Exhibit
10.4


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY
CAUSE COMPETITIVE HARM TO ARCLIGHT CLEAN TRANSITION CORP.IF PUBLICLY DISCLOSED.


 


SUBJECT
TO FED. R. EVID. 408


 


AIR
COMMERCIAL REAL ESTATE ASSOCIATION


 


STANDARD
INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET


 


(DO
NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)


 


1.
Basic Provisions (“Basic Provisions”).


 


1.1
Parties: This Lease (“Lease”), da1ed for reference purposes only -April 23, 2015 is made by and between G & T Properties,
a limited partnership (“Lessor”) and Proterra Inc, a Delaware corporation (“Lessee”), (collectively the “Parties,”
or individually a “Party’’).


 


1.2
Premises: That certain real property, including all lmprovemen1s therein or to be provided by Lessor under the terms of this Lease,
and commonly known as 1815 Rollins Road , Burlingame located in the County of San Mateo, State of California, and generally described
as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is located within
a Project) an approximately 34,400 square foot freestanding office/warehouse building and parking lot, but excluding Lessor’s
storage/garage as shown by cross hatching Exhibits A (“Premises”). (See also Paragraph 2).


 


1.3
Term: 5 years and 3 months (“Original Term”) commencing May 1, 2015 (“Commencement Date”) and ending July
31, 2020 (“Expiration Date”) (See also Paragraph 3)


 


1.4
[Reserved]


 


1.5
Base Rent: $32,680.00 per months (“Base Rent”) payable on the first day of each month commencing See Addendum Paragraph
51. (See also Paragraph 4).


 


☑ If this box is checked there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 51.


 


1.6
Base Rent and Other Monies Paid Upon Execution:


 


(a)
Base Rent:$163,400.00 for the period August 1 , 2015 - December 31 , 2015


 


(b)
Security Deposit: $37,885.00 (“Security Deposit”). (See also Paragraph 5)


 


(c)
[Reserved]


 


(d)
Other: $3,440.00 for Fixed CAM (See Addendum Paragraph 52)


 


(e)
Total Due Upon Execution of this Lease: $204,725.00.


 


1.7
Agreed Use: office, sales, marketing, showroom, advanced engineering, research, and development, service and light assembly of
Lessee’s products ( including buses and storage).

(See also Paragraph 6)


 






     


     


    

 


1.8
Insuring Party: Lessor is the “Insuring Party.” (See also Paragraph 8)


 


1.9
Real Estate Brokers: (See also Paragraph 15)


 


(a)
Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction
(check applicable boxes):


 


☑ CBRE,
Inc. represents Lessor exclusively (“Lessor’s Broker”),


 


☑ DTZ
represents Lessee exclusively (“Lessee’s Broker”); or 


 


____
represents both Lessor and Lessee (“Dual Agency”).


 


(b)
Payment to Brokers: Upon execu1ion and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee
agreed to in a separate written agreement.


 


1.10
Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by None.


 


1.11
Attachments. Attached hereto are the following, all of which constitute a part of this Lease:


 


☑ an
Addendum consisting of Paragraphs 51 through 59


 


☑ a
plot plan depicting the premises.


 


☐
a current set of the Rules and Regulations


 


☐
a Work Letter


 


☐
an energy disclosure addendum is attached


 


☑
other (specify): Exhibit B (List of Tenant Improvements) 


 


2.
Premises


 


2.1
Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term. at the rental, and
upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises
may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square
footage and Is not subject to ad1ustment should the actual size be determined to be different. Note: Lessee Is advised to verify
the actual size prior to executing this Lease.


 






    2


     


    

 


2.2
Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession
Date, whichever first occurs (“Start Date”), and, so long as the required service contracts described in Paragraph 7.1
(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical,
plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, sump
pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating
condition on said date, that the structural elements of the roof, bearing walls and foundation of any buildings on the Premises
{the “Building”) shall be free of material defects, and that the Premises do not contain hazardous levels of any mold
or fungi defined as toxic under applicable state or federal law to the best of Lessors knowledge. If a non-compliance with said
warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate
warranty period. Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease,
promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows - 6 months as to the HVAC systems,
and the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the warranty
period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost
and expense. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of
Default affecting the Premise: (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy
proceeding affecting the Premises.


 


2.3
Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes,
applicable laws, covenants or restrictions of record , regulations, and ordinances (“Applicable Requirements”) that
were in effect at the time that each improvement. or portion thereof, was constructed. Said warranty does not apply to the use
to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar
laws as a result of Lessee’s use {see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a))
made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially
the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.
If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written
notice from Lessee setting forth with specificity the nature and extent of such non-compliance rectify the same at Lessor’s expense.
If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date,
correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense. If the Applicable Requirements
are hereafter changed so as to require during the term of this Lease the construction of an addition lo or an alteration of the
Premises and/or Building. the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the
Unit, Premises and/or Building {“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:


 


(a)
Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the
Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof. provided,
however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’
Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of
Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal
to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such
Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination
date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing
such Capital Expenditure.


 






    3


     


    

 


(b)
If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as , governmentally
mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay,
each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is
due, an amount equal to 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest
on the balance but may prepay its obligation at any time. If, however such Capital Expenditure is required during the last 2 years
of this Lease or if Lessor reasonably determines that it Is not economically feasible to pay its share thereof, Lessor shall have
the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within
1 0 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect
to terminate and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with
Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee Is unable to finance Lessor’s share, or
11 the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset
basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.


 


(c)
Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected,
and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed
change in use, change in intensity of use or modification to the Premises then, and in that event, Lessee shall either: (i) immediately
cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such
Capital Expenditure. or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to
terminate this Lease.


 


2.4
Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has
been advised by Lessor to satisfy itself with respect to the size and condition of the Premises (including but not limited to
the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements
and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (c) Lessee has made such investigation
as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy
of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Lessor, (e) the square footage
of the Premises was not material to Lessee’s decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor,
Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than
as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties
concerning Lessees ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility
to investigate the financial capability and/or suitability of all proposed tenants.


 






    4


     


    

 


2.5
[Reserved]


 


3.
Term.


 


3.1
The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1 .3.


 


3.2
Early Possession. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or
partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent and Fixed CAM shall be abated
for the period of such Early Possession. Any such Early Possession shall not affect the Expiration Date.


 


3.3
Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee
on the date on which this Lease is fully executed by Lessor and Lessee and Lessees has delivered the prepaid rent, security deposit
and certificate of insurance to Lessor. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor
shall not be


 


subject
to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall
not, however be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any
period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue
for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the
acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended
under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the
end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If
such written notice Is not received by Lessor within said 10-day period. Lessee’s right to cancel shall terminate. If possession
of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements
are reached between Lessor and Lessee, In writing.


 


3.4
Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its
obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform
all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s
election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee Is required to perform any other
conditions prior to or concurrent with the Start Date, the Start Date shall occur, but Lessor may elect to withhold possession
until such conditions are satisfied.


 


4.
Rent.


 


4.1.
Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are
deemed to be rent (“Rent”).


 






    5


     


    

 


4.2
Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction
(except as specifically permitted in this Lease), on or before the day on which it is due. In the event that any invoice prepared
by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth
in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based
upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such
other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which Is less than the amount
then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check
so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any
reason , Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all
future Rent be paid by cashier’s check. Payments will be applied first to accrued late charges and attorney’s fees. second to
accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges
or costs.


 


4.3
[Reserved]


 


5.
Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful
performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which
will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may
suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10
days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the lull amount
required by this Lease. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate
a sublessee or assignee. Lessor shall have the right to increase the Security Deposit to the extent necessary, In Lessor’s reasonable
Judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control
of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor’s reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit
to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the
Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease. Lessor
shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered
to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.


 






    6


     


    

 


6.
Use.


 


6.1
Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto,
and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage,
waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal
and seeing eye dogs, Lessee shall not keep or allow m the Premises any pets animals, birds, fish , or reptiles. Lessor shall not
unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will
not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or
is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such
request give written notification of same, which notice shall Include an explanation of Lessor’s objections to the change in the
Agreed Use.


 


6.2
Hazardous Substances.


 


(a)
Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance,
or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other
materials expected to be on the Premises, 1s either: (i) potentially injurious to the public health, safety or welfare, the environment
or the Premises. (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor
to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,
but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products. by-products or fractions thereof.
Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without
the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable
Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice,
registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises
of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering
or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary
materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid
paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements,
is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage
or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving
such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment
against damage, contamination, injury and/or liability, including, but not limited to, the 1nstallat1on (and removal on or before
Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.


 


(b)
Duty to Inform Lessor. If Lessee knows. or has reasonable cause to believe that a Hazardous Substance has come to be located in,
on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice
of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning
the presence of such Hazardous Substance.


 






    7


     


    

 


(c)
Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about
the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all
Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered
or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring
properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought
onto the Premises during the term of this Lease, by or for Lessee, or any third party.


 


(d)
Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any,
harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’
and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third
party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous
Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee’s obligations shall
include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered
by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease. No termination, cancellation or release agreement entered Into by Lessor and Lessee shall release
Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in
writing at the time of such agreement.


 


(e)
Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify,
defend, reimburse and hold Lessee. its employees and lenders. harmless from and against any and all environmental damages, including
the cost of remediation which result from Hazardous Substances which existed on the Premises prior to Lessee’s occupancy other
than the ACM which Lessee will be remediating pursuant to Paragraph 54 of the Addendum or which are caused by the gross negligence
or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements,
shall include but not be limited to. the cost of investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease.


 


(f)
Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures
required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior
to Lessee’s occupancy. unless such remediation measure is required as a result of Lessee’s use (including “Alterations”,
as defined in paragraph 7,3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall
cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable
access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.


 






    8


     


    

 


(g)
Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)} occurs during the term of this Lease, unless
Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by
the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph
6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition,
if required , as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect,
or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is
greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous
Substance Condition. of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the
event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s
commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal
to 12 times the then monthly Base Rent or $100 ,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory
assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect,
and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee
does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate
as of the date specified in Lessor’s notice of termination.


 


6.3
Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall. at Lessee’s sole expense,
fully, diligently and in a timely manner. materially comply with all Applicable Requirements, the requirements of any applicable
fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in
any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after
the Start Date. Lessee shall, within 10 days after receipt of Lessors written request, provide Lessor with copies of all permits
and other documents. and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor,
and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual
claim, notice, citation, warning. complaint or report pertaining to or involving the failure of Lessee or the


 


Premises
to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water
damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or
(ii) any mustiness or other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide
copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor.
In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document
within 1 o days of the receipt of a written request therefor.


 






    9


     


    

 


6.4
Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right
to enter into Premises at any time, in the case of an emergency. and otherwise at reasonable times after reasonable notice. for
the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any
such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see
paragraph 9.1) is found to exist or be imminent. or the inspection is requested or ordered by a governmental authority. In such
case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related
to the violation or contamination. In addition. Lessee shall provide copies of all relevant material safety data sheets (MSDS)
to Lessor within 1 O days of the receipt of a written request therefor.


 


7.
Maintenance, Repairs, Utility Installations; Trade Fixtures and Alterations.


 


7.1
Lessee’s Obligations.


 


(a)
In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee’s Compliance with Applicable
Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense,
keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good
order, condition and repair (whether or not the portion of the Premises requiring repairs , or the means of repairing the same,
are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use,
any prior use the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities,
such as plumbing. HVAC equipment, electrical lighting facilities, boilers, pressure vessels, fire protection system, fixtures
, non-structural elements of the walls (interior and exterior), ceilings, non-structural elements of the roofs, roof drainage
systems, floors windows, doors, plate glass skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks
and parkways located in, on, or adjacent to the Premises. Lessee, in keeping the Premises in good order, condition and repair,
shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts
required by Paragraph 7.1 (b) below; provided however, that Lessee shall not be responsible for maintaining any elements of the
roof of the Premises until such time as Lessor has replaced the roof. Lessee’s obligations shall include restorations, replacements
or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state
of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition
(including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size
in the vicinity, including , when necessary, the exterior repainting of the Building.


 


(b)
Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary
form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements.
if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (ii i) fire extinguishing
systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drams, and
(vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service
contracts, and Lessee shall reimburse Lessor upon demand, for the cost thereof and such cost shall be payable in addition to the
Fixed C,A.M set forth In Paragraph 52 of the Addendum.


 






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(c)
Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1 , Lessor may enter upon the Premises
after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required),
perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly
pay to Lessor a sum equal to 115% of the cost thereof.


 


(d)
Replacement. Subject to Lessee’s Indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of
liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph
7.1 (b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall
be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay. each
month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of
multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e.
1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.
Such amounts shall be payable by Lessee in addition to the Fixed CAM set forth in Paragraph 52 of the Addendum.


 


7.2
Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition}, 2.3 (Compliance}, 9 (Damage or Destruction) and
14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and
maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee other than the
structural elements the Premises (including the structural elements of the foundation, walls and roof and roof membrane). It is
the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and
repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent
with the terms of this Lease.


 


7.3
Utility Installations; Trade Fixtures; Alterations.


 


(a)
Definitions. The term “Utility Installations” refers to all floor and window coverings, air and/or vacuum lines, power
panels, electrical distribution, security and fire protection systems , communication cabling, lighting fixtures , HVAC equipment,
plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that
can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of
the improvements. other than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations
and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned
by Lessor pursuant to Paragraph 7.4(a).


 






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(b)
Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent.
Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof)
without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating
or removing the roof or any existing walls, will not affect the electrical, plumbing. HVAC, and/or life safety systems, and the
cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in the aggregate or a
sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations
and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such
approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that
Lessee shall desire to make, and which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits. (ii) furnishing Lessor
with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with
all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility
Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor
may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of
such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.


 


(c)
Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or
for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the
Premises or any interest therein. Lessee shall give Lessor not less than 10 days’ notice prior to the commencement of any
work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest
the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the
Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement
thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested
lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action,
Lessee shall pay Lessor’s attorneys’ fees and costs.


 


7.4
Ownership; Removal; Surrender; and Restoration.


 


(a)
Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility
Installations made by Lessee shall be the property of Lessee but considered a pan of the Premises. Lessor may, at any time, elect
in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise
instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination
of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.


 






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(b)
Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of
the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the
expiration or termination of this Lease, Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations
or Utility Installations made without the required consent.


 


(c)
Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of
the improvements. parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state
of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that
would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less,
then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for
ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures,
Lessee owned Alterations and/or Utility installations, furnishings , and equipment as well as the removal of any storage tank
installed by or for Lessee. Lessee shall remove from the Premises any and all Hazardous Substances brought onto the Premises by
or for Lessee. or any third party (except Hazardous Substances which were deposited via underground migration from areas outside
of the Premises) to the level specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall
be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination
date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure
by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall
constitute a holdover under the provisions of Paragraph 26 below.


 


8.
Insurance; Indemnity.


 


8.1
Payment For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable
to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $3,000,000 per occurrence: notwithstanding the foregoing,
the parties agree that all such Insurance costs are included in the Fixed CAM amount described in Paragraph 52 of the Addendum
to Lease and shall not be separately payable by Lessee. Premiums for policy periods commencing prior to or extending beyond the
Lease term shall be prorated to correspond to the Lease term.


 


8.2
Liability Insurance.


 


(a)
Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of Insurance protecting Lessee
and Lessor as an additional insured against claims for bodily injury, personal Injury and property damage based upon or arising
out of the ownership, use. occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be
on an occurrence basis providing single limit coverage in an amount not less than $3,000,000 per occurrence with an annual aggregate
of not less than $5,000.000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as
the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement. The policy shall
not contain any intra-insured exclusions as between insured persons or organizations. but shall include coverage for liability
assumed under this Lease as an “Insured contract” for the performance of Lessee’s indemnity obligations under this Lease.
The limits of said insurance shall not, however. limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not
contributory with any similar insurance carried by Lessor. whose insurance shall be considered excess insurance only.


 






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(b)
Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a). in addition to, and not In lieu
of insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.


 


8.3
Property Insurance - Building, Improvements and Rental Value.


 


(a)
Building and Improvements. Lessor shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable
to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be
equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time. or the amount required
by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations
and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee not by Lessor. If the coverage
is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage
(except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement
of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises
as the result of a covered loss . Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance
clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount
by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest
to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed
$5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss.


 


(b)
Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to
Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional
180 days (“Rental Value insurance”). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance
clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee. for the
next 12-month period. Lessee shall be liable for any deductible amount in the event of such loss.


 


8.4
Lessee’s Property; Business Interruption Insurance; Worker’s Compensation Insurance.


 


(a)
Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and
Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of
not to exceed $10,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal
property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.


 






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(b)
Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse
Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business
of Lessee or attributable to prevention of access to the Premises as a result of such perils.


 


(c)
Worker’s Compensation Insurance. Lessee shall obtain and maintain Worker’s Compensation Insurance in such amount as may be required
by Applicable Requirements Such policy shall include a ‘Waiver of Subrogation’ endorsement. Lessee shall provide Lessor with a
copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5.


 


(d)
No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.


 


8.5
Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a “General Policyholders
Rating” of at least A-, VII, as set forth in the most current issue of “Best’s Insurance Guide”, or such other
rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance
policies. Lessee shall, prior to the Start Date. deliver to Lessor certified copies of policies of such insurance or certificates
with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall
be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall at least 10 days prior
to the expiration of such policies furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal
thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to
Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease,
whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party
may, but shall not be required to, procure and maintain the same.


 


8.6
Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other,
and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident
to the perils required to be insured against herein. The effect of such releases and waivers 1s not limited by the amount of insurance
carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance
earners waive any right to subrogation that such companies may have against Lessor or Lessee as the case may be, so long as the
insurance is not invalidated thereby.


 


8,7
Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect defend and hold harmless
the Premises. Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims,
loss of rents and/or damages. liens. judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising
out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought
against lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified. See Addendum.


 






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8.8
Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents,
neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares,
merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers , or any other person in or about
the Premises, whether such damage or injuy1 is caused by or results from fire, steam, electricity, gas, water or rain, indoor
air quality, the presence of mold or from the breakage, leakage. obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions
arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places.
(ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to
enforce the provisions of any other lease in the Project. or (iii ) injury to Lessee’s business or for any loss of income or profit
therefrom. Instead, it is intended that Lessee’s sole recourse in the event of such damages or injury be to file a claim on the
insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.


 


8.9
Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein
will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will
be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required
insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance.
the Base Rent shall be automatically increased, without any requirement for notice to Lessee. by an amount equal to 10% of the
then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required insurance.
Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to
maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of
its obhgat1on to maintain the insurance specified in this Lease.


 


9.
Damage or Destruction.


 


9.1
Definitions.


 


(a)
“Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction.
Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage
is Partial or Total.


 






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(b)
“Premises Total Destruction” shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and
Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage
or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether
or not the damage is Partial or Total.


 


(c)
“Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations
and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in
Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.


 


(d)
“Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence
to their condition existing immediately prior thereto, including demolition , debris removal and upgrading required by the operation
of Applicable Requirements, and without deduction for depreciation.


 


(e)
“Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or
a contamination by, a Hazardous Substance , in, on, or under the Premises which requires remediation,


 


9.2
Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense,
repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably
possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make
the repair of any damage or destruction the total cost to repair of which is $10.000 or less. and, in such event. Lessor shall
make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,
ii the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, Lessor shall promptly
contribute the shortage in proceeds (except as to the deductible which is Lessee’s responsibility) as and when required to complete
said repairs . In the event, however such shortage was due to the fact that. by reason of the unique nature of the improvements,
full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay
for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and
request therefor. If Lessor receives said funds or adequate assurance thereof within said 10-day period, the party responsible
for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.
If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter
to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds. in which case
this Lease shall remain in full force and effect. or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood
or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds
of any such insurance shall be made available for the repairs ii made by either Party.


 






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9.3
Partial Damage • Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent
or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such
damage as soon as reasonably possible at Lessor’s expense. in which event this Lease shall continue in full force and effect,
or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence
of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate
this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor
of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with
said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue
in full force and effect and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds
are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination
notice.


 


9.4
Total Destruction. Notwithstanding any other provision hereof. if a Premises Total Destruction occurs, this Lease shall terminate
60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee,
Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.


 


9.5
Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds
one month’s Base Rent, whether or not an Insured Loss. Lessor may terminate this Lease effective 60 days following the date of
occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the
Premises, then Lessee may preserve this Lease by.


 


(a)
exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed
to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice
purporting to terminate this Lease. or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises
such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance
proceeds, Lessor shall, at Lessor’s commercially reasonable expense. repair such damage as soon as reasonably possible and this
Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during
such period then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.


 






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9.6
Abatement of Rent; Lessee’s Remedies.


 


(a)
Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which
Lessee is not responsible under this Lease the Rent payable by Lessee for the period required for the repair, remediation or restoration
of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed
the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee,
and Lessor shall have no liability for any such damage, destruction. remediation, repair or restoration except as provided herein.


 


(b)
Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way,
such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement
of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s
election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice
and such repair or restoration 1s not commenced within 30 days thereafter, this Lease shall terminate as of the date specified
in said notice. If the repair or restoration is commenced within such 30 days . this Lease shall continue in full force and effect.
“Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning
of the actual work on the Premises, whichever first occurs.


 


9.7
Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment
shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall. in addition,
return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.


 


10.
Real Property Taxes.


 


10.1
Definition. As used herein. the term “Real Property Taxes” shall include any form of assessment; real estate, general,
special, ordinary or extraordinary, or rental levy or tax (other than inheritance. personal income or estate taxes); improvement
bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project,
Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect
power to tax and where the funds are generated with reference to the Building address and where the proceeds so generated are
to be applied by the city, county or other local taxing authority of a Jurisdiction within which the Premises are located. Real
Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of
events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii)
levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.


 


10.2
[Reserved]


 


10.3
[Reserved]


 


10.4
Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations,
Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall
cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings. equipment and all other personal property
to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with
Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 1 O days after receipt of a
written statement setting forth the taxes applicable to Lessee’s property.


 






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11.
Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities
and services supplied to the Premises, together with any taxes thereon. If any such services are no1 separately metered or billed
to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There
shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption
or discontinuance of any utility or service due to riot. strike, labor dispute, breakdown, accident, repair or other cause beyond
Lessor’s reasonable control or in cooperation with governmental request or directions.


 


12.
Assignment and Subletting.


 


12.1
Lessor’s Consent Required.


 


(a)
Lessee shall not voluntarily or by operation of law assign. transfer. mortgage or encumber (collectively, ’“assign or assignment”)
or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.


 


(b)
Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange. a change in the control of Lessee
shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of
Lessee shall constitute a change in control for this purpose.


 


(c)
The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing,
transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets
occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth
as 11 was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor
has consented. or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was
or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of Lessee”
shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. See
Addendum.


 


(d)
An assignment or subletting without consent shall. a1 Lessor’s option, be a Default curable after notice per Paragraph 13.1 (d).
or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects 10 treat such unapproved assignment
or subletting as a noncurable Breach. Lessor may either: (i) terminate this Lease or (ii) upon 30 days written notice, increase
the monthly Base Rent to 110% of the Base Rent then in effect. Further in the event of such Breach and rental adjustment, (i)
the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the
price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term
shall be increased to 110% of the scheduled adjusted rent.


 






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(e)
Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.


 


f)
Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.


 


(g)
Notwithstanding the foregoing. allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third
party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.


 


12.2
Terms and Conditions Applicable to Assignment and Subletting.


 


(a)
Regardless of Lessors consent no assignment or subletting shall: (i) be effective without the express written assumption by such
assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii)
alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed
by Lessee.


 


(b)
Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval
of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance
shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.


 


(c)
Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.


 


(d)
In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible
for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee without first exhausting Lessor’s
remedies against any other person or entity responsible therefor to Lessor. or any security held by Lessor.


 


(e)
Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination
as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration
for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information
and/or documentation as may be reasonably requested. (See also Paragraph 36)


 


(f)
Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or
entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with
each and every term, covenant. condition and obligation herein to be observed or performed by Lessee during the term of said assignment
or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which
Lessor has specifically consented to in writing.


 






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(g)
Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original
Lessee by the is Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)


 


12.3
Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by
Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly
incorporated therein:


 


(a)
Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease. and Lessor may collect
such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the
performance of Lessee’s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee’s
then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any
assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee
to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any
such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations
under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice
from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists notwithstanding
any claim from Lessee to the contrary.


 


(b)
In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall
undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration
of such sublease; provided however. Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee
to such sublessor or for any pnor Defaults or Breaches of such sublessor.


 


(c)
Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.


 


(d)
No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.


 


13.
Default; Breach; Remedies.


 


13.1
Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants,
conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the
following Defaults and the failure of Lessee to cure such Default within any applicable grace period:


 


(a)
The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security.
or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing
reasonable assurances to minimize potential vandalism.


 






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(b)
The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to
Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation
under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following
written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER
OF ANY OF LESSOR’S RIGHTS, INCLUDING LESSOR’S RIGHT TO RECOVER POSSESSION OF THE PREMISES.


 


(c)
The failure of Lessee to allow Lessor and/or ,its agents access to the Premises or the commission of waste, act or acts constituting
public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of
3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity
a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default.


 


(d)
The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service
contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements,
(v) a requested subordination, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or
(ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where
any such failure continues for a period of 10 days following written notice to Lessee.


 


(e)
A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph
40 hereof, other than those described in subparagraphs 13.1 (a), (b), (c) or (d), above. where such Default continues for a period
of 30 days after written notice; provided. however, that ii the nature of Lessee’s Default is such that more than 30 days are
reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30-day
period and thereafter diligently prosecutes such cure to completion.


 


(f)
The occurrence of any of the following events· (i) the making of any general arrangement or assignment for the benefit
of creditors: (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless,
in the case of a petition filed against Lessee, the same is dismissed within 60 days) ; (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease,
where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially
all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within
30 days; provided, however. in the event that any provision of this subparagraph is contrary to any applicable law such provision
shall be of no force or effect, and not affect the validity of the remaining provisions.


 


(g)
The discovery that any financial statement of Lessee given to Lessor was materially false.


 






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13.2
Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 1 o days after written notice (or in
case of an emergency without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including
but not limited to the obtaining of reasonably required bonds insurance policies. or governmental licenses, permits or approvals.
Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor m such performance upon receipt
of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand. and without limiting Lessor
in the exercise of any right or remedy which Lessor may have by reason of such Breach:


 


(a)
Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate, and Lessee
shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid
Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent
which would have been earned alter termination until the time of award exceeds the amount of such rental loss that the Lessee
proves could have been reasonably avoided. (iii) the worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably
avoided; and (1v) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure
to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including
but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and
alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection
with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision
(iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve
Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate
damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover any damages to which Lessor is otherwise
entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the
right to recover in such proceeding any unpaid Rent and damages as are recoverable therein. or Lessor may reserve the right to
recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously
given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute
the notice required by Paragraph 13.1 . In such case, the applicable grace period required by Paragraph 13.1 and the unlawful
detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace
periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in
this Lease and/or by said statute.


 


(b)
Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or
assign. subject only to reasonable limitations. Acts of maintenance. efforts to relet, and/or the appointment of a receiver to
protect the Lessor’s interests. shall not constitute a termination of the Lessee’s right to possession.


 






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(c)
Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are
located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve
Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof
or by reason of Lessee’s occupancy of the Premises.


 


13.3
Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid
for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration
for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions,”
shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms. covenants and conditions of this
Lease. Upon Breach of this Lease by Lessee. any such Inducement Provision shall automatically be deemed deleted from this Lease
and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated. given or
paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any
subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation
of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in
writing by Lessor at the time of such acceptance.


 


13.4
Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, ii any Rent shall
not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall immediately pay to Lessor a one-time late charge equal to 7% of each such overdue amount. The Parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance
of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue
amount nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge Is
payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of
this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.


 


13.5
Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest
from the 31st day after it was due. The interest (“Interest”) charged shall be computed at the rate of 10% per annum
but shall not exceed the maximum rate allowed by law. Interest Is payable in addition to the potential late charge provided for
in Paragraph 13.4.


 






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13.6
Breach by Lessor.


 


(a)
Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an
obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than
30 days alter receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose.
of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that ii the nature of
Lessor’s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach
ii performance is commenced within such 30 day period and thereafter diligently pursued to completion.


 


(b)
Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after
receipt of said notice, or 1f having commenced said cure they do not diligently pursue it to completion. then Lessee may elect
to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however,
that such offset shall not exceed an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s
right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said
cure and supply said documentation to Lessor.


 


14.
Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the
exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date
the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25%
of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee’s option, to be
exercised in writing within 1 O days after Lessor shall have given Lessee written notice of such taking (or in the absence of
such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing , this Lease
shall remain in full force and effect as to the portion of the Premises remaining , except that the Base Rent shall be reduced
in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall
be the property of Lessor, whether such award shall be made as compensation for diminution In value of the leasehold, the value
of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the
condemner for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures without regard to whether or not this
Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises
by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any
and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation,
Lessor shall repair any damage to the Premises caused by such Condemnation.


 






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15.
Brokerage Fees. [None]


 


15.3
Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant lo !he other that it has
had no dealings with any person, firm , broker or finder (other than the Brokers , if any) in connection with this Lease, and
that no one other than said named Brokers is entitled 10 any commission or finder’s fee in connection herewith. Lessee and Lessor
do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or
charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of
the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.


 


16.
Estoppel Certificates.


 


(a)
Each Party (as “Responding Party”) shall within W «; business days after written notice from the other Party (the
“Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar
to the then most current “Estoppel Certificate” form published by the AIR Commercial Real Estate Association, plus such
add1t1onal information, confirmation and/or statements as may be reasonably requested by the Requesting Party.


 


(b)
If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 1 0 business day period, the Requesting
Party may execute an Estoppel Certificate stating that: (i) the Lease is In full force and effect without modification except
as may be represented by the Requesting Party, (ii) t the responding Party’s knowledge there are no uncured defaults in the Requesting
Party’s performance, and (iii) if Lessor Is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective
purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped
from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part
to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated
by this Lease, the ex1ent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or
deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any
requirement for notice to Lessee. by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder
of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional
risk/costs that Lessor will incur by reason of Lessee’s failure to provide the Estoppel Certificate. Such increase in Base Rent
shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to provide the Estoppel Certificate
nor prevent the exercise of any of the other rights and remedies granted hereunder.


 


(c)
If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, shall within 10 business days after written
notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably
required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such
financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes
herein set forth.


 






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17.
Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the
fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer
of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as
aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease
thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed
by the Lessor shall be binding only upon the Lessor as hereinabove defined.


 


18.
Severablllty. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way
affect the validity of any other provision hereof.


 


19.
Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and
refer to calendar days.


 


20.
Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its
partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor,
for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners,
members, directors. officers or shareholders. or any of their personal assets for such satisfaction.


 


21
.. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the
Parties under this Lease.


 


22.
No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective.


 


23.
Notices.


 


23.1
Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered
in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail,
with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently given if served in a manner
specified in this Paragraph 23. The addresses set forth in the Addendum attached to this Lease shall be that Party’s address for
delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except
that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all
notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time
hereafter designate in writing.


 


23.2
Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of
delivery shown on the receipt card, or if no delivery date is shown the postmark thereon. If sent by regular mail the notice shall
be deemed given 72 hours after the same is addressed as required heroin and mailed with postage prepaid. Notices delivered by
United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery
of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email
shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed
received on the nex1 business day.


 






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24.
Waivers.


 


(a)
No waiver by either Lessee or Lessor of the Default or Breach of any term, covenant or condition hereof by the other party hereto
shall be deemed a waiver of any other term, covenant or condition hereof or of any subsequent Default or Breach by the other party
of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed
to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed
as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.


 


(b)
The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted
by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless spec1f1cally agreed
to in writing by Lessor at or before the time of deposit of such payment.


 


(c)
THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS
OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.


 


25.
[Reserved]


 


26.
No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination
of this Lease. In the event that lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable
immediately preceding the expiration or termination. Holdover Base Rent shall be calculated on monthly basis. Nothing contained
herein shall be construed as consent by Lessor to any holding over by Lessee.


 


27.
Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with
all other remedies at law or in equity.


 


28.
Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both
covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall
not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa,
This Lease shall not be construed as if prepared by one of the Parties. but rather according to its fair meaning as a whole, as
if both Parties had prepared it.


 


29.
Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives . successors and assigns
and be governed by the laws of the State in which the Premises are located . Any litigation between the Parties hereto concerning
this Lease shall be initiated in the county in which the Premises are located.


 






    29


     


    

 


30.
Subordination ; Attornment; Non-Disturbance.


 


30.1
Subordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation
or security device (collectively, ’“Security Device’” ), hereafter placed upon the Premises, to any and all advances
made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any
such Security Devices (in this Lease together referred to as “Lender’”) shall have no liability or obligation to perform
any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease granted hereby superior to the lien
of its Security Device by giving written notice thereof to Lessee, whereupon this Lease shall be deemed prior to such Security
Device, notwithstanding the relative dates of the documentation or recordation thereof,


 


30.2
Attornment. In the event that Lessor transfers title to the Premises. or the Premises are acquired by another upon the foreclosure
or termination of a Security Device to which this Lease is subordinated (i) Lessee shall. subject to the non-disturbance provisions
of Paragraph 30 .3, attorn to such new owner , and upon request , enter into a new lease , containing all of the terms and provisions
of this Lease. with such new owner for the remainder of the term hereof , or , at the election of the new owner. this Lease will
automatically become a new lease between Lessee and such new owner. and (ii) Lessor shall thereafter be relieved of any further
obligations hereunder and such new owner shall assume all of Lessor’s obligations except that such new owner shall not: (a) be
liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership ; (b)
be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than
one month’s rent , or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited
to such new owner.


 


30
..3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination
of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a ’“Non-Disturbance Agreement”)
from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises and this Lease, including any
options to extend the term hereof , will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record
owner of the Premises.


 


30.4
Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents;
provided , however , that. upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of
the Premises. Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination
, attornment and/ or Non-Disturbance Agreement provided for herein.


 






    30


     


    

 


31
.. Attorneys’ Fees. If any Party brings an action or proceeding involving the Premises whether founded in tort, contract or equity,
or to declare rights hereunder, the Prevailing Party (as hereafter defined ) in any such proceeding , action , or appeal thereon
, shall be entitled to reasonable attorneys· lees. Such fees may be awarded in the same suit or recovered in a separate
suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall
include, without limitation a Party who substantially obtains or defeats the relief sought, as the case may be . whether by compromise,
settlement, Judgment, or the abandonment by the other Party of its claim or defense. The attorneys ’ fees award shall not be computed
in accordance with any court fee schedule . but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. In
addition , Lessor shall be entitled to attorneys ’ fees , costs and expenses incurred in the preparation and service of notices
of Default and consultations in connection therewith , whether or not a legal action is subsequently commenced 1n connection with
such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation ).


 


32.
Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time
in the case of an emergency , and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same
to prospective purchasers , lenders , or tenants . and making such alterations , repairs . improvements or additions to the Premises
as Lessor may deem necessary or desirable and the erecting , using and maintaining of utilities, services, pipes and conduits
through the Premises and/or other premises as long as there is no material adverse effect to Lessee’s use of the Premises . All
such activities shall be without abatement of rent or liability to Lessee.


 


33.
Auctions. Lessee shall not conduct , nor permit to be conducted any auction upon the Premises without Lessor’s prior written consent.
Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.


 


34.
Signs. Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease” signs
during the last 6 months of the term hereof. Except for ordinary “for sublease” signs. Lessee shall not place any sign
upon the Premises without Lessor’s prior written consent. All signs must comply with all Applicable Requirements.


 


35.
Termination; Merger. Unless specifically stated otherwise In writing by Lessor, the voluntary or other surrender of this Lease
by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically
terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing
subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder
of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.


 






    31


     


    

 


36.
Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the
other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including
but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response
to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment. a subletting or the presence
or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s
consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically
stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent
shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable
with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination
made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its
reasons in writing and in reasonable detail within 10 business days following such request.


 


37.
[Reserved]


 


38.
Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions
on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the
Premises during the term hereof.


 


39.
[Reserved]


 


40.
Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor. Lessee agrees that it will abide
by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and
care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of
vehicles. and to cause its employees. suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee
also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations.


 


41.
Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service
or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility
for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.


 


42.
Reservations. Lessor reserves to itself the right. from time to time. to grant, without the consent or joinder of Lessee, such
easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so
long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises
by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights. dedication,
map or restrictions.


 


43.
Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the
other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to
make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the
right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation
on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof
as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest”
with 6 months shall be deemed to have waived its right to protest such payment.


 






    32


     


    

 


44.
Authority; Multiple Parties; Execution.


 


(a)
If either Party hereto is a corporation trust, limited liability company, partnership, or similar entity, each individual executing
this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease
on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.


 


(b)
If this Lease is executed by more than one person or entity as “Lessee”, each such person or entity shall be jointly
and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to
this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of
the named Lessees had executed such document


 


(c)
This Lease may be executed by the Parties m counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.


 


45.
Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled
by the typewritten or handwritten provisions.


 


46.
Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed
an offer to lease to the other Party. This Lease Is not intended to be binding until executed and delivered by all Parties hereto.


 


47.
Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As
long as they do not materially change Lessee’s obligations hereunder. Lessee agrees to make such reasonable non-monetary modifications
to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of
the Premises.


 


48.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.


 


49.
Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out
of this Lease ☑ is not attached to this Lease.


 


50.
Accessibility; Americans with Disabilities Act.


 


(a)
The Premises: ☑ have not undergone an inspection by a Certified Access Specialist (CASp). 


 


(b)
Since compliance with the Americans with Disabilities Act (ADA) Is dependent upon Lessee’s specific use of the Premises Lessor
makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event
that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance. Lessee
agrees to make any such necessary modifications and/or additions at Lessee’s expense.


 






    33


     


    

 


LESSOR
AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS
LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE
TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.


 


ATTENTION:
NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:


 


1.
SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.


 


2.
RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT
NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION
OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.


 


WARNING:
IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY
WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.


 


The
parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.


 


Executed
at: San Bruno, CA


 


	On:
4/24/15
	4/24/15


 


 


	By LESSOR: 	By LESSEE:
	 	 
	G&T Properties, a limited Partnership	Proterra Inc, A Delaware Corporation
	 	 
	By:	/s/ Terrill Timberlake	 	By:	/s/ Matthew Horton	 
	Name Printed:  Terrill Timberlake	Name Printed:  Matthew Horton
	Title:  Owner	Title:  VP. Sales
	 	 
	By:  	/s/ Gary Guittard	 	 
	Name Printed:  Gary Guittard	 
	Title:  Owner – 4/27/15	 


 


NOTICE:
These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale, CA 91203.


 


Telephone
No. (213) 687-8TT7. Fax No.: (213) 687-8616.


 


©
Copyright 2001 - By AIR Commercial Real Estate Association. All rights reserved.


 


No
part of these works may be reproduced in any form without permission in writing.


 




    34


     


    


 


ADDENDUM
TO THAT CERTAIN AIR STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET


 


BETWEEN:
G & T PROPERTIES, A LIMITED PARTNERSHIP, AS LESSOR, AND PROTERRA INC., A DELAWARE CORPORATION, AS LESSEE, DATED, APRIL 23,
2015


 


The
following additional Paragraphs are included as part of the Standard Industrial/Commercial Single-Tenant Lease - Net entered into
between G & T PROPERTIES, a limited partnership (“Lessor” ) and PROTERRA INC., a Delaware corporation (“Lessee”)
dated April 23, 2015, concerning the premises consisting of approximately 34,400 square feet located at 1815 Rollins Road. Burlingame,
California. In the event of any conflict between any of the provisions in this Addendum and any of the provisions set forth in
Paragraphs I - 50 of the Lease, the provisions in this Addendum shall prevail.


 


51)
RENT SCHEDULE (§1.5):


Period
Months Monthly Base Rent


 


	Period	 	Months	 	 	Monthly Base Rent	 
	[***]	 	 	[***]		 	 	[***]	
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 



 


As
part of this Lease per Paragraph l.6(a) of the Lease, Lessee shall pay the first five (5)


months
of base rent (i.e., base rent due for the months of August, September, October, November


and
December 201 5) in a lump sum concurrently with Lessee· s execution of this Lease.


 


52)
FIXED CAM:


	Period	 	Months	 	 	Monthly Base Rent	 
	[***]	 	 	[***]		 	 	[***]	
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 
	[***]	 	 	[***]	 	 	 	[***]	 




 


The
above Operating Expenses include Real Property Taxes and Property Insurance and shall be fixed per the above schedule (“Fixed
CAM”). Lessee shall pay Fixed CAM at the same time and in the same manner as Base Rent. Notwithstanding the foregoing,
in addition to the Fixed CAM amounts above, Lessee shall reimburse Lessor for any increase in Real Property Taxes over the Real
Property Taxes assessed as of the date of this Lease resulting from a change in ownership of the Premises or the land or improvements
within the real property tax parcel(s) of which the Premises and the Building (as “change in ownership’’ is defined in California
Revenue and Taxation Code §§ 60-69.5 and any amended or successor statutes).


 






    35


     


    

 


53)
DELIVERY CONDITIONS:


Lessor.
at Lessor’s sole cost and expense, shall deliver the Premises per Paragraph 2.2 of the Lease.


 


54)
LESSEE’S IMPROVEMENTS:


Lessee.
at Lessee· s sole cost and expense. shall perform certain improvements to the Premises in accordance with the terms and
conditions of this Lease. Attached hereto as Exhibit B is a summary list of its intended improvements to be made by Lessee in
the Premises, subject in all events to the terms of the Lease (including, without limitation Paragraph 7.3 [Utility Installations;
Trade Fixtures; Alterations]). If during the performance of such initial improvements, Lessee discovers asbestos-containing materials
(’“ACM”) in the Premises then Lessee shall remediate at Lessee’s sole cost. such ACM in accordance with applicable
laws and otherwise in accordance with the terms of the Lease; provided, however, that Lessor shall reimburse Lessee for such remediation
costs in an amount not to exceed $5,000.00. Upon


completion
of such remediation, Lessee shall provide Lessor with a copy of the final report from


a
Lessor-approved environmental consultant stating that such remediation was completed in


accordance
with applicable laws.


 


55)
PARKING LOT/ LESSOR’S STORAGE


Lessee
shall have the exclusive use of the parking lot but Lessor shall retain the storage/garage adjacent to the building as depicted
by black diagonal lines on Exhibit A attached hereto (“Storage/Garage Area’’). The Premises excludes the Storage/Garage Area
and Lessor shall have exclusive access to the Storage/Garage Area subject to Lessee’s use of the parking spaces and operation
of its Agreed Use at the Premises.


 


56)
LESSOR INDEMNITY. (§8.71


Subject
to Paragraph 8.6 [Waiver of Subrogation] of the Lease, Lessor shall indemnify defend and hold harmless Lessee from and against
any loss arising from Lessor’s and/or Lessor’s agents gross negligence or willful misconduct. The indemnity set forth in
this Paragraph 56 shall survive termination or expiration of this Lease. If any proceeding is filed for which indemnity is required
hereunder, Lessor agrees, upon request therefor, to defend Lessee in such proceeding at its sole cost utilizing counsel reasonably
satisfactory to Lessee.


 


57)
ASSIGNMENT - PERMITTED TRANSFERS (§121)


 


Notwithstanding
Paragraph 12 of the Lease. including without limitation, clauses (b) and (c) of Paragraph 12.1 of the Lease, Lessee may assign
its interest in this Lease (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee’”)
without the written consent of Lessor:


 


(a)
an affiliate of Lessee (i.e., means any person or entity which, directly or indirectly, through one or more intem1ediari es. controls,
is controlled by, or is under common control with, Lessee);


 






    36


     


    

 


(b)
any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which
or with which Lessee, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory
provisions governing merger and consolidation of business entities, so long as (A) Lessee’s obligations hereunder are assumed
by the entity surviving such merger or created by such consolidation; and (B) the Net Worth of the surviving or created entity
is not less than the Net Worth of Lessee as of the date of execution of this Lease; or





(
c) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring
all or substantially all of Lessee’s assets if such entity’s Net Worth after such acquisition is not less than the Net Worth
of Lessee as of the date of execution of this Lease.


 


Lessee
shall promptly notify Lessor of any such Permitted Transfer. Lessee shall remain liable for the perfom1ance of all of the obligations
of Lessee hereunder, or if Lessee no longer exists because of a merger, consolidation or acquisition, the surviving or acquiring
entity shall expressly assume in writing the obligations of Lessee hereunder. Additionally, the Permitted Transferee sha11 comply
with all of the terms and conditions of this Lease, including the Af,1Teed Use, and the use of the Premises by the Permitted Transferee
may not violate any other agreements affecting the Premises or the Project. No later than five (5) business days prior to the
effective date of any Permitted Transfer, Lessee agrees to furnish Lessor with (A) a copy of the instrument effecting such Permitted
Transfer, (B) documentation establishing Lessee’s satisfaction of the requirements set forth above applicable to such Permitted
Transfer, and (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence
of a Permitted Transfer shall not waive Lessor’s rights as to any subsequent


assignments
or subletting’s. Any subsequent assignment or subletting by a Permitted Transferee shall be subject to the terms of this
Paragraph 12.


 


58)
NOTICE ADDRESS 1§23):


 


Lessor:
G&T Properties


 


10
Guittard Road


Burlingame,
CA 94010


Attention:
[***]


Telephone:
[***]


 


Proterra
Inc.


1815
Rollins Road


Burlingame,
CA


Attention:
Matt Horton, VP of Sales & Marketing


Telephone:
[***]


 


With
a copy to: Proterra Inc.


 


1
Whitlee Court


Greenville,
SC 29607


Attn:
VP Governmental Relations & General Counsel


Telephone:
[***]


 






    37


     


    

 


59)
HOLDOVER 1§26]


 


The
following language is hereby added to Paragraph 26 of the Lease: “The provisions of this Paragraph 26 shall
not be deemed to limit or constitute a waiver of any other rights or remedies of Lessor provided herein or at law. If Lessee fails
to surrender the Premises and the Project upon the termination or expiration of this Lease, in addition to any other liabilities
to Lessor accruing therefrom, Lessee shall protect, defend, indemnify and hold Lessor harmless from all loss, costs (including
reasonable attorneys· fees) and liability resulting from such failure including any claims made by any succeeding tenant
founded upon such failure to surrender, and any lost profits to Lessor resulting therefrom.”


 


	On: 4/24/15	4/24/15


 


	By
    LESSOR: 	By
    LESSEE:
	 	 
	G&T
    Properties, a limited Partnership	Proterra
    Inc, A Delaware Corporation
	 	 
	By:	/s/ Terrill Timberlake	 	By: 	/s/ Matthew Horton	 
	Name
    Printed: Terrill Timberlake	Name
    Printed: Matthew Horton
	Title:
    Owner	Title:
    VP. Sales
	 	 
	By: 	/s/ Gary Guittard	 	 
	Name
    Printed: Gary Guittard	 
	Title:
    Owner – 4/27/15	 


 




    38


     


    


 


 


EXHIBIT
A


Plan
of Storage/Garage Area’


[***]


 


 


 


 


 


 


 






 


 


 


 





 


 


 


 


 






    39


     


    


 


 


EXHIBIT
B


List
of Lessee’s Initial Improvements


1.
Phase 1:


	●	New
carpet throughout office
	 	 



	●	Painting
of entire office
	 	 



	●	Boardroom
update
	 	 



	●	Update
of kitchen
	 	 



	●	Update
of restrooms with new fixtures/ paint/ tile
	 	 



	●	New
drop ceiling throughout the office with updated lighting
	 	 



	●	Electrical/
AV/ IT outlets added per desk layout and cubicle layout



 


2.
Phase 2:


 


	●	Facelift
for outside of building area and parking lot (Paint/ Landscaping)
	 	 



	●	Warehouse
dividing wall
	 	 



	●	Shower
to be installed
	 	 



	●	Additional
warehouse lighting



 


3.
Phase 3


 


		●	Construct
new boardroom in warehouse space



 




    40


     


    


 


 


Amendment
NO. 1


 


TO
LEASE AGREEMENT


 


Lessor:
G & T Properties, a limited partnership


 


Lessee:
Proterra Inc., a Delaware corporation


 


Premises:
1815 Rollins Road, Burlingame, CA 94010


 


Date:
January 30, 2018


 


This
Amendment NO. 1 is made on January 30, 2018 by and between G & T Properties, a limited partnership (“Lessor”) and
Proterra Inc., a Delaware corporation (“Lessee”).


 


Whereas
Lessor and Lessee entered into a Lease Agreement dated April 23, 2015 for the premises described as ±34,400 square foot
freestanding office/warehouse building and parking lot, but excluding Lessor’s storage/garage as shown by crosshatching Exhibit
A, located at 1815 Rollins Road, Burlingame, CA.


 


Whereas,
all provisions of the Lease are hereby confirmed as stated, except as specifically modified in the numbered paragraphs below.


 


Now,
therefore, Lessor and Lessee agree to the following provisions of this amendment:


 


1.
Extended Term:


 


The
term is hereby extended for a period of two (2) years beyond its existing lease expiration date commencing August 1, 2020 with
a new expiration date of July 31, 2022.


 


2.
Rent for Extended Term:


 


	Period	 	Monthly Base Rent (NNN)	 
	 	 	 	 
	8/1/2020- 7/31/2021	 	$	50,746.24	 
	8/1/2021 - 7/31/2022	 	$	52,268.63	 



 






    41


     


    

 


3.
Fixed CAM:


 


	Period	 	Monthly CAM	 
	 	 	 	 
	8/1/2020- 7/31/2021	 	$	4,108.00	 
	8/1/2021 - 7/31/2022	 	$	4,231.00	 



 


4.
Additional Parking/ Parking Project:


 


Lessee,
at their sole cost and expense, shall be permitted to construct additional parking between Guittard Road and Broderick Road as
depicted in the attached document titled, “Parking Allocation Exhibit” (the “Additional Parking Area”) including
any required conditions to approval set forth by the City of Burlingame as it relates to both 1815 Rollins Road, and both 6 &
10 Guittard Road. Lessor


 


hereby
leases the Additional Parking Area to Lessee, and Lessee shall have the exclusive use of the additional parking that is labelled
for Proterra, with the exception of three (3) stalls located adjacent to the NE comer of the 6 Guittard Road building, at no cost
through the remaining existing term of the Lease and through the new amended Lease term (i.e., through July 31, 2022). Lessor
represents and wan-ants that it has the full right and authority to lease such Additional Parking Area to Lessee pursuant to this
Amendment No. 1.


 


5.
Contingency:


 


Lessee
shall have until October 31, 2018 (the “Parking Deadline Date”) to complete said parking project otherwise this amendment
shall become null and void. Notwithstanding the foregoing, provided that Lessee is using its good faith diligent efforts to complete
such parking project, Lessee may request Lessor’s approval to an extension of the Parking Deadline Date of up to six ( 6) months,
which approval Lessor shall not unreasonably withhold. Upon such approval, the Parking Deadline Date shall be so extended.


 


6.
Lease Changes: 


 


Paragraphs
12.l(b) and 12.l(c) of the Lease are hereby deleted in their entirety.


 


7.
Agency/Disclosure and Commissions:


 


In
this Lease extension transaction, CBRE, Inc. represents Lessor and Cushman & Wakefield is representing Lessee. Lessor shall
pay brokers a commission equal to 3% of the aggregate base rent for the Extended Term to be split 50/50 between the Brokers.


 






    42


     


    

 


8.
Controlling Instrument:


 


Except
as set forth in this Amendment NO. 1 all terms and conditions of the Lease shall remain unchanged and in full force and
effect.


 


The
Lease as modified by this Amendment is the entire agreement between the parties.


 


All
other discussions and negotiations are superseded by the Lease as modified by this Amendment.


 


IN
WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the dates indicated below.


 


	LESSOR:

        G
        & T Properties, a limited

        partnership
	 	LESSEE:

        Proterra,
Inc.

	 	 	 
	By: 	/s/ Terrill Timberlake	 	By: 	/s/ JoAnn Covington
	 	Terrill Timberlake	 	 
	Date: 2/5/2018	 	Date: 2/5/2018
	 	 	 
	By: 	/s/ Gary Guittard	 	 
	 	Gary Guittard	 	 


 


For
purposes of Section 4 of this Amendment No. 1, Guittard Chocolate Co, the fee simple owner of a portion of the Additional Parking
Area, hereby represents, warrants and confirms that Lessor has the full right and authority to lease the Additional Parking Area to
Lessee pursuant to this Amendment No. 1 for the remaining term. In the event Lessor’s right and authority to lease the
Additional Parking Area to Lessee shall terminate for any reason, Lessee shall continue to have the right to lease the same from
Guittard Chocolate Co. on a direct lease basis at no cost to Lessee through the remaining existing term of the Lease and through the
new amended Lease term (i.e., through July 31, 2022). The representations and obligations of Guittard Chocolate Co. hereunder shall
be binding upon its successors and assigns.


 


	GUITTARD
        CHOCOLATE CO.

         
	 
	By: 	/s/
Gary Guittard	 
	Print Name:  Gary Guittard	 
	Title: 	CEO	 



 



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Parking
Allocation Exhibit


 


[***]


 


 


 


 


 


 


 


 


 


 


 






 


 


 


 


 


 


 


 


 


 



 


 




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Amendment
No. 2


TO
LEASE AGREEMENT


 


	Lessor:
	G & T Properties, a limited
    partnership
	Lessee:	Proterra Inc., a Delaware corporation
	Premises:	1815 & 1835 Rollins Road, Burlingame, CA
    94010
	Date:	June 18, 2019


 


This
Amendment NO. 2 is made on June 18, 2019 by and between G & T Properties, a limited partnership (“Lessor”) and Proterra
Inc., a Delaware corporation (“Lessee”).


 


Whereas
Lessor and Lessee entered into a Lease Agreement dated April 23, 2015 for the premises described as 134,400 square foot freestanding
office/warehouse building and parking lot, but excluding Lessor’s storage/garage as shown by crosshatching Exhibit A, located
at 1815 Rollins Road, Burlingame, CA, and was further amended with an Amendment NO. 1 dated January 30, 2018.


 


Whereas,
all provisions of the Lease and Amendment NO. 1 are hereby confirmed as stated, except as specifically modified in the numbered
paragraphs below which consist of both an extension of term on 1815 Rollins Road and an expansion of the premises to include 1835
Rollins Road, a 19,000 square foot freestanding office/warehouse building.


 


Now,
therefore, Lessor and Lessee agree to the following provisions of this amendment:


 


		1.	Extended
                                            Term for 1815 Rollins Road:



 


The
term is hereby extended for a period of two (2) years and two (2) months beyond its existing lease expiration date commencing
August 1, 2022 with a new expiration date of September 30, 2024.


 


		2.	Rent
                                            for Extended Term for 1815 Rollins Road:



 


	Period	 	Monthly Base Rent (NNN)	 
	8/1/2022 — 7/31/2023	 	$	58,480.00	 
	8/1/2023 — 7/31/2024	 	$	60,200.00	 
	8/1/2024 — 9/30/2024	 	$	61,920.00	 



 


		3.	Fixed
                                            CAM for 1815 Rollins Road:



 


	Period	 	Monthly CAM	 
	8/1/2022 — 7/31/2023	 	$	4,358.00	 
	8/4/2023 — 7/31/2024	 	$	4,489.00	 
	8/1/2024 — 9/30/2024	 	$	4,624.00	 



 






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		4.	Rent
                                            for new term at 1835 Rollins Road:



 


	Period	 	Monthly Base Rent (NNN)	 
	8/1/2019 — 9/30/2019	 	Abated	 
	10/1/2019 — 7/31/2020	 	$	14,850.00	 
	8/1/2020 — 7/31/2021	 	$	15,296.00	 
	8/1/2021 — 7/31/2022	 	$	15,754.00	 
	8/1/2022 — 7/31/2023	 	$	16,227.00	 
	8/1/2023 — 7/31/2024	 	$	16,714.00	 
	8/1/2024 — 9/30/2024	 	$	17,215.00	 



 


		5.	Fixed
                                            CAM for 1835 Rollins Road:



 


	Period	 	Monthly CAM	 
	8/1/2019 — 7/31/2020	 	$	1,080.00	 
	8/1/2020 — 7/31/2021	 	$	1,112.00	 
	8/1/2021 — 7/31/2022	 	$	1,146.00	 
	8/1/2022 — 7/31/2023	 	$	1,180.00	 
	8/1/2023 — 7/31/2024	 	$	1,216.00	 
	8/1/2024 — 9/30/2024	 	$	1,252.00	 



 


		6.	Monies
                                            Due at Execution:



 


35,305.00
Total broken down as follows:


 


$17,215.00
for $Security Deposit for 1835 Rollins Road


 


$14,850.00
for Base Rent for 1835 Rollins Road to be applied to October 2019


 


$3,240.00
for CAM for 1835 Rollins Road to be applied to months August,


 


September
and October


 


		7.	Delivery
                                            Conditions for 1835 Rollins Road:



 


Lessor
shall deliver the premises in good working mechanical condition (i.e. roll up doors, lighting, electrical, plumbing, restroom
fixtures, breakroom fixtures, HVAC, roof, etc. ) otherwise in its “as-is” condition. Lessor will not be responsible
for any ADA required improvements. In addition, prior to commencement date, Lessee and Lessor or Lessor’s agents shall walk through
the premises to identify Lessee’s planned work or improvements that could result in any demolition or removal of items that would
normally be delivered in working order by Lessor.


 


		8.	Lessee’s
                                            Improvements:



 


Lessee,
at Lessee’s sole cost and expense, shall perform the following basic improvements to the premises, with all building materials
to be used, specifics, and colors as determined by Lessee, including but not limited to:


 


Office:


 


-
Replace the flooring.


 


-
Paint the walls.


 


-
Install new security system.


 






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-
Anything additional is to be determined by the Lessee.


 


Warehouse:


 


-
Install ESFR rated fire sprinklers in all or portion of the warehouse area.


 


-
Improve the loading dock area which could include new roll-up doors and other dock equipment to be determined by the Lessee. -
Install new security system.


 


Exterior:
To be determined by the Lessee.


 


		9.	Parking
                                            for 1835 Rollins Road:



 


Lessee
shall have the exclusive right to all parking located on the parcel.


 


		10.	Additional
                                            Parking:



 


Lessor
shall continue to lease the Additional Parking Area set forth in Section 4 of Amendment No. 1 to Lessee, and Lessee shall continue
to have the exclusive use of the additional parking set forth therein, at no cost through the remaining term of the Lease and
through the new amended Lease Term (i.e., through September 30, 2024). Reference to “July 31, 2022” in Section 4 of
Amendment No. I is hereby changed to “September 30, 2024”.


 


		11.	Agency
                                            and Broker’s Commission:



 


CBRE,
Inc. represents Lessor and Cushman & Wakefield represent Lessee. Lessor to pay brokers a commission equal to 3% of the rent
for the extended term for 1815 Rollins Road and 5% of the rent for 1835 Rollins Road. Said commission shall be split 50/50 between
the Brokers.


 


		12.	Controlling
                                            Instrument:



 


Except
as set forth in this Amendment NO. 2 all terms and conditions of the Lease and Amendment NO. 1 shall remain unchanged and in full
force and effect and shall govern both premises (1815 & 1835 Rollins Road).


 


The
Lease as modified by this Amendment is the entire agreement between the parties. All other discussions and negotiations are superseded
by the Lease as modified by this Amendment.


 




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IN
WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the dates indicated below.


 


	LESSOR:
	 	LESSEE:
	 	 	 
	G
    & T Properties, a limited partnership	 	Proterra,
    Inc.
	 	 	 
	By: 	/s/ Terril Timberlake	 	By: 	/s/ Amy Ard
	 	Terril Timberlake	 	 
	 	 	 
	 	 	Date:
    6.19.2019
	 	 	 
	Date:
    6.25.19	 	 
	 	 	 
	By: 	/s/ Gary Guittard	 	 
	 	Gary Guittard  	 	 
	 	 	 
	Date:  	 	 	 


 


For
purposes of Section 10 of this Amendment No. 2, Guittard Chocolate Co, the fee simple owner of a portion of the Additional Parking
Area, hereby represents, warrants and confirms that Lessor has the full right and authority to lease the Additional Parking Area
to Lessee pursuant to this Amendment No. 2 for the remaining term (as amended). In the event Lessor’s right and authority to lease
the Additional Parking Area to Lessee shall terminate for any reason, Lessee shall continue to have the right to lease the same
from Guittard Chocolate Co. on a direct lease basis at no cost to Lessee through the remaining existing term of the Lease and
through the new amended Lease term (i.e., through September 30, 2024). The representations and obligations of Guittard Chocolate
Co. hereunder shall be binding upon its successors and assigns.


 


	GUITTARD
CHOCOLATE CO.
	 
	 	 
	By: 	/s/ Gary Guittard	 
	Print Name: Gary Guittard	 
	Title: 	CEO	 


 


 


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