AIR COMMERCIAL REAL ESTATE ASSOCIATION


STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT
LEASE – NET


 


1.     Basic
Provisions ("Basic Provisions").


 


1.1           
Parties: This Lease ("Lease"), dated for reference purposes only May 1, 2012, is made by and between COP-Western
Avenue, LLC, a California limited liability company ("Lessor") and Fujitsu Ten Corp. of America, a California
corporation ("Lessee"), (collectively the "Parties", or individually a "Party").


1.2(a)       Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by
Lessor under the terms of this Lease, commonly known by the street address of 20100 and 20200 Western Avenue located in the City
of Los Angeles , County of Los Angeles , State of California , with zip code 90501 , as outlined on Exhibit A attached hereto ("Premises")
and generally described as (describe briefly the nature of the Premises): Two (2) separate warehouse and office spaces totaling
approximately 56,520 square feet. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee
shall have non-exclusive rights to any utility raceways of the building containing the Premises ("Building") and
to the common Areas (as defined in Paragraph 2.7 below), but shall not have any rights to the roof or exterior walls of the 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." (See
also Paragraph 2 and Addendum Paragraph 64)


1.2(b)      
Parking: 105 unallocated and unreserved vehicle parking spaces. (See also Paragraph 2.6 and Addendum Paragraph 54))


1.3         
 Term: Seven (7) years and No (0) months ("Original Term") commencing June 1, 2012 ("Commencement
Date") and ending May 31, 2019 ("Expiration Date"). (See also Paragraph 3)


1.4         
  Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing upon
lease execution and delivery of funds set forth in Section 1.7 below ("Early Possession Date").


(See also Paragraphs 3.2 and 3.3)


1.5         
 Base Rent: $ 43,269.30 per month ("Base Rent"), payable on the first day of each month commencing June
1, 2012 (See also Paragraph 4 and Addendum Paragraph 51).


þ
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 50 of Addendum


1.6         
 Lessee's Share of Common Area Operating Expenses: forty-eight and 54/100ths percent (48.54%) ("Lessee's Share").
Lessee's Share has been calculated by dividing the approximate rentable square footage of the Premises by the approximate square
footage of the Project and shall not be subject to revision except in connection with an actual change in the size of the Premises
or a change in the space available for lease in the Project.


1.7         
 Base Rent and Other Monies Paid Upon Execution:


(a) Base
Rent: $21,634.60 for the period 2/01/2013-2/28/2013 (See Par. 51 of Addendum)


(b) Common
Area Operating Expenses: $11,969.20 for the period 6/1/2012 - 6/30/2012 (see Paragraph 51 of Addendum)


(c) Security
Deposit: $170,500.00 ("Security Deposit"). (See also Paragraph 5)


(d) Other:
$ N/A for


(e) Total
Due Upon Execution of this Lease: $ 196,656.60.


1.8        
 Agreed Use: Warehouse, repair center, distribution and administrative offices for automotive technology and components.
(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)


(a) Representation:
The following real estate brokers (the "Brokers") and brokerage relationships exist in this transaction


(Check applicable boxes):


þ
CBRE, Inc. represents Lessor exclusively ("Lessor's Broker");


þ
Collier's International represents Lessee exclusively ("Lessee's Broker"); or


 ̈
____________________________________________________________________represents both Lessor and Lessee ("Dual Agency").


(b) Payment to Brokers:
Pursuant to a separate written agreement between Lessor and Lessor’s Broker.


 


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1.11         
Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A ("Guarantor"). (See
also Paragraph 37)


1.12         
Attachments. Attached hereto are the following, all of which constitute a part of this Lease:


þ
an Addendum consisting of Paragraphs 50 through 57;


þ a
site plan depicting the Premises; (Exhibit A)


 £ a site plan depicting the Project;


£ a current set of the Rules and Regulations
for the Project;


£ a current set of the Rules and Regulations
adopted by the owners' association;


£ a Work Letter;


þ
other (specify); Exhibit B - Tenant Improvements/Allowance


                Exhibit C - Designated Reserved Parking.


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 that portion of the Premises contained within the Building ('Unit") to Lessee
broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"),
and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within
thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating
and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Unit,
other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the
roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous
levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists
as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period,
Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after
receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction
or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and
(ii) 120 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice
within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of
Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing
walls - see Paragraph 7).         


2.3         
Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply
with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also
with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date ("Applicable
Requirements"). Said warranty does not apply to the specific and unique use to which Lessee will put the Premises, modifications
which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's specific and unique use
(see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee.
NOTE: Lessee is responsible for determining whether or not the Applicable Requirements and especially the zoning are appropriate
for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not
comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting
forth with specificity the nature and extent of such non-compliance rectify the same at Lessor's expense. If Lessee does not give
Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance
shall be the obligation of Lessee at Lessee's sole cost and expense, provided, however, if such noncompliance was not readily
apparent, then such warranty shall extend for a period of 24 months from the Commencement Date. 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
Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification
of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such
work as follows:


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


(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 the amortized
portion of such costs reasonably attributable to the Premises amortized over the useful life of such Capital Expenditure as reasonably
determined by Lessor. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, Lessor reasonably
determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease
upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's
termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender
its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest,
from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance
of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee
shall have the right to terminate this Lease upon 30 days written notice to Lessor.


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


 





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2.4
         Acknowledgements. Lessee acknowledges that:
(a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor 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 the Americans with Disabilities Act),
and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to
such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not
relying on any representation as to the size of the Premises made by 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. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to
the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective
work.


2.6            Vehicle
Parking. Lessee shall be entitled to use the number of parking spaces specified in Paragraph 1.2(b) on those portions of the
Common Areas designated from time to time by Lessor for parking without additional charge. Lessee shall not use more parking spaces
than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up
trucks, herein called "Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by
adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the
Common Area without the prior written permission of Lessor. In addition:


(a)
Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers,
shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor
for such activities. Lessor acknowledges that Lessee will be driving vehicles into the electronics repair portion of the
Premises and consents to such use by Lessee.


(b) Lessee
shall not service or store any vehicles in the Common Areas.


(c) If
Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, 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 Unit that are provided
and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers, contractors and invitees, including 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 non-exclusive 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 establish, 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. Such Rules and Regulations shall be enforced by Lessor in a non-discriminatory manner. 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 non-compliance with
said Rules and Regulations by other tenants of the Project.


2.10          Common
Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:


(a) To make changes to the Common Areas, including,
without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading
and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; provided, however,
such actions do not materially and adversely affect Lessee's access to or use of the Premises.


(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; provided, however, such actions do not materially and adversely affect Lessee's access to or use of the Premises.


(e) To use the Common Areas while engaged
in making additional improvements, repairs or alterations to the Project, or any portion thereof provided Lessor shall use good
faith efforts to minimize disruption to Lessee; 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 provided Lessor shall use good faith efforts to minimize disruption to Lessee.


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 Early Possession.
Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available
for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive
right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation
to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited
to the obligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to
maintain the Premises) shall be in effect during such period .Any such Early Possession shall not affect the Expiration Date. 


 





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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 therefore, 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 be 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 tender possession of the Premises to Lessee until Lessee complies with its obligation
to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of
its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election
to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions
prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions
are satisfied.


4.             Rent.


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


4.2           
Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's
Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year
of the term of this Lease, in accordance with the following provisions:


(a)          
"Common Area Operating Expenses" are defined, for purposes of this Lease, as all commercially reasonable costs
incurred by Lessor relating to the ownership and operation of the Project, including, but not limited to, the following:


(i) The operation,
repair and maintenance, in neat, clean, good order and condition , and if necessary the replacement, of the following:


(aa)         
The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways,
walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators,
roofs, exterior walls of the buildings, building systems and roof drainage systems.


(bb)         
Exterior signs and any tenant directories.


(cc)          
Any fire sprinkler systems.


(dd)         
All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any
other space occupied by a tenant.


(ii)         
The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.


(iii)        
The cost of trash disposal, pest control services, property management, security services, owners' association dues and fees, the
cost to repaint the exterior of any structures and the cost of any environmental inspections.


(iv)         
Reasonable reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment.


(v)           Real
Property Taxes (as defined in Paragraph 10).


(vi)         
The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.


(vii)        
Any deductible portion of an insured loss concerning the Building or the Common Areas.


(viii)       
Auditors', accountants' and attorneys' fees and costs related to the operation, maintenance, repair and replacement of the Project.


(ix)         
The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided;
however, that Lessor shall allocate the cost of any such capital improvement over the useful life of such capital improvement as
reasonably determined by Lessor and Lessee shall not be required to pay more than Lessee's Share of the amortized cost of such
capital improvement in any given month.


(x)          
The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense.


(b)          
Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any
other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building,
or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to
the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor
to all buildings in the Project.


(c)          
The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation
upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same,
Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.


(d)         
Lessee's Share of Common Area 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 annual Common Area Operating Expenses. Within 120 days after the end
of each calendar year Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common
Area Operating Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit
the amount of such over-payment 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 30 days after delivery by Lessor to Lessee of the statement.


(e)           
Common Area 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 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 Common Area Operating
Expenses, and any remaining amount to any other outstanding charges or costs.


 





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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. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate
a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable
judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of
Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit
to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the
Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall
return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered
to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.


6. Use.


6.1           
Use. Lessee shall use and occupy the Premises only for the Agreed Use, 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 reptiles. Lessor shall not unreasonably withhold or delay its consent
to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the
Building or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Project. 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, by-products or fractions thereof.
Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without
the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable
Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report,
notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the
Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons
entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary
materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid
paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements,
is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage
or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving
such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment
against damage, contamination, injury and/or liability, including, but not limited to, the 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 promptly 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 any third party under Lessee's direction or control.


(d)          
Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor,
if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties,
and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party under Lessee's direction or control (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.


 





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(e)          
Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees
and lenders, harmless from and against any and all damages, liabilities, judgment claims, expenses, penalties and attorneys' and
consultant's fees including the cost of remediation, which are suffered as a direct result of Hazardous Substances on the Premises
prior to Lessee taking possession 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 the Lessee taking possession, 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. Lessee
shall only be responsible to conduct or reimburse Lessor for any investigations with respect to any existing Hazardous Substances
on the Premises caused by Lessee or third parties under Lessee's direction or control.


(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, $500,000.00 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 $500,000.00. 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 reasonable requirements
of any applicable fire insurance underwriter or rating bureau, without regard to whether said 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 promptly 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 shall
have the right to enter into Premises at any time, in the case of an emergency, and otherwise during normal business hours after
reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this
Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements by Lessee or any
third party under Lessee's direction or control, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be
imminent due to any acts or omissions of Lessee or any third party under Lessee's direction or control, or the inspection is requested
or ordered by a governmental authority due to any acts or omissions of Lessee or any third party under Lessee's direction or control.
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.


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


7.1         
Lessee's Obligations.


(a)         
In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense,
keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good
order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same,
are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use,
any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities,
such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior
surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the
responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall
exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts
required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to
keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.


(b)         
Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary
form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements,
if any, if and when installed on the Premises: (i) HVAC equipment, However, Lessor reserves the right, upon notice to Lessee, to
procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.


 





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


(d)           Replacement.
Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting
from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(a) cannot be repaired
other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor,
and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder
of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of which is the number of months in the useful life
of such item as reasonably determined by Lessor. Lessee shall pay Interest on the unamortized balance but may prepay its obligation
at any time.


7.2           Lessor's
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area 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 foundations, exterior walls, structural condition of interior
bearing walls, exterior roof (including roof membrane), fire sprinkler system, Common Area fire alarm and/or smoke detection systems,
fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas
and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph
4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to
maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now
or hereafter in effect to the extent it is inconsistent with the terms of this Lease.


7.3          Utility
Installations; Trade Fixtures; Alterations.


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


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


(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 material man’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 at the time Lessor consents to the installation of such Lessee Owned Alterations
and Utility Installations pursuant to Paragraph 7.3(b) above. Lessor may require that any or all Lessee Owned Alterations or Utility
Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any
part of any Lessee Owned Alterations or Utility Installations made without the required consent.


(c)           Surrender;
Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary
wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been
prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall
surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and
tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee.
Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee,
or any third party under Lessee's direction or control (except Hazardous Substances which were deposited via underground migration
from areas outside of the Project) even if such removal would require Lessee to perform or pay for
work that exceeds statutory 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. 


 


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8.          Insurance;
Indemnity.


8.1          Payment
of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b),
8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond,
the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.


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 $5,000,000 or an umbrella policy of not less than $5,000,000. Lessee shall add Lessor as an
additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers
or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons
or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract"
for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit
the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies)
which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose
insurance shall be considered excess insurance only.


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


(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. Lessee shall provide Lessor with written evidence
that such insurance is in force.


(b)           
Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance as would be offered in
a standard commercial property policy. The coverage would activate and claim be pursued when loss is caused by a covered peril.


(c)           
Worker's Compensation Insurance. Lessee shall obtain and maintain Worker’s Compensation Insurance in such amount as
may be required by Applicable Requirements.


(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 certificates with copies of the required endorsements
evidencing the existence and amounts of the required insurance. Lessee
shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable
by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of
this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the
other Party may, but shall not be required to, procure and maintain the same.


 





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


8.8         
Exemption of Lessor and its Agents from Liability. Except to the extent caused by the gross negligence or willful misconduct
of Lessor, its agents or employees, 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 9 months or less from the date of the damage
or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or
not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows,
doors, and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph
7.1.


(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 9 months or
less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage
or destruction as to whether or not the damage is Partial or Total.


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


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


(e)           
"Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of,
or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires 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 $10,000 or less, and, in such event, Lessor shall
make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,
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.


 





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9.3
          Partial Damage - Uninsured Loss.
If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which
event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible
at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving
written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination
shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall
have the right within 30 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 9 months of this Lease there is damage for which the cost to
repair exceeds three one month's Base Rent, whether or not an Insured Loss, either party may terminate this Lease effective
60 days following the date of occurrence of such damage by giving a written termination notice to the other party 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, All
other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided herein.


(b)           
Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful
way, such repair or restoration within 90 days after such obligation shall accrue, or complete the same within 240 days after obtaining
permits, 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       
Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate,
general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement
bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the 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 and where the proceeds so generated are to be applied
by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term "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. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall
be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar
year and tax year have in common.


10.2       
Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to
the Project and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions
of Paragraph 4.2.


10.3       
Additional Improvements. Common Area 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
Common Area 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. 


 





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11.          Utilities
and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in
Lessor's reasonable judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other
commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of
the trash receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may increase Lessee's
Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any
respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental
request or directions.


12.          Assignment
and Subletting.


12.1        Lessor's
Consent Required.


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


(b)           Unless
Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall
constitute an assignment requiring consent. The transfer, on a cumulative basis, of 50% or more of the voting control of Lessee
shall constitute a change in control for this purpose.


(c)           The
involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing,
transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets
occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth
as 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)           Other
than a Permitted Transfer as set forth in the Addendum, an assignment or subletting without consent shall, at Lessor's option,
be a Default curable after notice per Paragraph 13.1(c), 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 non-fixed 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, ie. 20 square feet or less, to be used by a third
party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.


12.2        Terms
and Conditions Applicable to Assignment and Subletting.


(a)           Regardless
of 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 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 therefore 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.


 





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(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)           


(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 5
days following written notice to Lessee.


(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 data safety 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 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 knowingly and 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 limiting Lessor in the exercise
of any right or remedy which Lessor may have by reason of such Breach:


 





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(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 damages under Paragraph 12. 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, tenant improvement allowance, 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 unused or unpaid Inducement Provision shall automatically be deemed deleted from this Lease
and of no further force or effect, and the unamortized portion as amortized over the term of the Lease of 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 5% 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 as to scheduled payments
(such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from
the date 5 days after the date due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. 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 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 two month's Base Rent, reserving Lessee's right to 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 prior
to any offset.


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 floor area of the Unit, or more than 25% of
the parking spaces is 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.


 





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15.         
Brokerage Fees.


15.1


15.2


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 or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than
said named Brokers 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 the AIR Commercial Real Estate Association, 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.


(c)          If
Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee shall within 15 days after written notice
from Lessor deliver to any potential lender or purchaser designated by Lessor such recent financial statements as may be
reasonably required by such lender or purchaser, including but not limited to Lessee's most recently prepared financial
statements. All such financial statements shall be received by Lessor and such lender or purchaser in confidence, shall
be used only for the purposes herein set forth and upon the request of Lessee such parties shall sign a commercially reasonable
non-disclosure agreement regarding such financials.


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 Premises, and to no other assets of
Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's
partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.


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


22.         No
Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. 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, 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 transmitted by facsimile transmission or similar means shall be deemed delivered
upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered
via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business
day.


 





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24.          Waivers.


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


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


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. 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.


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.


 





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


30.3          Non-Disturbance.
With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement")
from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any
options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner
of the Premises. 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 pre-existing 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 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 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 during normal business hours after reasonable prior notice for the purpose of showing the same
to prospective purchasers, lenders, or during the last 12 months of the term, to 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
on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.


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


34.         Signs.
Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during
the last 6 months of the term hereof. Except for ordinary "For Sublease" signs 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.
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 than 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 the AIR Commercial
Real Estate Association.


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 an 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.


 





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39.2       
Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee and any
Permitted Transferee (as defined in the Addendum), and cannot be assigned or exercised by anyone other than said original Lessee
or a Permitted Transferee and only while the original Lessee or a Permitted Transferee is in full possession of the Premises


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.


41.       
Reservations. 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, and (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 access to and use of the Premises by Lessee. Lessee agrees to sign any documents reasonably
requested by Lessor to effectuate such rights.


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 non-monetary modifications
to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of
the Premises.


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 þ
is not attached to this Lease.


49. Americans
with Disabilities Act. Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific
use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar
legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be
in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. Lessor has not
received any written notice from any governmental agency stating that the Premises are not in compliance with ADA.


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


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


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


2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE
THE CONDITION OF THE PREMISES. SAID


INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING
SYSTEMS, 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.




 





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	©1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM MTN-11-3/10E


 






    	 



    	 



    
   


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





	Executed at:	 	  Executed at:	 




 





	On:	 	  Executed at:	 







 


	By Lessor:	 	By Lessee:
	 	 	 
	COP –Western, LLC	 	Fujitsu Ten Corp of America
	a California limited liability company	 	a California corporation
	By: /s/ Jonathon Carley	 	By: /s/ Lawrence S. Kutsch
	Named Printed:   Jonathon Carley	 	Name Printed    Lawrence S. Kutsch
	Title: Director Asset Management of Manager	 	Title: EVP Administration
	 	 	 
	By: /s/ Terry Roussel	 	By:
	Name Printed: Terry Roussel	 	Name Printed:
	Title:   Chief Executive Officer of Manager	 	Title:
	Address: c/o Cornerstone Real Estate Funds	 	Address: 20100 Western Avenue
	1920 Main Street, Suite 400	 	Los Angeles, CA 90501
	Irvine, CA 92614	 	 
	Telephone: (949) 852-1007	 	Telephone: (   )
	Facsimile:   (949) 852-2729	 	Facsimile:   (  )
	Email:	 	Email:
	Email:	 	Email:
	Federal ID No.	 	Federal ID No.


 


	BROKER:	 	BROKER:
	 	 	 
	CBRE Inc.	 	Colliers International
	 	 	 
	Attn: John Schumacher	 	Attn: David Drummond
	Title: Exec. Vice President	 	Title: Exec. Vice President
	Address: 2221 Rosecrans Ave., Ste.100	 	Address: 2050 W. 190th Street, Ste. 101
	El Segundo, CA 90245	 	Torrance, CA  90504
	Telephone: (949) 852-1007	 	Telephone: (   )
	Facsimile:   (949) 852-2729	 	Facsimile:   (  )
	Email:	 	Email:
	Email:	 	Email:
	Federal ID No.	 	Federal ID No.
	Broker/Agent DRE License #:	 	Broker/Agent DRE License #
	 	 	 	 


 


NOTICE: These forms are often modified to meet changing requirements
of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate
Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.


 


©Copyright 1999 By AIR Commercial
Real Estate Association.


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


 





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ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT


LEASE – NET


 


DATED MAY 1, 2012 BY AND BETWEEN
COP – WESTERN AVENUE, LLC, A


CALIFORNIA LIMITED LIABILITY COMPANY
(“LESSOR”), AND FUJITSU


TEN CORP. OF AMERICA, A CALIFORNIA CORPORATION
(“LESSEE”)


all of which constitute a part of the
Lease attached hereto.


 


50.        Base Rent Adjustments. The
Base Rent, set forth in Paragraph 1.5, shall be increased during the Term as follows:


 


June 1, 2014 through May 31, 2016:          $45,865.46
per month, which consists of $27,034.51 for 20100 Western Avenue and $18,830.95 for 20200 Western Avenue.


 


June 1, 2016 through May 31, 2018:          $48,617.39
per month, which consists of $28,656.58 for 20100 Western Avenue and $19,960.81 for 20200 Western Avenue.


 


June 1, 2018 through May 31, 2019:          $51,534.43
per month, which consists of $30,375.97 for 20100 Western Avenue and $21,158.46 for 20200 Western Avenue.


 


51.         
Abated Rent.     Notwithstanding anything to the contrary in the Lease, Lessee shall not be responsible for any Base
Rent or Lessee’s Share of Real Property Taxes under the Lease during the first eight months (June 2012 through January 2013)
of the Term (the “Full Abated Rent”). Additionally, Lessee shall not be responsible for one-half (1/2) of the Base
Rent under the Lease during the months of February 2013 through May 2013 (the “Partial Abated Rent” and together with
the Full Abated Rent, the “Abated Rent”). In the event of a Breach by Lessee of this Lease, Lessee’s right to
any future Abated Rent shall be immediately terminated and Lessee shall owe and shall


immediately repay to Lessor the unamortized
portion of Abated Rent as described in Paragraph 13.3. The remedies in this Paragraph 51 are in addition to and shall not limit
Lessor’s other remedies under the Lease or at law or equity for a Breach or Default by Lessee. The estimated Common Area
Operating Expenses shown in Paragraph 1.7(b) of


the Lease includes Lessee’s Share
of Real Property Taxes, so Lessee shall only pay $4,522.00 for the estimated Common Area Operating Expenses for the months of June
2012 through December 2012, subject to the annual reconciliation of the Common Area Operating Expenses as set forth in Paragraph
4.2 of the Lease. Additionally,


notwithstanding anything to the contrary
in this Lease, Lessee shall not be responsible for Lessee’s Share of Common Area Operating Expenses or Real Property Taxes
during Early Possession.


 


52.         
Early Lease Termination.          
Lessee shall have the one-time option to terminate all or portion of the Lease as expressly set forth below:


 


a.           
Entire Lease.    Notwithstanding anything to the contrary set forth herein and provided that Lessee shall have not previously
executed its option to terminate the Lease as to a portion of the Premises as set forth in Paragraph 52(b) below, Lessee shall
have the onetime right to terminate this Lease during the Original Term (the “Full Termination Option”) effective any
time between July 1, 2017 and November 30, 2017 (the Termination Period”), provided that Lessee shall (i) deliver
a written notice to Lessor at least one hundred eighty (180) days prior to the selected effective date of such entire termination
of the Lease within the Termination Period (the “Early Full Termination Date”), (ii) on or before the Early Full Termination
Date, deliver funds to Lessor in an amount equal to all “Full Unamortized Leasing Costs” (as defined below) which shall
be reasonably calculated by Lessor, and (iii) have paid to Lessor all Rent due under the Lease for the period prior to the Early
Full Termination Date. “Full Unamortized Leasing Costs” shall mean the unamortized amount of all Abated Rent, any Allowance
provided to Lessee by Lessor for tenant improvements, and all leasing commissions paid by Lessor as of the Early Full Termination
Date amortized over eighty-four (84) months. Lessee’s failure to pay the Full Unamortized Leasing Costs and Rents due for
the period prior to the Early Full Termination Date on or before the Early Full Termination Date will terminate the Full Termination
Option and the Partial Termination Option (as defined below) and make each of them null and void.


 



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b.           
Partial Premises.    Notwithstanding anything to the contrary set forth herein and subject to the Rent adjustment and any other
revisions to the terms of the Lease set forth below, Lessee shall have the one-time right to terminate its obligations and rights
to lease the Warehouse Portion (as defined below) of the Premises (the “Partial Termination Option”) effective any
time during the Termination Period, provided that Lessee shall (i) deliver a written notice to Lessor at least one hundred
eighty (180) days prior to the selected effective date of such partial termination of the Lease within the Termination Period (the
“Early Partial Termination Date”), (ii) on or before the Early Partial Termination Date, deliver funds to Lessor in
an amount equal to all “Partial Unamortized Leasing Costs” (as defined below) which shall be reasonably calculated
by Lessor, (iii) have paid to Lessor all Rent due under the Lease for the period prior to the Early Partial Termination Date, and
(iv) have fully vacated and removed all its property from the Warehouse Portion (as defined below) prior to the Early Partial Termination
Date as set forth in Paragraph 7.4 of the Lease. “Warehouse Portion” shall mean that portion of the Premises commonly
known as 20200 Western Avenue being approximately 26,515 square feet. “Partial Unamortized Leasing Costs” shall mean
one-half (1/2) of the unamortized amount of all Abated Rent, any Allowance provided to Lessee by Lessor for tenant improvements,
and all leasing commissions paid by Lessor as of the Early Partial Termination Date amortized over eighty-four (84) months. Lessee’s
failure to pay the Partial Unamortized Leasing Costs and Rents due for the period prior to the Early Partial Termination Date on
or before the Early Partial Termination Date will terminate the Partial Termination Option and the Full Termination Option and
make each of them null and void. Notwithstanding Section 50 above and provided that Lessee has effectively exercised and performed
under its Partial Termination Option (being the “Partial Termination”), upon and after the Early Partial Termination
Date: (a) the Warehouse Portion shall be deemed excluded from the Premises for all future purposes under the Lease; (b) Lessee
shall have no rights in or to the Warehouse Portion; (c) the monthly Base Rent for the revised Premises shall be $28,656.58 through
May 31, 2018 and then increased to $30,375.97 on June 1, 2018 through the rest of the Original Term; and (d) Lessee’s Share
shall be reduced to twenty-five and 77/100ths percent (25.77%). Upon and after the Partial Termination, Lessee shall certify to
any third party that may be acquiring an interest or right in or to the Warehouse Portion that Lessee no longer has any rights
or claims to use the Warehouse Portion.


 


53.          Option to Renew.           Lessee
shall, provided the Lease is in full force and effect and Lessee is not in Breach under any of the other terms and conditions of
the Lease at the time of notification or commencement, have one (1) option to renew this Lease for a term of sixty (60) months,
for the portion of the Premises being leased by Lessee as of the date the renewal term is to commence, on the same terms and conditions
set forth in the Lease, except as modified by the terms, covenants and conditions as set forth below:


 


               a.           If Lessee elects to exercise
said option, then Lessee shall provide Lessor with written notice not later than the date which is nine (9) months prior to the
Expiration Date and not earlier then the date which is twelve (12) months prior to the Expiration Date. If Lessee fails to provide
such notice in a timely manner, Lessee’s option shall automatically terminate and Lessee shall have no further or additional
right to extend or renew the Term of the Lease.


 


               b.           The monthly Base Rent in effect
at the expiration of the Original Term of the Lease shall be adjusted to reflect the current fair market rental and escalations
for comparable space in the Building or Project and in other similar office/industrial buildings within the Torrance area as of
the date the renewal term is to commence (the “Fair Market Rate”), taking into account the specific provisions of the
Lease which will remain constant.


Lessor shall advise Lessee of the new Base
Rent for the Premises no later than fifteen (15) days after receipt of Lessee's written request therefore. Said notification of
the new Base Rent may include a provision for its escalation to provide for a change in Fair Market Rate between the time of notification
and the commencement of the renewal term. If Lessee and Lessor are unable to agree on a mutually acceptable rental rate no later
than ninety (90) days prior to the Expiration Date, then Lessor and Lessee shall each appoint a qualified MAI appraiser with at
least five (5) years’ of experience appraising comparable properties within the Torrance area on or before the date which
is no later than seventy-five (75) days prior to the Expiration Date. Those two appraisers designated by the parties shall appoint
a third MAI appraiser doing business in the area on or before the date which is no later than sixty (60) days prior to the Expiration
Date. The three appraisers shall decide upon the Fair Market Rate for the Premises as of the Expiration Date by a majority vote
(2 of the 3 appraisers). The Fair Market Rate decided by majority vote of the appraisers shall become the Base Rent and escalations
for the renewal term. Lessor and Lessee shall equally share in the expense of the appraisers except that in the event the Fair
Market Rate determined by the appraisers is found to be within three percent (3%) of the original Fair Market Rate quoted by Lessor,
then Lessee shall bear the full cost of all the appraisal process.


                c.          This option is not transferable except to a Permitted
Transferee (defined below). The parties hereto acknowledge and agree that they intend that the aforesaid option to renew this Lease
shall be "personal" to Lessee as set forth above and that in no event will any assignee or sublessee have any rights
to exercise the aforesaid option to renew.


 


d.           
Lessee shall have no Termination Option during any renewal period.


 



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54.         
Reserved Parking; Revised Parking for Termination. Notwithstanding Section 1.2(b) of this Lease, Lessor shall designate
or mark those sixty (60) parking spaces set forth of Exhibit “C” attached hereto as “reserved” for the
benefit of Lessee (the “Reserved Parking Spaces”). Notwithstanding anything in Paragraph 1.2(b) or elsewhere in the
Lease, should Lessee complete the Partial Termination as described above, Lessee shall only be entitled to fifty-five (55) total
parking spaces of which thirty (30) of those shall be marked Reserved Parking Spaces.


 


55.          Conflict/Defined Terms.
If the terms of this Addendum conflict with the terms of the Lease, the terms of this Addendum shall prevail. Any terms
not defined herein shall have the meanings ascribed to them under the Lease.


 


56.         
Exclusions from Common Area Operating Expenses; Right to Audit; Gross-Up.


 


a.            Exclusions.          Notwithstanding
anything to the contrary contained in the Lease or this Addendum, including Paragraph 4.2 of the Lease, the following are
excluded from the definition of Common Area Operating Expenses: (i) the costs of repair, replacement, or restoration work
occasioned by any damage or destruction pursuant to Article 9 or Condemnation pursuant to Article 13; (ii) finance and debt
service fees, principal and/or interest on debt or amortization payments on any mortgages executed by Lessor covering
Lessor’s property, any other indebtedness of Lessor, and rental under any ground lease or leases for the Building,
Common Areas and/or the Project; (iii) any depreciation allowance or expense, amortization (except as expressly permitted by
the Lease), and expense reserves and other non-cash items; (iv) management fees in excess of five percent (5%) of gross
revenue and rents; (v) any costs or expenses representing any amount paid for services and materials to a (personal or
business) related person, firm, or entity of Lessor, the property manager, or any of their principals to the extent such
amount exceeds the amount that would have been paid for such service or materials at the then existing market rates in the
absence of such relationship; (vi) insurance costs for coverage not customarily paid by tenants of similar projects in the
vicinity of the Building, and increases in insurance costs caused by special nature or activities of another occupant of the
Project; (vii) costs incurred in connection with the presence of any Hazardous Substances, except to the extent caused by the
release or emission of the Hazardous Substance in question by Lessee or any third party under its direction or control;
(viii) the costs and expenses attributable to the construction of the Building, including correcting defects in the
construction of the Building or in the Building equipment; (ix) the costs of repairs or maintenance which are covered by
warranties or service contracts in existence on the Commencement Date and to the extent such maintenance and repairs are made
at no cost to Lessor; (x) the costs of repairs, alterations, and general maintenance necessitated by the negligence or
willful misconduct of Lessor or its agents, employees, or contractors or repairs, alterations, and general maintenance
necessitated by the negligence or willful misconduct of any other occupant of the Project or any of their respective agents,
employees, contractors, invitees, or licensees; (xi) interest or penalties due to the late payment of taxes, utility bills or
other such costs, except to the extent caused by Lessee; (xii) any amount payable by Lessor by way of indemnity or for
damages or which constitute a fine or penalty, including interest or penalties for late payment; (xiii) any cost for overtime
or other expenses to Lessor in curing defaults; (xiv) the costs including fines, penalties, and legal fees incurred due to
violations by Lessor, its employees, agents, or contractors or assigns, or any other occupant of the Project of building
codes, any governmental rule or requirement or any other contract pertaining to the Premises; (xv) any of the following tax
or assessment expenses: (a) penalties and interest, other than those attributable to Lessee’s failure to comply timely
with its obligations pursuant to the Lease, (b) increases in Real Property Taxes (whether increases result from increased
rate, valuation, or both) attributable to additional improvements to the Project unless constructed for
Lessee’s primary benefit or for the common benefit of Lessee and other tenants in the Project, and (c) any Real
Property Taxes in excess of the amount which would be payable if such tax or assessment expense were paid in installments
over the longest possible term; (xvi) Lessor’s general overhead; and (xvii) bad debt expenses and charitable
contributions and donations of Lessor.


 



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b.           
Right to Audit.          In the event Lessee disputes the amount of Common
Area Operating Expenses payable by Lessee, provided Lessee is not then in Default of the Lease (other than a default for failure
to pay Lessee’s Share of Common Area Operating Expenses) and no event shall have occurred which with the passage of time
would constitute an event of Default under the Lease (other than a default for failure to pay Lessee’s Share of Common Area
Operating Expenses), Lessee shall be entitled to retain an independent, certified public accountancy firm (the "CPA")
engaged on a noncontingency fee basis, or an employee of Lessee, to audit and/or review Lessor’s general ledger of expenses
with respect to the calculation of Common Area Operating Expenses. Lessee shall give notice ("Inspection Notice") to
Lessor of Lessee's intent to audit within ninety (90) days after Lessee's receipt of Lessor's expense statement which sets forth
Lessor's actual Common Area Operating Expenses for the previous calendar year, identifying the expense in question and setting
out in reasonable detail the reason why such expense should not be binding on Lessee. Such audit shall be conducted at a mutually
agreeable time during normal business hours at the office of Lessor or its management agent where such accounts are maintained
or at such other location as the parties shall mutually agree. If Lessee does not cause such audit to be accomplished within ninety
(90) days after Lessor’s receipt of the Inspection Notice, Lessee’s right to object to any such expense shall terminate.
In no event shall Lessee be entitled to so inspect such records more than once per fiscal year. Lessee shall pay all costs of such
audit including, without limitation, any and all copying costs, unless the actual Common Area Operating Expenses submitted to Lessee
by Lessor for any fiscal year are determined by the CPA to be overstated by five percent (5%) or greater in which event Lessor
shall pay for the reasonable out-of-pocket costs incurred by Lessee in connection with the audit. The amount of Additional Rent
payable by Lessee to Lessor shall be appropriately adjusted on the basis of such audit and, if the audit shows (a) that Lessor
has overcharged Lessee, then Lessor shall credit such overcharge against the next installment of Rent coming due hereunder or (b)
that Lessor has undercharged Lessee, then Lessee shall pay to Lessor such amount due as Additional Rent within thirty (30) days
following the completion of such audit. All of the information obtained by Lessee and/or its auditor in connection with such audit,
as well as any compromise, settlement, or adjustment reached between Lessor and Lessee as a result thereof, shall be held in strict
confidence and, except as may be required pursuant to litigation, shall not be disclosed to any third party, directly or indirectly,
by Lessee or its auditor or any of their officers, agents or employees. Lessor may require Lessee's auditor to execute a separate
confidentiality agreement affirming the foregoing as a condition precedent to any audit. In the event of a violation of this confidentiality
covenant in connection with any audit, then in addition to any other legal or equitable remedy available to Lessor, Lessee shall
forfeit its right to any reconciliation or cost reimbursement payment from Lessor due to said audit (and any such payment theretofore
made by Lessor shall be promptly returned by Lessee), and Lessee shall have no further audit rights under this Lease.


 


57.         Assignment
and Subletting; Permitted Transfers.         Notwithstanding
anything to the contrary in the Lease or this Addendum, including Paragraph 12 of the Lease, and provided that Lessee shall
not be in Default under the terms of the Lease, Lessee may, without Lessor’s prior written consent and without the
right of recapture, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, or other entity controlling,
controlled by or under common control with Lessee with common ownership, directly or indirectly with Lessee, (ii) a successor
corporation or entity related to Lessee by merger, consolidation, acquisition, non-bankruptcy reorganization, or government
action; or (iii) a purchaser of substantially all of Lessee’s assets; provided that such transferee or subtenant
assumes the Lessee’s obligations of the Lease in writing of which a copy shall be delivered to Lessor. Any of the above
are referenced hereafter as a "Permitted Transfer", and the transferee is referenced as "Permitted
Transferee". Notwithstanding the above, Lessee shall only be permitted to assign, sublet or transfer to a Permitted
Transferee without the consent of Lessor, if, and only if, such Permitted Transferee at the time of such proposed assignment
or sublease has a net worth equal to or greater than the net worth of Lessee at the time of such proposed assignment or
sublease as determined using generally accepted accounting principles. Prior to any Permitted Transfer, Lessee shall deliver
financial statements of the proposed transferee, assignee or sublessee prepared in conformity with generally accepted
accounting principles.


 


58.         
Hazardous Substances.          Lessor acknowledges that Lessee’s
use of the Premises results in the generation of a small amount of lead waste which requires that a notice be given to persons
entering or occupying the Premises. Lessor hereby consents to such Reportable Use by Lessee within the Premises. Pursuant to the
provisions of Paragraph 6.2(a) of the Lease, Lessee shall comply (at Lessee’s expense) with all Applicable Requirements in
connection with such Reportable Use and shall indemnify, defend and hold Lessor, its owners, members, managers and agents harmless
from such use by Lessee or any third party under Lessee’s direction or control.


 


[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]


 



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IN WITNESS WHEREOF, the parties have executed
this Addendum as of the reference date first set forth in the Lease.


 


	COP – WESTERN AVENUE, LLC, a California		
        FUJITSU TEN CORP. OF AMERICA, a 

	limited liability company	 	California corporation
	 	 	 	 
	By:	Cornerstone Operating Partnership,	 	 
	 	LP, a Delaware limited partnership,	 	 
	 	its Sole Member	 	 


 


	By:	Cornerstone Core Properties,	 	By: 	/s/ Lawrence S. Kutsch
	 	REIT, Inc., a Maryland corporation,	 	Lawrence S. Kutsch
	 	its General Partner	 	
        Executive Vice President, Administration 



 


	By:	/s/ Jonathan Carley
	 	Jonathan Carley 
	 	Director, Asset Management
	 	 
	By:	/s/ Terry Roussel
	 	Terry Roussel
	 	Chief Executive Officer


 








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EXHIBIT B


 


LESSOR’S TENANT IMPROVEMENT
ALLOWANCE


AND LESSEE’S IMPROVEMENT OBLIGATIONS


 


Lessee hereby acknowledges and agrees that
(a) subject to Paragraph 2.2 of the Lease, Lessee accepts the Premises in its “AS IS” condition as of the Commencement
Date, and (b) Lessor is not and shall not be obligated to construct or pay for any improvements, additions or refurbishment in,
to or of the Premises, except for the “Allowance” as defined below. Lessee desires to make certain improvements to
the Premises (all such improvements being hereinafter referred to as the “Lessee Improvements”) which shall be subject
to Lessee’s compliance with each and every provision set forth in this Exhibit B and in the Lease, including, without limitation,
Paragraphs 7.3 and 7.4 of the Lease. Lessee hereby agrees to indemnify, defend and hold Lessor harmless from and against any and
all claims, costs, liens, expenses or liability, arising from Lessee’s design, construction, maintenance and use of any improvements
in, on or about the Premises (including, without limitation, Lessee’s disturbance of other tenants or


occupants in or around the Project, Lessee’s
failure to obtain any necessary permits, approvals or certificates from the applicable governmental authorities, and/or attorneys’
costs and fees, and court costs). In addition to the requirements of Paragraph 7.3(b), Lessor’s approval of any Lessee Improvements
for which Lessee desires to apply the Allowance is subject to the following additional provisions:


 


1.          Prior
to hiring any contractors or subcontractors, or entering into agreements with any of them, Lessee shall deliver to Lessee for Lessor’s
reasonable approval the name of the general contractor Lessee proposes to hire to perform the Lessee Improvements. It shall be
reasonable for Lessor to withhold approval based on the proposed contractor’s inadequate financial status, reputation for
poor quality work, lack of experience, insurance, or union/nonunion status. As a condition to its approval, Lessor may require
insurance coverage, regular written progress reports and consultations, and the employment of only union or non-union personnel
and subcontractors.


 


2.          The
Lessee Improvements may be commenced any time after the satisfaction of the items listed in this subsection and shall be completed
within twelve (12) months following the Commencement Date. The work contemplated by the
this section shall not commence until:


 


(a)          receipt
and written approval by Lessor of the floor plan, proposed scope of work, and thereafter the detailed working drawings and specifications
depicting the proposed Lessee Improvements (collectively the “Plans and Specifications”) (it is understood and agreed
that Lessee may not make any alterations to the electrical distribution system to the Premises, Building or Project if, in Lessor’s
sole judgment, such alterations would in any way interfere with other tenants in the Project). Lessor shall notify Lessee of its
approval or disapproval of the Plans and Specifications within ten (10) business days after receipt thereof from Lessee. If Lessor
reasonably disapproves of any portion of the Plans and Specifications, the parties shall meet, within three (3) days after Lessee’s
receipt of Lessor’s disapproval, to agree upon revisions to be made to the Plans and Specifications to meet the reasonable
satisfaction of the parties. Lessee shall then cause the Plans and Specifications to be revised to the form agreed upon in such
meeting and Lessor shall then approve or reasonably disapprove the revised Plans and Specifications no later than five (5) days
after Lessor’s receipt of such revised Plans and Specifications. If Lessor shall again reasonably disapprove the revised
Plans and Specifications, the parties will revise and review the Plans and Specifications again in accordance with the procedure
set forth above until the parties' reasonable approval is obtained, provided, however, if such Plans and Specifications are not
approved by Lessor within forty-five (45) days after Lessee’s original submittal to Lessor, then the twelve (12) month construction
deadline described above and in Section 4 below shall be extended on a day-for-day basis for each day thereafter until the Plans
and Specifications have been approved.


 


(b)          a
copy of a fully executed construction contract or contracts (collectively, the “Construction Contract”) has been delivered
to Lessor including the name of the general contractors and all subcontractors and their California state contractor’s license
numbers;


 


(c)          an
insurance certificate has been received by Lessor from the general contractor naming Lessor as an additional insured on the general
contractor’s commercial liability insurance policy which complies with Section 4 below;


 



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(d)          all
other requirements regarding insurance imposed on Lessee by this Lease have been satisfied; and


 


(e)          Lessee
has given Lessor at least ten (10) days' prior written notice of Lessee's intention to commence construction.


 


3.          Lessee
shall bear the entire cost of the Lessee Improvements and all the costs of architectural and engineering consultants in connection
therewith, except that Lessor shall reimburse Lessee in an amount not to exceed Six Hundred Thousand Dollars $600,000.00 (the “Allowance”)
for the design and construction of the Lessee Improvements by properly licensed third parties.


 


The Allowance shall only be disbursed and
shall be used only to reimburse Lessee for the following items directly related to the Lessor approved Lessee Improvements:


 


(a)          Payment
of the cost of unrelated, third parties preparing the working drawings, including mechanical, electrical, plumbing and structural
drawings.


 


(b)          The
payment of plan check, permit and license fees relating to construction of the Lessee Improvements.


 


(c)          Construction
of the Lessee Improvements, including, without limitation, the following:


 


(i)          
Installation within the Premises of all partitioning, doors, floor coverings, ceilings, wall coverings and painting, millwork and
similar items;


 


(ii)         All
electrical wiring, lighting fixtures, outlets and switches, and other electrical work necessary for the Premises;


 


(iii)        The
furnishing and installation of all duct work, terminal boxes, diffusers and accessories necessary for the heating, ventilation
and air conditioning cooling systems within the Premises, including the cost of meter and key control for after-hour air conditioning.


 


(iv)        All
fire and life safety control systems such as fire walls, sprinklers, halon, fire alarms, including piping, wiring and accessories,
necessary for the Premises;


 


(v)         All
plumbing, fixtures, pipes and accessories necessary for the Premises;


 


(vi)        Testing
and inspection costs; and


 


(vii)        Fees
for the general contractor(s) as expressly set forth in the Construction Contract.


 


4.          Provided
that Lessee submits a written request or requests, not more frequently than once every thirty (30) day period, for payment of all
or a portion of the Allowance prior to the date that is twelve (12) months following the Commencement Date (the “Payment
Request Date”), Lessor agrees to reimburse Lessee in multiple disbursements, not more often than every thirty (30) days,
an amount not to exceed the lesser of (i) ninety (90%) of any acceptable and paid invoices for the Lessee Improvements delivered
by Lessee to Lessor, or (ii) the entire Allowance (on an aggregate basis of all progress payments previously and currently requested
by Lessee) upon satisfaction of each of the following:


 


(a)          all
required governmental approvals and permits have been obtained and originals thereof delivered to Lessor, including the building
permit application and plan check number;


 


(b)          the
Lessee Improvements as of the request date have been completed or are being completed in accordance with the working drawings;


 



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(c)          no
Breach (as defined in the Lease) then exists under the Lease; and


 


(d)          the
submission to Lessor of paid invoices evidencing the completion of certain Lessee Improvements together with partial and/or conditional
lien releases for the work covered by such invoices by each and every applicable contractor performing such work.


 


Notwithstanding the
above, Lessor shall have the right to retain a portion of the Allowance up to ten percent (10%) of the greater of: (y) the entire
Allowance; or (z) the entire amount to be paid by Lessee under the Construction Contract (the “Retention”). Lessor
agrees to release the Retention, up to the aggregate amount of unpaid portions of invoices requested by Lessee for payment under
this Section 4 prior to the Payment Request Date, to Lessee upon satisfaction of each of the following:


 


i.            
the Lessee Improvements shall have been substantially completed in accordance with the working drawings, and the original inspection
card, with all appropriate signatures and/or initials thereon, has been delivered to Lessor;


 


ii.         a
notice of completion has been recorded in accordance with applicable California law and a recorded copy thereof has been provided
to Lessor;


 


iii.         delivery
to Lessor of all original blue prints, drawings and as-built plans and specifications for the Lessee Improvements;


 


iv.         a
final, unconditional certificate of occupancy for the Premises has been issued by the appropriate governmental agency (or such
equivalent governmental issuance, approval or sign-off that permits the occupancy of the Premises); and


 


v.           the
submission to Lessor of all paid invoices evidencing the completion of certain Lessee Improvements together with unconditional
lien releases for the work and materials covered by such invoices by each and every applicable contractor performing work on or
providing materials to the Premises.


 


5.          Except
for the Allowance, Lessor shall have no liability or responsibility for the Lessee Improvements or any maintenance, repairs to,
changes to, or code upgrades required in connection with the Lessee Improvements. During the period of construction, Lessee and
its contractors and subcontractors shall procure and maintain property damage and public liability insurance during the period
of their performance of labor or the furnishing of materials to the Premises from an insurance company reasonably satisfactory
to Lessor. Said insurance shall have a coverage limit of at least Two Million Dollars ($2,000,000) and be in form reasonably satisfactory
to Lessor and shall name Lessor and, at Lessor’s request, any mortgagee or property manager of Lessor, as additional insureds,
as their respective interests may appear. Lessee shall also require each contractor and subcontractor employed to perform labor
or furnish materials to the Premises to procure and maintain, during the performance of the labor or the furnishing of the materials,
a policy of workers’ compensation or employer’s liability insurance issued by an insurance company reasonably acceptable
to Lessor and Lessor’s mortgagees for the protection of the employees of the contractors and subcontractors, including executive,
managerial, and supervisorial employees engaged in any work to be performed in the Premises. Copies of the policies or certificates
evidencing the existence and amounts of such insurance, and renewals or binders, shall be delivered to Lessor by Lessee prior to
the commencement of the Lessee Improvements.


 


6.          No
unused portion of the Allowance upon completion of the Lessee Improvements shall be provided to Lessee or be available to Lessee
as a credit against any obligations of Lessee under the Lease. Lessor shall have no obligation to deliver any unused portion of
the Allowance to Lessee for any reimbursement request made by Lessee after the Payment Request Date.


 



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7.          Except
to the extent arising from the gross negligence or willful misconduct of Lessor, Lessee shall be responsible for and shall indemnify,
defend and hold Lessor harmless from and against any liability, cost, claim, lawsuit, damage or expense (including court costs
and attorneys’ fees) arising out of any activity or omission of Lessee’s contractors, subcontractors, or their agents
and employees. Such indemnity and defense obligations by Lessee shall also apply with respect to any and all costs, losses, damages,
injuries and liabilities related in any way to Lessor’s performance of any ministerial acts reasonably necessary to (i) permit
Lessee to complete the Lessee Improvements, and/or (ii) enable Lessee to obtain any building permit or certificate of occupancy
for the Premises.


 


8.          Time
is of the essence of this Exhibit B.


 


9.          The
Lessee Improvements constructed by Lessee pursuant to this Exhibit B and shall be deemed “Alterations” in accordance
with, and subject to the provisions of Paragraphs 7.3 and 7.4 of the Lease.


 


10.         Any
failure of Lessee to comply with any of the provisions contained in this Exhibit B shall be deemed a Default under the Lease. In
addition to the remedies provided to Lessor in this Exhibit B upon the occurrence of such a Default by Lessee, Lessor shall have
all remedies available at law or equity to a landlord against a defaulting tenant pursuant to a written lease, including but not
limited to those set forth in the Lease.


 


THIS EXHIBIT IS APPROVED BY LESSOR AND LESSEE:


 


	 	 	 
	LESSOR’S INITIALS	 	LESSEE’S INITIALS


 








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