EXHIBIT 10.5





STANDARD MULTITENANT OFFICE LEASE
NET


1.                 
Basic Provisions (“Basic Provisions”).


1.1             
Parties. This Lease (“Lease”), dated for reference purposes only __________, is made by and between
Mureau Road, LLC, a California LLC (“Lessor”) and Crusader Insurance Company (“Lessee”),
(collectively the “Parties”, or individually a “Party”).


1.2             
(a)Premises: That certain
portion of the Project (as defined below), commonly known as (street address, suite, city, state): 26050 Mureau Road, 2nd Floor
and a portion of the 1st Floor (see Addendum Paragraph 50), Calabasas, CA 91302 (“Premises”). The Premises
are located in the County of Los Angeles, and consist of approximately 25,317 rentable square feet and approximately 22,230
useable square feet. In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall
have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not
have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing
the Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas,
the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred
to as the “Project.” The Project consists of approximately 46,899 rentable square feet. (See also Paragraph 2)


1.2(b)Parking:
84 unreserved and 0 reserved vehicle parking spaces at a monthly cost of $0.00 per unreserved space and $0.00 per reserved space.
(See Paragraph 2.6)


1.3             
Term: ____ years ____ months (“Original Term”) commencing ___________ (“Commencement
Date”) and ending January 31, 2022 (“Expiration Date”). (See also Paragraph 3 and 52)


1.4             
Intentionally Omitted.


1.5             
Base Rent: $56,963.25 per month (“Base Rent”), payable on the 1st day of each month
commencing March 1, 2021 . (See also Paragraph 4)


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


1.6             
Lessee’s Share of Operating Expenses: Fifty-four percent (54%) (“Lessee’s Share”).
In the event that that size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate
Lessee’s Share to reflect such modification.


1.7             
Base Rent and Other Monies Paid Upon Execution:


(a)               
Base Rent: ________ for the period __________________.


(b)              
Operating Expenses: The current estimate for the period ____ is _____.


		(c)	Security Deposit: $56,963.25 (“Security Deposit”). (See also Paragraph 5)



(d)              
Parking: ____ for the period _____.


(e)               
Other: ______ for _____.


(f)               
Total Due Upon Execution of this Lease: __________.


1.8             
Agreed Use: General office use . (See also Paragraph 6)


1.9             
Insuring Party. Lessor is the “Insuring Party”. (See also Paragraph 8)


1.10         
Real Estate Brokers. (See also Paragraph 15 and 25)


1.11         
Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by N/A (“Guarantor”).
(See also Paragraph 37)


1.12         
Business Hours for the Building: 8:00 a.m. to 6:00 p.m., Mondays through Fridays (except Building Holidays)
and 8:00 a.m. to 1:00 p.m. on Saturdays (except Building Holidays). “Building Holidays” shall mean
the dates of observation of New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, Christmas Day, and ______. Tenant shall have 24/7 access to the Building and the Premises.


1.13         
Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to provide the
following within the Premises:


☐
Janitorial Services


☐
Electricity


☐
Other (specify): _____


1.14         
Attachments. Attached hereto are the following, all of which constitute a part of this Lease:


☒
an Addendum consisting of Paragraphs 50 through 55;


☐
a plot plan depicting the Premises;


☒
a current set of the Rules and Regulations;


☐
a Work Letter;


☐
a janitorial schedule;


☒
other (specify): Exhibit A (Floor Plans and Calculations).


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 adjustment 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             
Condition. Lessor shall deliver the Premises to Lessee in “As-Is” condition on the Commencement Date
(“Start Date), with the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning
systems (“HVAC”).


2.3             
Compliance. Building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable
Requirements”). NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Requirements
are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.
If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition
to or an alteration of the Premises, the remediation of any Hazardous Substance, or the reinforcement or other physical modification
of the Premises (“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.


(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 1/144th 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.


(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 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) Lessee has been advised by Lessor and/or Brokers 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 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 Brokers or 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 Lessee’s 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.


2.5             
Lessee as Prior Owner/Occupant. Prior to the Start Date, Lessee was the owner or occupant of the Premises.


2.6             
Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and
as established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in
Paragraph 1.2(b) at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee.


(a)               
If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect,
then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or
tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.


2.7             
Common Areas Definition. The term “Common Areas” is defined as all areas and facilities outside
the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises
that are provided and designated by the Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants
of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including, but not limited
to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas,
trash areas, roadways, walkways, driveways and landscaped areas.


2.8             
Common Areas Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers,
shippers, contractors, customers and invitees, during the term of this Lease, the nonexclusive right to use, in common with others
entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project.
Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property,
temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor
or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall
occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove
the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.


2.9             
Common Areas Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive
control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable
rules and regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds,
the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to all such Rules and Regulations,
and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and
conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by other tenants of the
Project, but shall, upon the request of Lessee, use commercially reasonable efforts to enforce the Rules and Regulations against
other tenants of the Project to the extent that the failure to so enforce materially adversely affects Lessee.


2.10         
Common Areas Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time but provided
that Lessee’s use of and access to the Premises shall not be materially adversely affected:


(a)               
To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of the
lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas,
loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;


(b)              
To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains
available;


(c)               
To designate other land outside the boundaries of the Project to be a part of the Common Areas;


(d)              
To add additional buildings and improvements to the Common Areas;


(e)               
To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion
thereof; and


(f)               
To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as
Lessor may, in the exercise of sound business judgment, deem to be appropriate.


3.                 
Term.


3.1             
Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.


3.2             
Intentionally Omitted.


3.3             
Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises
to Lessee by the Commencement

Date. 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 the 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 8.6). 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”).


4.2             
Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s
Share of all Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with
the following provisions:


(a)               
“Operating Expenses” include all costs relating to the following:


(i)                
The cost of janitorial services;


(ii)              
The cost of electricity services not separately metered;


(b)               
Intentionally Omitted;


(c)               
Intentionally Omitted;


(d)              
Lessee’s Share of Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount
of such payments shall be based on Lessor’s estimate of the Operating Expenses. Within 60 days after written request (but
not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee’s Share of the
actual Operating Expenses for the preceding year. If Lessee’s payments during such year exceed Lessee’s Share, Lessor
shall credit the amount of such overpayment against Lessee’s future payments. If Lessee’s payments during such year
were less than Lessee’s Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor
to Lessee of the statement.


(e)               
Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is
otherwise reimbursed by any third party, other tenant, or by insurance proceeds.


4.3             
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. All monetary amounts
shall be rounded to the nearest whole dollar. 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
and Operating Expenses, and any remaining amount to any other outstanding charges or costs.


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 full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written
request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times
bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. 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. Lessor shall upon written request provide Lessee with an accounting showing
how that portion of the Security Deposit that was not returned was applied. 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. THE SECURITY DEPOSIT
SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH’S RENT.


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 in the Premises any pets, animals, birds, fish, or replies. 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 of the Building, will not adversely affect the mechanical, electrical, HVAC, and other systems of
the Building, and/or will not affect the exterior appearance of the Building. 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, is 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, byproducts 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 such as 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 installation
(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.


(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 its agents, employees or contractors.


(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 its agents, employees or contractors (provided, however, that Lessee shall have no liability under this Lease
with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project 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 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.


(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 recommendation 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 Lessor’s 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.


6.4             
Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and
consultants authorized by Lessor 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 and/or testing the condition of the Premises and/or
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 10 days of the receipt of written
request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing 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, should the Lessee fail to allow such inspections and/or testing in a timely fashion 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 for the remainder to 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 allow such
inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach
with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder.


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


7.1             
Lessee’s Obligations. Notwithstanding Lessor’s obligation to keep the Premises in good condition and
repair, Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any
improvements within the Premises.


7.2             
Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating
Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement
pursuant to Paragraph 4.2, shall keep in good order, condition and repair the Premises, the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants,
and the Common Areas.


7.3             
Utility Installations; Trade Fixtures; Alterations.


(a)               
Definitions. The term “Utility Installations” refers to all floor and window coverings, air lines,
vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures,
HVAC equipment, and plumbing 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).


(b)              
Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior
written consent. Lessee may, however, make nonstructural 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, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or
life safety systems, do not trigger the requirement for additional modifications and/or improvements to the Premises resulting
from Applicable Requirements, such as compliance with Title 24, and the cumulative cost thereof during this Lease as extended
does not exceed $2000. 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 part 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.


(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 installed
by Lessee after the Commencement Date 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 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. 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 also remove from the Premises any and all Hazardous Substances
brought onto the Premises by or for Lessee, or its agents, employees or contractors (except Hazardous Substances which were deposited
via underground migration from areas outside of the Project) 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             
Intentionally Omitted.


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 $1,000,000 per occurrence with an annual aggregate
of not less than $2,000,000. 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.


(b)              
Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to,
and not in lieu of, the 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 of insurance in the name of
Lessor, with loss payable to Lessor, any ground lessor, and to any Lender insuring loss or damage to the Building and/or Project.
The amount of such insurance shall be equal to the full insurable replacement cost of the Building and/or Project, 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.


(b)              
Rental Value. Lessor shall also 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.


(c)               
Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and
for the Common Areas or other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or occupancy
of the Premises.


(d)              
Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned
Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.


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 $1,000 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.


(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 increase his liability insurance coverage 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 is 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 carriers 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, a Breach of the Lease by Lessee and/or the use and/or occupancy
of the Premises and/or Project by Lessee and/or by Lessee’s employees, contractors or invitees. 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.


8.8             
Exemption of Lessor and its Agents from Liability. Except for injury or damage arising from the gross negligence
or willful misconduct of 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 injury 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, 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 obligation 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 3 months or less from the date of
the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month’s Base Rent. 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.


(b)              
“Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or
less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month’s Base Rent. 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 restoration.


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 $5,000 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, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds 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 if made by either Party.


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 (subject to reimbursement pursuant to Paragraph 4.2),
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.


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 shall be 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 is 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         
Definitions. 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 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 Project address. “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 Project, (ii) a change in the improvements
thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.


10.2         
Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable
to the Project.


10.3         
Additional Improvements. Operating Expenses shall not include Real Property Taxes specified in the tax assessor’s
records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the
exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at
the time Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed
solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s
request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease
by the Parties.


10.4         
Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall
be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such
other information as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive.


10.5         
Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee
Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained
in the Premises. 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 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.


11.             
Utilities and Services.


11.1         
Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity
for normal lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office,
and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial
services to the Premises and Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial
schedule, if any. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within
the Premises.


11.2         
Services Exclusive to Lessee. Notwithstanding the provision of Paragraph 11.1, Lessee shall pay for all water,
gas, heat, light, power, telephone and other utilities and services specially or exclusively supplied and/or metered exclusively
to the Premises or to Lessee, together with any taxes thereon. If a service is deleted by Paragraph 1.13 and such service
is not separately metered to the Premises, Lessee shall pay at Lessor’s option, either Lessee’s Share or a reasonable
proportion to be determined by Lessor of all charges for such jointly metered service.


11.3         
Hours of Service. Said services and utilities shall be provided during times set forth in Paragraph 1.12. Utilities
and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.


11.4         
Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and
shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or
permit any act that causes extra burden upon the utilities or services, including but not limited to security and trash services,
over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that
may arise out of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee’s expense
supplemental equipment and/or separate metering applicable to Lessee’s excess usage or loading.


11.5         
Interruptions. 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.


11.6         
Within fifteen days of Lessor’s written request, Lessee agrees to deliver to Lessor such information, documents and/or
authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial
building energy usage, ratings, and/or the reporting thereof.


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 buyout 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 it 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.


(d)              
An assignment or subletting without consent shall, at 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 to 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 nonfixed rental adjustments scheduled during the remainder of the Lease term
shall be increased to 110% of the scheduled adjusted rent.


(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, i.e. 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 Lessor’s 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.


(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 this 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 prior 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.


(e)               
Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure
the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement
and offset from and against Lessee for any such Defaults cured by the sublessee.


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.


(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 noncurable 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, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41,
(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 2.9
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 if 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 (f) 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 or of any Guarantor given to Lessor was materially false.


(h)              
If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii)
the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty,
(iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the
guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within
60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with
the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed
at the time of execution of this Lease.


13.2         
Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 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 in 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
liming 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 after 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 (iv) 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.


(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, if
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 10% of each such overdue amount or $100, whichever
is greater. 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.


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 after receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in
writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however,
that if 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 if 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 if 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 rentable floor area of the Premises, or more than 25% of Lessee’s Reserved Parking Spaces, if any, are taken by Condemnation,
Lessee may, at Lessee’s option, to be exercised in writing within 10 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 condemnor 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.


15.             
Brokerage Fees.


15.1         
Intentionally Omitted.


15.2         
Intentionally Omitted.


15.3         
Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and
warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents,
if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled to 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 10 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 AIR CRE, plus such additional
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 10 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) 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 extent 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, Lessee and all Guarantors shall within
10 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.


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.             
Severability. 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 Project, 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.
Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation
as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality
and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof
by either Party.


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 noted adjacent to a Party’s signature on 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 herein 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 next business day.


23.3         
Options. Notwithstanding the foregoing, in order to exercise any Options (see Paragraph 39), the Notice must
be sent by Certified Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other
methodology that provides a receipt establishing the date the notice was received by the Lessor.


24.             
Waivers.


(a)               
No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver
of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee 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 monies 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 specifically
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.             
Disclosures Regarding The Nature of a Real Estate Agency Relationship.


(a)               
When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should
from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction.
Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:


(i)                
Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as the agent for
the Lessor only. A Lessor’s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary
duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a)
Diligent exercise of reasonable skills and care in performance of the agent’s duties. (b) A duty of honest and fair dealing
and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property
that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to
either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth
above.


(ii)              
Lessee’s Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent
is not the Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full
or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee:
A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor:
(a) Diligent exercise of reasonable skills and care in performance of the agent’s duties. (b) A duty of honest and fair dealing
and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property
that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to
either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth
above.


(iii)            
Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more
associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and
consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both
the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor
or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both
Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential
information, including, but not limited to, facts relating to either Lessee’s or Lessor’s financial position, motivations,
bargaining position, or other personal information that may impact rent, including Lessor’s willingness to accept a rent
less than the listing rent or Lessee’s willingness to pay rent greater than the rent offered. The above duties of the agent
in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and
Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real
estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state
tax consequences of a transaction can be complex and subject to change.


(b)              
Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit
or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker
more than one year after the Start Date and that the liability (including court costs and attorneys’ fees), of any Broker
with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease;
provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence
or willful misconduct of such Broker.


(c)               
Lessor and Lessee agree to identify to Brokers as “Confidential” any communication or information given Brokers
that is considered by such Party to be confidential.


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 a 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. Signatures to this Lease accomplished
by means of electronic signature or similar technology shall be legal and binding.


30.             
Subordination; Attornment; Non-Disturbance.


30.1         
Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage,
deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or 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 and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee,
whereupon this Lease and such Options 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.


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. Further, within 60 days after the execution of this Lease, Lessor shall, if requested
by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any preexisting Security
Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said
60 days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery
of a Non-Disturbance Agreement.


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.


31.             
Attorneys’ Fees. If any Party or Broker 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’ fees. Such fees may be awarded in the same suit or
recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing
Party” shall include, without limitation, a Party or Broker 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 or Broker 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 in 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. In addition, Lessor shall have
the right to retain keys to the Premises and to unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed
a forcible or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges for damages or injuries or interference
with Lessee’s property or business in connection therewith.


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. Lessor may not place any sign on the exterior of the
Building that covers any of the windows of the Premises. Except for ordinary “For Sublease” signs which may be placed
only on the Premises, Lessee shall not place any sign upon the Project 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.


36.             
Consents. All requests for consent shall be in writing. 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.             
Guarantor.


37.1         
Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by AIR CRE.


37.2         
Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide:
(a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate
Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the
making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the
guaranty is still in effect.


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.             
Options. If Lessee is granted any option, as defined below, then the following provisions shall apply.


39.1         
Definition. “Option” shall mean: (a) the right to extend or reduce the term of or renew this Lease
or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal
or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to
purchase or the right of first refusal to purchase the Premises or other property of Lessor.


39.2         
Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee,
and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession
of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.


39.3         
Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option
cannot be exercised unless the prior Options have been validly exercised.


39.4         
Effect of Default on Options.


(a)               
Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default
and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice
thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given
3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding
the exercise of the Option.


(b)              
The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s
inability to exercise an Option because of the provisions of Paragraph 39.4(a).


(c)               
An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of
the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee
fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof),
or (ii) if Lessee commits a Breach of this Lease.


40.             
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. In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be
an Operating Expense.


41.             
Reservations.


(a)               
Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications
that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new
utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably
interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or title of the Building or Project
upon at least 90 days prior written notice; provide and install, at Lessee’s expense, Building standard graphics on the door
of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive
right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to
place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building
or the Project or on pole signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate
such rights. The obstruction of Lessee’s view, air, or light by any structure erected in the vicinity of the Building, whether
by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor.


(b)              
Lessor also reserves the right to move Lessee to other space of comparable size in the Building or Project. Lessor must
provide at least 45 days prior written notice of such move, and the new space must contain improvements of comparable quality to
those contained within the Premises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such
relocation, including the expenses of moving and necessary stationary revision costs. In no event, however, shall Lessor be required
to pay an amount in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this Lease.


(c)               
Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or Project or their name(s) in connection
with Lessee’s business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.


42.             
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” within 6 months shall be deemed to have waived its right to protest such payment.


43.             
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 in counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.


44.             
Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten
provisions shall be controlled by the typewritten or handwritten provisions.


45.             
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.


46.             
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 nonmonetary 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.


47.             
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.


48.             
Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or
Brokers arising out of this Lease ☐ is ☒
is not attached to this Lease.


49.             
Accessibility; Americans with Disabilities Act. (a) The Premises:


☒
have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect
the subject premises and determine whether the subject premises comply with all of the applicable construction related accessibility
standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property
owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy
or Potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The Parties shall mutually agree on the arrangements
for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs
necessary to correct violations of construction related accessibility standards within the premises.


☐
have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable
construction related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it
received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential
except as necessary to complete repairs and corrections of violations of construction related accessibility standards.


In the event that the Premises have
been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee
within 7 days of the execution of this Lease.


(b)              
Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are 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 compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary
modifications and/or additions at Lessee’s expense.


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 AIR CRE 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 AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION
OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR
LESSEE’S INTENDED USE.


WARNING: IF THE PREMISES ARE 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 ARE LOCATED.




    	 



    	 



    

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


	Executed at:		 	Executed at:	
	On:		 	On:	
	By:  	
        LESSOR:

        Mureau Road, LLC, a California LLC
	 	By:	
        LESSEE:

        Crusader Insurance Company

	 
	By:	/s/ Shawn Horwitz	 	By:	/s/ Michael Budnitsky
	Name Printed	Shawn Horwitz	 	Name Printed:	Michael Budnitsky
	Title:	Manager	 	Title:	Treasurer, CFO & Secretary
	Phone:		 	Phone:	
	Fax:		 	Fax:	
	Email:		 	Email:	
	 
	By:		 	By:	
	Name Printed		 	Name Printed:	
	Title:		 	Title:	
	Phone:		 	Phone:	
	Fax:		 	Fax:	
	Email:		 	Email:	
	Address:			Address:	
	Federal ID 

No.:		 	Federal ID No.:	
	 	 	 	 	 	 	 	 	 	 




    	 



    	 



    

ADDENDUM TO STANDARD MULTI-TENANT
OFFICE LEASE

Dated February 2, 2021

Lessor: Mureau Road, LLC, a California LLC

Lessee: Crusader Insurance Company

Property Address: 26050 Mureau Road, Calabasas, California.


Paragraph 50 — The Premises
consists of the following spaces: Approximately 24,088 Rentable Square Feet (21,203 Usable Square Feet) on the Second Floor of
the Building, and approximately 1,229 Rentable Square Feet (1,027 Usable Square Feet) on the First Floor of the Building (aka:
“Suite F” & “Lessee’s Computer Server Rooms”), for a total of approximately 25,317 Rentable
Square Feet (approximately 22,230 Usable Square Feet) (see Exhibit A (6 pages) from Heney Dong & Associates - Revised July
14, 2020).


Paragraph 51 — Notwithstanding
anything to the contrary, the following areas on the First (1st) Floor of the Building are NOT part of the common areas
and may NOT be used unless approved by Lessor in writing: 1) Reception Desk, 2) Multi-Purpose Meeting Rooms, 3) Gym and Locker
Room, 4) Kitchen and Patio Area, 5) Private Suites A, B, C, D and E (see Exhibit A) and 6) Utility Closets and Electrical Rooms;
provided, however, that Lessee shall at all times have the right to access and use that portion of the Premises located on the
First (1st) Floor, as set forth in Paragraph 50 above.


Paragraph 52 — Notwithstanding
anything to the contrary, the Lease Commencement Date shall be the earlier of: 1) February 12, 2021, or 2) The Close of Escrow
Date between Buyer (Mureau Road, LLC) and Seller (Crusader Insurance Company). In the event the Close of Escrow Date is earlier
than February 12, 2021, the daily rental rate shall be $2,034.40, which will be paid through escrow at closing.


Paragraph 53 — During the
Lease term and starting on the Commencement Date, Lessee shall have the exclusive right to use all furniture, fixtures and equipment
that was transferred from Lessee (as Seller) to Lessor (as Buyer) at the Close of Escrow (the “FF&E”). Lessee shall
have no obligation to remove such FF&E from Premises prior to, on or subsequent to the expiration or earlier termination of
the Lease.


Paragraph 54 — During the
Lease term, in connection with their use of the Premises, Lessee and Lessee’s staff, employees, vendors, and all other parties
related to and providing services to Lessee, shall, at no material cost to Lessee, follow all Centers for Disease Control Guidelines
for


Paragraph 55 — Utilities
and Janitorial: Lessee shall be responsible for 50% of the Building’s janitorial charges and 60% of the Building’s
interior and exterior electricity charges. Such charges shall be in place of, and not in addition to, any amounts due from Lessee
as “Lessee’s Share of Operating Expenses” as set forth in the Lease.




    	 



    	 



    

 


 


	LESSOR (Mureau Road, LLC)	 	LESSEE (Crusader Insurance Company)
	By:	/s/ Shawn Horwitz	 	By:	/s/ Michael Budnitsky
	Name Printed:	Shawn Horwitz	 	Name Printed:	Michael Budnitsky
	Its:	Manager	 	Its:	Treasurer, CFO & Secretary
	Date:	 	 	Date:	 
	 	 	 	 	 	 	 	 


 




    	 



    	 



    

 








 


 









    	 



    	 



    

 


 








 








 



















    	 



    	 



    

RULES AND REGULATIONS



Dated February 2, 2021



Lessor: Mureau Road, LLC, a California LLC



Lessee: Crusader Insurance Company



Property Address: 26050 Mureau Road, Calabasas, California.


1.       Lessee
shall not suffer or permit the obstruction of any Common Areas, including driveways, walkways and stairways.


2.       Lessor
reserves the right to refuse access to any persons Lessor in good faith judges to be a threat to the safety and reputation of the
Project and its occupants.


3.       Lessee
shall not make or permit any noise or odors that annoy or interfere with other lessees or persons having business within the Project.


4.       Lessee
shall not keep animals or birds within the Project, and shall not bring bicycles, motorcycles or other vehicles into areas not
designated as authorized for same.


5.       Lessee
shall not make, suffer or permit litter except in appropriate receptacles for that purpose.


6.       Lessee
shall not alter any lock or install new or additional locks or bolts.


7.       Lessee
shall be responsible for the inappropriate use of any toilet rooms, plumbing or other utilities. No foreign substances of any kind
are to be inserted therein.


8.       Lessee
shall not deface the walls, partitions or other surfaces of the Premises or Project.


9.       Lessee
shall not suffer or permit anything in or around the Premises or Building that causes excessive vibration or floor loading in any
part of the Project.


10.       Furniture,
significant freight and equipment shall be moved into or out of the building only with the Lessor’s knowledge and consent,
such consent not to be unreasonably withheld, conditioned, or delayed, and subject to such reasonable limitations, techniques and
timing, as may be designated by Lessor. Lessee shall be responsible for any damage to the Project arising from any such activity.


11.       Lessee
shall not employ any service or contractor for services or work to be performed in the Building, except as approved by Lessor in
its reasonable discretion.


12.       Lessor
reserves the right to close and lock the Building on Saturdays, Sundays and Building Holidays, and on other days between the hours
of 6:00 P.M. and 8:00 A.M. of the following day. If Lessee uses the Premises during such periods, Lessee shall be responsible for
securely locking any doors it may have opened for entry. Notwithstanding, Lessee shall have access to the Building and Premises
24 hours a day and 7 days a week.


13.       Lessee
shall return all keys at the termination of its tenancy and shall be responsible for the cost of replacing any keys that are lost.


14.       No
awnings shall be installed or used by Lessee.


15.       No
Lessee, employee or invitee shall go upon the roof of the Building.


16.       Lessee
shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.


17.       Lessee
shall not use any method of heating or air conditioning other than as provided by Lessor.


18.       Lessee
shall not install, maintain or operate any vending machines upon the Premises without Lessor’s written consent.


19.       The
Premises shall not be used for lodging or manufacturing, cooking or food preparation.


20.       Lessee
shall comply with all safety, fire protection and evacuation regulations established by Lessor or any applicable governmental agency.


21.       Lessor
reserves the right to waive any one of these rules or regulations, and/or as to any particular lessee, and any such waiver shall
not constitute a waiver of any other rule or regulation or any subsequent application thereof to such lessee.


22.       Lessee
assumes all risks from theft or vandalism and agrees to keep its Premises locked as may be required.


23.       Lessor
reserves the right to make such other reasonable rules and regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Project and its occupants. Lessee agrees to abide by these and such rules and regulations.