THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE (this "AMENDMENT") is entered into this 17th day of June, 2004,
(the "EFFECTIVE DATE") by and between LEVINE INVESTMENTS LIMITED PARTNERSHIP, an
Arizona limited partnership ("LANDLORD"), and VIASAT, INC., a Delaware corporation ("TENANT").
A. Landlord, as successor in interest to W9/LNP Real Estate Limited Partnership, a Delaware limited
partnership, and Tenant are parties to that certain Lease dated March 24, 1998 (the "MASTER LEASE"), as
amended by that certain First Amendment to Lease Agreement dated June 27, 2000 (the "FIRST
AMENDMENT"), and that certain Letter Agreement dated May 22, 2001 (the "SECOND AMENDMENT")
(collectively, the "LEASE"), with respect to premises (the "PREMISES") consisting of three (3) buildings
containing a total of approximately 180,000 rentable square feet located on El Camino Real, Carlsbad,
B. The Second Amendment extended and modified the Phase 3 Option as stated therein. Thereafter, Tenant
allowed the Phase 3 Option to expire.
C. The parties wish to further amend the Lease, subject to and in accordance with the further terms, covenants
and conditions of this Amendment.
NOW, THEREFORE, in consideration of the execution and delivery of the Lease, the foregoing Recitals, the
mutual agreements, covenants and promises set forth in this Amendment and other good and valuable
consideration, the receipt, sufficiency and validity of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS; APPROVALS. Except as otherwise defined in this Amendment, all capitalized terms shall
have the meanings given to them in the Lease. All required approvals in this Amendment, including its Exhibits,
shall not be unreasonably withheld, conditioned or delayed.
2. REFURBISHMENT ALLOWANCE. Landlord shall provide to Tenant an allowance in the amount of Four
Hundred Fifty Thousand and No/100 Dollars ($450,000.00) ($2.50 per rentable square foot of the Premises,