Exhibit 10.1


 


 


 


 


 


 


LEASE


 

BETWEEN


 


DISCOVERY BUSINESS CENTER LLC


 


AND


 


LANTRONIX, INC.


 


 


 


 


 


 


 


 


 


 


 


 






    	 	1	 



     


    

 


LEASE


 


THIS LEASE is made as of November 5, 2021, by and between
DISCOVERY BUSINESS CENTER LLC, a Delaware limited liability company, hereafter called “Landlord,” and LANTRONIX,
INC., a Delaware corporation, hereafter called “Tenant.”


 


ARTICLE 1. BASIC LEASE PROVISIONS


 


Each reference
in this Lease to the “Basic Lease Provisions” shall mean and refer to the following collective terms, the application
of which shall be governed by the provisions in the remaining Articles of this Lease.


 


		1.	Tenant’s Trade Name: N/A



 


		2.	Premises:	Suite No. 250 (The Premises are more particularly described in Section 2.1.)
	 	 	Building:	48 Discovery, Irvine, CA 92618
	 	 	Project:	Discovery Park (as shown on Exhibit Y to this Lease)



 


		3.	Permitted Use: General office, research and development, light warehousing and any other use permitted
under all applicable laws and zoning.



 


		4.	Estimated Commencement Date: February 1, 2022



 


		5.	Lease Term: 84 months, plus such additional days as may be required to cause this Lease to expire
on the final day of the calendar month.



 


		6.	Basic Rent:



 


	Months of Term or Period	Monthly Rate Per Rentable 

Square Foot	Monthly Basic Rent
	1 to 12	$2.10	$28,910.70
	13 to 24	$2.17	$29,874.39
	25 to 36	$2.25	$30,975.75
	37 to 48	$2.33	$32,077.11
	49 to 60	$2.41	$33,178.47
	61 to 72	$2.49	$34,279.83
	73 to 84	$2.58	$35,518.86


 


Notwithstanding the above schedule of
Basic Rent to the contrary, as long as Tenant is not in Default (as defined in Section 14.1) under this Lease, Tenant shall be entitled
to an abatement of 3 full calendar months of Basic Rent in the aggregate amount of $86,732.10 (i.e. $28,910.70 per month) (the “Abated
Basic Rent”) for the first 3 full calendar months of the Term (the “Abatement Period”). In the event Tenant
Defaults at any time during the Term beyond any applicable “cure” period with the result that Tenant’s right to possession
of the Premises is terminated, then unamortized Abated Basic Rent to the date of such termination (amortized over the initial 84 months
of the Term) shall immediately become due and payable. The payment by Tenant of the unamortized Abated Basic Rent in the event of a Default
shall not limit or affect any of Landlord's other rights, pursuant to this Lease or at law or in equity. Only Basic Rent shall be abated
during the Abatement Period and all other additional rent and other costs and charges specified in this Lease shall remain as due and
payable pursuant to the provisions of this Lease.


 


 


 






    	 	2	 



     


    

 


		7.	Expense Recovery Period: Every twelve month period during the Term (or portion thereof during the
first and last Lease years) ending June 30.



 


		8.	Floor Area of Premises: approximately 13,767 rentable square feet

Floor Area of Building: approximately 53,840 rentable square feet



 


		9.	Security Deposit or Letter of Credit: $50,000.00



 


		10.	Broker(s): Irvine Management Company (“Landlord’s Broker”) is the agent
of Landlord exclusively and Newmark Knight Frank (“Tenant’s Broker”) is the agent of Tenant exclusively.



 


		11.	Parking: 55 parking spaces in accordance with the provisions set forth in Exhibit F to this
Lease.



 


		12.	Address for Payments and Notices:



 



	
    LANDLORD

     

    Payment Registration Address:

     

    Email tenantportal@irvinecompany.com
    to request an account for the Tenant Payment Portal.

     

    Notice Address:

     

    THE IRVINE COMPANY LLC

    550 Newport Center Drive

    Newport Beach, CA 92660

    Attn: Senior Vice President, Operations Office Properties
	
    TENANT

     

     

     

    LANTRONIX, INC.

    48 Discovery, Suite 250

    Irvine, CA 92618



 


LIST OF LEASE EXHIBITS (All exhibits, riders
and addenda attached to this Lease are hereby incorporated into and made a part of this Lease):


 


	 	Exhibit A	Description of Premises




	 	Exhibit B	Operating Expenses




	 	Exhibit C	Utilities and Services




	 	Exhibit D	Tenant’s Insurance




	 	Exhibit E	Rules and Regulations




	 	Exhibit F	Parking




	 	Exhibit G	Additional Provisions




	 	Exhibit H	Landlord’s Disclosures




	 	Exhibit I	Irrevocable Standby Letter of Credit Form




	 	Exhibit J	Survey Form



	 	Exhibit X	Work Letter




	 	Exhibit Y	Project Description




 


 


 


 






    	 	3	 



     


    

 


ARTICLE 2. PREMISES


 


2.1. LEASED
PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the Premises shown in Exhibit A (the “Premises”),
containing approximately the floor area set forth in Item 8 of the Basic Lease Provisions (the “Floor Area”). The Premises
are located in the building identified in Item 2 of the Basic Lease Provisions (the “Building”), which is a portion
of the project described in Item 2 (the “Project”). Landlord and Tenant stipulate and agree that the Floor Area of
Premises set forth in Item 8 of the Basic Lease Provisions is correct.


 


2.2. ACCEPTANCE
OF PREMISES. Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty
with respect to the Premises, the Building or the Project or the suitability or fitness of either for any purpose, except as set forth
in this Lease. Tenant acknowledges that the flooring materials which may be installed within portions of the Premises located on the ground
floor of the Building may be limited by the moisture content of the Building slab and underlying soils. Except as set forth in Section
2.3 below, the taking of possession or use of the Premises by Tenant for any purpose other than construction shall conclusively establish
that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects,
except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The punch list shall be
limited to any items required to be accomplished by Landlord under the Work Letter (if any) attached as Exhibit X, and shall be
delivered to Landlord within 30 days after the Commencement Date (as defined herein). If there is no Work Letter, or if no items are required
of Landlord under the Work Letter, by taking possession of the Premises Tenant accepts the improvements in their existing condition, and
waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section 2.2 shall affect
the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which
it is notified as provided above.


 


2.3. GOOD WORKING
ORDER WARRANTY. Landlord warrants to Tenant that the windows and seals, fire sprinkler system, lighting, heating, ventilation and
air conditioning systems and all plumbing and electrical systems serving the Building and the Premises (collectively, the “Building
Systems”), and the roof and structural components of the Building, shall be in good operating condition and in compliance with
current building codes and all other applicable Federal, State and local laws, including but not limited to the Americans with Disabilities
Act (“ADA”), as of the Commencement Date of this Lease. Provided that Tenant shall notify Landlord that the Building
Systems are not in good operating condition within 30 days following the Commencement Date, then Landlord shall, except as otherwise provided
in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same
at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease.


 


ARTICLE 3. TERM


 


3.1. GENERAL.
The term of this Lease (“Term”) shall be for the period shown in Item 5 of the Basic Lease Provisions. The Term shall
commence (“Commencement Date”) on the earlier of (a) the date the Premises are deemed “ready for occupancy”
(as hereinafter defined) and possession thereof is delivered to Tenant, but not earlier than February 1, 2022 or (b) the date Tenant commences
its regular business activities within the Premises. Promptly following request by Landlord, the parties shall memorialize on a form provided
by Landlord (the “Commencement Memorandum”) the actual Commencement Date and the expiration date (“Expiration
Date”) of this Lease; should Tenant fail to execute and return the Commencement Memorandum to Landlord within 10 business days
(or provide specific written objections thereto within that period), then Landlord’s determination of the Commencement and Expiration
Dates as set forth in the Commencement Memorandum shall be conclusive. The Premises shall be deemed “ready for occupancy”
when Landlord, to the extent applicable, (i) has substantially completed all the work required to be completed by Landlord pursuant to
the Work Letter (if any) attached to this Lease but for minor punch list matters, and (ii) has obtained the requisite governmental approvals
for Tenant’s occupancy in connection with such work.


 


3.2. DELAY IN
POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated
Commencement Date set forth in Item 4 of the Basic Lease Provisions, this Lease shall not be void or voidable nor shall Landlord be liable
to Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent until the Commencement Date occurs as provided
in Section 3.1 above, except that if Landlord’s failure to substantially complete all work required of Landlord pursuant to Section
3.1(i) above is attributable to any action or inaction by Tenant (including without limitation any Tenant Delay described in the Work
Letter, if any, attached to this Lease), then the Premises shall be deemed ready for occupancy, and Landlord shall be entitled to full
performance by Tenant (including the payment of rent), as of the date Landlord would have been able to substantially complete such work
and deliver the Premises to Tenant but for Tenant’s delay(s).


 


 


 


 






    	 	4	 



     


    

 


ARTICLE 4. RENT AND OPERATING EXPENSES


 


4.1. BASIC RENT.
From and after the Commencement Date, Tenant shall pay to Landlord without deduction or offset, except as provided in this Lease, a Basic
Rent for the Premises in the total amount shown (including subsequent adjustments, if any) in Item 6 of the Basic Lease Provisions (the
“Basic Rent”). If the Commencement Date is other than the first day of a calendar month, any rental adjustment shown
in Item 6 shall be deemed to occur on the first day of the next calendar month following the specified monthly anniversary of the Commencement
Date. The Basic Rent shall be due and payable in advance commencing on the Commencement Date and continuing thereafter on the first day
of each successive calendar month of the Term, as prorated for any partial month. No demand, notice or invoice shall be required. An
installment in the amount of 1 full month’s Basic Rent at the initial rate specified in Item 6 of the Basic Lease Provisions, and
1 month’s estimated Tenant’s Share of Operating Expenses shall be delivered to Landlord not later than the Commencement Date
and shall be applied against the Basic Rent and Operating Expenses first due hereunder; the next installment of Basic Rent shall be due
on the first day of the fifth calendar month of the Term, which installment shall, if applicable, be appropriately prorated to reflect
the amount prepaid for that calendar month.


 


4.2. OPERATING
EXPENSES. Tenant shall pay Tenant’s Share of Operating Expenses in accordance with Exhibit B of this Lease.


 


4.3. SECURITY
DEPOSIT. Concurrently with Tenant’s delivery of this Lease, Tenant shall deposit with Landlord the sum, if any, stated in Item
9 of the Basic Lease Provisions (the “Security Deposit”), to be held by Landlord as security for the full and faithful
performance of Tenant’s obligations under this Lease, to pay any rental sums, including without limitation such additional rent
as may be owing under any provision hereof, and to maintain the Premises as required by Sections 7.1 and 15.2 or any other provision of
this Lease. Upon any breach of the foregoing obligations by Tenant, Landlord may apply all or part of the Security Deposit as full or
partial compensation. If any portion of the Security Deposit is so applied, Tenant shall within 5 business days after written demand by
Landlord deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not
be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security
Deposit. In no event may Tenant utilize all or any portion of the Security Deposit as a payment toward any Rent due under this Lease.
Any unapplied balance of the Security Deposit shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s
interest in this Lease within 30 days following the termination of this Lease and Tenant’s vacation of the Premises. Tenant hereby
waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor laws now or hereafter in effect, in
connection with Landlord’s application of the Security Deposit to prospective rent that would have been payable by Tenant but for
the early termination due to Tenant’s Default (as defined herein).


 


4.4. LETTER
OF CREDIT. Landlord agrees that in lieu of a cash Security Deposit, Tenant may deliver to Landlord, not later than the Commencement
Date, a letter of credit in the amount stated in Item 9 of the Basic Lease Provisions, which letter of credit shall be in form and with
the substance of Exhibit I attached hereto. The letter of credit shall be issued by a financial institution acceptable to Landlord
(and Landlord hereby approves Silicon Valley Bank as an acceptable financial institution) with a branch in Orange County or Santa Clara
County, California, at which draws on the letter of credit will be accepted. The letter of credit shall provide for automatic yearly renewals
throughout the Term of this Lease and shall have an outside expiration date (if any) that is not earlier than 30 days after the expiration
of the Lease Term. In the event the letter of credit is not continuously renewed through the period set forth above, or upon any breach
under this Lease by Tenant, including specifically Tenant’s failure to pay Rent or to abide by its obligations under Sections 7.1
and 15.2 below, Landlord shall be entitled to draw upon all or part of said letter of credit by the issuance of Landlord's sole written
demand to the issuing financial institution. In the event of any such draw, Tenant shall promptly provide Landlord with an additional
letter of credit in an amount sufficient to restore the letter of credit to the amount required hereunder. Any such draw shall be without
waiver of any rights Landlord may have under this Lease or at law or in equity as a result of any Default hereunder by Tenant. Tenant
hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor laws now or hereafter in effect.


 


 


 


 






    	 	5	 



     


    

 


ARTICLE 5. USES


 


5.1. USE.
Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions and for no other use whatsoever. The
uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency
or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or
political subdivision thereof; or (iii) schools, temporary employment agencies or other training facilities which are not ancillary to
corporate, executive or professional office use. Tenant shall not do or permit anything to be done in or about the Premises which will
in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, or use or allow the Premises
to be used for any unlawful purpose, nor shall Tenant permit any nuisance or commit any waste in the Premises or the Project. Tenant shall
not perform any work or conduct any business whatsoever in the Project other than inside the Premises. Tenant shall comply at its expense
with all present and future laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the
Premises, and with all energy usage reporting requirements of Landlord. Pursuant to California Civil Code § 1938, Landlord hereby
states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code §
55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: “A
Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the
applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the
subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the
subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall
mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and
the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.”


 


During the Term,
Landlord shall be responsible, at its cost (except to the extent properly included in Project Costs), for correcting any violations of
Title III of the Americans with Disabilities Act (“ADA”) in which it is notified by governmental authorities with respect
to the Common Areas of the Building except for any obligations specifically imposed upon Tenant pursuant to this Lease. Notwithstanding
the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right
to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law and the right to
appeal any decisions, judgments or rulings to the fullest extent permitted by law. Landlord, after the exhaustion of any and all rights
to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order
or judgment. Notwithstanding the foregoing, Tenant, not Landlord, shall be responsible for the correction of any violations that arise
out of or in connection with any claims brought under any provision of the Americans with Disabilities Act other than Title III, the specific
nature of Tenant's business in the Premises (other than general office use), the acts or omissions of Tenant, its agents, employees or
contractors, Tenant's arrangement of any furniture, equipment or other property in the Premises, any repairs, alterations, additions or
improvements performed by or on behalf of Tenant (including the Tenant Improvements) and any design or configuration of the Premises specifically
requested by Tenant after being informed that such design or configuration may not be in strict compliance with the ADA.


 


5.2. SIGNS.
Provided Tenant continues to occupy the entire Premises, Tenant shall have the non-exclusive right to one exterior “eyebrow”
sign on the Building for Tenant’s name and graphics in a location designated by Landlord, subject to Landlord's right of prior approval
that such exterior signage is in compliance with the Signage Criteria (defined below). Except as provided in the foregoing provisions
of this Section, and except for Landlord’s standard lobby directory and suite signage identifying Tenant’s name and/or logo,
Tenant shall have no right to maintain signs in any location in, on or about the Premises, the Building or the Project and shall not place
or erect any signs that are visible from the exterior of the Building. The size, design, graphics, material, style, color and other physical
aspects of any permitted sign shall be subject to Landlord’s written determination, as determined solely by Landlord, prior to installation,
that signage is in compliance with any covenants, conditions or restrictions encumbering the Premises and Landlord’s signage program
for the Project, as in effect from time to time and approved by the City in which the Premises are located (“Signage Criteria”).
Prior to placing or erecting any such signs, Tenant shall obtain and deliver to Landlord a copy of any applicable municipal or other governmental
permits and approvals, except to Landlord’s lobby directory and standard suite signage. Tenant shall be responsible for all costs
of any permitted sign, including, without limitation, the fabrication, installation, maintenance and removal thereof and the cost of any
permits therefor, except that Landlord shall pay for the initial installation costs only of the standard suite signage. If Tenant fails
to maintain its sign in good condition, or if Tenant fails to remove same upon termination of this Lease and repair and restore any damage
caused by the sign or its removal, Landlord may do so at Tenant’s expense. Landlord shall have the right to temporarily remove any
signs in connection with any repairs or maintenance in or upon the Building and Landlord shall repair and restore any damage caused by
such temporary removal. The term “sign” as used in this Section shall include all signs, designs, monuments, displays,
advertising materials, logos, banners, projected images, pennants, decals, pictures, notices, lettering, numerals or graphics. Tenant’s
exterior signage rights under this Section 5.2 belong solely to Lantronix, Inc., a Delaware corporation, and, subject to Landlord’s
approval, any transferee pursuant to a Permitted Transfer, and any other attempted assignment or transfer of such rights shall be void
and of no force and effect. Should Tenant fail to have the exterior signage installed on or before 6 months from and after the Commencement
Date, then Tenant’s right to install same thereafter shall be deemed null and void.


 


 


 






    	 	6	 



     


    

 


5.3 HAZARDOUS MATERIALS.


 


(a)       
For purposes of this Lease, the term “Hazardous Materials” means (i) any “hazardous material” as defined
in Section 25501(n) of the California Health and Safety Code, (ii) hydrocarbons, polychlorinated biphenyls or asbestos, (iii) any toxic
or hazardous materials, substances, wastes or materials as defined pursuant to any other applicable state, federal or local law or regulation,
and (iv) any other substance or matter which may result in liability to any person or entity as a result of such person’s possession,
use, storage, release or distribution of such substance or matter under any statutory or common law theory.


 


(b)       
Tenant shall not cause or permit any Hazardous Materials to be brought upon, stored, used, generated, released or disposed of on, under,
from or about the Premises (including without limitation the soil and groundwater thereunder) without the prior written consent of Landlord,
which consent may be given or withheld in Landlord’s sole and absolute discretion. Notwithstanding the foregoing, Tenant shall have
the right, without obtaining prior written consent of Landlord, to utilize within the Premises a reasonable quantity of standard office
products that may contain Hazardous Materials (such as photocopy toner, “White Out”, and the like), provided however,
that (i) Tenant shall maintain such products in their original retail packaging, shall follow all instructions on such packaging with
respect to the storage, use and disposal of such products, and shall otherwise comply with all applicable laws with respect to such products,
and (ii) all of the other terms and provisions of this Section 5.3 shall apply with respect to Tenant’s storage, use and disposal
of all such products. Landlord may, in its sole and absolute discretion, place such conditions as Landlord deems appropriate with respect
to Tenant’s use, storage and/or disposal of any Hazardous Materials requiring Landlord’s consent. Tenant understands that
Landlord may utilize an environmental consultant to assist in determining conditions of approval in connection with the storage, use,
release, and/or disposal of Hazardous Materials by Tenant on or about the Premises, and/or to conduct periodic inspections of the storage,
generation, use, release and/or disposal of such Hazardous Materials by Tenant on and from the Premises, and Tenant agrees that any costs
incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord as additional rent hereunder upon demand.


 


(c)       
Prior to the execution of this Lease, Tenant shall complete, execute and deliver to Landlord a Hazardous Material Survey Form (the “Survey
Form”) in the form of Exhibit J attached hereto. The completed Survey Form shall be deemed incorporated into this Lease
for all purposes, and Landlord shall be entitled to rely fully on the information contained therein. Following the written request of
Landlord on or after each anniversary of the Commencement Date until the expiration or sooner termination of this Lease, Tenant shall
disclose to Landlord in writing the names and amounts of all Hazardous Materials which were stored, generated, used, released and/or disposed
of on, under or about the Premises for the twelve-month period prior thereto, and which Tenant desires to store, generate, use, release
and/or dispose of on, under or about the Premises for the succeeding twelve-month period. In addition, to the extent Tenant is permitted
to utilize Hazardous Materials upon the Premises, Tenant shall promptly provide Landlord with complete and legible copies of all the following
environmental documents relating thereto: reports filed pursuant to any self-reporting requirements; permit applications, permits, monitoring
reports, emergency response or action plans, workplace exposure and community exposure warnings or notices and all other reports, disclosures,
plans or documents (even those which may be characterized as confidential) relating to water discharges, air pollution, waste generation
or disposal, and underground storage tanks for Hazardous Materials; orders, reports, notices, listings and correspondence (even those
which may be considered confidential) of or concerning the release, investigation, compliance, cleanup, remedial and corrective actions,
and abatement of Hazardous Materials; and all complaints, pleadings and other legal documents filed by or against Tenant related to Tenant’s
storage, generation, use, release and/or disposal of Hazardous Materials.


 


(d)       
Landlord and its agents shall have the right, but not the obligation, to inspect, sample and/or monitor the Premises and/or the soil
or groundwater thereunder at any time to determine whether Tenant is complying with the terms of this Section 5.3, and in connection
therewith Tenant shall provide Landlord with reasonable access to all facilities, records and personnel related thereto. Except in
cases of emergency (where no notice shall be required), Landlord shall provide Tenant with at least 24 hours’ prior verbal
notice or any such inspection, which shall occur during normal business hours, and Landlord shall use its reasonable efforts to
minimize any interference with Tenant’s business operations during any such inspection. If Tenant is not in compliance with
any of the provisions of this Section 5.3, or in the event of a release of any Hazardous Material on, under, from or about the
Premises caused or permitted by Tenant, its agents, employees, contractors, licensees, subtenants or invitees, Landlord and its
agents shall have the right, but not the obligation, without limitation upon any of Landlord’s other rights and remedies under
this Lease, to immediately enter upon the Premises without notice and to discharge Tenant’s obligations under this Section 5.3
at Tenant’s expense, including without limitation the taking of emergency or long-term remedial action. Landlord and its
agents shall endeavor to minimize interference with Tenant’s business in connection with any such entry in the Premises. In
addition, Landlord, at Tenant’s expense, shall have the right, but not the obligation, to join and participate in any legal
proceedings or actions initiated in connection with any claims arising out of the storage, generation, use, release and/or disposal
by Tenant or its agents, employees, contractors, licensees, subtenants or invitees of Hazardous Materials on, under, from or about
the Premises.


 


 


 






    	 	7	 



     


    

 


(e)       
If the presence of any Hazardous Materials on, under, from or about the Premises or the Project caused or permitted by Tenant or its agents,
employees, contractors, licensees, subtenants or invitees results in (i) injury to any person, (ii) injury to or any contamination of
the Premises or the Project, or (iii) injury to or contamination of any real or personal property wherever situated, Tenant, at its expense,
shall promptly take all actions necessary to return the Premises and the Project and any other affected real or personal property owned
by Landlord to the condition existing prior to the introduction of such Hazardous Materials and to remedy or repair any such injury or
contamination, including without limitation, any cleanup, remediation, removal, disposal, neutralization or other treatment of any such
Hazardous Materials. Notwithstanding the foregoing, Tenant shall not, without Landlord’s prior written consent, which consent may
be given or withheld in Landlord’s sole and absolute discretion, take any remedial action in response to the presence of any Hazardous
Materials on, under, from or about the Premises or the Project or any other affected real or personal property owned by Landlord or enter
into any similar agreement, consent, decree or other compromise with any governmental agency with respect to any Hazardous Materials claims;
provided however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials
on, under, from or about the Premises or the Project or any other affected real or personal property owned by Landlord (i) imposes an
immediate threat to the health, safety or welfare of any individual and (ii) is of such a nature that an immediate remedial response is
necessary and it is not possible to obtain Landlord’s consent before taking such action. To the fullest extent permitted by law,
Tenant shall indemnify, hold harmless, protect and defend (with attorneys acceptable to Landlord) Landlord and any successors to all or
any portion of Landlord’s interest in the Premises and the Project and any other real or personal property owned by Landlord from
and against any and all liabilities, losses, damages, diminution in value, judgments, fines, demands, claims, recoveries, deficiencies,
costs and expenses (including without limitation attorneys’ fees, court costs and other professional expenses), whether foreseeable
or unforeseeable, arising directly or indirectly out of the use, generation, storage, treatment, release, on- or off-site disposal or
transportation of Hazardous Materials on, into, from, under or about the Premises, the Building or the Project and any other real or personal
property owned by Landlord caused or permitted by Tenant, its agents, employees, contractors, licensees, subtenants or invitees. Such
indemnity obligation shall specifically include, without limitation, the cost of any required or necessary repair, restoration, cleanup
or detoxification of the Premises, the Building and the Project and any other real or personal property owned by Landlord, the preparation
of any closure or other required plans, whether such action is required or necessary during the Term or after the expiration of this Lease
and any loss of rental due to the inability to lease the Premises or any portion of the Building or Project as a result of such Hazardous
Materials, the remediation thereof or any repair, restoration or cleanup related thereto. If it is at any time discovered that Tenant
or its agents, employees, contractors, licensees, subtenants or invitees may have caused or permitted the release of any Hazardous Materials
on, under, from or about the Premises, the Building or the Project or any other real or personal property owned by Landlord, Tenant shall,
at Landlord’s request, immediately prepare and submit to Landlord a comprehensive plan, subject to Landlord’s approval, specifying
the actions to be taken by Tenant to return the Premises, the Building or the Project or any other real or personal property owned by
Landlord to the condition existing prior to the introduction of such Hazardous Materials. Upon Landlord’s approval of such plan,
Tenant shall, at its expense, and without limitation of any rights and remedies of Landlord under this Lease or at law or in equity, immediately
implement such plan and proceed to cleanup, remediate and/or remove all such Hazardous Materials in accordance with all applicable laws
and as required by such plan and this Lease. The provisions of this Section 5.3(e) shall expressly survive the expiration or sooner termination
of this Lease.


 


(f)        
Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, certain facts relating to Hazardous Materials at the Project known
by Landlord to exist as of the date of this Lease, as more particularly described in Exhibit H attached hereto. Tenant shall have
no liability or responsibility with respect to the Hazardous Materials facts described in Exhibit H, nor with respect to any Hazardous
Materials which Tenant proves were not caused or permitted by Tenant, its agents, employees, contractors, licensees, subtenants or invitees.
Notwithstanding the preceding two sentences, Tenant agrees to notify its agents, employees, contractors, licensees, subtenants, and invitees
of any exposure or potential exposure to Hazardous Materials at the Premises that Landlord brings to Tenant’s attention. Tenant
hereby acknowledges that this disclosure satisfies any obligation of Landlord to Tenant pursuant to California Health & Safety Code
Section 25359.7, or any amendment or substitute thereto or any other disclosure obligations of Landlord. Landlord shall take responsibility,
at its sole cost and expense, for any governmentally-ordered clean-up, remediation, removal, disposal, neutralization or other treatment
of those Hazardous Materials conditions described in this Section 5.3(f) for which Tenant has no liability or responsibility. The foregoing
obligation on the part of Landlord shall include the reasonable costs (including, without limitation, reasonable attorney’s fees)
of defending Tenant from and against any legal action or proceeding instituted by any governmental agency in connection with such clean-up,
remediation, removal, disposal, neutralization or other treatment of such conditions, provided that Tenant promptly tenders such defense
to Landlord. Tenant agrees to notify its agents, employees, contractors, licensees, and invitees of any exposure or potential exposure
to Hazardous Materials at the Premises that Landlord brings to Tenant’s attention.


 


 


 






    	 	8	 



     


    

 


Except as disclosed
in Exhibit H (and/or as may otherwise be disclosed to Tenant in writing), Landlord warrants that, to “Landlord’s knowledge”
(as hereinafter defined), there are no Hazardous Materials in or about the Premises as of the date of this Lease which are in violation
of any applicable federal, state or local law, ordinance or regulation. As used herein, “Landlord’s knowledge” shall
mean the actual knowledge, without duty of inquiry or investigation, of the current employees or authorized agents of Landlord responsible
for Hazardous Materials compliance matters.


 


ARTICLE 6. LANDLORD SERVICES


 


6.1. UTILITIES
AND SERVICES. Landlord and Tenant shall be responsible to furnish those utilities and services to the Premises to the extent provided
in Exhibit C, subject to the conditions and payment obligations and standards set forth in this Lease. Landlord shall not be liable
for any failure to furnish any services or utilities when the failure is the result of any accident or other cause beyond Landlord’s
reasonable control, nor shall Landlord be liable for damages resulting from power surges or any breakdown in telecommunications facilities
or services. Landlord’s temporary inability to furnish any services or utilities shall not entitle Tenant to any damages, relieve
Tenant of the obligation to pay rent or constitute a constructive or other eviction of Tenant, except that Landlord shall diligently attempt
to restore the service or utility promptly. Tenant shall comply with all rules and regulations which Landlord may reasonably establish
for the provision of services and utilities, and shall cooperate with all reasonable conservation practices established by Landlord. Landlord
shall at all reasonable times have free access to all electrical and mechanical installations of Landlord. However, if the Premises, or
a material portion of the Premises, are made untenantable for a period in excess of 5 consecutive business days as a result of a service
interruption or repair that is reasonably within the control of Landlord to correct and through no fault of Tenant and for reasons other
than as contemplated in Article 11, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder
during the period beginning on the 6th consecutive business day of the service interruption or repair and ending on the day the service
has been restored.


 


6.2. OPERATION
AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all Common Areas within the Building and the Project. The
term “Common Areas” shall mean all areas within the Building and other buildings in the Project which are not held
for exclusive use by persons entitled to occupy space, and all other appurtenant areas and improvements provided by Landlord for the common
use of Landlord and other tenants and their respective employees and invitees of the Building and other buildings in the Project, including
without limitation parking areas and structures, driveways, sidewalks, landscaped and planted areas, hallways and interior stairwells
not located within the premises of any tenant, common electrical rooms, entrances and lobbies, elevators, and restrooms not located within
the premises of any tenant.


 


6.3. COMMON
AREAS. The occupancy by Tenant of the Premises shall include the use of the Common Areas in common with Landlord and with all others
for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to compliance with Rules and Regulations
set forth in Exhibit E. Landlord shall at all times during the Term have exclusive control of the Common Areas, and may restrain
or permit any use or occupancy, except as otherwise provided in this Lease or in Landlord’s rules and regulations. Tenant shall
keep the Common Areas clear of any obstruction or unauthorized use related to Tenant’s operations. Landlord may temporarily close
any portion of the Common Areas for repairs, remodeling and/or alterations, to prevent a public dedication or the accrual of prescriptive
rights, or for any other reasonable purpose, so long as such closure of the Common Areas shall not unreasonably and adversely interfere
with Tenant’s use of the Premises or to the parking areas.


 


6.4. CHANGES
AND ADDITIONS BY LANDLORD. Landlord reserves the right to make alterations or additions to the Building or the Project or to the attendant
fixtures, equipment and Common Areas, and such change shall not entitle Tenant to any abatement of rent or other claim against Landlord.
No change by Landlord to the Common Areas shall: (i) materially interfere with access to the Premises from the parking areas, or (ii)
reduce the number of vehicle parking spaces to which Tenant is entitled under Exhibit F of this Lease.


 


ARTICLE 7. REPAIRS AND MAINTENANCE


 


7.1. TENANT’S
MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Tenant at its sole expense shall make all repairs necessary to keep the Premises
and all improvements and fixtures therein in good condition and repair, excepting ordinary wear and tear. Notwithstanding Section 7.2
below, Tenant’s maintenance obligation shall include without limitation all appliances, interior glass, doors, door closures, hardware,
fixtures, electrical, plumbing, fire extinguisher equipment and other equipment installed in the Premises and all Alterations constructed
by Tenant pursuant to Section 7.3 below, together with any supplemental HVAC equipment servicing only the Premises. All repairs and other
work performed by Tenant or its contractors shall be subject to the terms of Sections 7.3 and 7.4 below. Alternatively, should Landlord
or its management agent agree to make a repair on behalf of Tenant and at Tenant’s request, Tenant shall promptly reimburse Landlord
as additional rent for all reasonable costs incurred (including the standard supervision fee of 15%) upon submission of an invoice.


 


 


 






    	 	9	 



     


    

 


7.2. LANDLORD’S
MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Landlord shall provide service, maintenance and repair with respect to the
heating, ventilating and air conditioning (“HVAC”) equipment of the Building (exclusive of any supplemental HVAC equipment
servicing only the Premises) and shall maintain in good repair the Common Areas, roof, foundations, footings, the exterior surfaces of
the exterior walls of the Building (including exterior glass), and the structural, electrical, mechanical and plumbing systems of the
Building (including elevators, if any, serving the Building), except to the extent provided in Section 7.1 above. Landlord need not make
any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section 7.2 shall limit
Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this
Lease. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands
that it shall not make repairs at Landlord’s expense or by rental offset. Except as provided in Section 11.1 and Article 12 below,
there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business
arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises,
nor shall any related activity by Landlord constitute an actual or constructive eviction; provided, however, that in making repairs, alterations
or improvements, Landlord shall interfere as little as reasonably practicable with the conduct of Tenant’s business in the Premises.
Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California
Civil Code, or any similar or successor laws now or hereafter in effect.


 


7.3. ALTERATIONS.
Except for cosmetic alteration projects that do not exceed $10,000.00 during each calendar year, that do not require a permit from the
City of Irvine and that do not affect the structural, electrical or mechanical components or systems of the Building, are not visible
from the exterior of the Premises, do not change the basic floor plan of the Premises, and utilize only Landlord’s building standard
materials (which work shall require notice to Landlord but not Landlord’s consent), Tenant shall make no alterations, additions,
decorations, or improvements (collectively referred to as “Alterations”) to the Premises without the prior written
consent of Landlord. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed as long as the proposed Alterations
do not affect the structural, electrical or mechanical components or systems of the Building, are not visible from the exterior of the
Premises, do not change the basic floor plan of the Premises, and utilize only Landlord’s building standard materials (“Standard
Improvements”). Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem
reasonable or desirable. Without limiting the generality of the foregoing, Tenant shall use Landlord’s designated mechanical and
electrical contractors for all Alterations work affecting the mechanical or electrical systems of the Building. Should Tenant perform
any Alterations work that would necessitate any ancillary Building modification or other expenditure by Landlord, then Tenant shall promptly
fund the cost thereof to Landlord. Tenant shall obtain all required permits for the Alterations and shall perform the work in compliance
with all applicable laws, regulations and ordinances with contractors reasonably acceptable to Landlord, and except for cosmetic Alterations
not requiring a permit, Landlord shall be entitled to a supervision fee in the amount of 5% of the cost of the Alterations. Any request
for Landlord’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory
to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review
shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises,
then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Alterations
shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord Unless Landlord otherwise
agrees in writing, all Alterations affixed to the Premises, including without limitation all Tenant Improvements constructed pursuant
to the Work Letter (except as otherwise provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become
the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant
given simultaneously with Landlord’s consent, require Tenant to remove by the Expiration Date, or sooner termination date of this
Lease, all or any Alterations (including without limitation all telephone and data cabling) installed either by Tenant or by Landlord
at Tenant’s request (collectively, the “Required Removables”), and to replace any non-Standard Improvements with
the applicable Standard Improvements. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that
Landlord advise Tenant whether the Alteration or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s
request, Landlord shall advise Tenant in writing as to which portions of the subject Alterations are Required Removables. In connection
with its removal of Required Removables, Tenant shall repair any damage to the Premises arising from that removal and shall restore the
affected area to its preexisting condition, reasonable wear and tear excepted.


 


 


 






    	 	10	 



     


    

 


7.4. MECHANIC’S
LIENS. Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred
by or for Tenant. Upon request by Landlord, Tenant shall promptly cause any such lien to be released by posting a bond in accordance with
California Civil Code Section 8424 or any successor statute. In the event that Tenant shall not, within 15 days following the imposition
of any lien, cause the lien to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other
available remedies, the right to cause the lien to be released by any means it deems proper, including payment of or defense against the
claim giving rise to the lien. All expenses so incurred by Landlord, including Landlord’s attorneys’ fees, shall be reimbursed
by Tenant promptly following Landlord’s demand, together with interest from the date of payment by Landlord at the maximum rate
permitted by law until paid. Tenant shall give Landlord no less than 20 days’ prior notice in writing before commencing construction
of any kind on the Premises.


 


7.5. ENTRY AND
INSPECTION. Landlord shall at all reasonable times and with reasonably prior verbal notice (at least 24 hours), except in emergencies
or to provide Building services, have the right to enter the Premises to inspect them, to supply services in accordance with this Lease,
to make repairs and renovations as reasonably deemed necessary by Landlord, and to submit the Premises to prospective or actual purchasers
or encumbrance holders (or, during the final twelve months of the Term or when an uncured Default exists, to prospective tenants), all
without being deemed to have caused an eviction of Tenant and without abatement of rent except as provided elsewhere in this Lease. If
reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. If,
as a result of work being performed by Landlord, Landlord temporarily closes all or any portion of the Premises for a period in excess
of 5 consecutive business day(s), Tenant, as its sole remedy, shall be entitled to receive a per diem abatement of Basic Rent in the proportion
that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable
area of the Premises during the period beginning on the 6th consecutive business day of closure and ending on the date on which the Premises
are returned to Tenant in a tenantable condition. Tenant, however, shall not be entitled to an abatement if the repairs, alterations and/or
additions to be performed are required as a result of the acts or omissions of Tenant, its agents, employees or contractors, including,
without limitation, a Default by Tenant in its maintenance and repair obligations under the Lease. Except in emergencies or to provide
Building services, Landlord shall provide Tenant with reasonable prior verbal notice of entry and shall use reasonable efforts to minimize
any interference with Tenant’s use of the Premises.


 


ARTICLE 8. SPACE PLANNING AND SUBSTITUTION


 


Landlord shall
have the right, upon providing not less than 45 days prior written notice, to move Tenant to other space of comparable size in the Building
or in the Project or in other space owned by Landlord or its affiliate(s) within 3 miles of the Building. The new space shall be provided
with improvements of comparable quality to those within the Premises. Landlord shall pay the reasonable out-of-pocket costs to relocate
and reconnect Tenant’s personal property and equipment within the new space; provided that Landlord may elect to cause such work
to be done by its contractors. Landlord shall also reimburse Tenant for such other reasonable out-of-pocket costs that Tenant may incur
in connection with the relocation, including without limitation necessary stationery revisions. Within 10 days following request by Landlord,
Tenant shall execute an amendment to this Lease prepared by Landlord to memorialize the relocation. Should Tenant fail timely to execute
and deliver the amendment to Landlord, or should Tenant thereafter fail to comply with the terms thereof, then Landlord may at its option
elect to terminate this Lease upon not less than 60 days prior written notice to Tenant.


 


ARTICLE 9. ASSIGNMENT AND SUBLETTING


 


9.1. RIGHTS OF PARTIES.


 


(a)       
Except as otherwise specifically provided in this Article 9, Tenant may not, either voluntarily or by operation of law, assign, sublet,
encumber, or otherwise transfer all or any part of Tenant’s interest in this Lease, or permit the Premises to be occupied by anyone
other than Tenant (each, a “Transfer”), without Landlord’s prior written consent, which consent shall not unreasonably
be withheld, conditioned or delayed in accordance with the provisions of Section 9.1(b). For purposes of this Lease, references to any
subletting, sublease or variation thereof shall be deemed to apply not only to a sublease effected directly by Tenant, but also to a sub-subletting
or an assignment of subtenancy by a subtenant at any level. Except as otherwise specifically provided in this Article 9, no Transfer (whether
voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent and, at Landlord’s
election, such a Transfer shall constitute a material default of this Lease.


 


 


 






    	 	11	 



     


    

 


(b)       
Except as otherwise specifically provided in this Article 9, if Tenant or any subtenant hereunder desires to transfer an interest in this
Lease, Tenant shall first notify Landlord in writing and shall request Landlord’s consent thereto. Tenant shall also submit to Landlord
in writing: (i) the name and address of the proposed transferee; (ii) the nature of any proposed subtenant’s or assignee’s
business to be carried on in the Premises; (iii) the terms and provisions of any proposed sublease or assignment (including without limitation
the rent and other economic provisions, term, improvement obligations and commencement date); (iv) evidence that the proposed assignee
or subtenant will comply with the requirements of Exhibit D to this Lease; and (v) any other information requested by Landlord
and reasonably related to the Transfer. Landlord shall not unreasonably withhold its consent, provided: (1) the use of the Premises will
be consistent with the provisions of this Lease and with Landlord’s commitment to other tenants of the Building and Project; (2)
any proposed subtenant or assignee demonstrates that it is financially responsible by submission to Landlord of all reasonable information
as Landlord may request concerning the proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed
subtenant or assignee as of a date within 90 days of the request for Landlord’s consent and statements of income or profit and loss
of the proposed subtenant or assignee for the two-year period preceding the request for Landlord’s consent; (3) the proposed assignee
or subtenant is neither an existing tenant or occupant of the Building or Project nor a prospective tenant with whom Landlord or Landlord’s
affiliate has been actively negotiating to become a tenant at the Building or Project, except that Landlord will not enforce this restriction
if it does not have sufficient available space to accommodate the proposed transferee; and (4) the proposed transferee is not an SDN (as
defined below) and will not impose additional burdens or security risks on Landlord. If Landlord consents to the proposed Transfer, then
the Transfer may be effected within 90 days after the date of the consent upon the terms described in the information furnished to Landlord;
provided that any material change in the terms shall be subject to Landlord’s consent as set forth in this Section 9.1(b). Landlord
shall approve or disapprove any requested Transfer within 20 days following receipt of Tenant’s written notice and the information
set forth above. Except in connection with a Permitted Transfer (as defined below), if Landlord approves the Transfer Tenant shall pay
a transfer fee of $750.00 to Landlord concurrently with Tenant’s execution of a Transfer consent prepared by Landlord. Notwithstanding
the foregoing, however, should Landlord so elect to recapture the portion of the Premises Tenant is proposing to transfer, Tenant may,
by notice to Landlord within 5 business days thereafter, elect to rescind its transfer request, in which event Landlord’s recapture
election shall be null and void and Tenant will not consummate its proposed transfer.


 


(c)       
Notwithstanding the provisions of Subsection (b) above, and except in connection with a “Permitted Transfer” (as defined
below), in lieu of consenting to a proposed assignment or subletting of all or substantially all of the Premises for all or substantially
all of the remaining Term, Landlord may elect to terminate this Lease in its entirety in the event of an assignment, or terminate this
Lease as to the portion of the Premises proposed to be subleased with a proportionate abatement in the rent payable under this Lease,
such termination to be effective on the date that the proposed sublease or assignment would have commenced. Landlord may thereafter, at
its option, assign or re-let any space so recaptured to any third party, including without limitation the proposed transferee identified
by Tenant. Tenant shall not be obligated to pay Landlord any additional Rent or other consideration which Tenant receives as a result
of a Permitted Transfer of this Lease to an Affiliate.


 


(d)       
Should any Transfer occur, Tenant shall, except in connection with a Permitted Transfer, promptly pay or cause to be paid to Landlord,
as additional rent, 50% of any amounts paid by the assignee or subtenant, however described and whether funded during or after the Lease
Term, to the extent such amounts are in excess of the sum of (i) the scheduled Rent payable by Tenant hereunder (or, in the event of a
subletting of only a portion of the Premises, the Rent allocable to such portion as reasonably determined by Landlord) and (ii) the direct
out-of-pocket costs, as evidenced by third party invoices provided to Landlord, incurred by Tenant to effect the Transfer, which costs
shall be amortized over the remaining Term of this Lease or, if shorter, over the term of the sublease.


 


(e)       
The sale of all or substantially all of the assets of Tenant (other than bulk sales in the ordinary course of business), the merger or
consolidation of Tenant, the sale of all or substantially all of Tenant’s capital stock, or any other direct or indirect change
of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its
parent company, shall be deemed a Transfer within the meaning and provisions of this Article. Notwithstanding the foregoing, Tenant may
assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets, or
assign this Lease or sublet all or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord but subject
to the provisions of Section 9.2, provided that all of the following conditions are satisfied (a “Permitted Transfer”):
(i) Tenant is not then in Default hereunder; (ii) Tenant gives Landlord written notice at least 10 business days before such Permitted
Transfer; and (iii) the successor entity resulting from any merger or consolidation of Tenant or the sale of all or substantially all
of the assets of Tenant, has a net worth (computed in accordance with generally accepted accounting principles, except that intangible
assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) at
the time of the Permitted Transfer that is at least equal to the Net Worth of Tenant immediately before the Permitted Transfer. Tenant’s
notice to Landlord shall include reasonable information and documentation evidencing the Permitted Transfer and showing that each of
the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign and deliver to Landlord a commercially
reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common
control with Tenant. Notwithstanding anything in this Lease to the contrary, any rights of Tenant under this Lease that are personal
to Lantronix, Inc., a Delaware corporation, shall also inure to the benefit of any transferee pursuant to a Permitted Transfer.


 


 


 






    	 	12	 



     


    

 


9.2. EFFECT
OF TRANSFER. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to
Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Each assignee, other than Landlord,
shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment
of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall
not be discharged or impaired by any subsequent modification or extension of this Lease. Consent by Landlord to one or more transfers
shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease.


 


9.3. SUBLEASE
REQUIREMENTS. Any sublease, license, concession or other occupancy agreement entered into by Tenant shall be subordinate and subject
to the provisions of this Lease, and if this Lease is terminated during the term of any such agreement, Landlord shall have the right
to: (i) treat such agreement as cancelled and repossess the subject space by any lawful means, or (ii) require that such transferee attorn
to and recognize Landlord as its landlord (or licensor, as applicable) under such agreement. Landlord shall not, by reason of such attornment
or the collection of sublease rentals, be deemed liable to the subtenant for the performance of any of Tenant’s obligations under
the sublease. If Tenant is in Default (hereinafter defined), Landlord is irrevocably authorized to direct any transferee under any such
agreement to make all payments under such agreement directly to Landlord (which Landlord shall apply towards Tenant’s obligations
under this Lease) until such Default is cured. No collection or acceptance of rent by Landlord from any transferee shall be deemed a waiver
of any provision of Article 9 of this Lease, an approval of any transferee, or a release of Tenant from any obligation under this Lease,
whenever accruing. In no event shall Landlord’s enforcement of any provision of this Lease against any transferee be deemed a waiver
of Landlord’s right to enforce any term of this Lease against Tenant or any other person.


 


ARTICLE 10. INSURANCE AND INDEMNITY


 


10.1. TENANT’S
INSURANCE. Tenant, at its sole cost and expense, shall provide and maintain in effect the insurance described in Exhibit D.
Evidence of that insurance must be delivered to Landlord prior to the Commencement Date.


 


10.2. LANDLORD’S
INSURANCE. Landlord shall provide the following types of insurance, with or without deductible and in amounts and coverages as may
be determined by Landlord in its discretion: property insurance, subject to standard exclusions (such as, but not limited to, earthquake
and flood exclusions), covering the Building or Project. In addition, Landlord may, at its election, obtain insurance coverages for such
other risks as Landlord or its Mortgagees may from time to time deem appropriate, including earthquake and commercial general liability
coverage. Landlord shall not be required to carry insurance of any kind on any tenant improvements or Alterations in the Premises installed
by Tenant or its contractors or otherwise removable by Tenant (collectively, “Tenant Installations”), or on any trade
fixtures, furnishings, equipment, interior plate glass, signs or items of personal property in the Premises, and Landlord shall not be
obligated to repair or replace any of the foregoing items should damage occur. All proceeds of insurance maintained by Landlord upon the
Building and Project shall be the property of Landlord, whether or not Landlord is obligated to or elects to make any repairs.


 


10.3. JOINT INDEMNITY.


 


(a)       
To the fullest extent permitted by law, but subject to Section 10.5 below, Tenant shall defend, indemnify and hold harmless Landlord,
its agents, lenders, and any and all affiliates of Landlord, from and against any and all claims, liabilities, costs or expenses arising
either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, or
from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees,
subtenants, vendors, contractors, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Default
in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant
or its agents, employees, subtenants, vendors, contractors, invitees or licensees. Landlord may, at its option, require Tenant to assume
Landlord’s defense in any action covered by this Section 10.3(a) through counsel reasonably satisfactory to Landlord. Notwithstanding
the foregoing, Tenant shall not be obligated to indemnify Landlord against any liability or expense to the extent such liability or expense:
(i) is ultimately determined to have been caused by the negligence or willful misconduct of Landlord, its agents, contractors or employees,
or (ii) is covered by Landlord’s indemnity obligations set forth in Section 10.3(b) below.


 


 


 






    	 	13	 



     


    

 


(b)       
To the fullest extent permitted by law, but subject to Section 10.5 below, Landlord shall defend, indemnify and hold harmless Tenant,
its agents, lenders, and any and all affiliates of Tenant, from and against any and all claims, liabilities, costs or expenses arising
either before or after the Commencement Date from any default by Landlord of its obligations under this Lease or from the active negligence
or willful misconduct of Landlord, its employees, agents or contractors, or of any vendors under contract with Landlord, in connection
with the maintenance or repair of the Common Areas of the Project. Tenant may, at its option, require Landlord to assume Tenant’s
defense in any action covered by this Section 10.3(b) through counsel reasonably satisfactory to Tenant. Notwithstanding the foregoing,
Landlord shall not be obligated to indemnify Tenant against any liability or expense to the extent such liability or expense: (i) is ultimately
determined to have been caused by the negligence or willful misconduct of Tenant, its agents, employees, subtenants, vendors, contractors,
invitees or licensees, or (ii) is covered by Tenant’s indemnity obligations set forth in Section 10.3(a) above.


 


10.4. WAIVER
OF CLAIMS. Unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors but subject
to Section 10.5 below, Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby waives all claims
against Landlord, its employees and agents for loss of or damage to any property, or any injury to any person, resulting from any condition
including, but not limited to, acts or omissions (criminal or otherwise) of third parties and/or other tenants of the Project, or their
agents, employees or invitees, fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow from or
into any part of the Premises or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning, electrical works or other fixtures in the Building, whether the damage or injury results from conditions arising
in the Premises or in other portions of the Building. It is understood that any such condition may require the temporary evacuation or
closure of all or a portion of the Building. Should Tenant elect to receive any service from a concessionaire, licensee or third party
tenant of Landlord, Tenant shall not seek recourse against Landlord for any breach or liability of that service provider. Notwithstanding
anything to the contrary contained in this Lease, in no event shall Landlord be liable for Tenant’s loss or interruption of business
or income (including without limitation, Tenant’s consequential damages, lost profits or opportunity costs), or for interference
with light or other similar intangible interests.


 


10.5. WAIVER
OF SUBROGATION. Landlord and Tenant waive all rights of recovery against the other on account of loss and damage to the property of
such waiving party to the extent that the waiving party is entitled to proceeds for such loss and damage under any property insurance
policies carried or otherwise required to be carried by this Lease; provided however, that the foregoing waiver shall not apply to the
extent of Tenant’s obligation to pay deductibles under any such policies and this Lease. By this waiver it is the intent of the
parties that neither Landlord nor Tenant shall be liable to any insurance company (by way of subrogation or otherwise) insuring the other
party for any loss or damage insured against under any property insurance policies, even though such loss or damage might be occasioned
by the negligence of such party, its agents, employees, contractors or invitees. The foregoing waiver by Tenant shall also inure to the
benefit of Landlord’s management agent for the Building.


 


ARTICLE 11. DAMAGE OR DESTRUCTION


 


11.1. RESTORATION.


 


(a)       
If the Building of which the Premises are a part, or the parking areas for the Building, are damaged as the result of an event of casualty,
then subject to the provisions below, Landlord shall repair that damage as soon as reasonably possible unless Landlord reasonably determines
that: (i) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (ii)
any Mortgagee (defined in Section 13.1) requires that the insurance proceeds be applied to the payment of the mortgage debt; or (iii)
proceeds necessary to pay the full cost of the repair are not available from Landlord’s insurance, including without limitation
earthquake insurance. Should Landlord elect not to repair the damage for one of the preceding reasons, Landlord shall so notify Tenant
in the “Casualty Notice” (as defined below), and this Lease shall terminate as of the date of delivery of that notice. If
Landlord has the right to terminate this Lease pursuant to this Section 11.1(a), Landlord agrees to exercise such right in a nondiscriminatory
fashion among tenants in the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory:
length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds,
Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building,
and other factors (other than the rental rates payable under the leases in question) relevant to Landlord's decision as long as they are
applied to Tenant in the same manner as other tenants.


 


 


 


 






    	 	14	 



     


    

 


(b)       
As soon as reasonably practicable following the casualty event but not later than 60 days thereafter, Landlord shall notify Tenant in
writing (“Casualty Notice”) of Landlord’s election, if applicable, to terminate this Lease. If this Lease is
not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair
period exceeds 180 days and if the damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of the
Premises, then either party may elect to terminate this Lease by written notice to the other within 10 days following delivery of the
Casualty Notice. In addition, if (i) the Premises have been materially damaged and there is less than 1 year of the Term remaining at
the date of casualty, and (ii) the material damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment
of the Premises, then Tenant may elect to terminate this Lease by written notice to Landlord within 15 days following the date of the
casualty.


 


(c)       
In the event that neither Landlord nor Tenant terminates this Lease pursuant to Section 11.1(b), Landlord shall repair all material damage
to the Premises or the Building as soon as reasonably possible and this Lease shall continue in effect for the remainder of the Term.
Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance
proceeds payable to Tenant under Tenant’s insurance with respect to any Tenant Installations; provided if the estimated cost to
repair such Tenant Installations exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier,
the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days
of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to
such Tenant Installations.


 


(d)       
From and after the 6th business day following the casualty event, the rental to be paid under this Lease shall be abated in
the same proportion that the Floor Area of the Premises that is rendered unusable by the damage from time to time bears to the total Floor
Area of the Premises. Notwithstanding the foregoing, if the Premises are partially destroyed and the remaining portion is not usable for
Tenant's business purposes, the rental abatement described herein shall apply to the entire Premises.


 


(e)       
Notwithstanding the provisions of subsections (a), (b) and (c) of this Section 11.1, but subject to Section 10.5, the cost of any repairs
shall be borne by Tenant, and Tenant shall not be entitled to rental abatement or termination rights, if the damage is due to the willful
misconduct of Tenant or its employees, subtenants, contractors, invitees or representatives. In addition, the provisions of this Section
11.1 shall not be deemed to require Landlord to repair any Tenant Installations, fixtures and other items that Tenant is obligated to
insure pursuant to Exhibit D or under any other provision of this Lease, except as expressly provided in Section 11.1(c).


 


11.2. LEASE
GOVERNS. Tenant agrees that the provisions of this Lease, including without limitation Section 11.1, shall govern any damage or destruction
and shall accordingly supersede any contrary statute or rule of law.


 


ARTICLE 12. EMINENT DOMAIN


 


Either party may
terminate this Lease if (i) any material part of the Premises, (ii) any material points of vehicle access serving the Building, or (iii)
any material parking rights under this Lease are taken or condemned for any public or quasi-public use under Law, by eminent domain or
private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there
is a Taking of any portion of the Building or Project which would have a material adverse effect on Landlord’s ability to profitably
operate the remainder of the Building. The termination shall be effective as of the effective date of any order granting possession to,
or vesting legal title in, the condemning authority. If this Lease is not terminated, Basic Rent and Tenant’s Share of Operating
Expenses shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation
awarded for a Taking shall be the property of Landlord and the right to receive compensation or proceeds in connection with a Taking are
expressly waived by Tenant; provided, however, Tenant may file a separate claim for Tenant’s personal property and Tenant’s
reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part
of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining
portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. Tenant agrees that the provisions of
this Lease shall govern any Taking and shall accordingly supersede any contrary statute or rule of law.


 


 


 






    	 	15	 



     


    

 


ARTICLE 13. SUBORDINATION; ESTOPPEL CERTIFICATE


 


13.1. SUBORDINATION.
Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently
arising upon the Premises, the Building or the Project, and to renewals, modifications, refinancings and extensions thereof (collectively
referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”.
This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination and
attornment agreement in favor of the Mortgagee, provided such agreement provides a non-disturbance covenant benefitting Tenant. Alternatively,
a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn
to any successor to Landlord’s interest in this Lease in the event of a foreclosure of any Mortgage. Tenant agrees that any purchaser
at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a
prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for
the return of the Security Deposit not actually recovered by such purchaser nor bound by any rent paid in advance of the calendar month
in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability
for those obligations. Tenant acknowledges that Landlord’s Mortgagees and their successors-in-interest are intended third party
beneficiaries of this Section 13.1.


 


13.2. ESTOPPEL
CERTIFICATE. Tenant shall, within 15 days after receipt of a written request from Landlord, execute and deliver a commercially reasonable
estoppel certificate in favor of those parties as are reasonably requested by Landlord (including a Mortgagee or a prospective purchaser
of the Building or the Project).


 


ARTICLE 14. DEFAULTS AND REMEDIES


 


14.1. TENANT’S
DEFAULTS. In addition to any other event of default set forth in this Lease, the occurrence of any one or more of the following events
shall constitute a “Default” by Tenant:


 


(a)      
The failure by Tenant to make any payment of Rent required to be made by Tenant, as and when due, where the failure continues for a period
of 5 business days after written notice from Landlord to Tenant. The term “Rent” as used in this Lease shall be deemed
to mean the Basic Rent and all other sums required to be paid by Tenant to Landlord pursuant to the terms of this Lease.


 


(b)      
The assignment, sublease, encumbrance or other Transfer of the Lease by Tenant, either voluntarily or by operation of law, whether by
judgment, execution, transfer by intestacy or testacy, or other means, without the prior written consent of Landlord unless otherwise
authorized in Article 9 of this Lease.


 


(c)       
Intentionally omitted.


 


(d)       
Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease (in which event the failure to
perform by Tenant within such time period shall be a Default), the failure or inability by Tenant to observe or perform any of the covenants
or provisions of this Lease to be observed or performed by Tenant, other than as specified in any other subsection of this Section 14.1,
where the failure continues for a period of 30 days after written notice from Landlord to Tenant. However, if the nature of the failure
is such that more than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in Default if Tenant commences
the cure within 30 days, and thereafter diligently pursues the cure to completion.


 


The notice periods
provided herein are in lieu of, and not in addition to, any notice periods provided by law, and Landlord shall not be required to give
any additional notice under California Code of Civil Procedure Section 1161, or any successor statute, in order to be entitled to commence
an unlawful detainer proceeding.


 


 


 






    	 	16	 



     


    

 


14.2. LANDLORD’S
REMEDIES. In addition to all other rights or remedies of Landlord set forth in this Lease, if a Default occurs, Landlord shall have
all rights available to Landlord under California law, without further notice or demand to Tenant, including, without limitation, the
right to terminate this Lease. In addition, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue
this Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign,
subject only to reasonable limitations). In any case in which Landlord re-enters and occupies the Premises, by unlawful detainer proceedings
or otherwise, Landlord, at its option, may repair, alter, subdivide or change the character of the Premises as Landlord deems best, relet
all or any part of the Premises and receive the rents therefor, and none of these actions shall constitute a termination of this Lease,
a release of Tenant from any liability, or result in the release of any Guarantor. Landlord shall not be deemed to have terminated this
Lease or the liability of Tenant to pay any Rent or other charges later becoming due by any re-entry of the Premises pursuant to this
Section 14.2, or by any action in unlawful detainer or otherwise to obtain possession of the Premises, unless Landlord has first given
Tenant notice that it is terminating this Lease. Any notice given by Landlord pursuant to Section 14.1 shall be in lieu of, and not in
addition to, any notice required by Section 1161 of the California Code of Civil Procedure or superseding statute. Any payment of Rent
following Landlord’s delivery of notice to Tenant pursuant to Section 14.1 shall not constitute acceptance of Rent. If Landlord
elects to terminate this Lease pursuant to the provisions of this Section 14.2, damages shall include, without limitation, the remedy
and measure of damages specified pursuant to California Civil Code Section 1951.2, which shall include 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 Rent loss Tenant proves
could have been reasonably avoided.


 


14.3. LATE PAYMENTS.
Any Rent due under this Lease that is not paid to Landlord within 5 business days of the date when due shall bear interest at the maximum
rate permitted by law from the date due until fully paid. The payment of interest shall not cure any Default by Tenant under this Lease.
In addition, Tenant acknowledges that the late payment by Tenant to Landlord of rent will cause Landlord to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Those costs may include, but are
not limited to, administrative, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any
ground lease, mortgage or trust deed covering the Premises. Accordingly, if any Rent due from Tenant shall not be received by Landlord
or Landlord’s designee within 5 business days after the date due, then Tenant shall pay to Landlord, in addition to the interest
provided above, a late charge for each delinquent payment equal to the greater of (i) 5% of that delinquent payment or (ii) $100.00; provided
that Landlord shall waive the payment of said late charge for the initial delinquent payment of Basic Rent or Operating Expenses by Tenant.
Acceptance of a late charge by Landlord shall not constitute a waiver of Tenant’s Default with respect to the overdue amount, nor
shall it prevent Landlord from exercising any of its other rights and remedies.


 


14.4. RIGHT
OF LANDLORD TO PERFORM. If Tenant is in Default of any of its obligations under the Lease, Landlord shall have the right to perform
such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge
equal to 10% of the cost of the work performed by Landlord.


 


14.5. DEFAULT
BY LANDLORD. Landlord shall not be deemed to be in default in the performance of any obligation under this Lease unless and until
it has failed to perform the obligation within 30 days after written notice by Tenant to Landlord specifying in reasonable detail the
nature and extent of the failure; provided, however, that if the nature of Landlord’s obligation is such that more than 30 days
are required for its performance, then Landlord shall not be deemed to be in default if it commences performance within the 30 day period
and thereafter diligently pursues the cure to completion. Tenant agrees that its remedies shall be limited to a suit for actual damages
and/or injunction and shall in no event include any consequential damages, lost profits or opportunity costs.


 


14.6. EXPENSES
AND LEGAL FEES. Should either Landlord or Tenant bring any action in connection with this Lease, the prevailing party shall be entitled
to recover as a part of the action its reasonable attorneys’ fees, and all other reasonable costs. The prevailing party for the
purpose of this paragraph shall be determined by the trier of the facts.


 


 


 






    	 	17	 



     


    

 


14.7. JUDICIAL
REFERENCE/WAIVER OF JURY TRIAL. Landlord and Tenant agree that any disputes arising in connection with this Lease (including but not
limited to a determination of any and all of the issues in such dispute, whether of fact or of law) shall be resolved (and a decision
shall be rendered) by way of a general reference as provided for in Part 2, Title 8, Chapter 6 (§§ 638 et. seq.) of the California
Code of Civil Procedure, or any successor California statute governing resolution of disputes by a court appointed referee. Nothing within
this Section 14.7 shall apply to an unlawful detainer action. LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE
ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHT TO TRIAL BY JURY, AND, TO THE EXTENT PERMITTED BY LAW, EACH PARTY DOES HEREBY
EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS LEASE.


 


14.8. SATISFACTION
OF JUDGMENT. The obligations of Landlord do not constitute the personal obligations of the individual partners, trustees, directors,
officers, members or shareholders of Landlord or its constituent partners or members. Should Tenant recover a money judgment against Landlord,
such judgment shall be satisfied only from the interest of Landlord in the Project and out of the rent or other income from such property
receivable by Landlord or out of consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s
right, title or interest in the Project, and no action for any deficiency may be sought or obtained by Tenant.


 


ARTICLE 15. END OF TERM


 


15.1. HOLDING
OVER. If Tenant holds over for any period after the Expiration Date (or earlier termination of the Term) without the prior written
consent of Landlord, such tenancy shall constitute a tenancy at sufferance only and a Default by Tenant; such holding over with the prior
written consent of Landlord shall constitute a month-to-month tenancy commencing on the 1st day following the termination
of this Lease and terminating 30 days following delivery of written notice of termination by either Landlord or Tenant to the other.
In either of such events, possession shall be subject to all of the terms of this Lease, except that the monthly rental shall be 150%
of the total monthly rental for the month immediately preceding the date of termination, subject to Landlord’s right to modify
same upon 30 days’ notice to Tenant. The acceptance by Landlord of monthly hold-over rental in a lesser amount shall not constitute
a waiver of Landlord’s right to recover the full amount due unless otherwise agreed in writing by Landlord. If Tenant fails to
surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord
harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant relating to such failure
to surrender. The foregoing provisions of this Section 15.1 are in addition to and do not affect Landlord’s right of re-entry or
any other rights of Landlord under this Lease or at law.


 


15.2. SURRENDER
OF PREMISES; REMOVAL OF PROPERTY. Upon the Expiration Date or upon any earlier termination of this Lease, Tenant shall quit and surrender
possession of the Premises to Landlord in as good order, condition and repair as when received or as hereafter may be improved by Landlord
or Tenant, reasonable wear and tear and repairs which are Landlord’s obligation excepted, and shall remove or fund to Landlord the
cost of removing all wallpapering installed in the Premises during the Term of this Lease, voice and/or data transmission cabling installed
by or for Tenant and Required Removables, together with all personal property and debris, and shall perform all work required under Section
7.3 of this Lease. If Tenant shall fail to comply with the provisions of this Section 15.2, and remove any personal property within 10
days following the expiration or earlier termination of this Lease, such personal property shall be conclusively deemed to have been abandoned,
then Landlord may effect the removal and/or make any repairs, and the cost to Landlord shall be additional rent payable by Tenant within
15 days following Landlord’s written demand. Tenant hereby waives all rights under and benefits of Section 1993.03 of the California
Civil Code, or any similar or successor laws now or hereafter in effect and authorizes Landlord to dispose of any personal property remaining
at the Premises following the expiration or earlier termination of this Lease without further notice to Tenant.


 


 


 






    	 	18	 



     


    

 


 


ARTICLE 16. PAYMENTS AND NOTICES


 


All sums payable
by Tenant to Landlord shall be paid, without deduction or offset, except as provided in this Lease, in lawful money of the United States
to Landlord at its address set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing.
Unless this Lease expressly provides otherwise, as for example in the payment of rent pursuant to Section 4.1, all payments shall be due
and payable within 5 business days after demand. All payments requiring proration shall be prorated on the basis of the number of days
in the pertinent calendar month or year, as applicable. Any notice, election, demand, consent, approval or other communication to be given
or other document to be delivered by either party to the other may be delivered to the other party, at the address set forth in Item 12
of the Basic Lease Provisions, by personal service, or by any courier or “overnight” express mailing service. Either party
may, by written notice to the other, served in the manner provided in this Article, designate a different address. The refusal to accept
delivery of a notice, or the inability to deliver the notice (whether due to a change of address for which notice was not duly given or
other good reason), shall be deemed delivery and receipt of the notice as of the date of attempted delivery. If more than one person or
entity is named as Tenant under this Lease, service of any notice upon any one of them shall be deemed as service upon all of them.


 


ARTICLE 17. RULES AND REGULATIONS


 


Tenant agrees to
comply with the Rules and Regulations attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications
and/or additions as may be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order,
or cleanliness of the Premises, Building, Project and/or Common Areas; provided such rules and regulations adopted by Landlord after the
date of this Lease shall not impose any additional unreasonable burdens or additional unreasonable liabilities on Tenant. Landlord shall
not be liable to Tenant for any violation of the Rules and Regulations or the breach of any covenant or condition in any lease or any
other act or conduct by any other tenant, and the same shall not constitute a constructive eviction hereunder. One or more waivers by
Landlord of any breach of the Rules and Regulations by Tenant or by any other tenant(s) shall not be a waiver of any subsequent breach
of that rule or any other. Tenant’s failure to keep and observe the Rules and Regulations shall constitute a default under this
Lease. In the case of any conflict between the Rules and Regulations and this Lease, this Lease shall be controlling.


 


ARTICLE 18. BROKER’S COMMISSION


 


The parties recognize
as the broker(s) who negotiated this Lease the firm(s) whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and agree
that Landlord shall be responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided in this Lease.
It is understood that Landlord’s Broker represents only Landlord in this transaction and Tenant’s Broker represents only Tenant.
Each party warrants that it has had no dealings with any other real estate broker or agent in connection with the negotiation of this
Lease, and agrees to indemnify and hold the other party harmless from any cost, expense or liability (including reasonable attorneys’
fees) for any compensation, commissions or charges claimed by any other real estate broker or agent employed or claiming to represent
or to have been employed by the indemnifying party in connection with the negotiation of this Lease. The foregoing agreement shall survive
the termination of this Lease.


 


ARTICLE 19. TRANSFER OF LANDLORD’S INTEREST


 


In the event of any
transfer of Landlord’s interest in the Premises, the transferor shall be automatically relieved of all obligations on the part
of Landlord accruing under this Lease from and after the date of the transfer, provided that Tenant is duly notified of the transfer.
Any funds held by the transferor in which Tenant has an interest, including without limitation, the Security Deposit, shall be turned
over, subject to that interest, to the transferee, and that Landlord and its successors, as the case may be, shall remain liable after
their respective periods of ownership with respect to any sums due in connection with a breach or default by such party that arose during
such period of ownership by such party. No Mortgagee to which this Lease is or may be subordinate shall be responsible in connection
with the Security Deposit unless the Mortgagee actually receives the Security Deposit. It is intended that the covenants and obligations
contained in this Lease on the part of Landlord shall, subject to the foregoing, be binding on Landlord, its successors and assigns,
only during and in respect to their respective successive periods of ownership.


 


 


 






    	 	19	 



     


    

 


ARTICLE 20. INTERPRETATION


 


20.1. NUMBER.
Whenever the context of this Lease requires, the words “Landlord” and “Tenant” shall include the plural as well
as the singular.


 


20.2. HEADINGS.
The captions and headings of the articles and sections of this Lease are for convenience only, are not a part of this Lease and shall
have no effect upon its construction or interpretation.


 


20.3. JOINT
AND SEVERAL LIABILITY. If more than one person or entity is named as Tenant, the obligations imposed upon each shall be joint and
several and the act of or notice from, or notice or refund to, or the signature of, any one or more of them shall be binding on all of
them with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, termination or modification of
this Lease.


 


20.4. SUCCESSORS.
Subject to Sections 13.1 and 22.3 and to Articles 9 and 19 of this Lease, all rights and liabilities given to or imposed upon Landlord
and Tenant shall extend to and bind their respective heirs, executors, administrators, successors and assigns. Nothing contained in this
Section 20.4 is intended, or shall be construed, to grant to any person other than Landlord and Tenant and their successors and assigns
any rights or remedies under this Lease.


 


20.5. TIME OF
ESSENCE. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a
factor.


 


20.6. CONTROLLING
LAW/VENUE. This Lease shall be governed by and interpreted in accordance with the laws of the State of California. Should any litigation
be commenced between the parties in connection with this Lease, such action shall be prosecuted in the applicable State Court of California
in the county in which the Building is located.


 


20.7. SEVERABILITY.
If any term or provision of this Lease, the deletion of which would not adversely affect the receipt of any material benefit by either
party or the deletion of which is consented to by the party adversely affected, shall be held invalid or unenforceable to any extent,
the remainder of this Lease shall not be affected and each term and provision of this Lease shall be valid and enforceable to the fullest
extent permitted by law.


 


20.8. WAIVER.
One or more waivers by Landlord or Tenant of any breach of any term, covenant or condition contained in this Lease shall not be a waiver
of any subsequent breach of the same or any other term, covenant or condition. Consent to any act by one of the parties shall not be deemed
to render unnecessary the obtaining of that party’s consent to any subsequent act. No breach of this Lease shall be deemed to have
been waived unless the waiver is in a writing signed by the waiving party.


 


20.9. INABILITY
TO PERFORM. In the event that either party shall be delayed or hindered in or prevented from the performance of any work or in performing
any act required under this Lease by reason of any cause beyond the reasonable control of that party, then the performance of the work
or the doing of the act shall be excused for the period of the delay and the time for performance shall be extended for a period equivalent
to the period of the delay. The provisions of this Section 20.9 shall not operate to excuse Tenant from the prompt payment of Rent.


 


20.10. ENTIRE
AGREEMENT. This Lease and its exhibits and other attachments cover in full each and every agreement of every kind between the parties
concerning the Premises, the Building, and the Project, and all preliminary negotiations, oral agreements, understandings and/or practices,
except those contained in this Lease, are superseded and of no further effect. Tenant waives its rights to rely on any representations
or promises made by Landlord or others which are not contained in this Lease. No verbal agreement or implied covenant shall be held to
modify the provisions of this Lease, any statute, law, or custom to the contrary notwithstanding.


 


 


 






    	 	20	 



     


    

 


20.11. QUIET
ENJOYMENT. Upon the observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and
performed, and subject to the other provisions of this Lease, Tenant shall have the right of quiet enjoyment and use of the Premises for
the Term without hindrance or interruption by Landlord or any other person claiming by or through Landlord.


 


20.12. SURVIVAL.
All covenants of Landlord or Tenant which reasonably would be intended to survive the expiration or sooner termination of this Lease,
including without limitation any warranty or indemnity hereunder, shall so survive and continue to be binding upon and inure to the benefit
of the respective parties and their successors and assigns.


 


ARTICLE 21. EXECUTION AND RECORDING


 


21.1. COUNTERPARTS;
DIGITAL SIGNATURES. This Lease may be executed in one or more counterparts, each of which shall constitute an original and all of
which shall be one and the same agreement. The parties agree to accept a digital image (including but not limited to an image in the form
of a PDF, JPEG, GIF file, or other e-signature) of this Lease, if applicable, reflecting the execution of one or both of the parties,
as a true and correct original.


 


21.2. CORPORATE
AND PARTNERSHIP AUTHORITY. If Tenant is a corporation, limited liability company or partnership, each individual executing this Lease
on behalf of the entity represents and warrants that such individual is duly authorized to execute and deliver this Lease and that this
Lease is binding upon the corporation, limited liability company or partnership in accordance with its terms. Tenant shall, at Landlord’s
request, deliver a certified copy of its organizational documents or an appropriate certificate authorizing or evidencing the execution
of this Lease.


 


21.3. EXECUTION
OF LEASE; NO OPTION OR OFFER. The submission of this Lease to Tenant shall be for examination purposes only, and shall not constitute
an offer to or option for Tenant to lease the Premises. Execution of this Lease by Tenant and its return to Landlord shall not be binding
upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant, it being intended
that this Lease shall only become effective upon execution by Landlord and delivery of a fully executed counterpart to Tenant.


 


21.4. RECORDING.
Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord, shall execute
and acknowledge a “short form” memorandum of this Lease for recording purposes.


 


21.5. AMENDMENTS.
No amendment or mutual termination of this Lease shall be effective unless in writing signed by authorized signatories of Tenant and Landlord,
or by their respective successors in interest. No actions, policies, oral or informal arrangements, business dealings or other course
of conduct by or between the parties shall be deemed to modify this Lease in any respect.


 


21.6. BROKER
DISCLOSURE. By the execution of this Lease, each of Landlord and Tenant hereby acknowledge and confirm (a) receipt of a copy of a
Disclosure Regarding Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16, and (b) the agency
relationships specified in Item 10 of the Basic Lease Provisions, which acknowledgement and confirmation is expressly made for the benefit
of Tenant’s Broker identified in Item 10 of the Basic Lease Provisions. If there is no Tenant’s Broker so identified in Item
10 of the Basic Lease Provisions, then such acknowledgement and confirmation is expressly made for the benefit of Landlord’s Broker.
By the execution of this Lease, Landlord and Tenant are executing the confirmation of the agency relationships set forth in Item 10 of
the Basic Lease Provisions.


 


ARTICLE 22. MISCELLANEOUS


 


22.1. NONDISCLOSURE
OF LEASE TERMS. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Except
to the extent disclosure is required by law, Tenant shall keep such confidential information strictly confidential and shall not disclose
such confidential information to any person or entity other than Tenant’s financial, legal and space-planning consultants, provided,
however, that Tenant may disclose the terms to prospective subtenants or assignees under this Lease or pursuant to legal requirement.


 


 


 


 






    	 	21	 



     


    

 


22.2. TENANT’S
FINANCIAL STATEMENTS. The application, financial statements and tax returns, if any, submitted and certified to by Tenant as an accurate
representation of its financial condition have been prepared, certified and submitted to Landlord as an inducement and consideration to
Landlord to enter into this Lease. Tenant shall during the Term furnish Landlord with current annual financial statements accurately reflecting
Tenant’s financial condition upon written request from Landlord within 10 days following Landlord’s request; provided, however,
that (i) unless Tenant is in Default, Landlord shall not request such statements more frequently than once during each calendar year during
the Term, and (ii) so long as Tenant is a publicly traded corporation on a nationally recognized stock exchange, the foregoing obligation
to deliver the statements shall be waived. Except to the extent disclosure is required by law or in connection with any litigation, arbitration,
or judicial reference proceeding brought to enforce the terms of this Lease, Landlord shall keep confidential any financial statements
marked or otherwise designated by Tenant as “confidential” and shall not disclose same, without Tenant’s consent, to
any person or entity other than Landlord’s financial, legal and other consultants with a “need to know”; provided, however,
that Landlord may disclose same to any prospective lender or buyer or pursuant to legal requirement. The provisions of this Section 22.2
shall supersede and terminate any prior confidentiality agreement executed by Landlord and Tenant.


 


22.3. MORTGAGEE
PROTECTION. No act or failure to act on the part of Landlord which would otherwise entitle Tenant to be relieved of its obligations
hereunder or to terminate this Lease shall result in such a release or termination unless (a) Tenant has given notice by registered or
certified mail to any Mortgagee of a Mortgage covering the Building whose address has been furnished to Tenant and (b) such Mortgagee
is afforded a reasonable opportunity to cure the default by Landlord (which shall in no event be less than 60 days), including, if necessary
to effect the cure, time to obtain possession of the Building by power of sale or judicial foreclosure provided that such foreclosure
remedy is diligently pursued. Tenant shall comply with any written directions by any Mortgagee to pay Rent due hereunder directly to such
Mortgagee without determining whether a default exists under such Mortgagee’s Mortgage.


 


22.4. SDN
LIST. Landlord and Tenant hereby represent and warrant that neither Landlord or Tenant or any of its respective officers,
directors, partners, members or other principals of Tenant (collectively, “Tenant Parties”) is listed as a
Specially Designated national and Blocked Person (“SDN”) on the list of such persons and entitles issued by the
U.S. Treasury Office of Foreign Assets Control (“OFAC”). In the event Tenant or any Tenant Party is or becomes
listed as an SDN, Tenant shall be deemed in breach of this Lease and Landlord shall have the right to terminate this Lease 30 days
following written notice to Tenant.


 


IN WITNESS
WHEREOF, the parties have executed this Lease as of the day and year first above written.


 


 





	LANDLORD:	 	TENANT:
	 	 	 
	DISCOVERY BUSINESS CENTER LLC,

                    a Delaware limited liability company
	 	LANTRONIX, INC.,

                  a Delaware corporation

	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Steven M. Case	 	By:	/s/  Jeremy Whitaker
	 	 Steven M. Case	 	Printed Name: Jeremy Whitaker
	 	Executive Vice President, Leasing & Marketing Office Properties	 	Title: CFO
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Holly McManus 	 	By:	/s/ David Goren
	 	Holly McManus 	 	Printed Name: David Goren
	 	Vice President, Operations 	 	Title: Vice President
	 	Office Properties	 	 	 



 


 


 


 



    	 	22	 



     


    




 


EXHIBIT A


 





 


 


48 Discovery

2nd Floor


 


 








 


 


 


 






    	 	23	 



     


    

 


EXHIBIT B


 


OPERATING EXPENSES


(Net)


 


(a)       From and after
the Commencement Date, Tenant shall pay to Landlord, as additional rent, Tenant’s Share of all Operating Expenses, as defined in
Section (f) below, incurred by Landlord in the operation of the Building and the Project. The term “Tenant’s Share”
means that portion of any Operating Expenses determined by multiplying the cost of such item by a fraction, the numerator of which is
the Floor Area of Premises and the denominator of which is the total rentable square footage, as determined from time to time by Landlord,
of (i) the Building, for expenses determined by Landlord to benefit or relate substantially to the Building rather than the entire Project,
and (ii) all or some of the buildings in the Project, for expenses determined by Landlord to benefit or relate substantially to all or
some of the buildings in the Project rather than any specific building. Landlord reserves the right to allocate to the entire Project
any Operating Expenses which may benefit or substantially relate to a particular building within the Project in order to maintain greater
consistency of Operating Expenses among buildings within the Project. In the event that Landlord determines that the Premises or the
Building incur a non-proportional benefit from any expense, or is the non-proportional cause of any such expense, Landlord may allocate
a greater percentage of such Operating Expense to the Premises or the Building. In the event that any management and/or overhead fee
payable or imposed by Landlord for the management of Tenant’s Premises is calculated as a percentage of the rent payable by Tenant
and other tenants of Landlord, then the full amount of such management and/or overhead fee which is attributable to the rent paid by
Tenant shall be additional rent payable by Tenant, in full, provided, however, that Landlord may elect to include such full amount as
part of Tenant’s Share of Operating Expenses.


 


(b)       
Commencing prior to the start of the first full “Expense Recovery Period” of the Lease (as defined in Item 7 of the
Basic Lease Provisions), and prior to the start of each full or partial Expense Recovery Period thereafter, Landlord shall give Tenant
a written estimate of the amount of Tenant’s Share of Operating Expenses for the applicable Expense Recovery Period. Tenant shall
pay the estimated amounts to Landlord in equal monthly installments, in advance, concurrently with payments of Basic Rent. If Landlord
has not furnished its written estimate for any Expense Recovery Period by the time set forth above, Tenant shall continue to pay monthly
the estimated Tenant’s Share of Operating Expenses in effect during the prior Expense Recovery Period; provided that when the new
estimate is delivered to Tenant, Tenant shall, at the next monthly payment date, pay any accrued estimated Tenant’s Share of Operating
Expenses based upon the new estimate. Landlord may from time to time change the Expense Recovery Period to reflect a calendar year or
a new fiscal year of Landlord, as applicable, in which event Tenant’s Share of Operating Expenses shall be equitably prorated for
any partial year.


 


(c)       
Within 180 days after the end of each Expense Recovery Period, Landlord shall furnish to Tenant a statement (a “Reconciliation
Statement”) showing in reasonable detail the actual or prorated Tenant’s Share of Operating Expenses incurred by Landlord
during such Expense Recovery Period, and the parties shall within 30 days thereafter make any payment or allowance necessary to adjust
Tenant’s estimated payments of Tenant’s Share of Operating Expenses, if any, to the actual Tenant’s Share of Operating
Expenses as shown by the Reconciliation Statement. Any delay or failure by Landlord in delivering any Reconciliation Statement shall not
constitute a waiver of Landlord’s right to require Tenant to pay Tenant’s Share of Operating Expenses pursuant hereto. Any
amount due Tenant shall be credited against installments next coming due under this Exhibit B, and any deficiency shall be paid
by Tenant together with the next installment. Should Tenant fail to object in writing to Landlord’s determination of Tenant’s
Share of Operating Expenses within 90 days following delivery of Landlord’s Reconciliation Statement, Landlord’s determination
of Tenant’s Share of Operating Expenses for the applicable Expense Recovery Period shall be conclusive and binding on Tenant for
all purposes and any future claims by Tenant to the contrary shall be barred.


 


(d)       
Even though this Lease has terminated and the Tenant has vacated the Premises, when the final determination is made of Tenant’s
Share of Operating Expenses for the Expense Recovery Period in which this Lease terminates, Tenant shall within 30 days of written notice
pay the entire increase over the estimated Tenant’s Share of Operating Expenses already paid. Conversely, any overpayment by Tenant
shall be promptly rebated by Landlord to Tenant not later than 30 days after such final determination. However, in lieu thereof, Landlord
may deliver a reasonable estimate of the anticipated reconciliation amount to Tenant prior to the Expiration Date of the Term, in which
event the appropriate party shall fund the amount by the Expiration Date.


 


 


 


 






    	 	24	 



     


    

 


(e)       
If, at any time during any Expense Recovery Period, any one or more of the Operating Expenses are increased to a rate(s) or amount(s)
in excess of the rate(s) or amount(s) used in calculating the estimated Tenant’s Share of Operating Expenses for the year, then
the estimate of Tenant’s Share of Operating Expenses may be increased by written notice from Landlord for the month in which such
rate(s) or amount(s) becomes effective and for all succeeding months by an amount equal to the estimated amount of Tenant’s Share
of the increase. Landlord shall give Tenant written notice of the amount or estimated amount of the increase, the month in which the increase
will become effective, Tenant’s Share thereof and the months for which the payments are due. Tenant shall pay the increase to Landlord
as part of the Tenant’s monthly payments of estimated expenses as provided in paragraph (b) above, commencing with the month in
which effective.


 


(f)        
The term “Operating Expenses” shall mean and include all Project Costs, as defined in Section (g) below, and Property
Taxes, as defined in Section (h) below.


 


(g)       
The term “Project Costs” shall mean all expenses of operation, management, repair, replacement and maintenance of
the Building and the Project, including without limitation all appurtenant Common Areas (as defined in Section 6.2 of the Lease), and
shall include the following charges by way of illustration but not limitation: water and sewer charges; insurance premiums, deductibles,
or reasonable premium equivalents or deductible equivalents should Landlord elect to self insure any risk that Landlord is authorized
to insure hereunder; license, permit, and inspection fees; light; power; window washing; trash pickup; janitorial services to any interior
Common Areas; heating, ventilating and air conditioning; supplies; materials; equipment; tools; reasonable fees for consulting services;
access control/security costs, inclusive of the reasonable cost of improvements made to enhance access control systems and procedures;
establishment of reasonable reserves for replacement of the roof of the Building; costs incurred in connection with compliance with any
laws or changes in laws applicable to the Building or the Project becoming effective after the Commencement Date; the cost of any capital
improvements or replacements (other than tenant improvements for specific tenants) to the extent of the amortized amount thereof over
the useful life of such capital improvements or replacements (or, if such capital improvements or replacements are anticipated to achieve
a cost savings as to the Operating Expenses, any shorter estimated period of time over which the cost of the capital improvements or
replacements would be recovered from the estimated cost savings) calculated at a market cost of funds, all as determined by Landlord,
for each year of useful life or shorter recovery period of such capital expenditure whether such capital expenditure occurs during or
prior to the Term; provided that such capital expenditures shall be limited to (1) improvements which are reasonably intended to increase
or enhance building security and/or safety (such as lighting, life/fire safety systems, etc.), (2) repairs or replacements of the Building
or its systems or to the Common Areas for functional (and not aesthetic) reasons, (3) improvements required to comply with any law or
change in law becoming effective as to the Building or Project after the Commencement Date; and/or (4) expenditures incurred as a cost
or labor saving measure or to affect other economies in the operation or maintenance of the Building or the Common Areas (collectively,
“Permitted Capital Items”); costs associated with the maintenance of an air conditioning, heating and ventilation
service agreement, and maintenance of any communications or networked data transmission equipment, conduit, cabling, wiring and related
telecommunications facilitating automation and control systems, remote telecommunication or data transmission infrastructure within the
Building and/or the Project, and any other maintenance, repair and replacement costs associated with such infrastructure; capital costs
associated with a requirement related to demands on utilities by Project tenants, including without limitation the cost to obtain additional
voice, data and modem connections; labor; reasonably allocated wages and salaries, fringe benefits, and payroll taxes for administrative
and other personnel directly applicable to the Building and/or Project, including both Landlord’s personnel and outside personnel;
any expense incurred pursuant to Sections 6.1, 6.2, 7.2, and 10.2, and Exhibits C and F of the Lease; and reasonable overhead
and/or management fees for the professional operation of the Project. It is understood and agreed that Project Costs may include competitive
charges for direct services (including, without limitation, management and/or operations services) provided by any subsidiary, division
or affiliate of Landlord.


 


(h)       
The term “Property Taxes” shall include any form of federal, state, county or local government or municipal taxes,
fees, charges or other impositions of every kind (whether general, special, ordinary or extraordinary) related to the ownership, leasing
or operation of the Premises, Building or Project, including without limitation, the following: (i) all real estate taxes or personal
property taxes levied against the Premises, the Building or Project, as such property taxes may be reassessed from time to time; and (ii)
other taxes, charges and assessments which are levied with respect to this Lease or to the Building and/or the Project, and any improvements,
fixtures and equipment and other property of Landlord located in the Building and/or the Project, (iii) all assessments and fees for public
improvements, services, and facilities and impacts thereon, including without limitation arising out of any Community Facilities Districts,
“Mello Roos” districts, similar assessment districts, and any traffic impact mitigation assessments or fees; (iv) any tax,
surcharge or assessment which shall be levied in addition to or in lieu of real estate or personal property taxes, and (v) taxes based
on the receipt of rent (including gross receipts or sales taxes applicable to the receipt of rent), and (vi) costs and expenses incurred
in contesting the amount or validity of any Property Tax by appropriate proceedings. Notwithstanding the foregoing, general net income
or franchise taxes imposed against Landlord shall be excluded.


 


 


 






    	 	25	 



     


    

 


(i)        
Notwithstanding the foregoing, Operating Expenses shall exclude the following:


 


(1)     
Any ground lease rental;


 


(2)     
Costs incurred by Landlord with respect to goods and services (including utilities sold and supplied to tenants and occupants of the Building)
to the extent that Landlord is reimbursed for such costs other than through the Operating Expense pass-through provisions of such tenants'
lease;


 


(3)     
Costs incurred by Landlord for repairs, replacements and/or restoration to or of the Building to the extent that Landlord is reimbursed
by insurance or condemnation proceeds or by tenants (other than through Operating Expense pass-throughs), warrantors or other third persons;


 


(4)     
Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for other
tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants
or other occupants of the Building;


 


(5)     
Costs arising from Landlord's charitable or political contributions;


 


(6)     
Attorneys' fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants
or other occupants of the Building, except those attorneys' fees and other costs and expenses incurred in connection with negotiations,
disputes or claims relating to items of Operating Expenses, enforcement of rules and regulations of the Building and such other matters
relating to the maintenance of standards required of Landlord under this Lease;


 


(7)     
Capital expenditures as determined in accordance with generally accepted accounting principles, consistently applied, and as generally
practiced in the real estate industry (“GAAP”), except as otherwise provided above;


 


(8)     
Brokers’ commissions, finders' fees, attorneys' fees, entertainment and travel expenses and other costs incurred by Landlord in
leasing or attempting to lease space in the Building;


 


(9)     
Expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly but
which are provided to another tenant or occupant of the Building;


 


(10)    
Costs incurred by Landlord due to the violation by Landlord of any law, code, regulation, or ordinance, or as a result of Landlord’s
gross negligence or willful misconduct;


 


(11)    
Overhead and profit increments paid to subsidiaries or affiliates of Landlord for services provided to the Building to the extent the
same exceeds the costs that would generally be charged for such services if rendered on a competitive basis (based upon a standard of
similar office buildings in the general market area of the Premises) by unaffiliated third parties capable of providing such service;


 


(12)    
Interest on debt or amortization on any mortgage or mortgages encumbering the Building;


 


(13)    
Landlord's general corporate overhead, except as it relates to the specific management, operation, repair, replacement and maintenance
of the Building or Project;


 


 


 


 






    	 	26	 



     


    

 


(14)    
Costs of installing the initial landscaping and the initial sculpture, paintings and objects of art for the Building and Project;


 


(15)    
Advertising expenditures;


 


(16)    
Any bad debt loss, rent loss, or reserves for bad debts or rent loss;


 


(17)    
Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished
from the costs of the operation, management, repair, replacement and maintenance of the Project, including partnership accounting and
legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling,
syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Project, and costs incurred in connection with any
disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants;


 


(18)    
The wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages
and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated
to operating and managing the Project; provided that in no event shall Project Costs include wages and/or benefits attributable to personnel
above the level of portfolio property manager or chief engineer;


 


(19)    
Costs incurred by Landlord for improvements or replacements (including structural additions), repairs, equipment and tools which are of
a “capital” nature and/or which are considered “capital” improvements or replacements under GAAP, except to the
extent included in Project Costs pursuant to the definition above or by other express terms of this Lease;


 


(20)    
Legal fees and costs, settlements, judgments or awards paid or incurred because of disputes between Landlord and other tenants or prospective
occupants or prospective tenants/occupants or providers of goods and services to the Project;


 


(21)    
Costs incurred to remove, remedy, contain, or treat any hazardous material, which hazardous material is located on, under, within or about
the Project prior to the Commencement Date or is brought onto the Project by Landlord or any other tenant of the Project or any other
person other than Tenant, its employees, agents, licensees, subtenants or invitees, and is of such a nature, at that time, that a federal,
state or municipal governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and
under the conditions, that it then exists on the Project, would have then required the removal of such hazardous material or other remedial
or containment action with respect thereto;


 


 


 


 


 


 


 


 


 


 


 


 






    	 	27	 



     


    

 


EXHIBIT C


 


UTILITIES AND SERVICES


 


Tenant shall be responsible
for and shall pay promptly, directly to the appropriate supplier, all charges for telephone, telecommunications service, interior landscape
maintenance and all other utilities, materials and services furnished directly to Tenant or the Premises or used by Tenant in, on or
about the Premises during the Term, together with any taxes thereon. Landlord shall make a reasonable determination of Tenant's proportionate
share of the cost of water, gas, sewer, refuse pickup and any other utilities and services that are not separately metered to the Premises,
and Tenant shall pay such amount to Landlord, as an item of additional rent, within 10 business days after delivery of Landlord's statement
or invoice therefor. Alternatively, Landlord may elect to include such cost in the definition of Project Costs in which event Tenant
shall pay Tenant's proportionate share of such costs in the manner set forth in Section 4.2. Tenant shall also pay to Landlord as an
item of additional rent, within 10 business days after delivery of Landlord’s statement or invoice therefor, Landlord’s “standard
charges” (as hereinafter defined) for “after hours” usage by Tenant of each HVAC unit servicing the Premises. If the
HVAC unit(s) servicing the Premises also serve other leased premises in the Building, “after hours” shall mean usage
of said unit(s) before 6:00 A.M. or after 6:00 P.M. on Mondays through Fridays, before 9:00 A.M. or after 1:00 P.M. on Saturdays, and
all day on Sundays and nationally-recognized holidays, subject to reasonable adjustment of said hours by Landlord. If the HVAC unit(s)
serve only the Premises, “after hours” shall mean more than 66 hours of usage during any week during the Term. “After
hours” usage shall be determined based upon the operation of the applicable HVAC unit during each of the foregoing periods on a
“non-cumulative” basis (that is, without regard to Tenant’s usage or nonusage of other unit(s) serving the Premises,
or of the applicable unit during other periods of the Term). As used herein, “standard charges” shall mean $25.25
per hour for each hour of “after hours” use (inclusive of the applicable electricity charges paid to the utility provider).


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	28	 



     


    

 


EXHIBIT D


 


TENANT’S INSURANCE


 


The following requirements for Tenant’s
insurance shall be in effect during the Term, and Tenant shall also cause any subtenant to comply with the requirements. Landlord reserves
the right to adopt reasonable nondiscriminatory modifications and additions to these requirements.


 


1.     
Tenant shall maintain, at its sole cost and expense, during the entire Term: (i) commercial general liability insurance with respect to
the Premises and the operations of Tenant in, on or about the Premises, on a policy form that is at least as broad as Insurance Service
Office (ISO) CGL 00 01 (if alcoholic beverages are sold on the Premises, liquor liability shall be explicitly covered), which policy(ies)
shall be written on an “occurrence” basis and for not less than $2,000,000 combined single limit per occurrence for bodily
injury, death, and property damage liability; (ii) workers’ compensation insurance coverage as required by law, together with employers’
liability insurance coverage of at least $1,000,000 each accident and each disease; (iii) with respect to Alterations constructed by Tenant
under this Lease, builder’s risk insurance, in an amount equal to the replacement cost of the work; and (iv) insurance against fire,
vandalism, malicious mischief and such other additional perils as may be included in a standard “special form” policy, insuring
all Alterations, tenant improvements installed by or for the benefit of tenant, trade fixtures, furnishings, equipment and items of personal
property in the Premises, in an amount equal to not less than 90% of their replacement cost (with replacement cost endorsement), which
policy shall also include business interruption coverage in an amount sufficient to cover 1 year of loss. In no event shall the limits
of any policy be considered as limiting the liability of Tenant under this Lease.


 


2.     
All policies of insurance required to be carried by Tenant pursuant to this Exhibit D shall be written by insurance companies authorized
to do business in the State of California and with a general policyholder rating of not less than “A-” and financial rating
of not less than “VIII” in the most current Best’s Insurance Report. The deductible or other retained limit under any
policy carried by Tenant shall be commercially reasonable, and Tenant shall be responsible for payment of such deductible or retained
limit with waiver of subrogation in favor of Landlord. Any insurance required of Tenant may be furnished by Tenant under any blanket policy
carried by it or under a separate policy. A certificate of insurance, certifying that the policy has been issued, provides the coverage
required by this Exhibit and contains the required provisions, together with endorsements acceptable to Landlord evidencing the waiver
of subrogation and additional insured provisions required below, shall be delivered to Landlord prior to the date Tenant is given the
right of possession of the Premises. In the event of a loss covered by any policy under which Landlord is an additional insured, Landlord
shall be entitled to review a copy of such policy.


 


3.     
Tenant’s commercial general liability insurance shall contain a provision that the policy shall be primary to and noncontributory
with any policies carried by Landlord, together with a provision including Landlord, The Irvine Company LLC, and any other parties in
interest designated by Landlord as additional insureds. Tenant’s policies described in Subsections 1(ii), (iii) and (iv) above shall
each contain a waiver by the insurer of any right to subrogation against Landlord, its agents, employees, contractors and representatives.
Tenant also waives its right of recovery for any deductible or retained limit under same policies enumerated above. Tenant shall not cancel
or change the coverage provided by the policy without first giving Landlord 30 days’ prior written notice. Tenant shall also name
Landlord as an additional insured on any excess or umbrella liability insurance policy carried by Tenant.


 


NOTICE TO TENANT: IN ACCORDANCE WITH
THE TERMS OF THIS LEASE, TENANT MUST PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD’S MANAGEMENT AGENT PRIOR TO BEING AFFORDED
ACCESS TO THE PREMISES.


 


 


 


 


 


 


 






    	 	29	 



     


    

 


EXHIBIT E


 


RULES AND REGULATIONS


 


The following
Rules and Regulations shall be in effect at the Building. Landlord reserves the right to adopt reasonable nondiscriminatory modifications
and additions at any time. In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.


 


1.       
The sidewalks, halls, passages, elevators, stairways, and other common areas shall not be obstructed by Tenant or used by it for storage,
for depositing items, or for any purpose other than for ingress to and egress from the Premises. Should Tenant have access to any balcony
or patio area, Tenant shall not place any furniture other personal property in such area without the prior written approval of Landlord.


 


2.       
Neither Tenant nor any employee or contractor of Tenant shall go upon the roof of the Building without the prior written consent of Landlord.


 


3.       
Tenant shall, at its expense, be required to utilize the third party contractor designated by Landlord for the Building to provide any
telephone wiring services from the minimum point of entry of the telephone cable in the Building to the Premises.


 


4.       
No antenna or satellite dish shall be installed by Tenant without the prior written agreement of Landlord.


 


5.       
The sashes, sash doors, windows, glass lights, solar film and/or screen, and any lights or skylights that reflect or admit light into
the halls or other places of the Building shall not be covered or obstructed. If Landlord, by a notice in writing to Tenant, shall object
to any curtain, blind, tinting, shade or screen attached to, or hung in, or used in connection with, any window or door of the Premises,
the use of that curtain, blind, tinting, shade or screen shall be immediately discontinued and removed by Tenant. Interior of the Premises
visible from the exterior must be maintained in a visually professional manner and consistent with a first class office building. Tenant
shall not place any unsightly items (as determined by Landlord in its reasonable discretion) along the exterior glass line of the Premises
including, but not limited to, boxes, and electrical and data cords. No awnings shall be permitted on any part of the Premises.


 


6.       
The installation and location of any unusually heavy equipment in the Premises, including without limitation file storage units, safes
and electronic data processing equipment, shall require the prior written approval of Landlord. The moving of large or heavy objects shall
occur only between those hours as may be designated by, and only upon previous notice to, Landlord. No freight, furniture or bulky matter
of any description shall be received into or moved out of the lobby of the Building or carried in any elevator other than the freight
elevator (if available) designated by Landlord unless approved in writing by Landlord.


 


7.       
Any pipes or tubing used by Tenant to transmit water to an appliance or device in the Premises must be made of copper or stainless steel,
and in no event shall plastic tubing be used for that purpose.


 


8.       
Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent
shall not be unreasonably withheld. Upon the termination of its tenancy, Tenant shall deliver to Landlord all the keys to offices, rooms
and toilet rooms and all access cards which shall have been furnished to Tenant or which Tenant shall have had made.


 


9.       
Tenant shall not install equipment requiring electrical or air conditioning service in excess of that to be provided by Landlord under
the Lease without prior written approval from Landlord.


 


10.      
Tenant shall not use space heaters within the Premises.


 


11.      
Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything in the Premises, which shall in any way increase
the insurance on the Building, or on the property kept in the Building, or interfere with the rights of other tenants, or conflict with
any government rule or regulation.


 


12.      
Tenant shall not use or keep any foul or noxious gas or substance in the Premises.


 


 


 






    	 	30	 



     


    

 


13.    
Tenant shall not permit the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the
Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business with other tenants.


 


14.    
Tenant shall not permit any pets or animals in or about the Building. Bona fide service animals are permitted provided such service animals
are pre-approved by Landlord, remain under the direct control of the individual they serve at all times, and do not disturb or threaten
others.


 


15.    
Neither Tenant nor its employees, agents, contractors, invitees or licensees shall bring any firearm, whether loaded or unloaded, into
the Project at any time.


 


16.    
Smoking tobacco, including via personal vaporizers or other electronic cigarettes, anywhere within the Premises, Building or Project is
strictly prohibited except that smoking tobacco may be permitted outside the Building and within the Project only in areas designated
by Landlord. Smoking, vaping, distributing, growing or manufacturing marijuana or any marijuana derivative anywhere within the Premises,
Building or Project is strictly prohibited.


 


17.    
Tenant shall not install an aquarium of any size in the Premises unless otherwise approved by Landlord.


 


18.    
Tenant shall not utilize any name selected by Landlord from time to time for the Building and/or the Project as any part of Tenant’s
corporate or trade name. Landlord shall have the right to change the name, number or designation of the Building or Project without liability
to Tenant. Tenant shall not use any picture of the Building in its advertising, stationery or in any other manner.


 


19.    
Tenant shall, upon request by Landlord, supply Landlord with the names and telephone numbers of personnel designated by Tenant to be contacted
on an after-hours basis should circumstances warrant.


 


20.    
Landlord may from time to time grant tenants individual and temporary variances from these Rules, provided that any variance does not
have a material adverse effect on the use and enjoyment of the Premises by Tenant.


 


21.    
Fitness Center Rules. Tenant shall cause its employees (whether members or prospective members of the Fitness Center) to comply
with the following Fitness Center rules and regulations (subject to change from time to time as Landlord may solely determine):


 


		(a)	Membership in the Fitness Center is open to the tenants of Landlord or its affiliates
only. No guests will be permitted to use the Fitness Center without the prior written approval of Landlord or Landlord’s representative.



 


		(b)	Fitness Center users are not allowed to be in the Fitness Center other than the
hours designated by Landlord from time to time. Landlord shall have the right to alter the hours of use of the Fitness Center, at Landlord’s
sole discretion.



 


		(c)	All Fitness Center users must execute Landlord’s Waiver of Liability prior
to use of the Fitness Center and agree to all terms and conditions outlined therein.



 


		(d)	Individual membership and guest keycards to the Fitness Center shall not be shared
and shall only be used by the individual to whom such keycard was issued. Failure to abide by this rule may result in immediate termination
of such Fitness Center user’s right to use the Fitness Center.



 


		(e)	All Fitness Center users and approved guests must have a pre-authorized keycard
to enter the Fitness Center. A pre-authorized keycard shall not be issued to a prospective Fitness Center user until receipt by Landlord
of Landlord’s initial fee, if any, for use of the Fitness Center by such Fitness Center user(s).



 


		(f)	Use of the Fitness Center is a privilege and not a right. Failure to follow gym
rules or to act inappropriately while using the facilities shall result in termination of Tenant’s Fitness Center privileges.



 


 






    	 	31	 



     


    

 


EXHIBIT F


 


PARKING


 


Tenant
shall be entitled to the number of vehicle parking spaces set forth in Item 11 of the Basic Lease Provisions, which spaces shall be
unreserved and unassigned, on those portions of the Common Areas designated by Landlord for parking. Tenant shall not use more
parking spaces than such number. Such parking shall be without obligation for payment of additional parking charges during the
initial 84-month Term of this Lease. All parking spaces shall be used only for parking of vehicles no larger than full size
passenger automobiles, sport utility vehicles or pickup trucks. Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant’s employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in
areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities
described above, then Landlord shall have the right, upon reasonable notice, in addition to such other rights and remedies that
Landlord may have, to remove or tow away the vehicle involved and charge the costs to Tenant. Parking within the Common Areas shall
be limited to striped parking stalls, and no parking shall be permitted in any driveways, access ways or in any area which would
prohibit or impede the free flow of traffic within the Common Areas. There shall be no parking of any vehicles for longer than a
seventy-two (72) hour period unless otherwise authorized by Landlord, and vehicles which have been abandoned or parked in violation
of the terms hereof may, upon reasonable notice, be towed away at the owner’s expense. Nothing contained in this Lease shall
be deemed to create liability upon Landlord for any damage to motor vehicles of visitors or employees, for any loss of property from
within those motor vehicles, or for any injury to Tenant, its visitors or employees, unless ultimately determined to be caused by
the sole negligence or willful misconduct of Landlord. Landlord shall have the right to establish, and from time to time amend, and
to enforce against all users all reasonable rules and regulations (including the designation of areas for employee parking) that
Landlord may deem necessary and advisable for the proper and efficient operation and maintenance of parking within the Common Areas.
Landlord shall have the right to construct, maintain and operate lighting facilities within the parking areas; to change the area,
level, location and arrangement of the parking areas and improvements therein; to restrict parking by tenants, their officers,
agents and employees to employee parking areas; after the expiration of the initial 84-month Term of the Lease, to enforce parking
charges (by operation of meters or otherwise); and to do and perform such other acts in and to the parking areas and improvements
therein as, in the use of good business judgment, Landlord shall determine to be advisable. Any person using the parking area shall
observe all directional signs and arrows and any posted speed limits. In no event shall Tenant interfere with the use and enjoyment
of the parking area by other tenants of the Project or their employees or invitees. Parking areas shall be used only for parking
vehicles. Washing, waxing, cleaning or servicing of vehicles, or the storage of vehicles for longer than 72 hours, is prohibited
unless otherwise authorized by Landlord. Tenant shall be liable for any damage to the parking areas caused by Tenant or
Tenant’s employees, suppliers, shippers, customers or invitees, including without limitation damage from excess oil leakage.
Tenant shall have no right to install any fixtures, equipment or personal property in the parking areas. Tenant shall not assign or
sublet any of the vehicle parking spaces, either voluntarily or by operation of law, without the prior written consent of Landlord,
except in connection with an authorized assignment of this Lease or subletting of the Premises.


 


 


 


 


 






    	 	32	 



     


    

 


EXHIBIT G


 


ADDITIONAL PROVISIONS


 


The following additional provisions shall be binding on
Landlord and Tenant:


 


1.    
RIGHT TO EXTEND. Provided that no Default has occurred under any provision of this Lease, either at the time of exercise of the extension
right granted herein or at the time of the commencement of such extension, and provided further that Tenant is occupying the entire Premises
and has not assigned or sublet any of its interest in this Lease, then Tenant may extend the Term of this Lease for one (1) extension
period of 60 months. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than 12 months
or more than 15 months prior to the Expiration Date of the Term, Tenant's irrevocable written notice of its commitment to extend (the
“Commitment Notice”). The Basic Rent payable under the Lease during any extension of the Term shall be determined as
provided in the following provisions.


 


If Landlord and
Tenant have not by then been able to agree upon the Basic Rent for the extension of the Term, then not less than 90 days or more than
120 days prior to the Expiration Date of the Term, Landlord shall notify Tenant in writing of the Basic Rent that would reflect the prevailing
market rental rate for a 60-month renewal of comparable space in the Project (together with any increases thereof during the extension
period) as of the commencement of the extension period (“Landlord's Determination”). Should Tenant disagree with the
Landlord's Determination, then Tenant shall, not later than 20 days thereafter, notify Landlord in writing of Tenant's determination of
those rental terms (“Tenant's Determination”). Within 10 business days following delivery of the Tenant's Determination,
the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time,
then each party shall designate an appraiser within 10 business days thereafter. Should either party fail to so designate an appraiser
within that time, then the appraiser designated by the other party shall determine the fair market rental. Should each of the parties
timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine
the fair market rental for the Premises. Any appraiser designated hereunder shall have an MAI certification with not less than 5 years’
experience in the valuation of commercial industrial buildings in the vicinity of the Project.


 


Within 30 days
following the selection of the appraiser and such appraiser's receipt of the Landlord's Determination and the Tenant's Determination,
the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the fair market rental
rate for the 60-month renewal of the Lease for the Premises, as reasonably extrapolated to the commencement of the extension period. Accordingly,
either the Landlord's Determination or the Tenant's Determination shall be selected by the appraiser as the fair market rental rate for
the extension period. In making such determination, the appraiser shall consider rental comparables for the Project (provided that if
there are an insufficient number of comparables within the Project, the appraiser shall consider rental comparables for similarly improved
space owned by Landlord in Irvine Spectrum within a 2-mile radius of the Project with appropriate adjustment for location and quality
of project), but the appraiser shall not attribute any factor for brokerage commissions in making its determination of the fair market
rental rate. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept
the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The
fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the
appraiser.


 


Within 20 days
after the determination of the fair market rental, Landlord shall prepare an appropriate amendment to this Lease for the extension period,
and Tenant shall execute and return same to Landlord within 10 business days after Tenant’s receipt of same. Should the fair market
rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during
the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental.


 


 


 


 






    	 	33	 



     


    

 


If Tenant fails
to timely exercise the extension right granted herein within the time period expressly set forth for exercise by Tenant in the initial
paragraph of this Section, Tenant's right to extend the Term shall be extinguished and the Lease shall automatically terminate as of the
expiration date of the Term, without any extension and without any liability to Landlord. Tenant’s rights under this Section shall
belong solely to Lantronix, Inc., a Delaware corporation, and any Affiliate, and any other attempted assignment or transfer of such rights
shall be void and of no force and effect. Tenant shall have no other right to extend the Term beyond the single 60-month extension period
created by this Section. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an
amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any
duly exercised extension period permitted by this Section.


 


2.    
FITNESS CENTER. Subject to the provisions of this Section, so long as Tenant is not in Default under this Lease, and provided Tenant’s
employees execute Landlord’s standard waiver of liability form and pay the applicable one time or monthly fee, if any, then Tenant’s
employees (the “Fitness Center Users”) shall be entitled to use the fitness center and the shower facility located
at the Project (collectively, the “Fitness Center”). No separate charges shall be assessed to Fitness Center Users
for the use of the Fitness Center (with the exception of towel/laundry fees, if any) during the initial Term of this Lease, provided,
however, that the costs of operating, maintaining and repairing the Fitness Center shall be included as part of Operating Expenses. The
use of the Fitness Center shall be subject to the reasonable rules and regulations (including rules regarding hours of use) established
from time to time by Landlord. Landlord and Tenant acknowledge that the use of the Fitness Center by the Fitness Center Users shall be
at their own risk and that the terms and provisions of Section 10.3 of this Lease shall apply to Tenant and the Fitness Center User’s
use of the Fitness Center. Tenant acknowledges that the provisions of this Section shall not be deemed to be a representation by Landlord
that Landlord shall continuously maintain the Fitness Center (or any other fitness facility) throughout the Term of this Lease, and Landlord
shall have the right, at Landlord’s sole discretion, to expand, contract, eliminate or otherwise modify the Fitness Center. No
expansion, contraction, elimination or modification of the Fitness Center, and no termination of Tenant’s or the Fitness Center
Users’ rights to the Fitness Center shall entitle Tenant to an abatement or reduction in Basic Rent constitute a constructive eviction,
or result in an event of default by Landlord under this Lease. Landlord reserves the right to reasonably limit, restrain, or condition
the use of the Fitness Center by tenants of the Building (including Tenant’s Fitness Center Users) if Landlord reasonably determines
that their use of the Fitness Center has a disproportionate and/or inequitable impact on the ability of other tenants to use the Fitness
Center. Tenant hereby voluntarily releases, discharges, waives and relinquishes any and all actions or causes of action for personal
injury or property damage occurring to Tenant or its employees or agents arising as a result of the use of the Fitness Center, or any
activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim for
personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action.
It is the intention of Tenant with respect to the Fitness Center to exempt and relieve Landlord from liability for personal injury or
property damage caused by negligence. Tenant’s right to use the Fitness Center shall belong solely to Tenant and may not be transferred
or assigned without Landlord’s prior written consent, which may be withheld by Landlord in Landlord’s sole discretion.


 


3. CONFERENCE
CENTER. Landlord currently provides a conference center (the “Conference Center”) in the Project capable of accommodating
groups of people for use by Project tenants (including Tenant) on a reserved basis. Tenant shall, subject to availability, have the use
of the Conference Center subject to Landlord’s procedures and charges, if any. The use of the Conference Center shall be subject
to the reasonable rules and regulations (including rules regarding hours of use and priorities for the tenants of the particular building
in which a Conference Center is located, set up and clean up charges, etc.) established from time to time by Landlord for the Conference
Center. Landlord and Tenant acknowledge that the terms and provisions of Section 10.3 of this Lease shall apply to Tenant’s use
of the Conference Center. Further, Landlord shall have no liability whatsoever with respect to the existence, condition or availability
of any Conference Center nor shall Landlord have any obligation whatsoever to enforce or make reservations thereof, and Tenant hereby
expressly waives all claims against Landlord with respect to the same. No expansion, contraction, elimination, unavailability or modification
of the Conference Center, and no termination of or interference with Tenant’s rights to the Conference Center, shall entitle Tenant
to an abatement or reduction in rent or constitute a constructive eviction or an event of default by Landlord under this Lease.


 


 


 


 


 






    	 	34	 



     


    

 


EXHIBIT H


 


LANDLORD’S DISCLOSURES


 


SPECTRUM


 


The capitalized
terms used and not otherwise defined in this Exhibit shall have the same definitions as set forth in the Lease. The provisions of this
Exhibit shall supersede any inconsistent or conflicting provisions of the Lease.


 


1.       Landlord
has been informed that the El Toro Marine Corps Air Station (MCAS) has been listed as a Federal Superfund site as a result of chemical
releases occurring over many years of occupancy. Various chemicals including jet fuel, motor oil and solvents have been discharged in
several areas throughout the MCAS site. A regional study conducted by the Orange County Water District has estimated that groundwaters
beneath more than 2,900 acres have been impacted by Trichloroethylene (TCE), an industrial solvent. There is a potential that this substance
may have migrated into the ground water underlying the Premises. The U.S. Environmental Protection Agency, the Santa Ana Regional Water
Quality Control Board, and the Orange County Health Care Agency are overseeing the investigation/cleanup of this contamination. To the
Landlord's current actual knowledge, the ground water in this area is used for irrigation purposes only, and there is no practical impediment
to the use or occupancy of the Premises due to the El Toro discharges.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	35	 



     


    

 


EXHIBIT I


 


LETTER OF CREDIT


 


 


IRREVOCABLE STANDBY LETTER OF CREDIT


  


	 	Number:	 	 
	 	Date:	 	 
	 	Amount:	 
	 	Expiration:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	BENEFICIARY	ACCOUNT PARTY
	 	 	 	 
	Discovery Business Center LLC	 	 	 
	550 Newport Center Drive	 	 	 
	Newport Beach, CA 92660	 	 	 
	Attn: Senior Vice President, Finance, Office Properties	 	 	 




 


We hereby issue our Irrevocable Letter of Credit No. __________________
in favor of Discovery Business Center LLC (“Beneficiary”), its successors and assigns, for the account of_____________.
We undertake to honor your sight draft, upon presentation at our office in _______________________, California, for any sum or sums
not to exceed a total of _________________________       ($___       )
in favor of Beneficiary when accompanied by the original of this Letter of Credit.


 


Partial and multiple drawings are
permitted under this Letter of Credit. In the event of a partial draw, the amount of the draft shall be endorsed on the reverse side hereof
by the negotiating bank.


 


This Letter of Credit is transferable
in its entire undrawn balance to a successor beneficiary upon presentation by Beneficiary of the original of this Letter of Credit, together
with a written request for transfer executed by Beneficiary.


 


Draw requests may be submitted in person, by courier, by
fax, or by mail to our address stated above.


 


It is a condition of this Letter of Credit that it shall
remain enforceable against us for a period of________________from this date and further, that it shall be deemed automatically extended
for successive one-year periods without amendment thereafter unless sixty (60) days prior to the expiration date set forth above, or
within sixty (60) days prior to the end of any yearly Anniversary Date thereafter, you shall receive our notice in writing by certified
mail, return receipt requested, that we elect not to renew this Letter of Credit for any subsequent year.


 


The draft must be marked “Drawn
under ________________ Letter of Credit No. ____________ dated ____________ .”


 


There are no other conditions of
this letter of credit. Except so far as otherwise stated, this credit is subject to the Standby Practices, ICC Publication No. 590 (ISP98),
except to the extent the same would be inconsistent with the express provisions hereof, and is otherwise governed by the laws of the State
of California.


 


__________________________


__________________________


 


By: _______________________


 


By: _______________________


 


 






    	 	36	 



     


    

 


 


 


 






    	 	37	 



     


    

 


 


 


 






    	 	38	 



     


    

 


 


 


 






    	 	39	 



     


    

 


 






    	 	40	 



     


    

 


EXHIBIT X


 


WORK LETTER


BUILD TO SUIT


 


Landlord, at Landlord’s
sole cost and expense except as provided below, shall cause a contractor engaged by Landlord and selected on the basis of competitive
bids submitted by one general contractor designated by Landlord and up to 2 other general contractors approved in writing by Landlord
to construct the tenant improvements (the “Tenant Improvements”) for the Premises as shown in the Preliminary Pricing
plan (the “Plan”) prepared by Environ and dated September 21, 2021, and the Preliminary Pricing #2 (the “Cost
Estimate”) prepared by DSC, Inc. and dated October 6, 2021, including Alternates A, C and D. If the contractor designated by
Landlord submits the lowest qualified bid, it shall be utilized to perform the work. Each bidding contractor shall use the electrical,
mechanical, plumbing and fire/life safety engineers and subcontractors designated by Landlord. All other subcontractors shall be subject
to Landlord’s reasonable approval, and Landlord may require that one or more designated subtrades be union contractors. The lowest
responsible bidder shall be selected as the general contractor for the Tenant Improvements. Any additional cost resulting from changes
requested by Tenant shall be borne solely by Tenant and paid to Landlord prior to the commencement of construction. Unless otherwise specified
in the Plan or Cost Estimate or hereafter agreed in writing by Landlord, all materials and finishes utilized in constructing the Tenant
Improvements shall be Landlord's building standard. Should Landlord submit any additional plans, equipment specification sheets, or other
matters to Tenant for approval or completion, Tenant shall respond in writing, as appropriate, within 5 business days unless a shorter
period is provided herein. Tenant shall not unreasonably withhold its approval of any matter, and any disapproval shall be limited to
items not previously approved by Tenant in the Plan or otherwise.


 


In the event that
Tenant requests in writing a revision in the Plan or in any other plans hereafter approved by Tenant, then provided such change request
is acceptable to Landlord, Landlord shall advise Tenant by written change order of any additional cost and/or Tenant Delay (as defined
below) such change would cause. Tenant shall approve or disapprove such change order in writing within 2 business days following its receipt.
Tenant's approval of a change order shall not be effective unless accompanied by payment in full of the additional cost of the tenant
improvement work resulting from the change order. It is understood that Landlord shall have no obligation to interrupt or modify the tenant
improvement work pending Tenant's approval of a change order.


 


Notwithstanding
any provision in the Lease to the contrary, if Tenant fails to comply with any of the time periods specified in this Work Letter, requests
any changes to the work, fails to make timely payment of any sum due hereunder, furnishes inaccurate or erroneous specifications or other
information, or otherwise delays in any manner the completion of the Tenant Improvements or the issuance of an occupancy certificate (any
of the foregoing being referred to in this Lease as a “Tenant Delay”), then Tenant shall bear any resulting additional
construction cost or other expenses and the Commencement Date shall be deemed to have occurred for all purposes, including Tenant's obligation
to pay Rent, as of the date Landlord reasonably determines that it would have been able to deliver the Premises to Tenant but for the
collective Tenant Delays. Notwithstanding the foregoing, except for failure to meet specified time deadlines, and except for Tenant Delays
specified in Landlord’s response to change order requests accepted by Tenant, a Tenant Delay shall not be deemed to have occurred
unless Landlord has provided notice (which may be by electronic mail to Tenant’s representative notwithstanding any notice provisions
or requirements in the Lease to the contrary) to Tenant specifying that a Tenant Delay shall be deemed to have occurred because of actions,
inaction or circumstances specified in the notice in reasonable detail. If such actions, inaction or circumstances are not cured by Tenant
within 2 business days after receipt of such notice (“Count Date”), and if such actions, inaction or circumstances
otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the Count Date.


 


Landlord shall
permit Tenant and its agents to enter the Premises at least 15 days prior to the Commencement Date of the Lease in order that Tenant may
install its telephones, furniture, equipment and computers and perform any work to be performed by Tenant hereunder through its own contractors,
subject to Landlord's prior written approval, and in a manner and upon terms and conditions and at times satisfactory to Landlord's representative.
The foregoing license to enter the Premises prior to the Commencement Date is, however, conditioned upon Tenant's contractors and their
subcontractors and employees working in harmony and not interfering with the work being performed by Landlord. If at any time that entry
shall cause disharmony or interfere with the work being performed by Landlord, this license may be withdrawn by Landlord upon 24 hours
written notice to Tenant. That license is further conditioned upon the compliance by Tenant's contractors with all requirements imposed
by Landlord on third party contractors, including without limitation the maintenance by Tenant and its contractors and subcontractors
of workers' compensation and public liability and property damage insurance in amounts and with companies and on forms satisfactory to
Landlord, with certificates of such insurance being furnished to Landlord prior to proceeding with any such entry. The entry shall be
deemed to be under all of the provisions of the Lease except as to the covenants to pay Rent unless Tenant commences business activities
within the Premises. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any such work being performed
by Tenant, the same being solely at Tenant's risk. In no event shall the failure of Tenant's contractors to complete any work in the Premises
extend the Commencement Date of this Lease.


 


Tenant hereby designates
Michael Fink, Telephone No. (949) 450-7200, Email: michael.fink@lantronix.com, as its representative,
agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for changes, and Landlord shall
be entitled to rely upon authorizations and directives of such person(s) as if given by Tenant. Tenant may amend the designation of its
construction representative(s) at any time upon delivery of written notice to Landlord.


 


 






    	 	41	 



     


    

 


EXHIBIT Y


 





Discovery Park





 


 






    	 	42