A3 – Penthouse Restrooms
	Exhibit A4 – Basement Server Room and Bicycle Parking
	Exhibit A5 – Building Storage
	Exhibit B – Work Agreement
	Exhibit C – Rules & Regulations
	Exhibit D – Guaranty of Lease
	Exhibit E – Janitorial Service
	Exhibit F – Rooftop Communication Equipment
	Exhibit G – Lease Commencement Form
	Addendum to Lease

LEASE AGREEMENT

THIS LEASE, dated February 25, 2008 (for reference purposes only) is made by and between Harsch Investment Properties, LLC, an Oregon limited liability company (“Landlord”), and Jive Software, Inc., a Delaware corporation (“Tenant”). Landlord owns a building (the “Building”) and other improvements on that certain property located at 915 SW Stark Street, Portland, Oregon 97205 (collectively, the “Property”). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord certain space in the Building consisting of approximately 37,667 rentable square feet, as outlined on the attached Exhibit A (the “Premises”) on the terms and conditions set forth in this Lease.

1.        TERM.  (a)         Duration of Term.  The term of this Lease (the “Term”) shall be for a period of five (5) years and four (4) months, commencing on the Anticipated Lease Commencement Date shown on the attached Summary of Lease Provisions or the date on which the tenant improvements to the Third Floor (3^rd) that Landlord has agreed to provide to the Premises pursuant to the Work Agreement attached as Exhibit B, are substantially completed, whichever is later (the “Lease Commencement Date”). However, if Tenant takes possession of the Premises on an earlier date, such date shall be the “Commencement Date.” The Term shall expire sixty-four (64) months after the Commencement Date. If the first day of the Term shall be a day other than the first day of a calendar month, then the Term shall be deemed extended by the number of days between the Commencement Date of this Lease and the first day of the first calendar month thereafter, so that the Term shall expire at the end of a calendar month.

(b)        Phased Delivery of Premises.  Landlord shall deliver the Premises to Tenant in two (2) phases, in each instance upon Substantial Completion of Landlord’s Work as to the applicable floor (as defined in Exhibit B): Phase 1 being the Second Floor (“Second Floor”) (for temporary occupancy only until delivery of Penthouse) estimated to be June 1, 2008, and the Third Floor (“Third Floor”) estimated to be June 1, 2008, and Phase 2 being the Fourth Floor (“Fourth Floor”) and Penthouse (“Penthouse”), estimated to be January 1, 2009. If any floor of the Premises are not substantially completed by the scheduled delivery dates, Tenant’s obligation to pay Rent and its other obligations for payment under this Lease as to that floor shall commence on the date that the applicable floor of the Premises is substantially completed as described in this paragraph (the “Rent Commencement Date”) and the base rent periods specified in the Summary of Lease Provisions shall be deferred, if at all, as specified in Exhibit B for any such delay, and Landlord shall not be liable to Tenant for any loss or damage resulting from such delay except as set forth in Exhibit B. If the improvements as to a given floor are not substantially completed on the applicable Anticipated Commencement Date due to the failure of Tenant to fulfill its obligations under the Lease, the scheduled delivery date for that floor shall be as stated in this subsection 1(b).

(c)        Early Occupancy.  Tenant shall be permitted to enter the Second Floor, Third Floor, Fourth Floor and Penthouse four (4) weeks prior to the anticipated Substantial Completion Dates for each floor for the purpose of installing telecommunications, data and security infrastructure. Tenant’s entry into each phase of the Premises shall be subject to all terms and conditions of this Lease except the payment of Rent. Tenant’s entry shall mean entry by Tenant, its officers, contractors, employees, licensees, agents, servants, guests, invitees, and visitors.

(d)        Commencement Confirmation Agreement.  Following the Lease Commencement Date, within ten (10) days of request by Landlord, Tenant shall execute and deliver a Confirmation Agreement prepared by Landlord setting forth the exact Lease Commencement Date and Expiration Date in form similar to that shown on Exhibit G. Following delivery of each Phase, Tenant shall execute and deliver a Confirmation Agreement prepared by Landlord setting forth the exact date of delivery of such phase, any adjustment of square footage, any recalculations based on such adjustment, and such other matters related to the commencement of this Lease as may be requested.

(e)        Termination For Late Delivery.  See Exhibit B, Paragraph 4.3.

(f)         Termination for Failure to Proceed with Construction of Penthouse.  If Landlord elects not to proceed with the construction of the Penthouse, Tenant may terminate this Lease by written notice to Landlord.

(g)        Option to Terminate.  Intentionally omitted.

2.        RENT.  Beginning on the date of Substantial Completion for each applicable floor and continuing until the expiration or earlier termination of the Term, Tenant shall pay to Landlord “Base Rent” as defined in this section.

  (a)        Base Rent.  The base rent shall commence upon Substantial Completion and delivery of each Phase and in accordance with the table shown in the Summary of Lease Provisions and continue during the Term (“Base Rent”) Notwithstanding any provision herein to the contrary, Base Rent on the Penthouse shall not commence until 120 days after delivery of “warm shell” as defined in Exhibit B. Base Rent for each floor shall be paid in advance, without offset, abatement or deduction, on or before the first day of each calendar month during the Term commencing on the date of substantial completion for such floor. Tenant shall pay to Landlord estimated Base Rent as to each applicable floor for the first full calendar month of

Jive Software

Page 1

the Term in which Base Rent is payable for that floor as specified in the Summary of Lease Provisions. If the first month of the Term shall be a partial month, Base Rent shall be prorated on a daily basis and the amount due for such partial month shall be paid on or before the first day of the first full calendar month following the Commencement Date.

(b)        Index Adjustment.  Intentionally omitted.

(c)        Determination of Area.  Landlord’s architect shall determine the exact leasable area of the Premises at or before the time Landlord delivers possession of the Premises to Tenant. Leasable area shall be calculated using BOMA Standard Measurements. If Tenant disputes the determination of Landlord’s architect, the leasable area of the Premises shall be determined by a mutually acceptable independent architect and the determination of such architect shall be conclusive as to the leasable area of the Premises. The cost of such independent measurement shall be borne solely by Tenant unless the difference in the square footage is determined to differ from that specified herein by more than five percent (5%). Upon Substantial Completion of all improvements, the parties shall execute an addendum to this Lease confirming the leasable area and Base Rent.

(d)        Tenant’s Share of Increased Operating Expenses.  Commencing on the first day of January following the Base Year of 2009 (the first such calendar year and each calendar year thereafter shall be referred to herein as a “Comparison Year”), Tenant shall pay as Additional Rent, Tenant’s Pro Rata Share of increased Operating Expenses. Notwithstanding anything set forth herein, for purposes of computing Tenant’s Pro Rata Share of Expenses, the Controllable Expenses (hereinafter defined) shall not increase by more than 5% per calendar year on a compounding and cumulative basis over the course of the Term (as it may be renewed from time to time). “Controllable Expenses” shall mean all Operating Expenses exclusive of the cost of insurance premiums and deductibles, utilities and capital improvements. Operating Expenses shall include all of Landlord’s reasonable direct costs of operation, repair and maintenance of the Building as determined by Landlord’s standard accounting practices. Operating Expenses shall include the following costs by way of illustration but not limitation: (i) wages, salaries, benefits and related expenses of all personnel engaged in the operation, maintenance, repair or security of the Building not reimbursed by other parties; (ii) costs of supplies, materials and equipment; (iii) cost of utilities, including water, sewer, gas, heating and electricity; (iv) a commercially reasonable management fee and the cost of performance by Landlord’s personnel or the cost for service, maintenance, janitorial, alarm service, window cleaning and elevator maintenance; (v) legal and accounting costs, including the costs of audits by certified public accountants; (vi) cost of all insurance, including but not limited to, fire, casualty, earthquake, liability and rental abatement or interruption insurance and any deductible portion of any insured loss; (vii) costs of, repairs, replacements, general maintenance of the Building (not including repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties): (viii) costs of improvements, alterations and equipment which are capital in nature (except for those made during 2008) and which are not excluded under (i) below; and (ix) the fair rental value of rent for the management office.

    (i)      Operating Expense Exclusions.  Operating Expenses shall not include any item of expense that was not included in Base Year Operating Expenses without Landlord providing a reasonable explanation for the necessity to do so and obtaining Tenant’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Operating Expenses shall not include (i) specific costs for any capital repairs, replacements or improvements, except as provided above; (ii) expenses for which Landlord is reimbursed or indemnified (either by an insurer, condemnor, tenant, warrantor or otherwise) to the extent of funds received by Landlord; (iii) expenses incurred in leasing or procuring tenants (including lease commissions, advertising expenses and expenses of renovating space for tenants); (iv) payments for rented equipment, the cost of which would constitute a capital expenditure not permitted pursuant to the foregoing if the equipment were purchased; (v) interest or amortization payments on any mortgages or deeds of trust; (vi) net basic rents under ground or underlying leases; or (vii) costs specially billed to and paid by specific tenants. There shall be no duplication of costs or reimbursements. Operating Expenses shall not include the following:

      A.        any expenditure (including, without limitation, the rental or purchase cost of any improvement, part, supply, tool, item of equipment, or repair) that would be deemed a capital expenditure under generally accepted accounting principles (“GAAP”), except any such expenditure that: (i) is incurred primarily to reduce current or future operating expense costs or otherwise improve the operating efficiency of the Property (provided that such savings are not primarily for the benefit of any particular tenant other than Tenant) (“Cost-Saving Expenditures”); (ii) is required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the date of the Lease (“Code-Required Expenditures”); (iii) is covered by any insurance deductible that is not excluded from Expenses pursuant to subparagraph B below or (iv) is incurred to repair damage from a Casualty for which insurance is available but not maintained by Landlord, but only to the extent of an amount equal to a commercially reasonable deductible for such insurance. Any capital expenditure that is deemed an Expense pursuant to clause (i) of the first sentence of this subparagraph A (and not pursuant to any other provision hereof) shall be amortized by Landlord over such period as may be selected by Landlord provided that the annual amortized portion of such expenditure shall not exceed the actual cost savings generated by the item for which such expenditure was incurred. Any capital expenditure that is deemed an Expense pursuant to clause (ii) of the first sentence of this subparagraph A shall be amortized by Landlord over the actual useful life of the item for which such expenditure was incurred

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(as reasonably determined by Landlord in accordance with GAAP); provided, however, that if such item generates a costs savings, such expenditure may, at Landlord’s option, be amortized over such shorter period, if any, as may be selected by Landlord provided that the annual amortized portion of such expenditure shall not exceed the actual cost savings realized. The amortized cost of any capital items may, at Landlord’s option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the cost of the capital item;

      B.        Insurance deductibles in excess of commercially reasonable amounts (provided, however, that in any event the following insurance deductibles shall not be deemed to exceed commercially reasonable amounts: (i) earthquake insurance deductibles up to 5% of the total insurable value of the Property per occurrence, and (ii) any other insurance deductibles up to $100,000.00 per occurrence);

      C.        depreciation;

      D.        principal payments of mortgage and other non-operating debts of Landlord;

      E.        the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds, contractor warranties, guarantees, judgments or other third-party sources;

      F.        costs in connection with leasing space in the Building, including brokerage commissions, brochures and marketing supplies, negotiating and preparing lease documents, and improvement and decorating costs in preparing space for initial occupancy by a specific tenant;

      G.        all “tenant allowances”, “tenant concessions” and other costs or expenses incurred in fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space for tenants or other occupants of the Building, or vacant leasable space in the Building, except in connection with the general maintenance and repairs provided to tenants of the Building in general;

      H.        costs incurred in connection with the sale, financing or refinancing of the Building;

      I.          fines, interest and penalties incurred due to the late payment of Taxes or Expenses;

      J.         any penalties or damages that Landlord pays to Tenant under the Lease or to other tenants in the Building under their respective leases;

      K.        all costs associated with the operation of the business of the entity which constitutes “Landlord” (as distinguished from the costs of operating, maintaining, repairing and managing the Building) including, but not limited to, Landlord’s or Landlord’s managing agent’s general corporate overhead and general administrative expenses;

      L.         ground lease rental;

      M.        attorneys’ fees and other expenses incurred in connection with negotiations or disputes with tenants, prospective tenants or other occupants of the Building;

      N.        any costs, fines or penalties incurred due to violations by Landlord of any law, order, rule or regulations of any governmental authority which was in effect (and as enforced) as of the Commencement Date except where such costs, fines or penalties are incurred by Landlord for violations of any such law, order, rule or regulation that is ultimately determined to be invalid or inapplicable;

      O.        the cost of complying with any laws in effect (and as enforced) on the Commencement Date, provided that if any portion of the Building that was in compliance with all applicable laws on the Commencement Date becomes out of compliance due to normal wear and tear, the cost of bringing such portion of the Building into compliance shall be included in Expenses unless otherwise excluded pursuant to the terms hereof;

      P.        costs incurred by Landlord in connection with the correction of defects in design and original construction of the Building or Property;

      Q.        any fines, penalties or interest resulting from the negligence or willful misconduct of the Landlord or its agents, contractors, or employees;

      R.        Landlord’s charitable and political contributions;

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S.        any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, Common Area or Property, including, without limitation, hazardous substances in the ground water or soil, except to the extent such removal, cleaning, abatement or remediation is related to the general repair and maintenance of the Building, Common Area or Property;

T.        Landlord’s costs of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rental or additional base rental payable under the lease with such tenant;

U.        sums (other than management fees, it being agreed that the management fees included in Expenses are described in Section 2(d) above) paid to subsidiaries or other affiliates of Landlord for services on or to the Property, Building and/or Premises, but only to the extent that the costs of such services exceed the competitive cost for such services rendered by persons or entities of similar skill, competence and experience;

V.        all items (including repairs) and services for which Tenant or other tenants pay directly to third parties or for which Tenant or other tenants reimburse (or are required to reimburse) Landlord (other than through Expenses);

W.        to the extent any services (on a per square foot basis) are provided to a tenant or occupant of the Building at a level that is materially greater than the level at which such services are available to Tenant, the cost of providing such services at a level that is over and above the level available to Tenant shall be excluded from Expenses;

X.        advertising and promotional expenditures of the owner of the Building or any tenant in the Building;

Y.        expenses incurred for the repair, maintenance or operation of any parking garage or surface lot serving the Building, including but not limited to salaries and benefits of any parking attendants, electricity and insurance, except that Expenses shall include electricity and insurance to the extent they are not billed separately to the garage or surface lot;

Z.        costs arising from any Landlord-initiated special assessment on the Building by any transit district authority or any other governmental entity having the authority to impose such assessments; or

AA.        interest, principal, points and fees on debts or amortization on any Mortgage or any other debt instrument encumbering the Property.

(e)        Tenant’s Share of Increased Tax Expenses.  Commencing on the first day of January of the first Comparison Year, Tenant shall pay as Additional Rent, Tenant’s Pro Rata Share of increased Tax Expenses. Tax Expenses shall include all taxes, assessments, fees and charges, including costs and expenses (including, without limitation, legal fees and disbursements) of contesting the amount or validity thereof by appropriate administrative or legal proceedings, levied upon or with respect to the Building or any personal property of Landlord, or Landlord’s interest in the Building or such personal property, including, without limitation, all real property taxes and general and special assessments; charges, fees, levies or assessments for housing, transit, police, fire or other governmental services or purported benefits to the Building; service payments in lieu of taxes; any transit impact development fees, housing and child care contributions or other similar or dissimilar impositions required of Landlord by the City, County or State; and any tax, assessment, charge or fee which may now or hereafter be levied or assessed against Landlord by the United States of America, the State of Oregon, or any political subdivision, public corporation, district or other political or public entity, and any other tax, fee or other excise however described, that may be levied or assessed as a substitute for, or in addition to (in whole or in part) any other property taxes, whether or not now customary or in the contemplation of the parties on the date of this Lease. If, at any time during the Term, it is not lawful for Tenant to reimburse Landlord for any particular tax, the Base Rent payable to Landlord under this Lease shall be revised to yield to Landlord the same net rental after the imposition of any such tax upon Landlord as would have been payable to Landlord prior to the imposition of any such tax. Notwithstanding any contrary provision of this Lease, Taxes included in the Base Year and in any Comparison Year shall be based on the Taxes paid or accrued for the fiscal tax year ending during such Base Year or Comparison Year, despite the fact that a portion of such fiscal tax year falls outside of the Base Year or the Comparison Year in question. Tax Expenses shall not include any tax costs or tax increases caused by the sale, refinancing or transfer of any interest in the Building.

(f)        Payment of Estimated Operating Expenses and Estimated Tax Expenses.  Beginning on the first day of the first Comparison Year, and on the first day of each subsequent Comparison Year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with a statement setting forth Landlord’s estimate of the increases in Operating

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Expenses and Tax Expenses for the Comparison Year over the actual Operating Expenses and Tax Expenses for the Base Year (“Landlord’s Estimate”). On the first day of each calendar month during each Comparison Year, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant’s Pro-Rata Share of the increased Operating Expenses and Tax Expenses as set forth in Landlord’s Estimate and each such payment shall be referred to herein as an “Estimated Expense Payment.”

(g)        Reconciliation of Actual Operating Expenses and Tax Expenses.  On or about the first day of March of each Comparison Year after the first Comparison Year, or as soon thereafter as is reasonably practicable, Landlord shall furnish Tenant with a statement of the actual Operating Expenses and Tax Expenses for the preceding Comparison Year, reconciling the total Estimated Expense Payments actually made by Tenant during the Comparison Year to Tenant’s Pro Rata Share of the actual amounts of increased Operating Expenses and Tax Expenses for such Comparison Year. Within thirty (30) days after Landlord’s giving of such statement, Tenant shall make a lump sum payment to Landlord in the amount, if any, by which the Tenant’s Pro-Rata Share of actual increased Operating Expenses and increased Tax Expenses for such preceding Comparison Year, exceeds the aggregate of the Estimated Expense Payments Tenant actually paid during such preceding year. If the Tenant’s Pro-Rata Share of actual increased Operating Expenses and increased Tax Expenses for the preceding Comparison Year, is less than the aggregate of the Estimated Expense Payments Tenant actually paid during such preceding year, then Landlord shall apply such amount first to any delinquent Rent, and then to the next accruing monthly installment(s) of Estimated Expense payments due from Tenant until fully credited to Tenant. Tenant shall have the right to audit Landlord’s books and records relating to Operating Expenses and Tax Expenses within ninety (90) days following receipt of Landlord’s annual statement. If Tenant objects to Landlord’s statement of the actual Operating Expenses and Tax Expenses and the parties fail to resolve such dispute within thirty (30) days after such objection, the dispute shall be resolved by a mutually acceptable independent certified public accountant. If such audit discloses a liability for a refund in excess of five percent (5%) of the amounts previously reported, the cost of such audit shall be borne by Landlord; otherwise the cost of such audit shall be paid by Tenant.

(h)        Occupancy Adjustments.  If less than ninety five percent (95%) of the Building Area is occupied during any full or fractional year of the Term (including the Base Year), then in calculating the actual Operating Expenses for such year Landlord shall adjust those elements of Operating Expenses which vary based on occupancy to an amount which Landlord estimates would have been incurred in Landlord’s reasonable judgment had the Building been ninety five percent (95%) occupied. In addition, if any particular work or service otherwise included in Operating Costs is not furnished to a tenant or occupant of the Building who is undertaking to perform such work or service itself, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would have been incurred if Landlord had furnished such work to such tenant or occupant. If the Building is not assessed as complete and fully occupied during any full or fractional year of the Term (including the Base Year), then in calculating the Tax Expenses for such year Landlord shall adjust the Tax Expenses to an amount which reflects the Tax Expenses that would have been incurred if the Building had been assessed as complete and fully occupied.

(i)        Changes in Rentable Area.  If during the Term any change occurs in either Area of the Premises (by virtue of the addition of additional space to the Premises or the reduction in the size of the Premises, but not by virtue of remeasurement of the Premises) or in the Area of the Building, Tenant’s Pro-Rata Share shall be adjusted, effective as of the date of any such change. Landlord shall promptly notify Tenant in writing of such change and the reason therefore.

(j)        Additional Rent.  All references to “Rent” or “Rental” in this Lease shall mean Base Rent and all other payments required of Tenant under this Lease unless otherwise expressly specified.

3.        SECURITY DEPOSIT.  Upon execution of this Lease, Tenant shall pay to Landlord a sum equal to the amount set forth on the Summary of Lease Provisions, as security for the full and faithful performance by Tenant of all of the covenants and terms of this Lease required to be performed by Tenant. So long as Tenant is has not previously been in monetary default and is not then in default of this Lease, beyond any applicable cure period, such security deposit shall be returned to Tenant in increments of $100,000, payable as a credit against rent, on the following dates: January 1, 2010, January 1, 2011, January 1, 2012, and January 1, 2013. If Tenant is in default beyond any applicable cure period at the time that a portion of the security deposit would be eligible for release, that release and any remaining to follow shall not occur as scheduled and each shall be deferred until a year later at which point Tenant must not then be in default beyond any applicable cure period to be eligible for the partial release. The remaining $100,000 shall be returned to Tenant within thirty (30) days after the expiration of this Lease, provided Tenant has fully and faithfully carried out all of Tenant’s obligation hereunder, including the payment of all amounts due to Landlord hereunder and the surrender of the Premises to Landlord in the condition required in this Lease. However, Landlord, at its option, may apply such sum on account of the payment of the last month’s Base Rent or other unpaid obligation of Tenant’s. Such sum may be commingled with other funds of Landlord and shall not bear interest. In the event of a sale of the Property, Landlord shall have the right to transfer the security deposit to the purchaser to be held under the terms of this Lease, and Landlord shall thereupon be released from all liability for the return of the security deposit, and Tenant thereafter agrees to look solely to the new landlord for the return of the security deposit.

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4.        TAXES, INSURANCE & INDEMNITY

   (a)        Tenant’s Personal Property Taxes.  Tenant shall be responsible for and shall pay before delinquent all taxes assessed during the Term against any leasehold or personal property of any kind owned by or placed upon or about the Premises by Tenant.

   (b)        Insurance.  During the Term, Landlord shall maintain in full force a policy or policies of fire insurance with standard extended coverage endorsements covering the building or buildings and other improvements (exclusive of Tenant’s trade fixtures, tenant improvements and other property) situated on the Property. During the Term, Landlord shall maintain in full force a comprehensive liability insurance policy insuring Landlord against liability for bodily injury and property damage occurring in, on or about the Property. Landlord shall use its reasonable efforts to secure said insurance at competitive rates.

   (c)        Increases in Premiums.  This Lease is entered into on the basis that Tenant’s occupancy will not affect the Property’s classification for insurance rating purposes. If Tenant’s use of the Premises for any use other than general office results in higher insurance premiums for any buildings situated on the Property, Tenant shall pay for the increased costs of the premiums for insuring any such buildings against loss by fire with standard extended coverage endorsements during the Term. If the insurance premiums on any such buildings are increased during the Term as a result of the installation of equipment on the Premises by Tenant, by reason of Tenant maintaining certain goods or materials on the Premises or as a result of use or occupancy of the Premises by Tenant for any use other than general office, Tenant shall pay the additional cost of the insurance for any such buildings (whether or not Landlord has consented to the activity resulting in the increased insurance premiums). Tenant shall refrain from any activity in its use of the Premises which would make it impossible to insure the Premises or the Building against casualty or which would increase the insurance rate of any such buildings or prevent Landlord from taking advantage of the ruling of the Insurance Rating Bureau of the state in which the Premises are situated or its successors allowing Landlord to obtain reduced premium rates for long term fire insurance policies, unless Tenant pays the additional cost of the insurance. All of Tenant’s electrical equipment shall be U-L approved. If Tenant installs any electrical equipment that overloads the lines in the Premises or in any such buildings, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of the insurance underwriters and governmental authorities having jurisdiction. Any insurance premiums to be paid by Tenant by reason of its initial intended use of the Premises or any increase in fire insurance premiums attributable to Tenant’s use or occupancy of the Premises during the Term shall be paid by Tenant to Landlord within thirty days after Landlord bills Tenant for the same.

   (d)        Indemnity: Tenant’s Insurance.  Tenant shall indemnify, defend, and save harmless Landlord from any and all liability, damage, expenses, attorney’s fees, causes of actions, suits, claims or judgments (“Claims”), arising out of or connected with (i) Tenant’s use, occupancy, management, or control of the Premises, (ii) any failure of Tenant to comply with the terms of this Lease, and (iii) the acts or omissions of Tenant, its agents, officers, directors, employees, or invitees; provided, however, that Tenant shall not be liable for claims caused by the negligence of Landlord. Tenant shall, at its own cost and expense, defend any and all suits which may be brought against Landlord either alone or in conjunction with others upon any such above mentioned cause or claim, and shall satisfy, pay, and discharge any and all judgments that may be recovered against Landlord in any such action or actions in which Landlord may be a party defendant. Landlord shall indemnify, defend and hold harmless Tenant from any and all Claims arising out of or connected with (i) the Landlord’s use, occupancy, management or control of the Building other than the Premises, (ii) any failure by Landlord to comply with the terms of this Lease, and (iii) the acts or omissions of Landlord, its agents, officers, directors, employees, or invitees; provided, however, that Landlord shall not be liable for Claims caused by the negligence of Tenant. Neither Landlord nor any partner, director, officer, agent, or employee of Landlord shall be liable to Tenant or any person claiming through Tenant for any loss, injury, or damage whatsoever, including without limitation any loss, injury, or damage caused by other tenants or persons in or about the Property, except to the extent any such loss, injury, or damage is caused by or results from the negligent or willful act or omission of Landlord or its agents or employees. In no event shall Landlord be liable for consequential damages, including lost profits, of Tenant or any person claiming through Tenant, regardless of the cause of any loss, injury, or damage. Tenant shall at its own expense during the Term carry in full force and effect a comprehensive public liability insurance policy, with an insurance carrier satisfactory to Landlord, naming Landlord and all its affiliates as an additional insured, with limits of not less than $2,000,000 per occurrence, and $2,000,000 in aggregate bodily injury liability, and $2,000,000 per occurrence property damage liability, insuring against any and all liability of Tenant with respect to the Premises and under this Lease, or arising out of the maintenance, use or occupancy of the Premises. Such policy shall provide that the insurance shall not be cancelable or modified without at least ten (10) days prior written notice to Landlord, and shall be deemed primary and noncontributing with other insurance available to Landlord. Tenant shall maintain, at Tenant’s expense, insurance covering Tenant’s personal property, furnishings, fixtures, and equipment; Landlord is not responsible therefore. On or before the Commencement Date, Tenant shall furnish Landlord with a certificate or other acceptable evidence that such insurance is in effect. Tenant shall also provide and maintain insurance to comply with Worker’s Compensation and Employer’s Liability Laws.

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and specifications; Tenant’s estimated costs; and the names of all of Tenant’s contractors and subcontractors. Landlord, at its option, may perform the work or select the contractor and/or subcontractors. If Landlord is to perform some or all of such work, Landlord shall have the right to require Tenant to pay for the cost of the work in advance or in periodic installments. If the work is to be performed by Tenant, Landlord shall have the right to require Tenant to furnish adequate security to assure timely payment to the contractors and subcontractors for such work. All work performed by Tenant shall be done in strict compliance with all applicable building, fire, sanitary, and safety codes, and other Laws, and Tenant shall secure all necessary permits for the same. Tenant shall keep the Premises free from all liens in connection with any such work. All work performed by the Tenant shall be carried forward expeditiously, shall not interfere with Landlord’s work or the work to be performed by or for other tenants, and shall be completed within a reasonable time. Landlord or Landlord’s agents shall have the right at all reasonable times to inspect the quality and progress of such work. All improvements, alterations and other work performed on the Premises by either Landlord or Tenant shall be the property of Landlord when installed, except for Tenant’s trade fixtures, and may not be removed at the expiration of this Lease unless the applicable Landlord’s consent specifically provides otherwise. Tenant shall not be required to remove the initial improvements installed in the Premises pursuant to Exhibit B; provided, however, that Tenant shall be required to restore the restrooms in the Penthouse to Landlord’s original design which is attached as Exhibit A3. Notwithstanding Landlord’s consent to improvements or alterations by Tenant, all such improvements, alterations or other work to be performed by Tenant shall be at the sole cost and expense of Tenant. Tenant shall have the right to install its own security system in the Premises.

8.        REPAIRS, MAINTENANCE, AND REPLACEMENTS.

   (a)        Landlord’s Responsibilities.  The following shall be the responsibility of Landlord, and Landlord shall maintain all of the following in good condition and repair:

      (i) Structural repairs and maintenance and repairs necessitated by structural disrepair or defects;

      (ii) Repair and maintenance of the exterior walls, roof, gutters, downspouts and the foundation of the Building in which the Premises are located. This shall not include maintenance of the operating condition of doors and windows or replacement of glass, nor maintenance of the store front;

      (iii) Maintenance and repair of the heating, ventilating, and air conditioning systems, plumbing system, electrical system, and sprinkler, fire and life safety systems, if any;

      (iv) Repair of interior walls, ceilings, doors, windows, floors and floor coverings when such repairs are made necessary because of failure of Landlord to keep the structure in repair as above provided in this Section 8(a); and

      (v) Repair of building standard lighting within the Premises, including without limitation replacement of tubes and ballasts, but excluding repair, maintenance or replacement of any specialty or above-standard lighting fixtures, tubes, ballasts and the like.

   (b)        Tenant’s Responsibilities.  The following shall be the responsibility of Tenant, and Tenant shall maintain (and repair and replace, if necessary) all of the following in good condition and repair:

      (i) The interior of the Premises including any interior decorating;

      (ii) Any repairs necessitated by the negligence of Tenant, its agents, employees and invitees and their use of the Premises;

      (iii) Maintenance and repair of the interior walls and floor coverings (both hard surfaces and carpeting); and

      (iv) Subject to the provisions of Section 8(c), any repairs or alterations required under Tenant’s obligation to comply with laws and regulations as set forth in this Lease.

   (c)        Inspections.  Landlord shall have the right to inspect the Premises at any reasonable time or times and after reasonable notice (and without notice in an emergency) to determine the necessity of repair. Whether or not such inspection is made, the duty of Landlord to make repairs as outlined above in any area in Tenant’s possession and control shall not mature until a reasonable time after Landlord has received from Tenant written notice of the necessity of repairs, except in the event emergency repairs may be required and in such event Tenant shall attempt to give Landlord appropriate notice considering the circumstances.

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   (d)        Landlord’s Work.  All repairs, replacements, alterations or other work performed on or around the Premises by Landlord shall be done in such a way as to interfere as little as reasonably possible with the use of the Premises by Tenant. Tenant shall have no right to an abatement of Rent nor any claim against Landlord for any inconvenience or disturbance resulting from Landlord’s performance of repairs and maintenance pursuant to this Section 8.

   (e)        Governmental Compliance.  At Landlord’s option, Landlord shall have the right to comply with and/or contest the application of Laws affecting the Premises or the Property even if Tenant is otherwise required to conform to or comply with such Laws pursuant to other provisions of this Lease. If Landlord so elects to comply with Tenant’s obligations under this Lease pertaining to compliance with Laws, Landlord shall give Tenant notice of its election and Tenant shall pay the reasonable cost of all such compliance. If Landlord does not elect to undertake Tenant’s obligation to comply with Laws affecting the Premises, and allows Tenant to do so, any alterations or improvements to the Premises required in connection with such compliance shall be subject to the provisions of Section 7 of this Lease.

   (f)        Notwithstanding the provisions of Section 8(a), unless the waiver of subrogation provisions of Section 12 prevent Landlord from obtaining recovery, Tenant shall bear the cost of repairs or maintenance to the extent that Tenant, its shareholders, directors, officers, employees, agents or invitees, shall willfully or negligently cause damage to all or any portion of the Premises, the Property or the Building that would normally be the responsibility of Landlord to maintain or repair.

9.          LIENS.  Tenant shall keep the Premises free from all liens, including mechanic’s liens, arising from any act or omission of Tenant or those claiming under Tenant. Landlord shall have the right to post and maintain on the Premises or the Building in which the Premises are situated such notices of non-responsibility as are provided for under the lien laws of the state in which the Premises are located.

10.        UTILITIES AND SERVICES.  Landlord will furnish water, electricity and elevator service at all times and, during the normal building hours of 8:00 AM to 6:00 PM Monday through Friday and 8:00 AM to 2:00 PM on Saturday except holidays, will furnish heat and air conditioning. If Tenant requires heat or air conditioning outside normal building hours, such service shall be provided at a rate of $50.00 per hour. Janitorial service will be provided in accordance with the schedule of the Building, a copy of which is attached as Exhibit E. Tenant shall comply with all government laws or regulations regarding the use or reduction of use of utilities on the Premises. Interruption of services or utilities shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, render Landlord liable to Tenant for damages, or relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord shall take all reasonable steps to correct any interruptions in service. Electrical service furnished will be 110 volts unless different service already exists in the Premises. Tenant shall provide its own surge protection for power furnished to computers. If Tenant uses excessive amounts of utilities or services of any kind because of operation outside of normal building hours, high demands from office machinery and equipment, nonstandard lighting, or any other cause, Landlord may impose a reasonable charge for supplying such extra utilities or services not to exceed Landlord’s actual costs, which charge shall be payable monthly by Tenant in conjunction with Rent payments. In case of dispute over any extra charge under this paragraph, Landlord shall designate a qualified independent engineer whose decision shall be conclusive on both parties. Landlord and Tenant shall each pay one-half of the cost of such determination. Landlord acknowledges that Tenant will be installing above-standard lighting fixtures that offer significant energy efficiency. Landlord will cooperate fully with Tenant’s efforts to secure grants from Better Bricks, Energy Trust of Oregon and related entities. Should Tenant be able to clearly identify and quantify increased energy savings, Landlord will pass on the direct economic savings to Tenant.

11.        DEBRIS.  Tenant shall keep the Premises and areas adjacent thereto free and clear of rubbish, debris, and obstructions. Tenant shall save and protect Landlord from any injury whether to Landlord or Landlord’s property or to any other person or property caused by Tenant’s failure to perform Tenant’s obligations under this Section 11. Tenant’s obligations under this Section 11 shall be performed at Tenant’s cost and expense.

12.        WAIVER OF SUBROGATION.  Neither party shall be liable to the other for any loss or damage caused by fire or any of the risks enumerated in a standard fire insurance policy with an extended coverage endorsement, including sprinkler leakage insurance, if any. All claims or rights of recovery for any and all such loss or damage, however caused, are hereby waived. Without limiting the generality of the foregoing, said absence of liability shall exist whether or not such loss or damage is caused by the negligence of either Landlord or Tenant or by any of their respective agents, servants or employees.

13.        INJURY TO TENANT’S PROPERTY.  Landlord shall not be liable for any injury to any property of Tenant or to any person in or upon the Premises resulting from fire or collapse of the Building in which the Premises are located or any portion thereof or any other cause, including but not limited to damage by water, gas or steam, or by reason of any electrical apparatus in or about the Premises. Landlord shall not be responsible for securing the Premises or providing security to the buildings on the Property.

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14.        DAMAGE OR DESTRUCTION.

(a)        Partial Destruction.  If the Premises shall be partially damaged by fire or other cause, and Section 14(b) below does not apply, the damages to the Premises shall be repaired by Landlord, and all Base Rent until such repair shall be made shall be apportioned according to the part of the Premises which is useable by Tenant. The repairs shall be accomplished with all reasonable dispatch. Landlord shall bear the cost of such repairs unless the damage occurred from a risk which would not be covered by a standard fire insurance policy with an endorsement for extended coverage, including sprinkler leakage. However, if the holder of any indebtedness secured by the Property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease.

(b)        Substantial Damage.  If the buildings situated on the Property or the Building in which the Premises are located or the Premises, or any of them, are 50% or more destroyed during the Term by any cause, either party may elect to terminate the Lease as of the date of damage or destruction by notice given to the other in writing not more than 45 days following the date of damage. In such event all rights and obligations of the parties shall cease as of the date of termination. In the absence of an election to terminate, Landlord shall proceed to restore the Premises, if damaged, to substantially the same form as prior to the damage or destruction, so as to provide Tenant useable space equivalent in quantity and character to that before the damage or destruction. Work shall be commenced as soon as reasonably possible, and thereafter proceed without interruption, except for work stoppages on account of matters beyond the reasonable control of Landlord. From the date of damage until the Premises are restored or repaired, Base Rent shall be abated or apportioned according to the part of the Premises useable by Tenant. Landlord shall bear the cost of such repairs unless the damage occurred from a risk which would not be covered by a standard fire insurance policy with an endorsement for extended coverage, including sprinkler leakage.

(c)        Restoration.  If the Premises are to be restored by Landlord as above provided in this Section 14, Tenant, at its expense, shall be responsible for the repair and restoration of all items which were installed at the expense of Tenant (whether the work was done by Landlord or Tenant) or for which an allowance was given by Landlord to Tenant, in each case, however, excluding all work performed pursuant to Exhibit B, together with Tenant’s stock in trade, trade fixtures, furnishings, and equipment; and Tenant shall commence the installation of the same promptly upon delivery to it of possession of the Premises and Tenant shall diligently prosecute such installation to completion.

15.        EMINENT DOMAIN.

(a)        Partial Taking.  If a portion of the Premises is condemned and neither Section 15(b) nor Section 15(c) apply, the Lease shall continue in effect. Landlord shall be entitled to all the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of condemnation. Landlord shall proceed as soon as reasonably possible to make such repairs and alterations to the Premises as are necessary to restore the remaining Premises to the condition as comparative as reasonably practicable to that existing at the time of condemnation. Base Rent shall be abated to the extent that the Premises are untenantable during the period of alteration and repair. After the date on which title vests in the condemning authority, Base Rent shall be reduced commensurately with the reduction in value of the Premises as an economic unit on account of the partial taking. However, if the holder of any indebtedness secured by the Property requires that the condemnation proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease.

(b)        Substantial Taking of the Property.  If a condemning authority takes any substantial part of the Property or any substantial part of the Building in which the Premises are located, the Lease shall, at the option of Landlord, terminate as of the date title vests in the condemning authority. In such event all rights and obligations of the parties shall cease as of the date of termination. Landlord shall be entitled to all of the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of the condemnation. Notwithstanding the foregoing, Tenant shall be permitted to pursue an independent claim for loss of personal property and relocation expenses.

(c)        Substantial Taking of Premises.  If a condemning authority takes all of the Premises or a portion sufficient to render the remaining Premises reasonably unsuitable for Tenant’s use, the Lease shall terminate as of the date title vest in the condemning authority. In such event all rights and obligations of the parties shall cease as of the date of termination. Landlord shall be entitled to all of the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of the condemnation.

(d)        Definition.  Sale of all or any part of the Premises to a purchaser with the power of eminent domain in the face of a threat or probability of the exercise of the power shall be treated for the purpose of this Lease as a taking by condemnation.

16.        BANKRUPTCY.  Subject to Section 17, this Lease shall not be assigned or transferred voluntarily or involuntarily by operation of law. It may, at the option of Landlord, be terminated, if Tenant be adjudged bankrupt or insolvent, or makes an assignment for the benefit of creditors, or files or is a party to the filing of a petition in bankruptcy, or commits an act of

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bankruptcy, or in case a receiver or trustee is appointed to take charge of any of the assets of Tenant or sublessees or assignees in or on the Premises, and such receiver or trustee is not removed within 30 days after the date of his appointment, or in the event of judicial sale of the personal property in or on the Premises upon judgment against Tenant or any sublessees or assignee hereunder, unless such property or reasonable replacement therefore be installed on the Premises. To the extent permitted by law, this Lease or any sublease hereunder shall not be considered as an asset of a debtor-in-possession, or an asset in bankruptcy, insolvency, receivership, or other judicial proceedings.

17.        TENANT DEFAULT.  The following shall be events of default:

     (a)        Failure of Tenant to pay any Base Rent or Additional Rent within five (5) days after written notice by Landlord that it is due or failure of Tenant to pay any other charge required under this Lease within five (5) days after written notice by Landlord that it is due. In no event, however, shall Landlord be obligated to provide Tenant with written notice of or an opportunity to cure Tenant’s failure to make a payment as required hereunder more than once in any twelve (12) month period.

     (b)        Failure of Tenant to execute the documents described in Section 22 or 23 within the time required under such Sections; failure of Tenant to provide or maintain the insurance required of Tenant pursuant to Section 4(d); or failure of Tenant to comply with any Law applicable to the Premises or the use of the Premises within 24 hours within written demand by Landlord.

     (c)        Failure of Tenant to comply with any term or condition or fulfill any obligation of this Lease (other than the failures described in Sections 17(a) or 17(b)), within thirty (30) days after written notice by Landlord specifying the nature of the default with reasonable particularity. If the default is of such nature that it cannot be completely remedied within the thirty (30) day period, this provision shall be complied with if Tenant begins correction of the default within the thirty (30) day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable. Landlord shall not be obligated to give written notice for the same type of default more than twice; at Landlord’s option a failure to perform an obligation after the second notice shall be an automatic Event of Default, without notice or an opportunity to cure.

     (d)        The bankruptcy or insolvency of Tenant or the occurrence of other acts specified in Section 16 of this Lease which give Landlord the option to terminate.

18.        REMEDIES ON TENANT DEFAULT.  In the event of a default, Landlord may, at Landlord’s option, exercise any one or more of the rights and remedies available to a landlord in the state in which the Premises are located to redress such default, consecutively or concurrently, including the following:

     (a)        Landlord may elect to terminate Tenant’s right to possession of the Premises or any portion thereof by written notice to Tenant. Following such notice, Landlord may re-enter, take possession of the Premises and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages. To the extent permitted by law, Landlord shall have the right to retain the personal property belonging to Tenant which is on the Premises at the time of re-entry, or the right to such other security interest therein as the law may permit, to secure all sums due or which become due to Landlord under this Lease. Perfection of such security interest shall occur by taking possession of such personal property or otherwise as provided by law.

     (b)        Following re-entry by Landlord, Landlord may relet the Premises for a term longer or shorter than the Term and upon any reasonable terms, including the granting of rent concessions to the new tenant. Landlord may alter, refurbish or otherwise change the character or use of the Premises in connection with such reletting. Landlord shall not be required to relet for any use or purpose which Landlord may reasonably consider injurious to its property or to any tenant which Landlord may reasonably consider objectionable. No such reletting by Landlord following a default by Tenant shall be construed as an acceptance of the surrender of the Premises. If rent received upon such reletting exceeds the Rent received under this Lease, Tenant shall have no claim to the excess.

     (c)        Following re-entry Landlord shall have the right to recover from Tenant the following damages:

        (i) All unpaid or other charges for the period prior to re-entry, plus interest at a rate equal to five percentage points in excess of the discount rate, including any surcharge on the discount rate, on 90-day commercial paper declared by the Federal Reserve Bank in the Federal Reserve district in which Portland, Oregon is located on the date the charge was due (the “Interest Rate”).

        (ii) An amount equal to the Rent lost during any period during which the Premises are not relet, if Landlord uses reasonable efforts to relet the Premises. If Landlord lists the Premises with a real estate broker experienced in leasing commercial property in the metropolitan area in which the Premises are located, such listing shall constitute the taking of reasonable efforts to relet the Premises.

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        (iii) All costs incurred in reletting or attempting to relet the Premises, including but without limitation, the cost of cleanup and repair in preparation for a new tenant, the cost of correcting any defaults or restoring any unauthorized alterations and the amount of any real estate commissions or advertising expenses.

        (iv) The difference between the Rent reserved under this Lease and the amount actually received by Landlord after reletting, as such amounts accrue.

        (v) Reasonable attorney’s fees incurred in connection with the default, whether or not any litigation is commenced.

     (d)        Landlord may sue periodically to recover damages as they accrue throughout the Term and no action for accrued damages shall be a bar to a later action for damages subsequently accruing. To avoid a multiplicity of actions, Landlord may obtain a decree of specific performance requiring Tenant to pay the damages stated in Section 18(c) above as they accrue. Alternatively, Landlord may elect in any one action to recover accrued damages plus damages attributable to the remaining Term equal to the difference between the Rent under this Lease and the reasonable rental value of the Premises for the remainder of the Term, discounted to the time of the judgment at the rate of six percent (6%) per annum.

     (e)        In the event that Tenant remains in possession following default and Landlord does not elect to re- enter, Landlord may recover all back Rent and other charges, and shall have the right to cure any nonmonetary default and recover the cost of such cure from Tenant, plus interest from the date of expenditure at the Interest Rate. In addition, Landlord shall be entitled to recover attorney’s fees reasonably incurred in connection with the default, whether or not litigation is commenced. Landlord may sue to recover such amounts as they accrue, and no one action for accrued damages shall bar a later action for damages subsequently accruing.

     (f)        The foregoing remedies shall not be exclusive but shall be in addition to all other remedies and rights provided under applicable law, and no election to pursue one remedy shall preclude resort to another remedy. Notwithstanding any provision herein to the contrary, Landlord shall have the duty to mitigate damages in accordance with Oregon law.

19.        DEFAULT BY LANDLORD; REMEDIES OF TENANT.  Subject to Section 24, if Landlord fails to perform any of its obligations under this Lease and such failure continues for more than thirty (30) days (unless a shorter period is set forth in this Lease) after delivery of Tenant’s written notice specifying the nature thereof, or if the failure is of a nature to require more than thirty (30) days to cure and continues beyond the time reasonably necessary to cure with the exercise of due diligence, such failure shall be deemed a default, If Landlord is in default and Tenant wishes to pursue a self-help remedy, Tenant shall first give Landlord an additional written notice to that effect and allow ten (10) days for Landlord to commence corrective action. If Landlord has not commenced the corrective action within that additional ten (10) day period, Tenant may proceed to cure the default and shall be entitled to reimbursement from Landlord of Tenant’s actual and reasonable costs in doing so. Tenant shall not be entitled to any right of set-off or abatement of rent.

20.        SURRENDER AT EXPIRATION.

     (a)        Condition of Premises.  Upon expiration of the Term or earlier termination Tenant shall deliver all keys to Landlord and surrender the Premises in broom clean condition subject to normal wear and tear. Improvements and alterations constructed by Tenant shall not be removed or restored to the original condition unless the terms of Landlord’s consent provides otherwise or unless Landlord requests Tenant to remove such improvements or alterations, in which event Tenant shall remove the same and restore the Premises except as otherwise provided in Section 7. Depreciation and wear from ordinary use for the purpose for which the Premises were let need not be restored, but all repair for which Tenant is responsible shall be completed to the latest practical date prior to such surrender. Tenant’s obligations under this Section 20 shall be subject to the provisions of Section 14 relating to damage or destruction.

     (b)        Fixtures.

        (i) All fixtures placed upon the Premises during the Term, other than above standard lighting and Tenant’s trade fixtures, shall, at Landlord option, become the property of Landlord. If Tenant removes any above-standard or specialty light fixtures it must replace them with comparable building standard fixtures. Building standard fixtures are Avante Recessed Direct Indirect or equivalent. Movable furniture, decorations, floor covering other than hard surface bonded or adhesively fixed flooring, curtains, drapes, blinds, furnishing and trade fixtures shall remain the property of Tenant if placed on the Premises by Tenant; provided, however, if Landlord granted Tenant an allowance for improvements, installation, floor coverings, curtains, drapes, blinds or other items, such items shall at Landlord’s option become the property of Landlord notwithstanding the installation thereof by Tenant.

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      (ii) If Landlord so elects, Tenant shall remove any or all fixtures which would otherwise remain the property of Landlord, and shall repair any physical damage resulting from the removal; provided, however, Tenant shall have no obligation to remove the Initial Tenant Improvements in the Premises. If Tenant fails to remove such fixtures, Landlord may do so and charge the cost to Tenant with interest at the Interest Rate. Tenant shall remove all furnishings, furniture and trade fixtures which remain the property of Tenant. If Tenant fails to do so, this shall be an abandonment of the property, and Landlord may retain the property and all rights of Tenant with respect to it shall cease. Landlord may effect a removal and place the property in public or private storage for Tenant’s account. Tenant shall be liable to Landlord for the cost of removal, transportation to storage, with interest on all such expenses from the date of expenditure at the Interest Rate.

      (iii) The time for removal of any property or fixtures which Tenant is required to remove from the Premises upon termination shall be as follows:

      (iv) On or before the date the Lease terminates because of expiration of the Term or because of a default under Section 17.

      (v) Within 30 days after notice from Landlord requiring such removal where the property to be removed is a fixture which Tenant is not required to remove except after such notice by Landlord, and such date would fall after the date on which Tenant would be required to remove other property.

      (vi) Tenant shall have no obligation to remove any telecommunication or data cabling infrastructure upon Lease expiration or earlier termination.

    (c)        Holdover.

      (i) If Tenant does not vacate the Premises at the time required, Landlord shall have the option to treat Tenant as a tenant from month-to-month, subject to all of the provisions of this Lease except the provision for the Term, and except the Base Rent provided herein shall be 150% of the Base Rent then in effect during the period of the month-to-month tenancy. Failure of Tenant to remove fixtures, furniture, furnishings or trade fixtures which Tenant is required to remove under this Lease shall constitute a failure to vacate to which this Section 20(c) shall apply if the property not removed will substantially interfere with occupancy of the Premises by another tenant or with occupancy by Landlord for any purpose including preparation for a new tenant.

      (ii) If a month-to-month tenancy results from a holdover by Tenant under this Section 20(c), the tenancy shall be terminable at the end of any monthly rental period on written notice from Landlord given not less than ten (10) days prior to the termination date which shall be specified in the notice. Tenant waives any notice which would otherwise be provided by law with respect to a month-to-month tenancy.

21.        ASSIGNMENT AND SUBLETTING.

     (a)        Landlord’s Consent.  Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Lease or sublet the Premises or any part thereof, or assign any right to use the Premises or any part thereof (each a “Transfer”) without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without such prior written consent shall be void and, at Landlord’s option, shall terminate this Lease. If Tenant requests Landlord’s consent to any Transfer, Tenant shall promptly provide Landlord with a copy of the proposed agreement between Tenant and its proposed transferee, which agreement must provide that that the transferee expressly assumes and agrees in writing to be bound by and directly responsible for all of Tenant’s obligations hereunder, and with all such other information concerning the business and financial affairs of such proposed transferee as Landlord may request. Landlord may withhold such consent if the proposed transferee (i) is reasonably unsatisfactory to Landlord as to credit, net worth, character and business or professional standing, (ii) is a person or entity whose possession of the Premises would be inconsistent with Landlord’s commitments with other tenants or with the mix of uses Landlord desires at the Property, or (iii) will not occupy the Premises for the use authorized under this Lease. Landlord’s consent to any such Transfer shall in no event release Tenant from its liabilities or obligations hereunder nor relieve Tenant from the requirement of obtaining Landlord’s prior written consent to any further Transfer. Landlord’s acceptance of rent from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or a consent to any Transfer. Tenant shall be permitted to transfer this Lease or to sublet the Premises without Landlord’s consent to (i) an entity controlling, controlled by or under common control with Tenant; (ii) in connection with a merger or consolidation or (iii) in connection with the sale of all or substantially all of Tenant’s stock or assets, provided that the transferee in such Permitted Transfer has a financial net worth at the time of such transfer equal to or greater than Tenant’s net worth at the date of execution of this Lease (“Permitted Transfer”). Tenant shall notify Landlord within thirty (30) days of any such Permitted Transfer

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     (b)        Payment to Landlord and Termination of Lease.

      (i) Landlord may, as a condition to its consideration of any request for consent to a proposed Transfer, impose a reasonable fee to cover Landlord’s administrative and legal expenses in connection therewith not to exceed $500.00. Such fee shall (i) be payable by Tenant upon demand, (ii) include all legal fees incurred by Landlord, and (iii) be retained by Landlord regardless of whether such consent is granted.

      (ii) If any such proposed Transfer provides for the payment of, or if Tenant otherwise receives, rent, additional rent or other consideration for such Transfer which is in excess of the Rent and all other amounts which Tenant is required to pay under this Lease (regardless of whether such excess is payable on a lump sum basis or over a term), then in the event Landlord grants its consent to such proposed Transfer, Tenant shall pay Landlord one half of the amount of such excess as it is received by Tenant. Any violation of this paragraph shall be deemed a material and noncurable breach of this Lease.

      (iii) Landlord shall have the option in lieu of granting consent to the Transfer, of terminating this Lease and releasing Tenant from its remaining obligations hereunder. The option granted to Landlord under this paragraph must be exercised within thirty (30) days after Landlord’s receipt of all information concerning such proposed Transfer which Tenant is required to provide pursuant to Section 21 (a).

      (iv) This Section 21 (b) shall not apply to a Permitted Transfer.

      (v) If Tenant is a corporation, the transfer, assignment or hypothecation of any stock or interest in such entity shall not be deemed a Transfer of this Lease within the meaning and provisions of this Section 21.

22.        SUBORDINATION.  Tenant’s interest hereunder shall be subject and subordinate to all mortgages, trust deeds, and other financing and security instruments placed on the Premises by Landlord from time to time (“Mortgages”) except that no assignment or transfer of Landlord’s rights hereunder to a lending institution as collateral security in connection with a Mortgage shall affect Tenant’s right to possession, use and occupancy of the Premises so long as Tenant shall not be in default under any of the terms and conditions of this Lease. Landlord shall use its best efforts to deliver a nondisturbance and attornment agreement from any existing lender in form and substance reasonably acceptable to Tenant within sixty (60) days of the full execution of this Lease as a precondition to Tenant’s obligation to pay Rent. The provisions of this Section 22 shall be self-operating. Nevertheless, Tenant agrees to execute and acknowledge an instrument in recordable form which expressly subordinates Tenant’s interest hereunder to the interests of the holder of any Mortgage, provided such subordination shall not affect Tenant’s right to possession, use and occupancy of the Premises so long as Tenant shall not be in default under any of the terms and conditions of this Lease, within ten (10) days after request by Landlord. As an accommodation to Landlord and at its request, Tenant shall furnish Landlord current and past balance sheets and operating statements certified as accurate and up to date by Tenant and in the form requested by the holder of any Mortgage to which Landlord applies for financing concerning the Property or any prospective purchaser of the Property.

23.        ESTOPPEL CERTIFICATE.  Tenant shall from time to time, upon not less than ten (10) days prior notice, submit to Landlord, or to any person designated by Landlord, a statement in writing, in the form submitted to Tenant by Landlord, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), that to the knowledge of Tenant no uncured default exists hereunder (or if such uncured default does exist, specifying the same), the dates to which the Rent and other sums and charges payable hereunder have been paid, that Tenant has no claims against Landlord and no defenses or offsets to rental except for the continuing obligations under this Lease (or if Tenant has any such claims, defenses or offsets, specifying the same), and any other information concerning this Lease as Landlord reasonably requests.

24.        FORCE MAJEURE.  Neither party shall be deemed in default for the nonperformance or for any interruption or delay in performance of any of the terms, covenants and conditions of this Lease, except for Tenant’s obligation to pay Rent and other charges under this Lease, if the same shall be due to any labor dispute, strike, lockout, civil commotion or like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain labor, services or materials, through acts of God, or other cause beyond the reasonable control of the party, providing such cause is not due to the willful act or neglect of the party.

25.        LANDLORD’S RIGHT TO CURE DEFAULT.  If Tenant shall fail to perform any of the covenants or obligations to be performed by Tenant, Landlord, in addition to all other remedies provided herein, shall have the option (but not the obligation) to cure such default after thirty days’ written notice to Tenant. All of Landlord’s expenditures incurred to correct the default shall be reimbursed by Tenant within thirty (30) days after demand with interest from the due date at the Interest Rate. Landlord’s right to cure defaults is for the sole protection of Landlord and the existence of this right shall not release Tenant from the obligation to perform all of the covenants herein provided to be performed by Tenant, or deprive Landlord of any other right which Landlord may have by reason of such default by Tenant.

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26.        ENTRY: CHANGES.  Landlord, Landlord’s agents and representatives, shall have the right to enter upon the Premises at reasonable times after reasonable notice (and without notice to perform janitorial services or in an emergency) for the purpose of inspecting the same, for the purpose of making repairs or improvements to the Premises or the Building in which the Premises are located, for performing janitorial services, for showing the Premises during the final ninety days of the Term, or for any other lawful purpose. Landlord may adopt any name for, or change the name of, the Property.

27.        FOR SALE AND FOR RENT SIGNS.  During the period of ninety days prior to the date for the termination of this Lease, Landlord may post on the Premises or in the windows thereof signs of moderate size notifying the public that the Premises are “for sale” or “for rent” or “for lease”.

28.        ATTORNEY’S FEES.  In the event a suit, action, arbitration, or other proceeding of any nature whatsoever, including without limitation any proceeding under the U.S. Bankruptcy Code, is instituted, or the services of an attorney are retained, to interpret or enforce any provision of this Lease or with respect to any dispute relating to this Lease, the prevailing or non-defaulting party shall be entitled to recover from the losing or defaulting party its attorneys’, paralegals’, accountants’, and other experts’ fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith. In the event of suit, action, arbitration, or other proceeding, the amount thereof shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal or review, and shall be in addition to all other amounts provided by law.

29.        NOTICES.  Any notice required or permitted under this Lease shall be in writing and shall be deemed given when actually delivered or when deposited in the United States mail as certified or registered mail, addressed to the addresses set forth in the Summary of Lease Provisions or to such other addresses as may be specified from time to time by either of the parties in the manner above provided for the giving of notice.

30.        BROKERS.  Landlord shall pay a commission to the Broker(s) specified in the Summary pursuant to a separate agreement that has been fully executed and delivered between the parties. Each party shall indemnify and defend the other party against any claims for any brokerage commissions, and all related attorney fees and expenses, arising out of any claim for a commission or fee by any other broker on the basis of any other agreements made or alleged to have been made by or on behalf of the indemnitor.

31.        LATE CHARGES.  Tenant acknowledges that late payment by Tenant to Landlord of any Rent due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs may include, without limitation, processing and accounting charges and late charges which may be imposed on Landlord under the terms of any Mortgage. Accordingly, if any Rent is not received by Landlord within ten (10) days after it is due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs incurred by Landlord by reason of the late payment by Tenant. Acceptance of any late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to the overdue amount in question, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

32.        RULES AND REGULATIONS.  Tenant and its employees and agents shall faithfully observe and comply with the rules and regulations for the Property attached as Exhibit C and such changes to such rules and regulations as Landlord may from time to time promulgate (the “Rules and Regulations”). Landlord shall not be liable to Tenant for any violation of the Rules and Regulations by any other person, including any other tenant.

33.         EFFECT OF FAILURE TO CONSENT.  If Tenant requests Landlord’s consent pursuant to any provision of this Lease and Landlord fails or refuses to give such consent, Tenant shall not be entitled to any damages as a result of such failure or refusal, whether or not unreasonable, it being intended that Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases in which Landlord has in fact acted unreasonably and has expressly agreed in writing not unreasonably to withhold its consent or may not unreasonably withhold its consent as a matter of law.

34.        COMMON AREAS.  Landlord retains the right to relocate, modify, alter or improve the common areas of the Property as Landlord may determine.

35.        PARKING.  Except as provided below, during the Term of this Lease, Landlord shall make available to Tenant up to seventy-four (74) parking spaces, of which 15 shall be located in the parking garage (reserved), and 59 shall be located on the surface lots (non-reserved). Landlord’s obligation pursuant to this Section 35 shall be limited to making such spaces available in whatever manner Landlord deems appropriate (attended, unattended, marked stalls, or other means), so long as the number of spaces referred to in this Section 35 are made available to Tenant. Landlord shall not reduce the available parking at anytime during the first three (3) years of the Term. After the third (3^rd) anniversary of the Lease Term, (i) if Landlord should sell

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a portion of the surface parking area, thereafter the number of surface parking spaces available to Tenant shall be reduced in the same proportion as the surface lot area is reduced; (ii) if Landlord should redevelop the Property and such activity results in a reduction of the available surface lot area, Landlord’s obligations to provide parking during the redevelopment period shall be limited to a total of 18 spaces, 15 of which are reserved in the garage and 3 spaces at location to be determined by Landlord. Landlord shall provide ninety (90) days advance written notice of such reduction. Following the completion of any redevelopment activity, Landlord will use its best efforts to again provide up to seventy-four (74) parking spaces to Tenant for the balance of the Term. If Tenant leases additional space in the Building after the Lease Commencement, Landlord’s obligations to provide parking shall be limited to two parking spaces for each 1,000 square feet of additional area leased by Tenant. Tenant shall be required to pay as rental for the spaces made available to, and used by, Tenant the established parking rates for the Building, as adjusted from time to time, and such sum shall be in addition to the Rents payable under this Lease. Tenant shall not park elsewhere at the Property without Landlord’s prior consent, which Landlord may withhold at its sole discretion. Tenant shall have the priority to lease additional spaces on a monthly basis over any spaces that may be provided to the general public (exclusive of preservation parking which may be granted to neighboring property owners).

36.        SIGNAGE AND ADVERTISING. Upon Commencement of the Lease, Tenant shall be entitled to have an approved form of building standard suite signage at the entry to the Premises and to be identified in all Building common area directory signage, which shall be installed at Landlord’s sole cost and expense. After the initial installation of Tenant’s door and directory signage, any changes to such signage will be at Tenant’s sole cost and expense. Tenant will not inscribe any inscription or post, place, or in any manner display any sign, notice, picture or poster, or any advertising matter whatsoever anywhere in or about the Premises or the Building, without first obtaining Landlord’s written consent thereto, which consent may be subject to such conditions as Landlord may deem reasonably appropriate.

37.        TRANSFER OF PROPERTY. If the Property is sold or otherwise transferred by Landlord or any successor, Tenant shall attorn to the purchaser or transferee and recognize it as the lessor under this Lease, and, provided the purchaser or transferee assumes Landlord’s obligations hereunder, the transferor shall have no further liability hereunder.

38.        NONRECOURSE LEASE. Tenant shall look only to Landlord’s estate and property in the Property (or the proceeds thereof) for the satisfaction of any judgment against Landlord resulting from a default by Landlord hereunder, and no other property or assets of Landlord or its partners or principals, disclosed or undisclosed, shall be subject to levy, execution, or other enforcement procedure for the satisfaction of any such judgment.

39.        MISCELLANEOUS PROVISIONS. This Lease does not grant any rights of access to light or air over any part of the Property. Time is of the essence of this Lease. The acceptance by Landlord of any Rent or other benefits under this Lease shall not constitute a waiver of any default. Any waiver by Landlord of the strict performance of any of the provisions of this Lease shall not be deemed to be a waiver of subsequent breaches of the same character or of a different character, occurring either before or subsequent to such waiver, and shall not prejudice Landlord’s right to require strict performance of the same provision in the future or of any other provision of this Lease. This Lease contains the entire agreement of the parties. Tenant is not relying on any representations by or agreements with Landlord or any agent of Landlord which are not expressly set forth in this Lease. All other representations and agreements are of no effect and are superseded by this Lease. This Lease shall not be amended or modified except by agreement in writing, signed by the parties hereto. Subject to the limitations on the assignment or transfer of Tenant’s interest in this Lease, this Lease shall be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors, and assigns. No remedy herein conferred upon or reserved to Landlord or Tenant shall be exclusive of any other remedy herein provided or provided by law, but each remedy shall be cumulative. In interpreting or construing this Lease, it is understood that Tenant may be more than one person, that if the context so requires, the singular pronoun shall be taken to mean and include the plural, and that generally all grammatical changes shall be made, assumed, and implied to make the provisions hereof apply equally to corporations, partnerships, and individuals. Section headings are for convenience and shall not affect any of the provisions of this Lease. If any provision of this Lease or the application thereof to any person or circumstance is, at any time or to any extent, held to be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. All agreements (including, but not limited to, indemnification agreements) set forth in this Lease, the full performance of which are not required prior to the expiration or earlier termination of this Lease, shall survive the expiration or earlier termination of this Lease and be fully enforceable thereafter. If Tenant is a corporation, partnership, or limited liability company, each person executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is duly incorporated or formed and validly existing under the laws of its state of incorporation or formation; Tenant has full right and authority to enter into this Lease and to perform all of the Tenant’s obligations under this Lease; and each person signing this Lease on behalf of Tenant is duly and validly authorized to do so.

40.        EXHIBITS AND ADDITIONAL PROVISIONS. Exhibit A1 (Outline of Premises), Exhibit A2 (Condenser Location), Exhibit A3 (Penthouse Restrooms), Exhibit A4 (Basement Server Room and Bicycle Parking), Exhibit A5 (Building Storage), Exhibit B (Work Agreement), Exhibit C (Rules and Regulations), Exhibit D (Guaranty of Lease), Exhibit E (Janitorial

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Service), Exhibit F (Rooftop Communication Equipment), Exhibit G (form of Lease Commencement Agreement) and the Addendum to Lease are attached hereto and by this reference incorporated herein.

THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT CONSTITUTE AN OFFER TO LEASE OR A RESERVATION OF OR OPTION FOR THE PREMISES. THIS DOCUMENT AND THE OBLIGATIONS HEREUNDER SHALL BECOME EFFECTIVE AND BINDING ON THE PARTIES ONLY UPON EXECUTION AND DELIVERY OF THIS LEASE BY TENANT AND BY LANDLORD.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first set forth above.

Landlord:	Tenant:
Harsch Investment Properties, LLC	Jive Software, Inc., a Delaware corporation
By JORDAN D. SCHNITZER	By DAVID HERSH
Print Name PRESIDENT	Print Name CEO
Title	Title

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EXHIBIT A1

OUTLINE OF PREMISES – THIRD FLOOR

Approximately 14,321 rentable square feet

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EXHIBIT A1

OUTLINE OF PREMISES – FOURTH FLOOR

Approximately 14,131 rentable square feet

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EXHIBIT A1

OUTLINE OF PREMISES – PENTHOUSE

Approximately 9,215 rentable square feet

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EXHIBIT A2

CONDENSER LOCATION

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EXHIBIT A3

PENTHOUSE RESTROOMS

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EXHIBIT A4

BASEMENT SERVER ROOM AND BICYCLE PARKING

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EXHIBIT A5

BUILDING STORAGE

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EXHIBIT B

WORK AGREEMENT

THIS WORK AGREEMENT is a part of that Lease dated January 31, 2008, by and between the undersigned Landlord and the undersigned Tenant. The capitalized, defined terms used in the Lease shall have the same meanings when used herein. In the event of any inconsistency between the provisions of this Work Agreement and those of the Lease, the provisions of this Work Agreement shall govern the rights of the parties.

1.        GENERAL

Landlord agrees to provide certain improvements in the Premises in accordance with this Work Agreement. Landlord shall pay up to Forty-Two Dollars per rentable square foot ($42.00/SF) (the “Tl Allowance”) towards the cost of designing and constructing the improvements in the Premises pursuant to the terms of this Work Agreement. Tenant is seeking approximately $480,000 from the Portland Development Commission for tenant improvements. Landlord shall cooperate with Tenant’s efforts to secure such financing. All costs in connection with the design and construction of the improvements in the Premises in excess of the Tl Allowance that are due to changes caused or requested by Tenant shall be paid for by Tenant within thirty (30) days after being billed by Landlord, unless Landlord shall agree, in writing, to allow the additional costs to be amortized over the Term of the Lease as provided for below. Throughout the process of design and construction of the Tenant improvements, Pat Bryant (“Tenant’s Construction Representative”) shall be available for onsite and telephone consultations with Pacific Crest Structures to make decisions as necessary. Tenant’s Construction Representative shall have the authority to bind Tenant as to all matters relating to the tenant improvements. Tenant shall be allowed to utilize up to $3.00 per square foot ($113,000) of the allowance on furniture, fixtures and equipment, telecommunications cabling, data center and moving costs. Landlord shall furnish and install the following improvements above and beyond the Tenant Improvement Allowance:

1. Floor: Floors are existing flat concrete

2. Perimeter, Exterior Rated Walls and Rated Demising Partitions: All building perimeter exterior walls and rated demising partitions shall be constructed to the minimum standards required for the fire rating dictated by the governing code or authority including insulation and fire taped sanded sheetrock, paint ready. Demising walls shall include a minimum of R11 batt insulation, and shall be constructed with a minimum of 3 5/8” metal studs at 16” O.C. with 5/8” fire rated sheetrock on both sides, taped, sanded and ready for paint.

3. Ceilings: The ceilings on the second floor are existing with ceiling grid, tile and light fixtures. The 3^rd, 4^th and penthouse ceilings will have no ceiling grid or light fixtures.

4. Doors: Existing exit doors and interior doors shall remain.

5. Glass & Glazing: New exterior glass and glazing shall be installed in accordance with the shell building design drawings and Title 25 energy calculation requirements.

6. Heating, Ventilating & Air Conditioning (HVAC): All floors except the 5^th Floor are served by central-station air handling units with heating water and chilled water coils. These units are fed by water-cooled chillers and gas-fired boilers located in the basement, and a cooling tower to dissipate chiller heat located on the roof (5^th Floor level). The 5^th Floor is served by an outdoor air handler with gas-fired heat and DX cooling. Units on 1^st through 5^th Floor are variable air volume (VAV). A DDC controls system will manage all HVAC functions. Landlord will provide the control system and VAV boxes. The exact location and number of VAV boxes shall be as shown in the Working Plans.

7. Fire Sprinklers: The building is fully protected by a wet pipe fire sprinkler system per NFPA 13. Sprinkler drops will be relocated per tenant drawings at tenant expense.

8. Restroom: Each floor is equipped with a full bathroom including water closets, urinals, lavatories and/or showers as follows:

Second floor will have 6 toilets, 1 urinal, 7 lavatories, and 2 showers (all existing)

Third floor will have 5 toilets, 2 urinals*, 4 lavatories, and 3 showers and a unisex restroom

Fourth floor will have 5 toilets, 2 urinals*, 4 lavatories, and 0 showers

Penthouse will have 5 toilets, 2 urinals*, 4 lavatories and 0 showers

         * Tenant shall pay for the second urinal on each of such floors

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9. Electrical: Each floor is fitted with at least three 120/208 volt standard power branch panelboards for use by tenant to feed its loads. The 5^th Floor will have a 400A panel. The second floor shall have twenty-eight new twenty amp circuits delivered to whips on the columns in addition to existing perimeter electrical.

10. Telephone: The communications provider point of demark is located in the Basement. Each floor is interconnected with conduits and sleeves to allow for tenant installation of communication cabling.

11. Fire Alarm: The upgraded analog addressable system is ready to support any tenant required detection or annunciation need. Any modification to the system will be at Tenants expense.

12. Security System: The building is void of any security system equipment available for tenant use. Tenants will need to provide this equipment for their space.

13. Utility/Janitor Closet: Landlord shall provide one utility/janitor closet on Fourth floor at a mutually acceptable location.

14. Carpet: Prior to temporary occupancy, Landlord shall re-carpet Second floor with Building Standard carpet to be mutually agreed upon between Landlord and Tenant.

15. Elevators: Landlord has confirmed that the passenger elevators can be retro-fitted to allow the ability to “lock off” floors. Landlord will perform such retro-fitting, including the installation of traveler cables, at Landlord’s expense. Landlord and Tenant will each pay an equal share of the costs associated with tying the passenger elevators to the key-fob security system for access to the parts of the Premises located on the Third Floor, Fourth Floor and Penthouse.

16. Security: Landlord shall install a key-fob type security system to the Building which will control access to the main entry doors and the driveway roll-up door. At Tenant’s sole cost and expense, Landlord shall contract for the installation of a security system to control access to Tenant’s bicycle storage, server room, and storage areas in the basement. Maintenance, repairs, and replacement of the security system shall be included in Operating Expenses.

17. Sub-Metering: Landlord will pay costs associated with sub-metering Tenant’s data center room and UPS system.

2.        DESIGN OF TENANT IMPROVEMENTS

2.1        Tenant shall retain the services of a space planner or architect of its own selection to prepare the necessary drawings, including without limitation Basic Plans and Working Plans as described below for construction of the tenant improvements (the “Basic Plans”). In addition to the Tl Allowance, Landlord shall grant Tenant an allowance of $0.15 per square foot to be applied to preparation of the initial space plan. All other costs for space planning, preparation of final construction documents, permits and fees shall be deducted from the Tl Allowance.

2.2        Within five (5) business days after Tenant delivers to Landlord a copy of the Basic Plans, Landlord shall either approve the Basic Plans or shall set out the revisions requested by Landlord to the Basic Plans. Tenant shall clearly identify and locate on the Basic Plans any equipment requiring special plumbing or mechanical systems, areas subject to above normal loads, special openings in the floor, ceiling, or walls, and other major or special features.

2.3        Landlord shall review any revisions made to the Basic Plans and shall, in writing within five (5) business days after receipt, either approve the revised Basic Plans or reject them, in which case Landlord shall specify in reasonable detail the deficiencies in the Basic Plans as submitted. If the Basic Plans are rejected, Tenant shall resubmit required changes to the Basic Plans as soon as practical until Landlord’s approval has been obtained. Following Landlord’s approval of the Basic Plans, Tenant’s space planner or architect shall produce full working drawings for construction sufficient to obtain all necessary permits and with sufficient detail to construct the improvements, including specifications for every item included thereon (the “Working Plans”).

2.4        Tenant shall be responsible for delays and additional costs in completion of the design and construction of Tenant’s improvements caused by changes made by Tenant or at its request to the Working Plans after Landlord delivers them to Tenant or by delays in delivery of special materials requiring long lead times.

2.5        Landlord shall permit Tenant to construct internal staircases connecting Tenant’s Premises. All costs associated with the internal staircase between the Third and Fourth Floors and the Fourth floor and Penthouse, if desired by Tenant, shall come out of the Tl Allowance.

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3.        CONSTRUCTION OF TENANT IMPROVEMENTS

3.1        Upon completion of the Working Plans and at the request of Tenant, Landlord and its contractor shall provide to Tenant in writing an estimate of the cost of improvements to be provided at Tenant’s expense pursuant to Section 1 of this Work Agreement. Within ten days after Tenant’s receipt of such estimated cost, Tenant shall delete any items which Tenant elects not to have constructed and shall authorize construction of the balance of the improvements. In the absence of such written authorization, Landlord shall not be obligated to commence work on the Premises and Tenant shall be responsible for any costs due to any resulting delay in completion of the Premises.

3.2        Tenant acknowledges that the cost of the improvements will exceed the Tl Allowance. Tenant shall be responsible for all costs that exceed the Tl Allowance. Once the Tl Allowance has been exceeded, Landlord shall present progress billings to Tenant every thirty (30) days, and Tenant shall pay each progress billing within fifteen (15) days of receipt.

3.3        If Tenant desires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and specifications necessary to show and explain changes from the approved Working Plans. Any such change shall be subject to Landlord’s approval. Landlord or its contractor shall notify Tenant in writing of the amount, if any, which will be charged or credited to Tenant to reflect the cost of such change relative to the Tl Allowance. If changes to the Working Plans result in the cost of the work being less than the Tl Allowance, the Base Rent shall be reduced to reflect the amortized cost savings over the Term of the Lease at the rate of ten percent (10%) per annum.

3.4        If Tenant requests that its contractor be permitted to perform any work in connection with the improvements on the Premises and Landlord consents, in writing, to that request, such work shall conform to the following requirements:

     3.4.1      Such work shall proceed only upon Landlord’s written approval of the public liability and property damage insurance carried by Tenant’s contractor. Landlord shall have the right to require Tenant’s contractor to post a payment or performance bond in an amount equal to the estimated cost of the work to be performed by such contractor. Tenant shall supply Landlord with the name, address, and emergency telephone number for Tenant’s contractor and all subcontractors retained by Tenant’s contractor.

     3.4.2      All such work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable governmental regulations and all applicable safety regulations established by Landlord or its contractor for the Building generally. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant’s failure to comply with all applicable governmental regulations.

     3.4.3      Landlord may require that all such work be performed by union labor in accordance with any union labor agreements applicable to the trades being employed at the site.

     3.4.4      All such work shall be scheduled through Landlord and shall be performed in a manner and at times which do not impede or delay any work on the Premises being performed by Landlord’s contractor.

     3.4.5      Tenant’s contractor shall store any materials only in the Premises or in such other space as may be designated by Landlord or its contractor from time to time. All trash and surplus construction materials shall also be stored within the Premises and shall be promptly removed from the Property.

     3.4.6      Tenant’s entry into the Premises for any purpose, including without limitation inspection or performance of work by Tenant’s contractor, prior to the Commencement Date, shall be subject to all the terms and conditions of the Lease, including without limitation the provisions of the Lease relating to the maintenance of insurance, but excluding the provisions of the Lease relating to the payment of rent. Tenant’s entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors.

     3.4.7      Tenant shall indemnify and hold harmless Landlord from and against any and all claims, losses, liabilities, and expenses (including without limitation attorneys’ fees) arising out of or in any way related to the activities of Tenant’s contractors (and any subcontractors) in the Premises or the on the Property. Without limiting the generality of the foregoing, Tenant shall promptly reimburse Landlord upon demand for any extra expense incurred by the Landlord as a result of faulty work done by Tenant or its contractors, any delays caused by such work, or inadequate clean-up.

3.5        Landlord shall not charge any oversight fees or supervisory fees during the tenant improvement construction period.

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4.          Timing and Delays.

4.1        Phase Target Substantial Completion Dates.  Subject to the extension rights and the other provisions contained herein, and subject to the parties approving the Working Plans and the estimate of costs no later than February 29, 2008, Landlord shall substantially complete the Tenant Improvements for each applicable Phase as follows (herein the “Phase Target Substantial Completion Date”):

Phase 1 – 2nd Floor	June 1, 2008
Phase 2 – 3rd Floor	June 1, 2008
Phase 3 – 4th Floor	January 1, 2009
Phase 4 – Penthouse	January 1, 2009

If the parties approve the Working Plans Specifications and costs estimate on a later date, then such approval shall include approval of mutually acceptable Phase Target Substantial Completion Dates.

4.2        Delays.  The applicable Phase Target Substantial Completion Date, all other dates for performance of obligations by Landlord under this Work Agreement, and all dates upon which Tenant may enjoy or exercise rights under this Work Agreement, shall each be extended by the number of days of delay occasioned by:

(a)        Any agreed upon extension of the dates for performance or agreement hereunder;

(b)        Any occurrences, conditions, or events beyond the reasonable control of Landlord, including, without limitation, by weather, acts of God, shortages or delays in labor or materials, strikes, or delays in governmental inspections and/or in the issuance of permits, approvals, or certifications, or any other occurrence, condition, or event beyond such reasonable control; and

(c)        Any act, failure, or omission attributable to Tenant, its agents, contractors, or employees, including (i) any additional time related to changes in the Working Plans requested by Tenant, and/or (ii) any failure by Tenant to provide information or a decision within five (5) business days of request (such as a color selection or approval of a sample) or within such shorter period as is requested by the general contractor.

4.3        Remedies for Landlord Delay.  In the event Landlord fails to substantially complete the Tenant Improvements for any applicable Phase within seventy-five (75) days following the Phase Target Substantial Completion Date for Phases 1 and 2, and forty-five (45) days for Phases 3 and 4, as the same may have been adjusted pursuant to this Work Agreement (herein the “Allowed Grace Period”), then Tenant shall have the following rights and remedies (these are the sole and exclusive rights and remedies of Tenant for any such failure by Landlord): (a) for each additional day of delay in the applicable Substantial Completion Date of any Floor beyond the Allowed Grace Period, Tenant shall receive one (1) day of free Base Rent credit for such Floor against Base Rent first due hereunder for such Floor, up to a maximum of ninety (90) days of such credit; and (b) if the Substantial Completion Date is not achieved by the ninety-first (91^st) day following the Allowed Grace Period (the “Outside Date”), Tenant may terminate the Lease, including this Amendment, by written notice given within ten (10) days following the Outside Date, in which event Tenant shall immediately vacate any Floors then occupied by Tenant and neither party shall have any further obligation or liability hereunder; provided, however, (i) Tenant shall have no other, further or later right to terminate this Lease by reason of delay in substantial completion of the Tenant Improvements, and (ii) the applicable Phase Target Substantial Completion Date (and therefore also the last day of the Allowed Grace Period) shall be automatically extended by the number of days of delay of any of the types discussed in Section 4.2 above, it being the intention of the parties that this Base Rent credit and this termination right are to accrue only in the case of excessive delay which is not covered by any provision or description in Section 4.2 above. The remedies set forth in this Section 4.3 shall be the sole and exclusive remedies of Tenant in the event of delays in substantial completion of the Tenant Improvements. In no event shall Landlord be responsible for any other damages or claims, including any consequential or incidental damages, unless caused by the intentional misconduct of Landlord.

5.         Completion and Inspection.

5.1        Substantial Completion.  Landlord shall be deemed to have substantially completed the Tenant Improvements as to the portion of the Premises located on any Floor in conformity with the Working Plans upon (a) the issuance by the City of Portland of a certificate of occupancy or a temporary certificate of occupancy for the affected space, which does not contain any condition preventing occupancy and use of applicable space (herein the “Certificate of Occupancy”), and (b) the issuance by Henneberry Eddy (the “Architect”) of a certificate stating that, except for any then remaining Punchlist Items, construction of the Tenant Improvements for each such space has been substantially completed according to the Working Plans (herein the “Architect’s Certificate”). The date upon which such substantial completion occurs as to a given Phase is herein referred to as the “Substantial Completion Date” for that Phase. However, if any Tenant delay (as described in Section 4.2(c) above) occurs,

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then Landlord shall be deemed to have Substantially Completed the Tenant Improvements for that Phase on the date Landlord could have done so absent such delay.

5.2        Inspection and Creation of Punchlist.  Approximately thirty (30) days prior to the date which Landlord anticipates to be the Substantial Completion Date for a particular Phase, Landlord shall deliver to Tenant written notice of the expected Substantial Completion Date for such space. Approximately five (5) days prior to the anticipated Substantial Completion Date for each Phase, representatives of Landlord and Tenant shall make a joint inspection of such space to create an agreed upon list of items yet to be substantially completed. The items included in such list which do not materially interfere with Tenant’s use or occupancy of the space are herein referred to as the “Punchlist Items”. If the parties are unable to agree whether any particular item is to be included as a Punchlist Item, then the decision of the Architect as to such item shall be binding.

5.3        Performance of Punchlist Work; Final Completion.  Landlord shall complete Punchlist Items after the applicable Phase Substantial Completion Date. The existence of Punchlist Items shall not delay delivery of possession or the Commencement Date of the Lease. Tenant shall be given possession of the applicable portion of the Premises upon the applicable Substantial Completion Date, but Landlord shall continue to have complete access to such portion of the Premises for the purpose of taking any and all steps related to then remaining Punchlist Items and completing work for other Phases, and Tenant shall cooperate to facilitate such steps. The obligation of Landlord to perform punchlist work shall be to perform the same to an industry standard level, not to perfection; any disagreement as to whether an item of punchlist work has been performed to industry standard shall be resolved by the Architect. If Landlord fails to complete any particular Punchlist Item within thirty (30) days after written notice from Tenant that the same has remained uncompleted for thirty (30) or more days following the applicable Substantial Completion Date, and if such failure is not due to a cause beyond the reasonable control of Landlord, then Tenant may perform the necessary correction, in which event Landlord shall reimburse Tenant for all actual out-of-pocket expenses incurred in such correction upon delivery by Tenant of substantiation of the amount of such expense. Landlord shall be deemed to have fully and finally completed its construction obligations hereunder upon the date (herein the “Final Completion Date”) that Landlord shall have completed its punchlist obligations.

5.4        Estoppel Certificate.  Upon request by Landlord made from time to time on or after the Substantial Completion Date of all Phases, Tenant shall execute and deliver an estoppel certificate stating that Landlord’s construction obligations under this Work Agreement have been finally completed except for any then remaining Punchlist Items specifically identified by Tenant in such certificate. In the event Tenant fails to execute and to deliver such a certificate within ten (10) business days of request by Landlord, then Landlord shall have the right to issue such a certificate and the same shall be binding upon Tenant unless and to the extent Tenant delivers specific written objection to the content of such certificate to Landlord within five (5) business days following delivery of a copy of such certificate by Landlord to Tenant in a manner allowed under the Lease for the giving of notices.

6.          Tenant’s Work.

Tenant may, after receipt of Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and as stated in Section 1 (c) of the Lease, enter onto the applicable Floor of the Premises during Landlord’s construction of the Tenant Improvements for the purpose of installing telephone and data center cabling and equipment, all at Tenant’s expense. Tenant shall not interfere with Landlord’s Work and specifically recognizes that Section 4.2(c) will be applicable if Landlord’s Work is delayed as a result of Tenant’s entry.

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EXHIBIT C

RULES AND REGULATIONS

Except as otherwise provided in the Lease, the following Rules and Regulations shall apply:

1. The lobbies, corridors, elevators, sidewalks, halls, passages, exits, entrances, and parking areas of the Property (if any) shall not be obstructed by Tenant or used by it for any purpose other than access to the Premises. Tenant shall not go on the roof of the Building, except in such areas, if any, as Landlord may designate as “common areas” from time to time.

2. No awning, canopy, or other projection of any kind shall be installed over or around the windows or entrances of the Premises and only such window coverings as are approved by Landlord shall be used in the Premises.

3. The Premises shall not be used for lodging or sleeping. No cooking shall be done or permitted by Tenant on the Premises, except the preparation of coffee, tea, and similar items for Tenant and its employees.

4. Landlord will furnish Tenant with up to 50 keys to the Premises, free of charge. No additional locking devices shall be installed without the prior written consent of Landlord, and Tenant shall furnish Landlord with a key for any such additional locking device. Tenant, upon the termination of its tenancy, shall deliver to Landlord all keys to doors in the Premises.

5. Tenant shall not use or keep in the Premises or the Property any kerosene, gasoline, or other flammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by Landlord.

6. In case of invasion, mob, riot, public excitement, or other circumstances rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Property by such action as Landlord may deem appropriate, including closing entrances to the Property.

7. The doors of the Premises shall be closed and securely locked at such time as Tenant’s employees leave the Premises. Each tenant, before closing and leaving its premises at any time, shall turn out all lights.

8. The toilet rooms, toilets, urinals, wash bowls, and other apparatus in the Premises and the Property shall not be used for any purpose other than that for which they are intended, no foreign substance of any kind shall be deposited therein, and any damage resulting from Tenant’s misuse shall be paid for by Tenant.

9. Except with the prior written consent of Landlord, the Premises shall not be used for manufacturing of any kind, or for any business or other activity other than that specifically permitted under Tenant’s Lease.

10. Landlord reserves the right to restrict smoking to particular areas of the Property or to designate all or any portion of the Property (including the Premises) as a no-smoking area.

11. Tenant shall not use in the Premises or the Property any hand truck not equipped with rubber tires and side guards, nor any other material-handling equipment not approved in writing by Landlord. No other vehicles of any kind shall be brought by Tenant into the Premises.

12. Tenant shall store its trash and garbage within the Premises until daily removal to such location on the Property as may be designated from time to time by Landlord. No material shall be placed in the Property trash boxes or receptacles if such material may not be disposed of in the ordinary and customary manner in the Portland, Oregon metropolitan area without being in violation of any law or ordinance governing such disposal.

13. All loading and unloading of equipment, furniture, supplies, and other matter to or from the Premises shall be made only through such entryways and at such times as Landlord may designate from time to time. Tenant shall not obstruct or permit the obstruction of any loading areas used by Landlord or other tenants in the Property and at no time shall Tenant park vehicles in a loading area except for loading and unloading.

14. Canvassing, soliciting, peddling, and distributing of handbills or other written material on the Property is prohibited and Tenant shall cooperate to prevent the same.

15. Landlord may direct the use of pest extermination and scavenger contractors with 24 hours notice at such intervals as Landlord may determine.

16. Employees of Landlord shall not perform any work for or on behalf of Tenant or do anything outside of their regular duties unless under special instructions from Landlord.

17. Tenant’s employees shall park only in those areas of the Property designated in writing by Landlord from time to time for such purpose. Any vehicle improperly parked by an employee of Tenant may be towed or otherwise removed by Landlord at Tenant’s expense and Tenant shall indemnify Landlord from any liability in connection with such removal.

18. Landlord at its election may refuse admission to the Property outside of business hours on business days (as established by Landlord) to any person not producing identification satisfactory to Landlord. If Landlord issues identification passes, Tenant

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shall be responsible for all persons for whom it issues any such pass and shall be liable to Landlord for all acts or omissions of such persons.

19. The windows that reflect or admit light and air into the halls, passageways or other public places of the Building shall not be covered or obstructed by any tenant, nor shall any bottles, parcels or other articles be placed on the window sills.

20. No vehicles, animals, fish or birds of any kind shall be brought into or kept in or about the premises of any tenant or the Building.

21. No noise, including, but not limited to, music or the playing of musical instruments, recordings, radio or television, which, in the judgment of Landlord, might disturb other tenants of the Building, shall be made or permitted by any tenant.

22. No tenant shall occupy or permit any portion of its premises to be occupied as an office for a public stenographer, public typist, printer or photocopier without the prior written consent of Landlord. No office tenant shall use its premises, or permit any part thereof to be used, for manufacturing or the sale at retail or auction of merchandise, goods or property of any kind or for the possession, storage, manufacture, or sale of liquor, narcotics, dope, tobacco in any form, or as a barber, beauty or manicure shop, or as school.

23. Landlord shall have the right to prescribe the weight and position of safes and other objects of excessive weight, and no safe or other object whose weight exceeds the lawful load for the area upon which it would stand shall be brought into or kept upon any tenant’s premises. If, in the judgment of Landlord, it is necessary to distribute the concentrated weight of any heavy object, the work involved in such distribution shall be done at the expense of the tenant and in such manner as Landlord shall determine.

24. No machinery or mechanical equipment other than ordinary portable business machines may be installed or operated in any tenant’s premises without Landlord’s prior written consent which consent shall not be unreasonably withheld or delayed, and in no case shall any machines or mechanical equipment be so placed or operated as to disturb other tenants. Machines and mechanical equipment which may be permitted to be installed and used in tenant’s premises shall be equipped, installed and maintained so as to prevent any disturbing noise, vibration or electrical or other interference from being transmitted from such premises to any other area of the Property.

25. Nothing shall be done or permitted in any tenant’s premises, and nothing shall be brought into or kept in any tenant’s premises, which would impair or interfere with the economic heating, cleaning or other servicing of the Property or the premises, or the use or enjoyment by any other tenant of any other premises, nor shall there be installed by any tenant any ventilating, air conditioning, electrical or other equipment of any kind which, in the reasonable judgment of Landlord, might cause any such impairment or interference.

26. Window coverings for all windows in each tenant’s premises above the ground floor shall be lowered as reasonably required because of the position of the sun, during the operation of the Building air-conditioning system (if any) to cool or ventilate the tenant’s premises.

27. Landlord may waive any one or more of these Rules and Regulations in favor of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of these Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.

28. The word “Tenant” as used in these Rules and Regulations shall mean and include Tenant’s assigns, agents, clerks, employees, licensees, invitees, and visitors. The word “Landlord” as used in these Rules and Regulations shall mean and include Landlord’s assigns, agents, clerks, employees, licensees, invitees, and visitors.

29. These Rules and Regulations are in addition to, and shall not be construed in any way to modify, alter, or amend, in whole or part, the terms, covenants, agreements, and conditions of Tenant’s Lease. In the event of a conflict between these Rules and Regulations and Tenant’s Lease, the Lease shall govern.

30. Landlord reserves the right to amend these Rules and Regulations and to make such other reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care, and cleanliness of the Property and for the preservation of good order therein.

31. Except for reasonable, short-term periods of time (such as out-of-town business trips, etc.), Tenant shall not park any vehicles on the Property overnight or permit any of its vehicles to remain at the Property after Tenant’s business hours; provided that any vehicle which is temporarily disabled or which cannot be moved due to inclement weather may be left at the Property for up to, but not more than, 24 hours. The parking areas are intended to function as daily business-hours parking only and not for vehicle storage.

32. Tenant shall not install any radio, television, or similar antenna or aerial, nor any loudspeaker or other device, on the roof, exterior walls, or grounds of the Property without the prior approval of Landlord.

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EXHIBIT D

GUARANTY OF LEASE

(Intentionally Omitted)

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EXHIBIT E

JANITORIAL SERVICE

The intent of these Cleaning Specifications is to identify the minimum requirements to the building neat, clean and sanitary at all times. The tasks and frequencies outlined herein are the guidelines by which the day-to-day cleaning of the facility will be directed. In no instance do they limit the duties of Facilities Services Group, its employees or its subcontractors in their obligation and commitment to maintain the facility at an outstanding level of cleanliness on a day-to-day basis.

SCOPE OF WORK:

CLEANING SCHEDULE - DAILY SERVICES:

1. Empty all waste receptacles, depositing trash into designated containers. Replace liners as needed.

2. Dust all furniture including desks, chairs, tables and accessories. (Papers and folders on desks are not to be disturbed.)

3. Dust all exposed file cabinets, bookcases and shelves.

4. Clean, polish and sanitize all drinking fountains with approved products.

5. Low dust all horizontal surfaces to a hand height of seventy (70) inches, including sills, shelves, moldings, ledges, picture frames, ducts, etc.

6. High dust above hand height all horizontal surfaces.

7. Control appearance of all vertical surfaces by dusting daily or as needed.

8. Thoroughly clean and sanitize all counter tops.

9. Remove handprints and smudges from all lobby and employee door glass.

10. Spot clean interior re-lites and door glass.

11. Clean and polish as necessary lobby door frames, light switches, kick and push plates, handles, railings, door thresholds and elevator tracks.

12. Clean dirt and smudges from all light switches, doors, push plates, and elevator cabs.

13. Control appearance of all furniture by cleaning and polishing daily, or as needed.

14. Clean and sanitize all restrooms to include:

a) Clean, sanitize and polish all fixtures including toilet bowls, toilet seats, urinals and sinks.

b) Clean and polish all chrome fittings and fixtures.

c) Clean and polish mirrors and glass.

d) Empty all trash and replace liners.

e) Clean and polish all dispensers, trash receptacles, and splash plates.

f) Spot clean all vertical surfaces including partitions, doors, walls, etc.

g) Dust partitions and all horizontal surfaces.

h) Refill all dispensers to normal limits.

15. Control appearance and cleanliness of all resilient and hard surface floors by:

a) Dust mop, sweep or vacuum (using backpack vacuum - suction only).

b) Damp mop with water and approved cleaner/disinfectant.

16. Control appearance and cleanliness of all carpet by vacuuming and spot cleaning daily.

17. Maintain a clean and sanitary appearance in lunch rooms by:

a) Wash and sanitize table tops, counter tops, sinks and adjacent areas using approved disinfectant cleaner.

b) Damp clean chairs, table pedestals and legs.

c) Refill all dispensers to normal limits.

d) Empty all trash and replace liners.

CLEANING SCHEDULE - WEEKLY SERVICES:

1. Clean all interior re-lite and door glass.

2. Dust Venetian window blinds.

3. Dust diffuser outlets in ceiling including restrooms.

4. Wash waste receptacles as needed.

5. Clean and polish bright metal to hand height.

6. Dust paneling (vertical surfaces).

7. Dust all ledges to remove dust and cobwebs.

8. Dust all door jambs.

QUARTERLY SERVICES:

1. Scrub and refinish hard surface floors as needed to maintain a clean appearance.

QUARTERLY SERVICES (recommended):

1. Clean all common area carpeting throughout the building.

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EXHIBIT F

ROOFTOP COMMUNICATION EQUIPMENT

Landlord shall permit Tenant to place a single satellite dish not to exceed 24” in diameter on the roof of the Building in which the Premises are located and to install related cabling (collectively, the “Equipment”) subject to the following terms and conditions.

1.        Tenant shall submit to Landlord for its approval complete plans and specifications for the Equipment and its installation. Landlord shall have the right to require modifications to such plans and specifications. Landlord’s approval does not constitute a representation by Landlord that the Equipment is adequate or shall function to suit Tenant’s needs, nor that the Equipment will not cause interference with the communications of others.

2.        The following provisions shall apply to any installation of Equipment:

(a)  Tenant shall obtain all necessary permits and approvals for the installation and operation of the Equipment. Tenant shall at all times comply with all such permits and approvals, and all other legal requirements applicable to the Equipment. Tenant shall deliver to Landlord such information regarding the Equipment as Landlord may request from time to time.

(b)  The Equipment shall be installed and operated strictly as set forth in the approved plans and specifications. Upon completion, Tenant shall provide “as built” plans and specifications to Landlord. The rights granted to Landlord by Paragraph            of the Lease, dealing with Alterations, shall apply to the Equipment.

(c)  Tenant shall operate the Equipment in such a manner as to avoid interference with the communications of any third party and to avoid causing any health risk. Tenant shall, if necessary, cease use of the Equipment in order to comply with this provision.

(d)  The Equipment shall be used solely to provide communications services for use by Tenant at the Premises. Without limiting the generality of the foregoing, Tenant shall in no event (i) use or allow use of the Equipment to provide telecommunications or any other service to any other tenant of the Building, or (ii) use or allow use of the Equipment by any communications company or other third party.

3.        Tenant agrees that its insurance policies required under this Lease must insure the Equipment and any related liabilities. In addition to all other indemnity obligations of Tenant, Tenant agrees that it will defend, indemnify and hold harmless Landlord and its agents from any claim, cause of action or damage, including bodily injury or death, caused by or in any way related to or arising from the installation or use of the Equipment.

4.        The other Lease obligations of Tenant shall not be affected, nor shall Landlord have any liability, by reason of (a) any refusal or conditioning of Landlord’s consent to installation of Equipment, (b) any inability of Tenant to install or use the Equipment, (c) any casualty to the roof or other portion of the Building which affects installation or use of the Equipment, or (d) any exercise by Landlord of any right set forth in this Paragraph.

5.        Tenant shall immediately remove the Equipment upon (a) the expiration of this Lease or the termination of this Lease or of Tenant’s right of possession, (b) any assignment, sublease or other Transfer, (c) exercise by Landlord of a right to require removal pursuant to the provisions of this Lease, or (d) such earlier time as Tenant desires following written notice required hereunder. Tenant shall, at that time, remove all of the Equipment and make such repair and restoration to the Building as is necessary to return the same to its prior condition and as otherwise may be required by Landlord; provided, Landlord may elect to require that Tenant leave in place and convey to Landlord ownership of all or any of the cabling connecting the roof top location used by Tenant to the Premises.

6.        All access to the roof of the Building shall be only at such times and by such personnel as shall have been approved, in advance, by Landlord. Landlord shall have the right to require that any roof work be conducted by a contractor designated by Landlord; Landlord shall have no liability for such designation. Tenant shall not enter any premises leased to any other tenant nor install or use Equipment in a manner which disturbs any tenant. If Landlord undertakes any repair, maintenance, restoration or remodeling activity on the roof or in other areas affected by the Equipment, Landlord may require that any Equipment be removed and reinstalled, or be relocated, as may be necessary in connection with such Landlord activity, all at the expense of the Tenant

7.        Nothing herein shall be construed as granting to Tenant any exclusive right to install or use any antenna or other communications device.

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EXHIBIT G

LEASE COMMENCEMENT AGREEMENT

Date:

Re:

In connection with the Lease dated       , between        (“Landlord”), and         . (“Tenant”), under the terms and conditions of the Lease, and pursuant to the provisions of said Lease, the parties acknowledge and agree to the following:

1. The Commencement Date of the Lease shall be       .

2. Base Rent and Additional Rent shall commence       .

3. The Expiration Date of the Lease shall be         , unless sooner terminated as described in the Lease.

4. In all other respects, the terms and conditions of the Lease remain as originally specified.

ACKNOWLEDGED AND AGREED:

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ADDENDUM TO LEASE

This Addendum to Lease is attached to and made a part of that certain Lease dated February 25, 2008, between Harsch Investment Properties, LLC, an Oregon limited liability company (“Landlord”) and Jive Software, Inc., a Delaware corporation (“Tenant”), for the Premises located at 915 SW Stark Street, Portland, Oregon. The provisions of this Addendum to Lease shall supersede any inconsistent or conflicting provisions of the Lease.

41.        Expansion Option and Right of First Refusal/Offer.

  A.        The following Expansion Option shall be in effect through June 30, 2008. So long as Tenant is not in default of this Lease, Tenant shall have the option to lease the second floor of the Building which contains approximately 14,467 rentable square feet (Expansion Area) on the same terms and conditions as the balance of the Premises, except that i) Tenant shall accept the Premises in its AS-IS condition, ii) the restrooms shall be refinished to be reasonably consistent with those on the Third Floor, Fourth Floor and Penthouse, iii) the Tenant Improvement Allowance shall be $35.00 per square foot (less Landlord’s cost for installation of the new carpet described in Paragraph 46 of this Addendum to Lease), iv) the delivery date for the Second floor shall be March 1, 2009, and v) the Base Rent schedule shall be as follows:

March 1, 2009 through April 30, 2009	$0.00
May 1, 2009 through September 30, 2009	$25.20 per square foot
October 1, 2009 through September 30, 2010	$25.95 per square foot
October 1, 2010 through September 30, 2011	$26.72 per square foot
October 1, 2011 through September 30, 2012	$27.52 per square foot
October 1, 2012 through September 30, 2013	$28.34 per square foot

Tenant may exercise the option by written notice to Landlord on or before April 1, 2008. If Tenant fails to exercise its Expansion Option, Tenant shall reimburse Landlord fifty percent (50%) of Landlord’s costs associated with installation of the carpeting in the Expansion Area.

  B.        If Tenant fails to exercise this option the following Right of First Refusal/Offer shall be in effect through December 31, 2008. So long as Tenant is not in default of this Lease, if Landlord should receive a written offer from any third party to lease the second floor of the Building (Expansion Area) on terms acceptable to Landlord or if Landlord should receive a request to make a written proposal to lease any portion of the Expansion Area to a third party (each a “Bona Fide Offer”), Landlord shall notify Tenant of the terms and conditions of said Bona Fide Offer. Tenant shall have five (5) business days after receipt of said notification from Landlord to give written notice to Landlord that Tenant is prepared to lease the offered portion of the Expansion Area from Landlord upon the same terms and conditions as are contained in the Bona Fide Offer, except that the duration of the lease term applicable to the Expansion Area for Tenant shall coincide with the Term of this Lease. If Tenant declines to exercise this right of first refusal, Landlord may enter into a lease for the subject area with the identified third party, or an affiliate of that third party, on substantially the same terms and conditions as set forth in the Bona Fide Offer, and in no event, may such terms and conditions be materially more favorable than those presented to Tenant. In any event, this Expansion Option shall expire on December 31, 2008.

42.        Option to Renew.  So long as Tenant has not assigned its interest under the Lease, even an assignment with Landlord’s consent, and Tenant is not in default at the time of exercise and no default arises between that time and the expiration of the existing Term of the Lease, Tenant, but not any assignee or successor of Tenant, shall have a single option to extend the duration of this Lease for a period of five (5) years. Tenant may elect to renew the Lease for all or a portion of the Premises (but no partial floor). During the option Term, all of the other provisions of the Lease shall remain in effect except that the Base Rent during the first year of the Option Term shall be subject to adjustment to a fair market rent as shall be agreed upon between the parties, but in no event less than a blended rate of $28.19/SF, and annual increases thereafter. Tenant shall exercise the option by giving written notice of same to Landlord at least twelve (12) months prior to the expiration of the existing Term of the Lease, but no more than sixteen (16) months prior to the expiration of the existing Term of the Lease (the “Exercise Date”).

The Base Rent applicable during the Option Term shall be established by mutual agreement of the parties within thirty (30) days of the Exercise Date or, if the parties cannot so agree, the Base Rent shall be determined as follows. Within ten (10) days after the thirty (30) day period or sooner if the parties mutually agree, Landlord and Tenant shall each appoint an expert who shall be an appraiser or licensed real estate professional with at least five (5) years of commercial real estate experience within the area where the Premises are located. Within forty-five (45) days of the appointment, each expert shall establish the Base Rent for the Premises taking into account the then condition of the Premises and local market conditions and practices applicable to leases which are comparable as to duration, size, location and use. If a party fails to appoint an expert, the determination of the

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sole expert appointed shall apply. Except as set forth below, each party shall pay the fees and expenses of its own expert and shall share equally the fees and expenses of a referee, if one is required.

If two experts are appointed, their determinations are reasonably comparable, and the higher determination is less than one hundred ten percent (110%) of the lower one, the Base Rent shall be the average of the determinations. If not reasonably comparable or if they differ by more than one hundred ten percent (110%), the experts shall, within five (5) days of the last expert’s determination, attempt to mutually select a third party as a referee. If they cannot agree on a referee, either party may ask the presiding judge of the trial court in the jurisdiction where the Premises are located to appoint a referee for them. The referee, selected by either means, must have the same type of qualifications as the experts, except that the referee must not have been employed regularly or as a consultant, during the prior six (6) month period by either Landlord or Tenant. Within thirty (30) days of his or her appointment, the referee must select one of the two (2) experts’ determinations as being more correct and that determination shall establish the Base Rent for the Option Term.

If Tenant objects to the foregoing determination of Base Rent, Tenant may, by written notice to Landlord within fifteen (15) days of the referee’s establishment of the Base Rent, elect to allow the Lease to expire at the end of the Primary Term rather than be extended for the Option Term. If Tenant makes this expiration election, Tenant must reimburse Landlord the full amount of the fees and expenses paid to Landlord’s expert and Landlord’s share of the referee’s fees and expenses, if any.

43.        Storage.  Landlord will provide Tenant with a storage area located in the basement of the Building on a month-to-month basis at a rate of $9.00 per square foot with three percent (3%) annual escalations. The size of the storage area and its location in the basement shall be mutually agreed between Landlord and Tenant.

44.        Bicycles.  Landlord shall provide Tenant with a secure and locked area located in the basement of the Building for bicycle storage at the location identified on attached Exhibit A4. Such bicycle storage shall for Tenant’s exclusive use and free of charge throughout the Term of this Lease and any extension thereof. Bicycles shall be moved through the Building using the freight elevator only. Landlord to provide bike storage in clean condition with new paint, new lighting and smooth floors throughout. Landlord shall remove all existing equipment and materials. In the event of any conflict between Exhibit C (Rules and Regulations) and this Section 44, this Section 44 shall control.

45.        Exterior Signage.  Tenant may install above standard signage or a mural that may include Tenant’s name and logo on the west-facing exterior wall of the Building at Tenant’s sole cost and expense. Any such exterior signage or mural shall have Landlord’s approval and shall be subject to all applicable municipal regulations. Tenant shall be solely responsible for maintenance, repairs, replacement, and eventual removal of any exterior signage. Except for the ground floor entrance on the southeast side of the Building, no other tenants will be allowed exterior signage.

46.        Temporary Occupancy.  During construction of the initial Tenant Improvements on the Fourth Floor and Penthouse portions of the Premises, Tenant shall have the right to occupy the entire Second Floor of the Building, which contains approximately 14,467 rentable square feet. Due to the anticipated excess noise of construction activity involved in improving the Penthouse area, even if the Fourth Floor work is substantially completed, it is agreed that Tenant may continue to utilize the Second Floor until such time as the Penthouse is substantially completed and Tenant is able to occupy the Fourth Floor. From the date of Tenant’s occupancy of the entire Second Floor and continuing for four (4) months, Tenant shall owe no rent, but all other provisions of the Lease shall apply to Tenant’s occupancy of the Second Floor. During any temporary occupancy of the Second Floor in excess of four months, Tenant shall pay to Landlord rent in the amount of $18.00 per square foot. Rent during any permanent occupancy of the Second Floor shall be as described in Paragraph 41 of this Addendum to Lease. The Second Floor shall be delivered to Tenant with the new carpet, new electrical as defined in the Work Agreement and the walls painted. Landlord has stated that the Second Floor has extensive electrical distribution that Landlord believes should be adequate for Tenant. However Landlord shall provide additional electrical distribution as mutually agreed between the parties. Landlord shall provide basic telecommunications/data service to the Second Floor.

47.        Data Center.  Tenant shall be permitted to install its data center and associated storage in 990 square feet of the basement identified in attached Exhibit A4 and Tenant shall be responsible for utility connections and usage expenses. Tenant shall pay to Landlord rent in the amount of $9.00 per square foot with three percent (3%) annual escalations for the Data Center. Tenant shall solely responsible for all services, maintenance, repairs, and replacements associated with the Data Center, including HVAC. Tenant acknowledges that the Data Center is located in the basement where flooding or utility breach may occur.

48.        UPS System.  Tenant shall be permitted to have the exclusive use of one of the existing UPS systems in the Building.

49.        Condenser Units.  Tenant shall be permitted to locate two condenser units in the Building parking lot at the location identified in attached Exhibit A2. Tenant shall be responsible for the costs of installation, maintenance and security associated with such units. If the placement of the units reduces the potential number of available parking spaces, Tenant shall be

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responsible, as Additional Rent, for payment of the lost parking revenues to Landlord. If the units are located in areas that do not reduce parking, there shall be no Additional Rent payable for the location of these units at the Property.

50.        Landlord’s Representations, Warranties and Indemnity.  Landlord represents and warrants the following on the basis of its best knowledge:

  (i) The Premises are in compliance with all federal, state and local statutes, regulations and ordinances pertaining to protection of human health or the environment (“Environmental Laws”). No Hazardous Substances have been leaked, spilled, released or disposed of, or have otherwise come to be located, on the Premises except as may be disclosed in the environmental reports provided to Tenant by Landlord prior to execution hereof. The term “Hazardous Substances: shall mean any and all hazardous, toxic, infectious or radioactive substances, materials or wastes, the use, handling, generation, transportation, treatment, storage, disposal or release into the environment of which is regulated or restricted by any Environmental Law.

  (ii) No Asbestos-Containing Material is present in any of the improvements on the Premises or is otherwise located on the Premises that is required by law to be removed. The term “Asbestos-Containing Material” means any material containing more than 1 percent by weight of asbestos.

Landlord:	Tenant:
Harsch Investment Properties, LLC	Jive Software, Inc., a Delaware corporation
By JORDAN D. SCHNITZER	By DAVID HERSH
Print Name PRESIDENT	Print Name CEO
Title	Title

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EX-10.13

Exhibit 10.13

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (“Amendment”), dated September 22, 2010 (for reference purposes only), is made and entered into by and between HARSCH INVESTMENT PROPERTIES, LLC, an Oregon limited liability company (“Landlord”), and JIVE SOFTWARE, INC., a Delaware corporation (“Tenant”).

RECITALS

A.          Landlord and Tenant entered into a Lease dated February 25, 2008 for the Premises located at 915 SW Stark Street Portland, Oregon 97205 (the “Lease”).

B.          The parties desire to amend the Lease to modify the manner in which the Landlord shall pay the Tl Allowance set forth in Exhibit B of the Lease.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

AGREEMENT

1.          General.    The parties acknowledge that as of the date of this Amendment, the remaining Tl Allowance is $357,622.00. Pursuant to the attached Exhibits A, B and C, the estimated cost for the remaining Landlord Work is significantly in excess of the remaining Tl Allowance. Without otherwise waiving any requirements, terms or conditions set forth in the Lease, including Exhibit B of the Lease, the parties agree that Tenant shall directly contract for the designing, constructing and all necessary and appropriate work in connection with the improvements in the Premises (the “Tenant Improvements”) with a contractor reasonably acceptable to Landlord and upon presentation of paid statements and satisfactory lien waivers or releases, Landlord shall, as promptly as practicable, and in no event more than thirty (30) days following the receipt of such statements, reimburse Tenant for the first $357,622.00 incurred in connection with the Tenant Improvements. Any and all costs, fees or expenses incurred in connection with the Tenant Improvements in excess of the Tl Allowance shall be the sole responsibility of Tenant. Each capitalized term used without definition in this Amendment shall have the same meaning given to such capitalized term in the Lease.

2.          Miscellaneous.

2.1          Effect of Amendment: Ratification.    Except as otherwise modified by this Amendment, the Lease shall remain unmodified and in full force and effect. In the event of any conflict or inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail. All capitalized terms used and not otherwise defined herein shall have the same meanings and definitions as set forth in the Lease.

2.2          Counterparts.    If this Amendment is executed in counterparts, each counterpart shall be deemed an original.

2.3          Authority to Execute Amendment.    Each individual executing this Amendment on behalf of a corporation represents that he or she is duly authorized to execute and deliver this Amendment on behalf of such entity and that this Amendment is binding upon such entity in accordance with its terms.

2.4          Confidentiality.    Tenant and its employees, agents and brokers shall keep confidential all matters concerning the terms of this Amendment and the negotiations which led to it and shall not disclose the fact or substance of the negotiations or the terms to anyone without the prior written consent of Landlord. Notwithstanding the foregoing, the provisions and preceding negotiations may be revealed to Tenant’s accountants, attorneys and lenders so long as each such recipient is advised of the necessity for them to also maintain the confidentiality of the information. If any third party demands entitlement to the benefit of similar terms or conditions on the basis that Tenant received such treatment, it will be deemed to be the result of a violation of this confidentiality requirement by Tenant and such violation shall constitute an event of Default under the Lease.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Lease as of the date and year first above written.

Landlord:		Tenant:
Harsch Investment Properties, LLC, an Oregon limited liability company		Jive Software, Inc., a Delaware corporation
By:	Steven A. Roselll	By:
Title:	Senior Vice President Regional Manager	Title:	CFO

Exhibit “A”

Jive Fifth Floor Preliminary Estimate	Date:    9/6/10
The Reserve

Project Cost:	$	662,667
Cost Per Sq. FT.	$	62.21	Project Sq FT	10,652

Schedule of Values:

Demolition and Temporary Enclosures	$	13,500
Framing and Drywall	$	84,601
Insulation	$	1,892
Doors/Frames/Hardware	$	31,149
Glass and Glazing	$	7,628
Painting	$	22,703
Cabinets and Millwork	$	36,318
Floor Covering	$	39,660
New Stairway	$	73,654
Specialties (Includes all appliances and blinds)	$	50,060
Electrical	$	123,500
HVAC	$	54,180
Plumbing	$	6,300
Fire Sprinklers	$	11,060
General Conditions	$	46,400
Building Permit	$	0
Total Costs	$	602,605
Contractor’s Fee	$	60,062
Project Cost	$	662,667

Exhibit “B”

Jive Fourth Floor Remodel		Date: 8/26/10
915 SW Stark
Project Cost:	$26,374

Schedule of Values:

Demolition and Concrete	$	3,095
Framing and Drywall	$	5,564
Insulation	$	444
Doors/Frames/Hardware	$	2,813
Glass and Glazing	$	1,005
Painting	$	1,130
Cabinets and Millwork	$	0
Acoustical Ceilings	$	400
Floor Covering	$	3,165
Roofing and Sheet Metal	$	0
Specialties	$	0
Electrical	$	1,800
HVAC	$	1,547
Plumbing	$	0
Fire Sprinklers	$	660
General Conditions	$	2,361
Building Permit	$	0
Total Costs	$	23,983
Contractor’s Fee	$	2,390
Project Cost	$	26,374

Exhibit “C”

Jive Third Floor Remodel		Date: 8/26/10
915 Sw Stark
Project Cost:	$24,613

Schedule of Values:

Demolition and Temporary Protection	$	2,349
Framing and Drywall	$	4,336
Insulation	$	432
Doors/Frames/Hardware	$	1,770
Glass and Glazing	$	530
Painting	$	1,276
Cabinets and Millwork	$	2,170
Acoustical Ceilings	$	400
Floor Covering	$	3,000
Roofing and Sheet Metal	$	0
Specialties	$	0
Electrical	$	1,800
HVAC	$	1,547
Plumbing	$	0
Fire Sprinklers	$	475
General Conditions	$	2,298
Building Permit	$	0
Total Costs	$	22,382
Contractor’s Fee	$	2,231
Project Cost	$	24,613

EX-10.14

Exhibit 10.14

LEASE

DATED MAY 13, 2010

BY AND BETWEEN

TTC PARTNERS III, LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

AS LANDLORD

AND

JIVE SOFTWARE, INC.,

A DELAWARE CORPORATION

AS TENANT

AFFECTING PREMISES COMMONLY KNOWN AS

325 LYTTON AVENUE, PALO ALTO, CALIFORNIA

SUMMARY OF BASIC LEASE TERMS

SECTION
(LEASE REFERENCE)
	TERMS
A. (Introduction)	Lease Reference Date:	May 13, 2010
B. (Introduction)	Landlord:	TTC Partners III, LLC, a California limited liability company
C.	Tenant:	Jive Software, Inc., a Delaware corporation
(Introduction)
D. (Section 1.21)	Premises:	That area consisting of a total of approximately 18,541 rentable square feet consisting of a portion of the first floor of the Building (as defined below) consisting of approximately 2,814 rentable square feet, the entire second floor of the Building consisting of approximately 10,842 rentable square feet, and a portion of the third floor of the Building consisting of approximately 4,885 rentable square feet, all as shown on Exhibit A
E. (Section 1.7)	Building:	The building in which the Premises are located, the address of which is 325 Lytton Avenue, Palo Alto, California, containing approximately 27,515 rentable square feet of office space and approximately 3,024 rentable square feet of residential space, for a total of approximately 30,539 square feet of net rentable area
F.	Tenant’s Share:	60.71% of the Building
(Section 1.29)
		67.39% of the office space in the Building
G. (Section 1.8)	Commencement Date:	One hundred twenty (120) days after the Effective Date
H.	Lease Term:	Ninety-six (96) months
(Section 1.18)

I. (Section 3.1)	Base Monthly Rent:	Months		Base Monthly Rent Per  Rentable Square Foot		Base Monthly Rent
			01-12	$	5.750	$	106,610.75
			13-24	$	5.923	$	109,809.07
			25-36	$	6.100	$	113,103.34
			37-48	$	6.283	$	116,496.45
			49-60	$	6.472	$	119,991.34
			61-72	$	6.666	$	123,591.08
			73-84	$	6.866	$	127,298.81
			85-96	$	7.072	$	131,117.78
J. (Section 3.3)	Prepaid Rent:	$106,610.75 for Base Rent plus $28,367.73 for the Tenant’s Share of the estimated monthly Common Operating Expenses for a total of $134,978.48
K. (Section 6)	Security Deposit:	$1,156,450
L. (Section 5.1)	Permitted Use:	General office use
M. (Section 10.1)	Tenant’s Liability Insurance Minimum:	$3,000,000 per occurrence
N. (Section 1.3)	Landlord’s Address:	c/o Tallwood Venture Capital 400 Hamilton Avenue, Suite 230 Palo Alto, CA 94301 Attn: George Pavlov
		with copy to:
		Holme Roberts & Owen LLP 560 Mission Street, 25th Floor San Francisco, CA 94105 Attn: Kenneth R. Whiting, Jr.
O. (Section 1.3)	Tenant’s Address:	Jive Software, Inc. 325 Lytton Avenue Palo Alto, CA 94301 Attn: Controller

P. (Section 18.13)	Real Estate Brokers:	Cornish & Carey Commercial representing Landlord and Cresa Partners representing Tenant
Q. (Section 3.3)	Rent Payment Address:	c/o Tallwood Venture Capital 400 Hamilton Avenue, Suite 230 Palo Alto, CA 94301 Attn: George Pavlov
R. (Section 1.17)	Lease:	This Lease includes the summary of the Basic Lease Terms, the Lease, and the following exhibits:
		Exhibit A:	(Depiction of the Premises)
		Exhibit B:	(Rules and Regulations)
		Exhibit C:	(Work Letter)
		Exhibit D:	(Commencement Memorandum)
		Exhibit E:	(Location of Eyebrow Signage)

The foregoing Summary is hereby incorporated into and made a part of the Lease. Each reference in the Lease to any term of the Summary shall mean the respective information set forth above and shall be construed to incorporate all of the terms provided under the particular paragraph pertaining to such information. In the event of any conflict between the Summary and the Lease, the Summary shall control.

LANDLORD:
TTC PARTNERS III, LLC, a California limited liability company
By:
Name:
Title:
Date:
TENANT:
JIVE SOFTWARE, INC., a Delaware corporation
By:	/s/ Bryan LeBlanc
Name:	Bryan LeBlanc
Title:	CFO
Date:	5-13-10

LEASE

This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.

1. Definitions.

1.1 General. Any initially capitalized term that is given a special meaning by this Article 1, the Summary, or by any other provision of this Lease (including the exhibits attached hereto) shall have such meaning when used in this Lease or any addendum or amendment hereto unless otherwise clearly indicated by the context.

1.2 Additional Rent. The term “Additional Rent” is defined in Section 3.2.

1.3 Address for Notices. The term “Address for Notices” shall mean the addresses set forth in Sections N and O of the Summary.

1.4 Agents. The term “Agents” shall mean the following: (a) with respect to Landlord or Tenant, the agents, employees, contractors and invitees of such party; and (b) in addition, with respect to Tenant, Tenant’s subtenants, and their respective agents, employees, contractors and invitees.

1.5 Agreed Interest Rate. The term “Agreed Interest Rate” shall mean that interest rate determined as of the time it is to be applied that is equal to the lesser of (a) four percent (4%) above the rate then most recently announced by Bank of America N.T. & S.A. at its San Francisco main office as the “Prime Rate”, or (b) the maximum interest rate permitted by Law.

1.6 Base Monthly Rent. The term “Base Monthly Rent” shall mean the fixed monthly rent payable by Tenant pursuant to Section 3.1 which is specified in Section I of the Summary.

1.7 Building. The term “Building” shall mean the building in which the Premises are located, which Building is identified in Section E of the Summary, the net rentable area of which is referred to herein as the “Building Net Rentable Area.”

1.8 Commencement Date. The term “Commencement Date” is the date the Lease Term commences, which shall be the date set forth on Section G of the Summary.

1.9 Common Area. The term “Common Area” shall mean all areas and facilities within the Project that are designated by Landlord from time to time for the common use of tenants and others including the Building lobby area, roof deck, elevators, parking areas (including, without limitation, the underground parking structure), pedestrian sidewalks, landscaped areas, trash enclosures and the like in conformance with similar Class A office buildings in downtown Palo Alto.

1.10 Common Operating Expenses. The term “Common Operating Expenses” is defined in Section 4.2.

1.11 Effective Date. The term “Effective Date” shall mean the date the last signatory to this Lease whose execution is required to make it binding on the parties hereto shall have executed this Lease.

1.12 Event of Tenant’s Default. The term “Event of Tenant’s Default” is defined in Section 15.1.

1.13 Hazardous Materials. The terms “Hazardous Materials” and “Hazardous Materials Laws” are defined in Section 17.2.

1.14 Insured and Uninsured Peril. The terms “Insured Peril” and “Uninsured Peril” are defined in Section 12.2F.

1.15 Law. The term “Law” shall mean any judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirement of any municipal, county, state, federal or other governmental agency or authority having jurisdiction over the parties to this Lease or the Project, or both, in effect either at the Effective Date or any time during the Lease Term, including, without limitation, any Hazardous Materials Law (as defined in Section 17.3) and the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et seq., and any rules, regulations, restrictions, guidelines, requirements or publications promulgated or published pursuant thereto.

1.16 Intentionally Deleted.

1.17 Lease. The term “Lease” shall mean the Summary and all elements of this Lease identified in Section R of the Summary, all of which are attached hereto and incorporated herein by this reference.

1.18 Lease Term. The term “Lease Term” shall mean the term of this Lease which shall commence on the Commencement Date and continue for the period specified in Section H of the Summary.

1.19 Lender. The term “Lender” shall mean any beneficiary, mortgagee, secured party, lessor, or other holder of any Security Instrument.

1.20 Permitted Use. The term “Permitted Use” shall mean the use specified in Section L of the Summary.

1.21 Premises. The term “Premises” shall mean that building area described in Section D of the Summary that is within the Building, the aggregate net rentable area of which is referred to herein as “Tenant’s Net Rentable Area”.

1.22 Project. The term “Project” shall mean Building and the parcel(s) of land on which it is located and, at Landlord’s discretion, other improvements and facilities serving the Building and the parcel(s) of land on which they are located.

1.23 Private Restrictions. The term “Private Restrictions” shall mean all recorded covenants, conditions and restrictions, private agreements, reciprocal easement agreements, and any other recorded instruments which now or hereafter affect the use of the Premises.

1.24 Real Property Taxes. The term “Real Property Taxes” is defined in Section 4.3.

1.25 Intentionally Deleted.

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1.26 Security Instrument. The term “Security Instrument” shall mean any underlying lease, mortgage or deed of trust which now or hereafter affects the Project, and any renewal, modification, consolidation, replacement or extension thereof.

1.27 Summary. The term “Summary” shall mean the Summary of Basic Lease Terms executed by Landlord and Tenant that is part of this Lease.

1.28 Tenant’s Alterations. The term “Tenant’s Alterations” shall mean all improvements, additions, alterations, and fixtures installed in the Premises by or on behalf of Tenant after the Effective Date which are not Trade Fixtures.

1.29 Tenant’s Share. The term “Tenant’s Share” shall mean the percentage obtained by dividing Tenant’s Net Rentable Area by the Building Net Rentable Area (or, as the case may be, by dividing the Tenant’s Net Rentable Area by the net rentable area of the office portions of the Building), which as of the Effective Date is (or are) the percentage(s) identified in Section F of the Summary.

1.30 Tenant’s Work. The term “Tenant’s Work” is defined in the Work Letter attached to the Lease as Exhibit C.

1.31 Trade Fixtures. The term “Trade Fixtures” shall mean (a) Tenant’s inventory, furniture, signs, and business equipment, and (b) anything affixed to the Premises by Tenant at its expense for purposes of trade, manufacture, ornament or domestic use (except replacement of similar work or material originally installed by Landlord) which can be removed without material injury to the Premises unless such thing has, by the manner in which it is affixed, become an integral part of the Premises.

2. Demise, Construction, and Acceptance.

2.1 Demise of Premises. Landlord hereby leases to Tenant, and Tenant leases from Landlord, for the Lease Term upon the terms and conditions of this Lease, the Premises for Tenant’s own use in the conduct of Tenant’s business together with the non-exclusive right to use the Common Area.

2.2 Commencement Date. The Lease Term shall commence on the Commencement Date as defined in Section 1.8 above. Within ten (10) days of request by Landlord, Tenant shall acknowledge the actual Commencement Date by executing a Commencement Memorandum in the form attached hereto as Exhibit D.

2.3 Construction of Improvements. Landlord shall have no obligation to make any repairs (except as expressly set forth in this Lease including the Work Letter attached to the Lease as Exhibit C), improvements, additions or alterations to the Premises or, except as set forth on the Work Letter, to provide any tenant improvement allowance to Tenant. Tenant shall be solely responsible for constructing at its sole cost and expense any improvements to the Premises required for Tenant’s Permitted Use of the Premises in accordance with the terms of Section 5 hereof.

2.4 Delivery and Acceptance of Possession. Tenant shall be permitted to occupy the Premises for the purpose of constructing the Tenant’s Work from and after the execution of this Lease by Landlord and Tenant (the “Delivery Date”). Such occupancy prior to the Commencement Date shall be upon all of the terms of this Lease (including Tenant’s obligations regarding insurance); provided, however, so long as Tenant enters the Premises solely for the purpose of constructing the Tenant’s Work or otherwise preparing the Premises for occupancy and not for conducting business therein, Tenant shall not be required to pay Base Monthly Rent or Tenant’s Share of Common Operating Expenses during such period of early occupancy prior

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to the Commencement Date. Except as specifically set forth in the Lease, including the Work Letter, Tenant shall accept possession of the Premises in their current “as-is” condition.

3. Rent.

3.1 Base Monthly Rent. Commencing on the Commencement Date and continuing each month throughout the Lease Term, Tenant shall pay to Landlord the Base Monthly Rent set forth in Section I of the Summary.

3.2 Additional Rent. Commencing on the Commencement Date and continuing throughout the Lease Term. Tenant shall pay the following as additional rent (the “Additional Rent”): (a) any late charges or interest due Landlord pursuant to Section 3.4; (b) Tenant’s Share of Common Operating Expenses as provided in Section 4.1; (c) Landlord’s share of any Subrent received by Tenant upon certain assignments and sublettings as required by Section 14.1; (d) any legal fees and costs due Landlord pursuant to Section 18.9; and (e) any other charges due Landlord pursuant to this Lease. Base Monthly Rent and Additional Rent are sometimes hereinafter referred to collectively as “rent.”

3.3 Payment of Rent. Upon the execution of this Lease, Tenant shall pay Landlord the amount set forth in Section J of the Summary as prepayment of rent for credit against the installment of Base Monthly Rent for the first month of the Lease Term and Tenant’s Share of the estimated monthly Common Operating Expenses for the first month of the Lease Term. All rent required to be paid in monthly installments shall be paid in advance on the first day of each calendar month during the Lease Term. All rent shall be paid in lawful money of the United States, without any abatement, deduction or offset whatsoever, except as expressly provided herein, and without any prior demand therefor. All rent shall be paid to Landlord at its address set forth in Section Q of the Summary, or at such other place as Landlord may designate from time to time. Tenant’s obligation to pay Base Monthly Rent and Tenant’s Share of Common Operating Expenses shall be prorated at the commencement and expiration of the Lease Term. Tenant’s covenant to pay rent is independent of every other covenant in this Lease.

3.4 Late Charge, Interest and Quarterly Payments. Tenant acknowledges that the late payment by Tenant of any installment of rent, or any other sum of money required to be paid by Tenant under this Lease, will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of such costs being extremely difficult and impractical to fix. Such costs and expenses will include, without limitation, attorneys’ fees, administrative and collection costs, and processing and accounting expenses and other costs and expenses necessary and incidental thereto. If any Base Monthly Rent or Additional Rent is not received by Landlord from Tenant within ten (10) business days after receipt from Landlord of written notice that such amount was not paid when due, then Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of such delinquent rent; provided the written notice from Landlord will not have to be provided if Landlord has already provided such written notice of late payment one time in the preceding twelve (12) months (and any such notice of non-payment provided to Tenant pursuant to Section 15.1.A hereof shall be deemed to constitute such notice), in which event such late charge shall be due in the event any Base Monthly Rent or Additional Rent is not received by Landlord from Tenant within ten (10) business days after it is due. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay any rent due under this Lease in a timely fashion, including any right to terminate this Lease pursuant to Section 15.2B. In addition to such late charge, Tenant shall pay to Landlord interest on any rent that is not paid within ten (10) business days after it is due at the Agreed Interest Rate from the date such amount became due until paid.

4. Common Operating Expenses.

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4.1 Tenant’s Obligation to Reimburse. As Additional Rent, Tenant shall pay Tenant’s Share (specified in Section F of the Summary) of the Common Operating Expenses for each calendar year or portion thereof. Tenant shall pay such share of the Common Operating Expenses incurred or paid by Landlord but not theretofore billed to Tenant within ten (10) days after receipt of a written bill therefor from Landlord on such periodic basis as Landlord shall designate. In addition, Landlord shall require that Tenant pay Tenant’s Share of Common Operating Expenses in advance in estimated monthly installments, in accordance with the following: (a) Landlord shall deliver to Tenant Landlord’s reasonable estimate of the Common Operating Expenses it anticipates will be paid or incurred for the calendar year in question; (b) during such calendar year, Tenant shall pay Tenant’s Share of the estimated Common Operating Expenses in advance in monthly installments as required by Landlord due with the installments of Base Monthly Rent; and (c) within one hundred twenty (120) days after the end of each calendar year or as soon as reasonably practicable thereafter, Landlord shall furnish to Tenant a statement in reasonable detail of the actual Common Operating Expenses paid or incurred by Landlord during the just ended calendar year and thereupon there shall be an adjustment between Landlord and Tenant, with payment to Landlord or credit by Landlord against the next installment of Additional Rent (or with payment to Tenant in cash if no further installments of Additional Rent are due), as the case may require, within ten (10) days after delivery by Landlord to Tenant of such statement, so that Landlord shall receive the entire amount of Tenant’s Share of all Common Operating Expenses for such calendar year, and no more. Within ninety (90) days after Landlord furnishes such statement for any calendar year (the “Audit Election Period”), Tenant may, at Tenant’s sole cost and expense during Landlord’s normal business hours, elect to audit Landlord’s Common Operating Costs for such calendar year only, subject to the following conditions: (1) the audit shall be prepared by an independent certified public accounting firm of recognized national or regional standing; (2) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (3) the audit shall commence within 30 days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within 60 days after commencement; (4) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (5) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit. The foregoing right to audit shall also be applicable to Tenant’s Share of Common Operating Expenses payable on a periodic basis (i.e., not as part of the estimated monthly installments) except that the Audit Election Period with respect to the same shall be within the later of ninety (90) days after the later of the end of the calendar year in which such Common Operating Expenses were incurred or ninety (90) days after Landlord furnishes the statement containing such Common Operating Expenses. This paragraph shall not be construed to limit, suspend, or abate Tenant’s obligation to pay rent when due, including estimated Common Operating Expenses. Landlord shall credit any overpayment determined by the final approved audit report against the next rent due and owing by Tenant or, if no further rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. If the audit proves that Landlord’s calculation of Common Operating Expenses for the calendar year under inspection was overstated by more than three percent (3%), then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees and costs applicable to the review of said calendar year statement within thirty (30) days after receipt of Tenant’s invoice therefor. The foregoing obligations shall survive the expiration or earlier termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Common Operating Expenses during the Audit Election Period, Landlord’s Common Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. Landlord may revise its estimate of Common Operating Expenses from time to time, and Tenant shall thereafter make payments on the basis of the revised estimate. In the event that the Building is not one hundred percent (100%) occupied during all or any portion of any calendar year, Landlord shall make an appropriate adjustment, in accordance with industry standards and sound management practices, of the Common Operating Expenses for each such year to determine what the Common Operating

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Expenses would have been for such year if the Building had been one hundred percent (100%) occupied, and the amount so determined shall be deemed to be the amount of Common Operating Expenses for such year. Such adjustment shall be made by Landlord by increasing those costs included in the Common Operating Expenses which, according to industry standards and sound management practices, vary based upon the level of occupancy of the Building. Landlord shall have the right, from time to time, in its discretion, to equitably allocate some or all of the Common Operating Expenses among the office space tenants and the residential space tenants of the Building for purposes of determining Common Operating Expenses and/or the provision of various services and amenities. Without limiting the generality of the preceding sentence, costs for maintenance of the parking areas shall be allocated to the office and residential portions of the Building in accordance with the ratio of parking spaces allocated between the same. Costs for (w) maintaining, repairing, operating and replacing when necessary HVAC equipment for the residential portion of the Building and the utility facilities and other building service equipment exclusively serving the residential portion of the Building and (x) providing electricity, gas and water (except irrigation water) to the residential portion of the Building shall not be allocated to the office portions of the Building, and costs for (y) maintaining, repairing, operating and replacing when necessary HVAC equipment for the office portion of the Building and the utility facilities and other building service equipment exclusively serving the office portion of the Building and (z) providing electricity, gas and water (except irrigation water) to the office portion of the Building shall not be allocated to the residential portions of the Building.

4.2 Common Operating Expenses Defined. The term “Common Operating Expenses” shall mean all costs and expenses incurred by Landlord with respect to the operation, maintenance, protection, repair and replacement of the Project, including, without limitation, the following:

A. Subject to subsection (D) below, all costs and expenses paid or incurred by Landlord in connection with the following: (i) maintaining, cleaning, repairing and replacing the roof (including repair of leaks) and the exterior surfaces (including painting) of all buildings located on the Project; (ii) maintenance of the liability, fire, property damage and other insurance carried by Landlord pursuant to Section 10.2 (including the prepayment of premiums for coverage of up to one year); (iii) maintaining, repairing, operating and replacing when necessary HVAC equipment, utility facilities and other building service equipment; (iv) providing HVAC and other utilities and services except as separately charged to Tenant pursuant to Section 9.2 of the Lease; (v) complying with all applicable Laws and Private Restrictions; (vi) operating, maintaining, repairing, cleaning, painting, restriping (if applicable) and resurfacing the Common Area; (vii) operating, maintaining, repairing and restriping parking areas within or adjacent to the vicinity of the Project as described in Section 18.2 of the Lease; (viii) replacement or installation of lighting, fixtures, directional or other signs and signals, irrigation systems, trees, shrubs, ground cover and other plant materials and all landscaping in the Common Area; (ix) providing security (provided, however, that Landlord shall not be obligated to provide security, and may discontinue security service at any time); (x) rental payments in connection with the operation of the Project; (xi) maintenance, repair and replacement obligations set forth in Section 7.2; and (xii) capital improvements which are required to comply with Laws not in effect as of the Effective Date, or which are intended to reduce Common Operating Expenses, or which are required to comply with future conservation programs, or which are replacements of existing Building components, systems or equipment (including, without limitation, the replacement of the Building HVAC and roof membrane) with the cost of such capital improvements to be amortized over the useful lives thereof in accordance with the last sentence of Section 4.2.D below. With respect to any earthquake insurance premiums, if the deductible thereunder is less than ten percent (10%) of the replacement cost of the Project, the amount of such earthquake insurance premiums includable in Common Operating Expenses shall not exceed the earthquake insurance premiums that would have been incurred if such deductible were ten percent (10%) of the replacement cost of the Project.

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B. The following costs: (i) Real Property Taxes as defined in Section 4.3; (ii) the amount of any commercially reasonable “deductible” paid by Landlord with respect to damage by casualty; (iii) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any Law relating to the Project; (iv) that portion of all compensation (including benefits and premiums for workers’ compensation and other insurance) paid to or on behalf of employees of Landlord and its property manager, but only to the extent they are involved in the performance of work that is fairly allocable to the Project; (v) the reasonable cost of accounting services necessary to compute the rents and charges payable by tenants and keep the books of the Project; and (vi) any reasonable consulting fees for performing services relating exclusively to the Project (including, without limitation, any outside audit as Landlord may elect in its sole and absolute discretion). With respect to any earthquake deductible, the amount thereof includable in Common Operating Expenses shall not exceed fifteen percent (15%) of the replacement cost of the Project and shall be amortized over fifteen (15) years in accordance with the last sentence of Section 4.2.D below.

C. Management fees not to exceed three percent (3%) of the base monthly rents of the Project for management services rendered by either Landlord or a third party manager engaged by Landlord (which may be a party affiliated with Landlord); and

D. All additional costs and expenses incurred by Landlord with respect to the operation, protection, maintenance, repair and replacement of the Project; provided, however, that Common Operating Expenses shall not include any of the following: (i) depreciation of any buildings or any major systems of building service equipment within the Project; (ii) marketing costs, leasing commissions, finder’s fees, attorneys’ fees, costs and disbursements incurred in connection with negotiations with prospective tenants or legal fees incurred in connection with this Lease; (iii) the costs of selling syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Project; (iv) the cost of tenant improvements installed for the exclusive use of other tenants of the Project; (v) wages, salaries, fees and fringe benefits paid to employees or officers of Landlord above the level of property manager; (vi) costs incurred due to violation by Landlord of this Lease; (vii) overhead and profit increment paid to the Landlord or to subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds what would be charged for such services by qualified, first-class unaffiliated third parties on a competitive basis; (viii) payments of principal, interest, late fees, prepayment fees or other charges on any debt or amortization payments on any mortgage or mortgages executed by Landlord covering the Building now or in the future, rental concessions or negative cash flow guarantees, or rental payments under any ground or underlying lease or leases; (ix) fines or penalties as a result of Landlord’s violation of applicable Laws; (x) costs of sculptures, paintings or other works of art; (xi) costs necessitated by or resulting from the gross negligence of Landlord and/or Landlord’s Agents; (xii) charitable or political contributions; (xiii) costs associated with the operation of the business of the legal entity which constitutes Landlord, as the same are distinguished from the costs of operation of the Building and (xiv) capital improvements except as specifically enumerated in Sections 4.2.A or 4.2.B above. All costs incurred by Landlord for capital improvements permitted to be included in Common Operating Expenses shall be amortized over fifteen (15) years in the case of an earthquake insurance deductible or, in the case of any other capital improvements, over the useful life of the applicable capital improvement as reasonably determined by Landlord (with interest on the unamortized balance at one percent (1%) above the rate then most recently announced by Bank of America N.T. & S.A. at its San Francisco main office as the “Prime Rate”) and included in Common Operating Expenses.

4.3 Real Property Taxes Defined. The term “Real Property Taxes” shall mean all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any existing or future general or special assessments for public improvements, services or benefits, and any increases resulting from reassessments resulting from a change in ownership, new construction, or any other cause), now or hereafter

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imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of all or any portion of the Project (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein, the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located on the Project, the gross receipts, income, or rentals from the Project, or the use of parking areas, public utilities or energy within the Project, or Landlord’s business of leasing the Project. If at any time during the Lease Term, the method of taxation or assessment of the Project prevailing as of the Effective Date shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (a) on the value, use or occupancy of the Project or Landlord’s interest therein, or (b) on or measured by the gross receipts, income or rentals from the Project, on Landlord’s business of leasing the Project, or computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Project, then only that part of such Real Property Tax that is fairly allocable to the Project shall be included within the meaning of the term “Real Property Taxes”. Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources, or any fine, penalty or interest imposed solely by reason of Landlord’s failure to timely pay any taxes (unless Landlord’s failure is due to Tenant’s default hereunder or as a result of Landlord’s contesting such taxes in good faith).

5. Use of Premises.

5.1 Limitation on Use. Tenant shall use the Premises solely for the Permitted Use specified in Section L of the Summary and for no other purposes whatsoever. Tenant shall not do anything in or about the Premises which will (a) cause structural injury to the Project, or (b) cause damage to any part of the Project. Tenant shall not operate any equipment within the Premises which will (i) damage the Project, (ii) overload existing electrical systems or other mechanical equipment servicing the Project, (iii) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Project, or (iv) damage, overload or corrode the sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Building or set any load on the floor in excess of the load limits for which such items are designated nor operate hard wheel forklifts within the Premises. Any dust, fumes, or waste products generated by Tenant’s use of the Premises shall be contained and disposed so that they do not (x) create an unreasonable fire or health hazard, (y) damage the Premises, or (z) result in the violation of any Law. Tenant shall not change the exterior of the Building or, subject to Section 20, install any equipment or antennas on or make any penetrations of the exterior or roof of the Building. Tenant shall not commit any waste in or about the Premises, and Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any nuisances. If Landlord designates a standard window covering for use throughout the Building, Tenant shall use this standard window covering to cover all windows in the Premises. Tenant shall not conduct on any portion of the Premises or the Project any sale of any kind, including any public or private auction, fire sale, going-out-of-business sale, distress sale or other liquidation sale.

5.2 Compliance with Regulations. Tenant shall not use the Premises in any manner which violates any Laws or Private Restrictions which affect the Premises. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions. Tenant shall not use the Premises in any manner which will cause a cancellation of any insurance policy covering Tenant’s Alterations or any improvements installed by Landlord at its expense or which poses an unreasonable risk of damage or injury to the Premises. Tenant shall not sell, or permit to be kept, used, or sold in or about the Premises any article

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which may be prohibited by the standard form of all-risk insurance policy. Tenant shall comply with all reasonable requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain the insurance coverage carried by either Landlord or Tenant pursuant to this Lease. Landlord covenants not to cause or allow any Private Restriction to be recorded against the Property which would materially adversely affect Tenant’s rights under this Lease or which would impose on Tenant a material cost or burden not currently anticipated. Notwithstanding the foregoing but subject to Section 8.3 of the Lease, Tenant shall not be responsible for any legal requirements applicable to the structural portions of the Premises, any restrooms within the Building (other than restrooms constructed by or at the special request of Tenant) or the base Building mechanical, electrical, plumbing or HVAC systems (excluding any supplemental HVAC, if any, serving the Premises), unless the failure to comply with any such legal requirements is caused or otherwise triggered by Tenant, Tenant’s Alterations, Tenant’s Work or Tenant’s particular use of the Premises.

5.3 Outside Areas. No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises.

5.4 Rules and Regulations. Tenant and its employees, agents, licensees and visitors shall at all times comply with the rules and regulations of the Project attached as Exhibit B (as the same may be amended by Landlord from time to time) and such other reasonable rules and regulations adopted by Landlord from time to time which do not materially adversely affect Tenant’s rights hereunder. Landlord may from time to time amend, modify, delete or add new and additional reasonable rules and regulations for the use, safety, cleanliness and care of the Premises and the Building and the comfort, quiet and convenience of occupants of the Building. Such new or amended rules and regulations shall be effective upon notice to Tenant. If there is a conflict between the rules and regulations and any of the provisions of this Lease, the provisions of this Lease shall prevail. Landlord shall not be responsible for the violation by any other tenant of the Project of any such rules and regulations.

6. Security Deposit.

6.1 Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord in cash the amount set forth in Section K of the Summary as security for the performance by Tenant of its obligations under this Lease, and not as a prepayment of rent (the “Security Deposit”). If an Event of Tenant’s Default occurs under this Lease, Landlord may apply all or any part of the Security Deposit for the payment of any rent or other sum in default, the repair of any damage to the Premises caused by Tenant or the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default to the full extent permitted by law. Tenant hereby waives any restriction on the use or application of the Security Deposit by Landlord as set forth in California Civil Code Section 1950.7. To the extent any portion of the Security Deposit is used, Tenant shall within five (5) days after demand from Landlord restore the Security Deposit to its full amount. Landlord may keep the Security Deposit in its general funds and shall not be required to pay interest to Tenant on the deposit amount. If Tenant shall perform all of its obligations under this Lease and return the Premises to Landlord at the end of the Lease Term, Landlord shall return all of the remaining Security Deposit to Tenant within thirty (30) days after the end of the Lease Term. The Security Deposit shall not serve as an advance payment of rent or a measure of Landlord’s damages for any default under this Lease. If Landlord transfers its interest in the Project or this Lease, Landlord may transfer the Security Deposit to its transferee. Upon such transfer, Landlord shall have no further obligation to return the Security Deposit. Tenant shall look solely to the new landlord for the return of the Security Deposit. Tenant covenants and agrees that it shall not assign or encumber or attempt to

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assign or encumber the Security Deposit and neither Landlord or its successors or assigns shall be bound by any such agreement, encumbrance, attempted assignment or attempted encumbrance.

6.2 Letter of Credit. In lieu of a cash Security Deposit, the Security Deposit to be delivered by Tenant to Landlord may be in the form of an irrevocable and unconditional letter of credit (the “Letter of Credit”) governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 590, as revised from time to time, in an amount the amount set forth in Section K of the Summary, issued to Landlord, as beneficiary, in form and substance reasonably satisfactory to Landlord, by Bank of America, Wells Fargo Bank or other bank reasonably approved by Landlord and qualified to transact banking business in California with an office in the Greater San Francisco Bay Area at which drafts drawn on the Letter of Credit may be presented for payment. The full amount of the Letter of Credit shall be available to Landlord upon presentation of Landlord’s sight draft accompanied only by the Letter of Credit and Landlord’s signed statement that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease. Tenant shall maintain the Letter of Credit for the entire Lease Term and any extension thereof. The Letter of Credit shall expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned by Landlord to any successor or assignee of Landlord under this Lease. Tenant shall pay any fees related to the issuance or amendment of the Letter of Credit, including, without limitation, any transfer fees. The Letter of Credit shall permit partial draws. The Letter of Credit shall provide that it will be automatically renewed until thirty (30) days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address herein at least sixty (60) days prior to the expiration thereof. If, not later than thirty (30) days prior to the expiration of the Letter of Credit, Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to the terms and conditions of this Section, then Landlord shall have the right to draw the full amount of the Letter of Credit, by sight draft, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to the terms and conditions of Section 6.1 above. In such event, Landlord may keep the Security Deposit in its general funds and shall not be required to pay interest to Tenant on the deposit amount.

6.3 Potential Reduction. If as of the first year anniversary of the Commencement Date and as of each anniversary of the Commencement Date thereafter (each a “Potential Reduction Date”), no default under the Lease by Tenant has occurred at any time, Tenant may reduce the amount of the Security Deposit (each a “Reduction”) by $144,556.25 (i.e., reduce to $1,011,893.75 at the beginning of month 13 of the Lease Term, to $867,337,50 at the beginning of month 25 of the Lease Term, etc.). In no event shall the Security Deposit be further reduced to an amount below $0.00. If the Security Deposit is in the form of a Letter of Credit, such Reduction(s) shall be effected either by Tenant exchanging a replacement Letter of Credit meeting the requirements of this Section 6 in the reduced amount for the existing Letter of Credit, or by the issuing bank delivering an amendment to the Letter of Credit reducing the amount thereof (but which does not otherwise amend or modify same), which Landlord shall promptly countersign or authorize in writing if required by the issuing bank. In the event the Security Deposit is in cash, such Reduction(s) shall be effected by Landlord applying the amount of the applicable Reduction to the Base Rent next coming due after the applicable Potential Reduction Date. Upon such Reduction(s), the term “Security Deposit,” as used herein, shall automatically be deemed to refer only to the amount being held by Landlord as a Security Deposit after such Reduction(s).

7. Repair and Maintenance.

7.1 Tenant’s Obligation to Maintain. Except as otherwise provided in Section 7.2, Section 12.1 and Section 13.3, Tenant shall be responsible for the following during the Lease Term:

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A. Tenant shall clean and maintain in good order, condition and repair and replace when necessary the Premises and every part thereof including, but not limited to: (i) all fixtures, interior walls, floors, carpets and ceilings; (ii) all windows, doors, entrances, plate glass, showcases and skylights located within the Premises; and (iii) all electrical, plumbing and mechanical systems and fixtures located within or exclusively serving the Premises, including replacing light bulbs and ballasts. If Tenant fails to perform its obligations under this Article after reasonable notice from Landlord, Landlord shall have the right, but not the obligation, to perform the same, and Tenant shall pay to Landlord, immediately upon written demand, for all costs incurred by Landlord together with an administrative charge in an amount equal to ten percent (10%) of the cost thereof.

B. Tenant shall replace any damaged or broken glass in the Premises (excluding all exterior windows) with glass of the same kind, size and quality. Tenant shall repair any damage to the Premises (including exterior doors and windows) caused by vandalism or any unauthorized entry. All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Building or if the estimated cost of any item of repair or replacement is in excess of Five Thousand Dollars ($5,000), then Tenant shall first obtain Landlord’s written approval of the scope of the work, the plans therefor, the materials to be used, and the contractor.

7.2 Landlord’s Obligation to Maintain. Landlord shall repair and maintain the Common Area, the roof, the exterior and structural parts of the Building and the mechanical, electrical, HVAC, plumbing, sewage and life safety systems in the Building not located within or exclusively serving the Premises, so that the same are kept in good order and repair. The cost of any maintenance, repairs, replacements or restorations necessitated by the negligence or willful misconduct of Tenant or its Agents, together with an administrative charge in an amount equal to ten percent (10%) of the cost thereof, shall be paid by Tenant to Landlord immediately upon written demand. Landlord may engage contractors of its choice to perform the obligations required of it by this Article, and the necessity of any expenditure to perform such obligations shall be at the sole discretion of Landlord. Subject to the following sentence. Tenant shall not be entitled to any allowance, abatement, compensation or damages from Landlord, for diminution of rental value or for loss or interruption of business, or otherwise, arising from Landlord, Tenant or others making any repairs, restorations, replacements, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment thereof, or from other tenants failing to make repairs. In making such repairs, restorations, replacements, alterations, additions or improvements by Landlord, Landlord shall use reasonable efforts to minimize disruption to Tenant’s use of the Premises as a result of the same (which reasonable efforts shall not require Landlord to perform work outside of normal business hours); provided, however, that if such repairs, restorations, replacements, alterations, additions or improvements by Landlord (a) continue for two (2) consecutive business days and (b) as a result the Premises are rendered untenantable and Tenant actually ceases to use the Premises, commencing on the third (3rd) consecutive business day thereof, Tenant shall, as its sole remedy, be entitled to an equitable diminution of rent based upon the pro rata portion of the Premises which is rendered unfit for occupancy for the permitted use and actually not used by Tenant, except to the extent such repairs, restorations, replacements, alterations, additions or improvements by Landlord are in connection with damage caused by Tenant or its employees, agents, contractors, invitees, or licensees or are otherwise at Tenant’s request.

8. Trade Fixtures and Alterations.

8.1 Trade Fixtures. Throughout the Lease Term, Tenant may provide and install, and shall maintain in good condition, any Trade Fixtures required in the conduct of its business in the Premises. All Trade Fixtures shall remain Tenant’s property.

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8.2 Tenant’s Alterations. Construction by Tenant of Tenant’s Alterations shall be governed by the following:

A. Tenant shall not construct any Tenant’s Alterations or otherwise alter the Premises without Landlord’s prior written approval, which approval Landlord shall not be unreasonably withheld. In the event Landlord’s approval for any Tenant’s Alterations is given, then the following shall occur: (i) Tenant shall not construct any Tenant’s Alterations until Landlord has approved in writing the plans and specifications therefor; (ii) such Tenant’s Alterations shall be constructed substantially in compliance with such approved plans and specifications by a licensed contractor first approved by Landlord; and (iii) Tenant shall pay to Landlord on demand all reasonable out of pocket costs and expenses incurred by Landlord in connection with the review of such plans and specifications and Landlord’s oversight and coordination of Tenant’s Alterations, which shall include a commercially reasonable review or administrative fee. All Tenant’s Alterations constructed by Tenant shall be constructed in accordance with all Laws using new materials of good quality. Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) the Alteration is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) the Alteration will not affect the Building shell and core; (d) the Alteration does not require work to be performed inside the walls or above the ceiling of the Premises and (e) the Alteration does not require a permit or other governmental approval. Cosmetic Alterations shall be subject to all the other provisions of this Section 8.2.

B. Tenant shall not commence construction of any Tenant’s Alterations until (i) all required governmental approvals and permits have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant has given Landlord at least ten (10) days’ prior written notice of its intention to commence such construction, and (iv) if requested by Landlord, Tenant has obtained contingent liability and broad form builders’ risk insurance in an amount reasonably satisfactory to Landlord.

C. All Tenant’s Alterations shall be constructed at Tenant’s sole expense and shall remain the property of Tenant during the Lease Term, but shall not be altered or removed from the Premises. At the expiration or sooner termination of the Lease Term, all Tenant’s Alterations shall be surrendered to Landlord as part of the realty and shall then become Landlord’s property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof; provided, however, that if Landlord requires Tenant to remove any Tenant’s Alterations, Tenant shall so remove such Tenant’s Alterations prior to the expiration or sooner termination of the Lease Term. Notwithstanding the foregoing, Tenant shall not be obligated to remove any Tenant’s Alterations with respect to which all of the following is true: (i) at the time Tenant requested Landlord’s approval, Tenant requested of Landlord in writing that Landlord inform Tenant of whether or not Landlord would require Tenant to remove such Tenant’s Alterations at the expiration of the Lease Term; and (ii) at the time Landlord granted its approval, it did not inform Tenant that it would require Tenant to remove such Tenant’s Alterations at the expiration of the Lease Term.

8.3 Alterations Required by Law. Tenant shall make, at its sole cost, any alteration, addition or change of any sort to the Project that is required by any Law or Private Restriction because of (a) Tenant’s particular use or change of use of the Premises; (b) Tenant’s application for any permit or governmental approval; or (c) Tenant’s construction or installation of any Tenant’s Alterations or Trade Fixtures.

8.4 Mechanic’s Liens. Tenant shall keep the Project free from all liens and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant or Tenant’s Agents relating to the Project. If any claim of lien is recorded (except those caused by Landlord or Landlord’s Agents), Tenant shall bond against or discharge the same within ten (10) days after the same

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has been recorded against the Project. Should any lien be filed against the Project or any action be commenced affecting title to the Project, the party receiving notice of such lien or action shall immediately give the other party written notice thereof.

8.5 Taxes on Tenant’s Property. Tenant shall pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed against Tenant or Tenant’s estate in this Lease or the property of Tenant situated within the Premises which become due during the Lease Term. If any tax or other charge is assessed by any governmental agency because of the execution of this Lease, such tax shall be paid by Tenant. Upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments.

8.6 Additional Provisions. Notwithstanding the foregoing, Tenant may make non-structural interior alterations having a cost not to exceed $25,000.00 in the aggregate in any twelve (12) month period which will not adversely affect, in any way, the mechanical, electrical, plumbing, HVAC, structural and/or fire and life safety components of the Building without Landlord’s consent. Tenant’s trade fixtures, furniture, equipment and other personal property installed in the Premises (“Tenant’s Property”) shall at all times be and remain Tenant’s property. Except for alterations which cannot be removed without structural injury to the Premises, at any time Tenant may remove Tenant’s Property from the Premises, provided that Tenant repairs all damage caused by such removal. Landlord shall have no lien or other interest in any item of Tenant’s Property. Tenant shall have no obligation to remove the initial Tenant’s Work.

9. Waste Disposal and Utilities.

9.1 Waste Disposal. Tenant shall store its waste either inside the Premises or within outside trash enclosures (if any) that are designated by Landlord. All entrances to such outside trash enclosures (if any) shall be kept closed, and waste shall be stored in such manner as not to be visible from the exterior of such outside enclosures. Tenant shall keep all fire corridors and mechanical equipment rooms in the Premises free and clear of all obstructions at all times.

9.2 Utilities. Landlord shall furnish to the Premises HVAC, electricity and water in such amounts as Landlord reasonably determines are necessary for the use of the Premises as business offices. Landlord shall supply HVAC to the Premises during the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday (except holidays) (i.e., during the normal business hours of the Building). Tenant shall have the right to receive HVAC service during hours other than normal business hours by paying Landlord’s then standard charge (currently $75 per hour) for additional HVAC service and providing such prior notice as is reasonably specified by Landlord. Landlord also shall provide janitorial services to the Premises five (5) nights per week (except holidays), and the cost thereof shall be included in Common Operating Expenses. Utilities and services for the Common Area shall be provided by Landlord as part of Common Operating Expenses, Utilities and services that are supplied to the Premises shall be charged separately to Tenant based upon Landlord’s reasonable estimate of Tenant’s usage or, in the case of electricity, using separate meter. Tenant shall be solely responsible for installing its own data and telecommunications systems. Unless resulting from the willful misconduct of Landlord or Landlord’s Agents, Landlord shall not be liable for any failure to provide access to the Premises, to assure the beneficial use of the Premises or to furnish any services or utilities when such failure is caused by natural occurrences, riots, civil disturbances, insurrection, war, court order, public enemy, accidents, breakage, strikes, lockouts, other labor disputes, the making of repairs, alterations or improvements to the Premises or the Building, the inability to obtain an adequate supply of fuel, gas, steam, water, electricity, communication services, labor or other supplies or by any other condition beyond Landlord’s reasonable control, and Tenant shall not be entitled to any damages resulting from such failure, nor shall such failure relieve Tenant of the obligation to pay all sums due hereunder or constitute or be construed as a constructive or other eviction of Tenant To the extent any such failure arises from a

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circumstance within Landlord’s reasonable control or arises from the negligence of Landlord or its Agents, then Landlord shall use its commercially reasonable efforts to cause such services to be restored as soon as reasonably practicable. In addition and notwithstanding the foregoing, if such failure within Landlord’s reasonable control or arising from the negligence of Landlord or its Agents occurs and (a) the same continues for three (3) consecutive business days, and (b) as a result of such service interruption the Premises are rendered untenantable and Tenant actually ceases to use the Premises, commencing on the fourth (4^th) consecutive business day of such service failure (unless the service failure is caused by a fire or other casualty, in which event Section 12 controls), Tenant shall, as its sole remedy, be entitled to an equitable diminution of rent based upon the pro rata portion of the Premises which is rendered unfit for occupancy for the permitted use and actually not used by Tenant, except to the extent such service failure is caused by Tenant or its employees, agents, contractors, invitees, or licensees. If any governmental entity promulgates or revises any statute, ordinance or building, fire or other code, or imposes mandatory or voluntary controls or guidelines on Landlord or the Building or any part thereof, relating to the use or conservation of energy, water, gas, steam, light, communication services or electricity or the provision of any other utility or service provided with respect to this Lease, or if Landlord is required or elects to make alterations to the Building in order to comply with such mandatory or voluntary controls or guidelines, Landlord may, in its sole discretion, comply with such mandatory or voluntary controls or guidelines, or make such alterations to the Building (subject to the last sentence of Section 4.2D). Neither such compliance nor the making of such alterations shall in any event entitle Tenant to any damages, relieve Tenant of the obligation to pay any of the sums due hereunder or constitute or be construed as a constructive or other eviction of Tenant.

9.3 Compliance with Governmental Regulations. Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance.

10. Insurance.

10.1 Tenant’s Insurance. Tenant shall maintain insurance complying with all of the following:

A. Tenant shall procure, pay for and keep in full force and effect the following:

(1) Commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Liability Insurance Minimum specified in Section M of the Summary, which insurance shall contain a “contractual liability” endorsement insuring Tenant’s performance of Tenant’s obligation to indemnify Landlord contained in Section 11.3;

(2) Fire and property damage insurance in so-called “special form” (formerly “all risk”) insuring Tenant’s Trade Fixtures and Tenant’s Alterations (including, without limitation, Tenant’s Work) for the full actual replacement cost thereof; and

(3) Business auto liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident, insurance protecting against liability under workers’ compensation laws with limits at least as required by statute, insurance for all plate glass in the Premises, and such other insurance that is reasonably required by Landlord and customarily carried by tenants of comparable premises. In the case of such other insurance reasonably required by Landlord, Landlord shall provide to Tenant reasonable evidence that the same is customarily carried by tenants of comparable premises

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(which reasonable evidence may consist of a statement by a local real estate or insurance broker to that effect). In addition, Landlord shall not require any such additional insurance not stated in this Section 10.1 during the first five (5) years of the Lease Term.

B. Each policy of insurance required to be carried by Tenant pursuant to this Section 10.1: (i) shall name Landlord and such other parties in interest as Landlord reasonably designates as additional insured; (ii) shall be primary insurance which provides that the insurer shall be liable for the full amount of the loss up to and including the total amount of liability set forth in the declarations without the right of contribution from any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord; (v) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty (30) days prior written notice to Landlord; (vi) shall not have a “deductible” in excess of such amount as is reasonably approved by Landlord; (vii) shall contain a cross liability endorsement; and (viii) shall contain a “severability” clause.

C. A copy of each paid-up policy evidencing the insurance required to be carried by Tenant pursuant to this Section 10.1 (appropriately authenticated by the insurer) or a certificate of the insurer, certifying that such policy has been issued, providing the coverage required by this Section 10.1, and containing the provisions specified herein, shall be delivered to Landlord prior to the Commencement Date and upon renewal of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage. Landlord may, at any time, and from time to time, inspect and copy any and all insurance policies required to be procured by Tenant pursuant to this Section 10.1. If any Lender or insurance advisor reasonably determines at any time that the amount of coverage required for any policy of insurance Tenant is to obtain pursuant to this Section 10.1 is not adequate, then Tenant shall increase such coverage for such insurance to such amount as such Lender or insurance advisor reasonably deems adequate, not to exceed the level of coverage for such insurance commonly carried by tenants of comparable premises in the vicinity of the Project. In such case, Landlord shall provide to Tenant reasonable evidence that such increase in coverage does not exceed the level of coverage for such insurance commonly carried by tenants of comparable premises in the vicinity of the Project (which reasonable evidence may consist of a statement by a local real estate or insurance broker to that effect). In addition, Landlord shall not require any such additional coverage not stated in this Section 10.1 during the first five (5) years of the Lease Term.

10.2 Landlord’s Insurance. Landlord shall have the following obligations and options regarding insurance:

A. Landlord shall maintain a policy or policies of fire and property damage insurance in so-called “special form” (formerly “all risk”) insuring Landlord (and such others as Landlord may designate) against loss of rents for a period of not less than twelve (12) months and from physical damage to the Project. Landlord may so insure the Project separately, or may insure the Project with other property owned by Landlord which Landlord elects to insure together under the same policy or policies. Landlord shall have the right, but not the obligation, in its sole and absolute discretion, to obtain insurance for such additional perils that Landlord deems appropriate, including, without limitation, coverage for damage by earthquake and/or flood. All such coverage shall contain “deductibles” which Landlord deems appropriate, which deductibles (except for earthquake) must be commercially reasonable. Landlord shall not be required to cause such insurance to cover any Trade Fixtures or Tenant’s Alterations.

B. Landlord may maintain a policy or policies of commercial general liability insurance insuring Landlord (and such others as are designated by Landlord) against liability for personal injury, bodily injury, death and damage to property occurring or resulting from an occurrence in, on or about the Project, with combined single limit coverage in such amount as Landlord from time to time determines is reasonably necessary for its protection.

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10.3 Tenant’s Obligation to Reimburse. If Landlord’s insurance rates for the Building are increased at any time during the Lease Term as a result of the nature of Tenant’s use of the Premises or any acts of omission of Tenant or its Agents, Tenant shall reimburse Landlord for the full amount of such increase immediately upon receipt of a bill from Landlord therefor.

10.4 Release and Waiver of Subrogation. Notwithstanding any provision herein to the contrary: (a) Landlord hereby waives, except to the extent of its insurance deductible (and shall cause its insurance carriers to waive) any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the Project from causes then included under standard “special form” insurance policies or endorsements; provided, however, that such waiver of subrogation shall be limited exclusively to insurance proceeds actually received by Landlord for such damage or destruction; and (b) Tenant hereby waives (and shall cause its insurance carriers to waive) any and all rights of recovery against Landlord for or arising out of damage to or destruction of, any property of Tenant, Trade Fixtures or Tenant’s Alterations, from causes then included under standard “special form” insurance policies or endorsements; provided, however, that such waiver of subrogation shall be limited exclusively to insurance proceeds actually received by Tenant for such damage or destruction.

11. Limitation on Landlord’s Liability and Indemnity.

11.1 Limitation on Landlord’s Liability. Landlord shall not be liable to Tenant, nor shall Tenant be entitled to terminate this Lease or to any abatement of rent (except as expressly provided otherwise herein), for any injury to Tenant or Tenant’s Agents, damage to the property of Tenant or Tenant’s Agents, or loss to Tenant’s business resulting from any cause, including, without limitation, any: (a) failure, interruption or installation of any HVAC or other utility system or service; (b) failure to furnish or delay in furnishing any utilities or services when such failure or delay is caused by fire or other peril, the elements, labor disturbances of any character, or any other accidents or other conditions beyond the reasonable control of Landlord; (c) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other form of energy or any services or utility serving the Project; (d) vandalism or forcible entry by unauthorized persons or the criminal act of any person; or (e) penetration of water into or onto any portion of the Premises or the Building through roof leaks or otherwise; provided that the foregoing release of liability shall not apply to any injury to Tenant or Tenant’s Agents or any personal injury or death to the extent arising from the active negligence or willful misconduct of Landlord or its Agents or from Landlord’s breach of this Lease. Notwithstanding anything to the contrary in the Lease, in no event shall Landlord be liable to Tenant for any lost profit, damage to or loss of business or any form of special, indirect or consequential damages.

11.2 Limitation on Tenant’s Recourse. If Landlord is a corporation, trust, partnership, limited liability company, joint venture, unincorporated association or other form of business entity: (a) the obligations of Landlord shall not constitute personal obligations of the officers, directors, trustees, partners, joint venturers, members, owners, stockholders, or other principals or representatives of such business entity; and (b) Tenant shall not have recourse to the assets of such officers, directors, trustees, partners, joint venturers, members, owners, stockholders, principals or representatives. Notwithstanding anything to the contrary contained in the Lease, the liability of Landlord (and of any successor landlord) shall be limited to the interest of Landlord in the Project or the sale proceeds therefrom. Tenant shall have recourse only to the interest of Landlord in the Project for the satisfaction of the obligations of Landlord and shall not have recourse to any other assets of Landlord for the satisfaction of such obligations.

11.3 Indemnification.

A. Tenant shall hold harmless, indemnify, protect and defend Landlord and its Agents, with counsel reasonably satisfactory to Landlord, from all liability, penalties, losses, damages, costs,

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expenses, causes of action, claims and judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from or in connection with (a) any cause or causes whatsoever (other than the willful misconduct or negligence of Landlord or Landlord’s Agents) occurring in or about the Premises, (b) the use, occupancy and enjoyment of the Project by Tenant or its Agents, (c) the negligence or willful misconduct of Tenant or its Agents, wherever the same may occur, or (d) an Event of Tenant’s Default. The provisions of this Section 11.3.A shall survive the expiration or sooner termination of this Lease.

B. Landlord shall hold harmless, indemnify, protect and defend Tenant and its Agents, with counsel reasonably satisfactory to Tenant, from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from or in connection with the willful misconduct or gross or active negligence of Landlord or its Agents. The provisions of this Section 11.3.B shall survive the expiration or sooner termination of this Lease.

11.4 Limitation on Landlord’s Recourse. If Tenant is a corporation: (a) the obligations of Tenant shall not constitute personal obligations of the officers, directors, trustees, partners, joint venturers, members, owners, stockholders, or other principals or representatives of such corporation; and (b) Landlord shall not have recourse to the assets of such officers, directors, trustees, partners, joint venturers, members, owners, stockholders, principals or representatives.

12. Damage to the Premises.

12.1 Landlord’s Duty to Restore. If the Premises are damaged by any peril after the Commencement Date, Landlord shall restore the Premises unless this Lease is terminated by Landlord pursuant to Section 12.2 or by Tenant pursuant to Section 12.3. All insurance proceeds available from the fire and property damage insurance carried by Landlord pursuant to Section 10.2 shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to either Section 12.2 or Section 12.3, then all insurance proceeds available from insurance carried by Tenant which covers loss to property that is Landlord’s property or would become Landlord’s property on termination of this Lease shall be paid to and become the property of Landlord. If this Lease is not so terminated, then upon receipt of the insurance proceeds (if the loss is covered by insurance) and the issuance of all necessary governmental permits, Landlord shall commence restoration of the Premises, to the extent then allowed by Law, to substantially the same condition in which the Premises were immediately prior to such damage. Landlord’s obligation to restore shall be limited to the Premises and interior improvements constructed by Landlord as they existed as of the Commencement Date, excluding any Tenant’s Alterations, Trade Fixtures and/or personal property constructed or installed by Tenant in the Premises. Tenant shall forthwith replace or fully repair all Tenant’s Alterations (including, without limitation, Tenant’s Work) and Trade Fixtures installed by Tenant and existing at the time of such damage or destruction, and all insurance proceeds received by Tenant from the insurance carried by it pursuant to Section 10.1A(2) shall be used for such purpose.

12.2 Landlord’s Right to Terminate. Landlord shall have the right to terminate this Lease in the event any of the following occurs, which right may be exercised only by delivery to Tenant of a written notice of election to terminate within sixty (60) days after the date of such damage:

A. Either the Project or the Building is damaged by an Insured Peril to such an extent that the estimated cost to restore exceeds thirty-five percent (35%) of the then actual replacement cost thereof;

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B. Either the Project or the Building is damaged by an Uninsured Peril to such an extent that the estimated cost to restore exceeds $250,000 or any Lender requires that the insurance proceeds be applied to the payment of the mortgage debt;

C. Either the Project, Building or the Premises are damaged and repairs of such damage cannot, in Landlord’s determination, be made within two hundred seventy (270) days after the occurrence of such damage, without the payment of overtime or other premiums;

D. The Premises are damaged by any peril within twelve (12) months of the last day of the Lease Term (as extended if Tenant previously exercised the Extension Option); or

E. Either the Project or the Building is damaged by any peril and, because of the Laws then in force, (i) cannot be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) cannot be used for the same use being made thereof before such damage if restored as required by this Article.

F. As used herein, the following terms shall have the following, meanings: (i) the term “Insured Peril” shall mean a peril, other than earthquake or flood, actually insured against for which the insurance proceeds actually received by Landlord are sufficient (except for any “deductible” amount specified by such insurance) to restore the Project under then existing building codes to the condition existing immediately prior to the damage; and (ii) the term “Uninsured Peril” shall mean any earthquake, flood or other peril which is not an Insured Peril.

12.3 Tenant’s Right to Terminate. If the Premises are damaged by any peril and Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to Section 12.2, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the restoration work required of Landlord may be completed. Tenant shall have the right to terminate this Lease in the event any of the following occurs, which right may be exercised only by delivery to Landlord of a written notice of election to terminate within seven (7) days after Tenant receives from Landlord the estimate of the time needed to complete such restoration:

A. The Premises are damaged by any peril and, in the reasonable opinion of Landlord’s architect or construction consultant, the restoration of the Premises cannot be substantially completed within two hundred seventy (270) days after the date of such damage; provided, however, Tenant shall not have the right to terminate this Lease if such damage was caused by the gross or active negligence or willful misconduct of Tenant or its Agents; or

B. The Premises are damaged by any peril within twelve (12) months of the last day of the Lease Term (as extended if Tenant previously exercised the Extension Option) and, in the reasonable opinion of Landlord’s architect or construction consultant, the restoration of the Premises cannot be substantially completed within thirty (30) days after the date of such damage; provided, however, Tenant shall not have the right to terminate this Lease if such damage was caused by the gross or active negligence or willful misconduct of Tenant or its Agents.

12.4 Abatement of Rent. In the event of damage to the Premises which does not result in the termination of this Lease, the Base Monthly Rent and the Additional Rent shall be temporarily abated during the period of restoration in proportion to the degree to which Tenant’s use of the Premises is impaired by such damage. Tenant shall not be entitled to any compensation or damages from Landlord for loss of Tenant’s business or property or for any inconvenience or annoyance caused by such damage or restoration,

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Tenant hereby waives the provisions of California Civil Code Sections 1932(2) and 1933(4) and the provisions of any similar law hereinafter enacted.

13. Condemnation.

13.1 Landlord’s Termination Right. Landlord shall have the right to terminate this Lease if, as a result of a taking by means of the exercise of the power of eminent domain (including a voluntary sale or transfer by Landlord to a condemnor under threat of condemnation), (a) all or any part of the Premises is so taken, (b) more than ten percent (10%) of the Building Net Rentable Area is so taken where such taking would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building, or (c) more than thirty percent (30%) of the Common Area is so taken where such taking would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. Any such right to terminate by Landlord must be exercised within a reasonable period of time, to be effective as of the date possession is taken by the condemnor.

13.2 Tenant’s Termination Right. Tenant shall have the right to terminate this Lease if, as a result of any taking by means of the exercise of the power of eminent domain (including any voluntary sale or transfer by Landlord to any condemnor under threat of condemnation), any part of the Premises is so taken and that part of the Premises that remains cannot be restored within a reasonable period of time and thereby made reasonably suitable for the continued operation of Tenant’s business. Tenant must exercise such right within thirty (30) days of Tenant’s notice of such taking, to be effective on the date that possession of that portion of the Premises or Common Area that is condemned is taken by the condemnor.

13.3 Restoration and Abatement of Rent. If any part of the Premises or the Common Area is taken by condemnation and this Lease is not terminated, then Landlord shall restore the remaining portion of the Premises and Common Area and interior improvements constructed by Landlord as they existed as of the Commencement Date, excluding any Tenant’s Alterations, Trade Fixtures and/or personal property constructed or installed by Tenant. Thereafter, as of the date possession is taken, the Base Monthly Rent and Tenant’s Share shall be reduced in the same proportion that the floor area of that part of the Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises.

13.4 Temporary Taking. If any portion of the Premises is temporarily taken for one hundred eighty (180) days or less, this Lease shall remain in effect. If any portion of the Premises is temporarily taken by condemnation for a period which exceeds one hundred eighty (180) days or which extends beyond the natural expiration of the Lease Term, and such taking materially and adversely affects Tenant’s ability to use the Premises for the Permitted Use, then Tenant shall have the right to terminate this Lease, effective on the date possession is taken by the condemnor.

13.5 Division of Condemnation Award. Any award made as a result of any condemnation of the Premises, the Common Area or any other portion of the Project shall belong to and be paid to Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any such award; provided, however, that Tenant shall be entitled to receive any condemnation award that is made directly to Tenant for the following so long as the award made to Landlord is not thereby reduced: (a) for the taking of personal property or Trade Fixtures belonging to Tenant; or (b) for Tenant’s moving costs. The rights of Landlord and Tenant regarding any condemnation shall be determined as provided in this Article, and each party hereby waives the provisions of California Code of Civil Procedure Section 1265.130 and the provisions of any similar law hereinafter enacted allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises.

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14. Assignment and Subletting.

14.1 Transfer by Tenant. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Section 14.1 as “Tenant”):

A. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord: (i) sublet all or any part of the Premises or allow it to be sublet, licensed, shared, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage, hypothecate or encumber this Lease (or otherwise use this Lease as a security device) in any manner; or (iv) amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord, including consent to a future Transfer of the Premises by a subtenant, assignee or other transferee. Such consent shall not be unreasonably withheld or delayed. Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (a) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (b) the proposed transferee is a governmental organization; (c) any uncured Event of Tenant’s Default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an Event of Tenant’s Default); (d) any portion of the Building or Project would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (e) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (f) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (g) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust (or pension fund or other ownership vehicle) qualification tests applicable to Landlord or its affiliates (if applicable); or (h) the proposed transferee is or has been involved in litigation with Landlord or any of its affiliates. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (1) Hazardous Materials (as defined in Section 17.3 of this Lease) used, stored, released, or disposed of by the potential subtenant or assignee, and/or (2) violations of Hazardous Materials Law (as defined in Section 17.3 of this Lease) by Tenant or the proposed subtenant or assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (x) is in a form reasonably approved by Landlord, (y) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 14.1B, and (z) in the case of an assignment of this Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer. Notwithstanding anything herein to the contrary, Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor laws, now of hereafter in effect, and all other remedies for a default by Landlord under this Article 14, including without limitation any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under applicable law, on behalf of the proposed transferee

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B. At least thirty (30) days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord’s approval, which notice shall include the following: (i) the name and legal composition of the proposed transferee; (ii) a current financial statement of the transferee, financial statements of the transferee covering the preceding three (3) years if the same exist, and (if available) an audited financial statement of the transferee for a period ending not more than one (1) year prior to the proposed effective date of the Transfer, all of which statements shall be prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee’s business to be carried on in the Premises; (iv) all consideration to be given on account of the Transfer; and (v) a current financial statement of Tenant. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within seven (7) days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (a) thirty (30) days of receipt of such request together with the required accompanying documentation, or (b) fifteen (15) days after Landlord’s receipt of all information which Landlord reasonably requests after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within such period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any material modification to the proposed terms of such Transfer, which shall also be subject Landlord’s consent in accordance with the same process for obtaining Landlord’s initial consent to such Transfer.

C. In the event that Tenant seeks to make any assignment of the Lease or seeks to sublease, for fifty percent (50%) or more of the remainder of the Term, all or a portion of the Premises, then Landlord shall have the right to terminate this Lease or, in the case of such a sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be so sublet. In the event that Landlord elects to so terminate this Lease, then this Lease shall so terminate in its entirety (or as to the space to be so sublet as the case may be) thirty (30) days after Landlord has notified Tenant in writing of such election. In the case of a partial termination of this Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to this Lease bears to the original area of the Premises.

D. If Landlord consents to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply:

(1) Tenant shall not be released of its liability for the performance of its obligations under this Lease.

(2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord fifty percent (50%) of all Subrent (as defined in Section 14.1D(5)) received by Tenant related to such assignment less all Transfer Costs (hereinafter defined). In the case of an assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee. Where the amount of Subrent under this Section 14.1D(2) is paid to Tenant on a periodic basis, for purposes of the calculation under this Section 14.1D(2), Transfer Costs shall be amortized on a straight-line basis over the term of such assignment.

(3) If Tenant sublets any part of the Premises, then with respect to the space to be subleased, Tenant shall pay to Landlord fifty percent (50%) of the positive difference, if any, between (a) all Subrent paid by the subtenant to Tenant (after deducting therefrom Transfer Costs, which Transfer Costs, for purposes of this calculation, shall be amortized on a straight-line basis over the term of such sublease), less (b) the sum of all Base Monthly Rent and Additional Rent allocable to the space sublet. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant.

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(4) Tenant’s obligations under this Section 14.1D shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be an Event of Tenant’s Default. At the time Tenant makes any payment to Landlord required by this Section 14.1D, Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer.

(5) As used in this Section 14.1D, the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant’s interest in this Lease or in the Premises, including payments from or on behalf of the transferee (in excess of the fair market value thereof) for Tenant’s assets, fixtures, leasehold improvements, inventory, accounts, goodwill, equipment, furniture, and general intangibles. As used in this Section 14.1D, the term “Transfer Costs” shall mean the following costs and expenses incurred by Tenant in connection with a Transfer: (a) any real estate brokerage commissions or fees payable in connection with such Transfer; (b) costs for tenant improvements or other alterations in the Premises in connection with the Transfer; (c) any space planning, architectural or design fees or expenses incurred in connection with such Transfer; and (d) any reasonable attorneys’ fees incurred by Tenant in connection with the Transfer.

(6) In the event of a default by any assignee, sublessee or other successor of Tenant in the performance of any of the terms or obligations of Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against any such assignee, sublessee or other successor. In addition, Tenant immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under the Lease, all rent from any subletting of all or a part of the Premises as permitted under this Lease, and Landlord, as Tenant’s assignee, or any receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under the Lease; except that, until the occurrence of an Event of Tenant’s Default, Tenant shall have the right to collect such rent subject to the provisions of Sections 14.1D(2) and (3).

E. Intentionally Deleted.

F. Notwithstanding anything to the contrary contained in this Section 14.1, Tenant may assign its entire interest under this Lease or sublease all or any part of the Premises to (i) its Affiliate (defined below), (ii) a successor to Tenant by merger or (iii) a purchaser of all or substantially all of Tenant’s equity interests or assets (each a “Permitted Transferee”), without the consent of Landlord (a “Permitted Transfer”), provided that all of the following conditions are satisfied in Landlord’s reasonable discretion: (a) Tenant is not in default (beyond any applicable notice and cure periods) hereunder at the time of the proposed Transfer; (b) the proposed transferee will not be inconsistent with the character of the Building and its other tenants; (c) the proposed transferee has a tangible net worth equal to or exceeding the tangible net worth of Tenant immediately prior to such proposed Transfer; and (d) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed Transfer (unless such prior notice would be in violation of applicable law or contract, in which case notice shall be given as promptly as possible following the Transfer), along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this provision have been satisfied, including if applicable, the qualification of such proposed transferee as an Affiliate of Tenant. The term “Affiliate” means any person or entity controlling, controlled by or under common control with Tenant.

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14.2 Transfer By Landlord. Landlord and its successors in interest shall have the right to transfer their interest in this Lease and the Project at any time and to any person or entity. In the event of any such transfer, whether by sale, lease or sublease, foreclosure, deed in lieu, or otherwise, the named Landlord (or the then grantor) shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and any such transferee that such transferee has assumed and agreed to carry out any and all covenants and obligations of the named Landlord (or the then grantor) and is the Landlord hereunder.

15. Default and Remedies.

15.1 Events of Tenant’s Default. Tenant shall be in default of its obligations under this Lease if any of the following events occurs (an “Event of Tenant’s Default”):

A. Tenant shall have failed to pay Base Monthly Rent or Additional Rent when due where such failure is not cured within five (5) business days after written notice from Landlord of such failure; or

B. Tenant shall have failed to perform any term, covenant, or condition of this Lease except those requiring the payment of Base Monthly Rent or Additional Rent, and Tenant shall have failed to cure such breach within fifteen (15) days after written notice from Landlord specifying the nature of such breach where such breach could reasonably be cured within such fifteen (15) day period, or if such breach could not be reasonably cured within such fifteen (15) day period, Tenant shall have failed to commence such cure within such fifteen (15) day period and thereafter continue with due diligence to prosecute such cure to completion within such time period as is reasonably needed, but not to exceed sixty (60) days from the date of Landlord’s notice; or

C. Tenant shall have sublet the Premises or assigned its interest in this Lease in violation of the provisions contained in Article 14; or

D. Tenant shall have abandoned the Premises; or

E. The occurrence of the following: (i) the making by Tenant of any general arrangements or assignments for the benefit of creditors; (ii) Tenant becomes a “debtor” as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this Section 15.1E is contrary to any applicable Law, such provision shall be of no force or effect;

F. Tenant shall have failed to deliver documents required of it pursuant to Section 18.5 or Section 18.7 within the time periods specified therein; or

G. Any three (3) material failures by Tenant to observe and perform any provision of this Lease during any twelve (12) month period of the Lease Term, as such may be extended, shall constitute, at the option of Landlord, a separate and noncurable default.

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15.2 Landlord’s Remedies. If an Event of Tenant’s Default occurs, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative:

A. Landlord may keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Lease. Notwithstanding anything to the contrary contained in this Lease, in the event of a breach of an obligation by Tenant, Landlord shall have the right, but not the obligation, to cure the breach of Tenant and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.

B. Landlord may terminate this Lease by giving Tenant written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice. Any termination under this Section 15.2B shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease, constitute a termination of this Lease: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (ii) acts of maintenance or preservation or efforts to relet the Premises; or (iii) any other action by Landlord or Landlord’s Agents intended to mitigate the adverse effects of any breach of this Lease by Tenant.

C. Landlord shall have the remedy described in California Civil Code Section 1951.4 (Landlord may continue the Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes due). In the event Tenant breaches this Lease and abandons the Premises, this Lease shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Lease. No act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by Section 15.2B, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination.

D. In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to damages in an amount as set forth in California Civil Code Section 1951.2 as in effect on the Effective Date. Such damages shall include, without limitation:

(1) The worth at the time of award of the unpaid rent and additional rent which had been earned at the time of termination, computed by allowing interest at the Agreed Interest Rate;

(2) The worth at the time of award of the amount by which the unpaid rent and additional rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, computed by allowing interest at the Agreed Interest Rate;

(3) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and

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(4) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom.

E. Nothing in this Section 15.2 shall limit Landlord’s right to indemnification from Tenant as provided in Section 17.1 or Section 11.3. Any notice given by Landlord in order to satisfy the requirements of Section 15.1 above shall also be deemed to satisfy the notice requirements of California Code of Civil Procedure Sections 1161 and 1162 regarding unlawful detainer proceedings.

15.3 Waiver. One party’s consent to or approval of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent similar act by the other party. The receipt by Landlord of any rent or payment with or without knowledge of the breach of any other provision hereof shall not be deemed a waiver of any such breach unless such waiver is in writing and signed by Landlord. No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or of any other provisions herein contained.

15.4 Limitation on Exercise of Rights. At any time that an Event of Tenant’s Default has occurred and remains uncured, it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give.

15.5 Waiver by Tenant of Certain Remedies. Tenant waives the provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code and any similar or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the expenses of such repairs from the rent due under this Lease. Tenant hereby waives any right of redemption or relief from forfeiture under the laws of the State of California, or under any other present or future law, including the provisions of Sections 473, 1174 and 1179 of the California Code of Civil Procedure and Section 3275 of the California Civil Code.

15.6 Default by Landlord. Landlord shall not be in default of any obligation unless and until it has failed to perform such obligation within thirty (30) days after written notice from Tenant specifying Landlord’s failure to perform; but if more than thirty (30) days are required for performance, then Landlord shall not be in default if it commences performance within such thirty (30)-day period and thereafter diligently prosecutes same to completion.

16. Landlord’s Reserved Rights.

16.1 Construction of Additional Improvements. Tenant acknowledges that Landlord may from time to time construct additional improvements in the Building and on the Project (including, without limitation, additional buildings). Landlord shall have the right to construct such improvements, and Tenant shall not be entitled to any abatement of rent as a result of such construction, including, without limitation, due to the noise, dust, additional traffic, additional usage of and wear and tear on the Common Area, loss of view or disruption associated therewith so long as Tenant’s parking rights and Tenant’s access to the Premises is not materially diminished (but subject to Section 7.2). Tenant waives any and all claims that it or its employees, invitees, agents or contractors may have as a result thereof. The design, location and configuration of such improvements shall be in Landlord’s sole discretion. As a result of the construction of such improvements, portions of the Common Area, including, without limitation, parking location, configuration and access, may be temporarily or permanently closed or modified. None of the foregoing shall give rise to any rights or claims by Tenant, and Tenant shall not be entitled to any compensation or abatement

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of any kind with respect thereto. Landlord shall use reasonable efforts to minimize disruption to Tenant’s use of the Premises as a result of such construction (which reasonable efforts shall not require Landlord to perform work outside of normal business hours). Provided Tenant’s parking rights and Tenant’s access to the Premises is not materially diminished, Landlord shall have the right in its sole discretion to sell portions of the Project or to develop portions of the Project as separate projects, in which case such portions of the Project shall thereafter be excluded from the term “Project”.

16.2 Landlord’s Right to Enter. Landlord and its Agents may enter the Premises at any reasonable time after giving at least twenty-four (24) hours’ prior notice to Tenant, which may be given orally (except in the case of emergency in which event entry may be made immediately at any time without requirement of such notice) for the purpose of: (a) inspecting the same; (b) posting notices of non- responsibility; (c) supplying any service to be provided by Landlord to Tenant; (d) showing the Premises to prospective purchasers, mortgagees or, during the last twelve (12) months of the Lease Term, tenants; (e) making alterations, additions or repairs; (f) performing Tenant’s obligations when Tenant has failed to do so after written notice from Landlord; (g) placing upon the Premises ordinary “for lease” signs or “for sale” signs; and (h) responding to an emergency. Landlord shall have the right to use any and all means Landlord may deem necessary and proper to enter the Premises in an emergency. Any entry into the Premises obtained by Landlord in accordance with this Section shall not be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises. Tenant shall at all times provide to Landlord, and Landlord shall at all times have the right to retain, all card keys (and other keys) necessary for Landlord to enter the Premises.

16.3 Control of Common Area. Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of rent, to: (a) close any part of the Common Area to whatever extent required in the opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (b) temporarily close the Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (c) change the shape, size, location and extent of the Common Area; (d) eliminate from or add to the Project and the Common Area any land or improvement; (e) make changes to the Common Area including, without limitation, changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic; (f) remove unauthorized persons from the Project; and/or (g) change the name or address of the Building or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If, in the opinion of Landlord, unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Building, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, (i) Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business, and (ii) Landlord shall not exercise its rights to control the Common Area in a manner that would materially interfere with Tenant’s use of or access to the Premises without first obtaining Tenant’s consent, which shall not be unreasonably withheld. Landlord shall have no obligation to provide guard services or other security measures for the benefit of the Project. Tenant assumes all responsibility for the protection of Tenant and Tenant’s Agents from acts of third parties; provided, however, that nothing contained herein shall prevent Landlord, at its sole option, from providing security measures for the Project.

16.4 Change in Area. If from time to time there is a change in the net rentable area in the Building held for lease, whether as a result of addition of area through construction, a diminution of area as a result of a casualty described in Section 12, a taking by eminent domain or condemnation described in Section 13 or a physical change in such area for any other reason that in Landlord’s opinion will continue in excess of six (6) months, then Landlord may notify Tenant that the Building Net Rentable Area set forth in Section E of the Summary shall be changed, until any further notice of change, to mean the number of square feet of net

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rentable area in the Building held for commercial lease by Landlord as reasonably determined by Landlord on completion of such change. In such event, the Tenant’s Share set forth in Section F of the Summary shall be adjusted accordingly so long as the shares of all other tenants in the Building are similarly adjusted.

17. Hazardous Materials. Landlord and Tenant agree as follows with respect to the existence or use of Hazardous Materials on the Project:

17.1 Tenant shall not use or permit Tenant’s Agents to transport, store, treat, dispose, use or otherwise bring onto the Project any Hazardous Materials. Without limiting the generality of the foregoing, any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant and Tenant’s Agents in or about the Project shall strictly comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, protect and hold harmless Landlord from and against any liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses to the extent resulting from or arising in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of Hazardous Materials on or about the Project by Tenant or Tenant’s Agents.

17.2 As used herein, the term “Hazardous Material,” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material,” includes, without limitation, petroleum products, asbestos, PCB’s, and any material or substance which is (i) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ii) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903), or (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601). As used herein, the term “Hazardous Materials Law” shall mean any statute, law, ordinance, or regulation of any governmental body or agency (including, without limitation, the U.S. Environmental Protection Agency, the California Regional Water Quality Control Board, and the California Department of Health Services) which regulates the use, storage, release or disposal of any Hazardous Material. The obligations of Landlord and Tenant under this Section 17 shall survive the expiration or earlier termination of the Lease Term.

18. General Provisions.

18.1 Signs.

A. Except as otherwise specifically set forth in this Section 18.1, Tenant shall not place on any portion of the Premises any sign, placard, lettering in or on windows, banner, displays or other advertising or communicative material which is visible from the exterior of the Building without the prior written approval of Landlord, which approval Landlord may withhold in its sole discretion.

B. Tenant shall be entitled to Building standard suite identification signage consisting of Tenant’s name in a location on or near the main entry door to the Premises. Landlord shall install the same at Landlord’s cost. Any future changes thereto requested by Tenant and approved by Landlord shall be at Tenant’s cost.

C. Tenant shall have the right to have its company name listed on the building directory located in the main lobby of the Building (the “Directory Signage”), along with other tenants, with the size, color, and other aesthetics of both the Directory Signage and Tenant’s designation thereon to be determined

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by Landlord in its sole and absolute discretion. Landlord shall install, at Landlord’s cost, such Directory Signage. Any future changes thereto requested by Tenant and approved by Landlord shall be at Tenant’s cost.

D. So long as (i) there exists no uncured Event of Tenant’s Default under the terms of the Lease; (ii) Tenant is in occupancy of at least 18,541 rentable square feet in the Building; and (iii) Tenant has not assigned the Lease or sublet any part of the Premises (except for a sublease to an Affiliate), Tenant shall have the right to install eyebrow signage on the Building (the “Eyebrow Signs”) in the two locations shown on Exhibit E attached to this Lease (to the extent permitted by Law). Tenant shall be solely responsible for the costs in connection with the design, fabrication and installation of Tenant’s name on the Eyebrow Signs. Tenant must obtain Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) to the Eyebrow Signs prior to fabrication and installation. When requesting Landlord’s consent, Tenant shall submit design drawings to Landlord showing the type and sizes of all lettering and the colors, finishes and types of materials used. If during the Lease Term (and any extensions thereof) (a) Tenant is in default under the terms of the Lease after the expiration of applicable cure periods, or (b) Tenant fails to continuously occupy the Premises or (c) Tenant assigns the Lease or subleases any part of the Premises, then Tenant’s rights granted herein will terminate, and Tenant shall remove such Eyebrow Signs at Tenant’s sole cost and expense and repair any damage cause by such removal.

E. All of Tenant’s signs shall strictly conform to all Laws and Private Restrictions. Tenant shall maintain such signs in good condition and repair and shall remove, at Tenant’s sole cost, such signs on or before the expiration or earlier termination of this Lease (and repair any damage to the Building resulting therefrom). Landlord reserves the right to withhold consent to any sign that, in the sole judgment of Landlord, is not harmonious with the design standards of the Building.

18.2 Parking. Subject to this Section 18.2, Tenant shall have the nonexclusive right to park in fifty-five (55) unreserved parking spaces in the parking areas for the Project as designated by Landlord from time to time. If Landlord grants to any tenant or third party the exclusive right to use any particular parking space(s), Tenant shall not use such spaces. In the event Landlord is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord. Landlord shall have no obligation to monitor or enforce any rules regarding the use of parking in the Project. Tenant’s right to park hereunder shall be at no charge to Tenant except to the extent required by a governmental agency or municipality or otherwise required by Law.

18.3 Surrender of the Premises. Upon the expiration or sooner termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in good condition and repair, except for (a) reasonable wear and tear and (b) damage caused by casualty or condemnation. In this regard, normal wear and tear shall be construed to mean wear and tear caused to the Premises by the natural aging process which occurs in spite of prudent application of reasonable industry standards for maintenance, repair and janitorial practices, and does not include items of neglected or deferred maintenance. In any event, Tenant shall cause the following to be done prior to the expiration or sooner termination of this Lease: (i) all interior walls shall be cleaned; (ii) all tiled floors shall be cleaned; and (iii) all carpets shall be cleaned. If Landlord so requests (subject to Section 8.2.C and, with respect to Tenant’s Work, subject to Section 7 of the Work Letter attached to the Lease as Exhibit C), Tenant shall, prior to the expiration or sooner termination of this Lease, remove any Tenant’s Alterations which Tenant is required to remove pursuant to Section 8.2 and repair all damage caused by such removal. If the Premises are not so surrendered at the termination of this Lease, Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Premises to the required condition, plus interest on all costs incurred at the Agreed Interest Rate. Tenant shall indemnify, defend, protect and hold harmless Landlord against loss, costs, claims, damage or liability resulting from delay by Tenant in so

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surrendering the Premises, including, without limitation, any claims resulting from such delay made by any succeeding tenant or, if such holdover extends beyond forty-five (45) days after the expiration or sooner termination of this Lease, losses to Landlord due to lost opportunities to lease to succeeding tenants resulting from such delay (subject to Landlord’s obligation, if any, to mitigate damages under Law).

18.4 Holding Over. This Lease shall terminate without further notice at the expiration of the Lease Term. Any holding over by Tenant after expiration of the Lease Term shall not constitute a renewal or extension of this Lease or give Tenant any rights in or to the Premises except as expressly provided in this Lease. Any holding over after such expiration shall be construed to be a tenancy at sufferance only on the same terms and conditions herein specified insofar as applicable except that Base Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the rent payable during the last full calendar month of the Lease Term. Tenant shall indemnify, defend, protect and hold harmless Landlord from any loss, cost, claim, liability or damage (including any claims made by prospective tenants) due to such holding over (subject to Landlord’s obligation, if any, to mitigate damages under Law).

18.5 Subordination. The following provisions shall govern the relationship of this Lease to any Security Instrument:

A. This Lease is subject and subordinate to all Security Instruments existing as of the Effective Date. However, if any Lender so requires, this Lease shall become prior and superior to any such Lender’s Security Instrument. Landlord represents and warrants that as of the Effective Date, there are no Security Instruments encumbering the Project.

B. This Lease shall become subject and subordinate to any Security Instrument created after the Effective Date; provided, however, with respect to any such future Security Instrument, Tenant shall only be obligated to subordinate its leasehold interest to such future Lender and its Security Instrument if the Lender grants to Tenant a non-disturbance agreement, using the commercially reasonable form of document then being employed by such Lender, which will provide that Tenant, notwithstanding any default of Landlord under such Security Instrument, shall have the right to remain in possession of the Premises described herein in accordance with the terms and provisions of this Lease for so long as Tenant shall not be in default under this Lease. However, if any Lender so requires, this Lease shall become prior and superior to any such Lender’s Security Instrument.

C. The foregoing agreements shall be effective without the execution of additional documents; provided, however, Tenant shall upon request execute any document or instrument required by any Lender to make this Lease either prior or subordinate to a Security Instrument (but subject to Section 18.5.B above with respect to future Security Instruments), which may include such other matters as the Lender customarily and reasonably requires in connection with such agreements, including provisions that the Lender not be liable for (i) the return of any security deposit unless the Lender receives it from Landlord, and (ii) any defaults on the part of Landlord occurring prior to the time the Lender takes possession of the Project in connection with the enforcement of its Security Instrument. Tenant’s failure to execute any such document or instrument within ten (10) business days after written request therefor shall constitute an Event of Tenant’s Default.

18.6 Mortgagee Protection and Attornment. In the event of any default on the part of the Landlord, Tenant will give notice by certified mail to any Lender whose name has been provided to Tenant and, if such default would give Tenant the right to terminate the Lease, Tenant shall not exercise such right to terminate until Tenant shall have provided such notice to such Lender and offered such Lender a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure or other appropriate legal proceedings, if such should prove necessary to effect a cure.

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The preceding sentence shall not affect Tenant’s rights to terminate the Lease pursuant to Sections 12, 13 and 21 of the Lease. Tenant shall attorn to any purchaser of the Premises at any foreclosure sale or private sale conducted pursuant to any Security Instrument encumbering the Premises, or to any grantee or transferee designated in any deed given in lieu of foreclosure. If in connection with obtaining financing for the Project or any portion thereof, any Lender shall request reasonable modifications to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially adversely affect Tenant’s rights or obligations hereunder.

18.7 Estoppel Certificates and Financial Statements. Tenant shall, from time to time, within ten (10) business days after Landlord’s request therefor, deliver to Landlord a statement certifying that this Lease is in full force and effect, that this Lease is unmodified, or if modified, stating any such modifications, that there are no defenses or offsets to the Lease by Tenant, or stating such defenses or offsets as are claimed by Tenant, that Landlord is not in default hereunder or specifying any defaults by Landlord that Tenant alleges, and specifying the date to which rent has been paid, and specifying any further information about this Lease or the Premises that Landlord may reasonably request. Tenant’s failure to deliver such certificate within such time shall be an Event of Tenant’s Default. Tenant agrees that such certificates may be relied upon by prospective purchasers or Lenders of the Building or the Project. Tenant represents and warrants that all financial statements and information provided to Landlord prior to execution of this Lease or in connection with obtaining any consent are true and correct and accurately reflect the financial condition of the person covered by such statements as of the date of such statements and that no material adverse change has occurred since such date. Within ten (10) days after written request therefor, Tenant shall deliver to Landlord a copy of the financial statements of Tenant for each of the three most recently completed years, prepared in accordance with generally accepted accounting principles (and, if such is Tenant’s normal practice, audited by an independent certified public accountant), all then available subsequent interim statements, and such other financial information as may reasonably be requested by Landlord or required by any Lender. Landlord shall, from time to time, within ten (10) days after Tenant’s request therefor, deliver to Tenant a statement certifying that this Lease is in full force and effect, that this Lease is unmodified, or if modified, stating any such modifications, that there are no defenses or offsets to the Lease by Landlord, or stating such defenses or offsets as are claimed by Landlord, that Tenant is not in default hereunder or specifying any defaults by Tenant that Landlord alleges, and specifying the date to which rent has been paid, and specifying any further information about this Lease or the Premises that Tenant may reasonably request.

18.8 Notices. Any notice required or desired to be given regarding this Lease shall be in writing and may be given by personal delivery, by courier or overnight delivery service, or by mail. A notice shall be deemed to have been given (a) on the third (3rd) business day after mailing if such notice was deposited in the United States mail, certified, postage prepaid, addressed to the party to be served at its Address for Notices specified in Section N or Section O of the Summary (as applicable), (b) when delivered if given by personal delivery, and (c) in all other cases when actually received at the party’s Address for Notices. Either party may change its address by giving notice of the same in accordance with this Section 18.8.

18.9 Attorneys’ Fees. In the event either Landlord or Tenant shall bring any action or legal proceeding for an alleged breach of any provision of this Lease, to recover rent, to terminate this Lease or otherwise to enforce, protect or establish any term or covenant of this Lease, the prevailing party shall be entitled to recover as a part of such action or proceeding, or in a separate action brought for that purpose, reasonable attorneys’ fees, court costs, and experts’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term “prevailing party” shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other

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party of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred.

18.10 Waiver of Jury Trial. The parties hereto agree that any and all disputes or controversies of any nature between them arising at any time that are before any state court located within the county where the Project is located shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the presiding judge of the Santa Clara County Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the San Mateo County Superior Court for such relief. THE PARTIES ACKNOWLEDGE THAT JUDICIAL REFERENCE PROCEEDINGS CONDUCTED IN ACCORDANCE WITH THIS PARAGRAPH WOULD BE CONDUCTED BY A PRIVATE JUDGE ONLY, SITTING WITHOUT A JURY.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO RESOLVE ANY DISPUTE PURSUANT TO JUDICIAL REFERENCE AS SET FORTH IMMEDIATELY ABOVE, TO THE EXTENT ANY DISPUTE IS NOT SUBMITTED TO A REFEREE, THEN TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, each party hereto, knowingly and voluntarily, and for their mutual benefit, waives any right to trial by jury in the event of litigation regarding the performance or enforcement of, or in any way related to, this Lease.

18.11 Authority. If Tenant is a corporation (or partnership), Tenant represents and warrants that each individual executing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of such corporation in accordance with a valid board resolution and the articles and the by-laws of such corporation (or partnership in accordance with the partnership agreement of such partnership) and that this Lease is binding, upon such corporation (or partnership) in accordance with its terms. Tenant further represents and warrants that it is a duly authorized and existing corporation, that it is qualified to do business in California, and that the corporation has full right and authority to enter into this Lease. If Landlord is a limited liability company, Landlord represents and warrants that each individual executing this Lease on behalf of Landlord is duly authorized to execute and deliver this Lease on behalf of such limited liability company in accordance with the operating agreement of such limited liability company) and that this Lease is binding, upon such limited liability company in accordance with its terms. Landlord further represents and warrants that it is a duly authorized and existing limited liability company, that it is qualified to do business in California, and that the limited liability company has full right and authority to enter into this Lease.

18.12 Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors,

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executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that subject to Section 16.4, (a) each has had an opportunity to determine to its satisfaction the actual area of the Premises and the Building, (b) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (c) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease. Preparation and submission of this Lease by Landlord shall not be deemed an offer to lease the Premises. Tenant shall not record this Lease or a memorandum thereof. Tenant shall execute any Private Restrictions reasonable requested by Landlord to effectuate any easement rights, dedication, map or restrictions provided the foregoing does not unreasonably interfere with Tenant’s use of the Premises. Unless specifically stated otherwise in writing by Landlord, the voluntary or other surrender of this Lease by Tenant, the mutual termination or cancellation hereof, or a termination hereof by Landlord due to Tenant’s default, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Landlord may elect to continue any one or all of the existing subtenancies. This Lease may be executed in one or more counterparts and by separate parties on separate counterparts, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and the same instrument. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent.

18.13 Brokerage Commissions. Each party hereto (a) represents and warrants to the other that it has not had any dealings with any real estate brokers, leasing agents or salesmen, or incurred any obligations for the payment of real estate brokerage commissions or finder’s fees which would be earned or due and payable by reason of the execution of this Lease, other than to the Real Estate Brokers described in Section P of the Summary, and (b) agrees to indemnify, defend, and hold harmless the other party from any claim for any such commission or fees which result from the actions of the indemnifying party. Landlord shall be responsible for the payment of the commissions payable to the Real Estate Brokers in connection with this Lease pursuant to a separate agreement.

18.14 Force Majeure. Any prevention, delay or stoppage due to strikes, lock-outs, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of the party obligated to perform (except financial inability) shall excuse the performance, for a period equal to the period of any such prevention, delay or stoppage, of any obligation hereunder except the obligation of Tenant to pay rent or any other sums due hereunder.

18.15 Entire Agreement. This Lease constitutes the entire agreement between the parties, and there are no binding agreements or representations between the parties except as expressed herein. Tenant acknowledges that neither Landlord nor Landlord’s Agents has made any legally binding

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representation or warranty as to any matter except those expressly set forth herein, including any warranty as to (a) whether the Premises may be used for Tenant’s intended use under existing Law, (b) the suitability of the Premises or the Project for the conduct of Tenant’s business, or (c) the condition of any improvements. There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease. This instrument shall not be legally binding until it is executed by both Landlord and Tenant. No subsequent change or addition to this Lease shall be binding unless in writing and signed by Landlord and Tenant.

18.16 Bankruptcy. If a petition is filed by or against Tenant for relief under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), and Tenant (including for purposes of this Section Tenant’s successor in bankruptcy) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. Tenant’s rejection of this Lease under the Bankruptcy Code shall constitute an Event of Tenant’s Default and entitle Landlord to terminate this Lease and exercise all of its rights and remedies under Section 15.2 and, at Landlord’s election, operate to terminate all subleases, leasehold mortgages and other Transfers affecting the Premises.

18.17 Anti-Terrorism Laws. Tenant represents and warrants to Landlord that Tenant is not, and the entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, (a) in violation of any laws relating to terrorism or money laundering, or (b) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf or any replacement website or other replacement official publication of such list. Landlord represents and warrants to Tenant that Landlord is not, and the entities or individuals constituting Landlord or which may own or control Landlord or which may be owned or controlled by Landlord are not, (a) in violation of any laws relating to terrorism or money laundering, or (b) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf or any replacement website or other replacement official publication of such list.

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19. Tenant’s Security System. Subject to the terms and conditions of Article 8 of this Lease, Tenant shall have the right to install its own security system within the Premises (the “Premises Security System”), at no cost to Landlord, to control access to the Premises, and in such regard, Tenant may install card readers as mutually agreed by Landlord and Tenant; provided, however, that the Premises Security System, although to be installed as an independent system, shall interface and be compatible with all aspects of Landlord’s life safety systems (e.g., if, in order to comply with Laws or otherwise, Landlord’s life safety system requires that all doors unlock in the case of an emergency, the Premises Security System must be compatible with such requirement). Any such Premises Security System shall operate at Tenant’s sole and absolute risk, and Tenant shall indemnify, defend and hold Landlord harmless from any claims or damages incurred by or asserted against Landlord as a result of Tenant’s Premises Security System.

20. Roof Space for Satellite Dish.

20.1 Roof Space. Tenant shall have the right, at no additional rent to Tenant, to lease space on the roof of the Building for the purpose of installing (in accordance with Section 8 of the Lease), operating and maintaining a satellite dish with a diameter of twenty-four inches (24”) or less (the “Dish”). The exact location of the space on the roof to be leased by Tenant shall be designated by Landlord and shall not exceed four (4) square feet (the “Roof Space”). Landlord reserves the right to relocate the Roof Space as reasonably necessary during the Lease Term. Notwithstanding the foregoing, Tenant’s right to install the Dish shall be subject to the approval rights of Landlord and Landlord’s architect and/or engineer with respect to the plans and specifications of the Dish, the manner in which the Dish is attached to the roof of the Building and the manner in which any cables are run to and from the Dish. The Dish must be tagged with weatherproof labels showing manufacturer, model, frequency range, and name of Tenant. In addition, the cable between the Dish and the Premises must be tagged in the telecom closet on each floor with a label showing Tenant’s name, phone number and suite number. The precise specifications and a general description of the Dish along with all documents Landlord reasonably requires to review the installation of the Dish (the “Dish Plans and Specifications”) shall be submitted to Landlord for Landlord’s written approval no later than 20 days before Tenant commences to install the Dish. Tenant shall be solely responsible for obtaining all necessary governmental and regulatory approvals and for the cost of installing, operating, maintaining and removing the Dish. Tenant shall notify Landlord upon completion of the installation of the Dish. If Landlord determines that the Dish equipment does not comply with the approved Dish Plans and Specifications, that the Building has been damaged during installation of the Dish or that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant immediately shall cure the defects. If the Tenant fails to immediately cure the defects, Tenant shall pay to Landlord upon demand the cost, as reasonably determined by Landlord, of correcting any defects and repairing any damage to the Building caused by such installation. If at any time Landlord, in its sole discretion, deems it necessary, Tenant shall provide and install, at Tenant’s sole cost and expense, appropriate aesthetic screening, reasonably satisfactory to Landlord, for the Dish (the “Screening”). If, in the twelve (12) month period following the Effective Date, Tenant does not install the Dish in accordance with this Section 20, then Tenant’s rights under this Section 20 shall become null and void.

20.2 Access. Landlord agrees that Tenant, upon reasonable prior written notice to Landlord, shall have access to the roof of the Building and the Roof Space for the purpose of installing, maintaining, repairing and removing the Dish, the appurtenances and the Screening, if any, all of which shall be performed by Tenant or Tenant’s authorized representative or contractors, which shall be approved by Landlord, at Tenant’s sole cost and risk. It is agreed, however, that only authorized engineers, employees or properly authorized contractors of Tenant, FCC (defined below) inspectors, or persons under their direct supervision will be permitted to have access to the roof of the Building and the Roof Space. Tenant further agrees to exercise firm control over the people requiring access to the roof of the Building and the Roof Space

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in order to keep to a minimum the number of people having access to the roof of the Building and the Roof Space and the frequency of their visits.

20.3 Damage. It is further understood and agreed that the installation, maintenance, operation and removal of the Dish, the appurtenances and the Screening, if any, is not permitted to damage the Building or the roof thereof, or interfere with the use of the Building and roof by Landlord. Tenant agrees to be responsible for any damage caused to the roof or any other part of the Building, which may be caused by Tenant or Tenant’s Agents.

20.4 Interference. Tenant agrees to install only equipment of types and frequencies which will not cause interference to Landlord or existing tenants of the Building. In the event Tenant’s equipment causes such interference, Tenant will change the frequency on which it transmits and/or receives and take any other steps necessary to eliminate the interference. If said interference cannot be eliminated within a reasonable period of time, in the judgment of Landlord, then Tenant agrees to remove the Dish from the Roof Space.

20.5 Compliance. Tenant shall, at its sole cost and expense, and at its sole risk, install, operate and maintain the Dish in a good and workmanlike manner, and in compliance with all Building, electric, communication, and safety codes, ordinances, standards, regulations and requirements, now in effect or hereafter promulgated, of the Federal Government, including, without limitation, the Federal Communications Commission (the “FCC”), the Federal Aviation Administration (“FAA”) or any successor agency of either the FCC or FAA having jurisdiction over radio or telecommunications, and of the state, city and county in which the Building is located. Under this Lease, the Landlord and its agents assume no responsibility for the licensing, operation and/or maintenance of Tenant’s equipment. Tenant has the responsibility of carrying out the terms of its FCC license in all respects. The Dish shall be connected to Landlord’s power supply in strict compliance with all applicable Building, electrical, fire and safety codes. Neither Landlord nor its agents shall be liable to Tenant for any stoppages or shortages of electrical power furnished to the Dish or the Roof Space because of any act, omission or requirement of the public utility serving the Building, or the act or omission of any other tenant, invitee or licensee or their respective agents, employees or contractors, or for any other cause beyond the reasonable control of Landlord, and Tenant shall not be entitled to any rental abatement for any such stoppage or shortage of electrical power. Neither Landlord nor its agents shall have any responsibility or liability for the conduct or safety of any of Tenant’s representatives, repair, maintenance and engineering personnel while in or on any part of the Building or the Roof Space.

20.6 Removal. The Dish, the appurtenances and the Screening, if any, shall remain the personal property of Tenant, and shall be removed by Tenant at its own expense at the expiration or earlier termination of this Lease or Tenant’s right to possession hereunder. Tenant shall repair any damage caused by such removal, including the patching of any holes to match, as closely as possible, the color surrounding the area where the equipment and appurtenances were attached. Tenant agrees to maintain all of the Tenant’s equipment placed on or about the roof or in any other part of the Building in proper operating condition and maintain same in satisfactory condition as to appearance and safety in Landlord’s sole discretion. Such maintenance and operation shall be performed in a manner to avoid any interference with any other tenants or Landlord. Tenant agrees that at all times during the Term, it will keep the roof of the Building and the Roof Space free of all trash or waste materials produced by Tenant or Tenant’s Agents.

20.7 Contractors. In light of the specialized nature of the Dish, Tenant shall be permitted to utilize the services of its choice for installation, operation, removal and repair of the Dish, the appurtenances and the Screening, if any, subject to the reasonable approval of Landlord. Notwithstanding the foregoing, Tenant must provide Landlord with prior written notice of any such installation, removal or repair

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and coordinate such work with Landlord in order to avoid voiding or otherwise adversely affecting any warranties granted to Landlord with respect to the roof. If necessary, Tenant, at its sole cost and expense, shall retain any contractor having a then existing warranty in effect on the roof to perform such work (to the extent that it involves the roof), or, at Tenant’s option, to perform such work in conjunction with Tenant’s contractor, In the event the Landlord contemplates roof repairs that could affect Tenant’s Dish, or which may result in an interruption of the Tenant’s telecommunication service, Landlord shall formally notify Tenant at least 30 days in advance (except in cases of an emergency) prior to the commencement of such contemplated work in order to allow Tenant to make other arrangements for such service.

20.8 Communication Service Providers Prohibited. Tenant shall not allow any provider of telecommunication, video, data or related services (“Communication Services”) to locate any equipment on the roof of the Building or in the Roof Space for any purpose whatsoever, nor may Tenant use the Roof Space and/or Dish to provide Communication Services to an unaffiliated tenant, occupant or licensee of another building, or to facilitate the provision of Communication Services on behalf of another Communication Services provider to an unaffiliated tenant, occupant or licensee of the Building or any other building.

20.9 License. Tenant acknowledges that Landlord may at some time establish a standard license agreement (the “License Agreement”) with respect to the use of roof space by tenants of the Building. Tenant, upon request of Landlord, shall enter into such License Agreement with Landlord provided that such agreement does not materially alter the rights or obligations of Tenant hereunder with respect to the Roof Space.

20.10 Indemnity. Tenant specifically acknowledges and agrees that the terms and conditions of Sections 11.1 and 11.3 of the Lease (Limitation on Landlord’s Liability and Indemnity) shall apply with full force and effect to the Roof Space and any other portions of the roof accessed or utilized by Tenant or Tenant’s Agents.

20.11 Default. If Tenant defaults under any of the terms and conditions of this Section or the Lease, and Tenant fails to cure said default within the time allowed by Section 15 of the Lease, Landlord shall be permitted to exercise all remedies provided under the terms of the Lease, including removing the Dish, the appurtenances and the Screening, if any, and restoring the Building and the Roof Space to the condition that existed prior to the installation of the Dish, the appurtenances and the Screening, if any. If Landlord removes the Dish, the appurtenances and the Screening, if any, as a result of an uncured default, Tenant shall be liable for all costs and expenses Landlord incurs in removing the Dish, the appurtenances and the Screening, if any, and repairing any damage to the Building, the roof of the Building and the Roof Space caused by the installation, operation or maintenance of the Dish, the appurtenances, and the Screening, if any.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the intent to be legally bound thereby, to be effective as of the Effective Date.

LANDLORD:
TTC PARTNERS III, LLC, a California limited liability company
By:
Name:
Title:
Date:
TENANT :
JIVE SOFTWARE, INC., a Delaware corporation
By:
Name:
Title:
Date:

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the intent to be legally bound thereby, to be effective as of the Effective Date.

LANDLORD:
TTC PARTNERS III, LLC, a California limited liability company
By:
Name:
Title:
Date:
TENANT:
JIVE SOFTWARE, INC., a Delaware corporation
By:	/s/ Bryan LeBlanc
Name:	Bryan LeBlanc
Title:	CFO
Date:	5-14-10

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EXHIBIT A

Depiction of Premises

[attached]

Exhibit “A”

EXHIBIT B

Rules and Regulations

The rules and regulations set forth in this Exhibit shall be and hereby are made a part of the Lease to which they are attached. Whenever the term “Tenant” is used in these rules and regulations, it shall be deemed to include Tenant, its employees or agents and any other persons permitted by Tenant to occupy or enter the Premises. The following rules and regulations may from time to time be modified by Landlord in the manner set forth in Section 5.4 of the lease.

(a) Tenant will refer to Landlord, for Landlord’s supervision, approval and control, all contractors, contractors’ representatives and installation technicians rendering any service to Tenant before performance of any contractual service. This provision shall apply to all work performed in the Building including installations of telephones, telegraph equipment, electrical devices and attachments, and installations of any nature affecting doors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building.

(b) No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant nor shall any changes be made in existing locks or the mechanism thereof without consulting Landlord. A reasonable number of keys or access cards to the Building will be furnished by Landlord, and Tenant shall not have any duplicate key or card made. At the termination of this tenancy Tenant shall promptly return to Landlord all keys and access cards to the Building. If required by Landlord, Tenant shall deposit with Landlord a reasonable sum determined by Landlord to insure return of such keys and cards. Any such deposit will be refunded when the keys and cards are returned.

(c) Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any merchandise or materials which require use of stairways, elevators or movement through the Building entrance or lobby shall be subject to Landlord reasonable security and safety measures. All such movement shall be under supervision of Landlord and in the manner agreed between Tenant and Landlord by pre-arrangement before performance. Tenant is to assume all risk as to damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property, and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant from time of entering property to completion of work; and Landlord shall not be liable for acts of any person engaged in, or any damage or loss to any of said property or persons resulting from, any act in connection with such service performed for Tenant. Any hand trucks, carryalls or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Building shall reasonably require.

(d) No signs, advertisements or notices shall be painted or affixed on or to any windows or doors, or other parts of the Building, except of such color, size and style and in such places, as shall be first approved in writing by Landlord.

(e) Tenant shall not place, install or operate on the Premises or in part of the Building, any engine, refrigerating (other than a home-type kitchen refrigerator), heating or air conditioning apparatus, stove or machinery, or conduct mechanical operations or cook thereon or therein, or place in or about the Premises any explosives, gasoline, kerosene, oil, acids, caustics or any other inflammable, explosives, hazardous or odorous material without the prior written consent of Landlord. No portion of the Premises shall at any time be used for cooking (other than non-commercial microwave ovens or toasters for use by Tenant’s employees),

sleeping or lodging quarters. In the event Tenant requires the disposal of foodstuffs, edible matter, or any materials attractive to rats or other vermin, Tenant shall provide at its sole cost and expense a vermin-proof receptacle for the disposal of such materials, and take active measure to control vermin. No Tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from the leased Premises.

(f) Landlord will not be responsible for lost or stolen property, equipment, money or jewelry from Tenant’s area or public rooms regardless of whether such loss occurs when the area is locked against entry or not.

(g) No birds or animals, other than seeing-eye dogs, shall be brought into or kept in or about the Building.

(h) Bicycles, roller blades and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.

(i) Employees of Landlord shall not receive or carry messages or deliveries for or to Tenant or other person, nor contract with or render free or paid services to Tenant or Tenant’s agents, employees, or invitees.

(j) The entries, passages, doors, elevators and elevator doors (if provided), hallways or stairways shall not be blocked or obstructed by Tenant; no rubbish, litter, trash, or material of any nature shall be placed, emptied or thrown by Tenant into these areas, and such areas shall not be used at any time except for ingress or egress by Tenant, Tenant’s agents, employees or invitees to or from the Premises. All trash shall be placed in receptacles provided by Tenant on the Premises or in any receptacles provided by Landlord for the Building.

(k) Plumbing fixtures and appliances shall be used only for purposes for which constructed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed therein. Damage resulting to any such fixtures or appliances from misuse by Tenant, its employees, agents, visitors or licensees shall be paid by Tenant, and Landlord shall not in any case be responsible therefor.

(l) Tenant shall give immediate notice to the Building manager in case of water leaks or water damage in the Premises or in the common areas, accidents in the Premises or in the common areas or of defects therein or in any fixtures or equipment, or of any known emergency in the Building.

(m) Tenant shall not make, or permit to be made, any unseemly or disturbing noises, interfere with occupants of this or neighboring buildings or premises, or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing, or in any other way.

(n) No safes or other objects, larger or heavier than the Building is limited to carry, shall be brought into or installed on the Premises. The Landlord shall have the power to prescribe the weight and position of such safes or other objects which shall, if considered necessary by the Landlord, be required to be supported by such additional materials placed on the floor as the Landlord may direct, and at the expense of the Tenant. Tenant shall pay the fees of the structural engineer of the Building if structural engineering advice is necessary in planning the positioning of heavy loads. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance.

(o) Landlord shall have no obligation to repair, restretch, or replace carpeting, but will spot-clean and sweep carpeting as part of any janitorial services required to be furnished by Landlord under the Lease.

(p) Names to be placed on or removed from directories should be furnished to the manager in writing on Tenant’s letterhead. All directory strips will be at the expense of the Landlord. Landlord will determine size and uniformity of strips.

(q) Tenant shall see that doors of the Premises are closed and securely locked before leaving the Building and must observe strict care not to leave such doors open. Tenant shall exercise extraordinary care and caution that all water faucets or water apparatus are entirely shut off before the Tenant or the Tenant’s employees leave the Building, and that all electricity, gas and air conditioning shall likewise be carefully shut off, so as to prevent waste or damage, where controlled by Tenant.

(r) Janitorial services shall be provided five (5) days per week in and about the Premises, and in no case shall such services be provided on Saturdays, Sundays and holidays (legal). Tenants shall not cause unnecessary labor by reason of carelessness or indifference in the preservation of good order and cleanliness. The work of the janitor or cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and any such work may be done at any time when the offices are vacant. The windows, doors and fixtures may be cleaned at any time without interruption of purpose for which the Premises are let. Tenant shall provide adequate waste and rubbish receptacles, cabinets, bookcases, map cases, etc. necessary to prevent unreasonable hardship to Landlord in discharging its obligation regarding cleaning service. Boxes should be broken down to fit into containers.

(s) Canvassing, soliciting and peddling in the Building are prohibited. Tenant shall cooperate to prevent the same.

(t) Except as permitted by Landlord or otherwise set forth to the contrary in the Lease, Tenant shall not mark upon, paint signs upon, cut, drill into, drive nails or screws into, or in any way deface the walls, ceilings, partitions or floors of the Premises or of the Building, and any defacement, damage or injury caused by Tenant shall be paid for by Tenant. All nail holes are to be patched and repaired in Tenant’s suite by Tenant upon vacating Premises.

(u) All holiday decorations and other temporary or special decorations must be flame-retardant. No candles are to be used throughout the Building. No decorations should be hung on the exterior windows or on exterior suite doors.

(v) No person shall smoke any tobacco or other smoking product within the Building. Tenant shall not permit any customer, patron, invitee, employee, officer, director or partner of Tenant to smoke within the Premises or the Building.

(w) No window shades, blinds, screens or draperies shall be attached or detached by Tenant and no awnings shall be placed over the windows without Landlord’s prior written consent. Tenant agrees to abide by Landlord’s rules with respect to maintaining uniform blinds at all windows and hallways so that the Building will present a uniform exterior appearance. Tenant will use its best efforts to have all blinds closed at the end of each day in order to help conserve energy.

(x) If any portion of the Premises is used for storage and such area is visible from outside of the Premises, Tenant shall screen such area from public view by use of appropriate window coverings satisfactory to Landlord.

(y) Tenant shall participate in all fire and other life safety evacuation drills, training exercises and similar activities for the Building. Tenant shall post in the Premises all signs and notices, if any, furnished by Landlord with respect to evacuation and similar procedures. Tenant shall keep Landlord advised of the current telephone numbers of Tenant’s employees who may be contacted in an emergency; i.e., fire, break in, vandalism, etc,

(z) No aerial shall be erected on the roof or exterior walls of the Premises or on the grounds, without in each instance, the written consent of Landlord. Any aerial so installed without such consent shall be subject to removal without notice.

(aa) The normal business hours of the Building shall be from 8:00 A.M. to 6:00 P.M. Monday through Friday of each week, excluding holidays observed by the Building. Landlord shall have the right, but not the obligation, to change the normal business hours of the Building from time to time to conform to any different hours determined by Landlord to be typically observed by first class office buildings in Palo Alto, California.

EXHIBIT C

WORK LETTER

This Work Letter (the “Work Letter”) constitutes part of the Lease dated as of May     , 2010 between TTC PARTNERS III, LLC, a California limited liability company (“Landlord”), and JIVE SOFTWARE, INC., a Delaware corporation (“Tenant”).

SECTION 1

LANDLORD’S DELIVERY OF THE PREMISES

Landlord shall deliver the Premises to Tenant with the Building shell and core (including the portion thereof within the Premises) in compliance with applicable Laws as of the date of the Lease and the Building operating systems, including, without limitation, the HVAC, plumbing and roof, in good working order and repair as of the date of the Lease.

SECTION 2

TENANT IMPROVEMENTS – GENERAL

A. All improvements to be installed in the Premises shall be designed and constructed by Tenant pursuant to this Work Letter. Tenant shall prepare Premises Plans and Specifications and submit them to Landlord for approval, all in accordance with Section 5 hereof.

B. In this Exhibit C:

(i) “Completion of the Premises” means the supplying, installation and finishing of partitions, doors and hardware, ceilings, lights and switches, electrical outlets, telephone outlets, carpets, all finishes, counters, shelves or other built-ins, plumbing and fixtures and any other furniture, fixtures or facilities attached to and forming part of the Building and the furnishing of the Premises for conduct of Tenant’s business.

(ii) “Premises Plans and Specifications” means the plans and specifications for Completion of the Premises, including architectural, mechanical and electrical working drawings and layout plans, including location of lights, telephone and electrical outlets and switches and location, type, color and other specifications of furniture and furnishings.

SECTION 3

TENANT’S CONTRACTORS, ARCHITECT AND ENGINEERS

A. Tenant shall appoint and employ, solely at Tenant’s expense such contractor that is acceptable to and approved by Landlord (such approval not to be unreasonably withheld or delayed), as general contractor (“Tenant’s Contractor”) to carry out the work to be performed by Tenant hereunder. Tenant shall also obtain Landlord’s prior approval of all subcontractors used in connection with the Tenant’s Work (such approval not to be unreasonably withheld or delayed). Tenant’s contractors and/or subcontractors shall furnish Landlord with a commercially reasonable payment and performance bond satisfactory to Landlord in its reasonable discretion. Tenant and Tenant’s contractors and subcontractors shall obtain and keep in force such insurance as Landlord shall reasonably require, in such amounts, on such forms and with such insurance companies as

Landlord shall reasonably require or approve. In all events such insurance shall include Builder’s Risk Insurance (for the replacement cost of the Tenant’s Work), Worker’s Compensation Insurance (with minimum limits as required by Law), Employer’s Liability Insurance ($1,000,000 per occurrence) and Commercial General Public Liability Insurance (including automobile liability insurance) ($3,000,000 per occurrence). Tenant shall deliver to Landlord certificates evidencing all such insurance prior to access to the Premises or commencement of any Tenant’s Work.

B. Tenant shall appoint and employ, solely at Tenant’s expense, an architect that is acceptable to and approved by Landlord (such approval not to be unreasonably withheld or delayed), as architect (“Tenant’s Architect”) for the design, supervision and execution of the work to be performed by Tenant hereunder.

C. Tenant shall appoint and employ, solely at Tenant’s expense, such mechanical, electrical and plumbing engineers that are designated by Landlord for any engineering work necessary to complete the work to be performed by Tenant hereunder.

SECTION 4

TENANT’S WORK

A. Tenant shall be solely responsible for all work in Completion of the Premises, including finishing and furnishing the Premises for occupancy (“Tenant’s Work”). Tenant’s Work shall include, but not be limited to, the following items: floor coverings; interior doors, if any; interior partitions, if any; finishes for demising walls and partitions, paint, paneling, vinyl wall coverings, etc.; interior decorating; interior lighting; finished ceiling system, if applicable; and any other items necessary for Completion of the Premises. Tenant’s Work shall include, at Tenant’s cost, pulling electrical power from the basement electrical room to one of the following electrical rooms for distribution throughout the Premises and installing in one of such electrical rooms a 480/277V panel (high voltage) and a step down transformer with a 280/120V panel for Tenant’s use: (i) the electrical room adjacent to the elevators on Parking Level A (directly below the first floor electrical room), (ii) the electrical room adjacent to the elevators on the second floor, or (iii) the electrical room adjacent to the elevators on the third floor.

B. All work in connection with Completion of the Premises shall meet the following criteria:

(i) the work shall be done as expeditiously as possible in a good and workmanlike manner and with new materials;

(ii) the work shall be done only in accordance with the Premises Plans and Specifications;

(iii) the work shall be done only after Tenant has obtained all bonds, permits, approvals, licenses and insurance policies required by this Lease or by any governmental, quasi-governmental or regulatory authority having jurisdiction over the Premises or the Building;

(iv) the work shall comply with all applicable laws, rules, regulations, ordinances and codes, including without limitation, building and fire safety codes. Landlord’s approval of the Premises Plans and Specifications shall not be deemed a statement of compliance with such laws, rules, regulations, ordinances and codes;

(v) storage of Tenant’s contractor’s and subcontractor’s construction materials, tools and equipment shall be confined within the Premises and in other areas designated for such purposes by Landlord. If Landlord assigns space outside the Premises for such purposes, Tenant shall promptly move to such space from time to

time and Landlord shall have the right to eliminate or change the location of any such space. In no event shall any materials or debris be stored in the public areas of the Project. Tenant’s contractors and subcontractors shall not run pipes, wires, conduits or the like over or through, and shall not work in, areas outside the Premises except as directed or permitted by Landlord;

(vi) the work shall be done in compliance with such reasonable rules and regulations as Landlord may make and amend from time to time;

(vii) the work shall be subject to the reasonable supervision and coordination of Landlord;

(viii) Tenant’s contractors and subcontractors shall keep the Premises neat and clean and be responsible for its own trash removal and shall not use the Project’s trash receptacles; and

(ix) the work shall not disturb or interfere with any pipes, wires, conduits and the like running through the Premises and serving other parts of the Building, nor shall it alter the building base, shell and core or any exterior portions of the Building without the prior written approval of Landlord (and, in any event, Tenant shall repair any damage to the same caused by Tenant’s Work).

C. All of the provisions of this Lease relating to or applicable to work in the Premises by or for Tenant, shall be fully applicable to Tenant’s work performed hereunder. Tenant shall be responsible for any damage to the Premises or the Project resulting from or in connection with such work and all repairs of such damage shall be solely at Tenant’s expense. Tenant shall indemnify and hold Landlord harmless from and against any and all claims made by third parties against Landlord, its agents, servants and employees based upon acts or omissions of Tenant’s contractors or subcontractors. Tenant shall also indemnify and hold Landlord harmless from any damage to Landlord for faulty or defective work done by Tenant’s contractors or subcontractors.

D. Tenant shall commence Completion of the Premises as soon as possible after the Delivery Date.

E. Tenant’s failure to timely and diligently perform any of its obligations under this Exhibit C shall constitute an Event of Tenant’s Default under the Lease.

SECTION 5

PREMISES PLANS AND SPECIFICATIONS

Tenant shall submit to Landlord proposed Premises Plans and Specifications for Completion of the Premises within sixty (60) days after the Lease is executed by Landlord and Tenant. Such plans and specifications (and any revised plans and specifications) shall be signed and stamped by Tenant’s Architect for filing with all appropriate governmental authorities. Such plans and specifications shall in all respects comply with all applicable laws, codes, ordinance, regulations and other governmental requirements. Landlord’s approval of such plans and specifications shall not be unreasonably withheld with respect to non-structural interior portions of the Tenant’s Work which do not affect the Building systems and may be withheld in Landlord’s sole discretion with respect to exterior and/or structural portions of the Tenant’s Work or any work affecting the Building systems. If Landlord rejects the plans and specifications, Tenant shall revise the plans and specifications based upon Landlord’s reasons for rejection and resubmit them to Landlord for approval. The foregoing process shall be repeated until the Premises Plans and Specifications have been approved by Landlord. Upon Landlord’s approval of the Premises Plans and Specifications, they shall be clearly marked “Approved and Issued for Construction” and initialed by Tenant and Landlord. Tenant shall submit such necessary applications to the applicable governmental authorities to receive any required permits promptly following Landlord’s approval of the Premises Plans and Specifications. Any changes in the Premises Plans

and Specifications after approval by Landlord may be made only pursuant to a request in writing by Tenant to be approved by Landlord as set forth above. Tenant shall reimburse Landlord for any reasonable sums incurred by Landlord for third party examination of Tenant’s Plans and Specifications (and any revised Plans and Specifications) and for any other costs incurred by Landlord in connection with any services provided in connection with the Tenant Work, all to which Tenant may apply the Reimbursement Allowance (defined below).

SECTION 6

LANDLORD REIMBURSEMENT FOR CERTAIN

PREMISES IMPROVEMENTS COSTS

A. Provided Tenant is not in default under the Lease, Landlord will provide Tenant with an allowance equal to Fifty Dollars ($50) per rentable square foot of the Premises (i.e., Nine Hundred Twenty-Seven Thousand Fifty Dollars ($927,050) (the “Reimbursement Allowance”) to be applied toward the cost of Completion of the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire cost of the Tenant’s Work in excess of the Reimbursement Allowance. The funding of the Reimbursement Allowance shall be made pursuant to Sections 6.B and 6.D below and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord may reasonably prescribe. The Reimbursement Allowance may only be used for hard construction costs and engineering, architectural and design fees. The Reimbursement Allowance may not be used for the purchase of equipment, furniture or other items of personal property of Tenant, and Tenant shall not be entitled to a rent credit for any portion of the Reimbursement Allowance not utilized by Tenant for the construction of the Tenant’s Work. Any unused portion of the Reimbursement Allowance shall accrue to the sole benefit of Landlord. Any portion of the Reimbursement Allowance not utilized by Tenant on or before the date which is one year following the date of this Lease for the cost of Completion of the Premises shall be forfeited by Tenant and remain the property of Landlord. Prior to the start of construction, Tenant shall submit to Landlord for Landlord’s approval Tenant’s budget breakdown prepared by Tenant’s Contractor.

B. Landlord shall make progress payments on account of the Tenant’s Work to Tenant as follows:

(i) On or before the 25th of each month, Tenant shall submit to Landlord’s Representative for approval, such approval not to be unreasonably withheld or delayed, an invoice for payment for Tenant’s Work completed.

(ii) Each application for payment shall be for an amount equal to the cost of the Tenant’s Work completed less Tenant’s pro rata share as described below, less retainages held as described below, and less all previous payments. If the total costs of the Tenant’s Work exceed the Reimbursement Allowance, the excess shall be at Tenant’s sole cost and expense, and shall be funded on a pro rata basis, monthly, as construction progresses with each advance by Landlord. Landlord’s pro rata share shall be equal to the percentage obtained by dividing the Reimbursement Allowance by the total estimated cost of the Tenant’s Work (but not to exceed 100%). Tenant’s pro rata share shall equal 100% minus Landlord’s pro rata share.

(iii) Retainage of ten percent (10%) shall be held with respect to all Tenant’s Work until all requirements of Section 6.D below are satisfied.

(iv) Within thirty (30) days after the submission of each application for payment to Landlord, the amount thereof, as approved in accordance with Section 6.B(i) above, shall be due and payable by Landlord

to Tenant. Payments may be made by checks payable to Tenant or jointly payable to Tenant and Contractor (but delivered to Tenant).

(v) Tenant shall, prior to the payment by Landlord of each application for payment, furnish to Landlord (a) unconditional lien waivers from Tenant’s Contractor, and its suppliers and subcontractors with respect to the Tenant’s Work paid for in the immediately preceding application for payment and (b) conditional lien waivers from Tenant’s Contractor, and its suppliers and subcontractors with respect to the Tenant’s Work covered by the current application for payment.

(vi) Payment will be made only for work in place, and shall not be made for materials on site but not installed.

C. Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of Tenant’s Work equal to three percent (3%) of the cost of Completion of the Premises (the “Supervision Fee”). Such fee shall be deducted from the Reimbursement Allowance if sufficient funds are available therefor; otherwise such Supervision Fee shall be paid by Tenant to Landlord within thirty (30) days after receipt of Landlord’s invoice therefor.

D. Upon receipt of written notice that the Tenant’s Work is ready for final inspection and acceptance, Landlord, Tenant and Tenant’s Contractor will promptly make such inspection and, provided the work is found to be acceptable pursuant to the Premises Plans and Specifications, final payment hereunder shall be promptly made subject to this Section 6. Simultaneously or prior to said payment, Tenant shall cause Tenant’s Contractor to (i) provide “Final Inspection Approval” from the City of Palo Alto, (ii) provide “final” lien releases from all contractors, subcontractors and suppliers, and (iii) provide a final accounting of all Tenant’s Work costs.

E. Within thirty (30) days after Completion of the Premises, Tenant shall provide Landlord with a complete set of “as built” plans for the Premises.

SECTION 7

RESTORATION

At the expiration or sooner termination of the Lease Term, all Tenant’s Work shall be surrendered to Landlord as part of the realty; provided, however, as a condition to Landlord’s approval of the Premises Plans and Specifications to any structural improvements or any improvements which are not typical office improvements (including, without limitation, any internal staircases), Landlord may require (by written notice given to Tenant concurrently with Landlord’s approval of the Premises Plans and Specifications) that Tenant, at Tenant’s sole cost and expense, remove such improvements prior to the expiration or sooner termination of the Term and restore the affected area.

EXHIBIT D

Commencement Memorandum

LANDLORD:	TTC Partners III, LLC, a California limited liability company
TENANT:	Jive Software, Inc., a Delaware corporation
LEASE DATE:	May 13, 2010
PREMISES:	325 Lytton Avenue, Palo Alto, California

Pursuant to Section 2.2 of the referenced Lease, the “Commencement Date” is hereby established as             ,         . The Lease shall terminate on             ,        .

LANDLORD:
TTC PARTNERS III, LLC, a California limited liability company
By:
Name:
Title:
Date:
TENANT:
JIVE SOFTWARE, INC., a Delaware corporation
By:	/s/ Bryan LeBlanc
Name:	Bryan LeBlanc
Title:	CFO
Date:	5-13-10

EXHIBIT E

LOCATION OF EYEBROW SIGNAGE

[attached]

Exhibit “E”

EX-23.2

Exhibit 23.2

Independent Auditors’ Consent

The Board of Directors

Jive Software, Inc.:

We consent to the use of our report dated August 2, 2011, with respect to the consolidated balance sheet of OffiSync Corporation as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Portland, Oregon

November 29, 2011

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Jive Software, Inc.:

We consent to the use of our report dated June 16, 2011, except as to note 13, which is as of August 24, 2011, with respect to the consolidated balance sheets of Jive Software, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, redeemable convertible preferred stock, stockholders’ deficit and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report refers to a change to the method of accounting for revenue.

/s/ KPMG LLP

Portland, Oregon

November 29, 2011