This
Lease dated January 21, 2015 is by and between “Marsel Plaza LLC.” (hereinafter “Landlord”) and ““LAURENCE
WAINER” and “Blow and Drive INTERLOCK, INC.”” (hereinafter “Tenant”).


 


	1.	LEASE
    OF PREMISES
	 	 
	 	In
    consideration of the Rent (as defined at Section 5.4) and the provisions of this Lease, Landlord leases to Tenant and Tenant
    leases from Landlord the Premises shown by diagonal lines on the floor plan attached hereto as Exhibit “A”, and
    further described at Section 2k. The Premises are located within the Building and Project described in Section 21. Tenant
    shall have the non-exclusive right (unless otherwise provided herein) in common with Landlord, other tenants, subtenants and
    invitees, to use of the Common Areas (as defined at Section 2e).
	 	 
	2.	DEFINITIONS
	 	 
	 	As
    used in this lease, the following terms shall have the following meanings:



 

	 	a.	Base
    Rent: $1,450.00 per
    month (See Section 5.1)
	 	 	 
	 	b.	Base
    Year: 2015
	 	 	 
	 	c.	Broker:
    Meir Kroll
	 	 	 
	 	d.	Commencement
    Date:     FEBRUARY 1, 2015
	 	 	 
	 	e.	Common
    Areas: The building lobbies, common corridors and hallways,
    restrooms, garage and parking areas, stairways, elevators and other generally understood public or common areas. Landlord
    shall have the right to regulate or restrict the use of the Common Areas.
	 	 	 
	 	f.	Expiration
    Date: Twenty-Four (24) months from the Commencement Date.
	 	 	 
	 	g.	Intentionally
    Omitted



 

	 	h.	Landlord’s
    Mailing Address:	 	9454
    Wilshire Blvd., Suite 600

Beverly Hills, CA 90212

Fax: (310)278-0866
	 	 	 	 	 
	 	 	Tenant’s
    Mailing Address:	 	5527
    Hermitage Avenue

Valley Village, CA 91607

Fax: (______) ____________



 

	 	i.	Option:
    Landlord hereby grants to Tenant one (1) option (“Option”) to extend the Term of this Lease for an additional
    period of three (2) years for each option (“Option Term”). ((See number 40 below))
	 	 	 
	 	j.	Parking:
    Tenant shall be permitted, but is not obligated to, park
    up to four (4) parking spaces for a total of $200.00 to be paid on a monthly basis for parking in the subterranean (underground)
    parking during the Lease Term. Tenant shall abide by any and all parking regulations and rules established from time to time
    by Landlord or Landlord’s parking operator. Landlord reserves the right to separately charge Tenant’s guests and
    visitors for parking. Tenant’s parking rights shall be subject to Exhibit “B”. Tenant will not park Tenant’s
    vehicle on the first floor of the shopping center. Tenant’s parking rates of $200.00 for the four (4) parking spaces
    will increase by 10% per a year for each remaining year of the lease.
	 	 	 
	 	k.	Premises:
    That portion of the Building is known as suite 304.
	 	 	 
	 	l.	Project:
    The building of which the Premises are a part (the “Building”)
    and any other buildings or improvements on the real property (the “Property”) located at 1080 South La Cienega
    Boulevard, Los Angeles, California, Suite 304.
	 	 	 
	 	m.	Intentionally
    Omitted.
	 	 	 
	 	n.	Security
    Deposit (Article 7):
    Total
    of: $4,350.00 
	 	 	 
	 	o.	State:
    CA
	 	 	 
	 	P.	Tenant’s
    First Adjustment Date (Section 5.2): The first day of the calendar month in which the first (1st) anniversary
    of the Commencement Date occurs.
	 	 	 
	 	q.	Payment
    of First and Last Month. At the time of execution of this
    Lease, Tenant will pay Landlord for the first and last month rent that equates to $3,750 In additional to this, Tenant will
    provide payment of $4,350.00 for security deposit.
	 	 	 
	 	r.	Tenant’s
    Use Clause (Article 8): Solely for office use for the purposes
    of selling of interlock systems and for no other usage.



 


	 	 



 



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	3.	EXHIBITS
	 	 
	 	The
    exhibits listed below are incorporated by reference in this Lease:



 

	 	“A”	FLOOR
    PLAN
	 	 	 
	 	“B”	PARKING
    AGREEMENT
	 	 	 
	 	“D”	RULES
    AND REGULATIONS
	 	 	 
	 	“F”	LEASE
    GUARANTY



 

	4.	DELIVERY
    OF POSSESSION



 

	 	4.1	Intentionally
    omitted.
	 	 	 
	 	4.2	Tender
    of Possession — Defined. Possession of the Premises shall be deemed tendered to Tenant (“Tender of Possession”)
    upon execution of this Lease.
	 	 	 
	 	4.3	Delays
    Caused by Tenant. If Tender of Possession is delayed as
    a result of delays caused by acts or omissions of Tenant, Tenant’s agents, employees and contractors, the date that
    Tender of Possession would have occurred but for such delays shall be deemed for all purposes to be the date of Tender of
    Possession, and there shall be no abatement of rent thereafter.
	 	 	 
	 	4.4	Intentionally
    omitted.
	 	 	 
	 	4.5	Intentionally
    omitted.



 

	5.	RENT



 

	 	5.1	Payment
    of Base Rent. Tenant agrees to pay the Base Rent for the
    Premises. Monthly Installments of Base Rent shall be payable in advance on the first day of each calendar month of the Term
    without any offset, notice or demand. If the Term begins (or ends) on other than the first (or last) day of a calendar month,
    the Base Rent for the partial month shall be prorated on a per diem basis. Tenant shall pay Landlord the first Monthly Installment
    of Base Rent when Tenant executes the Lease.
	 	 	 
	 	5.2	Adjusted
    Base Rent. The amount of Monthly Installments of Base Rent payable hereunder shall be as follows:



 

	Months	 	Monthly
    Base Rent
	1
    - 12	 	$1,450.00
	13-24	 	$1,450.00



 

	 	5.3	Definition
    of Rent. All costs and expenses which Tenant assumes or
    agrees to pay to Landlord under this Lease shall be deemed additional rent (which, together with the Base Rent is sometimes
    refereed to as the “Rent”). The Rent shall be paid to the Building manager (or other person) and at such place,
    as Landlord may from time to time designate in writing, without any prior demand therefore and without deduction or offset,
    in lawful money of the United States of America.
	 	 	 
	 	5.4	Rent
    Control. If the amount of Rent or any other payment due
    under this Lease violates the terms of any governmental restrictions on such Rent or payment, the Rent or payment due during
    the period of such restrictions shall be the maximum amount allowable under those restrictions. Upon termination of the restrictions,
    Landlord shall, to the extent it is legally permitted, recover from Tenant the difference between the amounts received during
    the period of the restrictions and the amounts Landlord would have received had there been no restrictions.



  


	 	 



 



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	6.	INTEREST
    AND LATE CHARGES
	 	 
	 	If
    Tenant fails to pay when due any Rent or other amounts or charges which Tenant is obligated to pay under the terms of this
    Lease, the unpaid amounts shall bear interest at the maximum rate then allowed by law. Tenant acknowledges that the late payment
    of any Monthly Installment of Base Rent will cause Landlord to lose the use of that money and incur costs and expenses not
    contemplated under this Lease, including without limitation, administrative and collection costs and processing and accounting
    expenses, the exact amount of which is extremely difficult to ascertain. Therefore, in addition to interest, if any such installment
    is not received by Landlord within ten (10) days from the date it is due, Tenant shall pay Landlord a late charge equal to
    five percent (5%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of
    such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. Acceptance
    of any interest or late charge shall not constitute a waiver of Tenant’s default with respect to such nonpayment by Tenant
    nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease.
	 	 
	7.	SECURITY
    DEPOSIT
	 	 
	 	Tenant
    agrees to deposit with Landlord the Security Deposit set forth at Section 2n upon execution of this Lease, as security for
    Tenant’s faithful performance of its obligations under this Lease. Landlord and Tenant agree that the Security Deposit may
    be commingled with funds of Landlord and Landlord shall have no obligation or liability for payment of interest on such deposit.
    Tenant shall not mortgage, assign, transfer or encumber the Security Deposit without the prior written consent of Landlord
    and any attempt by Tenant to do so shall be void, without force or effect and shall not be binding upon Landlord.
	 	 
	 	If
    Tenant fails to pay any Rent or other amount when due and payable under this Lease, or fails to perform any of the terms hereof,
    Landlord may appropriate and apply or use all or any portion of the Security Deposit for Rent payments or any other amount
    then due and unpaid, for payment of any amount for which Landlord has become obligated as a result of Tenant’s default or
    breach, and for any loss or damage sustained by Landlord as a result of Tenant’s default or breach, and Landlord may so apply
    or use this deposit without prejudice to any other remedy Landlord may have by reason of Tenant’s default or breach. If Landlord
    so uses any of the Security Deposit, Tenant shall, within ten (10) days after written demand therefore, restore the Security
    Deposit to the full amount originally deposited; Tenant’s failure to do so shall constitute an act of default hereunder and
    Landlord shall have the right to exercise any remedy provided for at Article 27 hereof. Within thirty (30) days after the
    Term (or any extension thereof) has expired or Tenant has vacated the Premises, whichever shall last occur, and provided Tenant
    is not then in default on any of its obligations hereunder, Landlord shall return the Security Deposit to Tenant, or, if Tenant
    has assigned its interest under this Lease, to the last assignee of Tenant. Notwithstanding anything to the contrary contained
    herein, Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Regulations
    or other laws now or hereinafter in effect. If Landlord sells its interest in the Premises, Landlord may deliver this deposit
    to the purchaser of Landlord’s interest and thereupon be relieved of any further liability or obligation with respect to the
    Security Deposit.
	 	 
	8.	TENANT’S
    USE OF THE PREMISES
	 	 
		Tenant
shall use the Premises solely for the purposes set forth in Tenant’s Use Clause. Tenant shall not use or occupy the Premises
in violation of law or any covenant, condition or restriction affecting the Building or Project or the Certificate of Occupancy
issued for the Building or Project, and shall, upon notice from Landlord, immediately discontinue any use of the Premises which
is declared by any governmental authority having jurisdiction to be a violation of law or the Certificate of Occupancy. Tenant,
at Tenant’s own cost and expense, shall comply with all laws, ordinances, regulations, rules and/or any directions of any
governmental agencies or authorities having jurisdiction which shall impose any duty upon Tenant or Landlord with respect to the
Premises or its use or occupation. A judgment of any court of competent jurisdiction or the admission by Tenant in any action
or proceeding against Tenant that Tenant has violated any such laws, ordinances, regulations, rules and/or directions in the use
of the Premises shall be deemed to be a conclusive determination of that fact as between Landlord and Tenant. Tenant shall not
do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or other insurance
policy covering the Building or Project and/or property located therein, and shall comply with all rules, orders, regulations,
requirements and recommendations of the Insurance Services Office or any other organization performing a similar function. Tenant
shall promptly upon demand reimburse Landlord for any additional premium charged for such policy by reason of Tenant’s failure
to comply with the provisions of this Article. Tenant shall not do or permit anything to be done in or about the Premises which
will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or Project, or injure or annoy
them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or
upon the Premises.
	 	 
	9.	SERVICES
    AND UTILITIES
	 	 
	 	Landlord
    shall provide Tenant with access at the Premises to any utilities reasonably necessary to conduct retail business
in the Premises (“Utilities”). Tenant shall pay for the cost of Utilities servicing the Premises utilized by Tenant
directly to the public utility provided. The cost of any Utilities for the benefit of the Common Areas shall not be charged to
or payable by Tenant and shall be included in Common Area Expenses.




 


	 	 



 








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The
electrical power to the Premises is currently provided by the public utility directly to the Premises. Tenant shall, at its own
expense, arrange for and directly pay to the appropriate utility company the cost of any such electrical use and the cost of any
other service provided to the Premises such as telephone and cable which are not furnished by Landlord.


 


The
heating, ventilation and air conditioning system serving the Premises, services only the Premises and the cost of its operation,
maintenance and its use and consumption, as separately metered or sub-metered to the Premises, shall be paid directly by Tenant.


 


Landlord
reserves the right to alter the provider or manner of providing the Utilities serving the Premises provided that in no event
shall Tenant’s total charges for utilities provided by Landlord exceed the amount that Tenant would be charged by the
local utility company if it were billed directly by such utility as a direct retail customer.


 


(If
Office Lease, Provided that Tenant is not in default hereunder, Landlord agrees to furnish to the Premises, during generally recognized
business days and during hours determined by Landlord in its sole discretion and subject to the Rules and Regulations of the Building
or Project, electricity for normal desktop office equipment and normal copying equipment, and heating, ventilation and air conditioning
(“HVAC’) If Tenant desires HVAC at any other time, Landlord shall use reasonable efforts to furnish such service upon
reasonable notice from Tenant and Tenant shall pay Landlord’s charges therefore on demand. Landlord shall also maintain
and keep lighted the common stairs, common entries and restrooms in the Building. Landlord shall not be in default hereunder or
be liable for any damages directly or indirectly resulting from, nor shall the Rent be abated by reason of (i) the installation,
use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (ii) failure to
furnish or delay in furnishing any such services where such failure or delay is caused by accident or any condition or event beyond
the reasonable control of Landlord, or by the making of necessary repairs or improvements to the Premises, Building or Project,
or (iii) the limitation, curtailment or rationing of or restrictions on, use of water, electricity, gas or any other form of energy
serving the Premises, Building or Project. Landlord shall not be liable under any circumstances for a loss of or injury to property
or business, however occurring, through or in connection with or incidental to failure to furnish any such services. If Tenant
uses heat-generating machines or equipment in the Premises which affect the temperature otherwise maintained by the HVAC system,
Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof including the
cost of installation, operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.


 


Tenant
shall not, without the written consent of Landlord, use any apparatus or device in the Premises, including without limitation,
electronic data processing machines, punch card machines or machines using in excess of 120 volts, which consumes more electricity
than is usually furnished or supplied for the use of premises as general office space, as determined by Landlord. Tenant shall
not connect any apparatus with electric current except through existing electrical outlets in the Premises. Tenant shall not consume
water or electric current in excess of that usually furnished or supplied for the use of premises as general office space (as
determined by Landlord), without first procuring the written consent of Landlord, which Landlord may refuse, and in the event
of consent, Landlord may have installed a water meter or electrical current meter in the Premises to measure the amount of water
or electric current consumed. The cost of any such meter and of its installation, maintenance and repair shall be paid for by
the Tenant and Tenant agrees to pay to Landlord promptly upon demand for all such water and electric current consumed as shown
by said meters, at the rates charged for such services by the local public utility plus any additional expense incurred in keeping
account of the water and electric current so consumed. If a separate meter is not installed, the excess cost for such water and
electric current shall be established by an estimate made by a utility company or electrical engineer hired by Landlord at Tenant’s
expense.


 


Nothing
contained in this Article shall restrict Landlord’s right to require at any time separate metering of utilities furnished
to the Premises. In the event utilities are separately metered, Tenant shall pay promptly upon demand for all utilities consumed
at utility rates charged by the local public utility plus any additional expense incurred by Landlord in keeping account of the
utilities so consumed. Tenant shall be responsible for the maintenance and repair of any such meters at its sole cost.


 


Landlord
shall furnish elevator service, lighting replacement for building standard lights, restroom supplies, window washing and janitor
services in a manner that such services are customarily furnished to comparable office buildings in the area.)


 


	10.	CONDITION
    OF THE PREMISES



 

Landlord
shall deliver the Premises to Tenant in “as-is” condition. Tenant’s taking possession of the Premises
shall be deemed conclusive evidence that, as of the date of taking possession, the Premises are in good order and
satisfactory condition, except for such matters as to which Tenant gave Landlord written notice on or before the Commencement
Date. “No promise of Landlord to alter, remodel, repair or improve the Premises, the Building or the Project and no
representation, express or implied, respecting any matter or thing relating to the Premises, Building, Project or this Lease
(including, without limitation, the condition of the Premises, the Building or the Project) have been made to Tenant by
Landlord or its Broker, other than as may be contained herein or in a separate exhibit or addendum signed by Landlord and
Tenant.


 


	 	 



 






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	11.	CONSTRUCTION,
    REPAIRS AND MAINTENANCE



 

	 	a.	Landlord’s
    Obligations. Landlord shall maintain in good order, condition
    and repair the Building and all other portions of the Premises not the obligation of Tenant or of any other tenant in the
    Building,
	 	 	 
	 	b.	Tenant’s
    Obligations.



 









	 	(1)	Tenant
    shall perform all work required to the Premises.
	 	 	 
	 	(2)	I
    Tenant, at Tenant’s sole expense, shall, except for services furnished by Landlord pursuant to Article 9 hereof, maintain
    the Premises in good order, condition and repair, including the interior surfaces of the ceilings, walls and floors, all doors,
    all interior windows, all plumbing, pipes and fixtures, electrical wiring, switches and fixtures, Building Standard furnishings
    and special items and equipment installed by or at the expense of Tenant.
	 	 	 
	 	(3)	I
    Tenant shall be responsible for repairs and alterations in and to the Premises, Building and Project and the facilities and
    systems thereof, the need for which arises out of (i) Tenant’s use or occupancy of the Premises, (ii) the installation,
    removal, use or operation of Tenant’s Property (as defined in Article 13) in the Premises, (iii) the moving of Tenant’s
    Property into or out of the Building, or (iv) the act, omission, misuse or negligence of Tenant, its agents, contractors,
    employees or invitees.
	 	 	 
	 	(4)	1
    If Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to do such
    acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work and diligently
    prosecute it to completion, then Landlord shall have the right to do such acts and expend such funds at the expense of Tenant
    as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after
    demand with interest at the prime commercial rate then being charged by Bank of America NT & SA plus two percent (2%)
    per annum, from the date of such work, but not to exceed the maximum rate then allowed by law. Landlord shall have no liability
    to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as a result of performing
    any such work.



 

	 	c.	Compliance
    with Law. Landlord and Tenant shall each do all acts required
    to comply with all applicable laws, ordinances, and rules of any public authority relating to their respective maintenance
    obligations as set forth herein. Should any law, statute, ordinance or governmental rule of regulation be promulgated or enacted
    requiring the installation of appropriate fire life safety equipment, Tenant shall bear its Proportionate Share of responsibility
    for said cost, as per paragraph 2q.
	 	 	 
	 	d.	Intentionally
    Omitted
	 	 	 
	 	e.	Load
    and Equipment Limits. Tenant shall not place a load upon
    any floor of the Premises which exceeds the load per square foot which such floor was designed to carry, as determined by
    Landlord or Landlord’s structural engineer. The cost of any such determination made by Landlord’s structural engineer
    shall be paid for by Tenant upon demand. Tenant shall not install business machines or mechanical equipment which cause noise
    or vibration to such a degree as to be objectionable to Landlord or other Building tenants.
	 	 	 
	 	f.	Except
    as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant nor shall Tenant’s obligations
    under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or
    injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by
    this Lease or by an other tenant’s lease or required by law to make in or to any portion of the Project Building or
    the Premises. Landlord shall nevertheless use reasonable efforts to minimize any interference with Tenant’s business
    in the Premises.
	 	 	 
	 	g.	Tenant
    shall give Landlord prompt notice of any damage to or defective condition in any part of appurtenance of the Building’s
    mechanical, electrical, plumbing, HVAC or other systems serving, located in, or passing through the Premises.
	 	 	 
	 	h.	Upon
    the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord clean and in the same condition
    as on the date Tenant took possession, except for normal wear and tear. Any damage to the Premises, including any structural
    damage, resulting from Tenant’s use or from the removal of Tenant’s fixtures, furnishings and equipment pursuant
    to Section 13b shall be repaired by Tenant at Tenant’s expense.



 


	 	 







 



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	12.	ALTERATIONS
    AND ADDITIONS



 

	 	a.	Tenant
    shall not make any additions, alterations or improvements to the Premises without obtaining the prior written consent of Landlord.
    Landlord’s consent may be conditioned on Tenant’s removing any such additions, alterations or improvements upon
    the expiration of the Term and restoring the Premises to the same condition as on the date Tenant took possession. All work
    with respect to any addition, alteration or improvement shall be done in a good and workmanlike manner by properly qualified
    and licensed personnel approved by Landlord, and such work shall be diligently prosecuted to completion. Landlord may, at
    Landlord’s option, require that any such work be performed by Landlord’s contractor, in which case the cost of
    such work shall be paid for before commencement of the work. Tenant shall pay to Landlord upon completion of any such work
    by Landlord’s contractor, an administrative fee of three percent (3) of the cost of the work.
	 	 	 
	 	b.	Tenant
    shall pay the costs of any work done on the Premises pursuant to Section 12a, and shall keep the Premises, Building and Project
    free and clear of liens of any kind. Tenant shall indemnify, defend against and keep Landlord free and harmless from all liability,
    loss, damage, costs, attorneys’ fees and any other expense incurred on account of claims by any person performing work
    or furnishing materials or supplies for Tenant or any person claiming under Tenant.
	 	 	 
	 	 	Tenant
    shall keep Tenant’s leasehold interest, and any additions or improvements which are or become the property of Landlord
    under this Lease, free and clear of all attachment or judgment liens. Before the actual commencement of any work for which
    a claim or lien may be filed, Tenant shall give Landlord notice of the intended commencement date a sufficient time before
    that date to enable Landlord to post notices of non- responsibility or any other notices which Landlord deems necessary for
    the proper protection of Landlord’s interest in the Premises, Building or the Project, and Landlord shall have the right
    to enter the Premises and post such notices at any reasonable time.
	 	 	 
	 	c.	Landlord
    may require, at Landlord’s sole option, that Tenant provide to Landlord, at Tenant’s expense, a lien and completion
    bond in an amount equal to at least one and one-half (1 1/2) times the total estimated cost of any additions, alterations
    or improvements to be made in or to the Premises, to protect Landlord against any liability for mechanic’s and material
    men’s liens and to ensure timely completion of the work. Nothing contained in this Section 12c shall relieve Tenant
    of its obligation under Section 12b to keep the Premises, Building and Project free of ail liens.
	 	 	 
	 	d.	Unless
    their removal is required by Landlord as provided in Section 12a, all additions, alterations and improvements made to the
    Premises shall become the property of Landlord and be surrendered with the Premises upon the expiration of the Term; provided,
    however, Tenant’s equipment, machinery and trade fixtures which can be removed without damage to the Premises shall
    remain the property of Tenant and may be removed, subject to the provisions of Section 13b.
	 	 	 
	 	e.	Tenant
    shall provide Landlord with as-built plans and specifications for any alterations, improvements or additions and Landlord’s
    written approval thereto shall be required prior to the commencement of any work done on the Premises.



 

	13.	LEASEHOLD
    IMPROVEMENTS; TENANT’S PROPERTY



 

	 	a.	All
    fixtures, equipment, improvements and appurtenances attached to or built into the Premises at the commencement of during the
    Lease Term, whether or not by or at the expense of Tenant (“Leasehold Improvements”), shall be and remain a part
    of the Premises, shall be the property of the Landlord and shall not be removed by Tenant, except as expressly provided in
    Section 13b or if such removal is required by Landlord.
	 	 	 
	 	b.	All
    movable partitions, business and trade fixtures, machinery and equipment, communications equipment and office equipment located
    in the Premises and acquired by or for the account of Tenant, without expense to Landlord, which can be removed without structural
    damage to the Building, and all furniture, furnishings and other articles of movable personal property owned by Tenant and
    may be removed by Tenant at any time during the Term; provided that if any of Tenant’s Property is removed, Tenant shall
    promptly repair any damage to the Premises or to the Building resulting from such removal.



 

	14.	RULES
    AND REGULATIONS



 

Tenant
agrees to comply with (and cause its agents, contractors, employees and invitees to comply with) the rules and regulations attached
hereto as Exhibit “D” and with such reasonable modifications thereof and additions thereto as Landlord may from time
to time make. Landlord shall not be responsible for any violation of said rules and regulations by other tenants or occupants
of the Building or Project.


 


	15.	CERTAIN
    RIGHTS RESERVED BY LANDLORD



 

Landlord
reserves the following rights, exercisable without liability to Tenant for (a) damage or injury to property, person or business,
(b) causing an actual or constructive eviction from the Premises, or (c) disturbing Tenant’s use or possession of the Premises:


 


	 	a.	To
    maintain all signs on the exterior and interior of the Building and Project;



 


	 	 





 



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	 	b.	To
    have passkeys to the Premises and all doors within the Premises, excluding Tenant’s vaults and safes;
	 	 	 
	 	c.	At
    any time during the Term, and on reasonable prior notice to Tenant, to inspect the Premises, and to show the Premises to any
    prospective purchaser or mortgagee of the Project, or to any assignee of any mortgage on the Project, or to others having
    an interest in the Project or Landlord, and during the last six months of the Term, to show the Premises to prospective tenants
    thereof; and
	 	 	 
	 	d.	To
    enter the Premises for the purpose of making inspections, repairs, alterations, additions or improvements to the Premises
    or the Building (including, without limitation, checking, calibrating, adjusting or balancing controls and other parts of
    the HVAC system), and to take all steps as may be necessary or desirable for the safety, protection, maintenance or preservation
    of the Premises or the Building or Landlord’s interest therein, or as may be necessary or desirable for the operation
    or improvement of the Building or in order to comply with laws, orders or requirements of governmental or other authority.
    Landlord agrees to use reasonable efforts (except in an emergency) to minimize interference with Tenant’s business in
    the Premises in the course of any such entry.



 

	16.	ASSIGNMENT
    AND SUBLETTING



 

No
assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article
16.


 


	 	a.	Tenant
    shall not, without prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the
    Premises or any part thereof, or permit the use of the Premises by any part other than Tenant. Any of the foregoing acts without
    such consent shall be void and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any
    interest of Tenant herein, be assignable by operation of law without the written consent of Landlord.
	 	 	 
	 	b.	If,
    at any time or from time to time during the Term, Tenant desires to assign this Lease or sublet all or any part of the Premises,
    Tenant shall give notice to Landlord setting forth the terms and provisions of the proposed assignment or sublease, and the
    identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the
    business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord
    shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant’s notice is given,
    either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set for
    in Tenant’s notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option,
    Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions:



 

	 	(1)	Landlord
    shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld;
	 	 	 
	 	(2)	The
    assignment or sublease shall be on the same terms set forth in the notice given to Landlord;
	 	 	 
	 	(3)	No
    assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed
    counterpart of such assignment or sublease has been delivered to Landlord;
	 	 	 
	 	(4)	No
    assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and
	 	 	 
	 	(5)	All
    sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated
    under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord
    under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real
    estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord as
    additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder.



 

	 	c.	No
    subletting or assignment shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability
    of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder, The acceptance of Rent
    by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment
    or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by an assignee
    or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly
    against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent
    to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant,
    without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions
    shall not relieve Tenant of liability under this Lease.
	 	 	 
	 	d.	If
    Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or if
    Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall, upon demand, pay Landlord
    an administrative fee of Five Hundred Dollars and No/100ths Dollars ($500) including any attorneys’ fees reasonably
    incurred by Landlord in connection with such act or request.



 


	 	 



 



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	 	e.	Notwithstanding
    any of the foregoing, the following shall be considered an inexhaustive list of reasonable grounds for the denial of consent
    to any assignment or sublease:



 

	 	(a)	The
    assignment or sublease would violate a use restriction or other enforceable provision contained in any other lease in the
    Building;
	 	 	 
	 	(b)	An
    assignment or sublease to a tax-exempt or other entity which would require Landlord to depreciate or amortize any of its real
    or personal property on a less favorable basis than Landlord is presently using;
	 	 	 
	 	(c)	The
    assignment or sublease will unreasonably increase Project operating costs, services, utilities or other expenses which must
    be shared jointly by other tenants; or
	 	 	 
	 	(d)	The
    assignee or sublessee is not able to reasonably comply with the rules pertaining to the use of the Premises contained in paragraph
    8 of the Lease.



 

	17.	HOLDING
    OVER



 

If
Tenant remains in possession of the Premises or any part thereof after the expiration of the term hereof with the express written
consent of Landlord, which consent Landlord shall have the right to grant or withhold in its sole and absolute discretion, such
occupancy shall be a tenancy from month to month at a Minimum Rent in the amount of fifteen percent (15%) above the previous month’s
Minimum Rent, plus all other rent and charges payable hereunder, and upon all the terms hereof applicable to a month to month
tenancy. If either party desires to terminate such month-to-month tenancy, it shall give the other party not less than thirty
(30) days advance written notice of the date of termination. If Tenant remains in possession of the Premises or any part thereof
after the expiration of the term hereof without the express written consent of Landlord, Landlord may treat such occupancy as
a tenancy at sufferance at a rental in the amount which Landlord determines at its sole discretion, plus all other rent and charges
payable hereunder, and upon all the terms hereof. In any event, no provision of this paragraph shall be deemed to waive Landlord’s
right of reentry or any other right under this Lease or at law or limit Landlord’s remedies for Tenant’s failure to
return possession of the Premises upon the expiration of this Lease.


 


	18.	SURRENDER
    OF PREMISES



 

	 	a.	Tenant
    shall peaceably surrender the Premises to Landlord on the Expiration Date, in broom-clean condition and in as good condition
    as when Tenant took possession, except for (i) reasonable wear and tear, (ii) loss by fire or other casualty that is not the
    obligation of Tenant to repair, and (iii) loss by condemnation. Tenant shall, on Landlord’s request, remove Tenant’s
    Property on or before the Expiration Date and promptly repair all damage to the Premises or Building caused by such removal.
	 	 	 
	 	b.	If
    Tenant abandons or surrenders the Premises, or is dispossessed by process of law or otherwise, any of Tenant’s Property
    left on the Premises shall be deemed to be abandoned, and, at Landlord’s option, title shall pass to Landlord under
    this Lease as by a bill of sale. If Landlord elects to remove all or any part of such Tenant’s Property, the cost of
    removal, including repairing any damage to the Premises or Building caused by such removal, shall be paid by Tenant. On the
    Expiration Date, Tenant shall surrender all keys to the Premises.



 

	19.	DESTRUCTION
    OR DAMAGE



 

	 	a.	If
    the Premises or the portion of the Building necessary for Tenant’s occupancy is damaged by fire, earthquake, act of
    God, the elements or other casualty, Landlord shall, subject to the provisions of this Article, promptly repair the damage,
    if such repairs can, in Landlord’s opinion, be completed within one hundred eighty (180) days. If Landlord determines
    that repairs can be completed within one hundred eighty (180) days without the payment of overtime, this Lease shall remain
    in full force and effect, except that if such damage is not the result of the negligence or willful misconduct of Tenant or
    Tenant’s agents, employees, contractors, licensees or invitees, the Base Rent shall be abated to the extent Tenant’s
    use of the Premises is impaired, commencing with the date of damage and continuing until completion of the repairs required
    of Landlord under Section 19d.
	 	 	 
	 	b.	If,
    in Landlord’s opinion, such repairs to the Premises or portion of the Building necessary for Tenant’s occupancy
    cannot be completed within one hundred eighty (180) days, Landlord may elect, upon notice to Tenant given within thirty (30)
    days after the date of such fire or other casualty, to repair such damage, in which event this Lease shall continue in full
    force and effect, but the Base Rent shall be partially abated as provided in Section 19a. If Landlord does not so elect to
    make such repairs, this Lease shall terminate as of the date of such fire or other casualty.
	 	 	 
	 	c.	If
    any other portion of the Building or Project is totally destroyed or damaged to the extent that, in Landlord’s opinion,
    repair thereof cannot be completed within one hundred eighty (180) days, Landlord may elect upon notice to Tenant given within
    thirty (30) days after the date of such fire or other casualty, to repair such damage, ill which event this Lease shall continue
    in full force and effect, but the Base Rent shall be partially abated as provided in Section 19a. If Landlord does not elect
    to make such repairs, this Lease shall terminate as of the date of such fire or other casualty.



 



	 	 



 



    	8



    	 



    


 


	 	d.	If
    the Premises are to be repaired under this Article, Landlord shall repair at its cost any injury or damage to the Building
    and Initial Tenant Improvements in the Premises. Tenant shall be responsible at its sole cost and expense for the repair,
    restoration and replacement of any other Leasehold Improvements and Tenant’s Property. Landlord shall not be liable
    for any loss of business, inconvenience or annoyance arising from any repair or restoration of any portion of the Premises.
    Building or Project as a result of any damage from fire or other casualty.
	 	 	 
	 	e.	This
    Lease shall be considered an express agreement governing any case of damage to or destruction of the Premises, Building or
    Project by fire or other casualty, and any present or future law which purports to govern the rights of Landlord and Tenant
    in such circumstances, in the absence of express agreement, shall have no application.



 

	20.	EMINENT
    DOMAIN



 

	 	a.	If
    the whole of the Building or Premises is lawfully taken by condemnation or in any other manner for any public or quasi-public
    purpose, this lease shall terminate as of the date of such taking, and Rent shall be prorated to such date. If less than the
    whole of the Building or Premises is so taken, this lease shall be unaffected by such taking, provided that (i) Tenant shall
    have the right to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such taking if
    twenty percent (20%) or more of the Premises is taken and the remaining area of the Premises is not reasonably sufficient
    for Tenant to continue operation of its business, and (ii) Landlord shall have the right to terminate this Lease by notice
    to Tenant given within ninety (90) days after the date of such taking. If either Landlord or Tenant so elects to terminate
    this Lease, the Lease shall terminate on the thirtieth (30th) day after either such notice. The Rent shall be prorated to
    the date of termination. If this Lease continues in force upon such partial taking, the Base Rent and Tenant’s Proportionate
    Share shall be equitably adjusted according to the remaining Rentable Area of the Premises and Project.
	 	 	 
	 	b.	In
    the event of any taking, partial or whole, all of the proceeds of any award, judgment or settlement payable by the condemning
    authority shall be the exclusive property of Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest
    in any award, judgment or settlement from the condemning authority, Tenant, however, shall have the right, to the extent that
    Landlord’s award is not reduced or prejudiced, to claim from the condemning authority (but not from Landlord) such compensation
    as may be recoverable by Tenant in its own right for relocation expenses and damage to Tenant’s personal property.
	 	 	 
	 	c.	In
    the event of a partial taking of the Premises which does not result in a termination of this Lease, Landlord shall restore
    the remaining portion of the Premises as nearly as practicable to its condition prior to the condemnation or taking, but only
    to the extent of initial tenant improvements. Tenant shall be responsible at its sole cost and expense for the repair, restoration
    and replacement of any other Leasehold Improvements and Tenant’s Property.



 

	21.	INDEMNIFICATION



 

	 	a.	Tenant
    shall indemnify and hold Landlord harmless against and from liability and claims of any kind for loss or damage to property
    of Tenant or any other person, or for any injury to or death of any person, arising out of: (1) Tenant’s use and occupancy
    of the Premises, or any work, activity or other things allowed or suffered by Tenant to be done in, on or about the Premises;
    (2) any breach or default by Tenant of any Tenant’s obligations under this Lease; or (3) any negligent or otherwise
    tortious act or omission of Tenant, its agents, employees, invitees or contractors. Tenant shall, at Tenant’s expense,
    and by counsel satisfactory to Landlord, defend Landlord in any action or proceeding arising from any such claim and shall
    indemnify Landlord against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action
    or proceeding. As a material part of the consideration for Landlord’s execution of this Lease, Tenant hereby assumes
    all risk of damage or injury to any person or property in, on or about the Premises from any cause.
	 	 	 
	 	b.	Landlord
    shall not be liable for injury or damage which may be sustained by the person or property of Tenant, its employees, invitees
    or customers, or any other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water
    or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other
    defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury
    results from conditions arising upon the Premises or upon other portions of the Building or Project or from other sources.
    Landlord shall not be liable for any damages arising from any act or omission of any other tenant of the Building or Project.



 




	 	 



 



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	22.	TENANT’S
    INSURANCE



 

	 	a.	All
    insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies acceptable to Landlord
    and Landlord’s lender and qualified to do business in the State. Each policy shall name Landlord, and, at Landlord’s
    request, any mortgagee of Landlord, as an additional insured, as their respective interest may appear. Each policy shall contain
    (i) a cross-liability endorsement, (ii) a provision that such policy and the coverage evidenced thereby shall be primary and
    non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess
    insurance, and (iii) a waiver by the Insurer of any right of subrogation against Landlord, its agent, employees and representatives,
    which arises or might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its
    agents, employees or representatives. A copy of each paid-up policy (authenticated by the insurer) or certificate of the insurer
    evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord before the
    date Tenant is first given the right of possession of the Premises, and thereafter within thirty (30) days after any demand
    by Landlord therefor. Landlord may, at any time and from time to time, inspect and/or copy any insurance policies required
    to be maintained by Tenant hereunder. No such policy shall be cancelable except after twenty (20) days written notice to Landlord
    and Landlord’s lender. Tenant shall furnish Landlord with renewals or “binders” of any such policy at least
    ten (10) days prior to the expiration thereof. Tenant agrees that if Tenant does not take out and maintain such insurance,
    Landlord may (but shall not be required to) procure said insurance on Tenant’s behalf and charge the Tenant the premiums
    together with a twenty-five percent (25%) handling charge, payable upon demand. Tenant shall have the right to provide such
    insurance coverage pursuant to blanket policies obtained by the Tenant, provided such blanket policies expressly afford coverage
    to the Premises, Landlord, Landlord’s mortgagee and Tenant as required by this Lease.
	 	 	 
	 	b.	Beginning
    on the date Tenant is given access to the Premises for any purpose and continuing until expiration of the Term, Tenant shall
    procure, pay for and maintain in effect policies of casualty insurance covering (i) all Leasehold Improvements (including
    any alterations, additions or improvements as may be made by Tenant pursuant to the provisions of Article 12 hereof), and
    (ii) trade fixtures, merchandise and other personal property from time to time in, on or about the Premises, in an amount
    not less than one hundred percent (100%) of their actual replacement cost from time to time, providing protection against
    any peril included with the classification “Fire and Extended Coverage” together with insurance against sprinkler
    damage, vandalism and malicious mischief. The proceeds of such insurance shall be used for the repair or replacement of the
    property so insured. Upon termination of this Lease following a casualty as set forth herein, the proceeds under (i) shall
    be paid to Landlord, and the proceeds under (ii) above shall be paid to Tenant.
	 	 	 
	 	c.	Beginning
    on the date Tenant is given access to the Premises for any purpose and continuing until expiration of the Term, Tenant shall
    procure, pay for and maintain in effect Workers’ Compensation Insurance as required by law and Comprehensive Public
    Liability and Property Damage Insurance with respect to the construction of improvements on the Premises, the use, operation
    or condition of the Premises and the operations of Tenant in, on or about the Premises, providing personal injury and broad
    form property damage coverage for not less then One Million Dollars ($1,000,000.00) combined single limit for bodily injury,
    death and property damage liability.



 

	23.	WAIVER
    OF SUBROGATION



 

Landlord
and Tenant each hereby waive all rights or recovery against the other and against the officers, employees, agents and representatives
of the other, on account of loss by or damage to the waiving party or its property or the property of others under its control,
to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which either may
have in force at the time of the loss or damage (or that would have been covered but for the failure of a party to maintain insurance
coverage required hereunder). Tenant shall, upon obtaining the policies of insurance required under this Lease, give notice to
its insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease.


 


	24.	SUBORDINATION
    AND ATTORNMENT



 

Upon
written request of Landlord, or any first mortgagee or first deed of trust beneficiary of Landlord, or ground lessor of Landlord,
Tenant shall, in writing, subordinate its rights under this Lease to the lien of any first mortgage or first deed of trust, or
to the interest of any lease in which Landlord is lessee, and to all advances made or hereafter to be made thereunder. However,
before signing any subordination agreement, Tenant shall have the right to obtain from any lender or lessor of Landlord requesting
such subordination, an agreement in writing on such lender’s or lessor’s form providing that, as long as Tenant is
not in default hereunder, the Lease shall remain in effect for the full Term. The holder of any security interest may, upon written
notice to Tenant, elect to have this Lease prior to its security interest regardless of the time of the granting or recording
of such security interest.


 


In
the event of any foreclosure sale, transfer in lieu of foreclosure or termination of the Lease in which Landlord is lessee, Tenant
shall attorn to the purchaser, transferee or lessor, as the case may be, and recognize that party as Landlord under this Lease,
provided such party acquires and accepts the Premises subject to this Lease.


 


	25.	TENANT
    ESTOPPEL CERTIFICATES



 

Within
ten (10) days after written request from Landlord, Tenant shall execute and deliver to Landlord or Landlord’s designee a
written statement certifying (a) that this Lease is unmodified and in full force and effect, or is in full force and effect as
modified and stating the modifications; (b) the amount of Base Rent and the date to which Base Rent and additional rent have been
paid in advance; (c) the amount of any security deposited with Landlord; and (d) that Landlord is not in default hereunder or,
if Landlord is claimed to be in default, stating the nature of any claimed default Any such statement may be relied upon by a
purchaser, assignee or lender. Tenant’s failure to execute and deliver such statement within the time required shall, at
Landlord’s election, be a default under this Lease and shall also be conclusive upon Tenant that: (1) this Lease is in full
force and effect and has not been modified except as represented by Landlord; (2) there are no uncured defaults in Landlord’s
performance and that Tenant has no right of offset, counter-claim or deduction against Rent; and (3) not more than one month’s
Rent has been paid in advance.


 




	 	 



 




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	26.	TRANSFER
    OF LANDLORD’S INTEREST



 

In
the event of any sale or transfer by Landlord of the Premises, Building or Project, and assignment of this Lease by Landlord,
Landlord shall be and is hereby entirely freed and relieved of any and all liability and obligations contained in or derived from
this lease arising out of any act, occurrence or omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall expressly assume all of the covenants and obligations
of Landlord under this Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord may transfer the security
deposit or prepaid Rent to Landlord’s successor and, upon such transfer, Landlord shall be relieved of any and all further
liability with respect thereto.


 


	27.	DEFAULT



 

	 	27.1	Tenant’s
Default. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant: 



 

	 	a.	If
    Tenant abandons or vacates the Premises; or
	 	 	 
	 	b.	If
    Tenant fails to pay any Rent or any other charges required to be paid by Tenant under this Lease and such failure continues
    for five (5) days after such payment is due and payable; or
	 	 	 
	 	c.	If
    Tenant fails to promptly and fully perform any other covenant, condition or agreement contained in this Lease and such failure
    continues for twenty (20) days after written notice thereof from Landlord to Tenant; or
	 	 	 
	 	d.	If
    a writ of attachment or execution is levied on this Lease or on any of Tenant’s Property; or
	 	 	 
	 	e.	If
    Tenant makes a general assignment for the benefit of creditors, or provides for an arrangement, composition, extension or
    adjustment with its creditors; or
	 	 	 
	 	f.	If
    Tenant files a voluntary petition for relief or if a petition against Tenant in a proceeding under the federal bankruptcy
    laws or other insolvency laws is filed and not withdrawn or dismissed within forty- five (45) days thereafter, or if under
    the provisions of any law providing for reorganization or winding up of corporations, any court of competent jurisdiction
    assumes jurisdiction, custody or control of Tenant or any substantial part of its property and such jurisdiction, custody
    or control remains in force unrelinquished, unstayed or unterminated for a period of forty-five (45) days; or
	 	 	 
	 	g.	If,
    in any proceeding or action in which Tenant is a party, a trustee, receiver, agent or custodian is appointed to take charge
    of the Premises or Tenant’s Property (or has the authority to do so) for the purpose of enforcing a lien against the
    Premises or Tenant’s Property; or
	 	 	 
	 	h.	If
                                         Tenant is a partnership or consists of more than one (1) person or entity and any partner
                                         of the partnership or other person or entity is involved in any of the acts or events
                                         described in subparagraphs d through g above.

        

	 	 	 
	 	i.	If
        Tenant fails to take down or remove any signs that have been placed on the Property (located at 1080 S. La Cienega Blvd.,
        Los Angeles, CA 90035) or in the exterior of the unit after Tenant receives written notice from Landlord. Tenant must
        within three (3) days of receiving notice, take down and remove any signs that have been placed on the property or in
        the exterior of the unit.



 

	 	27.2	Remedies.
    In the event of Tenant’s default hereunder, then in
    addition to any other rights or remedies, Landlord may have under any law, Landlord shall have the right, at Landlord’s
    option, without further notice or demand of any kind to do the following:


 


	 	a.	Terminate
    this Lease and Tenant’s right to possession of the Premises and reenter the Premises and take possession thereof, and
    Tenant shall have no further claim to the Premises or under this Lease; or
	 	 	 
	 	b.	Continue
    this Lease in effect, reenter and occupy the Premises for the account of Tenant, and collect any unpaid Rent or other charges
    which have or thereafter become due and payable; or



 


	 	 




 



    	11



    	 



    


 


	 	c.	Reenter
    the Premises under the provisions of subparagraph b, and thereafter elect to terminate this Lease and Tenant’s right
    to possession of the Premises.



 

If
Landlord reenters the Premises under the provisions of subparagraphs b or c above, Landlord shall not be deemed to have terminated
this Lease or the obligation of Tenant to pay any Rent or other charges thereafter accruing, unless Landlord notifies Tenant in
writing of Landlord’s election to terminate this Lease. Without limiting the provisions hereof, the parties agree that Landlord
has the remedy described in California Civil Code Section 1951.4 (Landlord my continue the lease in effect after Tenant’s
breach and abondonment and recover rent as it becomes due, if Tenant has the right tot sublet or assign, subject only to reasonable
limitations). In the event of any reentry or retaking of possession by Landlord, Landlord shall have the right, but not the obligation,
to remove all or any part of Tenant’s Property in the Premises and to place such property in storage at a public warehouse
at the expense and risk of Tenant. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord
from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from
Tenant to Landlord; second, to the payment of any costs of such reletting; third, to the payment of the cost of any alterations
or repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by
Landlord and applied in payment of future Rent as it becomes due. If that portion of rent received from the reletting which is
applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as determined,
any costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises,
which are not covered by the rent received from the reletting.


 


Should
Landlord elect to terminate this Lease under the provisions of subparagraph a or c above, Landlord may recover as damages from
Tenant the following:


 


	 	1.	Past
    Rent. The worth at the time of the award of any unpaid Rent
    which had been earned at the time of termination; plus
	 	 	 
	 	2.	Rent
    Prior to Award. The worth at the time of the 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 Tenant proves could have been reasonably avoided; plus
	 	 	 
	 	3.	Rent
    After Award. The worth at the time of the award of the amount
    by which the unpaid Rent for the balance of the Term, after the time of award exceeds the amount of the rental loss that Tenant
    proves could be reasonably avoided; plus
	 	 	 
	 	4.	Proximately
    Caused Damages. Any other amount necessary to compensate
    Landlord for all detriment proximately caused by Tenant’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, any costs or expenses
    (including attorneys’ fees), incurred by Landlord in (a) retaking possession of the Premises, (b) maintaining the Premises
    after Tenant’s default, (c) preparing the Premises for reletting to a new tenant, including any repairs or alterations,
    and (d) reletting the Premises, including brokers’ commissions.



 

“The
worth at the time of the award” as used in subparagraphs 1 and 2 above, is to be computed by allowing interest at the rate
of ten percent (10%) per annum. “The worth at the time of the award” as used in subparagraph 3 above is to be computed
by discounting the amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the time of the
award plus one percent (1%).


 


The
waiver by Landlord of any breach of any term, covenant or condition of this Lease shall not be deemed a waiver of such term, covenant
or condition or of any subsequent breach of the same or any other term, covenant or condition. Acceptance of Rent by Landlord
subsequent to any breach hereof shall not be deemed a waiver of any preceding breach other than the failure to pay the particular
Rent so accepted, regardless of Landlord’s knowledge of any breach at the time of such acceptance of Rent. Landlord shall
not be deemed to have waived any term, covenant or condition unless Landlord gives Tenant written notice of such waiver.


 


	 	27.3	Landlord’s
    Default. If Landlord fails to perform any covenant, condition
    or agreement contained in this Lease within thirty (30) days after receipt of written notice from Tenant specifying such default,
    or if such default cannot reasonably be cured within thirty (30) days, if Landlord fails to commence to cure within that thirty
    (30) day period, then Landlord shall be liable to Tenant for any damages sustained by Tenant as a result of Landlord’s
    breach; provided, however, it is expressly understood and agreed that if Tenant obtains a money judgment against Landlord
    resulting from any default or other claim arising under this Lease, that judgment shall be satisfied only out of the rents,
    issues, profits, and other income actually received on account of Landlord’s right, title and interest in the Premises,
    Building or Project, and no other real, personal or mixed property of Landlord (or of any of the partners which comprise Landlord,
    if any) wherever situated, shall be subject to levy to satisfy such judgment. If, after notice to Landlord of default, Landlord
    (or any first mortgagee or first deed of a trust beneficiary of Landlord) fails to cure the default as provided herein, then
    Tenant shall have the right to cure that default at Landlord’s expense. Tenant shall not have the right to terminate
    this Lease or to withhold, reduce or offset any amount against any payments of Rent or any other charges due and payable under
    this Lease except as otherwise specifically provided herein.



 



	 	 



 



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	28.	INTENTIONALLY
    OMITTED.



 

	29.	NOTICES



 

All
notices, approvals and demands permitted or required to be given under this Lease must be in writing, and must be personally delivered
(including by means of professional messenger service) or sent by (i) overnight courier, (ii) registered or certified mail, postage
prepaid, return receipt requested, or (iii) if by facsimile, with electronic confirmation of good receipt by sending facsimile
machine, as follows: (a) if to Landlord, to Landlord’s Mailing Address or facsimile number as set forth in Section 2h and
to the Building manager, and (b) if to Tenant, to Tenant’s Mailing Address or facsimile number as set forth in Section 2h;
provided, however, notices to Tenant shall be deemed duly served or given if delivered or mailed to Tenant at the Premises. Landlord
and Tenant may from time to time by notice to the other designate another place for receipt of future notices. All notices sent
by mail will be deemed received three (3) days after the date of mailing and all notices sent by other means permitted herein
shall be deemed received on the date delivered.


 


	30.	GOVERNMENT
    ENERGY OR UTILITY CONTROLS



 

In
the event of imposition of federal, state or local government controls, rules, regulations, or restrictions on the use or consumption
of energy or other utilities during the Term, both Landlord and Tenant shall be bound thereby. In the event of a difference in
interpretation by Landlord and Tenant of any such controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the Premises to effect compliance.


 


	31.	INTENTIONALLY
    OMITTED



 

	32.	QUIET
    ENJOYMENT



 

Tenant,
upon paying the Rent and performing all of its obligations under this Lease, shall peaceably and quietly enjoy the Premises, subject
to the terms of this Lease and to any mortgage, lease, or other agreement to which this Lease may be subordinate.


 


	33.	OBSERVANCE
    OF LAW



 

Tenant
shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law,
statue, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall,
at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements
now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other
similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding
structural changes not related to or affected by Tenant’s improvements or acts. The judgment of any court of competent jurisdiction
or the admission of Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated
any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between Landlord
and Tenant.


 


	34.	FORCE
    MAJEURE



 

Any
prevention, delay or stoppage of work to be performed by Landlord or Tenant which is due to strikes, labor disputes, inability
to obtain labor, materials, equipment or reasonable substitutes therefore, acts of God, governmental restrictions or regulations
or controls, judicial orders, enemy or hostile government actions, civil commotion, fire or other casualty, or other causes beyond
the reasonable control of the party obligated to perform hereunder, shall excuse performance of the work by that party for a period
equal to the duration of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse or delay Tenant’s obligation
to pay Rent or other charges under this Lease.


 


	35.	CURING
    TENANT’S DEFAULTS



 

If
Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to) without
waiving such default, perform the same for the account and at the expense of Tenant. Tenant shall pay Landlord all costs of such
performance promptly upon receipt of a bill therefor.


 


	36.	SIGNAGE
    AND SIGN CONTROL



 

Tenant
shall not affix, paint, erect or inscribe any sign, projection, awning, signal or advertisement of any kind to any part of the
Premises, Building or Project, including without limitation, the inside or outside of windows or doors, without the written consent
of Landlord. Landlord shall have the right to remove any signs or other matter, installed without Landlord’s permission,
without being liable to Tenant by reason of such removal, and to charge the cost of removal to Tenant as additional rent hereunder,
payable within ten (10) days of written demand by Landlord.


 



	 	 



 




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	37.	EASEMENTS



 

Landlord
reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord deems necessary
or desirable, and to cause the recordation of Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps
and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the aforementioned
documents upon request of Landlord and failure to do so shall constitute a material default of this Lease by Tenant without the
need for further notice to Tenant.


 


The
obstruction of Tenant’s view, air, or light by any structure erected in the vicinity of the Building, whether by Landlord
or third parties, shall in no way affect this Lease or impose any liability upon Landlord.


 


	38.	DISCLAIMER



 

Tenant
hereby acknowledges that neither Landlord nor any other person has made any oral or written warranties or representations relative
to the use by Tenant of said Premises, except as set forth in this Lease, and Tenant further acknowledges that it assumes all
responsibility regarding the Occupational Safety Health Act and the legal use or adaptability of the Premises and the compliance
thereof to all applicable laws and regulations in force and effect during the Term of the Lease, except as set forth in this Lease.


 


	39.	ENVIRONMENTAL
    PROVISIONS



 

	 	a.	Tenant,
    at its sole cost and expense, shall comply with Environmental Laws. Tenant hereby indemnifies and at all times shall indemnify,
    defend (with counsel selected by Landlord) and hold harmless Landlord, Landlord’s trustees, directors, officers, employees,
    investment manager(s), attorneys, agents and any successors to the landlord’s interest in the chain of title to the
    Building, their trustees, directors, officers, employees, and agents from and against all claims, suits, demands, response
    costs, contribution costs, liabilities, losses, or damages (including reasonable attorneys’ fees), directly or indirectly
    arising out of the use, generation, storage, transportation, release, threatened release, or disposal of Hazardous Materials
    (defined below) in the Premises or any other portion of the Building. The indemnity extends to the costs incurred by Landlord
    or its successors to reasonably repair, clean up, dispose of, or remove such Hazardous Materials in order to comply with Environmental
    Laws, provided Landlord gives Tenant not less than thirty (30) days advance written notice of its intention to incur such
    costs. Tenant’s obligations pursuant to the foregoing indemnification and hold harmless agreement shall survive the
    expiration or termination of this Lease.
	 	 	 
	 	b.	Tenant
    shall promptly deliver written notice to Landlord if it obtains knowledge sufficient to infer that Hazardous Materials are
    located on the Premises that are not in compliance with applicable Environmental Laws or if any third party, including, without
    limitation, any governmental agency, claims a significant or other disposal of Hazardous Materials occurred in the Premises
    or is being or has been released from the Premises. Upon reasonable written request of Landlord, Tenant, through its professional
    engineers, and at Tenant’s cost, shall thoroughly investigate suspected Hazardous Materials contamination of the Premises
    which would arguably come within the scope of Tenant’s indemnification and hold harmless obligations as set forth above.
    Tenant, using duly licensed and insured contractors, shall promptly commence and diligently complete the removal, repair,
    clean-up, and detoxification of any Hazardous Materials from the Premises as may be required by applicable Environmental Laws
    which comes within the scope of Tenant’s indemnification and hold harmless obligations as set forth above. Notwithstanding
    the foregoing, Tenant shall have the right to bring on the Premises normal quantities of materials typically used for Tenant’s
    permitted use under Article 8, provided that such materials are stored and used in accordance with all applicable laws, ordinances
    and regulations, including all Environmental Laws.
	 	 	 
	 	c.	If
    Tenant breaches its covenants or obligations in this Article, or if the presence of Hazardous Materials on the Premises results
    in contamination of the Property, or if contamination of the Property by Hazardous Materials otherwise occurs for which Tenant
    is legally liable to Landlord for damage resulting therefrom, or if Landlord, any lender or governmental agency requires an
    investigation to determine whether there has been any violation of this Article, then, Landlord and its agents and representatives
    shall have the right, at any reasonable time and from time to time during the term of this Lease, to enter upon the Premises
    to perform monitoring, testing or other analyses, and to review any and all applicable documents, notices, correspondence
    or other materials which may be in the possession of Tenant. All costs and expenses incurred by Landlord in connection therewith
    shall become due and payable by Tenant upon Landlord’s presentation to Tenant of an invoice therefor.
	 	 	 
	 	d.	“Environmental
    Laws” means all laws, ordinances, regulations, and standards regulating or controlling hazardous wastes or hazardous
    substances (“Environmental Laws”), including, without limitation, the Comprehensive Environmental Response, Compensation,
    and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.; the Hazardous Material Transportation Act, 49 U.S.C. 1801
    et seq.; California Underground Storage of Hazardous Substances Act [H & S C Sections 25280 et seq.]; the California Hazardous
    Substances Account Act [H & S C Sections 25300 et seq.]; the California Hazardous Waste Control Act [H & S C Sections
    25100 et seq.].



 



	 	 



 



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	 	e.	“Hazardous
    Materials” means any hazardous waste or hazardous substance as defined in any federal, state, county, municipal, or
    local statute, ordinance, rule, or regulation applicable to the Property, including, without limitation, the Environmental
    Laws, including those substances defined as “hazardous wastes” in Section 25117 of the California Health &
    Safety Code or as “hazardous substances” in Section 25316
    of the California Health & Safety Code. “Hazardous
    Materials” shall also include asbestos or asbestos-containing materials, radon gas, petroleum or petroleum fractions,
    urea formaldehyde foam insulation, transformers containing levels of polychlorinated biphenyls greater than 50 parts per million,
    and chemicals known to cause cancer or reproductive toxicity, whether or not defined as a hazardous waste or hazardous substance
    in any statute, ordinance, rule, or regulation.


 


40.


 


	 	a.	Landlord
    hereby grants to Tenant one (1) option (“Option”) to extend the Term of this Lease for an additional period of
    three (2) years for each option (“Option Term”). The Option must be exercised, if at all, by written notice (“Option
    Notice”) delivered by Tenant to Landlord via certified mail not earlier than twelve (12) months nor later than six (6)
    months prior to the end of the initial Term of this Lease. Further, the Option shall not be deemed to be properly exercised
    if, as of the date of the Option Notice or at the end of the initial Term of this Lease, Tenant (i) is in default under this
    Lease, (ii) has assigned all or any portion of this Lease or its interest therein, or (iii) except as otherwise permitted
    without Landlord’s consent, has sublet all or any portion of the Premises. Provided Tenant has properly and timely exercised
    the Option, the initial Term of this Lease shall be extended by the Option Term, and all terms, covenants and conditions of
    this Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth
    below.
	 	 	 
	 	b.	The
    Base Rent payable for the Option Term, including during the first year of the Option Term, shall be increased by five percent
    (5%).



 

	41.	MISCELLANEOUS



 

	 	a.	Accord
    and Satisfaction; Allocation of Payments. No payment by
    Tenant or receipt by Landlord of a lesser amount than the Rent provided for in this Lease shall be deemed to be other than
    on account of the earliest due Rent, nor shall any endorsement or statement on any check or letter accompanying any check
    or payment as Rent be deemed on accord and satisfaction, and Landlord may accept such check or payment without prejudice to
    Landlord’s right to recover the balance of the Rent or pursue any other remedy provided for in this Lease. In connection
    with the foregoing, Landlord shall have the absolute right in its sole discretion to apply any payment received from Tenant
    to any account or other payment of Tenant then not current and either due or delinquent.
	 	 	 
	 	b.	Addenda.
    If any provision contained in an addendum to this Lease
    is inconsistent with any other provision herein, the provision contained in the addendum shall control, unless otherwise provided
    in the addendum.
	 	 	 
	 	c.	Attorneys’
    Fees. If any action or proceeding is brought by either party
    against the other pertaining to or arising out of this Lease, if Landlord is determined to be the finally prevailing party,
    then Landlord shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred on
    account of such action or proceeding. Landlord shall be entitled to reasonable attorneys’ fees and all other costs and
    expenses incurred in the preparation and service of notice of defaults and consultations in connection therewith, regardless
    of whether a legal action is ultimately commenced.
	 	 	 
	 	d.	Captions,
    Articles and Section Numbers. The captions appearing within
    the body of this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit or
    enlarge the scope or meaning of this Lease. All references to Article and Section numbers refer to Articles and Sections in
    this Lease.
	 	 	 
	 	e.	Changes
    Requested by Lender. Neither Landlord or Tenant shall unreasonably
    withhold its consent to changes or amendments to this Lease requested by the lender on Landlord’s interest, so long
    as these changes do not alter the basic business terms of this Lease or otherwise materially diminish any rights or materially
    increase any obligations of the party from whom consent to such change or amendment is requested.
	 	 	 
	 	f.	Choice
    of Law. This Lease shall be construed and enforced in accordance
    with the laws of the State as set forth in Section 20.
	 	 	 
	 	g.	Consent.
    Notwithstanding anything contained in this Lease to the
    contrary, Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for money damages by reason
    of any refusal, withholding or delaying by Landlord of any consent, approval or statement of satisfaction, and in such event,
    Tenant’s only remedies therefore shall be an action for specific performance, injunction or declaratory judgment to
    enforce any right to such consent, etc.



 




	 	 



 



    	15



    	 



    




  


	 	h.	Corporate
    Authority. If Tenant is a corporation, each individual signing this Lease on behalf of Tenant represents and warrants
    that he is duly authorized to execute and deliver this Lease on behalf of the corporation, and that this Lease is binding
    on Tenant in accordance with its terms. Tenant shall, at Landlord’s request, deliver a certified copy of a resolution
    of its board of directors authorizing such execution.
	 	 	 
	 	i.	Counterparts.
    This Lease may be executed in multiple counterparts, all of which shall constitute one and the same Lease.
	 	 	 
	 	j.	Execution
    of Lease; No Option. The submission of this Lease to Tenant shall be for examination purposes only, and does not and shall
    not constitute a reservation of or option for Tenant to lease, or otherwise create any interest of Tenant in the Premises
    or any other premises within the Building or Project. Execution of this Lease by Tenant and its return to Landlord shall not
    be binding on Landlord notwithstanding any time interval, until Landlord has in fact signed and delivered this Lease to Tenant.
	 	 	 
	 	k.	Furnishing
    of Financial Statements; Tenant’s Representations. In order to induce Landlord to enter into this Lease, Tenant
    agrees that it shall promptly furnish Landlord, from time to time, upon Landlord’s written request, with financial statements
    reflecting Tenant’s current financial condition. Tenant represents and warrants that all financial statement, records
    and information furnished by Tenant to Landlord in connection with this Lease are true, correct and complete in all respects.
	 	 	 
	 	l.	Further
    Assurances. The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of
    this Lease.
	 	 	 
	 	m.	Guaranty.
    This Lease shall be guaranteed by Laurence Wainer and they shall be required to execute the Lease Guaranty attached hereto
    as Exhibit “F”.
	 	 	 
	 	n.	Merger.
    The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by Landlord
    shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option
    of Landlord, operate as an assignment to Landlord of any or all subtenancies.
	 	 	 
	 	o.	Mortgagee
    Protection. Tenant agrees to send by certified or registered mail to any first mortgagee or first deed of trust beneficiary
    of Landlord whose address has been furnished to Tenant, a copy of any notice of default served by Tenant on Landlord. If Landlord
    fails to cure such default within the time provided for in this Lease, such mortgagee or beneficiary shall have an additional
    thirty (30) days to cure such default; provided that if such default cannot reasonably be cured within that thirty (30) day
    period, then such mortgagee or beneficiary shall have such additional time to cure the default as is reasonably necessary
    under the circumstances.
	 	 	 
	 	p.	Prior
    Agreements; Amendments. This Lease contains all of the agreements of the parties with respect to any matter covered or
    mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any
    purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the parties or
    their respective successors in interest.
	 	 	 
	 	q.	Recording.
    Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord,
    shall execute and acknowledge a “short form” memorandum of this Lease for recording purposes.
	 	 	 
	 	r.	Severability.
    A final determination by a court of competent jurisdiction that any provision of this Lease is invalid shall not affect
    the validity of any other provision, and any provision so determined to be invalid shall, to the extent possible, be construed
    to accomplish its intended effect.
	 	 	 
	 	s.	INTENTIONALLY
    OMITTED.
	 	 	 
	 	t.	Successors
    and Assigns. This Lease shall apply to and bind the heirs, personal representatives, and permitted successors and assigns
    of the parties.
	 	 	 
	 	u.	Time
    of the Essence. Time is of the essence of this Lease.
	 	 	 
	 	v.	Waiver.
    No delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant shall impair such right
    or remedy or be construed as a waiver of such default.
	 	 	 
	 	z.	Tenant
                                         will pay an additional of $225.00 P.K on a monthly basis during the Lease and the Option
                                         for the usage of electricity related to any signs and for posting any signs. Landlord
                                         by way of a written notice can request and have Tenant remove any and all signs. Upon
                                         receipt of notice, Tenant will remove all signs within three (3) business days. Shall
                                         Tenant fail to abide with the terms of the Landlord’s request to move any and all
                                         signs, the Tenant shall be in default at that point.






 







	 	 



 






    	16



    	 



    


 


The
receipt and acceptance by Landlord of delinquent Rent shall not constitute a waiver of any other default; it shall constitute
only a waiver of timely payment for the particular Rent payment involved.


 


No
act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, shall constitute an acceptance
of the surrender of the Premises by Tenant before the expiration of the Term. Only a written notice from Landlord to Tenant shall
constitute acceptance of the surrender of the Premises and accomplish a termination of the Lease.


 


Landlord’s
consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render
unnecessary Landlord’s consent to or approval of any subsequent act by Tenant.


 


Any waiver by Landlord of any default must
be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Lease.


 


The
parties hereto have executed this Lease as of the date set forth on page 1.


 





  




    	17



    	 



    


 


 EXHIBIT B


 


PARKING
AGREEMENT


    


	1.	The
    term “Non-Assigned Parking” shall mean parking in a non-assigned parking space on a non-exclusive, first-come,
    first-served basis on terms and conditions as Landlord shall establish from time to time. The term “Assigned Parking”
    shall mean parking by a person holding Assigned Parking rights to park in a particular parking space designated from time
    to time for such purpose by Landlord’s designated Property Manager on terms and conditions as Landlord shall establish
    from time to time. Notwithstanding the foregoing, Landlord shall from time to time in its sole discretion designate any parking
    area within the Project for use as Assigned or Non-Assigned parking, or for the use as a “visitor only” parking
    area subject to Landlord’s exclusive control. Any of Tenant’s invitees parking shall be on a limited (two spaces),
    first- come, first-served, space-available basis, free of charge and subject at all times to the rights of other tenants of
    the Building. Tenant acknowledges and agrees that Tenant shall not be entitled to any invitee parking in areas which Landlord
    has agreed are reserved for other tenants’ invitees. Except as otherwise expressly set forth in this Lease, Tenant is
    not entitled to any covered parking spaces or any other special rights to specific parking areas or privileges. Any or all
    of Non-Assigned parking shall, at Landlord’s discretion, consist of tandem parking. Tenant shall be responsible for
    internally organizing an efficient system with its employees so that its employees move their cars to allow ingress and egress
    to and from tandem spaces pursuant to parking rules and regulations which Landlord shall promulgate from time to time.
	 	 
	2.	The
    Landlord reserves the right to alter or change the Building’s existing parking facilities or adopt different parking
    systems which Landlord determines will enhance the use or efficiency of the parking facilities. Not in limitation of the generality
    of the foregoing, Landlord shall have the right, at any time, in its sole and absolute discretion to:


 


	 	(a)	Re-stripe
    any portion of the painted stall liens to allow for small or compact care parking.
	 	 	 
	 	(b)	Re-stripe
    any portion of the painted stall lines to allow for tandem parking (vehicles parking one in front of the other).
	 	 	 
	 	(c)	Make
    reciprocal parking and reciprocal ingress and egress agreement with contiguous lots.
	 	 	 
	 	(d)	Add
    entrance barriers or gates, provide for attendant parking (e.g., requiring that all drivers leave keys with attendants).
	 	 	 
	 	(e)	Restructure
    or alter, modify or change, from time to time, parking or validation procedures or policies.
	 	 	 
	 	(f)	Designate
    or move any or all parking spaces, assigned or reserved, for any particular purpose.



  


	 	Landlord
    also reserves the absolute right, in its discretion, to promulgate parking rules and regulations from time to time and Tenant
    agrees to comply with, and cause its employees, agents, licensees and invitees to comply with all such rules and regulations.
	 	 
	3.	So
    long as Tenant does not default under the Lease or this Parking Agreement and so long as the Lease is in full force and effect,
    Tenant shall be entitled to use up to one (4) unreserved parking permits on a space- available basis in such spaces as Landlord
    or Landlord’s parking operator shall designate from time to time. Such non- assigned parking shall be at Landlord’s
    prevailing rate and charges as determined by Landlord from time to time. The applicable rate for parking, as of execution
    of the Lease for all parking space shall be $200.00.
	 	 
	4.	With
    regard to any Assigned Parking rights granted to Tenant hereby, the Landlord’s designated Property Manager shall specify
    in its sole discretion the particular location of Tenant’s Assigned Parking spaces, which locations shall be subject
    to change from time to time by such Properly Manager in its sole discretion. With regard to any parking rights of Tenant,
    whether Assigned or Non-Assigned, Tenant shall, if required by Landlord or its Property Manager, deliver required security
    deposits for parking cards to the Operator of the parking facilities or to the Property Manager, as instructed by said Property
    Manager.
	 	 
	5.	Landlord,
    its Property Manager and said Operator shall have no obligation to accept any such security deposit from anyone other than
    Tenant.
	 	 
	6.	Tenant
    hereby agrees to cooperate with Landlord and governmental agencies and officials in encouraging employees, licensees and other
    persons involved with Tenant from parking on the residential streets in the general vicinity of the Building. Tenant shall
    cooperate with efforts to identify and discourage employees and invitees from parking on surrounding residential streets.
    Not in limitation of the generality of the foregoing, Tenant shall, every six (6) months during the term of the Lease, circulate
    memoranda to its employees, which memoranda shall remind such employees not to park on such residential streets. In addition,
    if requested by Landlord, Tenant shall post bulletins or signs within Tenant’s suite reminding employees not to park
    on surrounding residential streets. If notified to do so by Landlord, Tenant shall require its employees and invitees to place
    stickers on their cars. Tenant understands and agrees that Landlord shall have the right to require that all of Tenant’s
    invitees’ parking validations be paid by Tenant so that invitees will not be required to pay for such invitee parking.
    All prices, terms and conditions of such validation shall be as Landlord shall determine, from time to time, in its discretion.



 


	 	 




 



    	 



    	 



    


 


	7	The
    foregoing parking rights are personal to Tenant and Tenant shall not have the right, power and/or authority to assign, convey,
    transfer, hypothecate or encumber said rights or any interest therein in any manner whatsoever. Any attempt by Tenant to do
    so shall be null and void and, at Landlord’s election, shall constitute a material default hereunder, and under the
    Lease; provided Tenant has not cured the default within the period, after notice, as specified in paragraph 27.1c. However,
    such parking rights may be transferred in whole or in part along with all or any portion of Tenant’s rights to the Premises
    that are assigned or sublet pursuant to the terms of the Lease.
	 	 
	8.	No
    language or provision of this Parking Agreement shall be interpreted either for or against any party by virtue of any party
    or any attorney for any party having drafted such language or provision. Landlord makes absolutely no representations or warranties,
    expressed or implied, with respect to any parking rights or parking facilities, except as set forth in this Agreement.
	 	 
	9.	Landlord
    shall not be deemed in breach of this Agreement unless Tenant gives Landlord written notice of such breach and a reasonable
    time to cure such breach (which time shall not be less than thirty (30) days and Landlord does not commence to cure such breach
    within such reasonable period. Landlord shall use its best efforts to enforce the rules and regulations but shall have no
    liability for the violation by other tenants or by other third persons of the rules and regulations or of any parking agreements.
    Landlord shall not be required to tow cards. Landlord shall also have no liability or responsibility for lost or stolen items
    left in vehicles. There are no third party beneficiaries to this Agreement, whether named herein or not.


 


	LANDLORD’S
    INITIALS	 	TENANT’S
    INITIALS	 
	 	 	 	 
		 		 



 



    	 



    	 



    


 


EXHIBIT
D


 


RULES
AND REGULATIONS




 


	1.	The
    sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used
    for any purpose other than ingress and egress. The halls, passages, entrances, elevators, stairways, balconies and roof are
    not for the use of the general public, and Landlord shall in all cases retain the right to control or prevent access thereto
    by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation or interests
    of the Project and its tenants, provided that nothing herein contained shall be construed to prevent such access by persons
    with whom the tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities.
    No tenant and no employees of any tenant shall go upon the roof of the Project without the written consent of Landlord.
	 	 
	2.	Neither
    awnings nor other projections shall be attached to the outside walls or surfaces of the Project nor shall the interior or
    exterior of any windows be coated without the prior written consent of Landlord. Except as otherwise specifically approved
    by Landlord, all electrical ceiling fixtures hung in offices or spaces along the perimeter of the Project must be fluorescent,
    of a quality, type, design and bulb color approved by Landlord.
	 	 
	3.	No
    sign, advertisement or notice shall be exhibited, painted or affixed by any tenant on any part of, or so as to be seen from
    the outside of, the Premises or the Project without the prior written consent of Landlord. In the event of the violation of
    the foregoing by any tenant, Landlord may remove same without any liability, and may charge the expense incurred in such removal
    to the tenant violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for
    each tenant by Landlord at the expense of such tenant, and shall be of a size, color and style acceptable to Landlord. However,
    Tenant may install, without consent, signs located entirely within the Premises.
	 	 
	4.	The
    toilets and wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were
    constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damage resulting from any misuse
    of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused
    the same.
	 	 
	5.	No
    tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Project. No boring, cutting or
    stringing of wires or laying of linoleum or other similar floor coverings shall be permitted except with the prior written
    consent of Landlord and as Landlord may direct.
	 	 
	6.	No
    bicycles, vehicles or animals of any kind (except so called companion animals) shall be brought into or kept in or about the
    Premises and no cooking shall be done or permitted by any tenant on the Premises except that the preparation of coffee, tea,
    hot chocolate and similar items for the tenant and its employees and business visitors shall be permitted. No tenant shall
    cause or permit any unusual or objectionable odors to escape from the Premises.
	 	 
	7.	The
    Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to
    the use of the Premises for general office purposes. No tenant shall occupy or permit any portion of his premises to be occupied
    as an office for a public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form
    or as a barber shop or manicure shop. No tenant shall engage any employees on the Premises nor advertise for laborers giving
    an address at the Premises. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes.
	 	 
	8.	No
    tenant shall make, or permit to be made, any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with
    occupants of this or neighboring buildings or premises or those having business with them whether by the use of any musical
    instrument, radio, phonograph, unusual noise or in any other way.
	 	 
	9.	No
    tenant shall throw anything out of doors, off balconies or down the passageways.
	 	 
	10.	No
    tenant shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical, or substance.
    The tenant shall not do or permit anything to be done in the leased premises, or bring or keep anything therein, which shall
    in any way increase the rate of fire insurance on the Project, or on the property kept therein, or obstruct or interfere with
    the rights of other tenants, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or
    the fire laws, or with any insurance policy upon the Project, or any part thereof, or with any rules and ordinances established
    by the Board of Health or other governmental agency.
	 	 
	11.	No
    additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes
    be made in existing locks or the mechanism thereof without the approval of Landlord which will not be unreasonably withheld.
    Each tenant must, upon the termination of this tenancy, restore to Landlord all keys of stores, offices, and toilet rooms,
    either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant
    shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key(s) if Landlord
    shall deem it necessary to make such change.



 


	 	 




 



    	 



    	 



    


 


	12.	All
    removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place during
    the hours which Landlord may determine from time to time. The moving of safes or other fixtures or bulky matter of any kind
    must be made upon previous notice to the manager of the Project and under his supervision, and the persons employed by any
    tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect all safes, freight or other bulky
    articles to be brought into the Project and to exclude from the Project all safes, freight or other bulky articles which violate
    any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord reserves the right
    to prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload the building
    floors.
	 	 
	13.	No
    tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel, vending machine, janitorial, maintenance
    or other like services, or accept barbering or bootblacking services, except from persons authorized by Landlord, and at hours
    and under regulations fixed by Landlord. This authorization will not be unreasonably withheld by Landlord.
	 	 
	14.	Landlord
    shall have the right to prohibit any advertising by any tenant which, in Landlord’s opinion, tends to impair the reputation
    of the Project or its desirability as an office building and, upon written notice from Landlord, any tenant shall refrain
    from or discontinue such advertising.
	 	 
	15.	Landlord
    reserves the right to exclude from the Project between the hours of 7:00 p.m. and 7:00 a.m. and at all hours of Sundays and
    legal holidays all persons who do not present a pass to the Project signed by the Landlord. Landlord shall furnish passes
    to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom he
    requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages
    for any error with regard to the admission to or exclusion from the Project of any person. Landlord’s permission is
    not to be unreasonably withheld in establishing an after-hours entry procedure for Tenant’s invitees.
	 	 
	16.	Any
    persons employed by any tenant to do janitor work, shall, while in the Project and outside of the Premises, be subject to
    and under the control and direction of the manager of the Project (but not as an agent or servant of said manager or
    of Landlord). Tenant shall be responsible for all acts of such persons and Landlord shall not be responsible for any loss
    or damage to property in the Premises, however occurring.
	 	 
	17.	All
    doors opening onto public corridors shall be kept closed, except when in use for ingress and egress.
	 	 
	18.	The
    requirements of tenants will be attended to only upon application to the Office of the Project.
	 	 
	19.	Canvassing,
    soliciting and peddling in the Project are prohibited and each tenant shall cooperate to prevent the same.
	 	 
	20.	All
    office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in settings approved by
    Landlord, to absorb or prevent any vibration, noise or annoyance.
	 	 
	21.	No
    air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord.
	 	 
	22.	There
    shall not be used in any space, or in the public halls of the Project, either by tenant or others, any hand trucks except
    those equipped with rubber tires and side guards.
	 	 
	23.	Landlord
    wilt direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for
    wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes and
    other office equipment affixed to the Premises shall be subject to the approval of Landlord.
	 	 
	24.	No
    person shall be allowed to transport or carry beverages, food, food containers, etc., on any passenger elevators. The
    transportation for such items shall be via the service elevators in such manner as prescribed by Landlord.
	 	 
	25.	Tenants
    shall cooperate with Landlord in obtaining maximum effectiveness of the cooling system by closing drapes when the sun’s
    rays fall directly on windows of the Premises. Tenant shall not obstruct, alter or in any way impair the efficient operation
    of Landlord’s heating, lighting, ventilating and air conditioning systems and shall not place bottles, machines, parcels
    or any other articles on the induction unit enclosure so as to interfere with air flow. Tenant shall not tamper with or change
    the setting of any thermostats or temperature control valves.
	 	 
	26.	All
    parking ramps and areas, pedestrian walkways, plaza and other public areas forming a part of the Project shall be under the
    sole and absolute control of Landlord with the exclusive right to regulate and control these areas. Tenant agrees to conform
    to the rules and regulations that may be established by Landlord for these areas from time to time.



 


	 	 




 



    	 



    	 



    


 


	27.	Landlord
    reserves the right to exclude or expel from the project 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 any of the rules and regulations of
    the Project.
	 	 
	28.	Landlord
    is not responsible to any tenant for the non-observance or violation of the rules and regulations by any other tenant.



 





	LANDLORD’S
    INITIALS	 	TENANT’S
    INITIALS	 
	 	 	 	 
		 		 


 





    	 



    	 



    


 


EXHIBIT
F


 


LEASE
GUARANTY


 


1.FOR
VALUE RECEIVED, and in consideration for, and as an inducement to Marsel Plaza, LLC., as Landlord, to make the foregoing Lease
(including all Exhibits thereto), with LAURENCE WAINER, as Tenant, the undersigned, LAURENCE WAINER (hereinafter sometimes called
“Guarantor”), hereby absolutely and unconditionally guarantees the full payment of all monetary obligations therein
provided to be performed and observed by Tenant, Tenant’s heirs, executors, administrators, successors and assigns (the
phrase “heirs, executors, administrators, successors and assigns” not altering any of the provisions of said Lease
relating to assignment or subletting); and Guarantor hereby make themselves fully liable for such payment.


 


2.Guarantor
expressly agrees that the validity of this Guaranty and his obligations hereunder shall in no wise be terminated, affected or
impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord by said Lease.
Guarantor further covenants and agrees that this Guaranty and the full liability of Guarantor hereunder shall remain and continue
in full force and effect notwithstanding the occurrence of any one or more of the following types of transactions (whether or
not Guarantor shall have received any notice of or consented to any such transaction): (i) any renewal, extension, modification
or amendment of said Lease; (ii) any assignment or transfer by Landlord; (iii) any assignment or transfer or subletting by Tenant;
(iv) death of any party Tenant (who may be a natural person); (v) any dissolution of Tenant (if Tenant is a corporation); or (vi)
the fact that Tenant (if Tenant is a corporation) may be a party to any merger, consolidation or reorganization; provided however,
if Tenant is a disappearing party in any such merger, consolidation or reorganization, then Guarantor shall thereupon automatically
become primarily liable for the payment of all monetary obligations of Tenant under said Lease.


 


3.Failure
of Landlord to insist upon strict performance or observance of any of the terms, provisions or covenants of said Lease or to exercise
of any right therein contained shall not be construed as a waiver or relinquishment for the future of any such term, provision,
covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent (or any other
monetary sum or acceptance of performance of any obligation of Tenant under said Lease) with knowledge of the breach of any provision
of said Lease shall not be deemed a waiver of such breach. Waiver by Landlord of any right of Landlord against Tenant under said
Lease shall not constitute a waiver as against Guarantor or in any other way inure to the benefit of Guarantor (unless Landlord
agrees in writing that the liability of Guarantor under this Guaranty is thereby affected).


 


4.Guarantor
further agrees to indemnify and hold harmless Landlord from all loss, damage, cost and expense (including, without limitation,
costs of court and attorneys’ fees incurred by Landlord) in the event of any default by Tenant under such Lease.


 


5.Guarantor
further agrees that in any right of action which shall accrue to Landlord under said Lease, Landlord may, at its option, proceed
against Tenant alone (without having made any prior demand upon Guarantor or having commenced any action against Guarantor or
having obtained or having attempted to satisfy any judgment against Guarantor) or may proceed against Guarantor and Tenant, jointly
or severally, or may proceed against Guarantor alone (without having made any prior demand upon Tenant or having commenced any
action against Tenant or having obtained or having attempted to satisfy any judgment against Tenant). The defense of any setoff
or counterclaim available to Tenant under the terms of the Lease, the defense that Landlord’s claim against Guarantor hereunder
is barred by the applicable statute of limitations, all defenses of the law of guaranty, indemnification and suretyship, including
without limitation, substantive defenses and procedural defenses, are hereby waived and released by Guarantor.


 


6.All
of the covenants, duties and obligations of Guarantor under this Guaranty shall be performed in Los Angeles, Los Angeles County,
California; and all matters relating to this Guaranty and the covenants, duties and obligations of Guarantor under this Guaranty
shall be governed by the laws of the State of California.


 


7.Guarantor
specifically waives any notice of acceptance of this Guaranty by Landlord.


 


8.If
any obligation of Tenant under said Lease is secured, in whole or in part, by collateral of any type Landlord may, from time to
time, at its discretion and with or without valuable consideration, allow substitution or withdrawal of all or any part of such
collateral or subordinate or waive any of its lien rights with respect to all or any part of such collateral or release all or
any part of such collateral, without notice to or consent of Guarantor and without in any wise impairing, diminishing or releasing
the liability of Guarantor under this Guaranty. Under no circumstances shall Landlord be required to first resort to any collateral
for any obligation of Tenant as any nature of prerequisite or precondition to invoking or enforcing the liability of Guarantor
under this Guaranty.


 


9.Guarantor
acknowledges and represents to Landlord that Tenant executed said Lease and Guarantor executed this Guaranty prior to the time
that Landlord executed said Lease; and Guarantor acknowledges and agrees that the execution and delivery of this Guaranty by Guarantor
to Landlord has served as a material inducement to Landlord to itself execute and deliver said Lease; and Guarantor further acknowledges
and agrees that but for the execution and delivery of this Guaranty by Guarantor, Landlord would not have executed and delivered
said Lease.


 


	 	 




 




    	 



    	 



    


 


10.Guarantor
agrees that in the event that Tenant shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization,
arrangement or other relief under any present or future provisions of the National Bankruptcy Act, or if such a petition be filed
by creditors of said Tenant, or if Tenant shall seek a judicial readjustment of the rights of its creditors under any present
or future Federal or State law or if a receiver of all or part of its property and assets is appointed by any State or Federal
court, no such proceeding or action taken therein shall modify, diminish or in any way affect the liability of Guarantor under
this Guaranty and the liability of Guarantor with respect to such Lease shall be of the same scope as if Guarantor had itself
executed said Lease as the named tenant thereunder and no “rejection” and/or “termination” of such Lease
in any of the proceedings referred to in this paragraph shall be effective to release and/or terminate the continuing liability
of Guarantor to Landlord under this Guaranty with respect to such Lease for the remainder of the lease term stated therein unaffected
by any such “rejection” and/or “termination” in said proceedings.


 


11.All
rights of Guarantor against Tenant arising by way of subrogation on account of Guarantor’s having performed some covenant,
duty or obligation of Tenant under said Lease shall be subject and subordinate to all of the rights of Landlord against Tenant
with respect to such Lease; and Guarantor shall not exercise any such right of Guarantor against Tenant until all of the covenants,
duties and obligations of Tenant under such Lease shall have been fully performed.


 


12.If
enforcement of the rights of Landlord under this Guaranty is placed in the hands of an attorney on account of any default of Guarantor
under this Guaranty, Landlord shall, in addition to the other rights of Landlord hereunder, be permitted to recover Landlord’s
reasonable attorney’s fees from Guarantor upon receipt of a final and unappealable judgment for the same in a court of competent
jurisdiction.


 


13.The
stated rights of Landlord under this Guaranty shall be understood as not excluding any other legal or equitable rights of Landlord
against Guarantor for obligations accruing not expressly set forth herein, but shall be understood as being cumulative to all
such other legal and equitable rights of Landlord not expressly stated herein.


 


14.Whenever
this Guaranty is executed by more than one party as “Guarantor”, all references herein to “Guarantor”
shall refer to each and all of the undersigned parties signing this Guaranty as Guarantor; and the liability of said parties for
the performance of the covenants, duties and obligations of Guarantor hereunder shall be joint and several.


 


15.Should
any portion of this Guaranty ever be held legally invalid or unenforceable, the balance of this Guaranty shall not thereby be
affected, but shall remain in full force and effect in accordance with its terms and provisions.


 


16.All
terms and provisions hereof shall inure to the benefit of the assigns and successors of Landlord and shall be binding upon the
heirs, executors, administrators, successors and assigns of Guarantor.


 


EXECUTED
in multiple counterparts, each of which shall have the force and effect of an original, on this the day of Twenty First, 2015.