Exhibit 10.33



LOGO



AIR COMMERCIAL REAL ESTATE
ASSOCIATION



STANDARD RETAIL/MULTI-TENANT LEASE - NET



1. Basic Provisions (Basic Provisions).



1.1 Parties: This Lease (Lease), dated for
reference purposes only December 15, 2004, is made by and between Adobe Plaza (Lessor) and 1st Centennial Bank (Lessee) (collectively the Parties, or individually a Party).



1.2 Premises: That certain portion of the Shopping
Center (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 27645 Jefferson Avenue, Suite 116, located in the City of Temecula, County of Riverside,
State of California, with zip code 92590, as outlined on Exhibit A attached hereto (Premises) and generally described as (describe briefly the nature of the Premises): Approximately 3850 square feet of commercially zoned space. 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, exterior walls or utility raceways of the building containing the Premises (Building) or to any other buildings in the Shopping Center. The Premises and the Building are situated within the Shopping Center known as Old Adobe
Plaza. The Premises, the Building, the Common Areas and all other buildings and improvements within said Shopping Center, together with the land upon which they are located, are herein collectively referred to as the Shopping
Center. (See also Paragraph 2)



1.3 Term: Five
(5) years and 0 months (Original Term) commencing See attached addendum B (Commencement Date) and ending See attached addendum B (Expiration Date). (See also Paragraph 3)



1.4 Early
Possession: (Early Possession Date). (See also Paragraphs 3.2 and 3.3)



1.5 Base Rent: $6,930.00 per month (Base
Rent), payable on the 1st day of each month commencing See attached addendum B. (See also Paragraph 4)



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



1.6 Percentage Rent Rate: n/a percent (n/a%) of Gross Sales.
Percentage Rent shall be due and payable in accordance with the provisions of the Percentage Rent Addendum, if any, attached hereto and made a part hereof, and Paragraph 4 hereof.



1.7 Lessees Share of Common Area Operating Expenses: Seven and two tenths percent (7.2%)
(Lessees Share).



1.8
Merchants Association Annual Dues: $ n/a per year (Merchants Association Dues). Lessee shall pay Merchants Association Dues and/or become a member of the Merchants Association in accordance with the
provisions of the Merchants Association Addendum, if any, attached hereto.



1.9 Base Rent and Other Monies Paid Upon Execution:



(a) Base Rent: $6,930.00 for the period representing the first months rent



(b) Common Area Operating Expenses: $1,155.00 for the
period first month expenses



(c) Security
Deposit: $8,085.00 (Security Deposit). (See also Paragraph 5)



(d) Merchants Association Dues: $ n/a for the period n/a



(e) Other: $ none for n/a



(f) Total Due Upon Execution of this Lease: $16,170.00



1.10 Agreed Use: Banking and other related financial uses (See also
Paragraph 6)



1.11 Agreed Trade Name: 1st Centennial
Bank or in the case of aquisition or merger, the name of the Successor Bank (See also Paragraph 6)



1.12 Insuring Party. Lessor is the Insuring Party. (See also Paragraph 8)



1.13 Real Estate Brokers: (See also Paragraph 15)



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



þ Robbins & Associates represents Lessor exclusively (Lessors Broker);



þ Lee & Associates represents Lessee exclusively
(Lessees Broker); or



 ̈represents both Lessor and Lessee (Dual Agency).



(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay
to the Brokers the



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brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of n/a or n/a% of the total Base Rent) for the brokerage
services rendered by the Brokers.



1.14 Guarantor. The
obligations of the Lessee under this Lease are to be guaranteed by n/a (Guarantor). (See also Paragraph 37)



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



þ an addendum consisting
of Paragraphs 51 through 68;



þ a site plan marked Exhibit A, depicting the Premises;



þ a site plan marked Exhibit A, depicting the Shopping Center;



þ a current set of Rules
and Regulations for the Shopping Center;



þ a current set of the Sign Criteria for the Shopping Center;



 ̈a work letter;



þ other (specify):
Exhibit 2 Landlords shell improvements



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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.



2.2 Condition.Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs (Start Date),and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within 30 days following the Start Date, warrants that the
existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (HVAC), loading doors, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall
be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of the Premises shall be free of material defects. If a non-compliance with such warranty exists as of the Start Date, or if one
of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessors sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written
notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessors expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30
days as to the remaining systems and other elements of the Premises. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of
Lessee at Lessees sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls).



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



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



(b) If such Capital Expenditure is not the result of the
specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable to the Premises pursuant to
the formula set out in Paragraph 7.1(d); 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) it has been
advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), 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.Lessee shall not use and shall not permit its employees to use any parking spaces in the Shopping Center except for parking by vehicles that are no larger than full-size passenger automobiles or pick-up trucks, herein called
Permitted Size Vehicles.Lessee shall permit its employees to only occupy those parking spaces, if any, as depicted as employee parking spaces on the Shopping Center site plan. Lessor may regulate the loading and unloading of
vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition:



(a) Lessee shall not permit or allow any vehicles that
belong to or are controlled by Lessee or Lessees employees, suppliers, shippers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.



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



(c) If Lessee permits or allows
any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to
Lessee, which cost shall be immediately payable upon demand by Lessor.



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2.7 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 Shopping Center. 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, nor the right to display merchandise or conduct sales in the Common Areas. Any such storage, display or sales shall be permitted only
by the prior written consent of Lessor or Lessors designated agent, as exercised in Lessors sole discretion, which consent may be revoked at any time. In the event that any unauthorized storage or displays 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.



2.8 Common Areas - Rules and Regulations. Lessor or such other
person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (Rules and
Regulations) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the
Shopping Center and their invitees. 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 - Promotional Events; Sidewalk Sales. Lessor reserves the right, from time to time, in Lessors sole discretion, to utilize
portions of the Common Areas for promotional events, which may include but shall not be limited to entertainment. Lessor further reserves the right, in Lessors sole discretion, to permit any one or more tenants of the Shopping Center to
conduct the display and/or sale of merchandise from the sidewalks immediately adjacent to such tenants respective premises.



2.11 Common Areas - Remodeling. At any time during the Term, Lessor may remodel or expand, in any manner, the existing Shopping Center, which work
may include, without limitation, the addition of shops and/or new buildings to the Shopping Center (collectively, Remodeled Center). If Lessor deems it necessary for construction personnel to enter the Premises in order to
construct the Remodeled Center, Lessor shall give Lessee no less than 60 days prior notice and Lessee shall allow such entry. Lessor shall use reasonable efforts to complete any work affecting the Premises in an efficient manner so as not to
interfere unreasonably with Lessees business. Lessee shall not be entitled to any damages for any inconvenience or any disruption to Lessees business caused by such work; provided, however, the Base Rent paid by Lessee for the period of
the inconvenience shall be abated in proportion to the degree that Lessees use of the Premises is impaired. Lessor shall have the right to use portions of the Premises to accommodate any structures required for the Remodeled Center, provided
that if as a result thereof there is a permanent decrease in the floor area of the Premises of 3% or more, there shall be a proportionate downward adjustment of Base Rent and Lessees Share.



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 an Early
Possession Date has been specified in Paragraph 1.4, the Parties intend that Lessee shall have access to the Premises as of the Early Possession Date for purposes of preparing and fixturizing the Premises for the conduct of Lessees business.
If Lessee totally or partially occupies the Premises prior to the Commencement Date for any reason (and for purposes hereof, occupancy shall include, without limitation, Lessees entry onto the Premises for purposes of preparing and
fixturizing the Premises for business), the obligation to pay Base Rent and Percentage Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to Lessees obligations to carry
insurance and to maintain the Premises) shall, however, be in effect during such period, except that Lessees obligation to pay Lessees Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums shall only be in
effect prior to the Commencement Date if Lessee has opened for business in the Premises prior to the Commencement Date. 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 Start Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not,
however, be obligated to pay Rent or perform its other obligations until it receives possession of the Premises. If possession is not delivered within 60 days after the Commencement Date, 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. Except as otherwise provided, if possession is not tendered to Lessee by the Commencement Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run
from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is not
delivered within 4 months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.



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



4. Rent



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



4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent and, if applicable, Percentage
Rent, Lessees Share (as specified in Paragraph 1.7)of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:



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



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



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



(bb) Exterior signs and any tenant directories.



(cc) Any fire detection and/or sprinkler systems.



(dd) Common electrical, plumbing and other utilities servicing any building in the Shopping Center and/or
the Common Areas.



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



(iii) Trash disposal, pest control services, property management (including, but not be limited to, a propertymanagement fee to Lessor equal to 5% of Base Rent and Percentage Rent, security services,
and the costs of any environmental inspections.



(iv) Reserves
set aside for equipment, maintenance, repair and replacement of Common Areas.



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



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



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



(viii) Auditors, accountants
and attorneys fees and costs related to the operation of the Shopping Center.



(ix) The cost of any Capital Expenditure to the Building or the Shopping Center 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.



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



(b) If Lessor determines that the
method of proration of any item included within Common Area Operating Expenses is inequitable, Lessor may prorate such item on the basis of usage or other equitable considerations. Any Common Area Operating Expenses and Real Property Taxes that are
specifically attributable to the Premises, the Building or to any other premises or building in the Shopping Center or to the operation, repair and maintenance thereof shall be allocated entirely to such premises or building. However, any Common
Area Operating Expenses and Real Property Taxes that are not specifically attributable to any premises or building or to the operation, repair and maintenance thereof shall be equitably allocated by Lessor to all buildings in the Shopping Center.



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



(d) Lessees Share of Common Area Operating Expenses shall be payable by Lessee within 10 days after a reasonably detailed statement
of actual expenses is presented to Lessee. At Lessors option, however, an amount may be estimated by Lessor from time to time of Lessees Share of annual Common Area Operating Expenses and the same shall be payable monthly or quarterly,
as Lessor shall designate, during each 12 month period of the Lease term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after the expiration of each calendar year a reasonably detailed statement
showing Lessees Share of the actual Common Area Operating Expenses incurred during the preceding year. If Lessees payments under this Paragraph 4.2(d) during the preceding year exceed Lessees Share as indicated on such statement,
Lessor shall credit the amount of such over-payment against Lessees Share of Common Area Operating Expenses next becoming due. If Lessees payments under this Paragraph 4.2(d) during the preceding year were less than Lessees Share
as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement.



(e) If there are one or more Major Tenants (as hereinafter defined) within the Shopping Center, then at Lessors sole option, the
amount to be reimbursed by such Major Tenants to Lessor for all or a portion of the Common Area Operating Expenses may be determined by alternative equitable methods (e.g., a Major Tenant may pay directly for its own security), and the actual amount
paid by such Major Tenants shall be credited against the Common Area Operating Expenses allocated to other tenants of the Shopping Center; provided, however, that in such event the rentable area of the buildings leased to such Major Tenants shall be
excluded from the rentable area of the Shopping Center for purposes of determining Lessees Share of Common Area Operating Expenses for those specific items, notwithstanding the percentage set forth in Paragraph 1.7. As used herein, the term
Major Tenantshall mean a tenant leasing at least 15,000 square feet of rentable area within the Shopping Center.



4.3 Payment.Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is due. 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 charges which may be due.



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.



(a) Agreed Use; Agreed Trade Name.Lessee shall use and occupy the Premises only for the Agreed Use, and for no other purpose, and
Lessee shall operate at the Premises only under the Agreed Trade Name and under no other trade name. 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 on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises, and/or is not in conflict with or incompatible with the existing or proposed uses (whether or not exclusive)
of other occupants of the Shopping Center. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Trade Name, so long as the same is not in conflict with or incompatible with the nature
and character of the Shopping Center or other existing or proposed uses of other occupants of the Shopping Center. 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 and/or Agreed Trade Name.



(b) Continuous Operation.Lessee shall continuously (i) operate and conduct the Agreed Use under the Agreed Trade Name within the
entire Premises in a reputable manner and in conformity with industry standards of practice prevailing in the field of business among merchants engaged in the same or similar business in the city in which the Premises are located, (ii) staff the
Premises with sufficient sales personnel, stock the Premises with adequate merchandise and exercise sound business practices so as to maximize Gross Sales for the benefit of Lessor. At a minimum, Lessee shall keep the Premises continuously open for
business Monday through Friday from 9:00 a.m. to 6:00 p.m., Saturday from 9:00 a.m. to 6:00 p.m., and Sunday from 10:00 a.m. to 6:00 p.m. If Lessee fails to comply with the requirements of this Paragraph 6.1(b), then in addition to any and all other
rights and remedies of Lessor, Lessee shall pay to Lessor an amount equal to 1/15th of the Base Rent for each day or portion thereof that Lessee fails to so comply. Such sum shall be in addition to, and not a part of, the Base Rent otherwise due
under this Lease.



(c) Violations of
Exclusive Use Rights.Lessee acknowledges that Lessor may grant, or may have previously granted, exclusive use rights to other tenants of the Shopping Center and agrees that a material consideration to Lessor in entering into this Lease is
Lessees covenant to limit its use of the Premises to the Agreed Use under the Agreed Trade Name as set forth above. Lessees violation of exclusive use rights granted to other tenants of the Shopping Center will result in Lessor suffering
irreparable harm and, therefore, in addition to all other rights and remedies available to Lessor, Lessor may seek to enjoin Lessees breach of such covenant and Lessee shall be liable for any damages incurred or sustained by Lessor to such
other tenants whose exclusive use rights are breached by Lessee. In no event shall Lessor be liable to Lessee for any failure of any other tenants of the Shopping Center to operate their businesses, or for any loss or damage that may be occasioned
by or through the acts or omissions of other tenants or third parties.



(d) Other Tenancies.Lessor, at its sole discretion, reserves the absolute right to establish procedures to control other tenancies in the Shopping Center. Regardless of whether any specific tenants are shown
on any site plan attached hereto, Lessee does not rely on that fact, nor does Lessor represent that any specific tenant or number or type of tenants shall or shall not during the Term occupy any portion of the Shopping Center, nor does Lessee rely
on any other tenant operating its business in the Shopping Center at any particular time or times. Further, no conduct by any tenant, subtenant or other occupant of, or any customer of, or any supplier to or use of any portion of the Shopping Center
shall constitute an eviction, constructive or otherwise, of Lessee from the Premises, and Lessee hereby waives any and all claims that it might otherwise have against Lessor by reason thereof.



6.2 Hazardous Substances.



(a) Reportable Uses Require Consent. The term
Hazardous Substance as used in this Lease shall mean any product,



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



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



(d) 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 Shopping Center).
Lessees obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous
Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.



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



(f) Investigations and Remediations.Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the
existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessees use (including Alterations, 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 in the case of an emergency, and otherwise at times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor,
unless a violation of Applicable Requirements, or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such
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.



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



(b) Service Contracts.Lessee shall, at Lessees
sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed
on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii) clarifiers, and (iv) any other equipment, if reasonably required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of
such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the cost thereof.



(c) Failure to Perform.If Lessee fails to perform Lessees obligations under this Paragraph 7.1, Lessor may enter upon the
Premises after 30 days prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessees behalf, and put the Premises in good order, condition and repair,
and Lessee shall promptly reimburse Lessor for the cost thereof.



(d) Replacement.Subject to Lessees indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessees failure to exercise and perform
good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be
prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base



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Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of
which is 144 (i.e. 1/144th of the cost per month). Lessee shall pay interest on the unamortized balance at a rate that is commercially reasonable in the judgment of Lessors accountants. Lessee may, however, prepay its obligation at anytime.



7.2 Lessors Obligations. Subject to the
provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessees Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2,
shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots,
walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor
shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the terms of this Lease.



7.3 Utility Installations; Trade Fixtures; Alterations.



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



(b) 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 or
any existing walls. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval,
require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shall be deemed conditioned upon Lessees: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii)
compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good, and sufficient materials. Lessee
shall promptly upon completion furnish Lessor with as-built plans and specifications.



(c) Indemnification.Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to
or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanics or materialman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.



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



(c) Surrender; Restoration.Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of
the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. Ordinary wear and tear shall not include any damage or
deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date
with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee Owned Alterations and/or Utility Installations, furnishings, and equipment as well as the
removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were
deposited via underground migration from areas outside of the Premises), 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 Payment of Premiums.The cost of the premiums for the insurance policies required to be carried by Lessor,
pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date
or Expiration Date.



8.2 Liability Insurance.



(a) Carried by Lessee.Lessee shall
obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than
$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 Premises. The amount of such insurance shall be equal to the full replacement cost of the Premises, as the same shall
exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessees
personal property shall be insured by Lessee 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 Shopping Center if said increase is caused
by Lessees acts, omissions, use or occupancy of the Premises.



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(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 $1000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal
property, Trade Fixtures and Lessee OwnedAlterations
and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.



(b) 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 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 properly 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 Shopping Center. 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 or Common Areas.



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 Replacement Cost 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.Ifat 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



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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 Damage to Shopping Center.In the event of any damage or destruction to other portions of the Building or to any other buildings in the
Shopping Center, whether insured or uninsured (and whether or not there is also damage or destruction to the Premises), which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction, Lessor may either (i) repair
such damage or destruction as soon as reasonably possible without expense to Lessee, 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 or destruction. Such termination shall be effective 60 days following the date of such notice.



9.7 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 Base Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessees use of the
Premises is impaired, but not to exceed the proceeds received from the Rental Value Insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation,
repair or restoration except as provided herein.



(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 9_ 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.



9.8 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.



9.9 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 Definition. As used herein, the term Real Property Taxesshall include any form of assessment; real estate, general,
special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Shopping
Center, 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 Shopping Center 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 Shopping Center is located. The term Real Property Taxes shall also include any tax, fee, levy, assessment
or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Shopping Center or any portion thereof or a change in the improvements thereon.
In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year
and tax year have in common.



10.2 Payment of Taxes.
Lessor shall pay the Real Property Taxes applicable to the Shopping Center, and except as otherwise provided in Paragraph 10.3, any such amounts shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions
of Paragraph 4.2.



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



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



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



11. Utilities.Lessee shall pay for all water, gas, heat, light, power, telephone,
trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. To the extent any such utilities and/or services are not separately metered, Lessee shall pay Lessees Share thereof in accordance with
Paragraph 4.2. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessors sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee
is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of times per month that the dumpster is emptied, then Lessor may increase Lessees Base Rent by an amount equal to
such increased costs.



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, assignor assignment)or sublet all or any part of Lessees interest in this Lease or in the Premises without Lessors prior written consent.



(b) A change in the control of Lessee shall constitute an
assignment requiring consent. The transfer, on a cumulative basis, of 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shallmean 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 and Percentage Rent Rate to 110% of the Base Rent and Percentage Rent Rate 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.



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 Lessors remedies against
any other person or entity responsible therefore to Lessor, or any security held by Lessor.



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(e) Each request for consent to an assignment or subletting shall be in writing,
accompanied by information relevant to Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required
modification of the Premises, if any, together with a fee of $1,000 or 10% of the current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration
for Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested.



(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.



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



(a) The vacating or abandonment of the Premises. Lessee
shall be deemed to have vacated the Premises if Lessee ceases to continuously operate its business in the Premises for a period of 5 consecutive days.



(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), (viii) a statement of Lessees Gross Sales required under the Percentage Rent Addendum attached hereto, if any,
or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.



(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.



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



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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 and Percentage 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 equal to 10%, 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 an amount equal to the greater of one months Base Rent or the Security Deposit, and to pay an excess of such expense under protest, reserving Lessees right to reimbursement from Lessor. Lessee shall document the cost
of said cure and supply said documentation to Lessor.



14. Condemnation.If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively Condemnation), this Lease shall terminate as to the part taken as of the
date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Premises, or more than 25% of the parking spaces situated within the parking area, is taken by Condemnation, Lessee may, at
Lessees option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises
remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation 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 1.13 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.



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 1.13, 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 Requesting Party)execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then
most current Estoppel Certificateform published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.



(b) If the Responding Party shall fail to execute or
deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party,
(ii) there are no uncured defaults in the Requesting Partys performance, and (iii) if Lessor is the Requesting Party, not more than one months rent has been paid in advance. Prospective purchasers and encumbrances 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. Notwithstanding the above, and subject to the provisions of Paragraph 20 below, the original Lessor under this Lease, and all subsequent holders of the Lessors interest in this Lease shall remain liable and responsible with regard to
the potential duties and liabilities of Lessor pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.



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



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



20. Limitation on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute personal



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



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



22. No Prior or Other Agreements; Broker Disclaimer.This Lease contains all agreements between the Parties with respect to any
matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and 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 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United
States Express Mail or overnight courier that 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 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. Tothe 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 tax 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
and Percentage Rent Rate shall be increased to 150% of the Base Rent and Percentage Rent Rate applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by
Lessee.



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



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



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



30. Subordination; Attornment; Non-Disturbance.



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



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30.2 Attornment.In the event that Lessor transfers title to the Premises, or the Premises are
acquired by another upon the foreclosure or termination of a Security 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. 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. Lessee may at any time place on the Premises any ordinary For Subleasesign.



33. Auctions.Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessors prior written consent, which consent shall
be granted or denied at Lessors sole discretion.



34. Signs.All
signs must comply with all Applicable Requirements. Lessee shall not place, construct, or maintain on the glass panes or supports of the show windows of the Premises, the doors, exterior walls or the roof of the Building, or anywhere else within the
Shopping Center outside of the Premises, or on any interior portions of the Premises that are visible from the exterior of the Premises, any signs, advertisements, names, insignia, trademarks, descriptive material or any other items without
Lessors prior written consent, which consent shall be granted or denied at Lessors sole discretion. Lessor shall designate the size, shape, color, design, and location of all exterior sign(s) to be installed by Lessee, and Lessee shall,
at Lessees sole cost and expense, fabricate, construct and install all such sign(s) in full compliance with Lessors designation and in accordance with the Sign Criteria for the Shopping Center attached hereto, if any. Lessee agrees to
submit plans and specifications for Lessees sign(s) for Lessors written approval within 30 days after the full execution hereof and to install such sign(s) prior to opening for business at the Premises. Lessor, at Lessees cost, may
remove any item placed, constructed or maintained in, upon or about the Premises or Shopping Center which does not comply with this paragraph. In the event there is a pole, pylon or monument sign for the Shopping Center, Lessor shall have the right,
but not the obligation, to install lettering designating Lessees business on such sign, at Lessees expense, with Lessors approval of location, size, style and color. All signs that are permanently attached to the Premises or
Building shall become the property of Lessor at the expiration of earlier termination hereof; provided, however, that Lessee shall promptly remove all such signs if Lessor so elects, and Lessee shall promptly repair all damage caused by such
removal. Lessee shall not place, construct or maintain in, upon or about the Premises any search lights, flashing lights, loudspeakers, phonographs or other visual or audio media.



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. In those express instances where consent is within the sole discretion of a
party, the party shall have no obligation to adhere to a standard of reasonableness. 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 AIR
Commercial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.



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



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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, (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), (ii) Lessor gives to Lessee 3 or
more notices of separate Default during any 12 month period, whether or not the Defaults are cured, or (iii) 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. While Lessor does not
assume any responsibility to provide any security measures or any liability for failure to provide security measures or for any inadequacy thereof, Lessor shall have the authority to institute or continue such security measures as Lessor in its sole
discretion deems necessary or appropriate from time to time, the cost and expenses of which shall be considered Common Area Operating Expenses. To the degree directed by Lessor, Lessee shall coordinate its security measures at the Premises with the
security measures instituted by Lessor, if any.



41. Reservations.
Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install
new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor
to effectuate such rights.



42. Building Planning.Lessor shall have the
right at any time or times, upon giving Lessee not less than 60 days prior written notice, to provide and furnish Lessee with space of comparable visibility located elsewhere within any of the buildings within the Shopping Center and to move Lessee
into such new space, provided that the usable area of such new space is not less than the usable area of the Premises and provided that all of Lessees reasonable out-of-pocket moving expenses (including but not limited to the cost of moving
Lessees personal property, the cost of reprinting Lessees stationery or other business materials with the new address, and the cost to relocate and reinstall tenant improvements and Lessees telecommunications and computer
equipment) shall be paid by Lessor, and provided further that Lessor shall construct at Lessors expense such improvements to such new space as shall be necessary to place it in a condition that is substantially comparable to the Premises.
Except as provided in the immediately preceding sentence, Lessor shall have no obligation to improve such space or pay any other expenses incurred by Lessee as a result of such relocation. On such relocation, the terms and conditions of this Lease
shall remain in full force and effect, including but not limited to the Base Rent payable hereunder and Lessees Share (even if the usable area of such relocated Premises is in excess of the usable area of the Premises), except that the
Premises shall be in such new location. Upon Lessors request, the Parties shall execute an amendment to this Lease in form required by Lessor confirming the relocation of the Premises to such new location. If the new space does not meet with
Lessees approval, which approval Lessee shall give or withhold in accordance with Paragraph 36, Lessee shall have the right to cancel this Lease by giving Lessor written notice thereof within 15 days of receipt of Lessors notification of
its intent to relocate Lessee. Lessees failure to give such notice within such 15 day period shall be deemed Lessees approval of the new space. If timely notice is given by Lessee, then this Lease shall terminate unless Lessor rescinds
Lessors prior notice of its intent to relocate Lessee within 10 days after Lessors receipt of Lessees notice of cancellation.



43. Performance Under Protest.If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment under protest and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If 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.



44. Authority.If either Party
hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on
its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.



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



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



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



48. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint and several responsibility to comply with the terms of this Lease.



49. 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.



50. 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 þ is not attached to this Lease.



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



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



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



2.     RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE
CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH
THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEES INTENDED USE.



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



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



|             |  |                      |  |  |  |              |  |                     
|------------ |  | -------------------- |  |  |  | ------------ |  | --------------------
|             |  |                      |  | 
|Executed at: |  | Temecula, California |  |  |  | Executed at: |  | Temecula, California

|    |  |  |  |  |  |     |  | 
|--- |  |  |  |  |  | --- |  | 
|On: |  |  |  |  |  | On: |  | 



PAGE 13 OF 14



---

|            |  |                  |  |                     |  |     |  |                        
|----------- |  | ---------------- |  | ------------------- |  | --- |  | -----------------------
|By LESSOR:  |  |                  |  | By LESSEE:         
|Adobe Plaza |  |                  |  | 1st Centennial Bank
|            |  |                  |  |                    
|By:         |  | /s/ Stan Robbins |  |                     |  | By: |  | /s/ Suzanne Donoanville

|              |  |              |  |  |  |               |  |                    
|------------- |  | ------------ |  |  |  | ------------- |  | -------------------
|Name Printed: |  | Stan Robbins |  |  |  | Name Printed: |  | Suzanne Donoanville

|       |  |                           |  |  |  |        |  |          
|------ |  | ------------------------- |  |  |  | ------ |  | ---------
|Title: |  | Authorized managing agent |  |  |  | Title: |  | EVP / COO

|    |  |  |  |  |  |     |  | 
|--- |  |  |  |  |  | --- |  | 
|    |  |  |  | 
|By: |  |  |  |  |  | By: |  | 

|              |  |  |  |  |  |               |  | 
|------------- |  |  |  |  |  | ------------- |  | 
|Name Printed: |  |  |  |  |  | Name Printer: |  | 

|       |  |  |  |  |  |        |  | 
|------ |  |  |  |  |  | ------ |  | 
|Title: |  |  |  |  |  | Title: |  | 

|         |  |  |  |  |  |          |  | 
|-------- |  |  |  |  |  | -------- |  | 
|         |  |  |  | 
|Address: |  |  |  |  |  | Address: |  | 

| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 
| |  |  |  | 

|              |  |  |  |  |  |               |  | 
|------------- |  |  |  |  |  | ------------- |  | 
|Telephone: () |  |  |  |  |  | Telephone: () |  | 

|              |  |  |  |  |  |               |  | 
|------------- |  |  |  |  |  | ------------- |  | 
|Facsimile: () |  |  |  |  |  | Facsimile: () |  | 

|               |  |  |  |        |  |                |  | 
|-------------- |  |  |  | ------ |  | -------------- |  | 
|Federal ID No. |  |  |  |        |  | Federal ID No. |  | 
|               |  | 
|BROKER         |  |  |  | BROKER
|               |  |  |  |       
|               |  |  |  |       

|      |  |  |  |  |  |       |  | 
|----- |  |  |  |  |  | ----- |  | 
|Attn: |  |  |  |  |  | Attn: |  | 

|       |  |  |  |  |  |        |  | 
|------ |  |  |  |  |  | ------ |  | 
|Title: |  |  |  |  |  | Title: |  | 

|         |  |  |  |  |  |          |  | 
|-------- |  |  |  |  |  | -------- |  | 
|Address: |  |  |  |  |  | Address: |  | 

|              |  |  |  |  |  |               |  | 
|------------- |  |  |  |  |  | ------------- |  | 
|              |  |  |  | 
|Telephone: () |  |  |  |  |  | Telephone: () |  | 
|Facsimile: () |  |  |  |  |  | Facsimile: () |  | 

|       |  |  |  |  |  |        |  | 
|------ |  |  |  |  |  | ------ |  | 
|Email: |  |  |  |  |  | Email: |  | 

|                |  |  |  |  |  |                 |  | 
|--------------- |  |  |  |  |  | --------------- |  | 
|Federal ID No.: |  |  |  |  |  | Federal ID 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: AIR Commercial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.



©Copyright 2003 By AIR Commercial Real Estate Association.

All rights reserved.

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



PAGE 14 OF 14



---

ADDENDUM B



This addendum to be attached to and become a part of that certain lease agreement affecting real property commonly described
as 27645 Jefferson Avenue, Suite 116, Temecula, California. Said agreement is dated December 15, 2004, and identifies Adobe Plaza as Lessor, and 1stCentennial Bank as Lessee. Further, it is intended to address additions, deletions and modifications to the lease agreement and if in conflict with terms therein, take precedence.



ADDITIONAL TERMS AND CONDITIONS:



| | 51. | RENTAL INCREASE SCHEDULE:
| | --- | -------------------------



|         |  |            |  |                                                   
|-------- |  | ---------- |  | --------------------------------------------------
|Month 13 |  | through 24 |  | $7,068.60 per month, plus common area maintenance.
|Month 25 |  | through 36 |  | $7,209.97 per month, plus common area maintenance.
|Month 37 |  | through 48 |  | $7,354.17 per month, plus common area maintenance.
|Month 49 |  | through 60 |  | $7,501.10 per month, plus common area maintenance.



OPTION PERIOD 1.



|           |  |             |  |                                                   
|---------- |  | ----------- |  | --------------------------------------------------
|Month   61 |  | through 72  |  | $7,651.12 per month, plus common area maintenance.
|Month   73 |  | through 84  |  | $7,804.14 per month, plus common area maintenance.
|Month   85 |  | through 96  |  | $7,960.22 per month, plus common area maintenance.
|Month   97 |  | through 108 |  | $8,119.42 per month, plus common area maintenance.
|Month 109  |  | through 120 |  | $8,281.81 per month, plus common area maintenance.



OPTION PERIOD 2.



|          |  |             |  |                                                   
|--------- |  | ----------- |  | --------------------------------------------------
|Month 121 |  | through 132 |  | $8,447.45 per month, plus common area maintenance.
|Month 133 |  | through 144 |  | $8,616.40 per month, plus common area maintenance.
|Month 145 |  | through 156 |  | $8,788.73 per month, plus common area maintenance.
|Month 157 |  | through 168 |  | $8,964.50 per month, plus common area maintenance.
|Month 169 |  | through 180 |  | $9,143.79 per month, plus common area maintenance.



| | 52. | COMMENCEMENT:
| | --- | -------------



The lease commencement date shall be 90 days after Lessor notifies Lessee in writing that the Landlords Shell Improvements as described
in the attached Exhibit 2 have been completed. If said date falls on a date other than the first of the month, rent for that partial month shall be pro-rated to the first day of the subsequent month and will be considered as an additional lease term
beyond the 5 year initial term.



| | 53. | TENANT IMPROVEMENTS:
| | --- | --------------------



Lessor shall deliver the premises to Lessee as described in the attached Exhibit 2, Landlords Shell Improvements. If any modification to
the specifications in Exhibit 2 are caused by extraneous sources or become financially impractical, said modification shall be subject to the review and approval of both Lessor and Lessee. Specific to the item entitled Sprinkler System
in Landlords Shell Improvements, Lessor shall only be required to install the system if required by a governmental agency.



Interior space planning, working construction drawings, building permits and all other fees, as well as the actual construction responsibilities shall be
at the sole expense of Lessee. Lessee agrees to perform all required work in a workmanlike fashion, comply with all local building codes, and indemnify Lessor against all mechanic liens for labor and materials delivered to the premises.





---

Within 15 days of Lessee opening their doors for business, Lessor shall reimburse tenant a Tenant
Improvement allowance of $77,000.00. Notwithstanding anything to the contrary set forth in this lease, if Landlord fails to pay Tenant (i) the Tenant improvement allowance, or (ii) any final non-appealable arbitration award or court judgment
(the Key Obligations), Tenant may deduct the amount of the Key Obligation which Landlord has not paid, together with interest thereon at the default rate set forth in the Lease, from fifty percent (50%) of the Minimum Rental next coming
due and payable, from time to time, under the Lease. With respect to all such payments, interest thereon shall be computed from the date such amounts should have been paid until the date such amounts are in fact paid in cash or by rent abatement to
Tenant.



| | 54 | SIGNAGE:
| | -- | --------



Tenant shall have the right to place exterior signage upon one (1) of the buildings facades depicting its trademark and logo, and install similar signage on the Adobe Plaza monument sign on Jefferson Avenue.
Providing the Lessees signage complies with the City of Temeculas signage code, Lessor hereby approves of the signage.



| | 55. | EXCLUSIVITY:
| | --- | ------------



Tenant shall have the exclusive right within the center to operate a full service banking branch.



| | 56. | MISCELLANEOUS:
| | --- | --------------



1. Lessee shall have the right to install an ATM within or around the premises with the ultimate location subject to the approval of the Lessor.



2. Lessee shall have the right to designate four (4) parking
spaces in front of its premises for bank patrons parking. Exact location subject to Lessor approval.



3. Tenant and its customers shall not be charged for parking



4. Tenant shall have the right to install access control and other security equipment with respect to the Premises.



5. Tenant shall have the right, at Tenants sole cost and expense, to
install, operate and maintain supplemental air conditioning and heating services to Tenants computer room or other parts of the Premises (the Tenant HVAC System), pursuant to plans and specifications approved by Landlord.



6. Any time the consent of Landlord or Tenant is required by
the Lease, such consent such consent shall not be unreasonably withheld or delayed. Whenever the Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations, or make designation, allocation or other
determination, Landlord and Tenant shall act reasonably and in good faith.



| | 57. | OPTIONS TO EXTEND:
| | --- | ------------------



Lessor hereby grants to Lessee the option to extend the term of this lease for two (2) additional sixty (60) month periods commencing when the prior term
expires upon each and all of the following terms and conditions:



| | a. | In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least 90 days but not more than 180 days
prior to the date that the option period would commence, time being of the essence.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | The provisions of paragraph 39, including those relating to Lessees default set forth in Paragraph 39.4 of this lease, are conditions of this option.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------





---

| | 58. | Referencing provision 2.7 of the lease agreement, Common Areas.
| | --- | -----------------------------------------------------------------



Provision 2.7 is deleted in its entirety and replaced with the following:



Landlord has constructed or will construct at its own expense and will operate and maintain during the term of this
Lease, Common Areas situated generally as shown on Exhibit A attached hereto, for the purpose of providing parking and other common facilities for customers and patrons of Tenant, customers of other tenants and occupants of the Center, invitees and
others claiming through Landlord. Landlord shall use all reasonable efforts to keep the Common Areas in a clean and orderly condition, and shall repair any damage thereto and pay all costs incurred in the maintenance and operation of the Common
Areas during the term of this Lease. Landlord may at any time close any Common Areas to effect construction, repairs, alterations, additions or changes thereto, or within the Center, to prevent the acquisition of public right in such areas, or to
discourage non-customers parking; and may do such other acts in and to the Common Areas as in its judgment may be desirable to improve the convenience thereof. The manner in which areas and facilities shall be maintained and operated and the
expenditures therefore shall be at the sole discretion of the Landlord, but in no event at a lower quality that in other comparable centers in Murrieta or Temecula California. Landlord may appoint a substitute operator to carry out any or all of
Landlords rights and duties with respect to the Common Areas.



The term Common Areas shall mean the motor vehicle parking areas, driveways, entrances and exits, landscaping, sidewalks, pedestrian entrances and exits, malls and all other areas and facilities within the Center, excepting such
areas as from time to time are occupied by buildings, but including common rest rooms, service corridors and utility and maintenance rooms.



Landlord agrees to maintain and paint the exterior of the building and monument sign within 12 to 18 months of the execution of this Lease.



| | 59. | Referencing provision 2.10 of the lease agreement, Common Area  Changes.
| | --- | ---------------------------------------------------------------------------



Provision 2.10 is deleted in its entirety and replaced with the following:



Landlord shall make no changes or additions to the Common Area or
Center which change the nature of the Center to something other than a first class retail/commercial Center or which materially adversely affect (a) Tenants use of the Premises or (b) Tenants ingress to or egress from the Premises or the
parking areas serving the same, or that (c) materially increase Tenants obligations under the lease or (d) materially decrease Tenants rights under the lease. The rules and regulations for the Center shall not be established, changed,
revised or enforced in any unreasonable way by Landlord or enforced by Landlord in a way that unreasonably interferes with Tenants use of the Premises or which materially increases Tenants obligations or decreases Tenants rights
under the Lease.



Common Area Expenses shall not include any
of the items set forth in Exhibit E attached hereto. Tenant (or its independent certified public accountant) shall have the right, but not more often than one (1) time per year with respect to the immediately prior years Common Area
Maintenance expenses, to review and/or audit Landlords determination of Tenants share of any Common Area expenses during regular business hours upon at least ten (10) business days prior notice to Landlord. Such audit shall be limited to
the determination of the Common Area Maintenance expenses and Tenants prorate share thereof and shall be conducted during regular business hours at Landlords offices. Tenant shall deliver a copy of such audit to Landlord promptly
following Tenants receipt thereof. If Landlords determination on any statement is found by Tenant to be overstated by more than five percent (5%), Landlord shall pay the actual, reasonable, out-of-pocket costs and expenses cost incurred
by Tenant with respect to such review and/or audit, not to exceed Five Hundred Dollars ($500.00).





---

| | 60. | Referencing provision 3.4 of the lease agreement, Lessee Compliance.
| | --- | ----------------------------------------------------------------------



Add the following language: Tenants compliance with legal obligations under the lease shall apply only to applicable
laws governing Tenants business, its tenant improvements and its manner of use of the Premises. Tenant shall have no obligation to comply with applicable laws to the extent that the particular violation or compliance in question would be
remedied or performed, as the case may be, by Landlords discharge of its obligations under other specific provisions of the lease.



| | 61. | Referencing provision 4.2 (a) of the lease agreement, Common Area Operating Expenses.
| | --- | ---------------------------------------------------------------------------------------



From the language of this provision which defines Common Area Operating Expenses, the exclusions itemized in the attached
Exhibit E, are specifically excluded as reimbursable expenses.



| | 62. | Referencing provision 6.4 of the lease agreement, Inspection Compliance.
| | --- | --------------------------------------------------------------------------



Delete from the second sentence the phrase at any time and insert the phrase upon 24 hours advance
notice.



Also;



In the second sentence delete the word reasonable and insert the
phrase reasonably agreed upon.



| | 63. | Referencing provision 7.3 (b) of the lease agreement, Consent.
| | --- | ----------------------------------------------------------------



The first sentence which has been deleted shall be replaced with the following language:



Lessee shall not make any non-structural alterations or installations to the Premises in excess of $25,000 without
Lessors prior written consent.



| | 64. | Referencing provision 7.3 of the lease agreement, Utility Installations; Trade Fixtures; Alterations.
| | --- | -------------------------------------------------------------------------------------------------------



The following subparagraph shall be added and identified as 7.3 (d)



Landlord shall indemnify and hold Tenant harmless from
and against any and all claims or liability for bodily injury to or death of any person or damage to any property to the extent of Landlords insurance coverage, arising out of Landlords conduct or from any activity, work, or thing done,
by or on behalf of Landlord in or about the Common Areas, except to the extent of claims and liabilities occasioned by the negligent acts or omissions of Tenant, its agents or employees. Tenants indemnity shall not apply to the extent that the
claims or liabilities are occasioned by the negligent acts or omissions of Landlord, its agents or employees.



| | 65. | Referencing provision 7.4 (a) of the lease agreement, Ownership.
| | --- | ------------------------------------------------------------------



The following subparagraph shall be added and identified as 7.4 (a) (i)



Tenant shall have the right from time to time to remove from the Premises any and all of its trade fixtures, signs and
removable personal property described in this Section, including but not limited to counters, shelving which is not built in, showcases and mirrors. Tenant at its expense immediately shall repair any damage to the Premises from the removal of any
such trade fixtures, signs and other property. If any person other than tenant shall have any interest in any such property, Tenant agrees that any agreement between Tenant and such third person shall contain a requirement for the benefit of
Landlord that, should such third person remove any such property from the Premises such person or Tenant immediately shall repair any damage to the Premises from such removal.





---

| | 66. | Referencing provision 9.5 of the lease agreement, Damage Near End of Term.
| | --- | ----------------------------------------------------------------------------



The following subparagraph shall be added and identified as 9.5 (a)



Landlord will exercise all termination rights under this Article 9 in
good faith and will not terminate the Lease unless it terminates the leases of all tenants similarly affected or merely to gain the benefit of higher market rents if Landlord intends to rebuild. In addition, if, during the last six (6) months of the
term of the Lease or any extension thereof, twenty percent (20%) or more of the Premises is damaged or destroyed, or if any damage or destruction would take more than sixty (60) days to repair, Tenant shall have the right to terminate the Lease as
of the date of such damage or destruction by written notice to Landlord, given within thirty (30) days after such damage or destruction.



| | 67. | Referencing provision 9.7 (b) of the lease agreement, Remedies.
| | --- | -----------------------------------------------------------------



Where 90 days has been deleted, 60 days shall be inserted.



| | 68. | RIGHT OF FIRST REFUSAL: Tenant shall be given the right of first refusal to lease any adjoining space that becomes available during the term of the lease or any extension thereto.
Upon being notified in writing of the availability of additional space, Tenant shall be required to respond with their intentions to lease or not lease the space within 14 days.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 69. | Landlord shall be responsible for providing that access to the Tenants location within the Center will comply with all Americans with Disability Act and handicap access laws
or regulations imposed by the City of Temecula as of the date of opening of Tenants business. Tenant shall be responsible for all such compliance with respect to the interior of the Premises.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|            |  |                                                            
|----------- |  | -----------------------------------------------------------
|ADOBE PLAZA
|            | 
|BY:         |  | /s/ Stan Robbins                                           
|            |  | Stan Robbins, General Partner and Authorized Managing Agent



|                   |  |                       
|------------------ |  | ----------------------
|1stCENTENNIAL BANK
|                   | 
|BY:                |  | /s/ Suzane Donoanville
|Its               |  |                       





---

Exhibit A



LOGO





---

RULES AND REGULATIONS FOR SHOPPING CENTER

WHICH CONSTITUTE A PART OF THE LEASE



(1) Tenant and Tenants employees shall not loiter in the mall area or other common areas of Shopping Center, nor shall they in any way obstruct the sidewalks, entry passages, pedestrian passageways, driveways,
entrances and exits to Shopping Center, and they shall use the same only as passageways to and from their respective work areas.



(2) Any sash doors, sashes, windows, glass doors, lights and skylights that reflect or admit light into the Premises shall not be covered or obstructed by
Tenant. Water closets, urinals and wash basins shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, food or other substances of any kind shall be thrown into them. Tenant shall not mark,
drive nails, screw or drill into, paint or in any way deface the exterior walls, roof foundations, bearing walls or pillars without the prior written consent of Landlord, in its sole discretion. The expense of repairing any breakage, stoppage or
damage resulting from a violation of this rule shall be borne by Tenant.



(3) No awning or shade shall be affixed or installed over or in the show windows or the exterior of the Premises. If Tenant desires window drop curtains in the show windows of the Premises, the same must be of such
uniform shape, color, material and make as may be prescribed by Landlord and must be put up as directed by Landlord, and paid for by Tenant. Furthermore, Tenant shall not stock any storage boxes, inventory, or other items within three (3) feet of
any storefront or display windows of the Premises.



(4) No
boring or cutting for wires, stringing of wires or laying of linoleum or other similar floor coverings shall be allowed, except with the consent of Landlord, in its sole discretion, and then only as Landlord may direct.



(5) Tenant shall not do anything in the Premises, or bring or keep anything
therein, which will in any way increase or land to increase the risk of fire or the rate of fire insurance or which shall conflict with the regulations of the Fire Department or the law or with any insurance policy on the Premises or any part
thereof, or with any rules or regulations established by any administrative body or official having jurisdiction. Tenant shall not use any machinery in the Premises, even though its installations may have been permitted, which may cause any
unreasonable noise or jar, or tremor to the floors or walls, or which by its weight might injure the floors of the Premises.



(6) Landlord may limit weight, size and position of all sales, fixtures and other equipment used in the Premises. If Tenant shall require extra heavy
equipment. Tenant shall notify Landlord of such fact and shall pay the cost of structural bracing to accommodate same. All damage done to the Premises or Shopping Center by putting in, or taking out, or maintaining extra heavy equipment shall be
repaired at the expense of Tenant.



(7) Tenant and
Tenants officers, agents and employees shall not make nor permit any loud, unusual or improper noises or odors, nor interfere in any way with other tenants or those having business with them, nor bring into or keep within the Premises or
Shopping Center any animal or bird (with the exception of an authorized pet store), or any bicycle, automobile or other vehicle (except such vehicles as they are permitted to park in the Shopping Center parking lot) and shall park in the areas
designated from time to time for employee parking generally. Tenant and Tenants officers, agents and employees shall not throw or discard litter of any kind in or about the Shopping Center, except in receptacles placed therein for such
purposes by Landlord.



(8) No loudspeakers, televisions,
phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Premises without the prior written consent of the Landlord, in its sole discretion.



(9) The outside area immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by the Tenant, to
the satisfaction of the Landlord, and Tenant shall not place or permit any obstructions or merchandise in such areas nor shall Tenant use such areas for business purposes.



(10) No machinery of any kind will be allowed in the Premises without the written consent of Landlord. In its sole
discretion. This shall not apply, however, to customary office equipment or trade fixtures.



(11) Tenant shall not sell merchandise from vending machines or allow any coin or token operated vending machine or telephone on the Premises except those exclusively used by employees or consented to by Landlord, in
its sole discretion.



(12) The delivery or shipping of
merchandise, supplies and fixtures to and from the Premises shall be subject to such rules and regulations as in the judgment of Landlord are necessary for the proper operation of the Premises or Shopping Center.



(13) No aerial shall be erected on the roof or exterior walls of the
Premises, or on the grounds, without in each instance, the written consent of Landlord. Any aerial so installed without such written consent shall be subject to removal without notice at any time. Tenant shall be responsible for the cost of any
removal and/or repair of any roof penetrations caused by Tenant or Tenants agents.



(14) All garbage, including wet garbage, refuse or trash shall be placed by Tenant in the receptacles provided by Landlord for that purpose and only during those times prescribed by Landlord.



(15) Tenant shall use at Tenants cost such post extermination
contractor as Landlord may direct and at such intervals as Landlord may require.



(16) Tenant is required to observe all security regulations issued by Landlord and to comply with instructions and/or directions of the duly authorized security personnel for the protection of Shopping Center and all
tenants therein.



(17) Tenant shall not use or permit the use
of any portion of the Premises as sleeping quarters, lodging rooms, or for any unlawful purposes.



(18) Tenant shall not solicit or distribute materials in the common areas without Landlords prior written consent, in its sole discretion.



(19) No action, liquidation, going out of business, fire or
bankruptcy sales may be conducted on the Premises.



(20) Any
requirements of Tenant will be attended to only upon written application to Landlord at its general office as indicated in the Fundamental Lease Provisions.



(21) No waiver of any rule or regulation by Landlord shall be effective unless expressed in writing and signed by Landlord or its authorized agent.



(22) Landlord reserves the right to exclude or expel from
Shopping Center any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of the law, the Lease or the rules and regulations of the Shopping Center.



(23) Landlord reserves the right at any time to change or
rescind any one or more of these rules or regulations or to make such other and further reasonable rules and regulations as in Landlords judgment may from time to time be necessary for the management, safety, care and cleanliness of the
Premises, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants of the Shopping Center. Tenant shall be deemed to have read these rules and regulations and to have agreed to abide by them as a
condition to its occupancy of the Premises.



(24) Tenant shall
abide by any additional rules or regulations which are ordered or requested by any governmental authority.



(25) In the event of any conflict between these rules and regulations from time to time issued by Landlord and the Lease provisions, the Lease provisions
shall govern and control.



(26) Regardless of whether Landlord
is or is not enforcing any of the Rules and Regulations for the Shopping Center (Rules and Regulations) with respect to Tenant. Tenant has no rights to enforcement of any of the Rules and Regulations with respect to any other tenant of
the Shopping Center, nor is Landlord obligated to enforce any of the Rules and Regulations with respect to any other tenant of the Shopping Center. Furthermore, Landlords failure to enforce any of the Rules and Regulations against Tenant at
any time shall not constitute a waiver of Landlords rights to enforce any of the Rules and Regulations against Tenant at a later time.





---

Exhibit E



Common Area Maintenance Expense Exclusions



Common Area Expenses shall not in any event include any of the following:



(i) Any ground lease rental;



(ii) Expenses incurred with respect to the installation of tenant or other occupants improvements made for tenants or other occupants in the Building or
incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space exclusively for tenants or other occupants of the Building;



(iii) Depreciation, amortization (subject to Section 15.02 permitting amortization of capital expenditures) and interest payments, all as determined in
accordance with generally accepted accounting principles, consistently applied;



(iv) Marketing costs including leasing commissions, attorneys fees and other consultant fees in connection with the negotiation and preparation of leases and related agreements;



(v) Expenses in connection with services or other benefits which are not
offered to Tenant or for which Tenant is charged directly by Landlord or an independent contractor or a utility, but which are provided to another tenant or occupant of the Building the cost of which is included as Common Area Expenses;



(vi) Expenses incurred by Landlord due to the violation by Landlord or any
tenant of the terms and conditions of any lease of space in the Building, and penalties or fines incurred as a result of Landlords gross negligence, inability or unwillingness to make payments and/or to file any tax or informational returns
when due;



(vii) Landlords general corporate overhead and
general and administrative expenses, and costs associated with the operation of the business of the Landlord entity, including partnership accounting and legal matters, and any compensation paid to clerks, attendants or other persons in commercial
concessions operated by or through Landlord.





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(viii) Advertising and promotional expenditures in excess of that required for comparable shopping
centers;



(ix) Costs incurred by Landlord for the repair of
damage to the Center, to the extent that Landlord is reimbursed by insurance proceeds, subject to the repair of damage caused by the negligence or intentional acts of Tenant, its employees, agents or contractors;



(x) Expenses incurred in connection with modifying the Center or any
improvements to comply with handicap, life, fire and safety and any other laws and codes in effect on or prior to the Commencement Date; provided that expenses incurred for compliance with laws and codes following the Commencement Date shall be
permissible Common Area Maintenance expenses;



(xi) Costs
incurred in connection with any major change in or upgrade to the Center, such as adding or deleting square footage;



(xii) Any bad debt loss, rent loss or reserves of any kind;



(xiii) Wages and benefits of any employee who does not devote substantially all of his or her employed time to the Center; and in no event any wages or
benefits attributable to personnel above the level of Center manager;



(xiv) All items and services for which Tenant or any other tenant in the Center is obligated to reimburse Landlord;



(xv) Electric power and other utility costs for which any tenant (including Tenant) directly contracts with a public service company;



(xvi) Any finders fees, brokerage commissions or the like; and



(xvii) Legal fees and costs, settlements, judgments or awards paid or
incurred because of disputes between Landlord and any tenant



(xviii) Property Management Fees. Over and above $30,000 annually





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Exhibit 2



LANDLORDS SHELL IMPROVEMENTS



These requirements are based on a 3,850 square retail space located at 27645 Jefferson Avenue, Temecula, California.



CONDITION OF LEASE PREMISES: Landlord to deliver Premises in a clean, open shell condition,
ready for construction.



TENANT IMPROVEMENT ALLOWANCE: Landlord shall pay
tenant twenty dollars ($20.00) per square foot upon tenant opening for business.



DEMISES PREMISES: Provide a suitable interior demising wall, taped and ready to receive finishes.



HVAC SYSTEMS: Provide a cooling system that provides the demised Premises with a minimum of one (1) ton of HVAC per 350 square feet. Landlord to provide penetration through the roof, with Landlord responsible for
distribution within the Premises.



ELECTRICITY: Provide 200 Amp, 120 volt
service to the Premises with individual metering or sub-metering. Landlord to set the sub panel, provide wire from the main switch gear to sub panel and distribute within the Premises.



DOMESTIC WATER: Provide a 1 water main with a shutoff valve that provides 40 psi within the Premises at a mutually agreed upon
location with individual metering or sub-metering. Tenant to distribute within the Premises.



GAS: Provide a 1/2 gas main stub at the utility manifold with individual
metering or sub-metering. Tenant to distribute from the utility manifold and within the Premises.



SEWER LINE: Provide a capped 3 sewer main within the Premises at a mutually agreed upon location with individual metering or sub-metering.



PLUMBING VENTING: Provide a capped 11/2 vent main or equivalent at a mutually agreed upon roof penetration, within the Premises.
Tenant to distribute within the Premises.



TELEPHONES: Provide a 1
conduit from the building telephone room, with pull wire/rope to the Premises at a mutually agreed upon location.



CABLE TELEVISION: Provide a 1 conduit from the building telephone MPOE room, with pull wire/rope to a mutually agreed upon location within the Premises.



DROP CEILING: Provide an Armstrong Prelude 15/16 T-Bar grid with Armstrong Correga
5/8 x 2x 4 drop in ceiling tile.



Continued





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FLOOR SLAB: Landlord shall provide smooth level concrete slab ready for carpet.



HAZARDOUS WASTE: Landlord shall provide space free of all hazardous waste, including but not
limited to, asbestos and lead paint.



RESTROOMS: Two (2) ADA compliant
restrooms.