Standard Sublease dated July 12, 2005



 EXHIBIT 10.39 
 

 
 STANDARD SUBLEASE 
 (Short-form to be used with post 1995 AIREA leases) 
 (NOTE: DO NOT USE IF LESS THAN ENTIRE PREMISES
ARE BEING SUBLET. FOR SITUATIONS 
 WHERE THE PREMISES ARE TO BE OCCUPIED BY MORE THAN ONE TENANT OR SUBTENANT USE 
 THE “STANDARD SUBLEASE-MULTI-TENANT” FORM) 
 1. Basic Provisions (“Basic Provisions”). 
 1.1 Parties: This Sublease (“Sublease”), dated
for reference purposes only July 12, 2005, is made by and between Omnia Italian Design, Inc. (“Sublessor”) and Nationwide Auction Systems (“Sublessee”), (collectively the “Parties”, or individually
a “Party”). 
 1.2 Premises: That certain real property, including all improvements therein, and commonly known by
the street address of 14350 Cherokee Place, Chino located in the County of San Bernardino, State of California and generally described as (describe briefly the nature of the property) a freestanding industrial building of approximately 63,269 square
feet (“Premises”). 
 1.3 Term: three (3) years and nine (9) months and twenty-three (23) days months commencing
August 8, 2005 (“Commencement Date”) and ending May 31, 2009 (“Expiration Date”). 
 1.4 Early
Possession: Sublessor shall use its best efforts to deliver early possession of warehouse portion of building by 8/1/05 for alarm installation and storage of vehicles (“Early Possession Date”). 
 1.5 Base Rent: $ 27,205.00 per month (“Base Rent”), payable on the first day of each month commencing 
 September 1, 2005 
 þ  If this
box is checked, there are provisions in this Lease for the Base Rent to be adjusted. 
 1.6 Base Rent and Other Monies Paid Upon
Execution: 
 (a) Base Rent: $ 20,184.35 for the period August 8 - 31, 2005 
 (b) Security Deposit: $ 30,000.00 (“Security Deposit”). 
 (c) Association Fees: $ not applicable for the period
                             
 (d) Other: $ not applicable for
                             
 (e) Total Due Upon Execution of this Lease: $50,184.35 
 1.7 Agreed Use: legally permitted uses and as approved by Master Lessor and Sublessor. 
 1.8 Real
Estate Brokers: 
 (a) Representation: The following real estate brokers (the “Brokers”) and brokerage
relationships exist in this transaction (check applicable boxes): 
  

					
	 þ
	 	 Lee & Associates® - Ontario
	 	represents Sublessor exclusively (“Sublessor’s Broker”);
	 þ
	 	Grubb & Ellis	 	represents Sublessee exclusively (“Sublessee’s Broker”); or
	  ̈
	 		 	represents both Sublessor and Sublessee (“Dual Agency”).

 (b) Payment to Brokers: Upon execution and delivery of this Sublease by both Parties,
Sublessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of per separate agreement or % of the total Base Rent) for the brokerage services rendered by the Brokers.

 1.9 Guarantor. The obligations of the Sublessee under this Sublease shall be guaranteed by not applicable (“Guarantor”).

 1.10 Attachments. Attached hereto are the following, all of which constitute a part of this Sublease: 
 þ an Addendum consisting of Paragraphs 14 through 18; 
  ̈ a plot plan depicting the Premises; 
  ̈ a Work
Letter; 
  ̈ a copy of the Master Lease; 
  

			
	 ̈ other (specify):	 	  

	  


  


					
	  
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 2. Premises. 
 2.1 Letting. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Sublease. Unless
otherwise provided herein, any statement of size set forth in this Sublease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether
or not the actual size is more or less. Note: Sublessee is advised to verify the actual size prior to executing this Sublease. 
 2.2
Condition. Sublessor shall deliver the Premises to Sublessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and warrants that the existing
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), and any items which the Sublessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other than
those constructed by Sublessee, shall be in good operating condition on said date. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty
period. Sublessor shall, as Sublessor’s sole obligation with respect to such matter, except as otherwise provided in this Sublease, promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of
such non-compliance, malfunction or failure, rectify same at Sublessor’s expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements. If Sublessee does
not give Sublessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Sublessee at Sublessee’s sole cost and expense. 
 2.3 Compliance. Sublessor warrants that any improvements, alterations or utility installations made or installed by or on behalf of Sublessor to
or on the Premises comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances (“Applicable Requirements”) in effect on the date that they were made or installed.
Sublessor makes no warranty as to the use to which Sublessee will put the Premises or to modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Sublessee’s use. NOTE: Sublessee is
responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Sublessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply
with said warranty, Sublessor shall, except as otherwise provided, promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of such non-compliance, rectify the same. 
 2.4 Acknowledgements. Sublessee acknowledges that: (a) it has been advised by Sublessor and/or Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for
Sublessee’s intended use, (b) Sublessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Sublessor,
Sublessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Sublease. In addition, Sublessor acknowledges that: (i) Brokers have made no
representations, promises or warranties concerning Sublessee’s ability to honor the Sublease or suitability to occupy the Premises, and (ii) it is Sublessor’s sole responsibility to investigate the financial capability and/or suitability
of all proposed tenants. 
 2.5 Americans with Disabilities Act. In the event that as a result of Sublessee’s use, or intended
use, of the Premises the Americans with Disabilities Act or any similar law requires modifications or the construction or installation of improvements in or to the Premises, Building, Project and/or Common Areas, the Parties agree that such
modification, construction or improvements shall be made at:  ̈ Sublessor’s expense þ Sublessee’s expense. 
 3. Possession. 
 3.1 Early Possession. If Sublessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Sublease (including but not limited to the obligations to pay Sublessee’s Share of Common Area
Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date. 
 3.2 Delay in Commencement. Sublessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises by the
Commencement Date. If, despite said efforts, Sublessor is unable to deliver possession as agreed, the rights and obligations of Sublessor and Sublessee shall be as set forth in Paragraph 3.3 of the Master Lease (as modified by Paragraph 7.3 of this
Sublease). 
 3.3 Sublessee Compliance. Sublessor shall not be required to tender possession of the Premises to Sublessee until
Sublessee complies with its obligation to provide evidence of insurance. Pending delivery of such evidence, Sublessee shall be required to perform all of its obligations under this Sublease from and after the Start Date, including the payment of
Rent, notwithstanding Sublessor’s election to withhold possession pending receipt or such evidence of insurance. Further, if Sublessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall
occur but Sublessor may elect to withhold possession until such conditions are satisfied. 
 4. Rent and Other Charges. 
 4.1 Rent Defined. All monetary obligations of Sublessee to Sublessor under the terms of this Sublease (except for the Security Deposit) are deemed
to be rent (“Rent”). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designated in writing. 
  


					
	  
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 shall not be deemed a waiver by Master Lessor of any provisions of the Master Lease. 
 (c) The consent to this Sublease shall not constitute a consent to any subsequent subletting or assignment. 
 (d) In the event of any Default of Sublessor under the Master Lease, Master Lessor may proceed directly against Sublessor, any guarantors or any one else
liable under the Master Lease or this Sublease without first exhausting Master Lessor’s remedies against any other person or entity liable thereon to Master Lessor. 
 (e) Master Lessor may consent to subsequent sublettings and assignments of the Master Lease or this Sublease or any amendments or modifications thereto without notifying Sublessor or any one else liable under the
Master Lease and without obtaining their consent and such action shall not relieve such persons from liability. 
 (f) In the event that
Sublessor shall Default in its obligations under the Master Lease, then Master Lessor, at its option and without being obligated to do so, may require Sublessee to attorn to Master Lessor in which event Master Lessor shall undertake the obligations
of Sublessor under this Sublease from the time of the exercise of said option to termination of this Sublease but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by Sublessee, nor shall Master Lessor be liable
for any other Defaults of the Sublessor under the Sublease. 
 (g) Unless directly contradicted by other provisions of this Sublease, the
consent of Master Lessor to this Sublease shall not constitute an agreement to allow Sublessee to exercise any options which may have been granted to Sublessor in the Master Lease (see Paragraph 39.2 of the Master Lease). 
 9.4 The signatures of the Master Lessor and any Guarantors of Sublessor at the end of this document shall constitute their consent to the terms of this
Sublease. 
 9.5 Master Lessor acknowledges that, to the best of Master Lessor’s knowledge, no Default presently exists under the Master
Lease of obligations to be performed by Sublessor and that the Master Lease is in full force and effect. 
 9.6 In the event that Sublessor
Defaults under its obligations to be performed under the Master Lease by Sublessor, Master Lessor agrees to deliver to Sublessee a copy of any such notice of default. Sublessee shall have the right to cure any Default of Sublessor described in any
notice of default within ten days after service of such notice of default on Sublessee. If such Default is cured by Sublessee then Sublessee shall have the right of reimbursement and offset from and against Sublessor. 
 10. Additional Brokers Commissions. 
 10.1 Sublessor
agrees that if Sublessee exercises any option or right of first refusal as granted by Sublessor herein, or any option or right substantially similar thereto, either to extend the term of this Sublease, to renew this Sublease, to purchase the
Premises, or to lease or purchase adjacent property which Sublessor may own or in which Sublessor has an interest, then Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in effect at the time of the execution of this
Sublease. Notwithstanding the foregoing, Sublessor’s obligation under this Paragraph is limited to a transaction in which Sublessor is acting as a Sublessor, lessor or seller. 
 10.2 Master Lessor agrees that if Sublessee shall exercise any option or right of first refusal granted to Sublessee by Master Lessor in connection with
this Sublease, or any option or right substantially similar thereto, either to extend or renew the Master Lease, to purchase the Premises or any part thereof, or to lease or purchase adjacent property which Master Lessor may own or in which Master
Lessor has an interest, or if Broker is the procuring cause of any other lease or sale entered into between Sublessee and Master Lessor pertaining to the Premises, any part thereof, or any adjacent property which Master Lessor owns or in which it
has an interest, then as to any of said transactions, Master Lessor shall pay to Broker a fee, in cash, in accordance with the schedule of Broker in effect at the time of the execution of this Sublease. 
 10.3 Any fee due from Sublessor or Master Lessor hereunder shall be due and payable upon the exercise of any option to extend or renew, upon the
execution of any new lease, or, in the event of a purchase, at the close of escrow. 
 10.4 Any transferee of Sublessor’s interest in
this Sublease, or of Master Lessor’s interest in the Master Lease, by accepting an assignment thereof, shall be deemed to have assumed the respective obligations of Sublessor or Master Lessor under this Paragraph 10. Broker shall be deemed to
be a third-party beneficiary of this paragraph 10. 
 11. Representations and Indemnities of Broker Relationships. The Parties each represent and
warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Sublease, and that no one other than said named Brokers is entitled to any commission or finder’s
fee in connection herewith. Sublessee and Sublessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or
other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto. 
 12. Attorney’s fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as
hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is
pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or
the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably
incurred. In addition, Sublessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently
commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 
 13. No
Prior or Other Agreements; Broker Disclaimer. This Sublease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Sublessor
and 
  


					
	  
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 Sublessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation
as to the nature, quality, character and financial responsibility of the other Party to this Sublease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance by either Sublessor or Sublessee under this Sublease or any
amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Sublease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross
negligence or willful misconduct of such Broker. 
 ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 
 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE. 
 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE
PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE’S INTENDED USE. 
 WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED 
  

							
	Executed at:	  	Executed at:
	On:	  	On:
		
	By Sublessor:	  	By Sublessee:
	 Omnia Italian Design, Inc.
	  	 Nationwide Auction Systems

				
	By:	 	 


	  	By:	 	 



	Name Printed:	 	 Peter Zolferino
	  	Name Printed:	 	 COREY P. SCHLOSSMANN

	Title:	 		  	Title:	 	
			
	By: Chief Operating Officer	  	By:	 	
	Name Printed:	 	  
	  	Name Printed:	 	  

	Title:	 		  	Title:	 	
	Address:	 	 14350 Cherokee Place
	  	Address:	 	 13005 East Temple Avenue

	Chino, CA 891710	  	Industry, CA 91746
	Telephone:	 	 (909) 393 4400
	  	Telephone:	 	 (626) 968 3110

	Facsimile:	 	 (909) 393 4401
	  	Facsimile:	 	 (626) 968 7703

	Federal ID No.	 	  
	  	Federal ID No.	 	
				
	BROKER:	 		  	BROKER:	 	
		
	Lee & Associates® - Ontario	  	Grubb & Ellis Company
		
	Attn: Paul R. Earnhart, SIOR	  	Attn: Rick Sheckter
	Title:	 	 President
	  	Title:	 	 Senior Vice President

	Address:	 	3535 Inland Empire Blvd.	  	Address:	 	13191 Crossroads Parkway North, #555
	 Ontario, CA 91764
	  	 Industry, CA 91746

	Telephone:	 	 (909) 989 7771
	  	Telephone:	 	 (562) 364 2015

	Facsimile:	 	(909) 373 2963	  	Facsimile:	 	(562) 695 0980
	Federal ID No.	 	 33-0263082
	  	Federal ID No.	 	  


 Consent to the above Sublease is hereby given. 
  


					
	  
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	Executed at:	 	  
	 	Executed at:	 	  

	On:	 	  
	 	On:	 	  

				
	By Master Lessor:	 		 	By Guarantor(s):	 	
	 Dupree, Incorporated
	 	By:	 	  

	  
	 	Name Printed:	 	  

		 		 	Address:	 	  

	By:	 	 


	 		 	
	Name Printed:	 	 James D. Pon
	 		 	
	Title:	 	 President
	 		 	
		 		 	By:	 	  

		 		 	Name Printed:	 	  

	By:	 	 


	 	Address:	 	  

	Name Printed:	 	 James Dupree, Jr.
	 		 	
	Title:	 	  
	 		 	
	Address:	 	 14395 Ramona Avenue
	 		 	
	 Chino, CA 91710
	 		 	
	Telephone:	 	 (909 ) 597 4889
	 		 	
	Facsimile:	 	 (909 ) 597 4893
	 		 	
	Federal ID No.	 	  
	 		 	

 NOTE: These forms are often modified to meet changing requirements of law and needs of the industry. Always
write or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Flower St., Suite 600, Los Angeles, CA 90017. (213) 687-8777. 
 ©Copyright 1997 By AIR Commercial Real Estate
Association. All rights reserved. No part of these works may be reproduced in any form without permission in writing. 
  


					
	  
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 RENT ADJUSTMENT(S) 
 STANDARD LEASE ADDENDUM 
  

							
		 	 Dated
	 	 July 12, 2005
	  	
				
		 	 By and Between (SubLessor)
	 	 Omnia Italian Design, Inc.
	  	
				
		 	 (SubLessee)
	 	 Nationwide Auction Systems
	  	
				
		 	 Address of Premises:
	 	 14350 Cherokee Place
	  	
		 		 	 Chino, CA 91710
	  	

 Paragraph     14     
  

	A.	RENT ADJUSTMENTS: 

 The monthly rent for each month
of the adjustment period(s) specified below shall be increased using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately) 
  


					
	  
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 þ III. Fixed Rental Adjustment(s) (FRA) 
 The Base Rent shall be increased to the following amounts on the dates set forth below: 
  


				
	 On (Fill in FRA Adjustment Date(s)):
	  	The New Base
Rent shall be:
	 August 1, 2006
	  	$	28,021.15
	 August 1, 2007
	  	$	28,861.78
	 August 1, 2008
	  	$	29,727.64

  

	B.	NOTICE: 

 Unless specified otherwise herein, notice
of any such adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease. 
  

	C.	BROKER’S FEE: 

 The Brokers shall be paid a
Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease. 
 NOTE: These forms are often modified to meet changing
requirements of law and needs of the industry. Always write or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017 
  


					
	  
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 ADDENDUM TO THAT CERTAIN STANDARD SUBLEASE 
 DATED JULY 12, 2005 BY AND BETWEEN 
 OMNIA ITALIAN DESIGN, INC. (“SUBLESSOR”) 
 AND NATIONWIDE AUCTION SYSTEMS
(“SUBLESSEE”) 
 This Sublease Addendum is attached to and made a part of the Standard Sublease dated July 12, 2005, by and between
OMNIA ITALIAN DESIGN, INC. (“Sublessor”) and NATIONWIDE AUCTION SYSTEMS (“Sublessee”) effecting certain premises commonly known as 14350 Cherokee Place, Chino, California. In the event of any conflict between the provisions of
this Addendum and the printed provisions of the Sublease, this Addendum shall control. 
  

	 	15.	Rent Abatement: The Base Rent for September 2005 shall be abated. 

  

	 	16.	Tenant Improvements: Sublessor, at Sublessor’s sole cost and expense, shall complete the following improvements no later than August 5, 2005:


  

	 	a.	Remove drop lighting in warehouse except in mezzanine; 

  

	 	b.	Close opening to the wall on the southwest side of the property line; 

  

	 	c.	Clean carpet in office areas once Sublessor has vacated; and 

  

	 	d.	Remove chain-link fence in warehouse area. 

 The Sublessee
shall have the right, subject to Master Lessor’s/Owner’s consent, to make the following improvements at Sublessee’s sole cost and expense: 
  

	 	a.	Secure the wall on the southwest side of the property line with barbed wire or other security methods that meet the approvals of the city of Chino 

  

	 	17.	Sublessor makes no representations or warranties regarding Sublessee’s ability to install any type of barbed wire fence, including but not limited to razor wire fencing, on the
premises. Sublessee shall be solely responsible, for obtaining any permits or permissions from the appropriate jurisdiction, including the City of Chino. Sublessee further agrees to fully indemnify, defend and hold harmless Master Lessor and/or
Sublessor from any claims arising from the existence of such fencing. Master Lessor and Sublessor shall be named as Additional Insured in Sublessee’s insurance policy as protection against any such claims. 

 Sublessee shall be responsible for the removal of any such fencing, and any necessary repairs caused by the removal of such fencing, upon their vacating
the Premises at the end of the Lease Term. 
  

	 	18.	The Base Year Amount for Insurance for purposes of Paragraph 8.1 (a) (b) of the Master Lease shall be $6,675.00. 

 The Base Year Amount for Taxes for purposes of Paragraph 10.1, 10.2 (a) (b) (c) of the Master Lease shall be $24,562.39. 
  

							
	

	 		 	Sublessor:	 	


	 	 	Sublessee:	 	










 STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE—GROSS 
 (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 
 1.
Basic Provisions (“Basic Provisions”) 
 1.1 Parties: This Lease (“Lease”), dated for reference purposes
only. November 17, 98, is made by and between Dupree, Incorporated (“Lessor”) and Omnia Italian Design, Inc. (“Lessee”), (collectively the “Parties,” or individually a “Party”). 
 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and
commonly known as 14350 Cherokee Place, Chino located in the County of San Bernardino, State of California and generally described as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is
located within a Project) An approximate 58.964 Square Foot free standing concrete tilt-up building. (“Premises”). (See also Paragraph 2). 
 1.3 Term: Ten (10) years and 0 months (“Original Term”) commencing See paragraph 1.5 (“Commencement Date”) and ending Estimated date 5/30/2009 (“Expiration Date”). (See also
Paragraph 3) 
 1.4 Early Possession: on or about the date the Certificate of Occupancy is (“Early Possession Date”). (See
also Paragraphs 3.2 and 3.3) issued. 
 1.5 Base Rent: $22,406 per month (“Base Rent”), payable on the First day of each
month commencing The 1st full month following issuance Certificate of Occupancy. (See also Paragraph 4) 
 þ If this box
is checked, there are provisions in this Lease for the Base Rent to be adjusted and/or for common area maintenance charges. 
 1.6 Base
Rent Paid Upon the issuance of the Certificate of Occupancy is $22, 406 as Base Rent for the period The first month (estimate June 1999) 
 1.7 Security Deposit: $24,000 (“Security Deposit”). (See also Paragraph 5) 
 1.8 Agreed Use: Manufacture,
sale and distribution of furniture. (See also Paragraph 6) 
 1.9 Insuring Party: Lessor is the “Insuring Party”. The Annual
“Base Premium” is $                    . (See also Paragraph 8) 
 1.10 Real Estate Brokers: (See also Paragraph 15) 
 (a) Representation: The following real estate brokers (collectively, the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes): 
 þ The Seeley Company represents Lessor exclusively (“Lessor’s Broker”); 
 þ The P. Ivan Group represents Lessee exclusively (“Lessee’s Broker”); or 
  ̈
                                        
represents both Lessor and Lessee (“Dual Agency”). 
 (b) Payment to Brokers: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Broker the fee agreed to in their separate written agreement (or if there is no such agreement, the sum of     % of the total Base Rent for the brokerage services rendered by said Broker).

 1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by NONE (“Guarantor”). (See also
Paragraph 37) 
 1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs 49 through 53 and
Exhibits A , all of which constitute a part of this Lease. 
 2. Premises. 
 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating rental, is an approximation which the Parties agree is reasonable and
the rental based thereon is not subject to revision whether or not the actual size is more or less. 
 2.2 Condition. Lessor shall
deliver the Premises broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, healing,
ventilating and air conditioning systems (“HVAC”), loading doors, if any, and all other such elements of the building, in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the
surface and structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the “Building”) shall be free of material defects. If a non-compliance with said warranty exists as of the Start Date, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify same at Lessor’s expense. If, after the Start Date,
Lessee does not give Lessor written notice of any non-compliance with this warranty within (i) six (6) months as to the HVAC systems or (ii) thirty (30) days as to the remaining systems and other elements of the Building,
correction of such non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense, except for the roof, foundations, and bearing walls which are handled as provided in Paragraph 7. 
 2.3 Compliance. Lessor warrants that the improvements on the Premises comply with all applicable laws, covenants or restrictions of record,
building codes, regulations and ordinances (“Applicable Requirements”) in effect on the Start Date. Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in
Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning is appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the
Premises do not comply with said warranty. Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at
Lessor’s expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within six (6) months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee’s
sale cost and expense. If the Applicable Requirements are hereafter changed (as opposed to being in existence at the Start Date, which is addressed in Paragraph 6.2(e) below) so as to require during the term of this Lease the construction of an
addition to or an alteration of the Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work
as follows: 
  


									
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 (a) Subject to Paragraph 2.3(c) XXXXX such Capital Expenditures are required as a XXXXX the
specific and unique use of the Premises by Lessee as compared with uses by tenants in XXXXX, Lessee shall be fully responsible for the cost XXXXX, provided, however, that if such Capital Expenditure is required during the last two
(2) years of this Lease and the cost thereof exceeds six (6) months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within ten (10) days after receipt of Lessee’s termination
notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to six (6) months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires
such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least ninety (90) days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize
the Premises without commencing such Capital Expenditure. 
 (b) if such Capital Expenditure is not the result of the specific and unique use
of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for such costs pursuant to the provisions of Paragraph 7.1(c); provided, however, that if such Capital
Expenditure is required during the last two years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon ninety (90) days prior
written notice to Lessee unless Lessee notifies Lessor, in writing, within ten (10) days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to
tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the
balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon thirty (30) days written notice to Lessor. 

(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall be fully
responsible for the cost thereof, and Lessee shall not have any right to terminate this Lease. 
 2.4 Acknowledgements. Lessee
acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects,
and compliance with Applicable Requirements), and their suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor any Broker has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition,
Lessor acknowledges that: (a) Broker has made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (b) it is Lessor’s sole responsibility to
investigate the financial capability and/or suitability of all proposed tenants. 
 2.5 Lessee as Prior Owner/Occupant. The warranties
made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 
 3. Term. 
 3.1 Term. The Commencement Date,
Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 
 3.2 Early Possession. If Lessee totally or
partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease shall, however, be in effect during such period. Any such early
possession shall not affect the Expiration Date. 
 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable
efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until it receives possession of the Premises. If possession is not delivered within sixty (60) days after the Commencement Date, Lessee
may, at its option, by notice in writing within ten (10) days after the end of such sixty (60) day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not
received by Lessor within said ten (10) day period. Lessee’s right to cancel shall terminate. Except as otherwise provided, if possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid,
any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay
caused by the acts or omissions of Lessee. If possession of the Premises is not delivered within four (4) months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its
obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding
Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect
to withhold possession until such conditions are satisfied. 
 4. Rent. 
 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”). 
 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less than one (1) full calendar month shall be prorated based upon the actual number of days of said
month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver
of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. 
 5. Security Deposit. Lessee
shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease. Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or
applies all or any portion of said Security Deposit, Lessee shall within ten (10) days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base
Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base
Rent as the Initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such
change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced. Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable
level based on said change in financial condition. Lessor shall not be required to keep the Security Deposit, separate from its general accounts. Within fourteen (14) days after the expiration or termination of this Lease, if Lessor elects to
apply the Security Deposit only to unpaid Rent, and otherwise within thirty (30) days after the Premises have been vacated pursuant to Paragraph 7.4(c) below. Lessor shall return that portion of the Security Deposit not used or applied by
Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. 
 6. Use. 
 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any
other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs owners and/or occupants of,
or causes damage to neighboring properties. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on
the Premises or the mechanical or electrical systems therein, or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within five (5) business days after such request give written notification
of same, which notice shall include an explanation of Lessor’s objections to the change in use. 
 6.2 Hazardous Substances.

 (a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product,
substance, or waste whose presence, use, manufacture, disposal, XXXXX, or release, either by itself or in XXXXX other 

  


									
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materials expected to be on the Premises. Is either; (i) potentially injurious to the public health, safety or welfare, the environment or the Premises,
(ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,
but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances
without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage
tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any
governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring
properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a
Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving
such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal
on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. 
 (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on under or about the Premises, other than as previously consented to by Lessor, Lessee shall
immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. 
 (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any
contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises
during the term of this Lease, by or for Lessee, or any third party. 
 (d) Losses Indemnification. Lessee shall Indemnify, defend and
hold Lessor, its agents, employees, lenders and ground lessor. If any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising
out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance
under the Premises from adjacent properties). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its
obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. 
 (e) Lessor Indemnification. Lessor and its successors and assigns shall Indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages,
including the cost of remediation, which existed as a result of Hazardous Substances on the Premises prior to the Start Date or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s
obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

 (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures
required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee’s use (including alterations)
of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor. Including allowing Lessor and Lessor’s agents to have reasonable access to the Premises
at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities. 
 (g) Lessor Termination Option.
If a Hazardous Substance Condition occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease
shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) Investigate and remediate such Hazardous Substance Condition. If required, as
soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds twelve (12) times the then monthly Base Rent or $100,000,
whichever is greater, give written notice to Lessee, within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date sixty
(60) days following the date of such notice. In the event Lessor elects to give a termination notice. Lessee may, within ten (10) days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the
cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to twelve (12) times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance
thereof within thirty (30) days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are
available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination. 
 6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s expense,
fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which
relate in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within ten (10) days after receipt of Lessor’s written request, provide Lessor with
copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents
involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. 
 6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30 below) and consultants shall have the right to
enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections
shall be paid by Lessor, unless a violation of Applicable Requirements, or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse
Lessor for the cost of such inspections, so long as such inspection is reasonably related to the violation or contamination. 
  

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

  

	 	7.1	Lessee’s Obligations. 

 (a) In General.
Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code), 6.3 (Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage and Destruction), and 14
(Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations, and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the
same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises). Including, but not limited to, all
equipment or facilities, such as plumbing, heating, ventilating, air-conditioning, electrical, lighting facilities, fire protection system, fixtures, walls (interior and exterior), ceilings, floors, windows, doors, fences, signs, located in, on, or
adjacent to the Premises. Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair (see Paragraph
7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices. Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and
all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g., graffiti removal)
consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity. 
 (b) Service
Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment
and improvements (“Basic Elements”), any, if and when installed on the Premises: (i) XXXXX equipment, (iii) fire XXXXX systems, including fire alarm and/or smoke detection. 
  


									
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 (c) Replacement. Subject to Lessee’s Indemnification of Lessor as set forth in Paragraph 8.7
below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if the Basic Elements, described in Paragraph 7.1(b) cannot be repaired other than a cost which is in excess of
50% of the cost of replacing such Basic Elements, then such Basic Elements shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term
of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is the number of months of the useful life of
such replacement as such useful life is specified pursuant to Federal income tax regulations or guidelines for depreciation thereof (including interest on the unamortized balance as is then commercially reasonable in the judgment of Lessor’s
accountants), with Lessee reserving the right to prepay its obligation at any time. 
 7.2 Lessor’s Obligations. Subject to the
provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner
whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof, foundations and bearing walls, the repair of which
shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of
the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 
 7.3 Utility Installations; Trade Fixtures; Alterations. 
 (a) Definitions; Consent Required.
The term “Utility Installations” refers to all floor and window coverings, air lines, power panels, electrical distribution, security and fire protection systems and signs, communication systems, lighting fixtures, HVAC equipment,
plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall
mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility
Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent. Lessee may, however, make
non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncluring, relocating or removing the roof or
any existing walls, and the cumulative cost thereof during this Lease as extended does not exceed $50,000 in the aggregate or $10,000 in any one year. 
 (b) Consent. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall
be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon
completion furnish Lessor with as-built plans and specifications. For work which costs and amount equal to the greater of one month’s Base Rent, or $10,000, Lessor may condition its consent upon Lessee providing a lien and completion bond in an
amount equal to one and one-half times the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting and additional Security Deposit with Lessor. 
 (c) Indemnification. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at
or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any Interest therein. Lessee shall give Lessor not less than ten (10) days’ notice prior to the
commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and
protect itself. Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal
to one and one-half times the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorney’s fees and costs.

 7.4 Ownership; Removal; Surrender; and Restoration. 
 (a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be property of Lessee, but considered
a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per Paragraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall; at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. 
 (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than ninety (90) and not later than thirty (30) days prior to the end of the term of this Lease, Lessor may require that any or all
Lessee Owned Alterations or Utility Installations be removed by the expiration or terminations of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the
required consent. 
 (c) Surrender/Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination
date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any
damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee Owned Alterations and/or Utility Installations,
furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee, and the removal, replacement, or remediation of any soil, material or groundwater contaminated by Lessee. Trade Fixtures shall remain the property of
Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

 8. Insurance; Indemnity. 
 8.1
Payment of Premium Increases 
 (a) Lessee shall pay to Lessor any insurance cost increase (“Insurance Cost Increase”)
occurring during the term of this Lease. “Insurance Cost Increase” is defined as any increase in the actual cost of the Insurance required under Paragraphs 8.2(b), 8.3(a) and 8.3(b) (“Required Insurance”), over and above
the Base Premium as hereinafter defined calculated on an annual basis. “Insurance Cost Increase” shall include but not be limited to increases resulting from the nature of Lessee’s occupancy, any act or omission of Lessee,
requirements of the holder of mortgage or deed of trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The Parties are encouraged to fill in the Base Premium in Paragraph 1.9 with a reasonable premium for
the Required Insurance based on the Agreed Use of the Premises. If the Parties fail to insert a dollar amount in Paragraph 1.9, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the
commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 8.1(b)
in excess of $2,000,000 per occurrence. 
 (b) Lessee shall pay any such Insurance Cost Increase to Lessor within thirty (30) days after
receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the Insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the
amount due. If the Insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in
reasonable detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. 
 8.2 Liability Insurance. 
 (a)
Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability Policy of Insurance protecting Lessee and Lessor against claims for bodily injury, personal injury and property damage based upon or arising out of the
ownership, use, occupancy or maintenance XXXXX the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 per occurrence with an
“Additional Insured-Managers or Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement” for damage caused by heat, smoke or fumes from a hostile fire. The Policy shall not
contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance XXXXX Lessee’s indemnity
obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by XXXXX shall be primary to and not contributory with any
XXXXX insurance carried by Lessor, whose insurance shall be considered excess insurance only. 
  


									
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 (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a),
in addition to, and not in lieu of, insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 
 8.3 Property Insurance - Building, Improvements and Rental Value. 
 (a) Building and Improvements. The insuring Party
shall obtain and keep in force a policy or policies in the name of Lessor, with XXXXX payable to Lessor, any groundlessor, and to any Lender(s) insuring loss or damage to the Premises. The amount of such insurance shall be equal to the
replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lenders, but in no event more than commercially reasonable and available insurable value thereof. If Lessor is the insuring Party, however,
Lessee Owned Alterations and Utility installation Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4 rather than by Lessor. If the coverage is available XXXXX commercially appropriate, such
policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquakes unless required by a Lender or included in the Base Premium), including coverage for debris removal and the
enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies XXXXX also contain an agreed valuation
provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price
Index for All XXXXX Consumers for the city nearest to where the Premises are located. 
 (c) Adjacent Premises. If the Premises
are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to XXXXX Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings. If said increase
is caused Lessee’s acts, omissions, use or occupancy of the Premises. 
 8.4 Lessee’s Property/Business Interruption
Insurance. 
 (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property.
Trade Fixtures, a Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 occurrence. The proceeds from any such insurance shall be used by Lessee for the
replacement of personal property. Trade Fixtures and Lessee XXXXX Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force. 
 (c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance XXXXX herein
are adequate to cover Lessee’s property, business operations or obligations under this Lease. 
 8.5 Insurance Policies.
Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where XXXXX Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least B+, V,
as set forth in the most current XXXXX “Best’s Insurance Guide”, or such other rating as may be required by a Lender. Lessee shall not do permit to be done anything which invalidates required insurance policies. Lessee shall,
prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing existence and amounts of the required insurance. No such policy shall be cancellable or subject to modification except after (30)
days prior XXXXX notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “Insurance XXXXX evidencing renewal thereof, or Lessor may order such
insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to XXXXX upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If
either Party XXXXX fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to procure and maintain the same. 
 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other,
XXXXX waive their entire right to recover damages against the other, for loss or damage to its property arising out of or incident to the XXXXX required to be XXXXX against herein. The effect of such releases and waivers is not
limited by the amount of insurance carried or required, or by any deductible applicable XXXXX. The Parties agreed to have their respective property damage insurance carriers waive any right to subrogation that such companies may have
against XXXXX or Lessee, as the case may be, so long as the Insurance is not invalidated thereby. 
 8.7 Indemnity. Except for
Lessor’s gross negligence or willful misconduct. Lessee shall indemnity, protect, defend and hold harmless XXXXX Premises, Lessor and its agents. Lessor’s master or ground lessor, partners and Lenders, from and against any and all
claims, loss of rents and/or XXXXX liens, judgments, penalties, attorney’s and consultants’ fees, expenses and/or liabilities arising our of, involving, or in connection with, the use XXXXX occupancy of the Premises by
Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall XXXXX notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall
cooperate with Lessee in such defense. XXXXX need not have first paid any such claim in order to be defended or indemnified. 
 8.8
Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or XXXXX property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person
in or about the Premises, whether such damage or XXXXX caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, XXXXX appliances,
plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the XXXXX or upon other portions of the Building of which the Premises are a part, or from other sources or
places. Lessor shall not be liable for any damages XXXXX from any act of neglect of any other tenant of Lessor. Notwithstanding Lessor’s negligence of breach of this Lease. Lessor shall under no circumstances liable for injury to
Lessee’s business or for any loss of income or profit therefrom. 
  

	9.	Damage or Destruction. 

 9.1 Definitions.

 (a) “Premises Partial Damage” shall mean damage or destruction to the improvements of the Premises, other than Lessee Own
Alterations, Utility Installations and Trade Fixtures, which can be reasonably be repaired in six (6) months or less from the date of the damage or XXXXX Lessor shall notify Lessee in writing within thirty (30) days from the date of the
damage or destruction as to whether or not the damage is Partial or Total. 
 (b) “Premises Total Destruction” shall mean
damage or destruction to the Premises, other than Lessee Owned Alterations and XXXXX Installations and Trade Fixtures, which cannot be reasonably be repaired in six (6) months or less from the date of the damage or destruction. Lessor shall
XXXXX Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Partial or Total. 
 (c) “ Insured Loss” shall mean damage or destruction to Improvements on the Premises, other than Lessee Owned Alterations and XXXXX Installations and Trade Fixtures, which was caused by an
event required to be covered by the insurance described in Paragraph 8.3(a), Irrespective of XXXXX deductible amounts or coverage limits involved. 
 (d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to the condition existing immediately prior thereto, including
demolition, debris removal and upgrading required by the operation of Applicable Requirements XXXXX without deduction for depreciation. 
 (e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises. 
 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at
Lessor’s XXXXX repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this XXXXX shall continue in full force and effect; provided,
however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total XXXXX repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable Insurance proceeds available to
Lessee on a reasonable basis that purpose. Notwithstanding the foregoing, if the required Insurance was not in force or the insurance proceeds are not sufficient to effect such repair, Insuring Party shall promptly contribute the shortage in
proceeds as and when required to complete said repairs. In the event, however, such shortage XXXXX due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially
reasonable available, Lessor shall have no obligation to pay for XXXXX shortage in Insurance proceeds or to fully 

  


									
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restore XXXXX aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within ten (10) days
following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said ten (10) day period, party responsible for making the repairs shall complete them as soon as
reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within ten (10) days thereafter to: (i) make such restoration and repair
as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect; or (ii) have this Lease terminate thirty (30) days thereafter. Lessee shall not be entitled to reimbursement
of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any
such insurance shall be made available for the repairs if made by either Party. 
 9.3 Partial Damage - Uninsured Loss. If a
Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as
reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such damage. Such termination shall be effective sixty (60) days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within ten (10) days after receipt of the termination
notice to give written notice to Lessor or Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within thirty (30) days after
making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required
commitment, this Lease shall terminate as of the date specified in the termination notice. 
 9.4 Total Destruction. Notwithstanding
any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate sixty (60) days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall
have the right to recover Lessor’s damages for Lessee, except as provided in Paragraph 8.6. 
 9.5 Damage Near End of Term. If at
any time during the last six (6) months of this Lease there is damage for which the cost to repair exceeds one (1) month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective sixty (60) days following the date
of occurrence of such damage by giving a written termination notice to Lessee within thirty (30) days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease
or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in Insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of
(i) the date which is ten days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period
and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be
extinguished. 
 9.6 Abatement of Rent; Lessee’s Remedies. 
 (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is
not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but
not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration
except as provided herein. 
 (b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not
commence, in a substantial and meaningful way, such repair or restoration within ninety (90) days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and
to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than sixty (60) days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not
commenced within thirty (30) days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within said thirty (30) days, this Lease shall continue in full force and effect.
“Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 
 9.7 Termination - Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be
made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

 9.8. Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction
of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present nor future statute to the extent inconsistent herewith. 
 10. Real Property Taxes. 
 10.1 Definition of “Real Property Taxes.” As used herein,
the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or
license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises. Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to
tax and where the funds are generated with reference to the Building address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are located. The term
“Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including, but not limited to, a change in the
ownership of the Premises. 
 10.2 
 (a) Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase
over the fiscal tax year during which the Commencement Date occurs (“Tax Increase”). Subject to Paragraph 10.2(b), payment of any such Tax increase shall be made by Lessee to Lessor within thirty (30) days after receipt of
Lessor’s written statement selling forth the amount due and the computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee’s share of such taxes shall be
prorated to cover only that portion of the tax bill applicable to the period that this Lease is in effect. 
 (b) Advance
Payment. In the event Lessee incurs a late charge on any Rent payment, Lessor may, at Lessor’s option, estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee, either: (i) in a lump
sum amount equal to the amount due, at least twenty (20) days prior to the applicable delinquency date; or (ii) monthly in advance with the payment of the Base Rent. If Lessor elects to require payment monthly in advance, the monthly payment shall
be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is
known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insufficient to pay the Tax Increase when due, Lessee shall
pay Lessor, upon demand, such additional sums as are necessary to pay such obligations. All monies paid to Lessor under this Paragraph may be intermingled with other monies of Lessor and shall not bear interest. In the event of a Breach by Lessee in
the performance of its obligations under this Lease, then any balance of funds paid to Lessor under the provisions of this Paragraph may, at the option of Lessor, be treated as an additional Security Deposit. 
 (c) Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand
therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee’s request. 
 10.3 Joint Assessment. If the Premises are not separately assessed, Lessee’s liability shall be an equitable proportion of the Tax
Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as
may be reasonably available. 
 10.4. Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and
levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause such property to be assessed and billed separately from the real property of
Lessor. If any of Lessee’s said personal property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within ten (10) days after receipt of a written statement.

 11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied
to the Premises, together with any taxes thereon, if any such service XXXXX not separately metered to Lessee, Lessee shall XXXXX reasonable proportion, to be determined by Lessor, of all charges jointly metered. 
  


									
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 12. Assignment and Subletting. Lessor shall not unreasonably withhold Lessee’s right to assign or sublease

 12.1 Lessor’s Consent Required. 
 (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in
the Premises without Lessor’s prior written consent. 
 (b) A change in the control of Lessee shall constitute an assignment requiring
consent. The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of Lessee shall constitute a change in control for this purpose. 
 (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer,
leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than twenty-five percent
(25%) of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions
constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors)
established under generally accepted accounting principles. 
 (d) An assignment or subletting without consent shall, at Lessor’s
option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may
either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to one hundred ten percent (110%) of the Base Rent then in effect. Further, in the event of such Breach and rental
adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to one hundred ten percent (110%) of the price previously in effect, and (ii) all fixed and non-fixed
rental adjustments scheduled during the remainder of the Lease term shall be increased to one hundred ten percent (110%) of the scheduled adjusted rent. 
 (e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. 
 12.2 Terms and Conditions Applicable to Assignment and Subletting. 
 (a) Regardless of Lessor’s
consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or
(iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. 
 (b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance
of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach. 
 (c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. 
 (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or
sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. 
 (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and
appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, Lessee agrees to provide Lessor with such other or additional information and/or documentation
as may be reasonably requested. 
 (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or
entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other
than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. 
 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all
subleases under this Lease whether or not expressly incorporated therein; 
 (a) Lessee hereby assigns and transfers to Lessor all of
Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s
obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply
with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations
under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach
exists, notwithstanding any claim from Lessee to the contrary. 
 (b) In the event of a Breach by Lessee, Lessor may, at its option, require
sublessee to attom to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable
for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. 
 (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. 
 (d) No sublessee
shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent. 
 (e) Lessor shall deliver a
copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from
and against Lessee for any such Defaults cured by the sublessee. 
 13. Default; Breach; Remedies. 
 13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants,
conditions or rules under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: 
 (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, and/or Security
Deposit or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. 
 (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third
party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of three (3) business days
following written notice to Lessee. 
 (c) The failure by Lessee to provide (i) reasonable written evidence of compliance with
Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) a Tenancy Statement, (v) a requested subordination, (vi) evidence concerning any guaranty and/or
Guarantor, (vii) any document requested under Paragraph 42 (easements), or (viii) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a
period of ten (10) days following written notice to Lessee. 
 (d) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of thirty (30) days after written notice;
provided, however; that if the nature of Lessee’s Default is such that more than thirty (30) days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said thirty
(30) day period and thereafter diligently prosecutes such cure to completion. 
 (e) The occurrence of any of the following events:
(i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same XXXXX dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in
this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest
in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the XXXXX that any provision of this subparagraph 13.1 (e) is XXXXX to any applicable law, such provision shall be of no force
or effect, and not affect the validity XXXXX remaining provisions. 
  


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

 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within ten (10) days after written
notice (or in case of an emergency, without notice). Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including, but not limited to, the obtaining of reasonably required bonds, insurance policies, or governmental
licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which it is
drawn, Lessor, at its option, may require all future payments to be made by Lessee to be by cashier’s check. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach; 
 (a) Terminate Lessee’s right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been
reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and
(iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result
therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing
commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent (1%). Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this
Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent
and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to
perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run
concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by
said statute. 
 (b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee
may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s Interests, shall not constitute a termination of the Lessee’s right to
possession. 
 (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises
are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any Indemnity provisions of this Lease as to matters occurring or accruing during the
term hereof or by reason of Lessee’s occupancy of the Premises. 
 13.3 Inducement Recapture. Any agreement for free or abated
rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as
“Inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision
shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, Inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be
immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by
Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 
 13.4 Late
Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited
to processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within five (5) days after such amount shall be due, then, without any requirement
for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal to ten percent (10%) of each such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lesser will
incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and
remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall,
at Lessor’s option, become due and payable quarterly in advance. 
 13.5 Interest. Any monetary payment due Lessor hereunder,
other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within thirty (30) days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as
to scheduled payments, or the thirty-first (31st) day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall be equal to the prime rate reported in the Wall Street Journal as published closest
prior to the date when due plus four percent (4%), but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 
 13.6 Breach by Lessor. 
 (a) Notice
of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less
than thirty (30) days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided,
however, that if the nature of Lessor’s obligation is such that more than thirty (30) days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such thirty (30) day period
and thereafter diligently pursued to completion. 
 (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor
nor Lender cures said breach within thirty (30) days after receipt of said written notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and
offset from Rent an amount equal to the greater of one month’s Base Rent or the Security Deposit, and to pay an excess of such expense under protest, reserving Lessee’s right to reimbursement from Lessor. Lessee shall document the cost of
said cure and supply said documentation to Lessor. 
 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent
domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs.
If more than ten percent (10%) of any building portion of the premises, or more than twenty-five percent (25%) of the land area portion of the premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee’s
option, to be exercised in writing within ten (10) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises
remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee’s relocation expenses, loss of business goodwill
and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be
considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the XXXXX at this Lease is not terminated by reason of the XXXXX. Lessor shall repair any damage to the
Premises caused by such Condemnation. 
  


									
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 15. Brokers’ Fee. 
 15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Broker otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any
Option; (b) If Lessee acquires any rights to the Premises or other premises owner by Lessor and located within the same Project, if any, within which the Premises is located; (c) if Lessee remains in possession of the Premises, with
XXXXX consent of Lessor, after the expiration of this Lease; or (d) if Base Rant is increased, whether by agreement or operation of an escalation clause herein, the Lessor shall pay Brokers a fee in accordance with the schedule of said
Brokers in effect at the time of the execution of this Lease. 
 15.2 Assumption of Obligations. Any buyer or transferee of
Lessor’s interest in this Lease shall be deemed to have assumed Lessors’ obligation hereunder. Each Broker shall be a third party beneficiary of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker are
amounts due as and for commissions pertaining to this Lease when due, then such amounts shall accrue interest. In addition, if Lessor fails to pay are amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor
and Lessee of such failure and if Lessor fails to pay such amount within ten (10) days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall XXXXX
deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker. 
 15.3
Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has XXXXX no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection
with this Lease, and that no one other than said name Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and XXXXX the other harmless from
and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party XXXXX reason of any dealings or actions of the indemnifying Party, including any costs, expenses, and/or
attorneys’ fees reasonably incurred with respect thereto. 
 16. Estoppel Certificates. 
 (a) Each Party (as “Responding Party”) shall within ten (10) days after written notice from the other Party (the “Requesting
Party” execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” XXXXX published by the American Industrial Real Estate
Association, plus such additional information, confirmation and/or statements as may be reasonable requested by the Requesting Party. 
 (b)
If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such ten day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification
except as may be represented by the Requesting Party; (ii) there are no uncured defaults in the Requesting Party’s performance; and (iii) If Lessor is the Requesting Party, not more than one month’s rent XXXXX been paid in advance.
Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. 
 (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender
or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser. Including, but not limited to Lessee’s financial statements for the past three (3) years. All such financial statements
shall be received by Lessor and such lender or purchaser XXXXX confidence and shall be used only for the purposes herein set forth. 
 17.
Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises or, if this is a sublease, of the Lessee’s Interest in the prior lease. In
the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessee shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit hold by Lessor. Except as provided in Paragraph 15, upon
such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject
to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Notwithstanding the above, and subject to the provisions XXXXX Paragraph 20 below,
the original Lessor under this Lease, and all subsequent holders of the Lessor’s interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as
outlined in Paragraph 6 above. 
 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction,
shall in no way affect the validity of any other provision hereof. 
 19. Days. Unless otherwise specifically indicated to the contrary, the word
“days” as used in this Lease shall mean and refer to calendar days. 
 20. Limitation on Liability. Subject to the provisions of Paragraph
17 above, the obligations of Lessor under this Lease shall not constitute XXXXX obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the
Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual partners, directors, officers
or shareholders, or any of their personal assets for such satisfaction. 
 21. Time of Essence. Time is of the essence with respect to the performance
of all obligations to be performed or observed by the Parties under this Lease. 
 22. No Prior or Other Agreements; Broker Disclaimer. This Lease
contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrant to the Brokers that it has
made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the nature, quality and character of the Premises. Brokers have no responsibility
with respect thereto or with respect to XXXXX default or breach hereof by either Party. The liability (including court costs and Attorneys’ fees), of any Broker with respect to negotiation, execution, deliver or performance by either
Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received XXXXX such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s
liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 
 23. Notices. 
 23.1 Notice Requirements. All notices required or permitted by this Lease shall be in writing and may be delivered in person (by hand or by
courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23.
The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon
Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to
time hereafter designate in writing. 
 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery show on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given forty-eight (48) hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given twenty-four (24) hours after delivery of the same to the
Postal Service or courier. Notices transmitted XXXXX facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt, provided a copy is also delivered via delivery XXXXX mail. If notice is
received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 
 24. Waivers. No waiver by Lessor of the
Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to or approval of any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to
enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account XXXXX monies or
damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statement and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor
at or before the time of deposit of such payment. 
 25. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and
deliver to the other a short form memorandum XXXXX this Lease for recording purposes. The Party requesting recordation shall be responsible for payment of any fees applicable thereto. 
 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of XXXXX Lease.
In the event that Lessee holds over, then the Base Rent shall be increased to one hundred fifty percent (150%) of the Base Rent applicable during XXXXX month immediately preceding the expiration or termination. Nothing contained herein
shall be construed as consent by Lessor to any holding over by XXXXX. 
 27. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 
  


									
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 28. Covenants and Conditions; Construct of Agreement. All provisions of this Lease to observed or performed by
Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include
the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 
 29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the
laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. 
 30. Subordination; Attornment; Non-Disturbance. 
 30.1 Subordination. This Lease and any Option
granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all
advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lessor’s Lender”) shall have no
liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee,
whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. 
 30.2 Attornment. Subject to the non-disturbance provisions of Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a
Security Device, and that in the event of such foreclosure, such new owner shall not: (i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (ii) be subject to any offsets or
defenses which Lessee might have against any prior lessor; or (iii) be bound by prepayment of more than one (1) month’s rent. 
 30.3
Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a
“Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as
Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within sixty (60) days after the execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the
holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said sixty (60) days, then Lessee may, at Lessee’s option, directly contact
Lessor’s lender and attempt to negotiable for the execution and delivery of a Non-Disturbance Agreement. 
 30.4 Self-Executing.
The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the
Premises. Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 
 31. Attorney’s Fees. If any Party or Broker brings an action or proceeding involving the Premises to enforce the terms hereof or to declare rights hereunder,
the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorney’s fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such
action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise,
settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorney’s fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all
attorney’s fees reasonably incurred. In addition, Lessor shall be entitled to attorney’s fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a
legal action is subsequently commenced in connection with such Default or resulting Breach. 
 32. Lessor’s Access; Showing Premises; Repairs.
Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or lessees, and making
such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary “For
Sale” signs and Lessor may during the last six (6) months of the term hereof place on the Premises any ordinary “For Lease” signs. Lessee may at any time place on or about the Premises any ordinary “For
Sublease” sign. 
 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s
prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 
 34.
Signs. Except for ordinary “For Sublease” signs, Lessee shall not place any sign upon the Premises without Lessor’s prior written consent. All signs must comply with all Applicable Requirement. 
 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing
subtenancies. Lessor’s failure within ten (10) days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the
termination of such interest. 
 36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an
act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other
consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid
by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such
consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent shall
not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any
determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within ten (10) business days following such request.

 37. Guarantor. 
 37.1 Execution.
The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease. 
 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the
execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of
such guaranty, (b) current financial statements, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect. 
 38. Quiet
Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment
of the Premises during the term hereof. 
 39. Options. 
 39.1 Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first
refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 
 39.2 Options Personal To Original Lessee. Each Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned
or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be
exercised unless the prior Options have been validly exercised. 
 39.4 Effect of Default on Options. 
 (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said
Default is cured; (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee): (iii) during the time Lessee is in Breach of this Lease; or (iv) in the event that Lessee has been given three (3) or
more notices of separate Default, whether or not the Defaults are cured, during the twelve (12) month period immediately preceding the exercise of the Option. 
 (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39. 
  


									
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	©1997 - American Industrial Real Estate Association	 		 	FORM ST6-6-2/97E









 (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and
timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term, (i) Lessee fails to pay Rent for a period of thirty (30) days after such Rent becomes due (without any necessity of Lessor to give notice
thereof), (ii) Lessor gives to Lessee three (3) or more notices of separate Default during any twelve (12) month period, whether or not the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease. 
 40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will observe all reasonable rules and
regulations which Lessor make from time to time for the management, safety, and care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and that Lessee will pay its
fair share of common expenses incurred in connection therewith. 
 41. Security Measures. Lessee hereby acknowledges that the rental payable to Lessor
hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation of whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and
invitees and their property from the acts of third parties. 
 42. Reservations. Lessor reserves to itself the right, from time to time, to grant,
without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 
 43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If i shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it
was not legally required to pay. 
 44. Authority. If either Party hereto is a corporation, trust, limited company, partnership, or similar entity,
each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within thirty (30) days after request, deliver to the other
party satisfactory evidence of such authority. 
 45. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or
handwritten provisions shall be controlled by the typewritten or handwritten provisions. 
 46. Offer. Preparation of this Lease by either Party or
their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 
 47. Amendments. This lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially
change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

 48. Multiple Parties. If more than one person or entity is named herein as either lessor or Lessee, such multiple Parties shall have joint and
several responsibility to comply with the terms of this Lease. 
 49. Mediation and Arbitration of Disputes. An addendum requiring the Mediation
and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease  ̈ is x is not attached to this Lease. 
 LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND
VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. 
 ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 
 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND
TAX CONSEQUENCES OF THIS LEASE. 
 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES, SAID INVESTIGATION SHOULD
INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

 WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE
LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. 
 The Parties hereto have executed this Lease at the place and on the dates specified above their
respective signatures. 
  

									
	Executed at:	 	  
	 		 	Executed at:	 	 Chino CA

	on:	 	  
	 		 	on:	 	 11-18-98

	by LESSOR:	 		 		 	by LESSEE:	 	
	 Dupree Incorporated
	 		 	 Omnia Italian Design, Inc.

	  
	 		 		 	
					
	By:	 	 


	 		 	By:	 	 



	Name Printed:	 	 James D. Pon
	 		 	Name Printed:	 	 Sal Zolferino

	Title:	 	 President
	 		 	Title:	 	 President

					
	By:	 	  
	 		 	By:	 	  

	Name Printed:	 	 James Dupree, Jr.
	 		 	Name Printed:	 	  

	Title:	 	  
	 		 	Title:	 	  

	Address:	 	 14395 Ramona Avenue, Chino, CA
	 		 	Address:	 	 14375 Ramona Avenue, Chino, CA

		 	  
	 		 		 	  

	Telephone:	 	(909)    597-4889                                
                    	 		 	Telephone:	 	(909)    597-4400                                
                    
	Facsimile:	 	(909)    597-4893                                
                    	 		 	Facsimile:	 	(      )                                
                                        

	Federal ID No.	 	  
	 		 	Federal ID No.	 	  


  

					
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	©1997 - American Industrial Real Estate Association	 		 	FORM STG-6-2/97E

  

 Page 11 of 12 









	NOTE:	These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So. Flower Street, Suite 600, Los Angeles, California 90017. (213) 687-8777. Fax No. (213) 687-8616 


			
		 	  

	©1997 - American Industrial Real Estate Association	 	FORM STG-6-2/97E

  

 Page 12 of 12 








 ADDENDUM TO LEASE DATED 
 NOVEMBER 17, 1998 BETWEEN 
 DUPREE, INCORPORATED, AS LESSOR AND 
 OMNIA
ITALIAN DESIGN, INC., AS LESSEE 
  

	49.	Rent Payment 

 Lessee to pay Lessor the following
gross monthly rental during the initial ten (10) year term of the lease. 
  

				
	 Months
	  	Gross Rent
	 1-30
	  	$	22,406.00
	 31-60
	  	$	24,175.00
	 61-90
	  	$	25,354.00
	 91-120
	  	$	26,534.00

 Note. The first months rent shall be considered the first month following the issuance of
the Certificate of Occupancy by the city of Chino on the subject property. 
  

	50.	Tenant Improvements: 

 Lessor at Lessor’s
expense shall build an approximate 4,500 square foot of office and restroom area, two rear shop restrooms and one shipping office. 
 The
scope of Tenant Improvements shall be incorporated into this Lease as “Exhibit A” and shall be mutually agreed to by Lessor and Lessee as acknowledged by their initials. Failure of the parties to agree shall void this Lease agreement.

  

	51.	Landscape Maintenance: 

 Lessor to maintain the
Landscape Maintenance contract on the subject building and will bill Lessee the same on a monthly basis. 
  

	52.	Option to Extend: 

 (See Paragraph 52) 

 

	53.	Lease Termination: 

 It is agreed that upon full
execution of this Lease by Lessee and Lessor that Lessee shall continue to pay rent and operate under all the terms and conditions as outlined in the lease dated November 21, 1994 between Dupree Incorporated as Lessor and Omnia Design, Inc. as
Lessee. On the first day of the month following the issuance of the Certificate of Occupancy on 14350 Cherokee Place. The Lease dated November 21, 1994 on 14365 Ramona Avenue shall be terminated and Lessee shall have thirty (30) days to vacate the
premises, during which time no Rent shall be due to Lessor. 
  

									
	 Lessor
	 	  
	 		 	Lessee	 	  

		 		 		 		 	
		 		 		 		 	

  

 Page 1 








 

 
 OPTION(S) TO EXTEND 
 STANDARD LEASE ADDENDUM 
  

									
		  	Dated November 17, 1998	  	
		  	By and Between	 	(Lessor)	  	Dupree, Incorporated	  	
		  		 	(Lessee)	  	Omnia Italian Design, Inc.	  	
		  	Address of Premises:	  	14350 Cherokee Place, Chino	  	

 Paragraph 52 
  

	A.	OPTION(S) TO EXTEND: 

 Lessor hereby grants to Lessee the option to
extend the term of this Lease for 1 additional 60 month period commencing when the prior term expires upon each and all of the following terms and conditions: 
 (i) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least 3, but not more than 9 months prior to the date that the option period
would commence, time being of the essence. If proper notification of exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively. 
 (ii) The provisions of paragraph 39, including those relating to Lessee’s Default set forth in paragraph 39.4 of this Lease, are conditions of
XXXXXXX Option. 
 (iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and
conditions of this Lease XXXXXXX where specifically modified by this option shall apply. 
 (iv) This Option is personal to the original
Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only XXXXXXX the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. 
 (v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used
and Fill in Appropriately) 
  

					
	x	 	II.	 	Market Rental Value Adjustment(s) (MRV)
			
		 	a.	 	On (Fill in MRV Adjustment Date(s)) Estimate date June 1st, 2009

 the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows: 
 1) Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new XXXXXXX will be on
the adjustment date. If agreement cannot be reached, within thirty days, then: 
 (a) Lessor and Lessee shall immediately appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next XXXXXXX days. Any associated costs will be split equally between the Parties, or 
  


													
		 		 		 		 	
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 (b) Both Lessor and Lessee shall immediately make a reasonable determination of the MRV and submit such
determination, in writing to arbitration in accordance with the following provisions: 
 (i) Within fifteen days thereafter, Lessor and
Lessee shall each select an  ̈ appraiser or  ̈ broker (“Consultant” - check one) of the choice to act as an arbitrator. The two arbitrators so appointed shall immediately
select a third mutually acceptable Consultant to act as a third arbitrator. 
 (ii) The three arbitrators shall within thirty days of the
appointment of the third arbitrator reach a decision as to what the actual MRV XXXXXXX the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding
on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties. 
 (iii)
If either of the Parties fails to appoint an arbitrator within the specified fifteen days, the arbitrator timely appointed by one of the XXXXXXX shall reach a decision on his or her own, and said decision shall be binding on the Parties. 

(iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie, the one that is NOT XXXXXXX closest to
the actual MRV. 
 2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding
the rent adjustment. 

					
			
		 	b.	 	Upon the establishment of each New Market Value:

 1) the new MRV will become the new “Base Rent” for the purpose of calculating any further
Adjustments, and 
 2) the first month of each Market Rental Value term shall become the new “Base Month” for the purpose of
calculating any further Adjustments. 
  

	C.	BROKER’S FEE: 

 The Brokers specified in Paragraph
1.10 shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of XXXXXXX Lease. 
  


													
		 		 		 		 	
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 SALE/LEASE AMERICANS WITH DISABILITIES ACT 
 AND HAZARDOUS MATERIALS DISCLOSURE 
  

			
	PROPERTY:	 	 14350 Cherokee Place, Chino. CA 91710


 The United States Congress has enacted the Americans With Disabilities Act. Among other things, this act is
intended to make many business establishments equally accessible to persons with a variety of disabilities; modifications to real property may be required. State and local laws also may mandate changes. The B. Ivan Group is not qualified to advise
you as to what, if any, changes may be required now or in the future. Owners and tenants should consult the attorney(s) and qualified design professional(s) of their choice for information regarding these matters. The B. Ivan Group cannot determine
which attorneys or design professionals have the appropriate expertise in this area. 
 Various construction materials may contain items that have been or
may in the future be determined to be hazardous (toxic) or undesirable and may need to be specially treated/handled or removed. For example, some transformers and other electrical components contain PCBs and asbestos has been used in components such
as fire proofing, heating and cooling systems, air duct insulation, spray-on and tile acoustical materials, linoleum, floor tiles, roofing, dry wall and plaster. Due to prior or current uses of the Property or in the area, the Property may have
hazardous or undesirable metals, minerals, chemicals, hydrocarbons, or biological or radioactive items (including electric and magnetic fields) in soils, water, building components, above or below ground containers or elsewhere in areas that may or
may not be accessible or noticeable. Such items may leak or otherwise be released. The B. Ivan Group has no expertise in the detection or correction of hazardous or undesirable items. Expert inspections are necessary. Current or future laws may
require clean up by past, present and/or future owners and/or operators. It is the responsibility of the Seller/Lessor and Buyer/Tenant to retain qualified experts to detect and correct such matters and to consult with legal counsel of their choice
to determine what provisions, if any, they may wish to include in transaction documents regarding the Property. 
 To the best of Seller’s/Lessor’s
knowledge, Seller/Lessor has attached to this Disclosure copies of all existing surveys and reports known to Seller/Lessor regarding asbestos and other hazardous materials and undesirable substances related to the Property. Seller/Lessors are
required under California Health and Safety Code Section 25915 et seq. to disclose reports and surveys regarding asbestos to certain persons, including their employees, contractors, co-owners, purchasers and tenants. Buyers/Tenants have similar
disclosure obligations. Sellers/Lessors and Buyers/Tenants have additional hazardous materials disclosure responsibilities to each other under California Health and Safety Code Section 25359.7 and other California laws. Consult your attorney(s)
regarding this matter. The B. Ivan Group is not qualified to assist you in this matter or provide you with other legal or tax advice. 
  

									
	SELLER/LESSOR:	 		 	BUYER/LESSEE:
					
	By:	 	 


	 		 	By:	 	 



	Title:	 	President	 		 	Title:	 	President
	Date:	 	11/19/98	 		 	Date:	 	11/18/98








 EXHIBIT “A” 
 Page 1 of 2 
 (Interior Improvements) 
 

 
  

					
	LESSOR’S INITIALS	 		 	LESSEE’S INITIALS
			
	  
	 		 	  









 EXHIBIT “A” 
 Page 2 of 2 
 (Outside Improvements) 
 

 
 Lessor, at Lessor’s expense, shall make the above indicated changes to the building and parking lot striping (ie:
move ground level door on the north wall of the building to the east and add striping where indicated). 
  

					
	LESSOR’S INITIALS	 		 	LESSEE’S INITIALS
			
	  
	 		 	  









 EXHIBIT “A” 
 Page 2 of 2 
 (Outside Improvements) 
 

 
 Lessor, at Lessor’s expense, shall make the above indicated changes to the building and parking lot striping (ie:
move ground level door on the north wall of the building to the east and add striping where indicated). 
  

					
	LESSOR’S INITIALS	 		 	LESSEE’S INITIALS