Exhibit 10.34



LOGO



STANDARD MULTI-TENANT OFFICE LEASE
- GROSS



AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION



1. Basic Provisions (Basic Provisions).



1.1 Parties: This Lease (Lease),dated for
reference purposes only November 30, 2000, is made by and between 125 Pacifica, L.P., a California limited partnership (Lessor) and Redlands Centennial Bank, a California corporation (Lessee),(collectively the Parties,or individually a Party).



1.2 (a) Premises: That certain portion of the Project (as defined below), known as Suite Numbers(s) 106, 1st floor(s), consisting of approximately
2,399 rentable square feet and approximately 2,142 useable square feet (Premises).The Premises are located at: 101 East Redlands Blvd, in the City of Redlands, County of San Bernardino, State of California, with zip code
92373. In addition to Lessees rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing the Premises (Building)or to any other buildings in the Project. The Premises, the Building, the
Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the Project.The Project consists of approximately 84,772 rentable square feet.
(See also Paragraph 2)



1.2 (b) Parking:9 unreserved
and 0 reserved vehicle parking spaces at a monthly cost of $0.00 per unreserved space and $0.00 per reserved space. (See Paragraph 2.6)



1.3 Term: Five years and zero months (Original Term)commencing January 1, 2001. (Commencement Date)
and ending December 31, 2006 (Expiration Date). (See also Paragraph 3)



1.4 Early Possession: not applicable (Early Possession Date). (See also Paragraphs 3.2 and 3.3)



1.5Base Rent:$3,358.60 per month (Base Rent),payable on the 1st day of each month commencing January 1, 2001 (See also
Paragraph 4)



x If this box is checked,
there are provisions in this Lease for the Base Rent to be adjusted.



1.6 Lessees Share of Operating Expense Increase: 2.83% percent (%) (Lessees Share). Lessees Share has been calculated by dividing the approximate rentable
square footage of the Premises by the total approximate square footage of the rentable space contained in the Project and shall not be subject to revision except in connection with an actual change in the size of the Premises or a change in the
space available for lease in the Project.



1.7 Base Rent and
Other Monies Paid Upon Execution:



(a)
Base Rent:$3,358.60 for the period first Month



(b) Security Deposit: $4,000.00 (Security Deposit). (See also Paragraph 5)



(c) Parking:$0.00 for the period not applicable



(d) Other: $0.00 for not applicable



(e) Total Due Upon Execution of this Lease:$7,358.60



1.8 Agreed Use: bank loan
production department. (See also Paragraph 6)



1.9 Base
Year; Insuring Party.The Base Year is 2001. Lessor is the Insuring Party.(See also Paragraphs 4.2 and 8)



1.10 Real Estate Brokers:(See also Paragraph 15)



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



x Eileen Wendling - Leasing Agent represents Lessor exclusively (Lessors Broker);



x Ray Alexander - Coldwell Banker represents Lessee exclusively (Lessees Broker);or



 ̈none 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 Brokers the brokerage
fee agreed to in a separate written agreement (or if there is no such agreement, the sum of $5944,72 or % of the total Base Rent for the brokerage services rendered by the Brokers).



1.11 Guarantor.The obligations of the Lessee under this Lease shall
be guaranteed by none (Guarantor). (See also Paragraph 37)



1.12 Business Hours for the Building:6.00 a.m to 9.00 p.m., Monday through Friday (except Building Holidays) and 7.00 a.m. to 6.00 p.m. on Saturday (except Building Holidays). Building Holidaysshall mean the
dates of observation of New Years Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and none.



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



|x | Janitorial services
|- | -------------------



| ̈ | Electricity
|- | -----------



| ̈ | Other
(specify):
|- | ----------------



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



|x | an Addendum consisting of Paragraphs 1.21 through 55;
|- | -----------------------------------------------------



|x | a plot plan depicting the Premises; Exhibit B
|- | -----------------------------------------------



|x | a current set of the Rules and Regulations; Exhibit C
|- | ------------------------------------------------------



| ̈ | a Work Letter;
|- | --------------



| ̈ | a janitorial schedule;
|- | ----------------------



|x | other (specify): Commencement Date Memorandum - Exhibit A
|- | ---------------------------------------------------------



|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 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: Lessee is advised toverify the actual size prior to executing this Lease.



2.2 Condition.Lessor shall deliver the Premises to Lessee in a clean
condition 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 all other items which the Lessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall be in good operating condition on said date.



2.3 Compliance.Lessor warrants that the improvements comprising the
Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable



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laws, covenants or restrictions of record, 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, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessees use (see Paragraph 50), or to any Alterations or
Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning andother Applicable Requirements are appropriate for Lessees intended use,
and acknowledges that past uses of the Premises may no longer be allowed.If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with
specificity the nature and extent of such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises, the
remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises (Capital Expenditure),Lessor and Lessee shall allocate the cost of such work as follows:



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



(b) If
such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the cost of such Capital Expenditure as follows:
Lessor shall advance the funds necessary for such Capital Expenditure but Lessee shall 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 Lessees share of the cost of such Capital Expenditure (the percentage specified in Paragraph 16 by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month)). Lessee shall
pay interest on the unamortized balance of Lessees share at a rate that is commercially reasonable in the judgment of Lessors accountants. Lessee may, however, prepay its obligation at any time. Provided, however, that if such Capital
Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to
Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessors termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such
Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessors share of such costs have been fully paid. If Lessee is unable to finance Lessors share, or if the balance of the Rent due and
payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.



(c) Notwithstanding the above, the provisions concerning
Capital Expenditures are intended to apply only to non- voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed, change in use, change in intensity of
use, or modification to the Premises then, and in that event, Lessee shall 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) Lessee 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, HVAG 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 Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations,
promises or warranties concerning Lessees ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessors sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.



2.5 Lessee as Prior Owner/Occupant.The warranties made
by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date, Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.



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



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



(b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice to Lessee. The
rent for the parking is payable one month in advance prior to the first day of each calendar month.



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



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



2.9 Common Areas - Rules and Regulations.Lessor or such other
person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations (Rules and
Regulations)for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the
Project and their invitees. The Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to
Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.



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



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



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



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



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



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



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



|3. | Term.
|-- | -----



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



3.2 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 (including but not limited to the obligations to pay Lessees Share of the Operating
Expense Increase) 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 by such date, 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 Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a
period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be
extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all
obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessees right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease
shall terminate unless other agreements are reached between Lessor and Lessee, in writing.



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



|4. | Rent.
|-- | -----



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



4.2 Operating Expense
Increase.Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessees Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year,
such excess being hereinafter referred to as the Operating Expense Increase,in accordance with the following provisions:



(a) Base Yearis as specified in Paragraph 1.9.



(b) Comparison Yearis defined as each calendar year during the term of this Lease
subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such as are mandated by a governmental authority, as to
which government mandated expenses Lessee shall pay Lessees Share, notwithstanding they occur during the first twelve 12 months). Lessees Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term
shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase.



(c) Operating Expensesinclude all costs incurred by Lessor relating to the ownership and operation of the Project,
calculated as if the Project was at least 95% occupied, including, but not limited to, the following:



(i) The operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement (see subparagraph (g)),
of the following:



(aa) The Common Areas,
including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas,
striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates;



(bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication systems and other equipment used
in common by, or for the benefit of, lessees or occupants of the Project, including elevators and escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair.



(ii) Trash disposal, janitorial and security services, pest
control services, and the costs of any environmental inspections;



(iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an Operating Expense;



(iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible portion of an
insured loss concerning the Building or the Common Areas;



(v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10;



(vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered;



(vii) Labor, salaries, and applicable fringe benefits and
costs, materials, supplies and tools, used in maintaining and/or cleaning the Project and accounting and management fees attributable to the operation of the Project;



(viii) The cost of any Capital Expenditure to the Building or the Project not covered under the provisions
of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to pay more than Lessees Share of 1/144th of the cost of such Capital Expenditure in
any given month;



(ix) Replacement of
equipment or improvements that have a useful life for accounting purposes of 5 years or less.



(d) Any item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project
or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However, any such item that is not specifically attributable to the Building or to any other building or to the
operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.



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



(f) Lessees Share of
Operating Expense Increase shall be payable by Lessee within 10 days after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor. At Lessors option, however, an amount may be estimated by Lessor from time to time
in advance of Lessees Share of the Operating Expense Increase for any Comparison Year, and the same shall be payable monthly during each Comparison Year of the Lease term, on the same day as the Base Rent is due hereunder. In the
eventthat Lessee pays Lessors estimate of Lessees Share of Operating Expense Increase as aforesaid,
Lessor shall deliver to Lessee within 60 days after the expiration of each Comparison Year a reasonably detailed statement showing Lessees Share of the actual Operating Expense Increase incurred during such year. If Lessees payments
under this paragraph (f) during said Comparison Year exceed Lessees Share as indicated on said statement, Lessee shall be entitled to credit the amount of such overpayment against Lessees Share of Operating Expense Increase next falling
due. If Lessees payments under this paragraph during said Comparison Year were less than Lessees Share as indicated on said statement. Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to
Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year.



(g) Operating Expenses shall not include the costs of replacement for equipment or capital components such as the roof, foundations,
exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful



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life for accounting purposes of 5 years or more unless it is of the type described in paragraph 4.2(c) (viii), in which case their cost shall be included as
above provided.



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



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



5. Security
Deposit.Lessee shall deposit with Lessor upon execution hereof, the Security Deposit as security for Lessees faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease,
Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount 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 the Security Deposit, Lessee shall within 10 days after written request therefor, deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If
the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the
increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to
increase the Security Deposit to the extent necessary, in Lessors reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and
following such change the financial condition of Lessee is, in Lessors reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a
commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 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 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 occupants of or causes damage to neighboring premises or 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 of the Building, will not adversely affect the mechanical,
electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice
shall include an explanation of Lessors objections to the change in the Agreed Use.



6.2 Hazardous Substances.



(a) Reportable Uses Require Consent.The term Hazardous Substanceas used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation,
or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any
governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, and/or crude oil or any products, 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 such as ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is
in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may
condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.



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



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



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



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



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(f) Investigations and Remediations.Lessor shall retain the responsibility and
pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessees occupancy, unless such remediation measure is
required as a result of Lessees use (including Alterations, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at
the request of Lessor, including allowing Lessor and Lessors agents to have reasonable access to the Premises at reasonable times in order to carry out Lessors investigative and remedial responsibilities.



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



6.3 Lessees Compliance with Applicable Requirements.Except as otherwise provided in this Lease, Lessee shall, at Lessees sole expense,
fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the 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 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) 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 Hazardous Substance Condition (see paragraph 9.1 e) is found to exist or be imminent, or the inspection is requested or ordered by a
governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.



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



7.1 Lessees Obligations.Notwithstanding
Lessors obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any
equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings, and to
repair or replace any improvements with the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs the cost of which is otherwise Lessees responsibility
hereunder.



7.2 Lessors Obligations.Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessees Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to
Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants, and the
Common Areas. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.



7.3 Utility Installations; Trade Fixtures; Alterations.



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



(b) Consent.Lessee shall not make any Alterations
or Utility Installations to the Premises without Lessors prior written consent. Lessee may, however, make 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 puncturing, relocating or removing the roof, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost
thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a
precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented
to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessees: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior
to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good
and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one months Base Rent, Lessor may condition its consent upon Lessee providing a
lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessees posting an additional Security Deposit with Lessor.



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



7.4 Ownership; Removal; Surrender; and Restoration.



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



(b) Removal.By delivery to Lessee of written notice from Lessor not earlier than 90 and not later
than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the



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expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility
Installations made without the required consent.



(c) Surrender; Restoration.Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating order,
condition and state of repair, ordinary wear and tear excepted. Ordinary wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this
Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation,
maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises
any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) even if such removal would require Lessee
to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. 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 Insurance Premiums.The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the
premiums resulting from additional coverage related to requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium
rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, then the base premium shall
be the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nominal use possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the
premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).



8.2 Liability Insurance.



(a) Carried by Lessee.Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee
and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000, 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 of Lessees indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability
of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.



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



8.3 Property Insurance - Building, Improvements and Rental Value.



(a) Building and Improvements.Lessor
shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance shall be
equal to the full replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee
Owned Alterations and Utility Installations, Trade Fixtures, and Lessees personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against
all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition,
reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard
protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located.
If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence.



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



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



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



8.4 Lessees Property; Business Interruption Insurance.



(a) Property Damage.Lessee shall obtain and maintain insurance coverage on all of Lessees
personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be
used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.



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



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



8.5 Insurance Policies.Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the 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 issue of Bests Insurance Guide, or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall,
prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30
days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or insurance binders evidencing renewal thereof, or Lessor may order such insurance
and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall
fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.



8.6 Waiver of Subrogation.Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of



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insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive
any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.



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



8.8 Exemption of Lessor from Liability.Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessees employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results
from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or
damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the
failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessors negligence or breach of this Lease, Lessor shall under no circumstances be 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 on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not
exceed a sum equal to 6 months Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.



(b) Premises Total Destructionshall mean
damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or
the cost thereof exceeds a sum equal to 6 months Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.



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



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



(e) Hazardous Substance Conditionshall mean the occurrence or discovery of a condition involving the presence of, or a
contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.



9.2 Partial Damage - Insured Loss.If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors expense, repair
such damage (but not Lessees Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessors
election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said
repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to
pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such
shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full
force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage
in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made
by either Party.



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



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



9.5 Damage Near End of Term.If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one
months Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of
such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any
shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessees receipt of Lessors written notice purporting to terminate this Lease, or
(ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at
Lessors commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period,
then this Lease shall terminate on the date specified in the termination notice and Lessees option shall be extinguished.



9.6 Abatement of Rent; Lessees Remedies.



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



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



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



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 or future statute to the extent inconsistent herewith.



10. Real Property Taxes.



10.1 Definitions. As used herein, the term Real Property
Taxesshall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or
levied against any legal or equitable interest of Lessor in the Project, Lessors right to other income therefrom, and/or Lessors business of leasing, by any authority having the direct or indirect power to tax and where the funds are
generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. 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 Project or any portion
thereof or a change in the improvements thereon.



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



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



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



10.5 Personal Property Taxes.Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and
all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessees said property shall be assessed with Lessors real property, Lessee shall pay Lessor the taxes attributable to
Lessees property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessees property.



11. Utilities and Services.



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



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



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



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



11.5 Interruptions.There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for
the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or
directions.



12. Assignment and Subletting.



12.1 Lessors Consent Required.



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



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



(c) The involvement of Lessee
or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessees assets occurs,
which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as 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 30 days written notice,
increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment
to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.



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



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12.2 Terms and Conditions Applicable to Assignment and Subletting.



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



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



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



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



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



(f) Any assignee of, or sublessee under, this Lease shall,
by reason of accepting such assignment 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.



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



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



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



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



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



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



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



13. Default; Breach; Remedies.



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



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



(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor
or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days
following written notice to Lessee.



(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) an Estoppel Certificate, (v) a requested
subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41 (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 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 2.9
hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessees Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.



(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 is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessees assets located at the Premises or of Lessees interest in this Lease, where possession is not restored to
Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessees assets located at the Premises or of Lessees interest in this Lease, where such seizure is not discharged within 30 days;
provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.



(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 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.



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13.2 Remedies.If Lessee fails to perform any of its affirmative duties or obligations, within 10
days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessees behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies,
or governmental licenses, permits or approvals. 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. 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 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 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of
such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessees Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted
hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessors option,
become due and payable quarterly in advance.



13.5 Interest.Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear
interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest (Interest)charged shall be computed at the rate of 10% per annum but shall not exceed the
maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.



13.6 Breach by Lessor.



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



(b) Performance by Lessee on Behalf of Lessor.In the event that neither Lessor nor Lender cures said breach within 30 days after
receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessees expense and offset from Rent the actual and reasonable cost to perform such cure,
provided however, that such offset shall not exceed an amount equal to the greater of one months Base Rent or the Security Deposit, reserving Lessees right to seek 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 10% of the rentable floor area of the Premises, or more than 25% of Lessees Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at
Lessees option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises
remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessees relocation expenses, loss of business goodwill
and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be
considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises
caused by such Condemnation.



15. Brokerage Fees.



15.1 Additional Commission. In addition to the payments owed pursuant
to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and
located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein,
then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution of this Lease.



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15.2 Assumption of Obligations.Any buyer or transferee of Lessors interest in this Lease
shall be deemed to have assumed Lessors obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees
pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any 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 amounts within 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 be deemed to be a third party beneficiary of any commission
agreement entered into by and/or between Lessor and Lessors Broker for the limited purpose of collecting any brokerage fee owed.



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



16. Estoppel Certificates.



(a) Each Party (as Responding Party)shall within 10 days after written notice from the other Party (the
RequestingParty)execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current Estoppel Certificateform published by the American Industrial
Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.



(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may
execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Partys performance, and
(iii) if Lessor is the Requesting Party, not more than one months rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Partys Estoppel Certificate, and the Responding Party shall be
estopped from denying the truth of the facts contained in said Certificate.



(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee 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 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and
shall be used only for the purposes herein set forth.



17. Definition of
Lessor.The term Lessoras used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessees interest in the prior lease. In the event of a
transfer of Lessors title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. 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.



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



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



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



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



22. No Prior or Other Agreements; Broker Disclaimer.This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is
relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with
respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys fees) of any Broker with respect to negotiation, execution, delivery 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 by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Brokers liability shall not be
applicable to any gross negligence or willful misconduct of such Broker.



23.
Notices.



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



23.2 Date of Notice.Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown
on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 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 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed
delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received
on the next business day.



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 of moneys or
damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor
at or before the time of deposit of such payment.



25. Disclosures Regarding
The Nature of a Real Estate Agency Relationship.



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



(i) Lessors Agent. A Lessors agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A
Lessors agent or subagent has the following affirmative obligations. To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise
of reasonable skills and care in performance of the agents duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent



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materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.



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



(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate
licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both
the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In
representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is
willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all
agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or fax advice is desired, consult a competent professional.



(b) Brokers have no responsibility 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 any breach of duty, error or omission relating to this Lease shall not exceed the fee received by such Broker
pursuant to this Lease; provided, however, that the foregoing limitation on each Brokers liability shall not be applicable to any gross negligence or willful misconduct of such Broker.



(c) Buyer and Seller agree to identify to Brokers as
Confidential any communication or information given Brokers that is considered by such Party to be confidential.



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



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



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



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



30. Subordination; Attornment; Non-Disturbance.



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



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



30.3 Non-Disturbance.With respect to
Security Devices entered into by Lessor after the execution of this Lease, Lessees subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a Non-Disturbance Agreement)from the Lender which Non-Disturbance Agreement provides that Lessees possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns
to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is
secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessees option; directly contact Lender and attempt to negotiate for the execution and delivery of a
Non-Disturbance Agreement.



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



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



32. Lessors Access; Showing Premises; Repairs.Lessor and Lessors agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making
such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as
there is no material adverse effect to Lessees use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary For Salesigns and
Lessor may during the last 6 months of the term hereof place on the Premises any ordinary For Leasesigns. In addition, Lessor shall have the right to retain keys to the



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Premises and to unlock all doors in or upon the Premises other than to files, vaults and safes, and in the case of emergency to enter the Premises by any
reasonably appropriate means, and any such entry shall not be deemed a forcible or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges for damages or injuries or interference with Lessees property or business
in connection therewith.



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



34. Signs. Lessee shall not place any sign upon the Project without Lessors
prior written consent.



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



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



37. Guarantor.



37.1 Execution.The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate
Association.



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



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



39. Options.If Lessee is granted an Option, as defined below, then the following
provisions shall apply.



39.1 Definition. Optionshall mean: (a) the right to extend 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.Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.



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



39.4 Effect of Default on Options.



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



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



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



40. Security Measures.Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility
for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be an Operating Expense.



41. Reservations.



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



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



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



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



43. Authority.



(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing
this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease



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on its behalf. Each party shall, within 30 days after request, deliver to the other party satisfactory evidence of such authority.



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



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



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



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



47. 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.



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



49. 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 ̈is not attached to this Lease.



50. Americans with Disabilities Act.In the event that as a result of Lessee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 modifications, construction or improvements shall be made at: ̈Lessors expense x
Lessees expense.



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



ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY 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 AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY,
THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEES INTENDED USE.



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



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



|             |  |                                                      |  |  |  |              |  |                                                   
|------------ |  | ---------------------------------------------------- |  |  |  | ------------ |  | --------------------------------------------------
|             |  |                                                      |  | 
|Executed at: |  |                                                      |  |  |  | Executed at: |  |                                                   
|on:          |  |                                                      |  |  |  | on:          |  |                                                   
|By LESSOR:   |  | 125 Pacifica, L.P., a California limited partnership |  |  |  | By LESSEE:   |  | Redlands Centennial Bank, a California corporation



|               |  |                                                          |  |  |  |                |  |                                                         
|-------------- |  | -------------------------------------------------------- |  |  |  | -------------- |  | --------------------------------------------------------
|               |  |                                                          |  | 
|By:            |  | /s/ John P. McGraw                                       |  |  |  | By:            |  | /s/ Beth Sanders                                        
|Name Printed:  |  | John P. McGraw                                           |  |  |  | Name Printed:  |  | Beth Sanders                                            
|Title:         |  | General Partner                                          |  |  |  | Title:         |  | EVP, CFO                                                
|               |  |                                                          |  | 
|By:            |  |                                                          |  |  |  | By:            |  |                                                         
|Name Printed:  |  |                                                          |  |  |  | Name Printed:  |  |                                                         
|Title:         |  |                                                          |  |  |  | Title:         |  |                                                         
|Address:       |  | 125 Pacifica, L.P. 835 W. State Street Ontario, CA 91762 |  |  |  | Address:       |  | Redlands Centennial Bank 218 E. State Redlands, CA 92373
|               |  |                                                          |  | 
|Telephone:     |  | (909) 986-1559                                           |  |  |  | Telephone:     |  | (909) 798-4861                                          
|Facsimile:     |  | (909) 984-5404                                           |  |  |  | Facsimile:     |  | (909) 798-1872                                          
|Federal ID No. |  | 33-0614001                                               |  |  |  | Federal ID No. |  | 33-0406636                                              



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|                                                       |  |                                            |  |                                                        |  |          |  |                                                    
|------------------------------------------------------ |  | ------------------------------------------ |  | ------------------------------------------------------ |  | -------- |  | ---------------------------------------------------
|LESSORS BROKER:                                       |  |                                            |  | LESSEES BROKER:                                      
|                                                       |  |                                           
|Eileen Wendling - Leasing Agent                        |  |                                            |  | Ray Alexander - Coldwell Banker                       
|Attn:                                                  |  |                                            |  |                                                        |  | Attn:    |  |                                                    
|Address:                                               |  | 835 W. State Street Ontario, CA 91762-4130 |  |                                                        |  | Address: |  | 501 West Redlands Blvd., Suite A Redlands, CA 92373
|                                                       |  |                                           
|(909)
986-1559                    (909) 984-5404       |  |                                            |  | (909)
748-5110                    (909) 792-0803      
|Telephone                                Facsimile No. |  |                                            |  | Telephone                                Facsimile No.



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: American Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213)
687-8777.



©Copyright 1999By American Industrial 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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STANDARD OFFICE LEASE

FLOOR PLAN



LOGO



LESSEE SHALL CONSTRUCT DIVIDING WALL AS DEPICTED
ABOVE, LABELED A, FOR THE PURPOSE OF SEPARATING SUITE 106 INDEPENDENT FROM REMAINDER SUITE.





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ADDENDUM TO STANDARD MULTI-TENANT OFFICE

LEASE GROSS (AIREA OFG-1-9/99)



This addendum is made as of November 30, 2000 by and between 125 Pacifica, L.P., a California limited partnership (Lessor) and Redlands Centennial Bank, a California corporation (Lessee), with
respect to the Standard Multi-Tenant Office Lease-Gross (American Industrial Real Estate Association form OFG 1-9/99) between Lessor and Lessee dated concurrently herewith (AIREA Lease). The AIREA Lease and this Addendum are the
Lease. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the AIREA Lease, such inconsistencies shall take priority as follows: (i) printed or written inserts to this Addendum,
(ii) typed, printed or written inserts to the AIREA Lease, (iii) this Addendum, and (iv) the printed form AIREA Lease. Addendum paragraph references are numbered to correspond to the paragraph references in the AIREA Lease. All capitalized terms not
otherwise defined herein shall have the meaning set forth in the AIREA Lease.



1.2.1 Premises.The term Project means the portion owned by Lessor from time to time. Lessor reserves the right to sell or convey portions of the Project to third parties from time to time;
whereupon Lessees Share shall be adjusted proportionally. Square Feet or Footage means the rentable or usable number of square feet of premises as determined by Lessor and applied on a consistent basis throughout the
Project, measured to the exterior of exterior walls and the middle of common walls and otherwise in accordance with the Building Owners and Managers Association International standards (ANSI/BOMA Z65.1-1996). The rentable and usable square footages
of the Premises in paragraph 1.2(a) are estimates, and the parties agrees that such estimates are final and not subject to adjustment.



1.2(b) Parking.Notwithstanding anything to the contrary in paragraph 1.2(b), there shall be no parking rental charges for the term of the lease,
plus any exercised options thereto.



1.3 Term.The
Term is the period commencing on the Commencement Date and ending 60 Months thereafter. Month means a calendar month, except if the Commencement Date is on the 1stthrough 15thof a
calendar month, the first Month shall be the remainder of such calendar month; otherwise the first Month shall be the Commencement Date through the end of the first full calendar month.



1.5 Base Rent.The monthly base rental initially shall be $3,358.60
for Lease Year One. The second month of Lease Year One shall be abated. The monthly base rental shall be adjusted on each anniversary of the Commencement Date of the Lease by the increase, if any, in the Consumer Price Index of the Bureau of Labor
Statistics of the Department of Labor for All Urban Consumers for Los Angeles-Riverside-Orange County, California, herein referred to as C.P.I.



1.5.1 The monthly Base Rent payable pursuant to paragraph 1.5 shall be calculated as follows: the Base Rent payable for the first month of the term of
this Lease, as set forth in paragraph 1.5 of this Lease, shall be multiplied by a fraction the numerator of which shall be the C.P.I. of the third calendar month before the adjustment is to take effect, and the denominator of which shall be the
C.P.I. for the third calendar month before the Commencement Date. The sum so calculated shall constitute the new monthly Base Rent hereunder, but, in no event, shall such new monthly Base Rent be less than the Base Rent payable for the month
immediately preceding the date for the rent adjustment. The C.P.I. rate increase shall not exceed 4% over the previous years monthly Base Rent.



1.5.2 In the event the compilation and/or publication of the C.P.I. shall be transferred to any other governmental department or bureau or agency or shall
be discontinued, then the index most nearly the same as the C.P.I. shall be used to make such calculation. In the event that Lessor and Lessee cannot agree on such alternative index, then the matter shall be submitted for decision to the American
Arbitration Association in the County in which the Premises are located, in accordance with the then rules of said association and the decision of the arbitrators shall be binding upon the parties, notwithstanding one party failing to appear after
due notice of the proceeding. The cost of said Arbitrators shall be paid equally by Lessor and Lessee.



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1.5.3 Lessee shall continue to pay the rent at the rate previously in effect until the increase, if any,
is determined. Within five (5) days following the date on which the increase is determined, Lessee shall make such payment to Lessor as will bring the increased rental current, commencing with the effective date of such increase through the date of
any rental installments then due. Thereafter the rental shall be paid at the increased rate.



1.7.1 Rent Prepayments.Paragraph 1.7(a) and (b) prepayments shall be applied to such Rents as they become due. If the first Month is longer than a calendar month, the remainder due for such Month shall be paid
on the first day of the calendar month falling within such Month.



2.6(b) Vehicle Parking. Deleted.



3.5
Option to Extend Term.Lessee shall have three (3) options (each an Option) to extend the Term of this Lease. Each Option Term shall be for a period of Thirty-six (36) Months (each an Option Term). The
Options must be exercised by irrevocable notice in writing of such exercise, delivered by Lessee to Lessor, not later than 6 months prior to the end of the Term or the then effective Option Term. The Base Rent for each Option Term shall be the
greater of (i) the Base Rent then in effect, or (ii) the Fair Market Value. During the Option Term, the Base Rent shall increase annually as provided in paragraph 1.5. Upon exercise of an Extension Option, Term shall mean the
initial Term plus all exercised Extension Options.



3.5.1
Fair Market Value.Fair Market Value means the then fair market value being charged for a lease having the same term as the Option Term with annual adjustments as set forth in paragraph 3.5.2 for similar premises in the
vicinity of the Premises for a renewal tenant (Vicinity Rents). In determining Fair Market Value based on Vicinity Rents, (A) the parties shall take into consideration, without limitation: the cost, if any, of parking; and the
comparable age and quality of the premises, traffic, access and area amenities; and (B) the parties shall specifically nottake into consideration and shall not reduce the Fair Market Value because of, any of the following, if applicable:
free rent concessions offered in connection with Vicinity Rents; brokerage commissions saved by Lessor; the absence of any unleased periods of time; moving allowances; tenant improvements being offered in connection with Vicinity Rents other than
painting and carpeting, it being understood that the Premises were new as of execution hereof and in good shape and condition. Lessor and Lessee shall reasonably and in good faith attempt to agree on the Fair Market Value beginning not later than
three months prior to the commencement of the Option Term. If the parties are unable to agree upon the Fair Market Value prior within 30 days thereafter, then within five days thereafter each party, at its cost and by giving notice to the other
party, shall appoint an independent M.A.I. real estate appraiser with at least five years full-time commercial appraisal experience in the County to determine such Fair Market Value. If a party does not appoint an appraiser within such five days
after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Fair Market Value. If there are two appraisers appointed by the parties as stated in this paragraph
3.5.1, they shall meet promptly and attempt to set the Fair Market Value. If the two appraisers are unable to agree within 10 days after the second appraiser has been appointed, they shall attempt to elect a third appraiser meeting the above
qualifications within 10 days after the last day the two appraisers are given to set the Fair Market Value. If the two appraisers are unable to agree on the third appraiser, either of the parties to this Lease, by giving 10 days notice to the
other party, can apply to the then president of the County Real Estate Board, or to the presiding judge of the Superior Court of the County, for the selection of a third appraiser meeting the qualifications stated in this section. Each of the
parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraisers fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within 15
days after the selection of third appraiser, a majority of the appraisers shall set the Fair Market Value after having been instructed to comply with the provisions of (A) and (B) above. If a majority of the appraisers are unable to set the Fair
Market Value, the Fair Market Value shall be the average of the two closest appraisals (unless the appraisals are equidistant, in which case, the middle appraisal shall be the Fair Market Value).



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3.5.2 Option Term Annual Adjustment.Every 12 Months during the Option Term (each, an
Adjustment Date), the Base Rent shall increase as provided herein. The Index means the Consumer Price Index - All Urban Consumers (Los Angeles-Riverside-Orange County, California; Base 1982-84=100), as published
by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the date one month prior to the commencement of the Option Term (Beginning Index). The Index published one month prior to an adjustment
date in question (Extension Index) is to be used in determining the amount of the adjustment. On each Adjustment Date, the Base Rent until the next Adjustment Date shall be increased, but never decreased, to an amount equal to the
product of the initial Option Term Base Rent by a fraction, the numerator of which is the Extension Index and the denominator of which is the Beginning Index. On adjustment of the Base Rent, the parties shall immediately execute an amendment stating
the new Base Rent. If the Index is changed so that the base year differs from that in effect when the Term, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor
Statistics. If the Index is discontinued or revised during the Term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been
discontinued or revised.



4.1.1 Rent.All Rent shall be
paid when due and without notice except as expressly provided to the contrary in this Lease. All Rent constitutes rent or rental under the unlawful detainer statutes (CCP Section 1161 et seq.)



4.2(i) Other Operating Expenses.Operating Expenses shall also
include, without limitation: sweeping and maintenance services; repairs to and replacement of asphalt paving, bumpers, striping; light bulbs, light standards and lighting systems; guard and directional signs, planters, landscaping and sprinkler
systems and services in planting areas; costs of compliance with law, rule, regulations enacted or adopted after the date of this Lease; repair and maintenance of roofs and roof membranes (excluding structural items); Building painting and cleaning;
employment of such personnel as Lessor may deem reasonably necessary, if any, to direct parking and police the Common Area; employment of personnel used in connection with the operation, maintenance and repair of the Common Area including payment or
provision for unemployment insurance, workers compensation insurance and other employee costs; a management fee to Lessor equal to 15% of Operating Expenses excluding Real Estate Taxes; and notwithstanding paragraph 4.2(g), if any expenditure
which otherwise qualifies as an Operating Expense must be capitalized pursuant to GAAP or sound accounting practice, then such expenditure shall nonetheless be an Operating Expense, but shall be amortized in equal monthly installments with interest
thereon at 10% per annum over its reasonably estimated useful life.



5. Security Deposit.Notwithstanding anything to the contrary in paragraph 5, the Security Deposit shall not be increased regardless of annual CPI Base Rental increases.



7.3(b) Utility Installations; Trade Fixtures; Alterations.Notwithstanding anything to the contrary in paragraph
7.3(b), Lessors approval shall not be unreasonably withheld.



7.4(d) Lessors Property.Notwithstanding anything to the contrary in paragraph 7.4, all lighting fixtures, electrical panels, heat and air conditioning units, wiring, duct work, alterations, improvements, remodeling, additions,
or fixtures, other than trade fixtures not permanently affixed to the Premises, which may be made or installed in the Premises and which are attached to the floor, wall or ceiling of the Premises and any floor covering which is cemented or otherwise
affixed to the floor of the Premises, are the property of Lessor.



8.2.1 Lessees Liability Insurance.In paragraph 8.2(a), $1,000,000 shall be changed to $2,000,000.



8.6.1 Waiver of Subrogation.The second sentence of Paragraph 8.6 is deleted. The waiver of subrogation in paragraph 8.6 shall be
limited to the extent of actual insurance proceeds received.



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12.1 Assignment and Subletting.Notwithstanding anything to the contrary in paragraph 12.1,
Lessors approval shall not be unreasonably withheld.



12.4 Sublease or Assignment Profits.Lessor shall be entitled to 100% of the Profits from the assignment or sublease of any or all of the Premises. Profits means the excess of (i) all consideration received by
Lessee from such sublessee or assignee for or relating to the Premises, over (ii) direct, out-of-pocket costs incurred in effecting such sublease or assignment. Lessee shall provide all information reasonably requested by Lessor relating to the
determination of such profits. If assets other than Lessees leasehold interest are being assigned or sold concurrently with an assignment or sublease, then in order to avoid a dispute and litigation regarding the fair allocation of the
consideration paid among such assets, Lessor may elect to increase the Base Rent to Fair Market Value.



13.6 (a) Breach by Lessor.The second sentence of paragraph 13.6(a) shall be changed to the following: For purposes of this Paragraph, a reasonable
time shall in no event be less than 10 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 10 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 10 day period and
thereafter diligently pursued to completion. All other terms stated in paragraph 13.6(a) apply and remain unmodified.



13.7 Lessee Waivers.Paragraph 13.6(b) is deleted. Lessee acknowledges and agrees that in the event of a Lessor default, Lessees sole and
exclusive remedies shall be to seek monetary damages, provided that under no circumstances shall Lessor be liable for loss of business profits or consequential damages. Lessee expressly waives all remedies except those provided above, including
without limitation: specific performance, injunction, any right to terminate the Lease for any reason whatsoever (including without limitation California Civil Code Section 1932(2), Section 1933(4) and Section 1941 or any other current or future
law) statutory, legal or equitable self help remedy (including without limitation California Civil Code Section 1942 or any other current or future law), right of offset, demand or deduction against Rent pursuant to California Code of Civil
Procedure (CCP) Section 431.70 or otherwise. Lessee waives any right of redemption or relief from forfeiture under any present or future law, if Lessee is evicted or Lessor takes possession of the Premises by reason of any default
by Lessee hereunder. No delay or omission in the exercise of any right or remedy accruing to Lessor upon any breach by Lessee under this Lease shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter
occurring.



15. Brokers.Delete paragraph 15.1 and
paragraph 15.2.



23.3 Fax Notice. Notice may also be
given by fax, provided that a copy thereof along with a confirmation slip from the senders machine is also mailed within one (1) business day after sending. Such fax notice is deemed received when sent if sent before 5:00 p.m., Pacific time,
on a business day, and otherwise such fax notice shall be deemed received on the first business day after sending. Lessors fax is (909)984-5404. Lessees fax is (909)798-1872.



31.1 Attorneys Fees.Brokers are excluded from paragraph 31 and are not intended to be parties or third party
beneficiaries to the Lease. If Lessee files for protection under, or voluntarily or involuntarily becomes subject to, any chapter of the United States Bankruptcy Code or similar state insolvency laws, Lessor shall be entitled to any and all
attorneys fees and costs incurred to protect Lessors interest and other rights under the Lease, whether or not such action results in a discharge.



32. Lessors Access; Showing Premises; Repairs.The first sentence of paragraph 32 shall be changed to the following: Lessor and
Lessors agents shall have the right to enter the Premises, in the case of an emergency, and otherwise during Banks normal working hours, provided Lessor has provided Lessee reasonable notice, for the purpose of showing the same to
prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements



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or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits
through the Premises and/or other premises as long as there is no material adverse effect to Lessees use of the Premises. All other terms stated in paragraph 32 shall apply and remain unmodified.



38.1 Quiet Possession.Quiet possession means that
Lessees leasehold rights to the Premises shall not be disturbed by persons claiming a right thereto by or through Lessor.



41(b). Reservations.Deleted.



49. Arbitration.Except as specified below, all disputes and controversies relating to or arising out of the interpretation, construction,
performance, or breach of this Lease (including without limitation actions sounding in tort, fraud or contract) shall be settled by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association
(AAA) as amended from time to time, except as specified to the contrary in this paragraph 49. Notwithstanding this paragraph 49, unlawful detainer actions under California Code of Civil Procedure Section 1161 and pre-judgement
provisional remedies (other than writs of attachment) shall not be subject to arbitration and shall be filed with the California Superior Court for the County, and the parties submit to personal jurisdiction of such Court. Either party requesting
arbitration under this Lease shall make a demand on the other party by registered or certified mail with a copy to the AAA. The arbitration shall take place at a location selected by the AAA in the County as noticed by the AAA, whether or not one of
the parties fails or refuses to participate. The arbitrators shall be empowered to order attachments as a provisional remedy. Judgment upon the arbitrators award shall be binding, and the award and enforcement remedies may be entered in any
court having jurisdiction. The arbitrator(s) shall submit a written decision, including findings of facts. The AAA shall select the arbitrator pursuant to its rules, provided that the arbitrator shall be a licensed California real estate attorney
with not less than five (5) years of experience. Prior to the arbitration, Lessor and Lessee shall each advance one half of the arbitration fees of the AAA. If either party fails to advance the arbitration fees, then the paying party shall advance
the entire fee, but the non-paying partys claim, answer and cross-claims (as the case may be) shall be stricken and the non-paying party shall not be entitled to submit any evidence on its behalf or deny any claims or contentions of the other
party. It is the intention of the parties that any dispute submitted to the procedures prescribed herein be resolved expeditiously. Accordingly, the following procedures shall be followed in lieu of those otherwise prescribed by the AAA: witness
lists and documents to be submitted as evidence shall be exchanged at least ten days prior to the arbitration; no discovery shall be permitted except that Lessor and Lessee shall each be entitled to one deposition to be held in the County. This
arbitration provision shall be construed broadly so as to mandate arbitration of the widest range of claims, excepting only those excluded above. Any dispute regarding whether a matter is subject to arbitration shall be arbitrated. Should the AAA
decline to accept an arbitration pursuant to this Section, such provisions of this paragraph 49 as may be unacceptable to the AAA shall be stricken, with the remainder continuing in full force and effect, and if AAA still declines to accept the
claim, then the arbitration shall be submitted to the JAMS/Endispute, Inc.



51. Improvements.Lessee shall construct Tenant Improvements in the Premises in a first-class, workmanlike manner in compliance with all applicable laws, building codes, zoning, environmental regulations and
restrictions of record and without liens of any kind all at Lessees cost and expense with the exception of Lessors Allowance in paragraph 52. Lessee shall be solely responsible to separate and zone all lighting and heating and air
conditioning ducting as necessary to service suite 106 independently from the remaining adjacent suite. Lessor shall, at Lessors sole cost and expense, replace any damaged or stained ceiling tiles to the Premises, patch and/or repair common
area corridor walls, paint common area restrooms, and re-key common area entrance separately from suite 106.



52. Allowance.Lessor shall pay up to $16,000.00 (Allowance) for all reasonable costs expended by Lessee to construct Tenant
Improvements to the Premises. Lessee is responsible for all Cost in excess of the Allowance. Payment of the Allowance shall be paid by Lessor to Lessee upon execution of this Lease Agreement.



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53. Signage.Lessee shall be allowed, at Lessees sole cost and expense, building signage on
east side facing 6thStreet and north side facing parking lot in accordance with building standard and approval by
City of Redlands.



54. Special Clause Adjacent Suite.Lessor shall not lease the suite to the immediate west and adjacent to suite 106 to any financial institution considered to be in direct competition with Lessee; however, Lessee shall not be the exclusive financial institution within the
Building Premises.



55. Acceptance of Arbitration.Lessor and Lessee expressly agree to the paragraph 49 arbitration provisions. Lessor initials: John P. McGraw; Lessee initials: Beth Sanders



56. Installation of ATM machine.Lessee, at Lessees sole cost and expense, shall have the right to install an ATM machine to the north side
of the Premises during the term of the Lease or any exercised options, subject to approval by Lessor, which shall not be unreasonably withheld. Lessee shall provide a written request, delivered to Lessor not less than 90 days prior to installation
of equipment, specifying exact desired location of equipment including plans and drawings. Lessor shall respond in writing within 14 days from receipt of Lessees request. Lessee shall be responsible for the removal of the ATM upon termination
of the Lease. Lessee shall also be solely responsible to repair and maintain the installed equipment and for repair for any damage to the building caused by said installation or removal.



IN WITNESS WHEREOF, the undersigned have executed this Addendum effective as of the date set forth.



Lessor:

125 Pacifica, L.P., a California limited partnershipBy:

/s/ John P. McGrawPrint Name:

John P. McGrawTitle:

General Partner




Lessee:

Redlands Centennial Bank, a California corporationBy:

/s/ Beth Sanders11-29-00Print Name:

Beth SandersTitle:

EVP/CFO




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Exhibit A

COMMENCEMENT DATE MEMORANDUM



THIS AGREEMENT, made this November 30, 2000, by and between 125 Pacifica, L.P., a California limited partnership (Lessor) and Redlands
Centennial Bank, a California corporation (Lessee).



WITNESSETH:



WHEREAS, Lessor and Lessee have
entered into that certain Standard Multi-Tenant Office Lease-Gross (American Industrial Real Estate Association (1999)) dated as of November 30, 2000 (Lease).



WHEREAS, Lessor and Lessee wish to set forth their agreements as to the commencement and expiration of the term of the
Lease.



NOW, THEREFORE, in consideration of the Premises as
described in the Lease and the covenants set forth therein, Lessor and Lessee agree as follows:



1. The Commencement Date was January 1, 2001.



2. The initial or base term of the Lease shall expire on December 31, 2006.



3. The Building Area is 84,772 square feet.



4. Base Rent initially is $3,358.60 per month.



5. Lessee has inspected and accepted the Premises thereon in their AS-IS condition.



IN WITNESS WHEREOF, the parties hereto have executed this Commencement Date
Memorandum as of the day and year first above written.



|                                                     |  |                    |  |                                                    |  |        |  |                             
|---------------------------------------------------- |  | ------------------ |  | -------------------------------------------------- |  | ------ |  | ----------------------------
|Lessor:                                              |  |                    |  | Lessee:                                           
|                                                     |  |                   
|125 Pacifica, L.P., a California limited partnership |  |                    |  | Redlands Centennial Bank, a California corporation
|                                                     |  |                    |  |                                                   
|By:                                                  |  | /s/ John P. McGraw |  |                                                    |  | By:    |  | /s/ Beth Sanders            
|                                                     |  |                    |  |                                                   
|Title:                                               |  | General Partner    |  |                                                    |  | Title: |  | EVP/CFO             11-28-00



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EXHIBIT C

Rules and Regulations



General Rules



1. Lessee shall not suffer or permit the obstruction of any Common Area, including, but not limited to, driveways, sidewalks, walkways and entrances.



2. Lessee shall not suffer or permit loitering in any part of the Project.



3. Lessee shall not make or permit any noises, vibrations or odors that annoy
or interfere in any way with other tenants or persons having business within the Project.



4. No animals or birds shall be kept within the Project.



5. Lessee shall not bring bicycles, motorcycles or other vehicles into areas not designated as authorized for same.



6. Lessor reserves the right to exclude or expel from the Project any person who Lessor in good faith judges to be intoxicated or under the influence of
liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of the Project.



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



8. Lessee shall be responsible
for the inappropriate use of bathrooms, plumbing or other utilities. No foreign substances, rubbish, trash, newspaper or cleaning substances of any kind are to be inserted therein.



9. Lessee shall not suffer or permit the washing of automobiles, trucks, equipment or other vehicles in any part of the
Project.



10. Lessee shall not suffer or permit the washing
down of painting materials or other matter which will stain the pavement or leave permanent markings within the Project. Any such damage shall be repaired at Lessees sole cost and expense.



11. Lessee shall deposit all trash and debris in receptacles provided within
the Project and all bins shall remain inside enclosed trash areas as provided. If necessary, large quantities of certain types of disposable materials such as packing boxes, pallets or containers, may be stored outside the Building against an
exterior wall next to the overhead door on the day scheduled for special refuse pickup of these materials only. At all other times, disposable trash and debris is to be stored inside the Building unless it can be broken down and placed in a trash
receptacle.



12. Lessee shall not suffer or permit outside work
activity or storage of any kind outside the Building. All paved areas, including parking spaces, driveways and alleys are to be kept clean and clear at all times except for legitimate parking of vehicles as allowed by the Lease or for temporary
loading or unloading as necessary.



13. All keys shall be
obtained from Lessor. Lessee shall return all keys to Lessor at the termination of this Lease. Lessee shall be responsible for the cost of replacing any keys that are lost. Lessee shall not change the locks or install other locks on the doors
without Lessors prior approval and shall provide Lessor with a master key.



Parking Rules



1. Lessee
shall not permit or allow any vehicle that either belongs to, or is controlled by, Lessee or Lessees employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Lessor for such
activities.



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2. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle
parking.



3. Unless otherwise instructed, each person using the
parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.



4. Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally applicable to visitor parking.



5. The maintenance, washing, waxing or cleaning of vehicles in the Common Area is prohibited.



6. Lessee shall be responsible for seeing that all of its employees, agents
and invitees comply with the applicable parking rules, regulations, laws and agreements.



2