Exhibit 10.1


 





 



 


OFFICE LEASE AGREEMENT


 


UNION HILLS OFFICE PLAZA


 


AX UNION HILLS L.P.,


 


a Delaware limited partnership,


 


as Landlord


 


and


 


GREENWOOD HALL, INC.,


 


a Nevada corporation,


 


as Tenant


 


Dated: March 30, 2015


 





 



 




    	 



    	 



    

  


TABLE OF CONTENTS


 


	ARTICLE 1 BASIC LEASE PROVISIONS AND CERTAIN DEFINED TERMS	2
	ARTICLE 2 DEMISE AND POSSESSION	4
	ARTICLE 3 LEASE TERM; TENANT IMPROVEMENTS	5
	ARTICLE 4 RENT	7
	ARTICLE 5 ADDITIONAL RENT	8
	ARTICLE 6 TAXES	10
	ARTICLE 7 COMMON AREAS	II
	ARTICLE 8 SERVICES TO BE FURNISHED BY LANDLORD	11
	ARTICLE 9 EXCLUSIVE USE	12
	ARTICLE 10 USE OF PREMISES; QUIET CONDUCT	13
	ARTICLE 11 HAZARDOUS MATERIALS	13
	ARTICLE 12 PARKING	16
	ARTICLE 13 UTILITIES	16
	ARTICLE 14 ALTERATIONS; MECHANIC’S LIENS	16
	ARTICLE 15 INSURANCE	18
	ARTICLE 16 WAIVERS OF SUBROGATION	20
	ARTICLE 17 INDEMNIFICATION AND WAIVER OF CLAIMS	20
	ARTICLE 18 MAINTENANCE AND REPAIRS	21
	ARTICLE 19 SIGNS	22
	ARTICLE 20 ENTRY BY LANDLORD	23
	ARTICLE 21 ABANDONMENT; SURRENDER	23
	ARTICLE 22 DAMAGE	23
	ARTICLE 23 ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP	24
	ARTICLE 24 EVENTS OF DEFAULT	26
	ARTICLE 25 REMEDIES OF LANDLORD	27
	ARTICLE 26 SURRENDER OF PREMISES NOT MERGER	29
	ARTICLE 27 ATTORNEYS’ FEES; COLLECTION CHARGES	29
	ARTICLE 28 CONDEMNATION	30
	ARTICLE 29 RULES AND REGULATIONS	30
	ARTICLE 30 ESTOPPEL CERTIFICATE	30
	ARTICLE 31 SALE BY LANDLORD	31
	ARTICLE 32 NOTICES	31
	ARTICLE 33 WAIVER	31
	ARTICLE 34 HOLDOVER	32
	ARTICLE 35 DEFAULT OF LANDLORD; LIMITATION OF LIABILITY	32
	ARTICLE 36 SUBORDINATION	33
	ARTICLE 37 BROKERS	33
	ARTICLE 38 QUIET POSSESSION	33
	ARTICLE 39 MISCELLANEOUS PROVISIONS	33
	ARTICLE 40 	36


 


EXHIBITS:


	A 	FLOOR PLAN OF PREMISES
	B 	STANDARD WORKLETTER
	C 	COMMENCEMENT DATE CERTIFICATE
	D 	PARKING RULES AND REGULATIONS
	E 	RULES AND REGULATIONS
	F 	PROHIBITED USES
	F-1	UOP WAIVER OF EXCLUSIVE
	G	JANITORIAL SPECIFICATIONS
	H 	SIGNAGE CRITERIA
	I	SAMPLE SNDA


 




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OFFICE LEASE AGREEMENT


 


THIS OFFICE LEASE AGREEMENT is made and entered into as of the
Effective Date by and between AX UNION HILLS L.P., a Delaware limited partnership, as Landlord, and GREENWOOD HALL, INC., a Nevada
corporation, as Tenant.


 


ARTICLE 1


BASIC LEASE
PROVISIONS AND CERTAIN DEFINED TERMS


 


	Effective Date:	 	March 30, 2015 (to be completed by Landlord upon Landlord’s execution of this Lease)
	 	 	 
	Landlord:	 	AX UNION HILLS L.P., a Delaware limited partnership
	 	 	 
	Landlord’s Notice Address:	 	
        AX UNION HILLS L.P.

        16220 North Scottsdale Road, Suite 280

        Scottsdale, Arizona 85254

        Attn: Philip Martens

         

        With a copy to:

         

        Artis REIT

        300 - 360 Main Street

        Winnipeg Manitoba R3C 3Z3

        Attn: Jim Green

         

        Reinhart Boerner Van Deuren s.c.

        16220 North Scottsdale Road, Suite 290

        Scottsdale, Arizona 85254

        Attn: William (Will) Invie Shroyer

	 	 	 
	Tenant:	 	GREENWOOD HALL, INC., a Nevada corporation
	 	 	 
	Tenant’s Notice Address:	 	
        1936 East Deere Avenue, Suite 120

        Santa Ana, California 92705

        Attn: John Hall

	 	 	 
	Building:	 	
        The building commonly known as the Union Hills Office Plaza,
        at the following street address:

        2550 W. Union Hills Drive

        Phoenix, Arizona 85027

	 	 	 
	Premises:	 	Approximately 10,199 rentable square feet located on the second (2nd) floor of the Building and currently known as Suite 201, as outlined on the floor plan attached as Exhibit “A” hereto
	 	 	 
	Rentable Area of Building:	 	143,715 rentable square feet
	 	 	 
	Tenant’s Pro Rata Share:	 	7.0967%


 




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	Permitted Use:	 	General office for only use as an educational
    advising call center and training facility, and data center for Tenant operations; provided: (1) in no event shall there be
    any student instruction provided at the Building; and (2) in no event shall Tenant violate any Prohibited Use(s) as provided
    for herein, and the Permitted Use explicitly excludes any Prohibited Uses; provided, however, the University of Phoenix has
    waived certain of its Prohibited Uses, as described on its consent agreement attached hereto as Exhibit F-1
	 	 	 
	Lease Term:	 	Five (5) years and 6 months, plus any remaining days in the last full calendar month if the Commencement Date occurs on a date other than the first day of a calendar month
	 	 	 
	Estimated Commencement Date:	 	April 10, 2015
	 	 	 
	Base Monthly Rent:	 	 


 


	Period 
(months)	 	Annual Base Rent per 
 Rentable Square Foot*	 	 	Base 
 Monthly Rent	 
	 	 	 	 	 	 	 
	1-12	 	$	10.75	 	 	$	9,136.60	 
	 	 	 	 	 	 	 	 	 
	13-24	 	$	22.00	 	 	$	18,698.17	 
	 	 	 	 	 	 	 	 	 
	25-36	 	$	22.50	 	 	$	19,123.13	 
	 	 	 	 	 	 	 	 	 
	37-48	 	$	23.00	 	 	$	19,548.08	 
	 	 	 	 	 	 	 	 	 
	49-60	 	$	23.50	 	 	$	19,973.04	 
	 	 	 	 	 	 	 	 	 
	61-66	 	$	24.00	 	 	$	20,398.00	 



 


*Tenant shall also be obligated to
pay all taxes imposed upon the Base Monthly Rent in accordance with the terms of this Lease in addition to the amounts set forth
in this chart.


 


	Security Deposit:	 	Not Applicable
	 	 	 
	Base Year:	 	January 1, 2015 to December 31, 2015.
	 	 	 
	Initially Required Insurance:	 	See Section 15.
	 	 	 
	Tenant Improvement Allowance:	 	See Exhibit B.


 




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	Building Hours:	 	7:00 a.m. to 6:00 p.m., Monday through Friday and 8:00 a.m. to 1:00 p.m. on Saturday, excluding recognized federal, state or local holidays
	 	 	 
	Parking:	 	See Article 12.
	 	 	 
	Landlord’s Broker:	 	Jones Lang LaSalle (John Bonnell)
	 	 	 
	Tenant’s Broker:	 	Colliers International (Keith Lambeth)
	 	 	 
	Mortgagee:	 	Not Applicable
	 	 	 
	Managing Agent:	 	
        Ryan Companies US, Inc.

        3900 E. Camelback Road, Suite 130

        Phoenix, AZ 85018

        Attn: Susan Omosky, CPM/LEED Green Associate



 





ARTICLE 2


DEMISE AND
POSSESSION


 


2.1           Landlord
leases to Tenant and Tenant leases from Landlord the Premises for the Lease Term. The Premises shall have an upper boundary of
the underside of the floor slab immediately above the Premises and a lower boundary of the unfinished upper surface of the floor
slab upon which the Premises are situated. The Premises are part of the Building. The Building is part of a development that may
contain other buildings and structural improvements (the “Project”).


 


2.2           Landlord
and Tenant agree that for all purposes under this Lease including, without limitation, calculating Rent, Additional Rent and Tenant’s
Pro Rata Share: (i) the Premises will be deemed to contain a rentable area comprising the number of square feet designated in
Article 1, (ii) the Building will be deemed to contain a rentable area comprising the number of square feet designated
in Article 1, and (iii) the square footage referenced in (i) and (ii) immediately above are stipulated amounts based on
Landlord’s method of determining such square footage together with a load factor and other considerations and may not reflect
the actual amount of floor space available for the use of Tenant and will not be adjusted to reflect changes during the Lease
Term in rentable or usable areas as typically calculated using so-called BOMA standards.


 


ARTICLE 3


LEASE TERM;
TENANT IMPROVEMENTS


 


3.1          Except
as otherwise provided in this Lease, the Lease Term shall be for the period set forth in Article 1, subject to earlier
commencement as provided in Section 3.2 below or later commencement as provided in Section 3.3 below.


 




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3.2          Landlord
leases to Tenant and Tenant leases from Landlord the Premises for the Lease Term. The Lease Term shall commence on the “Commencement
Date,” which is defined as the earliest of (a) April 10, 2015 and Landlord shall use commercially reasonable efforts to
promptly achieve Substantially Completion (as defined in the workletter attached hereto as Exhibit “B” (the
“Workletter”)) of the Tenant Improvements (as defined in the Workletter) and tender possession of the Premises to
Tenant, without any liability for loss or damage for any delay in achieving Substantial Completion by the Commencement Date; or
( b) ) the date on which Tenant takes possession of the Premises (other than early access to the Premises as described below).
Notwithstanding the foregoing, provided such access does not interfere with construction of the Tenant Improvements, Tenant may
have access to the Premises fifteen (15) days prior to the Commencement Date for the purpose of performing improvements or installing
furniture, equipment or other personal property. Such early access shall be subject to the terms and conditions of this Lease,
except that Tenant shall not be obligated to pay Rent (as defined below) to Landlord for such period of time. By executing this
Lease, the parties agree to the terms set forth in the Workletter.


 


3.3          If
Landlord is unable to tender possession of the Premises to Tenant on or before the Estimated Commencement Date set forth in Article
1 for any reason whatsoever including, without limitation, Tenant Delays, Landlord shall not be liable to Tenant for any damages
or losses resulting therefrom and this Lease shall continue in full force and effect. On or about the Commencement Date, Landlord
shall prepare and deliver to Tenant a commencement date notice in the form of Exhibit “C” attached hereto (the
“Commencement Date Notice”), which Tenant agrees to execute and return to Landlord or return with corrections (as
applicable) within ten (10) days of receipt thereof. Tenant’s failure to return it to Landlord as provided above shall be
deemed to be Tenant’s acceptance of all the terms in the Commencement Date Notice and shall not affect the validity of the
Commencement Date or this Lease. By taking possession of the Premises, Tenant acknowledges that the Premises are in good order
and satisfactory condition, that there are no representations or warranties by Landlord regarding the condition of the Premises
or the Building, and that Tenant has examined and accepts the Premises in its present “as is” condition and configuration,
subject only to any remaining obligations contained in the Workletter.


 


3.5          Provided
that: (1) no Event of Default exists under this Lease; and (2) the original Tenant that executed this Lease and in no event a Transferee
(as hereinafter defined and except as permitted by Section 3.5.3) continues to be in possession of the entire Premises, both requirements
being met as of the date of exercise of the Renewal Option or as of the Renewal Term Commencement Date (both as defined below),
then Tenant shall have one (1) option to renew this Lease (“Renewal Option”) for the entire Premises for a period
of five (5) years (“Renewal Term”), commencing on the first day following the expiration of the initial Lease Term
(“Renewal Term Commencement Date”). The Renewal Option is exercisable only by Tenant giving written notice thereof
(“Renewal Notice”) to Landlord of its exercise of the Renewal Option at least nine (9) months, but not more than fifteen
(15) months, prior to the expiration of the initial Lease Term or the Renewal Term, as applicable.


 


3.5.1       The
Base Monthly Rent payable hereunder for the Premises during the Renewal Term shall be adjusted to the Fair Market Rental Rate
(as defined in Section 3.5.4) as of the applicable Renewal Term Commencement Date provided, however, that Base Monthly
Rent for the applicable Renewal Term shall not be less than the Base Monthly Rent payable by Tenant at the expiration of the initial
Lease Term.


 


(1)            Landlord
shall give Tenant written notice of Landlord’s determination of the Fair Market Rental Rate for the Renewal Term (“Landlord’s
Statement”) within thirty (30) days after Landlord’s receipt of the Renewal Notice. Within fifteen (15) days after
Tenant’s receipt of Landlord’s Statement (“Tenants Review Period”), Tenant shall give Landlord written
notice of its election to either (a) accept the Fair Market Rental Rate set forth in Landlord’s Statement or (b) reject
Landlord’s Statement and request that the Fair Market Rental Rate be determined by arbitration pursuant to Section 3.5.1(2);
provided, however, that prior to submitting the matter to arbitration as herein provided, the parties shall first attempt in good
faith to resolve their differences in the determination of the Fair Market Rental Rate for a period ten (10) business days following
Landlord’s receipt of Tenant’s notice of its rejection of Landlord’s Statement. If Tenant fails to give Landlord
notice of its acceptance or rejection of Landlord’s Statement by the expiration of Tenant’s Review Period, then such
failure shall be deemed to be Tenant’s rejection of the Fair Market Rental Rate set forth in Landlord’s Statement.


 




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(2)            If
Tenant gives (or is deemed to have given) Landlord notice that it elects arbitration pursuant to Section 3.5.1(1), and
the parties have failed to resolve their differences within the required ten (10) business days thereafter, then, in order to
determine the Fair Market Rental Rate for the Renewal Term, Landlord and Tenant, within fifteen (15) days after Landlord’s
receipt of Tenant’s written notice of election to arbitrate, shall each simultaneously submit to the other in writing its
good faith estimate of the Fair Market Rental Rate (“Good Faith Estimates”). If the higher of the Good Faith Estimates
is not more than one hundred and five percent (105%) of the lower of the Good Faith Estimates, the Fair Market Rental Rate in
question shall be deemed to be the average of the submitted rates. If otherwise, then the rate shall be set by arbitration to
be held in Phoenix, Arizona, in accordance with the Real Estate Valuation Arbitration Rules of the American Arbitration Association,
except that the arbitration shall be conducted by a single arbitrator selected as follows. Within five (5) business days after
the simultaneous submittal by Landlord and Tenant of their respective Good Faith Estimates, each shall designate a recognized
and independent real estate expert or broker who shall have at least ten years recent experience in the valuation of rental properties
similar to and in the vicinity of the Building and Project, which expert or broker shall not be an affiliate of Tenant or Landlord.
The two individuals so designated shall, within ten (10) business days after the last of them is designated, appoint a third independent
expert or broker possessing the aforesaid qualifications to be the single arbitrator. The third arbitrator so selected shall,
alone, pick one of the two Good Faith Estimates, being the Good Faith Estimate which is closer to the Fair Market Rental Rate
as determined by the arbitrator using the definition set forth in Section 3.5.4, and such arbitrator shall be limited to the determination
of the Fair Market Rental Rate and shall have no right to modify the terms or conditions of this Lease or to select any rate other
than one of the two Good Faith Estimates submitted. The parties agree to be bound by the decision of the arbitrator, which shall
be final and non-appealable, and shall share equally the costs of arbitration, and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.


 


3.5.2       During
the Renewal Term, Tenant shall pay Additional Rent in accordance with the provisions of Article 5.


 


3.5.3       The
Renewal Options are personal to Greenwood Hall, Inc. and may not be assigned, transferred or conveyed to any party, except in
connection with a permitted assignment of the Lease pursuant to Article 23; provided, however, that if Tenant executes
a Transfer that is approved by Landlord and Tenant remains liable for all obligations hereunder throughout the Renewal Terms,
then Tenant (but not such assignee or subtenant) may exercise the Renewal Options.


 


3.5.4       Fair
Market Rental Rate. Subject to Section 3.5.1, the phrase “Fair Market Rental Rate” shall mean the fair
market value annual rental rate that a comparable tenant would pay and a comparable landlord would accept in an arm’s length
transaction, for delivery on or about the applicable delivery or effective date, for comparable non-renewal, non-expansion space,
for a comparable use in the Project and in comparable buildings (“Comparable Transactions”), provided that any Comparable
Transactions in the Project during the preceding six (6) month period will be given the most weight in determining the Fair Market
Rental Rate when comparing the rental rate accepted by owners of the comparable buildings. In any determination of Comparable
Transactions appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement
by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation
clause (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases
are determined according to a base year or a base dollar amount expense stop), abatement provisions reflecting free rent and/or
no rent subsequent to the commencement date as to the space in question, brokerage commissions, length of the lease term, size
and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally
applicable conditions of tenancy for such Comparable Transactions.


  






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ARTICLE 4


RENT


 


4.1           On
the first day of every calendar month of the Lease Term commencing on the Commencement Date, Tenant will pay Rent, without deduction,
offset, prior notice or demand, at the place designated by Landlord. Notwithstanding the foregoing, an amount equal to the Base
Monthly Rent plus taxes for the first (1st) full calendar month of the Lease Term is due and payable within five (5) Business Days
after the Effective Date of this Lease. Rent for the month in which the Commencement Date occurs, the Lease Term expires, or the
Rent adjusts, if other than the first or last day of the month, shall be prorated on a per diem basis.


 


4.2           All
payments of Rent shall be in lawful money of the United States of America by good and sufficient check or by other means (such
as automatic debit or electronic transfer) acceptable to Landlord.


 


4.3           The
obligation of Tenant to pay Rent shall be independent of every other obligation contained in this Lease, and Tenant shall not be
entitled to an offset against Rent for any amounts due or to become due from Landlord.


 


4.4           Notwithstanding
any practice of Landlord from time to time of issuing to Tenant courtesy statements of setting forth Rent due, Tenant’s obligation
to pay Rent by its due date shall not be conditioned on Tenant’s receipt of any such statement.


 


4.5           Landlord’s
acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due.


 


4.6           No
payment by Tenant or receipt by Landlord of a lesser amount than the Rent then due shall be deemed to be other than on account
of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord
and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance
of such Rent or pursue any other remedy provided in this Lease.


 


4.7           Tenant
shall also be obligated to pay monthly with the payment of Base Monthly Rent, any and all transaction privilege and/or rental taxes
imposed upon the Base Monthly Rent and such taxes shall be deemed to be part of Base Monthly Rent for all purposes under this Lease.


 


ARTICLE 5


ADDITIONAL
RENT


 


5.1           All
charges payable by Tenant under this Lease other than Base Monthly Rent are called and shall be deemed “Additional Rent.”
Unless this Lease provides otherwise, Additional Rent then due is to be paid together with the next installment of Base Monthly
Rent. The term “Rent” as used in this Lease shall mean Base Monthly Rent and Additional Rent.


 


5.2           Commencing
on January 1, 2016, Tenant shall pay, as Additional Rent, Tenant’s Pro Rata Share of the amount, if any, by which Expenses
(as defined below) for each calendar year during the Lease Term after the Base Year exceed Expenses during the Base Year (the “Expense
Excess”). If Expenses in any calendar year decrease below the amount of Expenses during the Base Year, Tenant’s Pro
Rata Share of Expenses for that calendar year shall be zero dollars ($0). Landlord agrees that for purposes of calculating Expense
Excess for calendar year 2017 and beyond, Controllable Expenses may not increase by more than five percent (5%) per year on a cumulative
basis. “Controllable Expenses” shall mean all Expenses other than Taxes, insurance premiums, all utilities, and nonrecurring
(basically not annually) improvements (including, without limitation, LEED Expenses, as hereinafter defined), nonrecurring repairs
and nonrecurring maintenance expenses, whether such expense is amortized or paid in such year. LEED Expenses are defined herein
as any and all expenses paid by Landlord to repair, replace and/or re-commission the Building and/or the Premises for re-certification
or certification pursuant to the U.S. EPA’s Energy Star Rating or the U.S. Green Building Council’s Leadership and Energy and Environmental
Design rating system or to support achieving energy and carbon reduction targets, and any premium paid by Landlord for insurance
endorsements related to such repair, replacement and/or re-commission and/or certification.


 




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5.3           Landlord
shall provide Tenant with a good faith estimate of the Expense Excess for each calendar year during the Lease Term. On or before
the first day of each calendar month during the Lease Term, Tenant shall pay to Landlord a monthly installment equal to one-twelfth
(1/12) of Tenant’s Pro Rata Share of Landlord’s estimate of the Expense Excess. If Landlord determines at any time
that its good faith estimate of the Expense Excess was incorrect by a material amount, Landlord may provide Tenant with a revised
estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate.
If Landlord does not provide Tenant with an estimate of the Expense Excess before the beginning of any calendar year, Tenant shall
continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new
estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments
based on the previous year’s estimate(s). Any overpayment shall be credited against the next due future installment(s) of
Additional Rent. Tenant shall pay Landlord the amount of any underpayment within thirty (30) days after receipt of the new estimate.
The terms of the preceding sentence shall survive the expiration of the Lease Term or earlier termination of the Lease.


 


5.4           No
later than April 30 of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess
for the prior calendar year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess
for the prior calendar year, Landlord shall apply any overpayment by Tenant against Additional Rent due or next becoming due,
provided if the Lease Term expires or is otherwise terminated before the determination of the overpayment, Landlord shall refund
any overpayment to Tenant after first deducting any outstanding amount of Rent due. If the estimated Expense Excess for the prior
calendar year is less than the actual Expense Excess for such prior calendar year, Tenant shall pay Landlord, within thirty (30)
days after Tenant’s receipt of the statement of actual Expenses, any underpayment for the prior calendar year. Any delay
or failure of Landlord in (i) delivering any estimate or statement described in this Article 5 or (ii) computing or billing
Tenant’s Pro Rata Share of Expense Excess, shall not constitute a waiver of Landlord’s right to require an increase
in Additional Rent, or in any way impair the continuing obligations of Tenant under this Article 5. The terms of this Section
shall survive expiration of the Lease Term or earlier termination of this Lease.


 


5.5           “Expenses”
are all costs, fees and expenses paid, incurred or imposed by Landlord (whether directly or through Managing Agent or other independent
contractors)    during each calendar year of the Lease Term in connection with the ownership, operation, maintenance,
management, repair, replacement and insurance of the Project (including in all cases the personal property used in connection therewith),
including, but not limited to, the following (and subject to the following limitations):


 


5.5.1       All
Landlord Services (as defined below) and other services performed by or on behalf of Landlord in or to the Project.


 


5.5.2       All
utilities for the Project, including but not limited to Electrical Costs (as defined below) and charges for water, gas, steam,
sewer, heating, air-conditioning, ventilation, lighting, and waste disposal, related to the maintenance and/or operation of the
Project. “Electrical Costs” means: (a) charges paid by Landlord for electricity; and (b) costs incurred in connection
with any energy management program for the Project.


 


5.5.3       Labor
costs, including, wages, salaries, social security and employment taxes, similar government charges, fringe benefits, medical and
other types of insurance, uniforms, training, and retirement and pension plans for all persons who perform duties in connection
with the operation, maintenance and repair of the Project at or below the level of general manager (except a supervisor may be
allocated at 25% time to the Building, who is currently Susan Ornosky), provided that if any employee or person performs services
in connection with the Building and other buildings, costs associate with such employee or person will be proportionately included
in Expenses based on the percentage of time such employee or person spends in connection with the operation, maintenance, repair,
and managing of the Building (it being understood and agreed that it no event shall Landlord allocate more than 100% of the compensation
and benefits for any single person or employee among the properties being serviced by such person or employee).


 




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5.5.4       Management
fees (not to exceed 5% of total gross revenues from the Building), the rental value of any office space in the Project used as
an office for the property manager of the Project or any portion thereof, the cost of equipping and maintaining a management office,
accounting and bookkeeping services, legal fees not attributable to leasing or collection activity, clerical and supervisory staff,
and other administrative costs provided that if any employee or person performs services in connection with the Building and other
buildings, costs associate with such employee or person will be proportionately included in Expenses based on the percentage of
time such employee or person spends in connection with the operation, maintenance, repair, and managing of the Building (it being
understood and agreed that it no event shall Landlord allocate more than 100% of the compensation and benefits for any single person
or employee among the properties being serviced by such person or employee). Landlord, by itself or through an affiliate, shall
have the right to directly perform or provide any services under this Lease (including management services), provided that the
cost of any such services shall not exceed the cost that would have been incurred had Landlord entered into an arms-length contract
for such services with an unaffiliated entity of comparable skill and experience.


 


5.5.5       Taxes
(as defined below).


 


5.5.6       All
legal and accounting costs and fees for licenses and permits related to the ownership and operation of the Project.


 


5.5.7       Premiums
and deductibles paid by Landlord for insurance, including workers compensation, fire and extended coverage, casualty, earthquake,
general liability, rental loss, rent abatement, elevator, boiler and other insurance customarily carried from time to time by owners
of comparable office buildings.


 


5.5.8       The
amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course
of business) that are made to the Project and that: (a) are performed primarily to reduce operating expense costs or otherwise
improve the operating efficiency of the Project; (b) LEED Expenses; (c) are required by any governmental authority (including changes
in the Project required by the Americans with Disabilities Act); (d) are required to comply with any laws that are enacted, or
first interpreted to apply to the Project, after the Effective Date; or (e) replace or repair existing Project equipment or components
(including the roofs). The cost of such capital improvements shall be amortized by Landlord over the useful life of such improvements
or, with respect to improvements described in clause (a) above, the reasonably estimated period of time that it takes for the cost
savings resulting from a capital improvement to equal the total cost of the capital improvement, whichever is less. The amortized
cost of such capital improvements may, at Landlord’s option, include actual or imputed interest at the rate that Landlord
would reasonably be required to pay to finance the cost of the capital improvement.


 


5.5.9       LEED
Expenses


 


5.5.10     All
fees, costs, expenses or other amounts payable by Landlord to any association established for the benefit of the Project, whether
separately or combined with other properties, including without limitation common area maintenance charges paid by Landlord for
the Project pursuant to any declaration of covenants, conditions and restrictions. In addition, if Landlord incurs other Expenses
for the Project together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common
area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Project and
the other buildings or properties as determined by Landlord in its reasonable discretion.


 


5.5.11     Any
parking charges, utility surcharges, occupancy taxes or any other costs resulting from statutes or regulations, or interpretations
thereof enacted by any governmental authority in connection with the use or occupancy of the Project or any part thereof.


  






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5.5.12     Any
reasonable fees, costs, expenses or other amounts payable by Landlord in connection with any cost sharing agreements arising out
of the sale, ground lease or other conveyance of any portion of the Project that benefit the Premises or the Project.


 


5.5.13     Any
other reasonable expenses or charges, whether or not described in this Section, which would be considered an expense of managing,
maintaining, operating, repairing, replacing or insuring the Project in accordance with generally accepted accounting principles
or common management practices.


 


As used herein, “Expenses”
shall not include the cost of capital improvements (except as set forth above); depreciation; interest (except as provided above
for the amortization of capital improvements); principal payments of mortgage and other non-operating debts of Landlord; the cost
of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing
space in the Project, including brokerage commissions; lease concessions, including rental abatements and construction allowances
granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Project; fines, interest
and penalties incurred by Landlord due to the late payment of Expenses; organizational expenses associated with the creation and
operation of the entity which constitutes Landlord; any costs paid or to be paid directly by Tenant or any other tenant of the
Project; any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their
respective leases; any rent paid on any ground or underlying lease; the cost of any work or service performed or rendered exclusively
for any Tenant; depreciation franchise or income taxes imposed (not to include a rent tax, which is Tenant’s obligation herein)
on Landlord; fines or penalties incurred by Landlord for violations of any applicable law; or the cost of any judgment, settlement
or arbitration award resulting from any negligence or misconduct of Landlord. In no event shall Landlord be entitled to a reimbursement
from tenant for Expenses in excess of 100% of the cost actually paid or incurred in any applicable calendar year; except as permitted
by the gross up Section 5.8 herein.


 


5.6           If
there is a change in the rentable area of the Project, the Building or the Premises during the Lease Term, Tenant’s Pro Rata
Share shall be adjusted accordingly (according to BOMA standards). The rentable square footage figures set forth in this Lease
for the Premises and the Project are approximate and may be subject to inaccuracy or future change. No amount payable hereunder
shall be adjusted due to any deviation in the actual rentable square footage figure for the Premises from that set forth herein.


 


5.7           Any
Expenses attributable to a period that falls only partially within the Lease Term shall be prorated, as reasonably calculated by
Landlord.


 


5.8           If
the Project is not at least ninety-five percent (95%) occupied during any calendar year or if Landlord is not supplying services
to at least ninety-five percent (95%) of the total rentable area of the Project at any time during a calendar year, Expenses shall
be determined as if the Project had been ninety-five percent (95%) occupied and Landlord had been supplying services to ninety-five
percent (95%) of the rentable area of the Project during that calendar year. The extrapolation of Expenses under this Section shall
be performed by appropriately adjusting the cost of those components of Expenses that are impacted by changes in the occupancy
of the Project. Notwithstanding the foregoing, in no event shall Landlord retain more than the actual Expenses for the Project
after the amount is determined and settled with tenants of the Project.


 


5.9           Any
sum payable by Tenant which would not otherwise be due until after the date of the termination of this Lease shall, if the exact
amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to
be determined by Landlord, with an adjustment to be made once the exact amount is known.


 




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ARTICLE 6


TAXES


 


6.1          “Taxes”
shall mean: (a) all real estate taxes and other assessments on the Project, including, but not limited to, assessments for special
improvement districts and building improvement districts, taxes and assessments levied in substitution or supplementation in whole
or in part of any such taxes and assessments, and the Project’s share of any real estate taxes and assessments under any
reciprocal easement agreement, common area agreement or similar agreement as to the Project; (b) all personal property taxes for
property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Project and (c) all
out-of-pocket costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b) above,
including, without limitation, any reasonable costs incurred by Landlord for compliance, review and appeal of tax liabilities.
Taxes shall not include any income, profit, capital levy, franchise, capital stock, gift, estate or inheritance tax. Taxes shall
also exclude any interest or penalties arising by reason of the late payment of same or failure of Landlord to timely file any
report or return required by Landlord or its property manager for tax purposes. If an assessment is payable in installments, Taxes
for a calendar year shall only include the amount of the installment and any interest due and payable during such calendar year.
For all other real estate taxes, Taxes for a calendar year shall include the amount accrued, assessed or otherwise imposed for
that calendar year. If a change in Taxes is obtained for any calendar year of the Lease Term during which Tenant paid Tenant’s
Pro Rata Share, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any;
or, if the foregoing adjustment results in an increase in the Taxes for such calendar year, then Tenant shall pay Landlord the
amount of Tenant’s Pro Rata Share of any such increase as Additional Rent within thirty (30) days after Tenant’s receipt
of a written statement from Landlord.


 


6.2           In
addition to the foregoing, Tenant will be liable for and pay before delinquency (a) all taxes and assessments charged against trade
fixtures, furniture, furnishings, equipment or any other personal property belonging to Tenant, (b) any increase in the assessed
value of the Project based on the value of any such personal property, and (c) any municipal, county, state, or federal excise
tax, sales tax, use tax, transaction privilege tax, gross proceeds tax, rent tax, or like tax now or hereafter levied or imposed
against, or on account of any amounts payable under this Lease by Tenant or the receipt thereof by Landlord (but excluding income,
capital levy, franchise, capital stock, gift, estate or inheritance taxes) (collectively, “Tenant’s Direct Tax Obligations”).
Tenant will make all necessary arrangements to have Tenant’s Direct Tax Obligations billed separately to the extent possible.
If any of Tenant’s Direct Tax Obligations are taxed with the Project, Tenant will pay Landlord the full amount of such taxes
immediately upon demand by Landlord, notwithstanding any right to appeal Tenant may have. The provisions of the preceding sentence
shall survive expiration of the Lease Term or earlier termination of this Lease.


 


6.3           Audit
Rights. Within 120 days after receiving Landlord’s statement of Expenses (each such period is referred to as the “Review
Notice Period”), Tenant may give Landlord Notice (“Review Notice”) that Tenant intends to review Landlord’s
records of the Expenses for the calendar year to which the statement applies, and Tenant shall include in such Review Notice a
written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request
for Information”). Within a reasonable time after Landlord’s receipt of a timely Review Notice (which includes a Request
for Information) and executed Audit Confidentiality Agreement (referenced below), Landlord, as determined by Landlord, shall forward
to Tenant, or make available for inspection at the management office in the metropolitan Phoenix area, such records (or copies
thereof) for the applicable calendar year that are reasonably necessary for Tenant to conduct its review of the information appropriately
identified in the Review Notice. Within 60 days after any particular records are made available to Tenant (such period is referred
to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”)
stating in reasonable detail any objection to Landlord’s statement of Expenses for that year which relates to the records
that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall
work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine
that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment
of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar
year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days.


 


If Tenant retains an agent to review Landlord’s
records, the agent must be with a regionally recognized CPA firm licensed to do business in the state where the Project is located.
Tenant shall be responsible for all costs, expenses and fees incurred for the audit, except that in the event that Landlord and
Tenant determine that Expenses and Taxes are less than reported by more than 10%, Landlord, within 30 days after its receipt of
paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant (in accordance with this Lease)
to third parties in connection with such review by Tenant. The records and related information obtained by Tenant shall be treated
as confidential, and applicable only to the Project, by Tenant and its auditors, consultants and other parties reviewing such records
on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant
or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality
agreement in accordance with the foregoing.


 




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ARTICLE 7


COMMON AREAS


 


7.1           “Common
Areas” are defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project
that are provided and designated by Landlord from time to time for the non-exclusive use of Landlord, Tenant and other tenants
of the Project and their respective employees, agents, customers and invitees. Common Areas include, but are not limited to, all
of the following, to the extent applicable and to the extent that the same are not designated by Landlord for the exclusive use
of one or more tenants of the Project: all parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, common corridors, lobby areas, vending areas, landscaped areas, public elevators, public stairways and public
restrooms used in common by tenants.


 


7.2           Subject
to the Rules and Regulations (as defined hereinafter) and all of the terms and conditions of this Lease, Tenant and Tenant’s
owners, officers, directors, members, managers, partners, trustees, employees, representatives, shareholders, affiliates, advisors,
agents, contractors, vendors, consultants, licensees, invitees, heirs, executors, administrators, customers, clients, assignees,
sublessees, successors and assigns (collectively, “Tenant Parties”) have the non-exclusive right (in common with any
other person granted use by Landlord) to use the Common Areas during the Lease Term.


 


7.3           Landlord
shall have the right, from time to time and in its reasonable discretion, to: (a) make changes to the Common Areas, including,
without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, ingress,
egress, direction of driveways, entrances, corridors, parking areas and walkways; (b) close temporarily any of the Common Areas,
so long as reasonable access to the Premises and to Tenant’s parking as set forth in Section 12 remains available; (c) add
or remove buildings in and improvements to the Common Areas; (d) use the Common Areas while engaged in making additional improvements,
repairs or alterations to the Project or any portion thereof; and (e) do and perform any other acts or make any other changes in,
to, or with respect to, the Common Areas and Project as Landlord may, in the exercise of sound business judgment, deem to be appropriate.


 


ARTICLE 8


SERVICES TO BE FURNISHED BY LANDLORD


 


8.1          Landlord agrees
to furnish Tenant with the following services (“Landlord Services”), the costs and expenses attributable to which shall
be included in the Expenses:


 


8.1.1       Water
service for use in the lavatories on each floor on which the Premises are located and the Premises.


 


8.1.2       Heating,
ventilating and air conditioning (“HVAC”) services in season during Building Hours as set forth in Article 1,
at such temperatures and in such amounts as are standard for comparable buildings or as required by governmental authority. In
addition, Tenant shall have the right to receive HVAC service during hours other than Building Hours by providing Landlord with
not less than 24 hours prior notice on a business day (excluding weekends and holidays) and provided Tenant shall pay Landlord
the standard charge for the additional service as reasonably determined by Landlord from time to time. Landlord shall provide
Tenant with at least thirty (30) days prior notice of any increase in the standard Building uniform charge. Notwithstanding the
forgoing, for server rooms in the Premises, HVAC and electrical use shall be separately charged, and such costs (equal to $5.00/hour
[subject to changes by Landlord from time to time to reasonably reflect changes in utility charges and other costs to Landlord]
for all hours outside of Building Hours [by way of example, 13 hours per day for all weekdays, 19 hours on all Saturdays, and
24 hours on all Sundays ) shall be payable directly by Tenant to Landlord, and such hourly rate will also include tower water,
tower maintenance, and related expenses. In connection with such separate charges, prior to the Commencement Date, Landlord agrees,
that the current Building HVAC service provides for separately zoned HVAC service solely serving Tenant’s server room (in
addition to the standard HVAC service serving the remaining portion of the Premises). If Tenant installs any additional HVAC units
for the Premises, Tenant shall be solely responsible for all maintenance and repairs.


 




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8.1.3       Landlord’s
Maintenance Obligations (as defined in Section 18.1 below).


 


8.1.4       Exterior
painting and cleaning, including windows.


 


8.1.5       Janitor
service for the Building and the Premises not less than five (5) days per week, unless such week includes a legal holiday. See
Exhibit G.


 


8.1.6       If
Tenant’s use, floor covering or other improvements require special services in excess of the standard services for the Building,
Tenant shall pay the additional cost attributable to such special services, including any reasonable and customary markup for profit
or overhead.


 


8.1.7       Trash
and debris removal related to the maintenance or operation of the Premises and the Project.


 


8.1.8       Alarm
and security services for the Premises and the Building as are customarily provided from time to time by owners of comparable office
buildings in Landlord’s sole reasonable discretion.


 


8.1.9       Elevator
service for the Building.


 


8.1.10     Electricity
to the Premises for general office use, in accordance with and subject to the terms and conditions set forth herein.


 


8.1.11     Such
other services as Landlord reasonably determines are necessary or appropriate for the Premises, the Building and the Project.


 


Landlord’s failure
to furnish, or any interruption or termination of services due to the application of laws, the failure of any equipment, the performance
of repairs, improvements or alterations, or the occurrence of any event or cause beyond the reasonable control of Landlord shall
not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent (other than
as set forth below), nor relieve Tenant from the obligation to fulfill any covenant or agreement. In no event shall Landlord be
liable to Tenant for any loss or damage, including without limitation the loss or theft of any equipment or other property belonging
to Tenant or Tenant Parties arising out of or in connection with the failure of any Landlord Services.; provided, however, if the
Premises, or a material portion of the Premises, are made untenantable for a period in excess of 3 consecutive business days as
a result of an interruption or termination of services that is reasonably within the control of Landlord to correct, then Tenant,
as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 4th
consecutive business day of the interruption or termination of services and ending on the day the service has been substantially
restored. If the entire Premises have not been rendered untenantable by the interruption or termination of services, the amount
of abatement shall be equitably prorated.


 




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ARTICLE 9


USE OF PREMISES:
QUIET CONDUCT


 


The Premises may be
used and occupied only for the Permitted Use and for no other purpose without obtaining Landlord’s prior written consent.
Notwithstanding anything to the contrary provided for herein, Tenant shall not at any time violate or permit a violation at the
Premises of any use prohibited or excluded use described on Exhibit F attached hereto and incorporated herein. Tenant will
not perform any act or carry on any practice that may injure the Premises or the Project, including but not limited to the use
of equipment that causes vibration, heat or noise that is not properly insulated, nor shall Tenant allow any condition or thing
to remain on or about the Premises that diminishes the appearance or aesthetic qualities of the Premises, the Project, or the
surrounding property. Tenant shall observe and comply with, and not use or permit the Premises to be used in any way that constitutes
a violation of the requirements of any board of fire underwriters or similar body relating to the Premises or of any law, rule,
ordinance, restrictive covenant, governmental regulation or order now or hereafter in effect. Tenant shall not use or allow the
Premises or the Project to be used (a) in violation of the Rules and Regulations (defined in Article 29 below), (b) in
violation of any certificate of occupancy issued for the Premises or of any recorded covenants, conditions and restrictions now
or hereafter affecting the Premises or the Project, or (c) for any improper, immoral, unlawful or reasonably objectionable purpose.
Tenant shall not cause, maintain or permit any nuisance in, on or about the Premises or the Project nor commit or suffer to be
committed any waste in, on or about the Premises or the Project. Tenant shall obtain and pay for all permits and licenses and
shall promptly take all actions necessary to comply with all applicable statutes, ordinances, codes, regulations, orders, covenants
and requirements regulating the use by Tenant of the Premises, including, without limitation, the Occupational Safety and Health
Act and the Americans with Disabilities Act provided that Tenant shall not be responsible for nor incur any cost or expense for
the curing of any violations of any of the foregoing in or at the Premises that are in effect prior to the Commencement Date,
and Landlord shall be responsible for the curing and the cost and expense of the curing of all such violations as Tenant’s sole
remedy. Except as otherwise provided herein, Tenant shall have access to the Premises and the Tenant Parking Spaces (as hereinafter
defined) 24 hours a day, 7 days a week, 52 weeks a year. Landlord shall provide Tenant with 60 access cards to access the Building
at no cost to Tenant. Tenant shall be responsible, at Tenant’s sole cost, to install an access card system for the Premises, and
shall provide Landlord with at least 6 access cards to allow access to the Premises. Tenant shall have the right to identify the
Building as the location of its business and to use photographs of the Building in its advertising materials for the business
of Tenant at the Building. All such advertising and use of photographs shall be performed in a first class manner and shall be
subject to Landlord’s review and approval prior to use by Tenant.


 


ARTICLE 10


HAZARDOUS MATERIALS


 


10.1         For
purposes of this Lease:


 


10.1.1     “Environmental
Requirements” means any federal, state, or local statutes, acts, laws, ordinances, rules, regulations, requirements, court
and administrative rulings, and other obligations now or hereinafter enacted or adopted (including, without limitation, consent
decrees and administrative orders) relating to the generation, use, manufacture, treatment, transportation, storage, disposal,
discharge, or release of any Hazardous Materials (as defined below), or otherwise designed or intended to protect human health
or the environment.


 


10.1.2     “Hazardous
Materials” shall mean, collectively, any substance, compound, material, pollutant, contaminant, chemical, waste, or other
matter, including without limitation asbestos, any petroleum fuel or byproduct, urea formaldehyde, or any radioactive substance,
that is now, or shall hereafter be listed, defined or regulated as hazardous, extra-hazardous, extremely hazardous, flammable,
explosive, toxic, or otherwise dangerous or which is or becomes subject to control, regulation or remediation under, or which otherwise
may be the basis for any obligation, fine or penalty under, any applicable Environmental Requirements.


 


10.2         Tenant
and Tenant Parties (as defined in Section 7.2 above) shall:


 


10.2.1     not
manufacture, treat, test, process, store, handle, distribute, transport, use, produce, create, generate, discharge, release or
dispose of any Hazardous Materials in, about, under, on or adjacent to the Project or any part thereof;


 


10.2.2     not
engage in or permit any activity with a reasonable potential to result in the release or other discharge of any Hazardous Material
on, at or from the Project;


 


10.2.3     not
operate at or near the Project in a manner that could lead to the imposition of liability on Tenant, Tenant Parties, Landlord,
or Landlord Parties (as defined below) or the creation of a lien on the Project under any Environmental Requirement;


 


10.2.4     notify
Landlord promptly of any spill, release, discharge or disposal of Hazardous Materials into, on, onto, under or from the Project,
regardless of the source, whenever Tenant knows or suspects that such has occurred;


 




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10.2.5     permit
Landlord, Managing Agent, or any of Landlord’s owners, officers, directors, members, managers, partners, trustees, employees,
representatives, shareholders, affiliates, advisors, agents, contractors, vendors, consultants, licensees, invitees, heirs, executors,
administrators, successors and assigns (collectively with Managing Agent, “Landlord Parties”), upon 48 hours’
prior notice, access to the Premises to conduct an environmental site inspection and assessment with respect thereto. If there
is a spill or release at or from the Premises or Project, Tenant agrees to allow Landlord and Landlord Parties immediate access
to the Premises for any work necessary in relation to any suspected or actual spill or release;


 


10.2.6     immediately
take appropriate actions, at Tenant’s sole cost and expense and in accordance with all applicable Environmental Requirements,
to remove, clean up and remediate any release, discharge, or spill of Hazardous Materials at, on, under or from the Project or
any part thereof caused by Tenant or Tenant Parties;


 


10.2.7     comply
with all Environmental Requirements promulgated as of the Effective Date and all additional Environmental Requirements, if any,
which may from time to time be enacted thereafter;


 


10.2.8     obtain
and maintain in good standing all permits necessary under Environmental Requirements for the operation of Tenant’s business;
and


 


10.2.9     immediately
notify Landlord of any inquiry, test, investigation, enforcement proceeding, or other communication to, by or against Tenant or
any Tenant Parties relating to any Environmental Requirement or any other environmental matter.


 


10.3         Notwithstanding
anything to the contrary set forth in this Article 10, Tenant may use in the conduct of its business at the Premises those Hazardous
Materials in quantity and type customarily used or sold in connection with the operations of a business engaged in the Permitted
Use (and then only if such Hazardous Materials are used, stored and kept in accordance with applicable laws, codes and ordinances).


 


10.4         Tenant,
for itself and its successors and assigns, shall be solely responsible for and agrees to protect, indemnify, save, defend (with
counsel reasonably approved by Landlord) and hold harmless Landlord and all Landlord Parties (collectively, the “Indemnitees”)
for, from, and against any and all claims, demands, liabilities, losses, damages, charges, costs, expenses, fines, penalties, suits,
orders, causes of action, adjudications, and judgments that any Indemnitee may suffer or incur, including without limitation, investigation
and clean-up costs, reasonable attorneys’ and consultants’ fees and expenses, and court costs (collectively, “Liabilities”),
which arise during or after the Lease Term as a result of or attributable to: (a) any acts or omissions of Tenant or any Tenant
Parties, (b) the breach by Tenant or any Tenant Parties of any of the obligations and covenants of Tenant set forth in this Article,
(c) any contamination of the Premises or the Project directly or indirectly arising from the activities of Tenant, any Tenant Parties,
or directly or indirectly arising from the activities of any other person other than Indemnitees, within the Premises only (d)
the use, generation, storage, release, threatened release, discharge, or disposal by Tenant or any Tenant Parties of Hazardous
Materials on, under or about the Project or any property adjacent thereto, including without limitation: (x) consequential damages;
(y) the costs of any required or necessary repairs, remediation, cleanup or detoxification of the Premises or any property adjacent
thereto, and the preparation and implementation of any closure, remediation or other required plans; and (z) all reasonable expenses
of any Indemnitee in connection with clauses (x) and (y), including without limitation costs and fees incurred under or as a result
of the following:


 


10.4.1     any
Environmental Requirement, including the assertion of any lien thereunder and any suit brought or judgment rendered, regardless
of whether the action was commenced by a citizen (as authorized under any Environmental Requirement) or by a government agency;


 


10.4.2     any
spill or release of, or the presence of, any Hazardous Materials on or from the Premises, Project or any adjacent property, including
any loss of value of any part of the Project or other property as a result of a spill, release or presence of any Hazardous Materials;


 


10.4.3     any
other matter affecting the Project within the jurisdiction of any governmental or quasi-governmental agency, including costs of
investigations, remedial action, or other response costs, whether such costs are incurred by such governmental or quasi-governmental
agency or any Indemnitee;


 




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10.4.4     Liabilities
under the provisions of any Environmental Requirement;


 


10.4.5     Liabilities
for personal injury or property damage arising under any statutory or common-law tort theory, including, without limitation, damages
assessed for the maintenance of a public or private nuisance, or for the carrying of an abnormally dangerous activity, and response
costs; and


 


10.4.6     any
remedial actions by Indemnitees as set forth in this Article 10.


 


10.5         Landlord
shall have no obligation to remove, clean up or remediate any Hazardous Materials which were brought onto the Premises or the Project
by Tenant, or Tenant Parties, or which were brought onto the Premises by any other persons other than Indemnitees, including but
not limited to Hazardous Materials used in connection with Tenant Improvements, which removal, cleanup and remediation shall be
the obligation of Tenant at its sole cost and expense. Notwithstanding the foregoing:


 


10.5.1     In
the event that Tenant fails to comply with any Environmental Requirement or any provision of this Article 10, Landlord may, but
shall not be obligated to, take any and all actions that Landlord shall deem necessary or advisable in order to remediate any spill
or release of Hazardous Materials or cure any failure of Tenant’s compliance, and Tenant shall indemnify Indemnitees for
any expenses (including reasonable attorneys’ fees) incurred as a result thereof, together with interest at the Default Rate
(as defined below); and


 


10.5.2     Landlord
shall have the right in good faith to pay, settle, compromise or litigate any Tenant Liabilities under this Article 10, upon ten
(10) days prior written notice thereof to Tenant, based upon the belief that Tenant is liable therefor, whether actually liable
or not, without the consent or approval of Tenant, unless Tenant, within such ten (10) day period, shall protest in writing and
simultaneously with such protest deposit with Landlord collateral in form and substance sufficient, in Landlord’s sole discretion,
to pay and satisfy any penalty, interest, or additional Liabilities which may accrue as a result thereof All costs and expenses
incurred by Landlord in connection with the foregoing shall be subject to Tenant’s indemnification obligations set forth
in this Article 10.


 


10.6         The
provisions of this Article 10 shall survive the expiration of the Lease Term or earlier termination of this Lease.


 


ARTICLE 11


PARKING


 


Subject to the parking rules and regulations
attached hereto as Exhibit “D,” as such may be amended from time to time (the “Parking Rules and Regulations”),
Tenant shall have the right to use fifty six (56) unreserved surface uncovered parking spaces in the Common Area (the “Tenant
Parking Spaces”). Tenant shall lease six (6) of its Tenant Parking Spaces located in the covered, reserved, canopy area (the
“Reserved Spaces”) at a charge of $0.00 per month during the initial Lease Term for each Reserved Space. Subject to availability,
as determined from time to time by Landlord, in is sole discretion, Tenant may request additional Reserved Spaces, at the rate
of $40 per month during the initial Lease Term for each Reserved Space. The Reserved Spaces rate shall be adjusted by Landlord
during any Renewal Term to market rates (defined as the rate Landlord is able to charge other users of similar parking spaces at
the Building).


 


Tenant agrees and acknowledges that the quantity, location and
charges for the parking listed above are integral parts of the overall economics of this Lease, that Tenant has no rights to parking
in addition to that set forth above and that, subject to the paragraph above, any parking rights procured by Tenant from Landlord
after the date of this Lease may be at markedly different rates and in markedly different locations. Tenant shall obey, and shall
be responsible to enforce with respect to Tenant Parties, the Parking Rules and Regulations. Landlord reserves the right to modify
or change the Parking Rules and Regulations from time to time with written notice to Tenant. Landlord and Landlord Parties will
not be responsible to Tenant for the failure of any other tenant, occupant or invitee of the Project to observe the Parking Rules
and Regulations, for damage to any vehicle parked in the parking areas, or for the theft of any vehicle or personal property from
within vehicles while parked in the parking areas. The terms of the previous sentence shall survive the expiration of the Lease
Term or earlier termination of this Lease.


 




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ARTICLE 12


UTILITIES


 


12.1         Electricity
used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant either: (a) through inclusion in Expenses
(except as provided herein for excess usage); (b) by a separate charge payable by Tenant as Additional Rent; (c) by separate charge
billed by the applicable utility company and payable directly by Tenant; or (d) by any combination of (a), (b) and (c). Electrical
service to the Premises may be furnished by one or more companies providing electrical generation, transmission, and distribution
services, and the cost of electricity may consist of several different components or separate charges for such services, such as
generation, distribution and stranded cost charges. Landlord shall have the exclusive right to select any company providing electrical
service to the Project and the Premises, to aggregate the electrical service for the Project, the Building, or the Premises with
other buildings or properties, to purchase electricity through a broker and/or buyers group, and/or to change the providers and
manner of purchasing electricity for the Premises. See also section 8.1.2 herein for treatment of server rooms.


 


12.2         Except
as otherwise expressly provided herein, Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity,
use beyond Building Hours, or overall load, that which Landlord deems to be standard for the Building. Landlord shall provide electrical
service of not less than 6.0 watts per usable square foot within the Premises, exclusive of HVAC and base building ceiling lighting.
If Tenant requests permission to consume excess electrical service, Landlord may refuse to consent or may condition consent upon
conditions that Landlord reasonably elects (including, without limitation, the installation of utility service upgrades, meters,
submeters, air handlers or cooling units), and the additional usage (to the extent permitted by law), installation and maintenance
costs shall be paid by Tenant. Landlord shall have the right to separately meter electrical usage for the Premises and to measure
electrical usage by survey or other commonly accepted methods. Tenant agrees to comply with energy conservation programs implemented
by Landlord from time to


 


12.3         Tenant
will contract and pay for all telephone and other service desired and ordered by Tenant and other services for the Premises, subject to the provisions of Article 14 hereof entitled “Alterations; Mechanic’s Liens.”


 


ARTICLE 13


ALTERATIONS; MECHANIC’S LIENS


 


13.1         Tenant shall not make or suffer to
be made any alterations, additions or improvements to the Premises or any part thereof, including but not limited to painting,
redecorating, remodeling or the attachment of any fixtures or equipment (all of such activities being referred to herein as “Alterations”),
without obtaining Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed,
except as set forth herein. Notwithstanding the foregoing, if any proposed Alterations involve modifications to the structural,
mechanical, electrical, plumbing, fire/life safety or heating, ventilating and air conditioning systems of the Building (each,
a “Structural Alteration”), then Landlord’s consent may be withheld in Landlord’s sole and absolute discretion.
Landlord’s consent shall be contingent upon Tenant providing Landlord the following items or information, all of which shall
be subject to Landlord’s approval: (a) the name of Tenant’s proposed contractor(s), (b) evidence of insurance from
Tenant’s contractor(s) as set forth in this Article, (c) detailed plans and specifications for the proposed Alterations (if
applicable, as determined by Landlord), and (d) valid building or other permits or licenses, as required by the appropriate governing
authority. Landlord may further condition its consent by requiring Tenant to (x) give Landlord satisfactory proof of Tenant’s
financial ability to complete and fully pay for such Alterations, (y) deposit with Landlord the estimated sum required to complete
such Alterations, and/or (z) provide to Landlord, at Tenant’s sole expense, a payment and performance bond in form acceptable
to Landlord and in a principal amount of not less than one hundred fifty percent (150%) of the estimated cost of such Alterations
(or such other form of security acceptable to Landlord in its sole discretion) to insure Landlord against any liability for Liens
(as defined below) and to ensure completion of all work associated therewith. Landlord’s consent or disapproval shall be
given within fifteen (15) days following Tenant’s written request, with any disapproval specifying the reasons therefor,
and any failure of Landlord to respond to any request within such fifteen (15) day period shall be deemed Landlord’s disapproval
of the proposed Alteration. All Alterations shall be made in compliance with applicable municipal, county, state and federal laws,
codes and regulations, including without limitation the Americans With Disabilities Act of 1990 and its related rules and regulations
(“ADA”). Notwithstanding the foregoing, Tenant may make interior cosmetic Alterations within the Premises, that are
not Structural Alterations, without Landlord’s prior written consent, provided all such Alterations do not exceed $25,000.00 in
the aggregate during any twelve (12) month period within the Lease Term (the “Minor Alterations”). Tenant shall still
be obligated to comply with items (a), (b) and (d) above prior to commencing any Minor Alteration. Notwithstanding anything to
the contrary, Landlord may not charge any construction management fee for Minor Alterations, and Landlord’s construction
management fee for Structural Alterations shall not exceed 3% of the total cost of such Structural Alterations.


 




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13.2         Notwithstanding
any other provision hereof, Alterations shall not include Tenant’s personal property, and Tenant may, with written consent
of Landlord, install trade fixtures, equipment and machinery in conformance with all applicable ordinances and laws, and they may
be removed upon expiration of the Lease Term or earlier termination of this Lease, provided the Premises are not damaged by their
removal and the Premises is promptly returned to its original condition by Tenant at Tenant’s expense. Any private telephone
systems and/or other related telecommunications equipment and lines must be installed within the Premises, and upon expiration
of the Lease Term or earlier termination of this Lease Landlord may, at its sole option, require Tenant to remove such equipment
and lines at Tenant’s expense and restore the Premises to its condition existing upon the Commencement Date, reasonable wear
and tear excepted. The terms of this Section shall survive the expiration of the Lease Term or earlier termination of this Lease.


 


13.3         Tenant
shall not permit any mechanic’s, materialmen’s or other liens (each, a “Lien”) to be filed against the
Project, the Premises or Tenant’s leasehold interest therein. Tenant, at its sole expense, shall cause any such Lien to be
released or shall obtain a surety bond to discharge any such Lien pursuant to Arizona Revised Statutes §33-1004 (or any successor
statute(s)) within 30 days after receipt of notice that any such Lien is filed. If Tenant fails to cause any such Lien to be so
released or bonded within thirty (30) days after Tenant’s receipt of notice thereof, Landlord, without waiving its rights
and remedies based on such failure, may cause such Lien to be released by any means Landlord reasonably deems proper, including
payment in satisfaction of any claim giving rise to such Lien. Tenant shall pay to Landlord as Additional Rent, within thirty (30)
days after Tenant’s receipt of an invoice from Landlord, any sum paid by Landlord to remove any such Lien, together with
interest at the Default Rate from the date of such payment by Landlord until paid by Tenant. Tenant shall have the right to contest
any such Lien in good faith provided that Tenant provides reasonable security in connection therewith. Notice is hereby given that
neither Landlord nor Mortgagee (nor their respective interests in the Premises or the Project) shall be liable or responsible to
persons who furnish materials or labor for or in connection with the Premises or the Project on behalf of Tenant, and Landlord
shall have the right at all reasonable times to post on the Premises or the Project and record any notices of non-responsibility
which it deems necessary for protection from such Liens. The terms of this Section shall survive expiration of the Lease Term or
earlier termination of this Lease.


 


13.4         Tenant
hereby agrees to indemnify and hold Landlord harmless from and against any Liabilities incurred by Landlord, the Project, or the
Premises arising, whether directly or indirectly, from Tenant or Tenant Parties making or removing any Alterations to the Premises,
including without limitation any Liens arising therefrom. Any Alterations made by Tenant shall become part of the Premises and
shall, without payment of compensation, become the property of Landlord; provided, however, that Landlord may disclaim such ownership
and require Tenant to remove some or all of the Alterations provided Landlord has made such removal a condition at the time Landlord
provided its consent thereto. If Landlord requires the removal of any Alterations, Tenant shall, at its sole cost, promptly remove
such at the expiration of the Lease Term or earlier termination of this Lease, repair any damage to the Premises caused thereby,
and return the Premises or the applicable portion thereof to its condition existing upon the Commencement Date, reasonable wear
and tear excepted. The terms of this Section shall survive expiration of the Lease Term or earlier termination of this Lease.


 




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13.5         Provided that reasonable access to
the Premises and Tenant’s parking spaces remain available, Landlord shall have the right, from time to time and in its sole
discretion, to: (a) make changes to the Project, including, without limitation, changes in the location, size, shape and number
of driveways, entrances, parking spaces, parking areas, ingress, egress, direction of driveways, entrances, corridors, parking
areas and walkways; (b) close temporarily any portion of the Project for maintenance, replacement or repairs; (c) construct or
permit construction of improvements in or about the Project, whether for existing or new tenants or otherwise; and (d) do and perform
any other acts or make any other changes in, to, or with respect to, the Project as Landlord may, in the exercise of sound business
judgment, deem to be appropriate. Notwithstanding anything to the contrary in this Lease, Tenant understands this right of Landlord
and hereby (x) agrees that such construction will not be deemed to constitute a breach of this Lease by Landlord, and (y) waives
any claim that it might have arising from such construction. The terms of the previous sentence shall survive the expiration of
the Lease Term or earlier termination of this Lease.


 


ARTICLE 14


INSURANCE


 


14.1         Tenant
shall not do or permit anything to be done within or about the Premises which will increase the existing rate of insurance on the
Building or Project and shall, at its sole cost and expense, comply with any requirements pertaining to the Premises of any insurance
organization insuring the Building or Project, or any portion thereof. Notwithstanding the foregoing, Tenant agrees to pay to Landlord,
as Additional Rent, any increases in premiums on insurance policies resulting from Tenant’s use of the Premises if such use
increases Landlord’s premiums or requires extended coverage by Landlord to insure the Premises. The terms of the previous
sentence shall survive the expiration of the Lease Term or earlier termination of this Lease.


 


14.2         During
the Lease Term, Tenant shall maintain and keep in full force and effect, at its sole expense, the following insurance:


 


14.2.1     Commercial
general liability insurance which insures against claims for bodily injury, personal injury, advertising injury, and property damage
based upon, involving, or arising out of the use, occupancy, or maintenance of the Premises and the Property. Such insurance shall
afford, at a minimum, the following limits:


 


	Each Occurrence	 	$	1,000,000	 
	General Aggregate2,000,000 (which limits can be accomplished with a combination of a primary general liability policy and an umbrella policy or a single general liability policy)	 
	Products/Completed Operations Aggregate	 	 	1,000,000	 
	Personal and Advertising Injury Liability	 	 	1,000,000	 
	Fire Damage Legal Liability	 	 	1,000,000	 
	Medical Payments	 	 	5,000	 



 


Any general aggregate limit shall apply on a per location basis.
Tenant’s commercial general liability insurance shall name Landlord, its trustees, officers, directors, members, agents,
and employees, Landlord’s mortgagees, and Landlord’s representatives, as additional insureds. This coverage shall be
written on the most current ISO CGL form, shall include blanket contractual, premises-operations and products-completed operations
and shall contain an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke, or fumes from
a hostile fire. Such insurance shall be written on an occurrence basis and contain a standard separation of insureds provision.


 


14.2.2     Business
automobile liability insurance covering owned, hired and non-owned vehicles with limits of $1,000,000 combined single limit per
occurrence.


 


14.2.3     Workers’
compensation insurance in accordance with the laws of the state in which the Premises are located with employer’s liability
insurance in an amount not less than $1,000,000.


 


14.2.4     Umbrella/excess
liability insurance, on an occurrence basis, that applies excess of the required commercial general liability, business automobile
liability, and employer’s liability policies with the following minimum limits:


 




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	Each Occurrence	 	$	5,000,000	 
	Annual Aggregate	 	$	5,000,000	 



 


These limits shall be in addition to and not including those
stated for the underlying commercial general liability, business automobile liability, and employers liability insurance required
herein. Such excess liability policies shall name Landlord, its trustees, officers, directors, members, agents, and employees,
Landlord’s mortgagees, and Landlord’s representatives as additional insureds.


 


14.2.5     All
risk property insurance including theft, sprinkler leakage and boiler and machinery coverage on all of Tenant’s trade fixtures,
furniture, inventory and other personal property in the Premises, and on any alterations, additions, or improvements made by Tenant
upon the Premises all for the full replacement cost thereof. Tenant shall use the proceeds from such insurance for the replacement
of trade fixtures, furniture, inventory and other personal property and for the restoration of Tenant’s improvements, alterations,
and additions to the Premises. Landlord shall be named as loss payee with respect to alterations, additions, or improvements of
the Premises.


 


14.2.6     Business
income and extra expense insurance with limits not less than one hundred percent (100%) of all charges payable by Tenant under
this lease for a period of twelve (12) months.


 


All policies required to be carried by Tenant hereunder shall
be issued by and binding upon an insurance company licensed to do business in the state in which the Property is located with a
rating of at least “A, Class VIII,” or better as set forth in the most current issue of Best’s Insurance Reports,
unless otherwise approved by Landlord. Tenant shall not do or permit anything to be done that would invalidate the insurance policies
required herein. Liability insurance maintained by Tenant shall be primary coverage without right of contribution by any similar
insurance that may be maintained by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount
of each insurance policy required hereunder shall be delivered to Landlord prior to delivery or possession of the Premises and
ten (10) days following each renewal date. Certificates of insurance shall include an endorsement for each policy showing that
Landlord, its trustees, officers, directors, members, agents, and employees, Landlord’s mortgagees, and Landlord’s
representatives are included as additional insureds on liability policies and that Landlord is named as loss payee on the property
insurance as stated in Section 14.2.5 above. Further, all policies of Tenant’s insurance shall contain endorsements that
the insurer(s) shall give Landlord and its designees at least (30) days’ advance notice of any cancellation, termination,
material change or lapse of insurance. In the event that Tenant fails to provide evidence of insurance required to be provided
by Tenant in this Lease, prior to the Commencement Date and thereafter during the Term, within ten (10) days following Landlord’s
written request thereof, and thirty (30) days prior to the expiration of any such coverage, Landlord shall be authorized (but not
required) to procure such coverage in the amount stated with all costs thereof to be chargeable to Tenant and payable upon written
invoice thereof.


 


The limits of insurance required by this Lease, or as carried
by Tenant, shall not limit the liability of Tenant or relieve Tenant of any obligation thereunder, except to the extent provided
for under Article 15 below. Any deductibles selected by Tenant shall be the sole responsibility of Tenant. Tenant insurance
requirements stipulated in Section 14.2 are based upon current industry standards. Landlord reserves the right to require
additional coverage or to increase limits as commercially reasonable industry standards change.


 


14.3         Landlord
hereby agrees to insure the Building against casualty, at a level and subject to deductibles that Landlord reasonably deems appropriate.


 


14.4         Should
Tenant engage the services of any contractor to perform work in the Premises, Tenant shall ensure that such contractor carries
commercial general liability, business automobile liability, umbrella/excess liability, worker’s compensation and employers
liability coverages in substantially the same amounts as are required of Tenant under this Lease. Contractor shall name Landlord,
its trustees, officers, directors, members, agents and employees, Landlord’s mortgagees and Landlord’s representatives
as additional insureds on the liability policies required hereunder.


 




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14.4.1    All policies required to be carried
by any contractor shall be issued by and binding upon an insurance company licensed to do business in the state in which the Property
is located with a rating of at least “A, ClassVIII,” or better as set forth in the most current issue of Best’s
Insurance Reports, unless otherwise approved by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence
and amount of each insurance policy required hereunder shall be delivered to Landlord prior to the commencement of any work in
the Premises. Further, the certificates must include an endorsement for each policy whereby the insurer agrees not to cancel, non-renew,
or materially alter the policy without at least thirty (30) days’ prior written notice to Landlord. The above requirements
shall apply equally to any subcontractor engaged by contractor.


 


ARTICLE 15


WAIVERS OF SUBROGATION


 


15.1         Notwithstanding
anything to the contrary in this Lease, each of Landlord and Tenant hereby waives its rights against the other, and waives such
rights as against Landlord Parties and Tenant Parties, as applicable, with respect to any claims or damages or losses (including
any claims for bodily injury to persons (including death) and/or damage to property) which are caused by or result from risks:
(a) insured against under any insurance policy carried (as the case may be) pursuant to the provisions of this Lease and enforceable
at the time of such damage, loss and/or injury; (b) which would have been covered under any insurance required to be obtained and
maintained by Tenant under this Lease had such insurance been obtained and maintained as required in this Lease or, in the case
of Landlord, would have been covered under any insurance if Landlord were required to maintain commercially reasonable insurance
maintained by owners of properties comparable to the Project; or (c) actually insured against. Each of Landlord and Tenant agrees
that in the event of any such loss or damage, it shall look solely to its insurance for recovery. The effect of such waiver is
not limited by the amount of such insurance actually carried or required to be carried, to the actual proceeds received after a
loss or to any deductible applicable thereto (i.e., the insured party is liable for any and all deductibles in its insurance policies
and it shall not be entitled to any payment or reimbursement thereof), and either party’s failure to carry insurance required
under the Lease shall not invalidate such waiver. The foregoing waiver shall apply regardless of the cause or origin of any such
claim, including, without limitation, the fault or negligence of either party or such party’s employees. Each party shall
cause the insurance company that issues insurance to such party to waive any rights of subrogation with respect to such insurance
and shall cause the insurance company to issue an endorsement to evidence compliance with such waiver of subrogation. Each of Landlord
and Tenant shall bear the costs associated with obtaining such waiver of subrogation from its insurance company. The foregoing
waivers shall be in addition to, and not a limitation of, any other waivers or releases contained in this Lease, and shall survive
the expiration of the Lease Term or earlier termination of this Lease.


 


15.2         Tenant
shall cause each insurance policy required to be obtained by Tenant under this Lease (except for workman’s compensation insurance)
to provide that the insurer waives all rights of recovery by way of subrogation against Indemnitees in connection with any Liabilities
covered by such policy.


 


ARTICLE 16


INDEMNIFICATION AND WAIVER OF CLAIMS


 


Tenant waives all claims against Indemnitees
for Liabilities related to destruction, damage or injury of or to personal property, business or fixtures in or about the Premises
or loss of use of the Premises and for death or injury to any persons? in any manner related to (a) (other than gross negligence
or willful misconduct of Indemnitees) any act or neglect by any other tenant or other third party, any loss of or damage to property
by theft or otherwise ;and (b) any accident or event at the Project, Building or Premises, any injury (including death) or damage
to persons or property resulting from any odors, infestation, casualty, explosion, or water or rain which may leak from any part
of the Premises, or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or from any other
place. Tenant acknowledges that Landlord is not providing any security whatsoever for the Project, Building or Premises, and Tenant
shall be solely responsible for security for its employees, customers, invitees and agents. In addition, Tenant waives all claims
against Indemnitees for any consequential or punitive damages resulting from any acts of Indemnitees under this Lease, whether
or not wrongful. Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Indemnitees, Tenant
will defend, indemnify and hold Indemnitees harmless for, from and against any and all Liabilities, arising out of, connected with
or resulting from (x) any act or omission in, on, about or arising out of, or in connection with, the use, operation, maintenance
and occupancy of the Project or the Premises, or any part thereof, by Tenant or Tenant Parties, whether or not consented to by
Landlord, including, without limitation, any failure of Tenant or Tenant Parties to comply fully with the terms and conditions
of this Lease, or (y) any violation or breach of this Lease by Tenant, whether or not such violation or breach constitutes an Event
of Defaults .Except to the extent caused by the gross negligence or willful misconduct of Tenant or Tenant Parties, Landlord will
defend, indemnify and hold harmless for, from and against any and all Liabilities arising out of, connected with or resulting from
the gross negligence or willful misconduct (including violations of applicable law) of Landlord or the Indemnitees. In case any
action or proceeding is brought against any Indemnitee by reason of any such Liabilities, Tenant, upon notice from Landlord, shall
defend the same at Tenant’s expense using counsel approved in writing by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed. In case any action or proceeding is brought against Tenant or any of Tenant Parties by reason
of any such Liabilities, Landlord, upon notice from Tenant, shall defend the same at Landlord’s expense using counsel approved
in writing by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant’s and Landlord’s
covenants, agreements and indemnification in this Article are not intended to and shall not relieve any insurance carrier of its
obligations under policies required to be carried by Tenant or Landlord pursuant to the provisions of this Lease. The foregoing
indemnity shall not cover any damage or injury that is the direct result of intentional wrongful acts by Landlord. The provisions
of this Article shall survive expiration of the Lease Term or earlier termination of this Lease.


 




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ARTICLE 17


MAINTENANCE AND REPAIRS


 


17.1         Landlord
shall use commercially reasonable efforts to keep and maintain in good and sanitary condition, repair and working order and make
repairs to and perform maintenance upon (a) the Project and (b) the Premises and every part thereof that is not Tenant’s
express responsibility under this Lease, including without limitation:


 


17.1.1     Structural
elements of the Project, including without limitation exterior structural walls, load bearing walls, foundations, and floor slab;


 


17.1.2     Mechanical
(including HVAC), electrical, plumbing, boilers, pressure vessels, clarifiers, and fire/life safety systems and sprinklers, including
fire alarm and/or smoke detectors;


 


17.1.3     Landscaping,
irrigation, driveways, parking lots, signs and directories (except as otherwise expressly set forth herein as Tenant’s obligations),
sidewalks and parkways located in, on, or adjacent to the Project;


 


17.1.4     The
roofs of buildings within the Project;


 


17.1.5     Exterior
windows of the Project, including plate glass and skylights;


 


17.1.6     Utility
lines and connections in and to the Project; and


 


17.1.7     Elevators
and escalators serving the Premises


 


(collectively, “Landlord’s Maintenance Obligations”).
Landlord shall promptly make repairs (considering the nature and urgency of the repair) for which Landlord is responsible.


 


17.2         Tenant
shall, at its sole expense, keep the interior of the Premises in good and sanitary order, condition and repair, reasonable wear
and tear excepted, and promptly perform all maintenance and repairs (whether or not the portion of the Premises requiring repairs,
or the means of repairing the same, are reasonably or readily accessible to Tenant, and whether or not the need for such repairs
occurs as a result of Tenant’s use, the elements or the age of such portion of the Premises) to (a) floor and window coverings;
(b) interior partitions; (c) doors; (d) the interior sides of demising walls and ceilings; (e) lighting fixtures and facilities;
(f) interior painting and wall coverings; (g) electronic, phone and data cabling and related equipment that is installed by or
for the exclusive benefit of Tenant; (h) private showers and kitchens; and (i) any permitted Signs (as defined below). All such
work shall be performed in accordance with the terms and provisions of this Lease, including without limitation the provisions
of Article 13 hereof entitled “Alterations; Mechanic’s Liens.” If Tenant fails to make any repairs to
the Premises for more than fifteen (15) days after notice from Landlord (although notice shall not be required if there is an emergency),
Landlord may make the repairs, and Tenant shall pay to Landlord as Additional Rent the reasonable cost of the repairs within thirty
(30) days after receipt of an invoice, together with an administrative charge in an amount equal to ten percent (10%) of the cost
of the repairs. Tenant’s obligations set forth in the preceding sentence shall survive expiration of the Lease Term or earlier
termination of this Lease.


 




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ARTICLE 18


SIGNS


 


18.1         Landlord
shall retain absolute control over the exterior appearance of the Project and the appearance of the Premises from the exterior
thereof. No sign, placard, picture, advertisement, lettering, name or notice (“Sign”) shall be inscribed, displayed,
printed or affixed on or to any part of the Premises that can be seen from outside the Premises, and Tenant will not place or install,
or permit the placement or installation of, any Signs, drapes, shutters, or any other items that will in any way alter the exterior
appearance of the Project or the Premises, without (a) the prior written consent of Landlord, which consent Landlord may withhold
in its sole and absolute discretion, and (b) to the extent required, the formal approval of any local municipalities or governing
boards, ensuring compliance with applicable municipal, county and state laws and ordinances as well as applicable covenants, conditions
and restrictions, if any. Tenant shall not place or install any signage in the Common Areas, including without limitation any temporary
signage such as sandwich board signs, signs on easels and signs affixed to or hanging from walls, windows or doors. If Tenant is
allowed to print or affix or in any way place a Sign in, on, or about the Premises, upon expiration of the Lease Term or earlier
termination of this Lease, Tenant, at Tenant’s sole cost and expense, shall both remove such Sign and repair all damage in
such manner as to restore all aspects of the Premises and the Project to the condition existing prior to the placement of said
Sign. All approved Signs on outside doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person
approved in advance by Landlord utilizing a method approved in advance by Landlord. Any work performed by Tenant in contravention
to the provisions of this Lease may be removed by Landlord with or without notice at Tenant’s sole expense, with all expenses
incurred by Landlord in connection therewith, including payment of fines and repair of any damage, constituting Additional Rent.
Tenant’s obligations set forth in the preceding sentence shall survive expiration of the Lease Term or earlier termination
of this Lease. Notwithstanding the foregoing, Landlord shall, at Landlord’s sole cost and expense, install Tenant’s
trade name at or near the common exterior entryway to the Premises as well as Tenant’s trade name and suite number on the
Project or Building directory sign, if any. All such letters or numerals shall be in accordance with the criteria established by
Landlord for the Project and/or Building. Unless otherwise approved by Landlord, the trade name shall not include a logo or other
graphic representation or symbol of Tenant’s name.


 


18.2         During
the Lease Term, subject to all necessary governmental approvals and permits and subject to the provisions of this Section 19.2,
Tenant shall have the right, at its sole cost and expense, to install and maintain one (1) identification sign on the Building
monument sign (“Exterior Building Sign”) located along Union Hills Drive (the “Exterior Sign Placard”).
Tenant’s signage right on the Exterior Building Sign is non-exclusive. Landlord shall have the right to replace, refurbish,
redesign or relocate the Exterior Building Sign from time to time (in which case each reference herein to the Exterior Building
Sign shall be deemed to refer to such replacement or relocated sign), so long as Landlord does not materially adversely change
the visibility, size or location of Tenant’s signage provided by the existing Exterior Building Sign. All aspects of the
Exterior Sign Placard shall be (a) consistent with Landlord’s signage criteria attached as Exhibit “H”
hereto for the Building, (b) subject to Landlord’s prior written approval, not to be unreasonably withheld or delayed, and
(c) in compliance with all applicable governmental rules and regulations. Tenant shall be responsible, at its sole cost and expense,
for the installation, maintenance, repair and replacement of the Exterior Sign Placard. Upon the expiration or earlier termination
hereof, or termination of Tenant’s rights to maintain the Exterior Sign Placard, Tenant shall, at its sole cost and expense,
remove the Exterior Sign Placard and repair any damage resulting therefrom. Tenant’s rights to the Exterior Sign and Exterior
Sign Placard under this Section 19.2 are personal to Greenwood Hall Inc. and such rights shall not be assigned to any other entity
or person without Landlord’s consent, which Landlord may withhold in its sole discretion. Notwithstanding the foregoing,
Tenant shall retain its rights to the Exterior Building Sign and Exterior Sign Placard under this Section 19.2 only so long as
(i) there is no continuing default by Tenant under this Lease beyond any applicable notice and cure periods; and (ii) Tenant occupies
the entire Premises leased by Tenant under this Lease; if Tenant fails to maintain its occupancy of the entire Premises leased
under this Lease, then Landlord may require Tenant to remove the Exterior Sign Placard by giving Tenant at least thirty (30) days’
written notice, after which case (if not already removed by Tenant), Landlord may remove the Exterior Sign Placard on behalf of
Tenant and Tenant shall reimburse Landlord for the actual cost thereof within thirty (30) days after Landlord’s invoice therefor
is submitted to Tenant.


 




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ARTICLE 19


ENTRY BY LANDLORD


 


Unless an emergency exists, with at least
two (2) business days notice, Tenant shall permit Landlord and Landlord Parties to enter the Premises during regular business hours
for the purpose of (a) inspecting the Premises, (b) maintaining the Project or any part thereof, (c) making repairs, alterations
or additions to any portion of the Project, including the erection and maintenance of such scaffolding, canopies, fences and props
as may be required therefor, (d) posting notices of non-responsibility for Alterations or repairs, (e) showing the Premises to
prospective tenants during the last six (6) months of the Lease Term, (f) exercising and performing Landlord’s rights and
obligations under this Lease, or (g) placing upon the Project, or any portion thereof, any usual or ordinary “for sale”
signs, all without any right of Tenant to an offset against or abatement of Rent and without any liability to Tenant for any loss
of occupation or quiet enjoyment of the Premises thereby occasioned. Landlord shall have the right, at any time within the final
nine (9) months of the Lease Term, to place upon the Premises any usual or ordinary “for lease” signs. In exercising
such entry rights, Landlord shall endeavor to minimize, as reasonably practicable, the interference with Tenant’s Permitted
Use, and shall provide Tenant with at least two (2) business days advance telephonic notice of such entry (except in emergency
situations, or if an Event of Default has occurred, or in cases of routine maintenance or cleaning, in which cases no notice shall
be required). Landlord may use any means which Landlord may deem proper to open and obtain entry to the Premises in an emergency.
Any entry to the Premises by Landlord shall not be construed or deemed to be forcible or unlawful entry into, or detainer of, the
Premises, or an eviction of Tenant from the Premises, or grounds for any abatement or reduction of Rent.


 


ARTICLE 20


SURRENDER


 


20.1         No
act or thing done by Landlord or Landlord Parties shall be deemed an acceptance of a surrender of the Premises unless such acceptance
is expressed in writing and duly executed by Landlord. The delivery of any keys to the Premises to Landlord or Landlord Parties
shall not operate as a termination of this Lease or as an acceptance of Tenant’s surrender of the Premises. If Tenant surrenders
the Premises, or is dispossessed by process of law or otherwise, any personal property left in or about the Premises shall, at
the option of Landlord, be deemed abandoned and title thereto shall pass to Landlord under this Lease as by a bill of sale; provided,
however, that Landlord may, at its sole discretion, remove all or any part of such personal property from the Premises and the
expenses incurred by Landlord in connection therewith, including storage costs and the cost of repairing any damage to the Premises
and/or the Project caused by such removal, plus an administrative fee of ten percent (10%), shall constitute Additional Rent. The
obligations of Tenant under this Section shall survive the expiration or earlier termination of this Lease.


 


20.2         Tenant
shall, upon the expiration of the Lease Term or earlier termination of this Lease, surrender the Premises to Landlord, broom clean
and in the same condition as that existing on the Commencement Date, ordinary wear and tear excepted, and shall remove any Alterations
required to be removed in accordance with the provisions of Section 13.4. Upon the expiration of the Lease Term or earlier
termination of this Lease, Tenant shall surrender to Landlord all keys to the Premises.


 




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ARTICLE 21


DAMAGE


 


21.1         In the event the Premises or the Building,
or any portion thereof, shall be damaged by fire or other casualty not caused by the intentional or negligent acts of Tenant or
Tenant Parties, which damage substantially interferes with Tenant’s use of the Premises, and provided that Tenant shall have
promptly provided notice to Landlord of such damage, this Lease shall terminate one hundred and eighty (180) days after Landlord’s
receipt of notice of such damage, unless Tenant receives written notice of Landlord’s election to repair said damage within
such period of time, in which case this Lease shall continue in full force and effect. However, if Landlord is unable to repair
said damage within two hundred and seventy (270) days after Landlord’s receipt of notice of such damage, then Tenant shall
have the right to terminate the Lease upon written notice to Landlord of such election within 15 days after the expiration of the
two hundred and seventy (270) day period, unless Landlord has completed such work within such 15 day period. If this Lease is terminated
pursuant to this Section and if an Event of Default has not occurred, Rent shall be prorated as of the date of termination of this
Lease and the Security Deposit, if any, shall be returned to Tenant, less any offsets permitted hereunder, and all rights and obligations
under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or
termination of this Lease. In the event of any damage to the Building or the Premises to the extent of twenty-five percent (25%)
or more of the replacement cost of either the Building or the Premises, or in the event the Project shall be damaged to the extent
of twenty-five percent (25%) or more of the replacement aggregate cost thereof, Landlord may elect to terminate this Lease upon
written notice to Tenant of such election within ninety (90) days after the occurrence of the event causing the damage.


 


21.2         Landlord’s
repairs pursuant to the provisions of this Article, if any, shall be limited to such repairs as are necessary to place the Project,
Building or Premises in the condition existing on the Commencement Date, and when placed in such condition the Project, Building
and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance
with the provisions of Article 13 hereof, entitled “Alterations; Mechanic’s Liens,” any additional work
required and repair or replace its stock in trade, fixtures, furniture, furnishings and equipment.


 


21.3         All
insurance proceeds payable under any fire and/or rental interruption insurance shall be paid solely to Landlord, and Tenant shall
have no interest therein. Insurance proceeds for Tenant’s separate insured interest, such as renter’s insurance or
business interruption insurance, shall be payable to Tenant. Tenant shall in no case be entitled to compensation for damages on
account of any annoyance or inconvenience in making repairs under any provision of this Lease. Provided that Tenant is not in default
(after notice and opportunity to cure), during any period of time that all or a material portion of the Premises is rendered untenantable
as a result of a casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant.


 


ARTICLE 22


ASSIGNMENT, SUBLETTING AND TRANSFERS
OF OWNERSHIP


 


22.1         Tenant will not assign, sublet, license,
sell, mortgage, encumber, convey, hypothecate or otherwise transfer all or any part of Tenant’s interest in this Lease, or
permit the Premises to be occupied by anyone other than Tenant and Tenant’s employees (each of the foregoing transactions
referred to herein as a “Transfer” and any party with whom a Transfer has occurred referred to herein as a “Transferee”),
without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant
shall request Landlord’s consent to any proposed Transfer at least thirty (30) days prior to the proposed effective date
of such proposed Transfer. Tenant’s written request shall include at least the following: (a) the name and legal composition
of the proposed Transferee; (b) the nature of the proposed Transferee’s business and the use to which it intends to put the
Premises; (c) the terms and conditions of the proposed Transfer; (d) information related to the experience and financial resources
of the proposed Transferee; (e) such other information as Landlord may request to supplement, explain or provide details of the
matters submitted by Tenant pursuant to clauses (a) through (d) above; and (f) funds sufficient to pay Landlord a $500 administrative
fee. Tenant shall also pay Landlord, within two (2) Business Days after Landlord’s request, an amount equal to the estimate of
the amount necessary to reimburse all reasonable costs incurred by Landlord, including any attorneys’ fees, architects’ fees and
engineering fees, in connection with evaluating Tenant’s request and preparing any related documentation in an amount not to exceed
$1,500.00 in total; provided Tenant accepts Landlord’s standard form of Landlord Consent, with only business term changes made
by Landlord and no other changes. Any shortfall between the estimate from Landlord and the actual costs incurred by Landlord shall
be paid by Tenant to Landlord within five (5) Business Days after request by Landlord (provided that Tenant shall not be required
to pay any amount for legal only in excess of $1,500.00 in total for such request [provided Tenant accepts Landlord’s standard
form of Landlord Consent, with only business term changes made by Landlord and no other changes ]including all prior amounts paid),
and any excess between the estimate from Landlord and the actual costs incurred by Landlord shall be paid by Landlord to Tenant
within five (5) days after completion of such work.


 




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22.2         In
the event Landlord consents to a Transfer, any Rent or other compensation paid to Tenant in excess of the Rent payable to Landlord
pursuant to this Lease for the portion of the Premises subject to the Transfer, as measured on a per-square-foot basis, less reasonable
costs incurred by Tenant in connection with the Transfer for brokerage fees, attorneys’ fees, tenant improvements and other
concessions reasonably required to induced the Transferee, shall be paid by Tenant to Landlord as Additional Rent. For purposes
of this Section, the amount due to Tenant by a Transferee will be deemed to include any lump sum payment or other consideration
given to Tenant in consideration of the Transfer. Tenant’s obligations set forth in this Section shall survive expiration
of the Lease Term or earlier termination of this Lease.


 


22.3         Landlord’s
acceptance of Rent from Tenant or any Transferee shall not constitute a waiver by Landlord of the provisions of this Lease or a
release of Tenant from any of its covenants, duties or obligations stated herein.


 


Notwithstanding anything to the contrary contained in this Lease,
if at any time Tenant makes a written request for Landlord’s consent to a Transfer, Landlord shall have the right, exercisable
by written notice to Tenant within ten (10) Business Days of Landlord’s receipt of such written request, to (a) terminate
this Lease with respect to only that portion of the Premises that is subject to the proposed Transfer, in which event this Lease
will remain in full force and effect as to the remainder of the Premises (with an appropriate apportionment of Rent from and after
the effective date of such termination based upon the rentable square footage remaining in the Premises), or (b) terminate this
Lease in its entirety provided that Tenant, within 10 Business Days after receipt of Landlord’s notice of termination, shall
have the right to withdraw its request for Landlord’s consent to a Transfer. In such event, this Lease shall continue in
full force and effect as if Tenant had never provided Landlord with a request for Landlord’s consent to a Transfer.


 


22.4         Any
termination occurring in accordance with the preceding sentence shall be effective as of the effective date of the proposed Transfer,
or if no such effective date was specified, as of a date reasonably determined by Landlord in its sole discretion.


 


22.5         Notwithstanding
anything to the contrary contained in this Article 22, in the event Tenant contemplates a Transfer of all or a portion
of the Premises (or in the event of any other Transfer or Transfers entered into by Tenant as a subterfuge in order to avoid the
terms of this Section 22.5), Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after
receipt of any Tenant’s Transfer notice, to recapture the space subject to Tenant’s desired Transfer (the “Contemplated
Transfer Space”) provided that Tenant, within 10 Business Days after receipt of Landlord’s notice of recapture, shall
have the right to notify Landlord of the cancelation of such contemplated Transfer or unwind such Transfer (if already occurred).
In such event, this Lease shall continue in full force and effect as if Tenant had never made or contemplated such Transfer. In
the event such option is exercised by Landlord (and Tenant fails to provide notice of cancelation or unwinding of such Transfer,
as applicable, within the time period above), this Lease shall be canceled and terminated with respect to such Contemplated Transfer
Space as of the contemplated effective date of the Transfer until either (i) the last day of the term of the contemplated Transfer
as set forth in Tenant’s intention to transfer notice or (ii) the last day of the Lease Term, as Landlord may elect in its
sole discretion.


 


22.6         If
a default under this Lease should occur while the Premises or any part thereof is subject to a Transfer, Landlord may, at its option
and in addition to any other rights or remedies provided for herein, at law or in equity, collect directly from the Transferee
all rent or other consideration becoming due to Tenant from the Transferee and apply such sums against any Rent due to Landlord
from Tenant. Tenant authorizes and directs any Transferee to make payment directly to Landlord of any and all sums due to Tenant
under any Transfer upon written notice from Landlord. No direct collection by Landlord from any Transferee shall be construed to
constitute a novation or a release of Tenant or any Guarantor from the further performance of their respective obligations hereunder.
The terms of this Section shall survive expiration of the Lease Term or earlier termination of this Lease.


 




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22.7         If
Tenant is a corporation, partnership or limited liability company, the issuance of any additional stock or equity interest and/or
the transfer, assignment or hypothecation of any stock or interest in such corporation, partnership or limited liability company
in the aggregate in excess of fifty percent (50%) of such stock or interests, as the same may be constituted as of the date of
this Lease, whether directly or indirectly, shall be deemed to be a Transfer within the meaning of this Article.


 


22.8         Landlord’s
express written consent to a Transfer shall not constitute a release of Tenant from any of its covenants, duties or obligations
hereunder, including Tenant’s obligation to pay Rent when due, whether occurring before or after such Transfer, nor shall
Landlord’s consent to any one Transfer constitute Landlord’s consent to any other or subsequent Transfers. In addition,
Guarantor shall not be released in the event of any Transfer.


 


22.9         Notwithstanding
anything in this Article 22 which may be construed to the contrary, a Transfer of all or a portion of the Premises to an
“Affiliate” (as hereinafter defined) of Tenant shall be deemed permitted hereunder (a “Permitted Affiliate Transfer”)
without the requirement of obtaining Landlord’s prior written consent; provided that (i) the Transfer does not have the effect
of reducing the tangible net worth of Tenant from that which existed immediately prior to the date of Transfer, (ii) such Transfer
is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) if an assignment of the Lease, the Transferee assumes,
in full, the obligations of Tenant under this Lease, (iv) Tenant provides Landlord with written notice of such Permitted Affiliate
Transfer within ten (10) days after effecting such transfer, and (v) Tenant remains fully liable under this Lease. The term “Affiliate”
of Tenant shall mean an entity which is (a) controlled by, controls, or is under common control with Tenant; (b) any entity resulting
from any merger, consolidation, reorganization or other restructure (provided such resulting entity has a tangible net worth equal
to or greater than that of Tenant immediately prior to such merger, consolidation, reorganization or other restructure), or (c)
any entity which acquires all or substantially all of the assets and/or ownership interests of Tenant, and which continues to
operate substantially the same business at the Premises as had been maintained by Tenant. Sections 22.2, 22.4, 22.5 and 22.7,
shall not apply to Permitted Affiliate Transfers that comply with the terms of this Section 22.9.


 


ARTICLE 23


EVENTS OF DEFAULT


 


23.1         Tenant will be in breach of this Lease
(an “Event of Default”) if at any time during the Lease Term:


 


23.1.1     Tenant
fails to make payment of any installment of Rent as and when due where such failure shall continue for a period of five (5) business
days after Tenant’s receipt of written notice from Landlord;


 


23.1.2     Tenant
fails to timely perform any of its material obligations to obtain and keep in full force and effect the insurance required hereunder,
which failure shall constitute an immediate default hereunder without the requirement of any notice and cure period, or Tenant
fails to perform any of its other obligations under Article 15 hereof entitled “Insurance,” where such failure shall
continue for a period of ten (10) days after written notice from Landlord;


 


23.1.3     Tenant
fails to observe, perform or fulfill any of its other material duties, covenants, agreements or obligations hereunder as and when
due, and such failure continues for a period of 30 days after Tenant’s receipt of written notice from Landlord; provided,
however, that if the nature of Tenant’s obligation is such that more than 30 days are reasonably required for its performance,
then Tenant will not be in breach if Tenant commences performance within such 30 day period and thereafter diligently prosecutes
the same to completion, but in no event shall such time period extend beyond 60 days; or


 


23.1.4     Tenant,
any Guarantor, or any Transferee becomes insolvent, makes a transfer in fraud of its creditors, makes a transfer for the benefit
of its creditors, is the subject of a bankruptcy petition, or is adjudged bankrupt or insolvent in proceedings filed against it;
or a receiver, trustee, or custodian is appointed for all or substantially all of any such party’s assets; or any such party
fails to pay its debts as they become due, convenes a meeting of all or a portion of its creditors, or performs any acts of bankruptcy
or insolvency, including the selling of its assets to pay creditors or the attachment, execution or other judicial seizure of substantially
all of such party’s assets located at the Premises or of such party’s interest in this Lease where such seizure is
not discharged within sixty (60) days.


 




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ARTICLE 24


REMEDIES OF LANDLORD


 


24.1         Nothing
contained herein shall constitute a waiver of Landlord’s right to recover damages by reason of Landlord’s efforts to
mitigate damages following an Event of Default, nor shall anything contained herein adversely affect Landlord’s right to
indemnification against liability for injury or damages to persons or property occurring prior to expiration of the Lease Term
or earlier termination of this Lease.


 


24.2         All
cure periods provided to Tenant herein shall run concurrently with any mandatory cure periods required to be provided by law.


 


24.3         If
a monetary Event of Default exists and remains uncured for ten (10) days after Landlord provides written notice to Tenant, or non-monetary
Event of Default exists and remains uncured for thirty (30) days after Landlord provides written notice to Tenant, in addition
to any other rights or remedies provided for herein or at law or in equity, Landlord, at its sole option, shall have the following
rights:


 


24.3.1     The
right to obtain a judicial order to declare this Lease at an end, to reenter the Premises and take possession thereof and to terminate
all of the rights of Tenant, and anyone claiming by, under or through Tenant, in and to the Premises.


 


24.3.2     The
right to terminate Tenant’s right to possession and/or reenter the Premises without declaring this Lease at an end and to occupy
the same, or any portion thereof, for and on account of Tenant as hereinafter provided, in which event Tenant shall be liable for
and pay to Landlord on demand all such reasonable expenses as Landlord may have paid, assumed or incurred in recovering possession
of the Premises, including, without limitation, costs, expenses, reasonable attorneys’ fees and expenditures placing the
same in good order, or preparing or altering the same for reletting, and all other expenses, commissions and charges paid by Landlord
in connection with reletting the Premises. Any such reletting may be for the remainder of the Lease Term or for a longer or shorter
period. Such reletting shall be for such rent and on such other terms and conditions as Landlord, in its sole discretion, deems
appropriate. Landlord may execute any lease either in Landlord’s own name or in the name of Tenant, or assume Tenant’s
interest in any existing subleases to any Transferee, as Landlord may see fit, and Tenant shall have no right or authority whatsoever
to collect any rent from such tenants or Transferee. No re-entry or taking possession of the Premises or reletting thereof by Landlord
pursuant to this Subsection, and no acceptance of surrender of the Premises or other action on Landlord’s part, shall be
construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant. In any case, and
whether or not the Premises or any part thereof is relet, Tenant shall be liable until the end of the Lease Term for Rent less
net proceeds, if any, of any reletting effected for the account of Tenant, and in no event shall Tenant be entitled to any excess
Rent received by Landlord over and above that which Tenant is obligated to pay hereunder. Landlord reserves the right to bring
such actions for the recovery of any deficits remaining unpaid by Tenant to Landlord hereunder as Landlord deems advisable from
time to time, without being obligated to await the end of the Lease Term. Commencement or maintenance of one or more such actions
by Landlord shall not bar Landlord from bringing any subsequent actions for further accruals. The terms of this Subsection shall
survive expiration of the Lease Term or earlier termination of this Lease.


 


24.3.3     Regardless
of whether Landlord has relet all or any portion of the Premises as provided above, Landlord shall have the right at any time to
elect to terminate this Lease for such previous Event of Default on the part of the Tenant and to terminate all the rights of Tenant
in and to the Premises, or to continue this Lease in full force and effect, whether or not Tenant shall have vacated the Premises.
In the event Landlord elects to continue this Lease in full force and effect, then Landlord shall be entitled to enforce all of
its rights and remedies under this Lease, including the right to recover Rent as it becomes due. Landlord’s election not
to terminate this Lease shall not preclude Landlord from subsequently electing to terminate this Lease or pursuing any of its other
remedies.


 




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24.3.4     Pursuant
to the rights of re-entry provided above, upon obtaining an appropriate judicial order, Landlord may remove all persons from the
Premises and may, but shall not be obligated to, (a) remove all property therefrom and (b) enforce any rights Landlord may have
against said property or store the same in any public or private warehouse or elsewhere at the cost and for the account of Tenant
or the owner or owners thereof. Such action by the Landlord shall not constitute a termination of this Lease. Tenant agrees to
indemnify Indemnitees and to hold Indemnitees free and harmless for, from and against any liability whatsoever for the removal
and/or storage of any such property, whether belonging to Tenant or any third party whomsoever. The indemnity set forth in the
preceding sentence shall survive expiration of the Lease Term or earlier termination of this Lease.


 


24.4         If
Tenant shall fail to pay any Rent or perform any other covenant or obligation on its part to be performed hereunder and such failure
is not cured within the applicable cure period prescribed herein, Landlord may, without waiving or releasing Tenant from any of
Tenant’s obligations or the Event of Default, make such payment or perform such covenant or obligation on behalf of Tenant.
All reasonable sums paid by Landlord and all necessary incidental costs incurred by Landlord in performing such covenant or obligation,
together with interest at the Default Rate from the date incurred until paid, shall be paid by Tenant to Landlord within thirty
(30) days after written demand therefor. The foregoing rights are in addition to any and all remedies available to Landlord upon
an Event of Default. In the event that Tenant shall fail to perform any of its maintenance and repair obligations set forth herein
resulting in an Event of Default, Landlord may elect, but shall not be obligated, to assume such obligations of Tenant for the
remainder of the Lease Term, in which event Tenant shall pay to Landlord, in addition to any other sums set forth herein, a management
fee equal to three percent (3%) of the cost of the maintenance and repair obligations to compensate Landlord for its service obligations
so assumed.


 


24.5         If
any payment of Rent payable by Tenant hereunder is not received by Landlord within five (5) business days after the due date, it
shall bear interest at the Default Rate from the date due until paid.


 


24.6         Tenant
acknowledges that, in addition to interest costs, the late payment by Tenant to Landlord of any Rent will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impractical to fix. Such other
costs include, without limitation, processing, administrative and accounting charges and late charges that may be imposed on Landlord
by the terms of any mortgage, deed of trust or related loan documents encumbering the Premises. Accordingly, if any payment of
Rent is not received by Landlord within 5 days of the date upon which such payment is due, Tenant shall pay to Landlord as a late
charge an additional sum equal to the greater of $250.00 or (b) five percent (5%) of the overdue amount. The parties agree that
such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any late payment
by Tenant, and the payment of late charges and interest are distinct and separate in that the payment of a late charge is to compensate
Landlord for Landlord’s processing, administrative and other costs incurred by Landlord as a result of Tenant’s delinquent
payments. Acceptance of a late charge or interest shall not constitute a waiver of the Event of Default or prevent Landlord from
exercising any of the other rights and remedies available to Landlord under this Lease.


 


24.7         If
Tenant fails to remove by the expiration or earlier termination of this Lease all of Tenant’s personal property, or any items
of Alterations identified by Landlord for removal, Landlord, in addition to Landlord’s other rights and remedies under this
Lease, may (a) remove and store such items and (b) upon ten (10) days prior notice to Tenant, sell all or any such items at private
or public sale for such price as Landlord may obtain. Landlord shall apply the proceeds of any such sale to any amounts due to
Landlord under this Lease from Tenant (including Landlord’s reasonable attorneys’ fees and other costs incurred in
the removal, storage, and/or sale of such items), with the remainder, if any, to be paid to Tenant. Tenant agrees to indemnify
Indemnitees and to hold Indemnitees free and harmless for, from and against any liability whatsoever for the removal and/or storage
of any such property, whether belonging to Tenant or any third party whomsoever. In the event there is a cost to Landlord associated
with such removal, storage, and/or sale in excess of any proceeds of any such sale, then Tenant shall, within thirty (30) days
of receipt of written notice of such cost, pay the full amount of such cost to Landlord. The provisions of this Section shall survive
the expiration or earlier termination of this Lease.


 


24.8         If
Tenant’s right of possession is terminated by Landlord due to an Event of Default, then this Lease may be terminated by Landlord
at its option. On such termination, Landlord may recover from Tenant, in addition to the remedies permitted at law:


 








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24.8.1     The
worth, at the time of the award, of the unpaid Base Monthly Rent and Additional Rent which had been earned as of the time this
Lease is terminated;


 


24.8.2     The
worth, at the time of the award, of the amount by which the Rent that would have been earned after the date of termination of this
Lease until the time of award exceeds the amount of the loss of rents that Tenant proves could be reasonably avoided;


 


24.8.3     The
worth, at the time of the award, of the amount by which the Rent for the balance of the Lease Term after the time of award exceeds
the amount of such rental loss for such period as the Tenant proves could have been reasonably avoided; and


 


24.8.4     Any
other reasonable amount necessary to compensate Landlord for all detriment caused by the Event of Default, or which in the ordinary
course of events would be likely to result therefrom, including, without limitation, (a) expenses for cleaning, repairing or restoring
the Premises and removal (including the repair of any damage caused by such removal) and storage (or disposal) of Tenant’s
personal property, equipment, fixtures, Alterations, and any other items which Tenant is required under this Lease to remove but
does not remove, (b) expenses for altering, remodeling or otherwise improving the Premises for the purpose of reletting the Premises,
(c) brokers’ fees and commissions, advertising costs and other expenses of reletting the Premises, (d) costs of carrying
the Premises such as taxes, insurance premiums, utilities and security precautions, (e) expenses of retaking possession of the
Premises, (f) reasonable attorney’s fees and court costs, (g) any unamortized brokerage commissions paid in connection with
this Lease, and (h) reimbursement of any rental or other concessions granted or made in favor of Tenant in consideration of this
Lease including, but not limited to, any moving allowances, contributions or payments by Landlord for tenant improvements or buildout
allowances or assumptions by Landlord of any of the Tenant’s previous lease obligations.


 


24.9         All
past due amounts owed by Tenant under this Lease shall bear interest at the greater of the prime interest rate plus ten percent
(10%) per annum or twelve percent (12%) per annum (the “Default Rate”), however, that the Default Rate shall in no
event exceed the maximum rate (if any) permitted by applicable law. The terms of this Section shall survive expiration of the Lease
Term or earlier termination of this Lease.


 


24.10       All
rights, options and remedies of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them
shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy
or relief which may be provided by law or in equity, whether or not stated in this Lease. Nothing in this Article shall be deemed
to limit or otherwise affect Tenant’s indemnification of Indemnitees pursuant to any provision of this Lease. Notwithstanding
anything to the contrary in this Lease, Landlord shall use commercially reasonable efforts to mitigate its damages.


 


ARTICLE 25


SURRENDER OF PREMISES NOT MERGER


 


The voluntary or other
surrender of the Premises by Tenant, or mutual cancellation of this Lease by Landlord and Tenant, will not be deemed to merge the
interests of Landlord and Tenant in and to the Premises. Any such surrender or cancellation may, at the option of Landlord, operate
as a termination of all or any existing Transfers or as an assignment to Landlord of any or all of such Transfers.


 


ARTICLE 26


ATTORNEYS’ FEES; COLLECTION CHARGES


 


26.1         In
the event of any legal action, arbitration or proceeding between the parties hereto, reasonable attorneys’ fees, court costs
and expenses of the prevailing party shall be added to the judgment therein


 


26.2         If
Landlord utilizes the services of an attorney or other professional to enforce any of its rights under or arising from this Lease,
if an Event of Default has occurred, Tenant agrees to pay Landlord’s reasonable costs and expenses actually incurred, including
without limitation, outside appraisers, accountants, attorneys, and other professional fees, regardless of the fact that no legal
action may be commenced or filed by Landlord and whether or not any such action is prosecuted to judgment.


 




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26.3         The terms of
this Article shall survive expiration of the Lease Term or earlier termination of this Lease.


 


ARTICLE 27


CONDEMNATION


 


27.1         If
twenty-five percent (25%) or more of the square footage of the Premises is taken for any public or quasi-public purpose by any
governmental power or authority, by exercise of the right of appropriation, reverse condemnation, condemnation, eminent domain
or deed in lieu thereof (such taking being referred to herein as a “Taking”), and if the remaining portion of the Premises
is not reasonably adequate for the operation of Tenant’s business after Landlord completes any repairs or alterations that
Landlord elects to make, if any, either Tenant or Landlord may terminate this Lease by notifying the other party of such election
in writing within twenty (20) days after the earlier of Landlord completes any repairs or alterations that Landlord elects to make,
or Landlord notifies Tenant in writing that it will not be making repairs or alterations.


 


27.2         If
less than twenty-five percent (25%) of the Premises is subject to a Taking, Landlord at its option may terminate this Lease. If
Landlord does not so elect to terminate this Lease, Landlord will promptly proceed to restore the Premises to substantially its
same condition existing prior to such partial Taking, allowing for any reasonable effects of such Taking, and a proportionate allowance
based on the loss of square footage will be made to Tenant for the Rent corresponding to the time during which, and to the part
of the Premises which, Tenant is deprived on account of such Taking and restoration. If the remaining portion of the Premises is
not reasonably adequate for the operation of Tenant’s business after Landlord completes any repairs or alterations that Landlord
elects to make, Tenant may terminate this Lease by notifying Landlord of such election in writing within twenty (20) days after
Landlord completes any repairs or alterations that Landlord elects to make.


 


27.3         Tenant
may not assert any claim against Landlord or the taking authority for any compensation because of such Taking ( except that Tenant
may file a separate claim with the taking authority as referenced below), and Landlord will be entitled to receive the entire amount
of any award without deduction for any estate or interest of Tenant in and to the Premises (except for Tenant’s claim as
referenced below). Tenant shall, however, have the right, to the extent that the same shall not reduce or prejudice amounts available
to Landlord, to claim from the taking authority, but not from Landlord, such compensation as may be recoverable by Tenant in its
own right for relocation benefits, moving expenses and damage to Tenant’s personal property and trade fixtures.


 


ARTICLE 28


RULES AND REGULATIONS


 


Tenant will faithfully
observe and comply with, and shall be responsible to enforce with respect to Tenant Parties, any and all rules and regulations
promulgated by Landlord for the Premises from time to time (the “Rules and Regulations”). Landlord’s current
Rules and Regulations are attached hereto as Exhibit “E.” Landlord reserves the right to modify and amend the
Rules and Regulations as it deems necessary or desirable, in Landlord’s sole discretion and with written notice to Tenant.
Landlord and Landlord Parties will not be responsible to Tenant for the failure of any party to observe the Rules and Regulations
except that Landlord agrees that no tenant shall be treated more favorably with respect to the Rules and Regulations than any other
tenant. The terms of the previous sentence shall survive the expiration of the Lease Term or earlier termination of this Lease.


 




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ARTICLE 29


ESTOPPEL CERTIFICATE


 


Tenant will execute
and deliver to Landlord, within ten (10) Business Days of Landlord’s written demand, a statement in writing addressed to
Landlord or to any third party selected by Landlord, certifying (a) that this Lease is in full force and effect and has not been
amended or, if amended, certifying copies of such amendment(s), (b) the amount of Base Monthly Rent and Additional Rent payable
hereunder, (c) the date to which Rent and other charges are paid, (d) that there are not, to Tenant’s knowledge, any uncured
defaults of Landlord hereunder or specifying such defaults if they are claimed, (e) that Tenant will not amend, terminate or make
prepayment of more than one month’s Rent under this Lease, (f) that any Notice (as defined below) required hereunder to be
given to Landlord shall be given also to Mortgagee and any right of Tenant hereunder which is dependent on such Notice shall take
effect only after Notice is so given, and (g) all such other matters as Landlord may reasonably request. Any such statement may
be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. Tenant’s failure to deliver such
statement within such ten (10) Business Day period shall be conclusive upon Tenant that (x) this Lease is in full force and effect,
without modification except as may be represented by Landlord; (y) there are no uncured defaults in Landlord’s performance;
and (z) not more than one (1) month’s Rent has been paid in advance. Tenant shall indemnify, protect, defend (with counsel
reasonably approved by Landlord in writing) and hold Indemnitees harmless from and against any and all Liabilities attributable
to any failure by Tenant to timely deliver any such estoppel certificate to Landlord.


 


ARTICLE 30


SALE BY LANDLORD


 


The term “Landlord”
as used in this Lease shall be limited to mean and include only the owner or owners, at the time in question, of the fee title
to the Premises and any and all owners of the fee title to the Premises during the Lease Term for purposes of the Indemnities with
respect to matters arising while owned by the applicable Landlord. Upon any transfer or conveyance of any such title or interest
(other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations
on the part of the Landlord contained in this Lease, whether express or implied, ripe or not, and in such event Tenant agrees to
look solely to the successor in interest of Landlord in and to this Lease. This Lease will not be affected by any such sale, and
Tenant agrees to attorn to the Landlord’s successor in interest. Landlord and Landlord’s transferees and assignees
shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises and this Lease
without the consent of Tenant.


 


ARTICLE 31


NOTICES


 


31.1         All
notices to be given under this Lease (“Notices”) shall be in writing and delivered either (i) personally upon
an officer of Landlord or Tenant, as the case may be, or (ii) by depositing such notice in the United States mail, certified or
registered mail with return receipt requested, postage prepaid, or (iii) via reputable overnight air courier service (such as Federal
Express or Airborne) and in every case addressed as set forth in page number 1 of this Lease or if no address for Tenant is inserted
in page number 1 of this Lease, addressed to Tenant at Tenant’s present address, and, after occupancy of the Premises by Tenant,
to Tenant at the Premises.


 


31.2         Notice
via personal service shall be deemed to have been given when actually delivered. Notice given by certified or registered mail shall
be deemed to have been given on the second Business Day after the date that the notice is deposited into the mail postage prepaid.
Notice given via air courier shall be deemed given one (1) Business Day after it is accepted by said courier for next day delivery.


 


32.3         Either
Landlord or Tenant may change the location at which it receives notices to another location within the United States of America
upon not less than ten (10) days’ notice to the other pursuant to this Article 32.


 


ARTICLE 32


WAIVER


 


The failure of Landlord
to insist in any one or more cases upon the strict performance of any term, covenant or condition of this Lease will not be construed
as a waiver of a subsequent breach of the same or any other term, covenant or condition. The waiver by Landlord of any Event of
Default shall not be a waiver of any preceding or subsequent Event of Default, and no delay or omission by Landlord to seek a remedy
for any Event of Default hereunder shall be deemed a waiver by Landlord of its remedies or rights with respect to such Event of
Default, nor shall Landlord’s acceptance of any Rent payment be construed to be a waiver by Landlord of any preceding Event
of Default.


 




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ARTICLE 33


HOLDOVER


 


33.1         Tenant
shall vacate the Premises upon the expiration of the Lease Term or earlier termination of this Lease and shall surrender possession
thereof to Landlord in accordance with the terms hereof Tenant shall indemnify Indemnitees for, from and against any and all Liabilities
incurred by Indemnitees attributable to any delay hereunder by Tenant. The indemnity set forth in the preceding sentence shall
survive expiration of the Lease Term or earlier termination of this Lease.


 


33.2         If
Tenant remains in possession of the Premises, or any portion thereof, after the expiration of the Lease Term or earlier termination
of this Lease without the prior written consent of Landlord, such occupancy shall be deemed a month-to-month tenancy upon all the
terms and conditions of this Lease except that Tenant shall be liable for all actual damages incurred by Landlord as a result of
Tenant’s holdover, and Tenant shall pay Base Monthly Rent equal to one hundred fifty percent (150%) of the Base Monthly Rent paid
by Tenant during the final month of the Lease Term. Acceptance by Landlord of Rent after such expiration of the Lease Term or earlier
termination of this Lease shall not constitute consent to a holdover or result in an extension of this Lease and Tenant shall have
no right, whether by purported exercise of any option granted hereunder or otherwise, to expand the Premises or extend the Lease
Term. All options, rights of first refusal, and/or rights of first offer, if any, granted under the terms of this Lease shall be
terminated and be of no further force or effect during such month-to-month tenancy. Nothing herein shall limit any of Landlord’s
rights or Tenant’s obligations arising from Tenant’s failure to timely surrender possession of the Premises, including,
without limitation, Landlord’s right to repossess the Premises and remove Tenant therefrom at any time after the expiration
or earlier termination of this Lease and Tenant’s obligation to reimburse and indemnify Landlord as provided herein.


 


ARTICLE 34


DEFAULT OF LANDLORD: LIMITATION OF LIABILITY


 


If Landlord defaults
in performing any of its obligations under this Lease, Tenant agrees to promptly give notice of such default to Landlord and to
afford Landlord a reasonable period of time to cure such default, which period of time shall not be less than thirty (30) days.
Landlord shall not be in default in the performance of any obligation required to be performed by Landlord under this Lease unless
Landlord has failed to perform such obligation within thirty (30) days after the receipt of written notice from Tenant specifying
in detail Landlord’s failure to perform; provided however, that if the nature of Landlord’s obligation is such that
more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such
performance within such thirty (30) day period and thereafter diligently pursues the same to completion. If Landlord fails to cure
any such default within such time periods and it has a material and adverse effect on Tenant, Tenant shall have the right to terminate
the Lease as well as any other remedies available to Tenant pursuant to law; provided such remedies are subject to the limitations
herein, and in no event shall Landlord be liable for any punitive or consequential damages. Should Tenant give written notice to
Landlord to correct any default and Tenant has written notice of a Mortgagee, then prior to any cancellation of this Lease or the
exercise of any other remedies available to Tenant hereunder, Tenant shall give the same notice to Mortgagee, initially at the
address set forth in Article 1 hereof, and thereafter at such other addresses of which Tenant may be notified from time to time,
and Mortgagee shall be given thirty (30) days, or such longer period of time as may be reasonably necessary, to correct or remedy
such failure to perform, but shall have no obligation to do so. If and when the Mortgagee has made performance on behalf of Landlord,
Landlord’s failure to perform shall be deemed cured. Tenant shall have no right to terminate this Lease except as expressly
provided herein. In the event of any actual or alleged failure, breach or default hereunder by Landlord, Tenant’s sole and
exclusive remedy will be against the interest of Landlord (and of any successor landlord) in the Project. Except for an action
against the interest of Landlord (and of any successor landlord) in the Project, Tenant shall look solely to Landlord’s interest
in the Project, and Tenant shall not pursue any Indemnitee , nor shall any Indemnitees be subject to service of process or have
a judgment obtained against them, in connection with any alleged breach or default. No writ of execution will be levied against
the assets of any Landlord Parties other than for an action against the interest of Landlord (and of any successor landlord) in
the Project. Notwithstanding anything contained in this Lease to the contrary, except for an action against the interest of Landlord
(and of any successor landlord) in the Project, the obligations of Landlord under this Lease (including any actual or alleged breach
or default by Landlord) do not constitute personal obligations of Landlord or the individual owners, members, partners, directors,
officers or shareholders of Landlord, and Tenant shall not seek recourse against Landlord or the individual owners, members, partners,
directors, officers or shareholders of Landlord or any of their personal assets for satisfaction of any liability with respect
to this Lease. Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord
for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder
by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy
shall be against Landlord’s equity interest in, the Project and proceeds therefrom, and no other assets of Landlord. The
covenants and agreements set forth in this Article are enforceable by Indemnitees and shall survive the expiration of the Lease
Term or earlier termination of this Lease.


 




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ARTICLE 35


SUBORDINATION


 


Without the necessity
of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord,
Mortgagee, any party holding a deed of trust or mortgage, or any ground lessor with respect to the Building or the Project, this
Lease will be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter
be executed affecting the Project, and (b) the lien of any mortgage or deed of trust which may now exist or may hereafter be executed
in any amount for which the Building, Project, ground leases or underlying leases, or Landlord’s interest or estate therein,
is specified as security. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed
of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination
and at the option of such successor in interest, attorn to and become the Tenant of the successor in interest to Landlord. Tenant
covenants and agrees to execute and deliver to Landlord within ten (10) days of Landlord’s written request any commercially
reasonable requested document or instrument evidencing such subordination of this Lease with respect to any such ground lease,
underlying lease or the lien of any such mortgage or deed of trust, provided such subordination agreement shall include, without
limitation, a non-disturbance agreement confirming that so long as Tenant is not in default under this Lease, Tenant’s leasehold
interest shall not be disturbed by such party, and that such subordination agreement shall not permit material interference with
Tenant’s rights hereunder. Notwithstanding anything to the contrary provided for herein, the parties have attached to this
Lease as Exhibit I a form of SNDA which Landlord has used with one of its lenders in the past (the “Sample SNDA”).
Both parties agree that Sample SNDA is commercially reasonable and acceptable in form and substance, and Tenant shall, upon written
request from Landlord, execute an SNDA, which is either commercially reasonable as described above, or substantially consistent
with the Sample SNDA within the time frames described above, as elected by Landlord.


 


ARTICLE 36


BROKERS


 


Tenant warrants that
it has had no dealings with any broker or agent in connection with this Lease except for those set forth in Article 1 hereof
and covenants to pay, hold harmless and indemnify Indemnitees for, from and against any and all costs, expense or liability for
any compensation, commissions and charges claimed by any other broker or agent with respect to this Lease or its negotiation. Landlord
warrants that it has had no dealings with any broker or agent in connection with this Lease except for those set forth in Article
1 hereof and covenants to pay, hold harmless and indemnify Tenant and Tenant Parties for, from and against any and all costs, expense
or liability for any compensation, commissions and charges claimed by any other broker or agent with respect to this Lease or its
negotiation. The terms of this Article shall survive expiration of the Lease Term or earlier termination of this Lease.


 


ARTICLE 37


QUIET POSSESSION


 


Tenant may quietly
have, hold and enjoy the Premises during the Lease Term in accordance with and subject to the terms and conditions of this Lease
without disturbance from Landlord or from any other person claiming through Landlord. Landlord represents and warrants to Tenant
that as of the Effective Date, Landlord owns fee title to the Project.


 




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ARTICLE 38


MISCELLANEOUS PROVISIONS


 


38.1         If
Tenant executes this Lease as a partnership, each individual executing this Lease on behalf of the partnership represents and warrants
that he or she is a general partner of the partnership and that this Lease is binding upon the partnership in accordance with its
terms. If Tenant executes this Lease as a corporation or a limited liability company, each of the persons executing this Lease
on behalf of Tenant covenants and warrants that Tenant is a duly authorized and existing corporation or limited liability company,
that Tenant has and is qualified to transact business in Arizona, that the corporation or limited liability company has full right,
authority and power to enter into this Lease and to perform its obligations hereunder, that each person signing this Lease on behalf
of the corporation or limited liability company is authorized to do so and that this Lease is binding upon the corporation or limited
liability company in accordance with its terms. Each individual executing this Lease on behalf of Landlord represents and warrants
that he or she is properly authorized to bind the limited partnership and that this Lease is binding upon the limited partnership
in accordance with its terms.


 


38.2         All
Exhibits and Addenda attached hereto are incorporated herein by this reference and made a part this Lease. If any provision contained
in an Exhibit or Addendum is inconsistent with any other provision of this Lease, the provision contained in the Exhibit or Addendum
shall supersede the provisions contained in herein unless otherwise provided.


 


38.3         This
Lease and the Exhibits attached hereto contain all of the covenants, provisions, agreements, conditions and understandings between
Landlord and Tenant concerning the Premises and any other matter covered or mentioned in this Lease, and no prior agreement or
understanding, oral or written, express or implied, pertaining to the Premises or any such other matter shall be effective for
any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto
or their respective successors in interest. The parties acknowledge that all prior agreements, representations and negotiations
are deemed superseded by the execution of this Lease to the extent they are not expressly incorporated herein. Any warranties or
representations not expressly contained herein will in no way bind either Landlord or Tenant, and Landlord and Tenant expressly
waive all claims for damages by reason of any statement, representation, warranty, promise or agreement not contained in this Lease.
The provisions of this Section shall survive expiration of the Lease Term or earlier termination of this Lease.


 


38.4         This
Lease and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the
laws of the State of Arizona, without regard to its principles of conflicts of law. Any action brought to interpret, enforce, or
construe any provision of this Lease shall be commenced and maintained in the Maricopa County Superior Court of the State of Arizona
(or, as may be appropriate, in the Justice Courts of Maricopa County or in the United States District Court for the District of
Arizona if, but only if, the superior court lacks or declines jurisdiction over such action). The parties irrevocably consent to
jurisdiction and venue in such courts for such purposes and agree not to seek transfer or removal of any action commenced in accordance
with the terms of this Section. Landlord and Tenant agree that any action or proceeding arising out of this Lease shall be heard
by a court of competent jurisdiction sitting without a jury, and each hereby waives all rights to trial by jury. The terms of this
Section shall survive the expiration of the Lease Term or earlier termination of this Lease.


 


38.5         The
language of this Lease shall be construed to its normal and usual meaning and not strictly for or against either Landlord or Tenant.
Each party has reviewed and revised this Lease and any rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply to the interpretation hereof. This Lease shall be construed as a whole and in accordance with
its fair meaning, and shall not be construed more strictly against one party hereto than against the other party merely by virtue
of the fact that it may have been prepared by counsel for one of the parties. If any words or phrases in this Lease have been stricken,
whether or not replaced by other words or phrases, this Lease shall be construed (if otherwise clear and unambiguous) as if the
stricken matter never appeared and no inference shall be drawn from the former presence of the stricken matters in this Lease or
from the fact that such matters were stricken.


 




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38.6         The
Section headings of this Lease are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter
or affect the meaning or interpretation of any provision hereof. Where the context requires herein, the word “person”
will include corporation, firm, partnership, limited liability company or association, the singular shall be construed as the plural,
and neuter pronouns shall be construed as masculine and feminine pronouns, and vice versa.


 


38.7         If
there is more than one person comprising Tenant hereunder, (a) each of them is and shall be jointly and severally liable for the
covenants, conditions, provisions and agreements of this Lease to be kept, observed and performed by Tenant; and (b) the act or
signature of, or notice from or to, any one or more of them with respect to this Lease shall be binding upon each and all of the
persons and entities executing this Lease as Tenant with the same force and effect as if each and all of them had so acted or signed,
or given or received such notice.


 


38.8         If
any provision of this Lease is found to be unenforceable, or is or becomes illegal because of any present or future law or regulation
of any governmental body or entity effective during the Lease Term, the intention of the parties is that the remaining provisions
of this Lease shall not be affected thereby.


 


38.9         Time
is of the essence of each term and provision of this Lease.


 


38.10       Subject
to the terms of Article 23 hereof entitled “Assignment, Subletting and Transfers of Ownership” and Article
31 hereof entitled “Sale by Landlord,” the terms and provisions of this Lease are binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Except as otherwise
provided herein, any indemnification or release of Landlord or Tenant hereunder shall include Landlord Parties or Tenant Parties,
as applicable. The terms of the foregoing sentence shall survive the expiration of the Lease Term or earlier termination of this
Lease.


 


38.11       All
covenants and agreements to be performed by Tenant under any of the terms of this Lease will be performed by Tenant at Tenant’s
sole cost and expense and without any abatement of Rent.


 


38.12       In
consideration of Landlord’s covenants and agreements hereunder, Tenant hereby covenants and agrees not to disclose any terms,
covenants or conditions of this Lease to any other party (other than Tenant’s brokers, accountants, and legal counsel) without
the prior written consent of Landlord. The terms of this Section shall survive expiration of the Lease Term or earlier termination
of this Lease.


 


38.13       If
Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled
to any damages for any withholding by Landlord of its consent; Tenant’s sole remedy shall be an action for specific performance
or injunction, and such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably
withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. The terms of this Section
shall survive the expiration of the Lease Term or earlier termination of this Lease.


 


38.14       As
used herein, the term “Business Day” shall mean a day that is not a Saturday, Sunday or legal holiday. In the event
that the first day a Notice shall be deemed given under this Lease, or the date for the performance of any covenant or obligation
hereunder, shall fall on a Saturday, Sunday or legal holiday, the date such Notice shall be deemed given, or the date for performance
of such covenant or obligation, shall be extended to the next Business Day. If any deadline or Notice date herein is extended to
the next Business Day, and such deadline is used to calculate a subsequent date, the extended date that falls on the next Business
Day shall be used to calculate the subsequent date. Unless otherwise provided in this Lease, all time periods shall be in calendar
days.


 


38.15       Whenever
a day is appointed herein on which, or a period of time is appointed during which, either party is required to do or complete any
act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of
days on or during which such party is prevented from, or is reasonably interfered with, the doing or completion of such act, matter
or thing because of labor disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire
or other casualty, inability to obtain materials, fuel or energy, weather or other acts of God, terrorism or other causes beyond
such party’s reasonable control (financial inability excepted) (“Force Majeure”); provided, however, that nothing
contained herein shall excuse Tenant from the prompt payment of any Rent.


 




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38.16       In
addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the parties hereunder, each
party shall, whenever and as often as it shall be requested by the other party, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such further instruments and documents as may be reasonably necessary in order to carry out
the intent and purpose of this Lease, including without limitation execution of any documents reasonably requested to allow either
party to deal with governmental entities, utility companies and other third parties from whom permits or approvals may be required.
The terms of this Section shall survive the expiration of the Lease Term or earlier termination of this Lease.


 


38.17       If
any Mortgagee of the Project requests reasonable modifications to this Lease, Tenant will not unreasonably withhold, delay or defer
its written consent thereto, provided that such modifications do not materially increase the obligations of Tenant hereunder or
materially and adversely affect Tenant’s leasehold interest or increase the Rent obligations of Tenant in any way.


 


38.18       Throughout
the Lease Term (but not more than three times in any calendar year), and within ten (10) days following Landlord’s written
request, Tenant agrees to deliver (and cause Guarantor, if any to deliver) to Landlord current financial statements of Tenant and
Guarantor, if any, certified by an officer or principal of Tenant. Landlord shall hold any such information in confidence and shall
use it only for the purpose of evaluating Tenant’s financial condition; provided, however, that Landlord shall be permitted
to share such information with Mortgagee or other holder of a deed of trust or mortgagee in the Project, Building or Premises,
or prospective purchaser of the Project, Building or Premises.


 


38.19       Neither
this Lease nor any memorandum hereof shall be recorded by Tenant. At the sole option of Landlord, Tenant and Landlord shall execute,
and Landlord may record, a short form memorandum of this Lease in form and substance satisfactory to Landlord.


 


38.20       This
Lease may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same instrument. A party’s signature on this Lease or any amendment hereto may be provided by facsimile and shall
be effective upon transmission to the other party hereto.


 


[SIGNATURES ON FOLLOWING PAGE]


 




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IN WITNESS WHEREOF,
Landlord and Tenant have executed this Lease as of the date and year indicated by Landlord’s execution date as written below.


 


	LANDLORD:	 	TENANT:
	 	 	 
	AX UNION HILLS L.P., a Delaware limited partnership	 	 GREENWOOD HALL, INC., a Nevada corporation
	 	 	 
	By:	/s/ Philip Martens	 	By:	/s/ John Hall
	 	 	 	 
	Name: Philip Martens	 	Name: 	John Hall
	 	 		
	Its: Authorized Signatory	 	Its:	CEO
	 	 	 	 	 





	By:	/s/ Kara  Watson	 
	 	 	 
	Name: 	Kara  Watson	 
	 	 
	Its: Authorized Signatory	 


 




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EXHIBIT “A” 


FLOOR PLAN OF PREMISES


 


 


 




    	A-1



    	 



    

 


EXHIBIT “B” 


STANDARD WORKLETTER


 


This Workletter describes
Landlord’s and Tenant’s obligations regarding the improvements to be designed and constructed within the Premises (the
“Tenant Improvements”). This Workletter is a part of the Lease and all actions and obligations hereunder are subject
to all terms and conditions of the Lease unless expressly provided otherwise herein. Capitalized terms which are not otherwise
defined in this Workletter have the meanings set forth in the Lease. Any breach or default by Tenant hereunder also constitutes
a default under the Lease.


 


1.          In
General. Tenant is accepting the Premises in a strictly AS-1S condition, and Tenant shall be responsible for the costs to design
and construct the Tenant Improvements, subject to Landlord’s obligation to contribute the Tenant Improvement Allowance toward such
costs. Landlord shall manage the construction and shall be responsible for and engage a general contractor to construct the Tenant
Improvements (the “General Contractor”) in accordance with the terms of this Workletter.


 


2.          Design
Drawings for Tenant Improvements.


 


3.          When
approved in writing by Landlord and Tenant, the Final Plans shall be attached hereto and incorporated herein are as Exhibit
B-l (the “Final Plans”). Exhibit B-l currently only has the Space Plan for the Premises attached.


 


4.          Tenant
Improvement Allowance. Tenant shall be credited with an allowance (the “Tenant Improvement Allowance”) of eleven
and 00/100 Dollars ($11.00) per rentable square foot of the Premises. The Tenant Improvement Allowance is to be applied against
the Cost of Tenant Improvements (as defined below) and shall be used for the design, including engineering plans, specifications
and permits, purchase, installation, and construction of the Tenant Improvements. If there is Tenant Improvement Allowance available,
Tenant may use the same for Tenant’s furniture; furnishings; inventory; trade fixtures; personal property; signage; equipment;
computer, data, phone and security systems for the Premises. Tenant shall not be entitled to any cash payments or any rent reduction
if the Tenant Improvement Allowance exceeds the actual Cost of Tenant Improvements. The Tenant Improvement Allowance must be utilized
by Tenant within 6 months after the Commencement Date, otherwise the remaining amount shall be forfeited by Tenant.


 


5.          Cost
and Payment of Tenant Improvements.


 


5.1.        Cost of Tenant
Improvements. As used herein, the “Cost of Tenant Improvements” shall include, without limitation but subject
to the provisions of this Section 5 hereof, the following, whether incurred before or after the execution of the Lease:


 


5.1.1.          Costs
and expenses, including those of architectural and engineering fees and any associated reimbursable expenses incurred by Landlord
or Tenant in preparing, reviewing, revising and approving the Final Plans and any changes, modifications or alterations thereto;


 


5.1.2.          Landlord’s
cost of constructing the Tenant Improvements, including without limitation labor, materials, overhead, general conditions, bonds
and permits and plan check fees, including but not limited to a construction management fee equal to three percent (3%) of the
Cost of Tenant Improvements* all fees or costs paid to the City of Phoenix in connection with the City of Phoenix’s Annual
Facilities Permit Program, and fees and costs of the General Contractor and all subcontractors;


 


5.1.3.          The
cost, if any, for any additions or changes to the shell or core of the Building or any of the Building systems that are required
by the Tenant Improvements (including construction expenses and engineering costs), including without limitation the cost of providing
or upgrading water, heating, cooling, air or electrical facilities for the Building should the Tenant Improvements require services,
utilities or heating, ventilation or air conditioning in excess of that provided for premises built out with building standard
improvements;


 




    	B-1



    	 



    

 


5.1.4.          Allowances
(as defined below), as finally adjusted;


 


5.1.5.          All
costs due to Change Orders (as defined below);


 


5.1.6.          Increases
in design and construction costs caused by Tenant or any of Tenant Parties, including without limitation (a) any Tenant
Delays, including, without limitation, any delays by Tenant to furnish information, approve any item, or perform any
obligation in accordance with the terms of this Workletter, including the failure to prepare or approve the Final Plans by
any applicable due date, (b) Tenant’s request for improvements or any equipment, materials, finishes or installations
other than those readily available, (c) Tenant’s request for changes to the Final Plans after initial approval by
either Tenant or Landlord, (d) performance of work in the Premises by Tenant, its contractors, or any of Tenant Parties
during the performance of the Tenant Improvements, or (e) if the performance of any portion of the Tenant Improvements
depends on the prior or simultaneous performance of work by Tenant, a delay by Tenant, its contractors, or any of Tenant
Parties in the completion of such work; and


 


5.1.7.          Any
applicable state sales or use tax upon the foregoing.


 


Tenant, at its sole expense, shall be responsible
for and pay the amount (“Tenant’s Cost”), if any, by which the actual Cost of Tenant Improvements exceeds the
Tenant Improvement Allowance.


 


5.2.          Tenant
Improvements Cost Estimate. Landlord bid the work for the Tenant Improvements and the party selected by Tenant and Landlord
is described on Exhibit B-l and shall be the “General Contractor” hereunder. The costs for the Tenant Improvements
shall be “open book” so that Tenant may review all such costs and Landlord shall enter into a stipulated sum contract
with the General Contractor with a five percent (5%) contingency line item (the “GC Contract”). The GC Contract shall
contain a one year warranty against defective workmanship and materials (the “Warranty”). Tenant shall have the right
to, at Tenant’s request, to enforce the Warranty against the General Contractor, as its sole remedy for any defective workmanship
or materials or latent defects in connection with the Tenant Improvements, and Landlord shall, upon Tenant’s written request, assign
to Tenant all contract Warranties reasonably necessary for Tenant to enforce such Warranty. Landlord shall provide Tenant with
a written estimate (the “Estimate”) of the Cost of Tenant Improvements, including Allowances, based upon the bid received
from the General Contractor selected by Landlord plus Landlord’s invoices or reasonable estimates of its other costs referred
to herein. An “Allowance” is an estimate of cost for an item of work which is not sufficiently defined in the documents
to allow a fixed price to be determined by the General Contractor and, therefore, for which the actual Cost of Tenant Improvements
will be increased or decreased by the precise amount that the actual cost of the Allowance item is either in excess of or less
than the amount of the Allowance for that item.


 


5.3.          Improvements
Deposit. Tenant shall pay one hundred twenty percent (120%) of the amount by which the Estimate exceeds the Tenant Improvement
Allowance (the “Improvements Deposit”) to Landlord prior to the commencement of construction of any Tenant Improvements,
and Landlord shall deposit such funds into Landlord’s general account for payment to the General Contractor in accordance
with the terms of the GC Contract for such Tenant Improvements. Landlord shall be under no obligation to construct any of the Tenant
Improvements until Landlord has approved the Estimate and Tenant has paid the Improvements Deposit to Landlord as required herein;
provided, however, Landlord shall have the option to commence and complete the Tenant Improvements at any time after the Final
Plans have been approved.


 




    	B-2



    	 



    

 


4.4.          Payment
Reconciliation. Landlord shall promptly notify Tenant in writing (the “Notice of Cost”) of the actual Cost of Tenant
Improvements when such amount has been finally determined. If Tenant’s Cost, as finally determined, exceeds the Improvements
Deposit, Tenant shall pay the amount of such difference to Landlord within five (5) Business Days after Tenant’s receipt
of the Notice of Cost. Any failure of Tenant to make any payment or deposit required hereunder within five (5) Business Days shall
constitute a default under the terms of the Lease in the same manner as a failure to pay installments of Rent when due. If Tenant’s
Cost is less than the Improvements Deposit, Landlord shall apply the amount of such difference to Tenant’s next installment(s)
of Rent due.


 


6.           Construction
of Tenant Improvements.


 


6.1.          Landlord
Obligation to Construct. The Tenant Improvements shall be constructed by the General Contractor in accordance with the
Final Plans and paid for as set forth herein. During construction of Tenant Improvements, Landlord may, based upon
information obtained from the General Contractor and Landlord, revise construction, including the substitution of materials,
systems and equipment, provided such revisions and substitutions or both do not reduce the size of the Premises or the
quality of any material, construction technique or component and such revisions and substitutions are approved by Tenant,
which approval shall not be unreasonably withheld.


 


6.2.          Changes,
Additions or Alterations. If Tenant shall request any change, addition or alteration in the Final Plans (“Change
Order”), Tenant shall prepare and submit all necessary plans, specifications and permits with respect to such requested
Change Order for Landlord’s approval. Any such Change Order shall be subject to the provisions of this Workletter. The
General Contractor shall not proceed with the Change Order until Tenant has paid Landlord’s reasonable estimate of the
additional charges, expenses and costs, if any, of the Tenant Improvements attributed to such Change Order, including any
costs and expenses incurred by Landlord in approving said changes, modifications or alterations. Any such payment shall
thereafter be deemed part of the Improvements Deposit. If Tenant does not pay such additional charges within five (5)
Business Days after its receipt of Landlord’s estimate as set forth herein, Landlord shall have the option to continue
construction of the Tenant Improvements as if such Change Order request had not been submitted.


 


6.3.          Punch
List. On or before the date upon which Tenant occupies the Premises, Landlord shall cause the General Contractor to inspect
the Premises with a representative of Tenant and to complete a written punch list of unfinished Tenant Improvements items. Tenant’s
representative shall execute said punch list to indicate Tenant’s approval thereof. Such punch list items shall be completed
by the General Contractor as soon as reasonably possible thereafter to the extent that each such punch list item relates to Tenant
Improvements and not to other work being done at the Premises by or on behalf of Tenant.


 


6.4.          Substantial
Completion. The term “Substantial Completion” or “Substantially Complete or Completed” as used herein
means that all of the following have been satisfied: (a) the General Contractor has completed the Tenant Improvements pursuant
to the Final Plans to the point where only punch list items remain to be completed; and (b) any Certificate of Occupancy or its
equivalent, if any, required by the local building department or other governmental agency has been obtained. Notwithstanding the
foregoing, the Premises may be deemed to be Substantially Complete without a Certificate of Occupancy Premises through a “green
tag” or temporary certificate of occupancy and thereafter Landlord shall continue to use commercially reasonable efforts to
procure the final Certificate of Occupancy as promptly as is reasonably possible. Tenant shall be obligated to accept the Premises
at such time as the Premises are Substantially Complete as defined herein, even though certain other portions of the Building or
the Project which do not interfere with Tenant’s efficient conduct of its business may not have been fully completed, and
even though Tenant’s furniture, furniture systems, telephones, telexes, telecopiers, photocopiers, photocopy machines, computers
and other business machines or equipment may not have been installed.


 




    	B-3



    	 



    

 


7.          Reasonable
Diligence; Indemnification. Both Landlord and Tenant agree to use reasonable diligence in performing all of their respective
obligations and duties under this Workletter and in proceeding with the construction and completion of the Tenant Improvements.
Neither review nor approval by Landlord of the Final Plans nor Landlord’s supervision or performance of any work for or on
behalf of Tenant shall constitute a representation or warranty by Landlord or Landlord Parties that the Final Plans either (a)
are complete or suitable for their intended purpose or (b) comply with applicable laws, ordinances, codes, regulations or any insurance
requirements, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or
to any other person or entity for such completeness, suitability or compliance and that Tenant shall be responsible for all elements
of the design of the Final Plans (including, without limitation, compliance with law, functionality of design, the structural integrity
of the design, the configuration of the Premises, and the placement of Tenant’s furniture, appliances and equipment). Tenant
agrees that, in connection with the Tenant Improvements and its use of the Premises prior to the Commencement Date, Tenant shall
have those duties and obligations with respect thereto that it has pursuant to the Lease during the Lease Term, except the obligation
to pay Rent, and further agrees that Landlord and Landlord Parties shall not be liable in any way for injury, loss, or damage which
may occur to any of the improvements or installations made in the Premises , or to any personal property placed therein , the same
being at Tenant’s sole risk. Tenant agrees to indemnify, defend and hold Landlord and Landlord Parties harmless for, from
and against any and all claims arising from Tenant’s use of the Premises, the conduct of Tenant’s business, or any
activity or work done, permitted or suffered by Tenant or Tenant Parties on or about the Premises, the Building, the Project or
the Common Areas prior to the Commencement Date.


 


8.          Additional
Space. This Workletter shall not be deemed applicable to any additional space added to the Premises at any time or from time
to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the
Premises in the event of a renewal or extension of the original Lease Term, whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement thereto.


 


9.          Dispute
Resolution. If the parties are unable to reach agreement on a matter covered by this Workletter, then either party shall be
entitled to give notice to the other electing to have such matter decided by a licensed architect as provided in this section.
Upon delivery and receipt of such notice, Landlord and Tenant will within five (5) days thereafter mutually appoint a licensed
architect located in the metropolitan Phoenix area who will review the dispute and rule in favor of either Landlord or Tenant
(the “Deciding Architect”). The Deciding Architect must have at least ten (10) years of full-time commercial
architectural experience with projects comparable to the Building. The Deciding Architect may not have any material financial
or business interest in common with either of the parties. If Landlord and Tenant are not able to agree upon a Deciding Architect
within such five (5) days, each party will within five (5) days thereafter separately select an architect meeting the criteria
set forth above, which two architects will, within five (5) days of their selection, mutually appoint a third architect meeting
the criteria set forth above to be the Deciding Architect. Within seven (7) days of the appointment (by either method) of the
Deciding Architect, Landlord and Tenant will submit to the Deciding Architect their respective position on the relevant issue.
Within ten (10) days of such appointment of the Deciding Architect, the Deciding Architect will review each party’s submittal
(and such other information as the Deciding Architect deems necessary) and will select, in total and without modification, the
submittal presented by either Landlord or Tenant. If the Deciding Architect timely receives one party’s submittal, but not
both, the deciding Architect must designate the submitted proposal as the winning position. In the event the Deciding Architect
rules in favor of Tenant, Landlord shall take such actions as required and shall pay all costs and expenses of the Deciding Architect
and any delay in the construction shall not be deemed Tenant Delays. In the event the Deciding Architect rules in favor
of Landlord, Tenant shall pay the costs and expenses of the Deciding Architect and any delay in the construction shall be deemed
Tenant Delays.


 


10.        Tenant
Delays. For purposes of this Exhibit B, Tenant Delays shall include, without limitation: (a) Tenant’s (or Tenant’s Architect’s)
failure to comply with the time frames set forth herein (time being of the essence); and (b) any other delay otherwise caused by
Tenant or Tenant’s Architect after notice from Landlord and expiration of a two (2) Business Day cure period, which operates to
delay Substantial Completion of the Tenant Improvements, as reasonably determined by Landlord. If Tenant disputes any claim of
Tenant Delays hereunder, the dispute shall be resolved in accordance with Section 9 of this Workletter.


 




    	B-4



    	 



    

 


Exhibit B-l


 


(Space Plan)


 


 


 




    	B-5



    	 



    

  


Final Plans


 


• [TO BE ATTACHED WHEN AGREED UPON
IN WRITING BY BOTH PARTIES]


 




    	B-6



    	 



    

 


EXHIBIT “C”


COMMENCEMENT DATE CERTIFICATE


 


This Commencement Date
Certificate is made as of_____________, 201__, by and between , a Delaware limited liability company________________________________(“Landlord”)
and_______________________, a(n) GREENWOOD HALL, INC., a Nevada corporation (“Tenant”).


 


A.           Landlord
and Tenant have entered into a lease agreement (the “Lease”) dated as of _____________, 201__, whereby Landlord leased
to Tenant and Tenant leased from Landlord certain real property located in the County of Maricopa, State of Arizona, as more particularly
described in the Lease.


 


B.           Landlord
and Tenant desire to set forth the Commencement Date, as defined in the Lease, and the date of the expiration of the initial term
of the Lease.


 


C.           All
capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Lease.


 


NOW, THEREFORE, Landlord
and Tenant certify and agree as follows:


 


1.          That
the Commencement Date is ________________; and


 


2.          That
the termination date of the Lease Term is________________.


 


	LANDLORD:	 	TENANT:
	 	 	 
	__________________________, a Delaware limited liability company.	 	GREENWOOD HALL, INC., a Nevada corporation


 


	By:	 	 	By:	 





	Name:	 	 	Name:	 





	Its:	 	 	Its:	 


 




    	C-1



    	 



    

 


EXHIBIT “D”


PARKING RULES AND REGULATIONS


 


Capitalized terms used but not defined
in this Exhibit shall have the meanings set forth in each tenant’s lease.


 


Each tenant of the Project shall:


 


		·	Not make mechanical repairs to vehicles in the parking areas.



		·	Not park large or oversize vehicles, such as, but not limited to, motor homes, boats or trailers,
in the parking areas.



		·	Not park in fire lanes, loading zones or any other areas that are not designated as parking spaces.



		·	Protect the parking surface under any vehicles that leak excessive fluids.



		·	Remove or hide any personal items of value from plain sight to avoid vandalism of vehicles. Exercise
added caution when using the parking areas at night and report any lights out or other possibly dangerous situations to Landlord
as soon as possible.



		·	Keep vehicles locked at all times.



		·	Obey all parking control measures effected by Landlord, whether through the use of signs, identifying
decals or otherwise.



 


Visitor Parking: Visitor parking,
if designated, is for clients and visitors to the Project; tenants of the Project and their employees shall not use these spaces.
In some cases, a time limit may be posted.


 


Handicap Parking: Only vehicles
displaying handicap plates or official handicap placards may park in spaces designated as handicap parking.


 


Violation of the Parking Rules and Regulations
may result in towing from the Project. Towing from the Project can be ordered by Landlord or Landlord Parties, and all charges
therefor shall be paid by the owner of the towed vehicle.


 




    	D-1



    	 



    

 


EXHIBIT “E”


RULES AND REGULATIONS


 


Capitalized terms used but not defined
in this Exhibit shall have the meanings set forth in each tenant’s lease. Each tenant of the Project shall:


 


1.          not
paint, display, inscribe, maintain or affix any notices or signs on any part of the Project that can be seen from outside that
tenant’s premises except as expressly permitted by such tenant’s lease. No awning or other projection shall be attached
to the outside walls or windows of the Project, nor shall any showcases (i.e., A-frame or other types of free-standing signs) or
other articles be put in front of or affixed to any part of the exterior of the Project or placed in the halls, corridors, vestibules
or other public parts of the Project. Any items installed in violation of the foregoing may be removed by Landlord at the expense
of the tenant who has installed such item.


 


2.          not,
without Landlord’s prior written consent, obstruct, encumber or use the Common Areas for any purpose other than ingress and
egress to and from the premises demised to such tenant.


 


3.          not
move any safes, freight, furniture or bulky matter of any description into or out of the Project except at such time and in such
manner as Landlord may reasonably determine from time to time, and any tenant moving articles into or out of the Project shall
be responsible for any damage or injury to any portion of the Project or to any person resulting therefrom. Landlord reserves the
right to inspect all freight to be brought into the Project and to exclude from the Project all freight which violates any of these
rules and regulations or the provisions of such tenant’s lease. Any handcarts used in the Common Areas shall have rubber
wheels and side guards.


 


4.          not
place on any floor a load exceeding the floor load per square foot which such floor was designed to carry and which is allowed
by applicable law. Landlord may direct and control the weight and location of safes and all other heavy articles and may require,
at the tenant’s expense, such supplementary supports as Landlord may deem necessary to properly distribute such weight.


 


5.          not
install or change signal, communication, alarm or other utility or similar service connections except as expressly permitted by
the Lease without the prior written approval of Landlord, and then only under Landlord’s direction and at such tenant’s
expense.


 


6.          ascertain
from Landlord the maximum amount of electrical current that can safely be permitted


and not exceed such amount.


 


7.          not
install in the Premises any equipment that requires more electric current than Landlord is required to provide under such tenant’s
lease without Landlord’s prior written consent.


 


8.          not
use the drinking fountains, toilet rooms, urinals, washbowls and other such apparatus for any purpose other than that for which
they were constructed, and not throw foreign substances of any kind whatsoever therein. The expense of any breakage, stoppage or
damage resulting from any violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused
it.


 


9.          not
use utility closets, telephone closets, electrical closets, storage closets, and other such closets, rooms and areas for any purpose
or in any manner other than that designated by Landlord or use such areas without Landlord’s prior written consent.


 


10.         not
canvas the Project to solicit business or information or to distribute any article or material to or from other tenants, occupants
or visitors thereof, and not exhibit, sell or offer to sell, use, rent or exchange any products or services in or from the premises
demised to such tenant. No distribution of handbills shall be permitted.


 


11.         not
use any part of the Project as a store for the sale or display of goods, wares or merchandise of any kind, or as a restaurant,
shop, booth or other stand, or for the conduct of any business or occupation which predominantly involves direct patronage of the
general public.


 




    	E-1



    	 



    

 


12.         not
(a) install any internal combustion engine, boiler, machinery, refrigerating, or heating or air conditioning equipment, (b) operate
any of such items except as expressly permitted by such tenant’s lease, (c) use the Project, or any part thereof, for housing,
lodging or sleeping purposes or for the washing of clothes, (d) operate any electrical or other device from which may emanate electrical
or other waves which may interfere with or impair radio, television, microwave, or other broadcasting or reception from or in the
Common Areas or elsewhere in the Project, (e) do anything in or about the Premises tending to create or maintain a nuisance, (f)
do any act tending to injure the reputation of the Landlord or the Project, (g) throw or permit to be thrown or dropped any article
from any window, door or other opening in any part of the Project, (h) use or permit in the Project anything that will invalidate
or increase the rate of insurance on any policies of insurance now or hereafter carried by Landlord or violate any certificate
of occupancy, (i) use any portion of the Project for any purpose that may be dangerous to persons or property (including but not
limited to flammable oils, fluids, paints, chemicals, firearms or any explosive articles or materials), or (j) do or permit anything
to be done that in any way tends to disturb any other tenant or occupants of the Project or any neighboring property.


 


13.         not
enter upon any of the roofs of any of the buildings in the Project. In the event that any tenant of the Project enters upon a roof,
with or without Landlord’s consent, such tenant shall be liable for any and all costs, expenses and damages arising therefrom.


 


14.         except
as expressly permitted by such tenant’s lease, not mark, paint, drill into or in any way deface any part of the Project or
the premises demised to such tenant or occupant. No boring, cutting, or strings of wires shall be permitted, except with the prior
consent of Landlord and as Landlord may direct.


 


15.         not
bring or permit anyone else to bring any bicycles, skateboards or animals of any kind (except professionally trained assistant
animals) into the Project.


 


16.         not
permit any cooking in the premises demised to such tenant, except the use of coffee makers and microwave ovens for the wanning
of prepared foods and beverages.


 


17.         not
cause or permit any unusual or objectionable odors to emanate from the premises demised to such tenant.


 


18.         not
make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with other tenants or occupants of the Project
or neighboring properties, whether by whistling, singing, use of any audio device, or in any other way.


 


19.         not
install any radio, telephone, television, microwave or satellite antenna, loudspeaker, music system or other device on the roof
or exterior walls of the Project or on common walls shared with adjacent tenants.


 


20.         not
install or permit to be installed any additional locks or bolts on any door into or inside of the premises demised to that tenant,
nor shall any changes be made in locks or the mechanisms thereof. Landlord shall be entitled at all times to possession of a duplicate
of all keys to all doors into or inside of the premises demised to tenants of the Project. All keys shall remain the property of
Landlord. For the purposes of this rule, the term “keys” shall mean traditional metallic keys, plastic or other key
cards, and other lock opening devices.


 


21.         not
smoke in the Project, except in designated smoking areas established by Landlord from time to time. There shall be no smoking anywhere,
at any time, inside the buildings or building restrooms of the Project.


 


22.         not
engage or pay any employee of the Project or Landlord, nor advertise for day laborers giving an address at the Project.


 


23.         not
use any portion of the Project for any immoral or illegal purpose.


 


24.         see
that all entrance doors are locked and all electrical equipment and lighting fixtures are turned off each time such tenant closes
and leaves the premises demised to such tenant; subject to properly requested after Building Hours usage.. Tenant shall be responsible
for all after Building Hours utility usage.


 


25.         give
prompt notice to Landlord of any accidents to or defects in plumbing, electrical or HVAC apparatus so that same may be attended
to in accordance with the terms of such tenant’s lease.


 




    	E-2



    	 



    

 


26.         be
responsible, at its sole cost and expense, for providing any additional security desired by such tenant for the premises demised
to such tenant, subject to the reasonable prior written approval of Landlord.


 


27.         cooperate
and comply with any reasonable safety or security programs, and regulations from time to time issued by Landlord, including without
limitation fire drills, air raid drills, and the appointment of “fire wardens” developed by Landlord or required by
law.


 




    	E-3



    	 



    

 


EXHIBIT “F” 


PROHIBITED USE


 


Tenant (and any subtenant, successor or assign) shall not:
1. operate or permit an educational facility within the Building at any time (The University of Phoenix, Inc has an exclusive to
operate an educational facility in the Building); or 2. (The University of Phoenix, Inc has the right to prohibit this use in its
lease) operate or permit a data center or similar operation within the Building at any time.


 


Tenant (and any subtenant, successor or assign) shall not:
operate within the Building a “flexible workspace center with executive suites for lease to third parties other than the
tenant and its employees” (the “Exclusive Use”); or lease space in the Building to any person or entity which is
not a current tenant in the Building as of the Effective Date (a “New Tenant”) whose use would violate Tenant’s Exclusive
Use; or enter into any new leases/sublease or assignment for space within the Building with New Tenants where the amount of space
leased by such tenant is less than 750 rentable square feet and the term of such lease is less than 24 months. Regus has the Exclusive
Use in the Building.


 




    	F-1



    	 



    

 


EXHIBIT “F-1”


 


WAIVER OF EXCLUSIVE USE RIGHT FOR


2550 WEST UNION HILLS DRIVE, PHOENIX, ARIZONA


 


The undersigned, as fully authorized signatory on behalf of
The University of Phoenix, Inc., and Arizona corporation (“Tenant”), hereby agrees as follows:


 


PHA/Arizona, L.L.C. and Tenant entered into
that certain Union Hills Office Park Lease Agreement dated January 19, 2006, as amended by that certain First Amendment to Union
Hills Office Park Lease Agreement by and between PHA/Arizona, L.L.C., PHA/Union Hills, LLC, and Tenant dated February 17, 2006,
as amended by that Second Amendment to Lease Agreement by and between PHA/Union Hills, LLC and Tenant dated August 10, 2007, and
as further amended by that Third Amendment to Lease Agreement by and between Union Hills Member, L.L.C. and Tenant dated February
2008 and that certain Union Hills Office Park Lease Agreement by and between Union Hills Member, L.L.C. and Tenant dated May 14,
2008 (collectively, the “Leases”) for certain premises located in the building commonly known as 2550 West Union Hills
Drive, Phoenix, Arizona (“Project”). Capitalized terms not defined herein shall have the meaning ascribed to them in
Leases.


 


The current Landlord under the Leases desires
to lease a portion of the Project to Greenwood Hall, Inc., a Nevada corporation and/or its permitted successors and assigns (“Greenwood
Hall”) under a lease (“Greenwood Lease”) with Landlord for a portion of the Project. The permitted use for the Greenwood
Lease is as follows: general office for only use as an educational advising call center and training facility and data center for
Tenant’s operation; provided, however, in no event shall there be any student instruction performed at the Building (“Greenwood
Hall Permitted Use”).


 


The Leases provide Tenant with the exclusive
right to operate an educational facility within the Project, pursuant to the terms and conditions of the Leases.


 


Tenant hereby agrees to allow the Greenwood
Hall Permitted Use at the Project, and Greenwood Hall to operate within the Project, and hereby agrees that such use and operation
shall in no event constitute a default or violation of the Leases by Landlord.


 


Tenant agrees that this waiver shall be
irrevocable, and shall be binding upon Tenant and its permitted successors and assigns under the Lease, and Tenant will not challenge
or object to the adequacy of consideration for such binding waiver and agreement. This document and the agreements provided for
herein shall be binding upon Tenant and its permitted successors, heirs and assigns.


 


Approved and agreed to this __17__ day of ___February ________, 2015.


 


	 	The University of Phoenix, Inc., an Arizona corporation
	 	 
	 	By:	
	 	Its: Apollo Education Group/University of
    Phoenix_________________________________, being a fully
    authorized representative


 




    	F-2



    	 



    


 


EXHIBIT “G”


 


UNION HILLS OFFICE PLAZA JANITORIAL SPECIFICATIONS


 


	Building Exterior	 	 
	Police entry walkways	 	Nightly
	Clean entrance glass doors and hardware	 	Nightly
	empty trash receptacles and replace liners	 	Nightly
	Clean ash urns (replace sand as necessary	 	Nightly
	 	 	 
	Common Areas	 	 
	Vacuum and spot clean arpets	 	Nightly
	Spot clean carpets	 	Nightly
	Dust/spot mop lobby/corridor floors	 	Nightly
	Wet mop hard surface floors	 	Nightly
	Wipe walls/doors of elevators	 	Nightly
	Wipe directory board	 	Nightly
	Clean and polish drinking fountains	 	Nightly
	Spot clean walls (as permitted)	 	Nightly
	Spot clean sidelight glass	 	Nightly
	Dust cove base	 	Weekly
	Wipe fire extinguisher cabinets and glass	 	Weekly
	High/low dusting (includes mullions)	 	Monthly
	Dust exit signs	 	Monthly
	Dust/clean light fixtures and exterior of covers	 	Monthly
	 	 	 
	Office Areas	 	 
	Empty trash (replace liners as needed)	 	Nightly
	Vacuum traffic lanes	 	Nightly
	Dust mop/sweep/spot mop hard surface floors	 	Nightly
	Wipe spots and smudges from entry doors	 	Nightly
	Wet mop hard surface floors	 	Weekly
	Detail vacuum (in sections)	 	Weekly
	Dust horizontal surfaces (when clear)	 	Weekly
	Low dusting (baseboards, etc)	 	Weekly
	Spot clean glass partitions	 	Weekly
	High dusting (to 7 feet)	 	Monthly
	Dust window sills and blinds	 	Monthly
	 	 	 
	Break Rooms	 	 
	Empty trash and replace liners	 	Nightly
	Clean sinks and bright work	 	Nightly
	Spot clean cabinets/counters	 	Nightly
	Wipe exterior of appliances	 	Nightly
	Wipe table tops and chairs	 	Nightly
	Dust mop/sweep hard surface floors	 	Nightly
	Mop hard surface floors	 	Nightly
	Spot clean walls	 	Weekly


 




    	G-1



    	 



    

 


UNION HILLS OFFICE PLAZA JANITORIAL SPECIFICATIONS
(cont’d)


 


	Elevators	 	 
	Vacuum carpets	 	Nightly
	Wipe elevator panels	 	Nightly
	Vacuum elevator tracks	 	Nightly
	Wipe doors including jams	 	Nightly
	Spot clean carpets	 	Nightly
	Clean call buttons and lights	 	Weekly
	 	 	 
	Stairwells	 	 
	Police for trash	 	Nightly
	Wipe handrails	 	Weekly
	Sweep/mop steps and landings	 	Weekly
	Spot clean doors	 	Weekly
	 	 	 
	Restrooms	 	 
	Clean and sanitize toilets and urinals	 	Nightly
	Clean and sanitize mirrors, counters and fixtures	 	Nightly
	Clean, sanitize and restock dispensing units	 	Nightly
	Sweep and mop floor with disinfectant cleaner	 	Nightly
	Spot clean partitions/walls	 	Nightly
	Dust tops of partitions	 	Nightly
	Pour water in floor drains	 	Weekly
	Dust air diffusers	 	Weekly
	Wipe and sanitize partitions/walls/trash cans	 	Weekly
	Wet clean air diffusers	 	Monthly
	Wipe clean all ceiling lights and fixtures	 	Monthly
	 	 	 
	Miscellaneous	 	 
	Gym/locker room cleaning	 	Special request
	Shower cleaning	 	Special request
	Specialty flooring clean (flagstone, marble, etc)	 	Special request
	Floor scrubbing, sealing or waxing	 	Special request
	Suite specific restroom supplies	 	Special request
	Suite carpet cleaning	 	Special request
	Additonal break room/kitchen cleaning	 	Special request


 




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EXHIBIT “H”


SIGNAGE CRITERIA


 





 




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EXHIBIT “I”


SAMPLE FORM OF SNDA


 


SUBORDINATION, NON-DISTURBANCE


AND ATTORNMENT AGREEMENT


 


THIS SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT (“Agreement”) is made as of ________________, 201__, among _____________
a national banking association (“Lender”), AX UNION HILLSF L.P., a Delaware limited partnership (“Lessor”),
and________________, a ________________ (“Lessee”).


 


Recitals:


 


A.           Lessor
and Lessee have entered into that certain lease dated __________________________, 201 _ (the “Lease”), concerning
certain premises (the “Premises”) in the office building known as (the “Property”),
located on that certain real property in Scottsdale, Arizona, which is legally described on the attached Exhibit A (the
“Land”).


 


B.           As
security for a loan from Lender to Lessor in the original principal amount of $ (the “Loan”), Lessor
executed and delivered to Lender a Combination Deed of Trust, Security Agreement and Fixture Financing Statement dated
__________________________ (as now or hereafter increased, amended, modified, supplemented, consolidated, replaced,
substituted, extended and/or renewed, the “Mortgage”), currently encumbering, inter alia, the
Property.


 


C.           Lender
has required the execution of this Agreement as a condition to making the Loan.


 


D.           Lender,
Lessor and Lessee have agreed to the following with respect to their mutual rights and obligations pursuant to and under the Lease
and the Mortgage.


 


NOW, THEREFORE, the parties hereby
agree as follows:


 


1.          Subordination.
All of Lessee’s right, title and interest in and to the Premises, the Lease and all rights, remedies and options of Lessee
under the Lease are and shall remain unconditionally subject and subordinate to the Mortgage and the lien thereof, to all the terms,
conditions and provisions of the Mortgage, to each and every advance made or hereafter made under the Mortgage, and to all increases,
amendments, modifications, supplements, consolidations, replacements, substitutions, extensions and renewals of the Mortgage so
that at all times the Mortgage shall be and remain a lien on the Premises prior and superior to the Lease for all purposes.


 


2.          Non-Disturbance.
Provided that: (i) the Lease is then in full force and effect; and (ii) Lessee is not then in default under the Lease beyond
any applicable grace or cure periods provided in the Lease, then the Lease shall not be extinguished or terminated by an action
or proceeding to foreclose or otherwise enforce the Mortgage or by a conveyance in lieu of foreclosure, but rather, the Lease shall
continue in full force and effect and the owner of the Premises following a foreclosure sale or conveyance in lieu of foreclosure
(“New Owner”) shall recognize and accept Lessee as tenant under the Lease.


 


3.          Attornment.
Upon Lessee’s receipt of notice that Lender or any other party has become the New Owner, Lessee will attorn to and recognize
such New Owner as its substitute lessor under the Lease. Lessee’s attornment to and recognition of New Owner pursuant to
this Agreement will be effective and self-operative immediately upon Lessee’s receipt of such notice without the execution
or delivery of any further instrument. Upon New Owner’s request, Lessee will execute and deliver an instrument acknowledging
Lessee’s attornment to and recognition of New Owner.


 




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4.          New
Owner. New Owner will be bound, as the lessor, to Lessee under all covenants and conditions of the Lease for the remainder
of the term of the Lease and any renewal or extension thereof pursuant to the terms of the Lease, except that New Owner:


 


(i)          will
not be bound by any provision of the Lease restricting the use of any properties owned by New Owner other than the Land;


 


(ii)         will
not be bound by any amendment, supplement or other modification of the Lease which was not consented to in writing by Lender;


 


(iii)        will
not be liable for any act, omission, or breach by any lessor under the Lease which occurs prior to the date New Owner acquires
title to and possession of the Property, nor subject to any right of set-off or defense which Lessee may have against any prior
lessor;


 


(iv)        will
not be liable for the return of any security deposit given by Lessee to Lessor except to the extent actually received by New Owner;


 


(v)         will
not be liable under any covenant or warranty in the Lease with regard to the construction of the Premises, including any tenant
improvements, nor for the payment of any tenant improvement allowance, nor for any delays in completion of construction, nor for
any implied warranty relating to the construction of the Premises and/or the Property; and


 


(vi)        will,
upon any sale or other transfer by New Owner of its interest in the Premises, automatically be released and discharged from all
liability thereafter accruing under the Lease.


 


Lessee shall look only to the estate and property of New Owner
in the Land and the Property for the satisfaction of Lessee’s remedies for the collection of a judgment (or other judicial
process) requiring the payment of money in the event of any default by New Owner as the lessor under the Lease, and no other property
or assets of New Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Lessee’s
remedies under or with respect to the Lease.


 


5.          Miscellaneous.


 


a.           Notices.
Any notice required or permitted to be given by any party under the terms of this Agreement shall be deemed to have been given
on the date the same is deposited in the United States Mail registered or certified, return receipt requested, postage prepaid,
or deposited with Federal Express, UPS or another reputable overnight courier, addressed to the party to which the notice is to
be given at the address set forth below, or at any other address specified in a notice given by such party to the others not less
than ten (10) days prior to the effective date of the address change:


 


	If to Lender:	 	 
	 	 	 
	 	 	 
	 	Real Estate Banking Division	 


 




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	With a copy to:	 	 
	 	 	 
	 	 	 
	 	Attn:	 	 
	 	 	 
	If to Lessor:	AX UNION HILLS L.P.	 
	 	16220 North Scottsdale Road	 
	 	Suite 280	 
	 	Scottsdale, AZ 85254	 
	 	Attn: Phil Martens	 
	 	 	 
	With a copy to:	Artis REIT	 
	 	300 - 360 Main Street	 
	 	Winnipeg Manitoba R3C 3Z3	 
	 	Attn: Jim Green	 
	 	 	 
	And with a copy to:	Reinhart Boerner Van Deuren s.c.	 
	 	16220 North Scottsdale Road	 
	 	Suite 205	 
	 	Scottsdale, AZ 85254	 
	 	Attn: William (Will) Invie Shroyer	 
	If to Lessee:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attn:	 	 


 


b.           Notice
of Default. Lessee will provide to Lender each notice of default by Lessor, as and when it provides such notice to Lessor,
and Lender will have the right, but not the obligation, to cure any such default within 15 days after the expiration of the time
provided in the Lease to Lessor to cure such default, provided that if Lender, acting with diligence, cannot cure such default
within such 15-day period, Lender’s commencement of a remedy within such 15-day period will be sufficient so long as a cure
is effected within a reasonable time. Lessee agrees not to exercise any of its remedies in connection with any default notice to
Lessor until the expiration of the cure period provided to Lender by this Agreement, and Lessee hereby agrees to accept any cure
from Lender as if made by Lessor. Notwithstanding the foregoing, unless Lender otherwise agrees in writing to assume any obligations
of Lessor under the Lease, Lessor shall remain solely liable to perform Lessor’s obligations under the Lease, both before
and after Lender’s exercise of any right or remedy under this Agreement.


 


c.           No
Advance Rent. Lessee will not pay the rent or any other sums due under the Lease more than one month in advance, except with
the written consent of Lender.


 


d.           Insurance
and Condemnation Proceeds. Notwithstanding any provision of the Lease to the contrary, the Mortgage and the other documents
executed in connection with the Loan shall control the application of insurance or condemnation proceeds and the restoration of
the Premises or the Property in the event of a casualty loss or a taking.


 




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e.           Assignment
of Rents. Lessor and Lessee acknowledge that Lender is entitled, pursuant to an Assignment of Leases and Rents executed by
Lessor in favor of Lender, to receive and collect all rent payable under the Lease directly from Lessee. Lessee agrees to pay all
of said rent directly to Lender upon receipt of a written request from Lender. Until Lessee receives such request from Lender,
Lessee will pay all of said rent to Lessor in accordance with the provisions of the Lease. Upon Lessee’s receipt of such
request, Lessee will not be required to determine whether Lessor is in default under the Loan or the Mortgage.


 


f.            No
Modification or Termination. Neither Lessor nor Lessee will cancel or terminate the Lease or amend, modify, supplement, or
in any manner alter any of its terms without the prior written consent of Lender.


 


g.           No
Other Subordination. Neither Lessor nor Lessee will, during the term of the Mortgage, permit the Lease to become subordinate
to the lien of any mortgage or security instrument in favor of any person or entity other than Lender.


 


h.           Successors
and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and assigns, including any New Owner.


 


i.            Governing
Law. This Agreement and the Lease will be governed by and construed and interpreted in accordance with the internal laws of
the State of Arizona.


 


j.            Counterparts. This
Agreement may be signed in counterparts and each counterpart shall be effective as an original when counterparts have been signed
by all parties.


 


[Remainder of Page Intentionally Left Blank]


 




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IN WITNESS WHEREOF, this Subordination,
Non-Disturbance and Attornment Agreement has been duly executed as of the day and year first above written.


 


	 	LENDER:
	 	 	 
	 	By:	 
	 	Its:	 


 


	STATE OF MINNESOTA	)	 
	 	 	 
	 	)	ss.
	 	 	 
	COUNTY OF HENNEPIN	)	 


 


The foregoing was acknowledged before me this _________ day
of __________________, 201__, by ___________________________ the __________________ of, a national banking association, on behalf
of the association.


 


	 	 	 
	 	Notary Public	 


 




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	 	 	BORROWER:
	 	 	 
	 	 	AX UNION HILLS L.P., a Delaware limited partnership
	 	 	 	 
	 	 	By:	 
	 	 	 	Philip Martens, Authorized Signatory


 


	STATE OF ____________	)	 
	 	 	 
	 	)  ss.	 
	 	 	 
	COUNTY OF _____________	)	 


 


The foregoing was acknowledged before me this __________ day
of __________________, 201__, by Philip Martens the Authorized Signatory of AX UNION HILLS L.P., a Delaware limited partnership,
on behalf of the partnership.


 


	 	 	 
	 	Notary Public	 


 




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	 	[LESSEE]
	 	 
	 	By:	 
	 	 	Its:	 


 


	STATE OF ______________	)	 
	 	 	 
	 	)   ss.	 
	 	 	 
	COUNTY OF ____________	)	 


 


The foregoing was acknowledged before me this ___________ day
of ____________________, 201__ , by ________________________ the __________________ of _______________________, a _______________________,
on behalf of the ______________________.


 


	 	 	 
	 	Notary Public	 


 


	This document was drafted by:	 
	 	 
	 	 
	 	 


 




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EXHIBIT A 


 


Legal Description