Exhibit 10.1


 


ORIGINAL


 


OFFICE
LEASE 


 


Between


 


DOUGLAS EMMETT 1997, LLC,


 


a Delaware limited liability company


 


as Landlord


 


and


 


RITTER PHARMACEUTICALS, INC.,


 


a Delaware corporation


 


as Tenant


 


Date


 


June 25, 2013


 


	 	 	 	 	 	 	 	 
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OFFICE LEASE 


BASIC LEASE INFORMATION TABLE


 


	Date:	 	June 25, 2013
	Landlord:	 	DOUGLAS EMMETT 1997, LLC, a Delaware limited liability company
	Tenant:	 	RITTER PHARMACEUTICALS, INC., a Delaware corporation


 


	SECTION	 	 
	1.1	Premises:	1801 Century Park East, Suite 1820 Los Angeles, California 90067
	 	 	 
	1.4	Rentable Area of Premises:	Approximately 1,712 square feet
	 	 	 
	1.4	Usable Area of Premises:	Approximately 1,450 square feet
	 	 	 
	2.1	Term:	Two (2) years and one (1) month
	 	 	 
	 	Commencement Date:	September 1, 2013 (as modified by Section 2.1)
	 	 	 
	 	Expiration Date:	September 30, 2015 (as modified by Section 2.1)
	 	 	 
	3.1	Fixed Monthly Rent:	$5,032.70
	 	 	 
	3.3	Fixed Monthly Rent Increase:	Three percent (3%) per annum
	 	 	 
	 	Date of First Increase:	October 1, 2014
	 	 	 
	 	Frequency of Increase:	Annually
	 	 	 
	3.7	Security Deposit:	$15,249.08; provided, however that if Tenant is not in default under any term or provision contained in this Lease beyond any applicable notice and cure period, Landlord shall credit back to Tenant a portion of the Security Deposit in accordance with Section 3.7 of this Lease.
	 	 	 
	4.1	Tenant’s Share:	0.45%
	 	 	 
	4.2	Base Year for Operating Expenses:	2014
	 	 	 
	6.1	Use of Premises:	General office use consistent with the operation of a first-class office building in the Century City area
	 	 	 
	16.1	Tenant’s Address for Notices:	 
	 	 	 
	 	Before the Commencement Date:	1880 Century Park East, Suite 1100

 Los Angeles, California 90067
	 	 	 
	 	After the Commencement Date

and Tenant’s Billing Address:	1801 Century Park East, Suite 1820

 Los Angeles, California 90067
	 	 	 
	 	Landlord’s Address for Notices:	Douglas Emmett 1997, LLC

 c/o Douglas Emmett Management, LLC

 Director of Property Management

 808 Wilshire Boulevard, Suite 200

 Santa Monica, California 90401
	 	 	 
	20.5	Brokers:	
        Douglas Emmett Management, LLC 

 808 Wilshire Boulevard,
        Suite 200

 Santa Monica, California 90401

         

        and

         

        Held Properties, Inc.

        1880 Century Park East

 Los Angeles, California 90067

	 	 	 
	21.1	Parking Permits:	The right but not the obligation to purchase up to three (3) permits for unreserved spaces located on Level B of the Building’s parking facility and two (2) valet-assist permits.


 


Except as noted hereinbelow, the
foregoing Basic Lease Information Table (the “BLI Table”) is hereby incorporated into and made a part of this Lease.
The Section reference in the left margin of the Basic Lease Information exists solely to indicate where such reference initially
appears in this Lease document. Except as specified hereinbelow, each such reference in this Lease document shall incorporate the
applicable Basic Lease Information. However, in the event of any conflict between any reference contained in the Basic Lease Information
and the specific wording of this Lease, the wording of this Lease shall control.


 





	 	 	 	 	 	 	 	 
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	ARTICLE	 	
        OFFICE LEASE

        TABLE OF CONTENTS
	PAGE
	 	 	 	 
	ARTICLE 1	 	DEMISE OF PREMISES	1
	 	 	 	 
	ARTICLE 2	 	COMMENCEMENT DATE AND TERM	3
	 	 	 	 
	ARTICLE 3	 	PAYMENT OF RENT, LATE CHARGE	3
	 	 	 	 
	ARTICLE 4	 	ADDITIONAL RENT	6
	 	 	 	 
	ARTICLE 5	 	ETHICS	8
	 	 	 	 
	ARTICLE 6	 	USE OF PREMISES	8
	 	 	 	 
	ARTICLE 7	 	CONDITION UPON VACATING & REMOVAL OF PROPERTY	9
	 	 	 	 
	ARTICLE 8	 	UTILITIES AND SERVICES	9
	 	 	 	 
	ARTICLE 9	 	TENANT’S INDEMNIFICATION AND LIMITATION ON LANDLORD’S LIABILITY	12
	 	 	 	 
	ARTICLE 10	 	COMPLIANCE WITH LAWS	13
	 	 	 	 
	ARTICLE 11	 	ASSIGNMENT AND SUBLETTING	13
	 	 	 	 
	ARTICLE 12	 	MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR ALTERATION	16
	 	 	 	 
	ARTICLE 13	 	CONDEMNATION	20
	 	 	 	 
	ARTICLE 14	 	MORTGAGE SUBORDINATION; ATTORNMENT AND MODIFICATION OF LEASE	20
	 	 	 	 
	ARTICLE 15	 	ESTOPPEL CERTIFICATES	21
	 	 	 	 
	ARTICLE 16	 	NOTICES	21
	 	 	 	 
	ARTICLE 17	 	DEFAULT AND LANDLORD’S OPTION TO CURE	22
	 	 	 	 
	ARTICLE 18	 	DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD; ETC.	23
	 	 	 	 
	ARTICLE 19	 	INSURANCE	24
	 	 	 	 
	ARTICLE 20	 	MISCELLANEOUS	27
	 	 	 	 
	ARTICLE 21	 	PARKING	29


 


EXHIBITS


	A —	Premises Plan
	B —	Intentionally Omitted
	B-l —	Construction by Tenant During Term
	C —	Rules and Regulations
	D —	Intentionally Omitted
	E —	Intentionally Omitted
	F —	Asbestos Rider


 





	 	 	 	 	 	 	 	 
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OFFICE LEASE


 


This Office Lease (this
“Lease”), dated June 25, 2013, is by and between DOUGLAS EMMETT 1997, LLC, a Delaware limited liability company (“Landlord”),
with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and RITTER PHARMACEUTICALS, INC., a Delaware
corporation (“Tenant”), with an office at 1880 Century Park East, Suite 1100, Los Angeles, California 90067.


 


ARTICLE 1


DEMISE OF PREMISES


 


Section 1.1. Demise. Subject to the
covenants and agreements contained in this Lease, Landlord leases to Tenant and Tenant hires from Landlord, Suite Number 1820 (the
“Premises”) on the eighteenth (18th) floor, in the building located at 1801 Century Park East, Los Angeles,
California 90067 (the “Building”). The configuration of the Premises is shown on Exhibit A, attached hereto and made
a part hereof by reference.


 


Tenant acknowledges that
it has made its own inspection of and inquiries regarding the Premises, which are already improved. Therefore, except for the improvements
to be completed by Landlord’s contractor pursuant to Section 1.1.1 below, Tenant accepts the Premises in their “as-is”
condition. Tenant further acknowledges that Landlord has made no representation or warranty, express or implied, except as are
contained in this Lease and its Exhibits, regarding the condition, suitability or usability of the Premises or the Building for
the purposes intended by Tenant.


 


The Building, the Building’s
parking facilities, any outside plaza areas, land and other improvements surrounding the Building which are designated from time
to time by Landlord as Common Areas appurtenant to or servicing the Building, and the land upon which any of the foregoing are
situated, are herein sometimes collectively referred to as the “Real Property”.


 


1.1.1  Prior to
the Commencement Date, Landlord shall, at Landlord’s sole expense, complete the following improvements to the Premises (collectively,
the “Improvements”), using Building standard materials:


 


a)      Remove
the door and frame located on the wall between Suite 1801 and the Premises, seal the opening and patch and paint the sealed area;


 


b)      Extend
the existing wall located between Suite 1801 and the Premises to the deck above;


 


c)      Install
new building standard carpet in a color reasonably acceptable to Tenant and rubberized base in the existing conference room; and


 


d)      Install
a new home run conduit, backboard, data cabinet and associated electrical outlet in the Premises and relocate and reattach the
existing data cabling located in Suite 1801 to the Premises.


 


Tenant has
provided Landlord with Tenant’s selection of color for the conference room carpet. Tenant acknowledges and agrees that Landlord
shall not be obligated to commence the Improvements prior to the full execution of this Lease.


 


If Tenant elects
to make any other improvements to the Premises during the Term, the same shall be considered a Tenant Change, to be completed by
Tenant, at Tenant’s sole expense, pursuant to the provisions of Article 12 of this Lease.


 


Section 1.2. Tenant’s Non-Exclusive
Use. Subject to the contingencies contained herein, Tenant is granted the nonexclusive use of the common corridors and hallways,
stairwells, elevators, restrooms, parking facilities, lobbies and other public or Common Areas located on the Real Property (collectively,
“Common Areas”). However, the manner in which such public and Common Areas are maintained and operated shall be at
the reasonable discretion of Landlord, and Tenant’s use thereof shall be subject to such reasonable and non-discriminatory
rules, regulations and restrictions as Landlord may make from time to time.


 


Section 1.3. Landlord’s Reservation
of Rights. Landlord specifically reserves to itself use, control and repair of the structural portions of all perimeter walls
of the Premises, any balconies, terraces or roofs adjacent to the Premises (including any flagpoles or other installations on
said walls, balconies, terraces or roofs) and any space in and/or adjacent to the Premises used for shafts, stairways, pipes,
conduits, ducts, mail chutes, conveyors, pneumatic tubes, electric or other utilities, sinks, fan rooms or other Building facilities,
and the use thereof, as well as access thereto through the Premises. Landlord also specifically reserves to itself the
following rights:


 


		a)	To designate all sources furnishing sign painting or lettering;



 


		b)	To constantly have pass keys to the Premises;



 


		c)	To grant to anyone the exclusive right to conduct any particular business or undertaking in the
Building, so long as Landlord’s granting of the same does not prohibit Tenant’s use of the Premises for Tenant’s
Specified Use, as defined in Article 6;



 


		d)	To enter the Premises at any reasonable time with reasonable notice (except for emergencies) to
inspect, repair, alter, improve, update or make additions to the Premises or the Building so long as Tenant’s access to and
use of the Premises is not materially impaired thereby;



 


		e)	During the last six (6) months of the Term, to exhibit the Premises to prospective future tenants
upon not less than 24 hours prior notice;



 


		f)	Subject to the provisions of Article 12, to, at any time, and from time to time, whether at Tenant’s
request or pursuant to governmental requirement, repair, alter, make additions to, improve, or



 





	 	 	 	 	 	 	 	 
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decorate all or any portion of the
Real Property, Building or Premises at any reasonable time with reasonable notice (except for emergencies), so long as Tenant’s
access to and use of the Premises is not materially impaired thereby. In connection therewith, and without limiting the generality
of the foregoing rights, Landlord shall specifically have the right to remove, alter, improve or rebuild all or any part of the
lobby of the Building as the same is presently or shall hereafter be constituted;


 


		g)	Subject to the provisions of Article 12, Landlord reserves the right to make alterations or additions
to or change the location of elements of the Real Property and any Common Areas appurtenant thereto at any reasonable time with
reasonable notice (except for emergencies), so long as Tenant’s access to and use of the Premises is not materially impaired
thereby; and/or



 


		h)	To take such other actions as may reasonably be necessary when the same are required to preserve,
protect or improve the Premises, the Building, or Landlord’s interest therein at any reasonable time with reasonable notice
(except for emergencies), so long as Tenant’s access to and use of the Premises is not materially impaired thereby.



 


Tenant acknowledges and
agrees that: (a) the Premises are part of an office building owned, operated, managed and leased by Landlord and occupied by numerous
tenants; (b) Landlord and such tenants are engaged from time to time in a variety of construction projects inside individual premises
as well as in Common Areas as part of the normal course of business in the Building; and (c) such construction activities may cause,
among other things, noise, vibration, dust, odors, increased foot traffic in the Building and in elevators and corridors, and increased
motor vehicle traffic in parking facilities. In recognition of the foregoing, Tenant hereby releases Landlord and all of its parents,
subsidiaries, divisions, employees, affiliates, assigns, officers, directors, shareholders, members, agents, predecessors, successors,
trustees, beneficiaries and representatives (collectively, the “Landlord Parties”), from any and all claims (including
claims for abatement of Rent or constructive eviction), debts, liabilities, demands, obligations, costs, expenses, actions and
causes of action of every nature, character and description, whether known or unknown, asserted or unasserted, fixed or contingent
arising out of or in connection with the activities and conditions described in the foregoing clauses (b) and (c). Furthermore,
Tenant agrees that none of the activities and conditions described in the foregoing clauses (b) and (c) shall be grounds for any
claim by Tenant or any party claiming through Tenant that Landlord has breached the terms of Section 1.5 below or any other provision
of this Lease, or violated any statute or other applicable law which purports to govern the rights or obligations of Landlord and
Tenant concerning the matters set forth in Section 1.5.


 


Section 1.4. Area. Landlord and Tenant
agree that the usable area (the “Usable Area”) of the Premises has been measured using the 2010 ANSI/BOMA Standard
published collectively by the American National Standards Institute and the Building Owners’ and Managers’ Association
(“ANSI/BOMA Standard”), as a guideline, and that Landlord is utilizing a deemed add-on factor of 18.04% to compute
the rentable area (the “Rentable Area”) of the Premises. Rentable Area herein is calculated as 1.1804times the estimated
Usable Area, regardless of what the actual square footage of the Common Areas of the Building may be, and whether or not they are
more or less than 18.04% of the total estimated Usable Area of the Building. The purpose of this calculation is solely to provide
a general basis for comparison and pricing of this space in relation to other spaces in the market area.


 


Landlord and Tenant further
agree that even if the Rentable or Usable Area of the Premises and/or the total Building Area are later determined to be more or
less than the figures stated herein, for all purposes of this Lease, the figures stated herein shall be conclusively deemed to
be the actual Rentable or Usable Area of the Premises, as the case may be.


 


Section 1.5. Quiet Enjoyment. Contingent
upon Tenant keeping, observing and performing all of the covenants, agreements, terms, provisions and conditions of this Lease
on its part to be kept, observed and performed, and subject to the limitations imposed under Article 14 of this Lease, Tenant shall
lawfully and quietly hold, occupy and enjoy the Premises during the Term.


 


Section 1.6. No Light, Air or View Easement.
Any diminution or shutting off of light, air or view by any structure which is now or may hereafter be erected on the Building,
the Real Property or on lands adjacent to the Building shall in no way affect this Lease or impose any liability on Landlord.
Noise, dust or vibration or other ordinary incidents to new construction of improvements on the Building, the Real Property or
on lands adjacent to the Building, whether or not by Landlord, shall in no way affect this Lease or impose any liability on Landlord.


 


Section 1.7. Relocation. Landlord shall
have the right at any time, except during the last six (6) months of the Term, and after giving Tenant a minimum of sixty (60)
days’ prior written notice, to:


 


		a)	provide and furnish Tenant with space elsewhere in the Building of approximately the same size
as, with improvements comparable to the improvements in the Premises (the “Substitute Premises”), and



 


		b)	relocate Tenant to such Substitute Premises.



 


Landlord shall pay all
reasonable costs and expenses incurred as a result of such relocation (including Tenant’s reasonable reprinting costs for
announcements, and to replace Tenant’s existing stock of stationery and business cards). If Landlord moves Tenant to the
Substitute Premises, each and every term, covenant and condition of this Lease shall remain in full force and effect and be deemed
applicable to the Substitute Premises, as though Landlord and Tenant had entered into an express written amendment of this Lease
with respect thereto, except that (i) if the approximate rentable square footage of the Substitute Premises is less than that of
the Premises, the Fixed Monthly Rent and Tenant’s Share of Operating Expense increases shall be appropriately reduced or
(ii) if the approximate rentable square footage of the Substitute Premises is greater than that of the Premises, the Fixed Monthly
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Tenant’s Share of Operating
Expense increases shall be as set forth in this Lease. Landlord shall use commercially reasonable efforts to cause such relocation
to occur over a weekend period.


 


If Tenant refuses to permit
Landlord to relocate Tenant as specified above, Landlord shall have the right to terminate this Lease effective ninety (90) days
from the date Landlord provided Tenant with the original notification of intent to relocate.


 


ARTICLE 2


COMMENCEMENT DATE AND TERM


 


Section 2.1. Commencement Date and Term.
The term of this Lease (“Term”) shall commence on September 1, 2013 (the “Commencement Date”), and shall
end, unless sooner terminated as otherwise provided herein, at midnight on September 30, 2015 (the “Termination Date”).
Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately fourteen (14) days
prior to the Commencement Date, subject to (a) the mutual execution of this Lease, (b) delivery to Landlord of the certificates
of insurance required under Section 19.2 of this Lease and (c) payment to Landlord of all funds due upon execution of this Lease
by Tenant, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the
“Access Period”). Provided Tenant’s access to the Premises is for the purposes herein stated and not for the
conduct of its business in the Premises, then such access shall not serve to accelerate the Commencement Date nor shall Tenant’s
failure to exercise its right of access for any reason whatsoever serve to delay the Commencement Date. During the Access Period,
if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all
of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or
Additional Rent until the Commencement Date (as defined above). Tenant shall not be granted access to the Premises unless the conditions
specified in clauses (a), (b) and (c) above have been satisfied in full.


 


Tenant’s taking
possession of the Premises and/or commencing Tenant’s normal business operations in the Premises shall be deemed conclusive
evidence that, as of the Commencement Date, the Premises are in good order and repair.


 


Section 2.2. Holding Over. If Tenant
fails to deliver possession of the Premises on the Termination Date, but holds over after the expiration or earlier termination
of this Lease without the express prior written consent of Landlord, such tenancy shall be construed as a tenancy at sufferance
on the same terms and conditions as are contained herein, except that the Fixed Monthly Rent payable by Tenant during such period
of holding over shall automatically increase as of the Termination Date to an amount equal to one hundred fifty percent (150%)
of the Fixed Monthly Rent payable by Tenant for the calendar month immediately prior to the date when Tenant commences such holding
over (the “Holdover Rent”). During any period of holding over Tenant shall be obligated to pay Holdover Rent for a
full calendar month whether or not Tenant remains in possession of the Premises for the entire calendar month and there shall be
no pro-rata apportionment of Holdover Rent. Tenant’s payment of such Holdover Rent, and Landlord’s acceptance thereof,
shall not constitute a waiver by Landlord of any of Landlord’s rights or remedies with respect to such holding over, nor
shall it be deemed to be a consent by Landlord to Tenant’s continued occupancy or possession of the Premises past the time
period covered by Tenant’s payment of the Holdover Rent.


 


Furthermore, if Tenant
fails to deliver possession of the Premises to Landlord upon the expiration or earlier termination of this Lease, and Landlord
has theretofore notified Tenant in writing that Landlord requires possession of the Premises for a succeeding tenant, then, in
addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless
from all loss, costs (including reasonable attorneys’ fees and expenses) and liability resulting from such failure, including
without limiting the foregoing, any claims made by any succeeding tenant arising out of Tenant’s failure to so surrender,
and any lost profits to Landlord resulting therefrom.


 


Notwithstanding the provisions
contained hereinabove regarding Tenant’s liability for a continuing holdover, Landlord agrees to use commercially reasonable
efforts to insert into any future lease of another tenant proposing to occupy the Premises provisions similar to those contained
in Section 2.1, permitting mitigation of Tenant’s damages arising out of Tenant’s temporary holdover.


 


ARTICLE 3 


PAYMENT OF RENT, LATE CHARGE


 


Section 3.1. Payment of Fixed Monthly Rent
and Additional Rent. “Rent” shall mean: all payments of monies in any form whatsoever required under the terms
and provisions of this Lease, and shall consist of:


 


		a)	“Fixed Monthly Rent”, which shall be payable in equal monthly installments of $5,032.70;
plus



 


		b)	Additional Rent as provided in Article 4 and elsewhere in this Lease.



 


Section 3.2. Manner of Payment. Tenant
shall pay Fixed Monthly Rent and Additional Rent immediately upon the same becoming due and payable, without demand therefor, and
without any abatement, set off or deduction whatsoever, except as may be expressly provided in this Lease. Landlord’s failure
to submit statements to Tenant stating the amount of Fixed Monthly Rent or Additional Rent then due, including Landlord’s
failure to provide to Tenant a calculation of the adjustment as required in Section 3.3 or the Escalation Statement referred to
in Article 4, shall not constitute Landlord’s waiver of Tenant’s requirement to pay the Rent called for herein. Tenant’s
failure to pay Additional Rent as provided herein shall constitute a material default equal to Tenant’s failure to pay Fixed
Monthly Rent when due.


 





	 	 	 	 	 	 	 	 
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Rent shall be payable
in advance on the first day of each and every calendar month throughout the Term, in immediately available funds, to Landlord at
1801 Century Park East, Suite 760, Los Angeles, California 90067, or at such other place(s) as Landlord designates in writing to
Tenant. Tenant’s obligation to pay Rent shall begin on the Commencement Date and continue throughout the Term, without abatement,
setoff or deduction, except as otherwise specified hereinbelow.


 


Concurrent with Tenant’s
execution and delivery to Landlord of this Lease, Tenant shall pay to Landlord the Fixed Monthly Rent due for the first month of
the Term.


 


Section 3.3. Fixed Monthly Rent Increase.
Commencing on October 1, 2014, and continuing throughout the remainder of the initial Term, the Fixed Monthly Rent payable
by Tenant shall increase from $5,032.70 per month to $5,183.68 per month.


 


Notwithstanding the foregoing,
Tenant shall be permitted to defer one hundred percent (100%) of the Fixed Monthly Rent due for the month of October 2013 (the
amount of Fixed Monthly Rent deferred shall be referred to herein as the “Rent Deferral Amount”). So long as Tenant
has not committed a material default during the Term, which material default continues after the expiration of any notice and cure
period, the entire Rent Deferral Amount shall be abated and forgiven as of the Termination Date; provided, however, that if Tenant
does commit a material default during the Term, and if such material default continues after the expiration of any notice and cure
periods, then (a) Tenant shall pay to Landlord upon demand the entire Rent Deferral Amount due for the months of the Term prior
to the occurrence of such material default, including late charges and interest thereon at the rate of ten percent (10%) per annum,
computed from the date of such deferral, as if the same had been due if the rent deferral had not occurred, and (b) Tenant shall
not be entitled to any additional or future deferral of Fixed Monthly Rent.


 


Section 3.4. Tenant’s Payment of Certain
Taxes. Tenant shall, within thirty (30) days following Tenant’s receipt of Landlord’s invoices, reimburse Landlord,
as Additional Rent, for any and all taxes, surcharges, levies, assessments, fees and charges payable by Landlord when:


 


		a)	assessed on, measured by, or reasonably attributable to:



 


		i)	the cost or value of Tenant’s equipment, furniture, fixtures and other personal property
located in the Premises; or



 


		ii)	the cost or value of any
                                         leasehold improvements in or to the Premises in excess of $35.00 per square foot,
                                         provided the same have been made in connection with Tenant’s execution of this
                                         Lease, and without regard to whether title to or payment for such improvements vests
                                         with Tenant or Landlord;



 


		b)	on or measured by any rent payable hereunder, including, without limitation, any gross income tax,
gross receipts tax, or excise tax levied by the City or County of Los Angeles or any other governmental body with respect to the
receipt of such rent (computed as if such rent were the only income of Landlord), but solely when levied by the appropriate City
or County agency in lieu of, or as an adjunct to, such business license(s), fees or taxes as would otherwise have been payable
by Tenant directly to such taxing authority;



 


		c)	upon or with respect to the possession, leasing, operating, management, maintenance, alteration,
repair, use or occupancy by Tenant of the Premises or any portion thereof; or



 


		d)	solely because Landlord and Tenant entered into this transaction or executed any document transferring
an interest in the Premises to Tenant. If it becomes unlawful for Tenant so to reimburse Landlord, the rent payable to Landlord
under this Lease shall be revised to net Landlord the same rent after imposition of any such tax as would have been payable to
Landlord prior to the imposition of any such tax.



 


Said taxes shall
be due and payable whether or not now customary or within the contemplation of Landlord and Tenant. Notwithstanding the above,
in no event shall the provisions of this Section 3.4 serve to entitle Landlord to reimbursement from Tenant for any federal, state,
county or city income tax payable by Landlord or the managing agent of Landlord.


 


Section 3.5. Certain Adjustments.
If:


 


		a)	the Commencement Date occurs on other than January 1st of a calendar year, or this Lease expires
or terminates on other than December 31st of a calendar year;



 


		b)	the size of the Premises changes during a calendar year; or



 


		c)	any abatement of Fixed Monthly Rent or Additional Rent occurs during a calendar year,



 


then the amount payable by Tenant or reimbursable
by Landlord during such year shall be adjusted proportionately on a daily basis, and the obligation to pay such amount shall survive
the expiration or earlier termination of this Lease.


 


If the Commencement Date
occurs on other than the first day of a calendar month, or this Lease expires on a day other than the last day of a calendar month,
then the Fixed Monthly Rent and Additional Rent payable by Tenant shall be appropriately apportioned on a prorata basis for the
number of days remaining in the month of the Term for which such proration is calculated.


 


If the amount of Fixed
Monthly Rent or Additional Rent due is modified pursuant to the terms of this Lease, such modification shall take effect the first
day of the calendar month immediately following the date such modification would have been scheduled.


 


Section 3.6. Late Charge and Interest. Tenant
acknowledges that late payment by Tenant to Landlord of Fixed Monthly Rent or Additional Rent will cause Landlord to incur costs
not contemplated by this


 





	 	 	 	 	 	 	 	 
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Lease, the exact amount of which are extremely
difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges and late charges
that may be imposed on Landlord by the terms of any encumbrance and note secured by any encumbrance covering the Premises. Therefore,
if any installment of Fixed Monthly Rent or Additional Rent and other payment due from Tenant hereunder is not received by Landlord
within seven (7) business days of the date it becomes due, Tenant shall pay to Landlord on demand an additional sum equal to five
percent (5%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable settlement
against the costs that Landlord will incur by reason of Tenant’s late payment. Acceptance of any late charge shall not constitute
a waiver of Tenant’s default with respect to the overdue amount, or prevent Landlord from exercising any of the other rights
and remedies available to Landlord.


 


Every installment of Fixed
Monthly Rent and Additional Rent and any other payment due hereunder from Tenant to Landlord which is not paid within twelve (12)
business days after the same becomes due and payable shall, in addition to any Late Charge already paid by Tenant, bear interest
at the rate of ten percent (10%) per annum from the date that the same originally became due and payable until the date it is paid.
Landlord shall bill Tenant for said interest, and Tenant shall pay the same within five (5) days of receipt of Landlord’s
billing.


 


Notwithstanding the foregoing,
Tenant shall not be assessed any late charge for the first late payment in each twenty-four (24) month period of the Term so long
as Tenant pays such amount within five (5) days of Tenant’s receipt of notice that such amount has not been paid.


 


Section 3.7. Security Deposit.
Concurrent with Tenant’s execution and tendering of this Lease to Landlord, Tenant shall deposit an amount equivalent
to the Fixed Monthly Rent for the sixth (6th) month ($5,032.70), thirteenth (13th) month ($5,032.70) and
twenty-fifth (25th) month ($5,183.68) of the Term in the total sum of $15,249.08 (the “Security Deposit”).
Notwithstanding the foregoing, provided that Tenant is not in default in the performance of any of its obligations under this Lease
beyond any applicable notice and cure period, on February 1, 2014, Landlord shall credit back to Tenant the amount of $5,032.70,
which amount shall be applied to Tenant’s obligation to pay Fixed Monthly Rent for that month of February of 2014 and, if
so applied, the term “Security Deposit” shall automatically be amended to mean the amount of $10,216.38. Further, provided
that Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable notice and cure
period, on September 1, 2014, Landlord shall credit back to Tenant the amount of $5,032.70, which amount shall be applied to Tenant’s
obligation to pay Fixed Monthly Rent for that month of September of 2014, and if so applied, the term “Security Deposit”
shall automatically be amended to mean the amount of $5,183.68, which amount Tenant shall thereafter at all times maintain on deposit
with Landlord for the remainder of the initial Term as security for Tenant’s full and faithful observance and performance
of its obligations under this Lease (expressly including, without limitation, the payment as and when due of the Fixed Monthly
Rent, Additional Rent and any other sums or damages payable by Tenant hereunder and the payment of any and all other damages for
which Tenant shall be liable by reason of any act or omission contrary to any of said covenants or agreements). Landlord shall
have the right to commingle the Security Deposit with its general assets and shall not be obligated to pay Tenant interest thereon.


 


If at any time Tenant
defaults in the performance of any of its obligations under this Lease, after the expiration of notice and the opportunity to cure
(if a notice and cure period is provided for under this Lease for the particular default), then, Landlord shall not be obligated
to provide Tenant with a credit for any portion of the Security Deposit as set forth hereinabove and may:


 


		a)	apply as much of the Security Deposit as may be necessary to cure Tenant’s non-payment of
the Fixed Monthly Rent, Additional Rent and/or other sums or damages due from Tenant, including any sums due under Section 20.26
of this Lease; and/or;



 


		b)	if Tenant is in default of any of the covenants or agreements of this Lease; apply so much of the
Security Deposit as may be necessary to reimburse all expenses incurred by Landlord in curing such default; or



 


		c)	if the Security Deposit is insufficient to pay the sums specified in Section 3.7 (a) or (b), elect
to apply the entire Security Deposit in partial payment thereof, and proceed against Tenant pursuant to the provisions of Article
17 and Article 18 herein.



 


Tenant hereby waives the
provisions of Section 1950.7 of the California Civil Code, and all other laws, statutes, ordinances or other governmental rules,
regulations or requirements now in force or which may hereafter be enacted or promulgated, which (i) establish the time frame by
which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the Security Deposit
only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the
Premises, it being agreed that Landlord may, in addition, claim those sums specified in Article 18 below, and/or those sums reasonably
necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease or the acts or omission of
Tenant or any Tenant Party. As used in this Lease a “Tenant Party” shall mean Tenant, any employee of Tenant, or any
agent, authorized representative, design consultant or construction manager engaged by or under the control of Tenant.


 


If, as a result of Landlord’s
application of any portion or all of the Security Deposit, the amount held by Landlord declines to less than the amount of Security
Deposit required under this Section 3.7, Tenant shall, within ten (10) days after demand therefor, deposit with Landlord additional
cash sufficient to bring the then-existing balance held as the Security Deposit to the amount specified hereinabove. Tenant’s
failure to deposit said amount shall constitute a material breach of this Lease.


 


At the expiration or earlier
termination of this Lease, Landlord shall deduct from the Security Deposit being held on behalf of Tenant any unpaid sums, costs,
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to the provisions of this Lease; and/or any
costs required to cure Tenant’s default or performance of any other covenant or agreement of this Lease, and shall, within
thirty (30) days after the expiration or earlier termination of this Lease, return to Tenant, without interest, all or such part
of the Security Deposit as then remains on deposit with Landlord.


 


ARTICLE 4


ADDITIONAL RENT


 


Section 4.1.
Certain Definitions. As used in this Lease:


 


		a)	“Escalation Statement” means a statement by Landlord, setting forth the amount payable
by Tenant or by Landlord, as the case may be, for a specified calendar year pursuant to this Article 4.



 


		b)	“Operating Expenses” means the following in a referenced calendar year, including the
Base Year as hereinafter defined, calculated assuming the Building is at least ninety-five percent (95%) occupied: all costs of
management, operation, maintenance, and repair of the Building.



 


By way of illustration
only, Operating Expenses shall include, but not be limited to: management fees, which shall not exceed those reasonable and customary
in the geographic area in which the Building is located; water and sewer charges; any and all insurance premiums not otherwise
directly payable by Tenant; license, permit and inspection fees; air conditioning (including repair of same); heat; light; power
and other utilities; steam; labor; cleaning and janitorial services; guard services; supplies; materials; equipment and tools.


 


Operating Expenses shall
also include the cost or portion thereof of those capital improvements made to the Building by Landlord during the Term;


 


		i)	to the extent that such capital improvements reduce other direct expenses, when the same were made to the Building by Landlord
after the Commencement Date, or



 


		ii)	that are required under any governmental law or regulation that was not applicable to the Building as of the Commencement Date.



 


Said capital improvement
costs, or the allocable portion thereof (as referred to in clauses (i) and (ii) above), shall be amortized pursuant to generally-accepted
accounting principles, together with interest on the unamortized balance at the rate of ten percent (10%) per annum.


 


Operating Expenses shall
also include all general and special real estate taxes, increases in assessments or special assessments and any other ad valorem
taxes, rates, levies and assessments paid during a calendar year (or portion thereof) upon or with respect to the Building and
the personal property used by Landlord to operate the Building, whether paid to any governmental or quasi-governmental authority,
and all taxes specifically imposed in lieu of any such taxes (but excluding taxes referred to in Section 3.4 for which Tenant or
other tenants in the Building are liable) including fees of counsel and experts, reasonably incurred by, or reimbursable by Landlord
in connection with any application for a reduction in the assessed valuation of the Building and/or the land thereunder or for
a judicial review thereof, (collectively “Appeal Fees”), but solely to the extent that the Appeal Fees result directly
in a reduction of taxes otherwise payable by Tenant. However, in no event shall the portion of Operating Expenses used to calculate
any billing to Tenant attributable to real estate taxes and assessments for any expense year be less than the billing for real
estate taxes and assessments during the Base Year.


 


Operating Expenses shall
also include, but not be limited to, the premiums for the following insurance coverage: all-risk, structural, fire, boiler and
machinery, liability, earthquake and for replacement of tenant improvements to a maximum of $35.00 per usable square foot, and
for such other coverage(s), and at such policy limit(s) as Landlord deems reasonably prudent and/or are required by any lender
or ground lessor, which coverage and limits Landlord may, in Landlord’s reasonable discretion, change from time to time.


 


If, in any calendar year
following the Base Year, as defined hereinbelow (a “Subsequent Year”), a new expense item (e.g., earthquake insurance,
concierge services; entry card systems), is included in Operating Expenses which was not included in the Base Year Operating Expenses,
then the cost of such new item shall be added to the Base Year Operating Expenses for purposes of determining the Additional Rent
payable under this Article 4 for such Subsequent Year. During each Subsequent Year, the same amount shall continue to be included
in the computation of Operating Expenses for the Base Year, resulting in each such Subsequent Year Operating Expenses only including
the increase in the cost of such new item over the Base Year, as so adjusted. However, if in any Subsequent Year thereafter, such
new item is not included in Operating Expenses, no such addition shall be made to Base Year Operating Expenses.


 


Conversely, as reasonably
determined by Landlord, when an expense item that was originally included in the Base Year Operating Expenses is, in any Subsequent
Year, no longer included in Operating Expenses, then the cost of such item shall be deleted from the Base Year Operating Expenses
for purposes of determining the Additional Rent payable under this Article 4 for such Subsequent Year. The same amount shall continue
to be deleted from the Base Year Operating Expenses for each Subsequent Year thereafter that the item is not included. However,
if such expense item is again included in the Operating Expenses for any Subsequent Year, then the amount of said expense item
originally included in the Base Year Operating Expenses shall again be added back to the Base Year Operating Expenses.


 


		c)	Exclusions from Operating Expenses. Notwithstanding anything contained
in the definition of Operating Expenses as set forth in Subsection 4.1(b) of this Lease, Operating Expenses shall not include the
following:



 





	 	 	 	 	 	 	 	 
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	i.		The costs of repairs to the Building, if and to the extent that any such costs is actually reimbursed
by the insurance carried by Landlord or subject to award under any eminent domain proceeding;



 


	ii.		Depreciation, amortization and interest payments, except as specifically permitted herein or except
on materials, tools supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might
otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been
included in the charge for such third party’s services. In such a circumstance, the inclusion of all depreciation, amortization
and interest payments shall be determined pursuant to generally accepted accounting principles, consistently applied, amortized
over the reasonably anticipated useful life of the capital item for which such amortization, depreciation or interest allocation
was calculated;



 


	iii.		Marketing costs, including leasing commissions, attorneys’ fees incurred in connection with
the negotiation and preparation of letters, deal memos, letters of intent, leases subleases and/or assignments, space planning
costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions
with present or prospective tenants or other occupants of the Building;



 


	iv.		Expenses for services not offered to Tenant or for which Tenant is charged directly, whether or
not such services or other benefits are provided to another tenant or occupant of the Building;



 


	v.		Costs incurred due to Landlord’s or any tenant of the Building’s violation, other than
Tenant, of the terms and conditions of any lease or rental agreement in the Building;



 


	vi.		Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any
other debt instrument encumbering the Building or the land thereunder;



 


	vii.		Costs associated with operating the entity which constitutes Landlord, as the same are distinguished
from the costs of operation of the Building, including partnership accounting and legal matters, costs of defending any lawsuits
with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating
any of Landlord’s interest in the Building, costs (including attorneys’ fees and costs of settlement judgments and
payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation
or arbitration pertaining to Landlord’s ownership of the Building;



 


	viii.		Leasing advertising and promotional expenditures, and costs of leasing signs in or on the Building
identifying the owner of the Building, or other tenants signs;



 


	ix.		Electric, gas or other power costs for which (and only to the extent) Landlord has been directly
reimbursed by another tenant or occupant of the Building, or for which any tenant directly contracts with the local public service
company;



 


	x.		Costs, including attorneys’ fees and settlement judgments and/or payments in lieu thereof,
arising from actual or potential claims, disputes, litigation or arbitration pertaining to Landlord and/or the Building;



 


	xi.		Costs incurred with respect to the installation of Tenant’s or other occupant’s improvements
or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for Tenant or other occupants
of the Building;



 


	xii.		Tax penalties and interest incurred as a result of Landlord’s negligent or willful failure
to make payments and/or to file any income tax or informational return(s) when due, unless such non-payment is due to Tenant’s
nonpayment of rent;



 


	xiii.		Any charitable or political contributions;



 


	xiv.		The purchase or rental price of any sculpture, paintings or other object of art (except for costs
associated with any common area fountains), whether or not installed in, on or upon the Building;



 


	xv.		Costs of repairs which would have been covered by casualty insurance but for Landlord’s failure
to maintain casualty insurance to cover the replacement value of the Building as required by this Lease;



 


	xvi.		Capital expenditures not otherwise permitted hereunder; and



 


	xvii.		The assessment or billing of operating expenses that results in Landlord being reimbursed more
than one hundred percent (100%) of the total expenses for the calendar year in question.



 


		d)	“Tenant’s Share”
means 0.45%.



 


Section 4.2. Calculation of Tenant’s
Share of Increases in Operating Expenses. If, commencing with the calendar year 2015, the Operating Expenses for any calendar
year during the Term, or portion thereof, (including the last calendar year of the Term), have increased over the Operating Expenses
for the calendar year 2014 (the “Base Year”), then within thirty (30) days after Tenant’s receipt of Landlord’s
computation of such increase (an “Escalation Statement”), Tenant shall pay to Landlord, as Additional Rent, an amount
equal to the product obtained by multiplying such increase by Tenant’s Share.


 


Landlord may, at or after
the start of any calendar year subsequent to the Base Year, notify Tenant of the amount which Landlord estimates will be Tenant’s
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Expenses for such calendar year over
the Base Year and the amount thereof shall be added to the Fixed Monthly Rent payments required to be made by Tenant in such year.
If Tenant’s Share of any such increase in rent payable hereunder as shown on the Escalation Statement is greater or less
than the total amounts actually billed to and paid by Tenant during the year covered by such statement, then within thirty (30)
days thereafter, Tenant shall pay in cash any sums owed Landlord or, if applicable, Tenant shall either receive a credit against
any Fixed Monthly Rent and/or Additional Rent next accruing for any sum owed Tenant, or if Landlord’s Escalation Statement
is rendered after the expiration or earlier termination of this Lease and indicates that Tenant’s estimated payments have
exceeded the total amount to which Tenant was obligated, then provided that Landlord is not owed any other sum by Tenant, Landlord
shall issue a cash refund to Tenant within thirty (30) days after Landlord’s completion of such Escalation Statement.


 


Section 4.3. Tenant’s Payment
of Direct Charges as Additional Rent. Tenant shall promptly and duly pay all costs and expenses incurred for or in connection
with any Tenant Change (as such term is defined in Section 12.12 of this Lease) or Tenant Service (as such term is defined in Section
8.10 of this Lease), and discharge any mechanic’s or other lien created against the Premises, Building or the Real Property arising
as a result of or in connection with any Tenant Change or Tenant Service as Additional Rent by paying the same, bonding or manner
otherwise provided by law.


 


Any other cost, expense,
charge, amount or sum (other than Fixed Monthly Rent) payable by Tenant as provided in this Lease shall also be considered Additional
Rent.


 


Certain individual items
of cost or expense may, in the reasonable determination of Landlord, be separately charged and billed to Tenant by Landlord, either
alone or in conjunction with another party or parties, if they are deemed in good faith by Landlord to apply solely to Tenant and/or
such other party or parties and are not otherwise normally recaptured by Landlord as part of normal operating expenses. Insofar
as is reasonable, Landlord shall attempt to give Tenant prior notice and the opportunity to cure any circumstance that would give
rise to such separate and direct billing.


 


Said separate billing
shall be paid as Additional Rent, regardless of Tenant’s Share. Such allocations by Landlord shall be binding on Tenant unless
patently unreasonable, and shall be payable within fifteen (15) days after receipt of Landlord’s billing therefor.


 


ARTICLE 5


ETHICS


 


Section 5.1. Ethics. Landlord
and Tenant agree to conduct their business or practice in compliance with any appropriate and applicable codes of professional
or business practice.


 


ARTICLE 6


USE OF PREMISES


 


Section 6.1. Use. The Premises
shall only be used for general office use consistent with the operation of a first-class office building in the Century City area
(the “Specified Use”) and for no other purposes, without Landlord’s prior written consent, which consent shall
be in Landlord’s sole discretion. Any proposed revision of the Specified Use by Tenant shall be for a use consistent with
those customarily found in first-class office buildings. Reasonable grounds for Landlord withholding its consent shall include,
but not be limited to:


 


		a)	the proposed use will place a disproportionate burden on the Building systems;



 


		b)	the proposed use is for governmental or medical purposes or for a company whose primary business
is that of conducting boiler-room type transactions or sales;



 


		c)	the proposed use would generate excessive foot traffic to the Premises and/or Building.



 


So long as Tenant is in
control of the Premises, Tenant covenants and agrees that it shall not use, suffer or permit any person(s) to use all or any portion
of the Premises for any purpose in violation of the laws of the United States of America, the State of California, or the ordinances,
regulations or requirements of the City or County of Los Angeles, or other lawful authorities having jurisdiction over the Building.


 


Tenant shall not do or
permit anything to be done in or about the Premises which will in any way obstruct or unreasonably interfere with the rights of
other tenants or occupants of the Building, or injure or annoy them. Tenant shall not use or allow the Premises to be used for
any pornographic or violent purposes, nor shall Tenant cause, commit, maintain or permit the continuance of any nuisance or waste
in, on or about the Premises. Tenant shall not use the Premises in any manner that in Landlord’s reasonable judgment would
adversely affect or interfere with any services Landlord is required to furnish to Tenant or to any other tenant or occupant of
the Building, or that would interfere with or obstruct the proper and economical rendition of any such service.


 


Section 6.2. Exclusive Use. Landlord
represents that Tenant’s Specified Use of the Premises does not conflict with exclusive use provisions granted by Landlord
in other leases for the Building. Landlord further agrees that it shall, in the future, not grant an exclusive use privilege to
any other tenant in the Building that will prevent Tenant from continuing to use the Premises for its Specified Use.


 


Tenant acknowledges and
agrees that it shall not engage in any of the uses specified hereinbelow, for which Landlord has already granted exclusive rights:
None.


 


Provided that Tenant has
received written notice of the same from Landlord, and further provided that Landlord does not grant a future exclusive use right
that prohibits Tenant from engaging in the


 





	 	 	 	 	 	 	 	 
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Specified Use, then Tenant agrees that
it shall not violate any exclusive use provision(s) granted by Landlord to other tenants in the Building.


 


Section 6.3. Rules and Regulations. Tenant
shall observe and comply with the rules and regulations set forth in Exhibit C, and such other and further reasonable and non-discriminatory
rules and regulations as Landlord may make or adopt and communicate to Tenant in writing at any time or from time to time, when
said rules, in the reasonable judgment of Landlord, may be necessary or desirable to ensure the first-class operation, maintenance,
reputation or appearance of the Building. However, if any conflict arises between the provisions of this Lease and any such rule
or regulation, the provisions of this Lease shall control.


 


Provided Landlord makes
commercially reasonable efforts to seek compliance by all occupants of the Building with the rules and regulations adopted by Landlord,
Landlord shall not be responsible to Tenant for the failure of any other tenants or occupants of the Building to comply with said
rules and regulations.


 


ARTICLE 7


CONDITION UPON VACATING & REMOVAL OF
PROPERTY


 


Section 7.1. Condition upon Vacating. At
the expiration or earlier termination of this Lease, Tenant shall:


 


		a)	terminate its occupancy of, quit and surrender to Landlord, all or such portion of the Premises
upon which this Lease has so terminated, broom-clean and in the same condition as received except for:



 


		i)	ordinary wear and tear, or



 


		ii)	loss or damage by fire or other casualty; and



 


		b)	surrender the Premises free of any and all debris and trash and any of Tenant’s personal
property, furniture, fixtures and equipment that do not otherwise become a part of the Real Property, pursuant to the provisions
contained in Section 7.2 hereinbelow; and



 


		c)	at Tenant’s sole expense, forthwith and with all due diligence remove any Tenant Change (as
defined in Section 12.12 of this Lease) and, if requested by Landlord in Landlord’s sole and absolute discretion, restore
the Premises to its original condition, reasonable wear and tear excepted. However, Tenant shall only be obligated to remove said
Tenant Change if (i) the Tenant Change was made without Landlord’s approval; (ii) the Tenant Change is an over standard improvement;
and/or (iii) Landlord notified Tenant of its obligation to do so at the time Landlord approved Tenant’s request for a Tenant
Change. If Tenant fails to complete such removal and/or restoration and/or to repair any damage caused by the removal or restoration
of any Tenant Change, Landlord may do so and may charge the cost thereof to Tenant pursuant to Section 20.26 of this Lease or deduct
the cost from the Security Deposit under Section 3.7 of this Lease. Tenant shall not be obligated to remove the initial Improvements,
except as otherwise provided herein, or any data or telecom cabling installed by or for Tenant in the Premises. In addition, at
the expiration or earlier termination of this Lease, Tenant shall remove any security system or devices installed by Tenant whether
or not the installation was performed as part of the initial Improvements constructed in the Premises or after such time, and Tenant
shall repair any damage caused by such removal.



 


Section 7.2. Tenant’s Property. All
fixtures, equipment, improvements and installations attached or built into the Premises at any time during the Term shall, at the
expiration or earlier termination of this Lease, be deemed the property of Landlord; become a permanent part of the Premises and
remain therein. However, if said equipment, improvements and/or installations can be removed without causing any structural damage
to the Premises, then, provided after such removal Tenant restores the Premises to the condition existing prior to installation
of Tenant’s trade fixtures or equipment, Tenant shall be permitted, at Tenant’s sole expense, to remove said trade
fixtures and equipment.


 


The provisions of this
Article 7 shall survive the expiration or earlier termination of this Lease.


 


ARTICLE 8 


UTILITIES AND SERVICES


 


Section 8.1. Normal Building Hours / Holidays.
The “Normal Business Hours” of the Building, during which Landlord shall furnish the services specified in this
Article 8 are defined as 8:00 A.M. to 6:00 P.M., Monday through Friday, and 9:00 A.M. to 1:00 P.M. on Saturday, any one or more
Holiday(s) excepted.


 


The “Holidays”
which shall be observed by Landlord in the Building are defined as any federally-recognized holiday and any other holiday specified
herein, which are: New Years Day, Presidents’ Day, Memorial Day, the 4th of July, Labor Day, Thanksgiving Day, the day after
Thanksgiving, and Christmas Day (each individually a “Holiday”). Tenant acknowledges that the Building shall be closed
on each and every such Holiday, and Tenant shall not be guaranteed access to Landlord or Landlord’s managing agent(s) on
each such Holiday.


 


Section 8.2. Access to the Building and
General Services. Subject to Force Majeure and any power outage(s) which may occur in the Building when the same are out of
Landlord’s reasonable control, Landlord shall furnish the following services to the Premises twenty-four (24) hours per day,
seven days per week:


 


		a)	during Normal Business Hours, bulb replacement for building standard lights;



 


		b)	access to and use of the parking facilities for persons holding valid parking permits;



 


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		d)	use of electrical lighting on an as-needed basis within the Premises; and



 


		e)	use of a reasonable level of water for kitchen and toilet facilities in the Premises and Common
Area bathrooms.



 


Section 8.3. Janitorial Services. Landlord
shall furnish the Premises with reasonable and customary janitorial services five (5) days per business week, except when the Building
is closed on any Holiday. Landlord shall retain the sole discretion to choose and/or revise the janitorial company providing said
services to the Premises and/or Building.


 


Section 8.4. Security Services. Tenant
acknowledges that Landlord currently provides uniformed guard service to the Building from twenty-four (24) hours per day, seven
(7) days per week, solely for the purposes of providing surveillance of, and information and directional assistance to persons
entering the Building.


 


Tenant acknowledges that
such guard service shall not provide any measure of security or safety to the Building or the Premises, and that Tenant shall take
such actions as it may deem necessary and reasonable to ensure the safety and security of Tenant’s property or person or
the property or persons of Tenant’s agents, clients, contractors, directors, employees, invitees, licensees, officers, partners
or shareholders. Tenant agrees and acknowledges that, except in the case of the gross negligence or willful misconduct of Landlord
or its directors, employees, officers, partners or shareholders, Landlord shall not be liable to Tenant in any manner whatsoever
arising out of the failure of Landlord’s guard service to secure any person or property from harm.


 


Tenant agrees and acknowledges
that Landlord, in Landlord’s sole discretion, shall have the option, but not the obligation to add, decrease, revise the
hours of and/or change the level of services being provided by any guard company serving the Building. Tenant further agrees that
Tenant shall not engage or hire any outside guard or security company without Landlord’s prior written consent, which shall
be in Landlord’s sole discretion.


 


Section 8.5. Utilities. During Normal
Business Hours Landlord shall furnish a reasonable level of water, heat, ventilation and air conditioning (“HVAC”),
and a sufficient amount of electric current to provide customary business lighting and to operate ordinary office business machines,
such as a single personal computer and ancillary printer per two hundred and fifty (250) usable square feet contained in the Premises,
facsimile machines, small copiers customarily used for general office purposes, and such other equipment and office machines as
do not result in above-standard use of the existing electrical system. So long as the same remain reasonably cost competitive,
Landlord shall retain the sole discretion to choose the utility vendor(s) to supply such services to the Premises and the Building.


 


Except with the prior
written consent of Landlord, which shall not be unreasonably withheld, conditioned and/or delayed, Tenant shall not install or
use any equipment, apparatus or device in the Premises that requires the installation of a 208 voltage circuit; consumes more than
five (5) kilowatts per hour per item; or the aggregate use of which will in any way increase the connected load to more than 5
Watts per usable square foot, or cause the amount of electricity to be furnished or supplied for use in the Premises to more than
1.2 kWh per usable square foot, per month.


 


Except with the prior
written consent of Landlord, Tenant shall not connect any electrical equipment to the electrical system of the Building, except
through electrical outlets already existing in the Premises, nor shall Tenant pierce, revise, delete or add to the electrical,
plumbing, mechanical or HVAC systems in the Premises.


 


Section 8.6. After Hours HVAC and/or Excess
Utility Usage. If Tenant requires HVAC service during other than Normal Business Hours (“Excess HVAC”), Tenant
shall make its request in writing at least six (6) hours before the close of the normal business day. Otherwise, Landlord shall
have no obligation to provide Excess HVAC. Tenant’s request shall be deemed conclusive evidence of its willingness to pay
the costs specified herein. The current charge for Excess HVAC is $113.00 per hour with a four (4) hour minimum, and shall be subject
to increases during the Term based on increases in Landlord’s cost to provide Excess HVAC.


 


If Tenant requires electric
current in excess of the amounts specified hereinabove, water or gas in excess of that customarily furnished to the Premises as
office space (“Excess Utility Use”), Tenant shall first procure Landlord’s prior written consent to such Excess
Utility Use, which Landlord may reasonably refuse.


 


In lieu of Landlord’s
refusal, Landlord may cause a meter or sub-meter to be installed to measure the amount of water, gas and/or electric current consumed
by Tenant in the Premises. The cost of any such meter(s), and the installation, maintenance, and repair thereof, shall be paid
by Tenant as Additional Rent.


 


After completing installation
of said meter(s), and/or if Tenant requests Excess HVAC, then Tenant shall pay, as Additional Rent, within thirty (30) calendar
days after Tenant’s receipt of Landlord’s billing, for the actual amounts of all water, steam, compressed air, electric
current and/or Excess HVAC consumed beyond the normal levels Landlord is required herein to provide. Said billing shall be calculated
on the usage indicated by such meter(s), sub-meter(s), or Tenant’s written request therefor, and shall be issued by Landlord
at the rates charged for such services by the local public utility furnishing the same, plus any additional expense reasonably incurred
by Landlord in providing said Excess Utility Use and/or in keeping account of the water, steam, compressed air and electric current
so consumed, plus an administrative and billing fee equal to fifteen percent (15%) of the costs so billed.


 


Section 8.7. Changes Affecting HVAC. Tenant
shall also pay as Additional Rent for any additional costs Landlord incurs to repair any failure of the HVAC equipment and systems
to perform their function when said failure arises out of or in connection with any change in, or alterations to, the arrangement
of partitioning in the Premises after the Commencement Date, or from occupancy by, on average, more than


 





	 	 	 	 	 	 	 	 
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one person for every two
hundred fifty (250) usable square feet of the Premises, or from Tenant’s failure to keep all HVAC vents within the Premises
free of obstruction.


 


Section 8.8. Damaged or Defective Systems.
Tenant shall give written notice to Landlord after Tenant becomes aware of any alleged damage to, or defective condition in
any part or appurtenance of the Building’s sanitary, electrical, HVAC or other systems serving, located in, or passing through,
the Premises. Provided that the repair or remedy of said damage or defective condition is within the reasonable control of Landlord,
it shall be remedied by Landlord with reasonable diligence. Otherwise, Landlord shall make such commercially reasonable efforts
as may be available to Landlord to effect such remedy or repair, but Landlord shall not be liable to Tenant for any failure thereof,
nor shall Tenant be entitled to claim any damages arising from any such damage or defective condition nor shall Tenant be entitled
to claim any eviction by reason of any such damage or defective condition.


 


If such damage or defective
condition was caused by, or is attributed to, a Tenant Change or the unreasonable or improper use of such system(s) by Tenant or
its employees, licensees or invitees:


 


		a)	the cost of the remedy thereof shall be paid by Tenant as Additional Rent pursuant to the provisions
of Section 4.3;



 


		b)	in no event shall Tenant be entitled to any abatement of rent as specified above; and



 


		c)	Tenant shall be estopped from making any claim for damages arising out of Landlord’s repair
thereof.



 


Section 8.9. Limitation on Landlord’s
Liability for Failure to Provide Utilities and/or Services. Tenant hereby releases the Landlord Parties from any liability
for damages, by abatement of rent or otherwise, for any failure or delay in furnishing any of the services or utilities specified
in this Article 8 (including, but not limited to telephone and telecommunication services), or for any diminution in the quality
or quantity thereof.


 


Tenant’s release
of the Landlord Parties’ liability shall be applicable when such failure, delay or diminution is occasioned, in whole or
in part, by repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by Landlord’s inability
to secure electricity, gas, water or other fuel at the Building after Landlord’s reasonable effort to do so, by accident
or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause. Such failures, delays or diminution
shall never be deemed to constitute a constructive eviction or disturbance of Tenant’s use and possession of the Premises,
or serve to relieve Tenant from paying Rent or performing any of its obligations under this Lease.


 


Furthermore, the Landlord
Parties shall not be liable under any circumstances for a loss of, injury to, or interference with, Tenant’s business, including,
without limitation, any loss of profits occurring or arising through or in connection with or incidental to Landlord’s failure
to furnish any of the services or utilities required by this Article 8.


 


Notwithstanding the above,
Landlord shall use commercially reasonable efforts to remedy any delay, defect or insufficiency in providing the services and or
utilities required hereunder.


 


Notwithstanding the foregoing,
if Tenant is prevented from using and does not use, the Premises or any portion thereof, as a result of Landlord’s failure
to provide services or utilities as required by this Lease and the restoration of such services or utilities is within Landlord’s
reasonable control (an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event and if such
Abatement Event continues for six (6) consecutive business days after Landlord’s receipt of any such Notice (the “Eligibility
Period”), and such failure is not attributable to, or caused by, the acts of Tenant, or a cause beyond Landlord’s reasonable
control, then the Fixed Monthly Rent and Additional Rent shall be abated or reduced, as the case may be, after expiration of the
Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises, or a portion
thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does
not use (“Unusable Area”), bears to the total rentable area of the Premises; provided, however, in the event that Tenant
is prevented from using, and does not use, the Unusable Area for a period of time in excess of the Eligibility Period and the remaining
portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein and if Tenant does not conduct
its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is
so prevented from effectively conducting its business therein, the Fixed Monthly Rent and Additional Rent for the entire Premises
shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant
reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion
that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable
by Tenant from the date Tenant reoccupies such portion of the Premises. Such right to abate Fixed Monthly Rent and Additional Rent
shall be Tenant’s sole and exclusive remedy at law or in equity for an Abatement Event.


 


Section 8.10. Tenant Provided Services.
Tenant shall make no contract or employ any labor in connection with the maintenance, cleaning or other servicing of the physical
structures of the Premises or for installation of any computer, telephone or other cabling, equipment or materials provided in
or to the Premises (collectively and individually a “Tenant Service”) without the prior consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not permit the use of any labor, material or equipment
in the performance of any Tenant Service if the use thereof, in Landlord’s reasonable judgment, would violate the provisions
of any agreement between Landlord and any union providing work, labor or services in or about the Premises, Building and/or disturb
labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the
Common Areas. If any violation, disturbance, interference or conflict occurs, Tenant,


 





	 	 	 	 	 	 	 	 
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upon demand by Landlord, shall
immediately cause all contractors or subcontractors or all materials causing the violation, disturbance, interference,
difficulty or conflict, to leave or be removed from the Building or the Common Areas immediately. Tenant shall indemnify and
hold Landlord harmless from and against all claims, suits, demands, damages, judgments, costs, interest and expenses
(including attorneys fees and costs incurred in the defense thereof) to which Landlord may be subject or suffer when the same
arise out of or in connection with the use of, work in, construction to, or actions in, on, upon or about the Premises by
Tenant or Tenant’s agents, contractors, directors, employees, licensees, officers, partners or shareholders, including
any actions relating to the installation, placement, removal or financing of any Tenant Service, improvements, fixtures
and/or equipment in, on, upon or about the Premises.


 


ARTICLE 9


TENANT’S INDEMNIFICATION AND LIMITATION
ON LANDLORD’S LIABILITY


 


Section 9.1. Tenant’s Indemnification
and Hold Harmless. Tenant shall indemnify and hold the Landlord Parties harmless from and against all claims, suits, demands,
damages, judgments, costs, interest and expenses (including attorneys fees and costs incurred in the defense thereof) to which
any the Landlord Parties may be subject or suffer when the same arise out of the negligence or willful misconduct of Tenant or
the negligence or willful misconduct of Tenant’s agents, contractors, directors, employees, licensees, officers, partners
or shareholders in connection with the use of, work in, construction to, or actions in, on, upon or about the Premises, including
any actions relating to the installation, placement, removal or financing of any Tenant Change, improvements, fixtures and/or equipment
in, on, upon or about the Premises.


 


Tenant’s indemnification
shall extend to any and all claims and occurrences, whether for injury to or death of any person or persons, or for damage to property
(including any loss of use thereof), or otherwise, occurring during the Term or prior to the Commencement Date and to all claims
arising from any condition of the Premises due to or resulting from any default by Tenant in the keeping, observance or performance
of any covenant or provision of this Lease, or from the negligence or willful misconduct of Tenant or the negligence or willful
misconduct of Tenant’s agents, contractors, directors, employees, licensees, officers, partners or shareholders.


 


Section 9.2. Nullity of Tenant’s
Indemnification in Event of Negligence. Notwithstanding anything to the contrary contained in this Lease, Tenant’s indemnification
shall not extend to the negligence or willful misconduct of Landlord or the negligence or willful misconduct of Landlord’s
agents, contractors, directors, employees, officers, partners or shareholders, nor to such events and occurrences for which Landlord
otherwise carries insurance coverage.


 


Section 9.3. Tenant’s Waiver of Liability.
Provided and to the extent that any injury or damage suffered by Tenant or Tenant’s agents, clients, contractors, directors,
employees, invitees, officers, partners, and/or shareholders did not arise out of the negligence or willful misconduct of any Landlord
Parties, Tenant shall make no claim against Landlord and Landlord shall not be liable or responsible in any way for, and Tenant
hereby waives all claims against Landlord with respect to or arising out of injury or damage to any person or property in or about
the Premises by or from any cause whatsoever.


 


Section 9.4. Limitation of Landlord’s
Liability. Tenant expressly agrees that, notwithstanding anything in this Lease and/or any applicable law to the contrary,
the liability of the Landlord Parties, and any recourse by Tenant against Landlord or the Landlord Parties shall be limited solely
and exclusively to Tenant’s actual direct, but not consequential, damages therefor and shall be recoverable only from the
interest of Landlord in the Building.


 


Tenant specifically agrees
that the Landlord Parties shall have any personal liability therefor. Further, Tenant hereby expressly waives and releases such
personal liability on behalf of itself and all persons claiming by, through or under Tenant.


 


Section 9.5. Transfer of Landlord’s
Liability. Tenant expressly agrees that, to the extent that any transferee assumes the obligations of Landlord hereunder in
writing, then the covenants and agreements on the part of Landlord to be performed under this Lease which arise and/or accrue after
the date of such transfer shall not be binding upon Landlord herein named from and after the date of transfer of its interest in
the Building.


 


Section 9.6. Landlord’s Indemnification.
Notwithstanding any contrary provision of this Lease, Landlord shall indemnify, and hold Tenant and Tenant’s agents,
clients, directors, officers, partners, employees, shareholders and contractors harmless from and against, any and all claims,
causes of action, liabilities, losses, reasonable costs and expenses, including reasonable attorney’s fees and court costs,
arising from or in connection with:


 


		a)	Any activity occurring, or condition existing, at or in the Building and/or the Real Property (other
than in the Premises) when such activity or condition is under the reasonable control of Landlord, except and to the extent the
same is caused by the negligence or willful misconduct of Tenant or Tenant’s employees, agents, licensee, invitees, or contractors,
or by Tenant’s breach or default in the performance of any obligation under this Lease;



 


		b)	Any activity occurring, or condition existing in the Premises when and to the extent caused by
the negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors; or



 


		c)	Any material breach by Landlord of any of Landlord’s obligations under this Lease that extend
after the expiration of any notice and cure period.



 





	 	 	 	 	 	 	 	 
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ARTICLE 10 


COMPLIANCE WITH LAWS


 


Section 10.1. Tenant’s Compliance
with Laws. Tenant shall not use, permit to be used, or permit anything to be done in or about all or any portion of the Premises
which will in any way violate any laws, statutes, ordinances, rules, orders or regulations duly issued by any governmental authority
having jurisdiction over the Premises, or by the Board of Fire Underwriters (or any successor thereto) (collectively “Codes”).


 


Section 10.2. Tenant to Comply at Sole Expense.
Tenant shall, at its sole expense, promptly remedy any violation of such Codes. Notwithstanding the foregoing, nothing contained
in this Section 10.2 shall require or permit Tenant to make any structural changes to the Premises, unless such changes are required
due to either Tenant or Tenant’s agents, clients, contractors, directors, employees, invitees, licensees, officers, partners
or shareholders use of the Premises for purposes other than general office purposes consistent with a Class A office building,
in which case any such change in use shall be subject to the restrictions specified in Section 6.1 of this Lease.


 


Section 10.3. Conclusive Evidence of Violation.
The judgment of any court of competent jurisdiction; Tenant’s admission; or the admission of any one or more of Tenant’s
agents, contractors, directors, employees, officers, partners or shareholders in any action against Tenant, whether or not Landlord
is a party thereto, that Tenant has so violated any one or more Codes shall be conclusive evidence of such violation as between
Landlord and Tenant.


 


ARTICLE 11 


ASSIGNMENT AND SUBLETTING


 


Section 11.1. Permission Required for Assignment
or Sublet. Unless Landlord’s prior written consent has been given, which consent shall not be unreasonably withheld,
conditioned and/or delayed (subject to the express provisions of this Article 11), this Lease shall not, nor shall any interest
herein, be assignable as to the interest of Tenant by operation of law; nor shall Tenant:


 


		a)	assign Tenant’s interest in this Lease; or



 


		b)	sublet the Premises or any part thereof or permit the Premises or any part thereof to be utilized
by anyone other than Tenant, whether as by a concessionaire, franchisee, licensee, permittee or otherwise (collectively, a “sublease”).



 


In addition, except for
Transfers under clauses (a) or (b), Tenant shall not mortgage, pledge, encumber or otherwise transfer this Lease, the Term and/or
estate hereby granted or any interest herein without Landlord’s prior written consent, which consent may be granted or withheld
in Landlord’s sole and absolute discretion.


 


Any assignment, mortgage,
pledge, encumbrance, transfer or sublease (collectively, any “Transfer”) without Landlord’s prior written consent
shall be voidable, and, in Landlord’s sole election, shall constitute a material default under this Lease.


 


Section 11.2. Voluntary Assignment due to
Changes in Structure of Tenant. Any dissolution, merger, consolidation, or other reorganization of Tenant, or the single sale
or other transfer of a controlling percentage of the capital stock of Tenant (other than the sale of such stock pursuant to a public
offering that results in a majority of the same members of the Board and executive officers remaining in control of said corporation)
and or the single sale of fifty percent (50%) or more of the value of the assets of Tenant, shall be deemed a voluntary assignment.
The phrase “controlling percentage” means the ownership of, and the right to vote stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding, and entitled to
vote for the election of directors. Notwithstanding anything to the contrary contained herein, the preceding paragraph shall not
apply to corporations whose stock is traded through a recognized United States exchange or over the counter.


 


Any withdrawal or change
(whether voluntary, involuntary, or by operation of law) in the partnership by one or more partners who own, in the aggregate fifty
percent (50%) or more of the partnership, or the dissolution of the partnership, shall be deemed a voluntary assignment.


 


If Tenant is comprised
of more than one individual, a purported assignment (whether voluntary, involuntary, or by operation of law), by any one of the
persons executing this Lease shall be deemed a voluntary assignment.


 


Section 11.2.1. Affiliated Companies/Restructuring
of Business Organization. Any contrary provision of this Article 11 notwithstanding, the assignment by Tenant of all of its
rights under this Lease or the subletting by Tenant of all or any portion of the Premises to (i) a parent or subsidiary of Tenant,
(ii) any person or entity which controls, is controlled by or under common control with Tenant, (iii) any entity which purchases
all or substantially all of the assets or stock of Tenant, (iv) any entity into which Tenant is merged or consolidated, or (v)
any entity which results from the merger or consolidation of entities which control, are controlled by or under common control
with Tenant (all such persons or entities described in (i), (ii), (iii), (iv) and (v) being sometimes hereinafter referred to as
“Affiliates”) shall not be deemed a Transfer under this Article 11 and thus shall not be subject to Landlord’s
prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that:


 


		a)	Any such Affiliate was not formed
                                         as a subterfuge to avoid the obligations of this Article 11;



 


		b)	Tenant gives Landlord prior notice of any such assignment or sublease to an Affiliate;



 


		c)	The successor of Tenant and Tenant have as of the effective date of any such assignment
or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting



 





	 	 	 	 	 	 	 	 
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principles (but excluding good will as an asset),
which is sufficient to meet the obligations of Tenant under this Lease;


 


d)  Any such assignment or
sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall
be deemed to have assumed all of the obligations of Tenant under this Lease with respect to that portion of the Premises which
is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and


 


e)  Tenant and any guarantor
shall remain fully liable for all obligations to be performed by Tenant under this Lease.


 


Section 11.3. Request to Assign or Sublease.
If at any time during the Term, Tenant wishes to assign this Lease or any interest therein, or to sublet all or any portion
of the Premises, then at least twenty-one (21) days prior to the date when Tenant desires the assignment or sublease to be effective,
Tenant shall give written notice to Landlord setting forth the name, address, and business of the proposed assignee or sublessee,
business and personal credit applications completed on Landlord’s standard application forms, and information (including
references and such financial documentation as Landlord shall reasonably prescribe) concerning the character and financial condition
of the proposed assignee or sublessee, the effective date of the assignment or sublease, and all the material terms and conditions
of the proposed assignment, and with reference solely to a sublease: a detailed description of the space proposed to be sublet,
together with any rights of the proposed sublessee to use Tenant’s improvements and/or ancillary services with the Premises.


 


Section 11.4. Landlord’s Consent.
Landlord shall have twenty-one (21) days after Tenant’s notice of assignment and/or sublease is received with the financial
information reasonably requested by Landlord to advise Tenant of Landlord’s (i) consent to such proposed assignment or sublease,
(ii) withholding of consent to such proposed assignment or sublease, or (iii) election to terminate this Lease, such termination
to be effective as of the date of the commencement of the proposed assignment or subletting. If Landlord shall exercise its termination
right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee
or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant
under such other lease or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease
by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and
absolute discretion. Landlord and Tenant specifically agree that Landlord’s right to terminate this Lease under clause (iii)
above is a material consideration for Landlord’s agreement to enter into this Lease and such right may be exercised in Landlord’s
sole and absolute discretion and no test of reasonableness shall be applicable thereto.


 


Tenant acknowledges that Landlord’s consent
shall be based upon the criteria listed in Sections 11.4 (a) through (e) below, and subject to Landlord’s right to reasonably
disapprove of any proposed assignment and/or sublease, based on the existence of any condition contained within Section 11.5 hereinbelow.
If Landlord provides its consent within the time period specified, Tenant shall be free to complete the assignment and/or sublet
such space to the party contained in Tenant’s notice, subject to the following conditions:


 


		a)	The assignment and/or sublease shall be on the same terms as were set forth in the notice given
to Landlord;



 


		b)	The assignment and/or sublease shall be documented in a written format that is reasonably acceptable
to Landlord, which form shall specifically include the assignee’s and/or sublessee’s acknowledgement and acceptance
of the obligation contained in this Lease, in so far as applicable;



 


		c)	The assignment and/or sublease shall not be valid, nor shall the assignee or sublessee take possession
of the Premises, or subleased portion thereof, until an executed duplicate original of such sublease and/or assignment has been
delivered to Landlord;



 


		d)	The assignee and/or sublessee shall have no further right to assign this Lease and/or sublease
the Premises;



 


		e)	In the event of any Transfer, Landlord shall receive as Additional Rent hereunder (and without
affecting or reducing any other obligation of Tenant under this Lease) fifty percent (50%) of Tenant’s “Net Rental
Profit” derived from such Transfer. If Tenant shall elect to Transfer, Tenant shall use reasonable and good faith efforts
to secure consideration from any such Transferee which would be generally equivalent to then-current market rent, but in no event
shall Tenant’s monetary obligations to Landlord, as set forth in this Lease, be reduced. In the event of a Transfer which
is a sublease, “Net Rental Profit” shall mean all rent, Additional Rent or other consideration actually payable (in
lieu of or in addition to rent) by Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable
by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises
is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such Transfer for (i) advertising
costs, (ii) any improvement allowance or other economic concessions (e.g., space planning allowance and moving expenses) paid by
Tenant in connection with such Transfer, (iii) any brokerage commissions incurred by Tenant in connection with the Transfer, and
(iv) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer. In the event of a Transfer other than
a sublease, “Net Rental Profit” shall mean key money, bonus money or other consideration paid by the Transferee to
Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to the
Transferee for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with
such Transfer, after deducting the reasonable expenses incurred by Tenant in connection with such Transfer, as described in the
preceding sentence. If part of the Net



 





	 	 	 	 	 	 	 	 
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Rental Profit shall be payable by
the Transferee other than in cash, then Landlord’s share of such non-cash consideration shall be in such form as is reasonably
satisfactory to Landlord.


 


Tenant shall deliver to
Landlord a statement within thirty (30) days after the end of each calendar year and/or within thirty (30) days after the expiration
or earlier termination of the Term of this Lease in which any Transfer has occurred, specifying for each such Transfer:


 


		i)	the date of its execution and delivery, the number of square feet of the Rentable Area demised
thereby, and the Term thereof, and



 


		ii)	a computation in reasonable detail showing the amounts (if any) paid and payable by Tenant to Landlord
pursuant to this Section 11.4 with respect to such Transfer for the period covered by such statement, and the amounts (if any)
paid and payable by Tenant to Landlord pursuant to this Section 11.4 with respect to any payments received from a Transferee during
such period but which relate to an earlier period.



 


Section 11.5. Reasonable Grounds for Denial
of Assignment and/or Sublease. Landlord and Tenant agree that, in addition to such other reasonable grounds as Landlord may
assert for withholding its consent, it shall be reasonable under this Lease and any applicable law for Landlord to withhold its
consent to any proposed Transfer, where any one or more of the following conditions exists:


 


		a)	The proposed sublessee or assignee (a “Transferee”) is, in Landlord’s reasonable
judgment, of a character or reputation which is not consistent with those businesses customarily found in a Class A office building;



 


		b)	The Transferee is engaged in a business or intends to use all or any portion of the Premises for
purposes which are not consistent with those generally found in the Building or other Class A office buildings in the vicinity
of the Building, provided, however, that in no event shall Landlord be permitted to decline Tenant’s request for a Transfer
solely on the basis of said Transferee’s intent to change the Specified Use from that of Tenant, unless such proposed change
shall violate any Exclusive Use provision already granted by Landlord;



 


		c)	The Transferee is either a governmental agency or instrumentality thereof;



 


		d)	The Transfer will result in more than a reasonable and safe number of occupants within the Premises;



 


		e)	The Transferee is not a party of reasonable financial worth and/or financial stability in light
of the responsibilities involved under the sublease, if a sublessee, or this Lease, if an assignee, on the date consent is requested,
or has demonstrated a prior history of credit instability or unworthiness;



 


		f)	The Transfer will cause Landlord to be in violation of another lease or agreement to which Landlord
is a party, or would give another occupant of the Building a right to cancel its lease;



 


		g)	The Transferee will retain any right originally granted to Tenant to exercise a right of renewal,
right of expansion, right of first offer or other similar right held by Tenant;



 


		h)	Either(i) the proposed Transferee is a tenant in the Building at the time Tenant requests approval
of the proposed Transfer, or (ii) is actively engaged in on-going written negotiations with Landlord to lease space in the Building
for the three (3) month period immediately preceding the date Tenant requests approval of the proposed Transfer, and Landlord can
make space available in the Building which is comparable to the space that is the subject of the proposed Transfer; or



 


		i)	The Transferee intends to use all or a portion of the Premises for medical procedures or for a
primary business which is as a boiler-room type sales or marketing organization.



 


If Landlord withholds or conditions its consent
and Tenant believes that Landlord did so contrary to the terms of this Lease, Tenant may, as its sole remedy, prosecute an action
for declaratory relief to determine if Landlord properly withheld or conditioned its consent, and Tenant hereby waives all other
remedies, including without limitation those set forth in California Civil Code Section 1995.310.


 


Section 11.6. Tenant’s Continued
Obligation. Any consent by Landlord to an assignment of this Lease and/or sublease of the Premises shall not release Tenant
from any of Tenant’s obligations hereunder or be deemed to be a consent by Landlord to any subsequent hypothecation, assignment,
subletting, occupation or use by another person, and Tenant shall remain liable to pay the Rent and/or perform all other obligations
to be performed by Tenant hereunder. Landlord’s acceptance of Rent or Additional Rent from any other person shall not be
deemed to be a waiver by Landlord of any provision of this Lease. Landlord’s consent to one assignment or subletting
shall not be deemed consent to any subsequent assignment or subletting.


 


If any assignee or sublessee
of Tenant or any successor of Tenant defaults in the performance of any of the provisions of this Lease, whether or not Landlord
has collected Rent directly from said assignee or sublessee, Landlord may proceed directly against Tenant without the necessity
of exhausting remedies against such assignee, sublessee or other successor-in-interest.


 


Provided that in no event
shall any further assignment, sublease, amendment or modification to this Lease serve to either increase Tenant’s liability
or expand Tenant’s duties or obligations hereunder, or relieve Tenant of its liability under this Lease, then Landlord may
consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with any assignee, without
notifying Tenant or any successor of Tenant, and without obtaining their consent thereto.


 


Section 11.7. Tenant To Pay Landlord’s
Costs. If Tenant assigns or sublets the Premises or requests the consent of Landlord to any assignment, subletting or other
modification of this Lease, or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, whether or not
Landlord shall grant consent thereto, then Tenant shall, concurrent with Tenant’s submission of any written request therefor,
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Landlord’s considering and processing
the applicable request, plus (b) the amount of reasonably estimated by Landlord as its anticipated legal fees to be incurred by
Landlord in connection therewith, not to exceed $500.00 except in the event Tenant requests material modifications to Landlord’s
customary consent form documents (provided the same are commercially reasonable), in which case there shall be no limit on attorney
fees incurred as long as such fees are reasonable.


 


Section 11.8. Successors and Assigns. Subject
to the provisions contained herein, the covenants and agreements contained in this Lease shall bind and inure to the benefit of
Landlord and Tenant, their respective successors and assigns and all persons claiming by, through or under them.


 


ARTICLE 12


MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION,
RENOVATION


AND/OR ALTERATION


 


Section 12.1. Tenant’s Obligation
to Maintain. Tenant shall, at Tenant’s sole expense, maintain the Premises in good order and repair, and shall also
keep clean any portion of the Premises which Landlord is not obligated to clean. Such maintenance and repair obligations shall
include the maintenance, cleanout; repair and/or replacement of Tenant’s garbage disposal(s), Instant-Heat or other hot water
producing equipment, if any, and any plumbing fixtures within the Premises (including any dishwashers, water dispensers or ice-makers
and refrigeration devices), and the cleaning and removal of any dishes and/or food prior to the same becoming unsanitary. Tenant
shall be responsible for repair of any leaks or other water migration from any plumbing fixtures located in the Premises, and
shall be liable for any damage caused thereby to any Common Areas or other tenants’ premises. If Tenant becomes obligated
to repair anything within the Premises, Tenant shall advise Landlord’s managing agent of such need, which request shall
be presumed conclusive evidence of Tenant’s obligation and willingness to reimburse Landlord for such repair(s).


 


Further, Tenant shall
pay the cost of any injury, damage or breakage in, upon or to the Premises created by Tenant’s gross negligence or willful
misconduct or the gross negligence or willful misconduct of Tenant’s agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders.


 


Subject to Tenant’s
obligation for reimbursement to Landlord, as specified herein, Landlord shall make all repairs to the Premises and the exterior
walls, foundation and roof of the Building, the structural portions of the floors of the Building, the systems and equipment of
the Building and the Tenant Improvements installed in the Premises. However, if such repairs, maintenance or cleaning are required
due to Tenant’s gross negligence or willful misconduct or the gross negligence or willful misconduct of Tenant’s agents,
clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders, then, Tenant shall, within
fifteen (15) days after receipt of Landlord’s billing therefor, reimburse Landlord, as Additional Rent, for any expense
of such repairs, cleaning and/or maintenance.


 


Tenant hereby waives all
right to make repairs at Landlord’s expense under the provisions of Section 1932(1), 1941 and 1942 of the Civil Code of California.


 


Section 12.2. Repair Period Notice. Tenant
shall give prompt notice to Landlord of Tenant’s actual knowledge of any damage or destruction to all or any part of the
Premises or Building resulting from or arising out of any fire, earthquake, or other identifiable event of a sudden, unexpected
or unusual nature (individually or collectively a “Casualty”). The time periods specified in this Section 12.2 shall
commence after Landlord receives said written notice from Tenant of the occurrence of a Casualty. After receipt of Tenant’s
written notice that a Casualty has occurred, Landlord shall, within the later of:


 


		a)	sixty (60) days after the date on which Landlord determines the full extent of the damage caused
by the Casualty, or



 


		b)	thirty (30) days after Landlord has determined the extent of the insurance proceeds available to
effectuate repairs, but



 


		c)	in no event more than ninety (90) days after the Casualty,



 


provide written notice to Tenant indicating
the anticipated time period for repairing the Casualty (the “Repair Period Notice”). The Repair Period Notice shall
also state, if applicable, Landlord’s election either to repair the Premises, or to terminate this Lease, pursuant to the
provisions of Section 12.3, and if Landlord elects to terminate this Lease, Landlord shall use commercially reasonable efforts
to provide Tenant with a minimum period of ninety (90) days within which to fully vacate the Premises.


 


Section 12.3. Landlord’s Option to
Terminate or Repair. Notwithstanding anything to the contrary contained herein, Landlord shall have the option, but not the
obligation to elect not to rebuild or restore the Premises and/or the Building if one or more of the following conditions is present:


 


		a)	repairs to the Premises cannot reasonably be completed within ninety (90) days after the date of
the Casualty (when such repairs are made without the payment of overtime or other premiums);



 


		b)	repairs required cannot be made pursuant to the then-existing laws or regulations affecting the
Premises or Building, or the Building cannot be restored except in a substantially different structural or architectural form than
existed before the Casualty;



 


		c)	the holder of any mortgage on the Building or ground or underlying lessor with respect to the Real
Property and/or the Building shall require that all or such large a portion of the insurance proceeds be used to retire the mortgage
debt, so that the balance of insurance proceeds remaining available to Landlord for completion of repairs shall be insufficient
to repair said damage or destruction;



 





	 	 	 	 	 	 	 	 
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		d)	the holder of any mortgage on the Building or ground or underlying lessor with respect to the Real
Property and/or the Building shall terminate the mortgage, ground or underlying lease, as the case may be;



 


		e)	provided Landlord has carried the coverage Landlord is required to obtain under Section 19.1 of
this Lease, the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies;



 


		f)	more than thirty-three and one-third percent (33 1/3%) of the Building is damaged or destroyed,
whether or not the Premises is affected, provided that Landlord elects to terminate all other leases for offices of a similar size
in the Building.



 


If Landlord elects not to complete repairs
to the Building or Premises, pursuant to this Section 12.3, Landlord’s election to terminate this Lease shall be stated in
the Repair Period Notice, in which event this Lease shall cease and terminate as of the date contained in Landlord’s Repair
Period Notice.


 


If one hundred percent of the Building is damaged
or destroyed, as certified by an independent building inspector, this Lease shall automatically terminate after Tenant’s
receipt of written notice of such termination from Landlord, and without action beyond the giving of such notice being required
by either Landlord or Tenant.


 


Upon any termination of this Lease pursuant
to this Section 12.3, Tenant shall pay its prorata share of Fixed Monthly Rent and Additional Rent, properly apportioned up to
the date of such termination, reduced by any abatement of Rent to which Tenant is entitled under Section 12.5; after which both
Landlord and Tenant shall thereafter be freed and discharged of all further obligations under this Lease, except for those obligations
which by their provisions specifically survive the expiration or earlier termination of the Term.


 


Section 12.4. Tenant’s Option to Terminate.
If:


 


		a)	the Repair Period Notice provided by Landlord indicates that the anticipated period for repairing
the Casualty exceeds ninety (90) days after the commencement of the repairs (the “Repair Period”), or



 


		b)	the Casualty to the Premises occurs during the last twelve (12) months of the Term and the anticipated
period for repairing the Casualty exceeds sixty (60) days after the commencement of repairs as such repair period is set forth
in a notice from Landlord to Tenant given within thirty (30) days after the Casualty (the “End of Term Notice”);



 


then Tenant shall have the option, but not
the obligation, to terminate this Lease by providing written notice (“Tenant’s Termination Notice”) to Landlord
within thirty (30) days after receiving the Repair Period Notice in the case of 12.4 (a); or within thirty (30) days after receiving
the End of Term Notice, in the case of Section 12.4 (b). Furthermore, if for reasons other than force majeure, Landlord has not
completed the repairs on the date which is thirty (30) days after the expiration of the Repair Period, then Tenant shall also
have the option, but not the obligation, to terminate this Lease by giving Landlord written notice of its intention to so terminate,
which notice shall be given not more than forty-five (45) days after expiration of the Repair Period.


 


Tenant’s failure
to provide Landlord with Tenant’s Termination Notice within the time periods specified hereinabove shall be deemed conclusive
evidence that Tenant has waived its option to terminate this Lease.


 


Section 12.5. Temporary Space and/or Rent
Abatement During Repairs or Renovation. During the Repair Period or during any such period that Landlord completes Work (as
defined hereinbelow) or Renovations (as defined in Section 12.11 hereinbelow), if available, and if requested by Tenant, Landlord
shall make available to Tenant other space in the Building which, in Tenant’s reasonable opinion, is suitable for the temporary
conduct of Tenant’s business. However, if such temporary space is smaller than the Premises, Tenant shall pay Fixed Monthly
Rent and Additional Rent for the temporary space based upon the calculated rate per rentable square foot payable hereunder for
the Premises, times the number of rentable square feet available for Tenant’s use in the temporary space.


 


If no temporary space
is available that is reasonably satisfactory to Tenant, and any part of the Premises is rendered untenantable by reason of such
Casualty, Work or Renovation; and further provided that the Casualty was not the result of the gross negligence or willful misconduct
of Tenant or the gross negligence and/or willful misconduct of Tenant’s agents, contractors, directors, employees, licensees,
officers, partners or shareholders, then to the extent that all or said portion of the usable area of the Premises is so rendered
untenantable by reason of such Casualty, Work or Renovation, Tenant shall be provided with a proportionate abatement of Fixed Monthly
Rent and Additional Rent. Said proportional abatement shall be based on the usable square footage of the Premises that cannot and
is not actually used by Tenant, divided by the total usable square feet contained in the Premises. That proportional abatement,
if any, shall be provided during the period beginning on the later of:


 


		a)	the date of the Casualty; or



 


		b)	the actual date on which Tenant ceases to conduct Tenant’s normal business operations in
all or any portion of the Premises,



 


and shall end on the date Landlord achieves
substantial completion of restoration of the Premises. Said abatement of Rent shall be deemed Tenant’s waiver of any claim
or right of claim for any loss or damage asserted by Tenant arising out of the Casualty Repair, Work or Renovation, as the case
may be.


 


Section 12.6. Tenant’s Waiver of Consequential
Damages. Subject to Section 12.4, the provisions contained in Section 12.5 are Tenant’s sole remedy arising out of any
Casualty. Landlord shall not be liable to Tenant or any other person or entity for any direct, indirect, or consequential damages
(including


 





	 	 	 	 	 	 	 	 
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but not limited to lost profits of Tenant or
loss of or interference with Tenant’s business), due to, arising out of, or as a result of the Casualty.


 


In no event shall any
Landlord Party be liable for any inconvenience or annoyance to Tenant or Tenant’s agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders, or for injury to the business of Tenant resulting in any way
from such Casualty, or from Landlord’s undertaking of repairs as a result of such Casualty.


 


Section 12.7. Repair Of The Premises When
Casualty Not Caused By Tenant. If the cost of repair of any Casualty is covered under one or more of the insurance policies
Landlord is required herein to provide, then, provided such Casualty is not a result of Tenant’s negligence or misconduct
or the negligence or misconduct of Tenant’s agents, contractors, directors, employees, licensees, officers, partners or shareholders,
Landlord shall restore the base core and shell of the Premises to its condition prior to the Casualty and repair and/or replace
the improvements previously installed in the Premises.


 


If Landlord has elected
to complete repairs to the Premises, and has not elected to terminate this Lease, as specified in Section 12.3, then Landlord shall
diligently complete such repairs in a manner so as to minimize unreasonable interference with Tenant’s use of that portion
of the Premises remaining unaffected by the Casualty. Provided Landlord has elected to make the repairs required hereunder, this
Lease shall not be void or voidable during the Repair Period, nor shall Landlord be deemed to have constructively evicted Tenant
thereby.


 


Section 12.8. Repair of the Premises When
Casualty Caused by Tenant. If the Casualty to all or any portion of the Premises resulted from the negligence and/or willful
misconduct of Tenant or the negligence and/or willful misconduct of Tenant’s agents, contractors, directors, employees, licensees,
officers, partners or shareholders, Landlord shall not be required to repair any such injury or damage. Landlord shall only repair,
at its expense, damage or destruction to the Building, and Tenant shall pay the cost of repairing the Premises and any deductible
payable by Landlord for repair of the Building. Furthermore, Tenant hereby waives the provisions of California Civil Code Sections
1932(2) and 1933(4) and the provisions of any successor or other law of like import.


 


Section 12.9. Repair of the Building. Except
as specified hereinabove, unless Landlord terminates this Lease as permitted hereinabove, Landlord shall use commercially reasonable
efforts to repair the Building, parking structure or other supporting structures and facilities within two hundred and seventy
(270) days after the commencement of repairs to same.


 


Section 12.10. Government-Required Repairs.
If, during the Term, additional inspections other than those standard annual or biannual inspections to which the Building
may generally be subject; testing, repairs and/or reconstruction (collectively the “Work”) are required by any governmental
authority, or if, upon the recommendation of its engineers, Landlord independently elects to undertake all or any portion of the
Work prior to being required to do so by such governmental authority, Landlord shall give notice thereof to Tenant and shall use
its commercially reasonable efforts not to unreasonably interfere with Tenant’s use of the Premises while completing the
Work. Tenant shall cooperate fully with Landlord in connection with the Work and, upon the prior written request of Landlord, shall
make the Premises available for completion of the Work. Tenant agrees that Landlord shall allocate all costs associated with completion
of the Work to the Building’s Operating Expenses, when permitted to under the provisions of Section 4.1 of this Lease.


 


If Landlord elects to
undertake the Work during the Term, then Tenant shall be entitled to an abatement of rent, pursuant to the provisions of Section
12.5 hereinabove, and Landlord shall be completely responsible for repair of any damage to the Premises and all costs associated
with the removal, moving and/or storage of Tenant’s furniture, artwork, office equipment and files. Landlord will restore
any and all areas damaged by completion of the Work to their previous quality and pay all cleanup costs. Landlord further agrees
that it shall use commercially reasonable efforts to see that all construction, such as core drilling shall, insofar as is reasonably
possible, be performed between the hours of 7:00 p.m. to 7:00 a.m. Monday through Friday; after 1:00 p.m. on Saturdays and/or at
any time on Sundays.


 


Tenant shall not have
the right to terminate this Lease as a result of Landlord undertaking the Work, nor shall Tenant or any third party claiming under
Tenant be entitled to make any claim against Landlord for any interruption, interference or disruption of Tenant’s business
or loss of profits therefrom as a result of the Work, and Tenant hereby releases Landlord from any claim which Tenant may have
against Landlord arising from or relating to, directly or indirectly, the performance of the Work by Landlord.


 


Section 12.11. Optional Landlord Renovation.
It is specifically understood and agreed that Landlord has no obligation to alter, remodel, improve, renovate or decorate the
Premises, Building, or Real Property, or any part thereof and that Landlord has made no representations and/or warranties to Tenant
respecting the condition of the Premises, the Building, or the Real Property including, without limitation, any representation
or warranty regarding any upgrades or other improvements to any Common Areas of the Building or Real Property.


 


However, at any time and
from time to time during the Term, Landlord may elect, in Landlord’s sole discretion, to otherwise renovate, improve, alter
or modify elements of the Real Property, the Building and/or the Premises (collectively, “Renovations”) including without
limitation, the parking facilities, Common Areas, systems, equipment, roof, and structural portions of the same, which Renovations
may include, without limitation:


 


		a)	modifying the Common Areas and tenant spaces to comply with applicable laws and regulations, including
regulations relating to the physically disabled, seismic conditions and building safety and security, and



 





	 	 	 	 	 	 	 	 
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		b)	installing new carpeting, lighting and wall covering in the Building Common Areas.



 


In connection with such
Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in or about the Building, limit
or eliminate access to portions of the Building, Common Areas or parking facilities serving the Building, or perform other work
in or about the Building, or the Real Property, which work may create noise, dust or debris that remains in the Building or the
Real Property.


 


Landlord shall have the
right to access through the Premises as well as the right to take into and upon and through all or any part of the Premises, or
any other part of the Building, all materials that may reasonably be required to make such repairs, alterations, decorating, additions
or improvements pursuant to the provisions of this Section 12.11. So long as Tenant shall maintain reasonable access to the Premises,
the Building and the parking facilities, Landlord shall also have the right, in the course of the Renovations, to close entrances,
doors, corridors, elevators, or other building facilities, or temporarily to abate the operation of such facilities.


 


So long as Tenant is not
required to vacate the Premises for any reason arising out of the Renovations, and maintains reasonable access to the Premises
and the parking facilities, Tenant shall permit all of the Renovations to be done, without claiming Landlord is guilty of the constructive
eviction or disturbance of Tenant’s use and possession.


 


Landlord shall not be
liable to Tenant in any manner (except as expressly provided otherwise in this Lease), whether for abatement of any Rent or other
charge, reimbursement of any expense, injury, loss or damage to Tenant’s property, business, or any person claiming by or
under Tenant, by reason of interference with the business of Tenant or inconvenience or annoyance to Tenant or the customers of
Tenant resulting from any Renovations done in or about the Premises or the Building or to any adjacent or nearby building, land,
street or alley. However, Landlord agrees that the Renovations shall be scheduled insofar as is commercially reasonable to permit
Tenant to continue its normal business operations, with advance notice thereof, and in such commercially reasonable manner so as
to minimize Tenant’s inconvenience.


 


Section 12.12. Optional Tenant Changes During
the Term. After completion of the initial Improvements contemplated hereunder, if any, Tenant shall make no alteration, change,
addition, removal, demolition, improvement, repair or replacement in, on, upon, to or about the Premises, or at any time to any
portion of the Building (collectively or individually a “Tenant Change”), without the prior written consent of Landlord,
which consent shall be granted or withheld in Landlord’s reasonable discretion. Notwithstanding the foregoing, Tenant shall
have the right, without Landlord’s consent but upon ten (10) days prior notice to Landlord and in compliance with Exhibit
B-1, to make strictly cosmetic, non-structural alterations (such as new paint and carpet and minor changes to millwork) (“Cosmetic
Alterations”) to the Premises that (i) are equal to or better than the minimum Building standards and specifications to the
Premises; (ii) do not affect the exterior appearance of the Building; (iii) do not affect the Building systems and/or the
Building structure; (iv) do not interfere unreasonably with another occupant’s normal and customary business; and (v) do
not require a building permit or any other form of approval whatsoever from any governmental authority. Except as otherwise specified
in Article 7, any Tenant Change shall, at the termination of this Lease, become a part of the Building and belong to Landlord,
pursuant to the provisions of Article 7. Any application for Landlord’s consent to a Tenant Change, and the completion thereof,
shall be in conformance with the provisions of Exhibit B-1, attached hereto and made a part hereof by reference.


 


Tenant shall not knowingly
permit Tenant’s agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders
to deface the walls, floors and/or ceilings of the Premises, nor mark, drive nails, screws or drill holes into, paint, or in any
way mar any surface in the Building. Notwithstanding the above, Tenant is hereby permitted to install such pictures, certificates,
licenses, artwork, bulletin boards and similar items as are normally used in Tenant’s business, so long as such installation
is carefully attached to the walls by Tenant in a manner reasonably prescribed by Landlord.


 


If Tenant desires, as
a part of any Tenant Change, to make any revisions whatsoever affecting the electrical, HVAC, mechanical, life-safety, plumbing,
or structural systems of the Building or Premises, such revisions, if approved by Landlord, must be completed by subcontractors
specified by Landlord and in the manner and location(s) reasonably prescribed by Landlord. If Tenant desires to install any telephone
outlets, the same shall be installed in the manner and location(s) reasonably prescribed by Landlord.


 


If Landlord consents to
any requested Tenant Change, Tenant shall give Landlord a minimum of fifteen (15) days written notice prior to commencement thereof.
Landlord reserves the option, but not the obligation, to enter upon the Premises for the purpose of posting and maintaining such
notices on the Premises as may be reasonably necessary to protect Landlord against mechanic’s liens, material man’s liens
or other liens, and/or for posting any other notices that may be proper and necessary in connection with Tenant’s completion
of the Tenant Change.


 


If any alterations, additions
or improvements made by Tenant result in Landlord being required to make any alterations to other portions of the Building in order
to comply with any applicable statutes, ordinances or regulations (e.g., “handicap ordinances”) then Tenant shall reimburse
Landlord upon demand for all costs and expenses incurred by Landlord in making such alterations. In addition, Tenant shall reimburse
Landlord for any and all of Landlord’s out of pocket costs incurred in reviewing Tenant’s plans for any Tenant Change
or for any other “peer review” work associated with Landlord’s review of Tenant’s plans for any Tenant
Change, including, without limitation, Landlord’s out of pocket costs incurred in engaging any third party engineers, contractors,
consultants or design specialists. Tenant shall


 





	 	 	 	 	 	 	 	 
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pay such costs to Landlord within five (5)
business days after Landlord’s delivery to Tenant of a copy of the invoice(s) for such work.


 


Section 12.13. Express Agreement. The
provisions of this Lease, including those contained in this Article 12, constitute an express agreement between Landlord and Tenant
that applies in the event of any Casualty to the Premises, Building or Real Property. Tenant, therefore, fully waives the provisions
of any statute or regulations, including California Civil Code Sections 1932(2) and 1933(4), and any other law or statute which
purports to govern the rights or obligations of Landlord and Tenant concerning a Casualty in the absence of express agreement.
Tenant and Landlord expressly agree and accept that any successor or other law of like import shall have no application hereunder.


 


ARTICLE 13 


CONDEMNATION


 


Section 13.1. Condemnation of the Premises.
If more than twenty-five percent (25%) of the Premises is lawfully condemned or taken in any manner for any public or quasi-public
use, or if any portion of the Building is condemned or taken in such a manner that Tenant is reasonably prevented from obtaining
access to the Building or the Premises, this Lease may, within ten (10) business days of such taking, be terminated at the option
of either Landlord or Tenant by one party giving the other thirty (30) days written notice of its intent to do so. If either Landlord
or Tenant provide the other party written notice of termination, the Term and estate hereby granted shall forthwith cease and terminate
as of the earlier of the date of vesting of title in such condemnation or taking or the date of taking of possession by the condemning
authority.


 


If less than twenty-five
percent (25%) of the Premises is so condemned or taken, then the term and estate hereby granted with respect to such part shall
forthwith cease and terminate as of the earlier of the date of vesting of title in such condemnation or taking or the date of taking
of possession by the condemning authority, and the Fixed Monthly Rent payable hereunder (and Additional Rent payable pursuant to
Articles 3 or 4) shall be abated on a prorated basis, by dividing the total number of usable square feet so taken by the total
number of usable square feet contained in the Premises, then multiplying said percentage on a monthly basis, continuing from the
date of such vesting of title to the date specified in this Lease for the expiration of the Term hereof.


 


Section 13.2. Condemnation of the Building.
If less than twenty-five percent (25%) of the Building is so condemned or taken, then Landlord shall, to the extent of the
proceeds of the condemnation payable to Landlord and with reasonable diligence, restore the remaining portion of the Building as
nearly as practicable to its condition prior to such condemnation or taking; except that, if such proceeds constitute less than
ninety percent (90%) of Landlord’s estimate of the cost of rebuilding or restoration, then Landlord may terminate this Lease
on thirty (30) days’ prior written notice to Tenant.


 


If more than twenty-five
percent (25%) of the Building is so condemned or taken, but the Premises are unaffected thereby, then Landlord shall have the option
but not the obligation, which election shall be in Landlord’s sole discretion, to terminate this Lease, effective the earlier
of the date of vesting of title in such condemnation or the date Landlord delivers actual possession of the Building and Premises
to the condemning authority, which election by Landlord shall be provided to Tenant in writing.


 


Section 13.3. Award. If any condemnation
or taking of all or a part of the Building takes place, Tenant shall be entitled to join in any action claiming compensation therefore,
and Landlord shall be entitled to receive that portion of the award made for the value of the Building, Premises, leasehold improvements
made or reimbursed by Landlord, or bonus value of this Lease, and Tenant shall only be entitled to receive any award made for the
value of the estate vested by this Lease in Tenant, including Tenant’s proximate damages to Tenant’s business and reasonable
relocation expenses. Nothing shall preclude Tenant from intervening in any such condemnation proceeding to claim or receive from
the condemning authority any compensation to which Tenant may otherwise lawfully be entitled in such case in respect of Tenant’s
property or for moving to a new location.


 


Section 13.4. Condemnation for a Limited
Period. Notwithstanding the provisions of Section 13.1, 13.2 or 13.3, except during the final twelve (12) months of the Term,
if all or any portion of the Premises are condemned or taken for governmental occupancy for a limited period (i.e., anticipated
to be no longer than sixty (60) days), then this Lease shall not terminate; there shall be no abatement of Fixed Monthly Rent
or Additional Rent payable hereunder; and Tenant shall be entitled to receive the entire award therefor (whether paid as damages,
rent or otherwise).


 


If, during the final
twelve (12) months of the Term, all or any portion of the Premises are condemned or taken for governmental occupancy for a limited
period anticipated to be in excess of sixty (60) days, or for a period extended after the expiration of the initial Term, Tenant
shall have the option, but not the obligation, to terminate this Lease, in which case, Landlord shall be entitled to such part
of such award as shall be properly allocable to the cost of restoration of the Premises, and the balance of such award shall be
apportioned between Landlord and Tenant as of the date of such termination.


 


If the termination of
such governmental occupancy is prior to expiration of this Lease, and Tenant has not elected to terminate this Lease, Tenant shall,
upon receipt thereof and to the extent an award has been made, restore the Premises as nearly as possible to the condition in which
they were prior to the condemnation or taking.


 


ARTICLE 14


MORTGAGE SUBORDINATION; ATTORNMENT AND MODIFICATION
OF LEASE


 


Section 14.1. Subordination. This Lease,
the Term and estate hereby granted, are and shall be subject and subordinate to the lien of each mortgage which may now or at
any time hereafter affect Landlord’s


 





	 	 	 	 	 	 	 	 
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interest in the real property, Building, parking
facilities, Common Areas or portions thereof and/or the land thereunder (an “underlying mortgage”), regardless of the
interest rate, the terms of repayment, the use of the proceeds or any other provision of any such mortgage. Tenant shall from time
to time execute and deliver such instruments as Landlord or the holder of any such mortgage may reasonably request to confirm the
subordination provided in this Section 14.1.


 


Section 14.2. Attornment. Tenant confirms
that if by reason of a default under an underlying mortgage the interest of Landlord in the Premises is terminated, provided Tenant
is granted in writing continued quiet enjoyment of the Premises pursuant to the terms and provisions of this Lease, Tenant shall
attorn to the holder of the reversionary interest in the Premises and shall recognize such holder as Tenant’s landlord under
this Lease, but in no event shall such holder be bound by any payment of Rent paid more than one month in advance of the date due
under this Lease. Tenant shall, within fifteen (15) days after request therefor, execute and deliver, at any time and from time
to time, upon the request of Landlord or of the holder of an underlying mortgage any instrument which may be necessary or appropriate
to evidence such attornment. If Tenant fails to so execute and deliver any such instrument, then Tenant hereby irrevocably appoints
Landlord or such holder as its attorney-in-fact to execute and deliver for and on behalf of Tenant any such instrument.


 


Section 14.3. Modification of Lease; Notice
of Default. If any current or prospective mortgagee or ground lessor for the Building requires a modification or modifications
of this Lease, which modification or modifications will not cause an increased cost or expense to Tenant or in any other way materially
and adversely change the rights and obligations of Tenant hereunder, then in such event, Tenant agrees that this Lease may be so
modified. Tenant agrees to execute and deliver to Landlord within fifteen (15) days following the request therefor whatever documents
are required to effectuate said modification. Should Landlord or any such current or prospective mortgagee or ground lessor require
execution of a short form of Lease for recording, containing, among other customary provisions, the names of the parties, a description
of the Premises and the Term, Tenant agrees to execute and deliver to Landlord such short form of Lease within fifteen (15) days
following the request therefor. Further, Tenant shall give written notice of any default by Landlord under this Lease to any mortgagee
and ground lessor of the Building and shall afford such mortgagee and ground lessor a reasonable opportunity to cure such default
prior to exercising any remedy under this Lease.


 


ARTICLE 15 


ESTOPPEL CERTIFICATES


 


Section 15.1. Estoppel Certificates. Tenant
shall, within fifteen (15) days after receipt of Landlord’s written request therefor, execute, acknowledge and deliver to
Landlord an Estoppel Certificate, which may be conclusively relied upon by any prospective purchaser, mortgagee or beneficiary
under any deed of trust covering the Building or any part thereof. Said Estoppel Certificate shall certify the following:


 


		a)	that this Lease is unmodified and in full force and effect (or, if there have been modifications,
that this Lease is in full force and effect, as modified, and stating the date and nature of each modification);



 


		b)	the date, if any, to which rental and other sums payable hereunder have been paid;



 


		c)	that no notice has been received by Tenant of any default which has not been cured, except as to
defaults specified in the certificate;



 


		d)	that Landlord is not in default under this Lease or, if so, specifying such default; and



 


		e)	such other factual matters as may be reasonably requested by Landlord.



 


Tenant’s failure
to deliver the Estoppel Certificate within five (5) days following receipt of the Landlord’s second (2nd) written request
therefor shall entitle Landlord and any party relying on such certificate to conclusively presume that the facts contained in such
certificate are true and correct.


 


ARTICLE 16 


NOTICES


 


Section 16.1. Notices. Any notice, consent,
approval, agreement, certification, request, bill, demand, statement, acceptance or other communication hereunder (a “notice”)
shall be in writing and shall be considered duly given or furnished when:


 


		a)	delivered personally or by messenger or overnight delivery service, with signature evidencing such
delivery;



 


		b)	upon the date of delivery, after being mailed in a postpaid envelope, sent certified mail, return
receipt requested, when addressed to Landlord as set forth in the Basic Lease Information and to Tenant at the Premises and any
other address for Tenant specified in the Basic Lease Information; or to such other address or addressee as either party may designate
by a written notice given pursuant hereto; or



 


		c)	upon confirmation of good transmission if sent via facsimile machine to such phone number as shall
have been provided in writing by Landlord or Tenant, one to the other.



 


If Tenant fails to provide
another valid address, other than the Premises, upon which service to Tenant can be perfected, then Tenant hereby appoints as its
agent to receive the service of all dispossessory or distraint proceedings and notices thereunder the person in charge of or occupying
the Premises at the time, and if no person shall be in charge of or occupy the same, then such service may be made by attaching
the same to the main entrance of the Premises. For the purpose of the service of any notice by Landlord under Article 17 of this
Lease, the notice will be deemed served on the date of mailing by Landlord.


 





	 	 	 	 	 	 	 	 
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ARTICLE 17 


DEFAULT AND LANDLORD’S OPTION TO CURE


 


Section 17.1. Tenant’s Default. For
the purposes of this Section 17.1, if the term “Tenant”, as used in this Lease, refers to more than one person, then,
such term shall be deemed to include all of such persons or any one of them; if any of the obligations of Tenant under this Lease
are guaranteed, the term “Tenant”, as used in Section 17.1(e) and Section 17.1(f), shall be deemed to also include
the guarantor or, if there is more than one guarantor, all or any one of them; and if this Lease has been assigned, the
term “Tenant”, as used in Sections 17.1 (a) through (h), inclusive, shall be deemed to include the assignee and assignor,
jointly and severally, unless Landlord shall have, in connection with such assignment, previously released the assignor from any
further liability under this Lease, in which event the term “Tenant”, as used in said subparagraphs, shall not include
the assignor that was previously released.


 


Tenant’s continued
occupancy and quiet enjoyment of the Premises and this Lease and the covenants and estate hereby granted are subject to the limitation
that:


 


		a)	if Tenant fails to make any payment of Fixed Monthly Rent or Additional Rent within three (3) business
days after any date upon which the same becomes due; or



 


		b)	if Tenant abandons or vacates the Premises; or



 


		c)	if Tenant defaults in the keeping, observance or performance of any covenant or agreement set forth
in Sections 6.1, 6.2, or 19.3, and if such default continues and is not cured by Tenant before the expiration of Landlord’s
written 3-Day Notice to Cure or Quit; or



 


		d)	if Tenant defaults in the keeping, observance or performance of any covenant or agreement including
any provisions of the rules and regulations established by Landlord (other than a default of the character referred to in Sections
17.1 (a), (b) or (c)), and if such default continues and is not cured by Tenant within thirty (30) days after Landlord has given
to Tenant a notice specifying the same, or, in the case of such a default which for causes beyond Tenant’s reasonable control
(including occupancy of a sublessee) cannot with due diligence be cured within such period of thirty (30) days, if Tenant:



 


		i)	does not, promptly upon Tenant’s receipt of such notice, advise Landlord of Tenant’s
intention duly to institute all steps necessary to cure such default; or



 


		ii)	does not duly institute and thereafter diligently prosecute to completion all steps (including,
if appropriate, legal proceedings against a defaulting sublessee) necessary to cure the same; or



 


		e)	intentionally omitted; or



 


		f)	if Tenant:



 


		i)	applies for or consents
                                         to the appointment of, or the taking of possession by a receiver, custodian, trustee
                                         or liquidator of itself or of all or a substantial part of its property;



 


		ii)	admits in writing its inability, or is generally unable, to pay its debts as such debts become
due;



 


		iii)	makes a general assignment for the benefit of its creditors;



 


		iv)	commences a voluntary case under federal bankruptcy laws (as now or hereafter in effect);



 


		v)	files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding up, or composition or adjustment of debts;



 


		vi)	fails to controvert in a timely or appropriate manner, or acquiesces in writing to, any petition
filed against it in an involuntary case under such bankruptcy laws;



 


		vii)	takes any action for the purpose of effecting any of the foregoing; or



 


		g)	if a proceeding or case is commenced, without the application or consent of Tenant, in any court
of competent jurisdiction, seeking:



 


		i)	the liquidation, reorganization, dissolution, winding up, or composition or readjustment of debts,
of Tenant; or



 


		ii)	the appointment of a trustee, receiver, custodian, liquidator or the like of Tenant or of all or
a substantial part of its assets; or



 


		iii)	similar relief with respect of Tenant under any law relating to bankruptcy, insolvency, reorganization,
winding up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment
or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty
(60) days, or an order for relief against Tenant shall be entered in an involuntary case under such bankruptcy laws; or



 


		h)	if Tenant fails to take possession
                                         of and move into the Premises within fifteen (15) calendar days after Landlord tenders
                                         the same in writing to Tenant, unless Tenant acknowledges and accepts the Commencement
                                         Date as occurring within such fifteen-day time period, and pays Rent thereon from such
                                         Commencement Date;



 


then, in any or each such event, Tenant shall
be deemed to have committed a material default under this Lease.


 


Section 17.2. Landlord’s Option to
Cure Tenant’s Default. If Tenant enters into a default under this Lease, in lieu of Landlord’s issuance
of a written notice, as specified hereinbelow, Landlord may cure the same at the sole expense of Tenant:


 


		a)	immediately and without notice in the case of emergency; if said default is specified in
                                                                  Sections 17.1 (a), (b) or (c), or if such default
unreasonably interferes with the use by any other tenant of the



 





	 	 	 	 	 	 	 	 
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Building; with the efficient operation
of the Building; or will result in a violation of law or in a cancellation of any insurance policy maintained by Landlord, and


 


		b)	after the expiration of Landlord’s 3-Day Notice of Intent to Cure, in the case of any default
other than those specified in Section 17.2 (a) hereinabove.



 


Within fifteen (15) business
days after receiving a statement from Landlord, Tenant shall pay to Landlord the amount of the expense reasonably incurred by Landlord
in performing Tenant’s obligation. If Tenant fails to pay such amount to Landlord within the specified time period, Landlord
may (in addition to any other remedies of Landlord under this Lease or applicable law) deduct the amount due from the Security
Deposit under Section 3.7.


 


Section 17.3. Landlord’s Option to
Terminate this Lease. In addition to any other remedies Landlord may have at law or in equity, Landlord shall be entitled to
give to Tenant a written notice of intention to terminate this Lease at the expiration of three (3) days from the date of the giving
of such notice, and if such notice is given by Landlord, and Tenant fails to cure the defaults specified therein, then this Lease
and the Term and estate hereby granted (whether or not the Commencement Date has already occurred) shall terminate upon the expiration
of such three (3) day period (a “Default Termination”), with the same effect as if the last of such three (3) days
were the Termination Date, except that Tenant shall remain liable for damages as provided hereinbelow or pursuant to law.


 


Section 17.4. Certain Payments. Bills
for all reasonable costs and expenses incurred by Landlord in connection with any performance by it under Section 17.2 shall
be payable, as Additional Rent, pursuant to the provisions of Section 4.3.


 


Section 17.5. Certain Waivers. Unless
Tenant has submitted documentation that it validly disputes Landlord’s billing for Fixed Monthly Rent hereunder, or is completing
an audit of Landlord’s Operating Expense Statement, if Tenant is in default in payment of Fixed Monthly Rent or Additional
Rent hereunder, Tenant waives the right to designate the items against which any payments made by Tenant are to be credited. In
lieu thereof, Landlord may apply any payments received from Tenant to the then-oldest billing remaining unpaid on Tenant’s
rental account or to any other payment due from Tenant, as Landlord sees fit.


 


Section 17.6. Landlord Default. Notwithstanding
anything to the contrary set forth in this Lease, Landlord shall not be in default in the performance of any obligation required
to be performed by Landlord pursuant to this Lease unless:


 


		a)	in the event such default is with respect to the payment of money, Landlord fails to pay such unpaid
amounts within five (5) business days of written notice from Tenant that the same was not paid when due, or



 


		b)	in the event such default is other than the obligation to pay money, Landlord fails to perform
such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to
perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for
its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty
(30) days period and thereafter diligently pursue the same to completion within a reasonable time period.



 


Upon any such default
by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any
of its rights provided at law or in equity.


 


ARTICLE 18


DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD;
ETC.


 


Section 18.1. Damages. If Landlord
terminates this Lease, pursuant to the provisions of Section 17.3 (a “Default Termination”), then Landlord
may recover from Tenant the total of:


 


		a)	the worth at the time of award of the unpaid Fixed Monthly Rent and Additional Rent earned to the
date of such Default Termination; and



 


		b)	the worth at the time of award of the amount by which the unpaid Fixed Monthly Rent and Additional
Rent which would have been earned after the date of such Default Termination until the time of award exceeds the amount of such
rental loss that Tenant proves could have been reasonably avoided; and



 


		c)	the worth at the time of award of the amount by which the unpaid Fixed Monthly Rent and Additional
Rent which would have been earned for the balance of the Term after the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; and



 


		d)	any other amount reasonably necessary to compensate Landlord for all of the detriment proximately
caused by Tenant’s failure to observe or perform any of its covenants and agreements under this Lease or which in the ordinary
course of events would be likely to result therefrom, including, without limitation, the payment of the reasonable expenses incurred
or paid by Landlord in re-entering and securing possession of the Premises and in the reletting thereof (including, without limitation,
altering and preparing the Premises for new tenants and brokers’ commission); and



 


		e)	at Landlord’s sole election, such other amounts in addition to or in lieu of the foregoing
as may be permitted from time to time under applicable California laws.



 


Section 18.2. Computations: The “worth
at the time of award” is computed:


 


		a)	in paragraphs (a) and (b) above,
                                         by allowing interest at the rate of ten percent (10%) per annum (but in no event
                                         in excess of the maximum rate permitted by law); and



 





	 	 	 	 	 	 	 	 
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		b)	in paragraph (c) above, by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).



 


		c)	For purposes of computing unpaid rental which would have accrued and become payable under this
Lease, unpaid rental shall consist of the sum of:



 


		i)	the total Fixed Monthly Rent for the balance of the Term, plus



 


		ii)	a computation of Tenant’s Share of Additional Rent due under this Lease including, without
limitation, Tenant’s Share of any increase in Operating Expenses (including real estate taxes) for the balance of the Term.
For purposes of computing any increases due Landlord hereunder, Additional Rent for the calendar year of the default and for each
future calendar year in the Term shall be assumed to be equal to the Additional Rent for the calendar year prior to the year in
which default occurs, compounded at a rate equal to the mean average rate of inflation for the preceding five calendar years as
determined by the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index (All Urban Consumers, all
items, 1982-84 equals 100) for the metropolitan area or region of which Los Angeles, California is a part. If such index is discontinued
or revised, the average rate of inflation shall be determined by reference to the index designated as the successor or substitute
index by the government of the United States.



 


Section 18.3. Re-Entry by Landlord.


 


		a)	If a Default Termination occurs
                                         or any default specified in Sections 17.1 (a) through (g) occurs and continues
                                         beyond the period of grace (if any) therefor, Landlord or Landlord’s authorized
                                         representatives may re-enter the Premises and remove all persons and all property therefrom,
                                         either by summary dispossession proceedings or by any suitable action or proceeding at
                                         law, without being liable to indictment, prosecution or damages therefor, and may repossess
                                         and enjoy the Premises. No re-entry or repossession of the Premises by Landlord or its
                                         representatives under this Section 18.3 shall be construed as an election to terminate
                                         this Lease unless a notice of such election is given to Tenant or unless the termination
                                         thereof is decreed by a court of competent jurisdiction. The words “re-enter”,
                                         “re-entry” and “re-entering” as used herein are not restricted
                                         to their technical legal meanings.



 


		b)	If any default specified in Sections 17.1 (a) through (g) occurs and continues beyond the period
of grace (if any) therefor, then if Landlord does not elect to terminate this Lease Landlord may, from time to time and without
terminating this Lease, enforce all its rights and remedies under this Lease, including the right to recover the Fixed Monthly
Rent and Additional Rent as the same becomes payable by Tenant hereunder.



 


		i)	If Landlord consents thereto, Tenant may sublet the Premises or any part thereof (which consent
Landlord agrees will not be unreasonably withheld), subject to Tenant’s compliance with the requirements of Article 11 of
this Lease. So long as Landlord is exercising this remedy it will not terminate Tenant’s right to possession of the Premises,
but it may engage in the acts permitted by Section 1951.4(c) of the California Civil Code.



 


		c)	If Tenant abandons the Premises in breach of this Lease, Landlord shall have the right to relet
the Premises or any part thereof on such terms and conditions and at such rentals as Landlord in its sole discretion may deem advisable,
with the right to make alterations and repairs in and to the Premises necessary to reletting. If Landlord so elects to relet, then
gross rentals received by Landlord from the reletting shall be applied:



 


		i)	first, to the payment
                                         of the reasonable expenses incurred or paid by Landlord in re-entering and securing possession
                                         of the Premises and in the reletting thereof (including, without limitation, altering
                                         and preparing the Premises for new tenants and brokers’ commissions);



 


		ii)	second, to the payment of the Fixed Monthly Rent and Additional Rent payable by Tenant hereunder;
and



 


		iii)	third, the remainder, if any, to be retained by Landlord and applied to the payment of future
Fixed Monthly Rent and Additional Rent as the same become due.



 


Should the gross rentals received by Landlord
from the reletting be insufficient to pay in full the sums stated in Section 18.3 (a) and (b) hereinabove, Tenant shall, upon demand,
pay the deficiency to Landlord.


 


Section 18.4. Certain Waivers. After
Landlord has actually obtained possession of the Premises pursuant to any lawful order of possession granted in a valid court of
law, Tenant thereafter waives and surrenders for Tenant, and for all claiming under Tenant, all rights and privileges now or hereafter
existing to redeem the Premises (whether by order or judgment of any court or by any legal process or writ); to assert Tenant’s
continued right to occupancy of the Premises; or to have a continuance of this Lease for the Term hereof. Tenant also waives the
provisions of any law relating to notice and/or delay in levy of execution in case of an eviction or dispossession for nonpayment
of rent, and of any successor or other law of like import.


 


Section 18.5. Cumulative Remedies. The
remedies of Landlord provided for in this Lease are cumulative and are not intended to be exclusive of any other remedies to which
Landlord may be lawfully entitled. The exercise by Landlord of any remedy to which it is entitled shall not preclude or hinder
the exercise of any other such remedy.


 





	 	 	 	 	 	 	 	 
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ARTICLE 19


INSURANCE


 


Section 19.1. Landlord Obligations:


 


		a)	Landlord shall secure and maintain during the Term of this Lease the following insurance:



 


		i)	Commercial General Liability and Umbrella Liability insurance relating to Landlord’s
operation of the Building, for personal and bodily injury and death, and damage to other’s property.



 


		ii)	All risk of standard fire insurance and extended coverage including vandalism
and malicious mischief and sprinkler leakage endorsements relating to the Building, the parking facilities, the Common Area improvements
and any and all improvements installed in, on or upon the Premises and affixed thereto (but excluding Tenant’s fixtures,
furnishings, equipment, personal property or other elements of Tenant’s Property), and provided that the premium cost for
coverage of the Improvements to the Premises in excess of a total value equal to Thirty-Five Dollars ($35.00) per square foot of
Usable Area in the Premises shall be directly reimbursed from Tenant to Landlord, pursuant to the provisions of Section 4.3 of
this Lease;



 


		iii)	Such other insurance (including, without limitation, boiler and machinery,
rental loss, earthquake and/or flood insurance) as Landlord reasonably elects to obtain or any Lender requires.



 


		b)	Insurance effected by Landlord under this Section 19.1 will be:



 


		i)	In amounts which Landlord from time to time determines sufficient or which
any Lender requires; and



 


		ii)	Subject to such deductibles and exclusions as Landlord deems appropriate.



 


		c)	Notwithstanding any contribution by Tenant to the cost of insurance premiums
as provided herein, Tenant acknowledges that Tenant has no right to receive any proceeds from any insurance policies carried by
Landlord.



 


Section 19.2.
Tenant Obligations.


 


		a)	At least ten (10) days prior to the earlier of the Commencement Date or Tenant’s
anticipated early access date of the Premises and thereafter during the Term of this Lease, Tenant shall secure and maintain, at
its own expense throughout the Term of this Lease the following minimum types and amounts of insurance, in form and in companies
acceptable to Landlord, insuring Tenant, its employees, agents and designees:



 


		i)	Workers’ Compensation Insurance, the amount and scope of which shall
be the amount and scope required by statute or other governing law;



 


		ii)	Employer’s
                                         Liability Insurance in amounts equal to the greater of (1) the insurance currently
                                         maintained by Tenant, or (2) the following: Bodily Injury by accident - $1,000,000 each
                                         accident; Bodily Injury by disease - $1,000,000 policy limit; and Bodily Injury by disease
                                         - $1,000,000 each employee;



 


		iii)	Commercial
                                         General Liability and Umbrella Liability Insurance on an occurrence basis, without claims-made
                                         features, with bodily injury and property damage coverage in an amount equal to a combined
                                         single limit of not less than $2,000,000; and such insurance shall include the following
                                         coverages: (A) Premises and Operations coverage with X, C, and U exclusions for explosion,
                                         collapse, and underground property damage deleted under both premises/operations and
                                         contractual liability coverage parts, if applicable; (B) Owner and Contractor Protective
                                         coverage; (C) Products and Completed Operations coverage; (D) Blanket Contractual coverage,
                                         including both oral and written contracts; (E) Personal Injury coverage; (F) Broad Form
                                         Comprehensive General Liability coverage (or its equivalent); and (G) Broad Form Property
                                         Damage coverage, including completed operations;



 


		iv)	All risk of standard fire insurance and extended coverage with vandalism and
malicious mischief and sprinkler leakage endorsements, insuring fixtures, glass, equipment, merchandise, inventory and other elements
of Tenant’s Property in and all other contents of the Premises. Such insurance shall be in an amount equal to 100% of the
replacement value thereof (and Tenant shall redetermine the same as frequently as necessary in order to comply herewith). The proceeds
of such insurance, so long as this Lease remains in effect, shall be used to repair and/or replace the items so insured;



 


		v)	A commercially reasonable and customary policy of business interruption insurance
with respect to the operation of Tenant’s business; and



 


		vi)	Any other forms of insurance Landlord may reasonably require from time to time,
in form and amounts and for insurance risks against which a prudent tenant of comparable size in a comparable business would protect
itself.



 


		b)	All insurance policies maintained to provide the coverages required herein shall:



 


		i)	Be issued by insurance companies authorized to do business in the state in
which the leased premises are located, and with companies rated, at a minimum “A- VII” by A.M. Best;



 


		ii)	Be subject to the prior approval of Landlord (which approval shall not be unreasonably
withheld) as to form, substance and insurer;



 


		iii)	Provide for a deductible only so long as Tenant shall remain liable for payment
of any such deductible in the event of any loss;



 


		iv)	Contain appropriate cross-liability endorsements denying Tenant’s insurers
the right of subrogation against Landlord as to risks covered by such insurance, without prejudice to any waiver of indemnity provisions
applicable to Tenant and any limitation of liability provisions applicable to Landlord hereunder, of which provisions Tenant shall
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		v)	Contain provisions for at least ten (10) days advance written notice to Landlord
of cancellation due to non-payment and thirty (30) days advance written notice to Landlord of material modification or cancellation
for any reason other than non-payment; and



 


		vi)	Stipulate that coverages afforded under such policies are primary insurance
as respects Landlord and that any other insurance maintained by Landlord are excess and non-contributing with the insurance required
hereunder.



 


		c)	No endorsement limiting or excluding a required coverage is permitted.



 


		d)	Tenant shall deliver to Landlord upon execution of this Lease, written evidence
of insurance coverages required herein. Tenant shall deliver to Landlord no less than fifteen (15) days prior to the expiration
of any required coverage, written evidence of the renewal or replacement of such coverage. Landlord’s failure at any time
to object to Tenant’s failure to provide the specified insurance or written evidence thereof (either as to the type or amount
of such insurance) shall not be deemed as a waiver of Tenant’s obligations under this Section.



 


		e)	Landlord
                                         shall be named as an additional insured on the Tenant’s policies of General Liability
                                         and Umbrella Liability insurance and as a loss payee on the Tenant’s policies of
                                         All Risk insurance as their interest may appear. Tenant shall deliver to Landlord the
                                         appropriate endorsements evidencing additional insured and loss payee status. Any claim
                                         for loss under said insurance policies shall be payable notwithstanding any act, omission,
                                         negligence, representation, misrepresentation or other conduct or misconduct of Tenant
                                         which might otherwise cause cancellation, forfeiture or reduction of such insurance.



 


		f)	The insurance requirements in this Section shall not in any way limit, in either
scope or amount, the indemnity obligations separately owed by Tenant to Landlord under this Lease.



 


		g)	Nothing herein shall in any manner limit the liability of Tenant for non-performance
of its obligations or for loss or damage for which Tenant is responsible. The aforementioned minimum limits of policies shall in
no event limit the liability of Tenant hereunder.



 


		h)	Tenant may, at its option, satisfy its insurance obligations hereunder by policies
of so-called blanket insurance carried by Tenant provided that the same shall, in all respects, comply with the provisions hereof.
In such event, Tenant shall not be deemed to have complied with its obligations hereunder until Tenant shall have obtained and
delivered to Landlord a copy of each such policy together with an appropriate endorsement or certificate applicable to and evidencing
full compliance with the specific requirements of this Lease (irrespective of any claim which may be made with respect to any other
property or liability covered under such policy), and until the same shall have been approved by Landlord in writing.



 


Section 19.3. Compliance with
Building Insurance Requirements. After Tenant takes occupancy of the Premises, Tenant shall not violate or permit in, on or
upon the Premises the violation of any condition imposed by such standard fire insurance policies as are normally issued for office
buildings in the City or County in which the Building is located. Tenant shall not do, suffer or permit anything to be done, or
keep, suffer or permit anything to be kept, in the Premises which would increase the risk ratings or premium calculation factors
on the Building or property therein (collectively an “Increased Risk”), or which would result in insurance companies
of good standing refusing to insure the Building or any property appurtenant thereto in such amounts and against such risks as
Landlord may reasonably determine from time to time are appropriate.


 


Notwithstanding the above, if additional
insurance is available to cover such Increased Risk, Tenant shall not be in default hereunder if:


 


		a)	Tenant authorizes Landlord in writing to obtain such additional insurance; and



 


		b)	prepays the annual cost thereof to Landlord for such additional coverage, as
well as the additional costs, if any, of any increase in Landlord’s other insurance premiums resulting from the existence
or continuance of such Increased Risk.



 


Section 19.4. Mutual Waiver of
Subrogation. Landlord and Tenant agree to have their respective insurance companies issuing property damage insurance waive
any rights of subrogation that such companies may have against Landlord or Tenant, as the case may be. Anything in this Lease to
the contrary notwithstanding, Landlord and Tenant hereby waive and release each other of and from any and all rights of recovery,
claims, actions or causes of actions against each other, their respective agents, officers and employees, for any loss or damage
that may occur to the Premises, Building or Project, or personal property within the Building, regardless of cause or origin, including
the negligence of Landlord and Tenant and their respective agents, officers, employees and contractors. Each party agrees to give
immediately to its respective insurance company which has issued policies of insurance covering any risk of direct physical loss,
written notice of the terms of the mutual waivers contained in this Section 19.4, and to have such insurance policies properly
endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers. If either Landlord or
Tenant fails to provide the insurance policy or policies required hereinabove, the waiver of subrogation contained in this Section
19.4 shall no longer inure to the benefit of the party failing to provide such insurance, and the party claiming against such uninsured
party shall be entitled to restitution of all damages and expenses suffered and/or claimed, without limitation.


 


Section 19.5. Failure to Secure.
If at any time during the Term, and after expiration of ten (10) business days’ prior written demand therefore from Landlord,
Tenant fails to:


 


		a)	provide Landlord with access to a registered insurance broker of record that
can verify Tenant’s compliance with the requirement contained in this Article 19; or



 





	 	 	 	 	 	 	 	 
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		b)	provide documentation reasonably acceptable to Landlord that Tenant has secured and maintained
the insurance coverage required hereunder,



 


then such failure shall be considered a
material default under this Lease, and Landlord shall have the option, but not the obligation, without further notice or demand
to obtain such insurance on behalf of or as the agent of Tenant and in Tenant’s name.


 


Tenant shall pay Landlord’s
billing for the premiums associated with such insurance policy or policies within five (5) days after receipt of Landlord’s
billing, as well as such other reasonable costs and fees arising out of such default, together with interest on the entire amount
so advanced by Landlord, at the rate of ten percent (10%) per annum, computed from the date of such advance. Such advances, if
made by Landlord, shall be construed as and considered Additional Rent under this Lease.


 


ARTICLE 20 


MISCELLANEOUS


 


Section 20.1. Entire Agreement. This
Lease, including the exhibits and guaranty of lease, if any, annexed hereto, contains all of the agreements and understandings
relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection therewith and neither party and
no agent or representative thereof has made or is making, and neither party in executing and delivering this Lease is relying upon,
any warranties or representations, except to the extent set forth in this Lease. All understandings and agreements heretofore had
between Landlord and Tenant relating to the leasing of the Premises are merged in this Lease, which alone fully and completely
expresses their agreement. The Riders (if any) and Exhibits annexed to this Lease and the Construction Agreement are hereby incorporated
herein and made a part hereof.


 


Section 20.2. No Waiver or Modification.
The failure of Landlord or Tenant to insist in any instance upon the strict keeping, observance or performance of any covenant
or agreement contained in this Lease or to exercise any election herein contained shall not be construed as a waiver or relinquishment
for the future of such covenant or agreement, but the same shall continue and remain in full force and effect. No waiver or modification
by either Landlord or Tenant of any covenant or agreement contained in this Lease shall be deemed to have been made unless the
same is in writing executed by the party whose rights are being waived or modified. No surrender of possession of any part of the
Premises shall release Tenant from any of its obligations hereunder unless accepted in writing by Landlord. The receipt and retention
by Landlord, and the payment by Tenant, of Fixed Monthly Rent or Additional Rent with knowledge of the breach of any covenant or
agreement contained in this Lease shall not be deemed a waiver of such breach by either Landlord or Tenant.


 


Section 20.3. Time of the Essence. Time
is of the essence of this Lease and of all provisions hereof, except in respect to the delivery of possession of the Premises at
the Commencement Date.


 


Section 20.4. Force Majeure. For
the purposes of this Lease, “Force Majeure” shall be defined as any or all prevention, delays or stoppages
and/or the inability to obtain services, labor, materials or reasonable substitutes therefor, when such prevention, delay, stoppage
or failure is due to strikes, lockouts, labor disputes, terrorist acts, acts of God, governmental actions, civil commotion, fire
or other casualty, and/or other causes beyond the reasonable control of the party obligated to perform, except that Force Majeure
may not be raised as a defense for Tenant’s non-performance of any obligations imposed by this Lease with regard to the
payment of Fixed Monthly Rent and/or Additional Rent.


 


Notwithstanding anything
to the contrary contained in this Lease, Force Majeure shall excuse the performance of such party for a period equal to any such
prevention, delay, stoppage or inability. Therefore, if this Lease specifies a time period for performance of an obligation by
either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force
Majeure.


 


Section 20.5. Broker. Landlord and
Tenant represent to one another that each has dealt with no broker or agent in connection with this Lease or its negotiations other
than Douglas Emmett Management, LLC and Held Properties, Inc. Landlord and Tenant shall hold one another harmless
from and against any and all liability, loss, damage, expense, claim, action, demand, suit or obligation arising out of or relating
to a breach by the indemnifying party of such representation. Landlord agrees to pay all commissions due to the brokers listed
above created by Tenant’s execution of this Lease.


 


Section 20.6. Governing Law. This
Lease shall be governed by and construed in accordance with the laws of the State of California.


 


Section 20.7. Submission of Lease.
Whether or not rental deposits have been received by Landlord from Tenant, and whether or not Landlord has delivered
to Tenant an unexecuted draft version of this Lease for Tenant’s review and/or signature, no contractual or other rights
shall exist between Landlord and Tenant with respect to the Premises, nor shall this Lease be valid and/or in effect until this
Lease has been fully executed and a duplicate original of said fully-executed Lease has been delivered to both Landlord and Tenant.


 


The submission of this
Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of or an option for
Tenant to lease, or otherwise create any interest by Tenant in the Premises or any other offices or space situated in the Building.
Execution of this Lease by Tenant and its return to Landlord shall not be binding upon Landlord, notwithstanding any time interval,
until Landlord has in fact executed and delivered a fully-executed duplicate original of this Lease to Tenant. Landlord and Tenant
agree hereby to authorize transmission of all or portions of documents, including signature lines thereon, by facsimile machines,
and further authorize the other party to rely conclusively upon such facsimile transmissions as if the original had been received.


 





	 	 	 	 	 	 	 	 
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Section 20.8. Captions. The
captions in this Lease are for convenience only and shall not in any way limit or be deemed to construe or interpret the terms
and provisions hereof.


 


Section 20.9. Singular and Plural,
Etc. The words “Landlord” and “Tenant”, as used herein, shall include the plural as well as the singular.
Words used in the masculine gender include the feminine and neuter. If there be more than one Landlord or Tenant the obligations
hereunder imposed upon Landlord and Tenant shall be joint and several.


 


Section 20.10. Independent Covenants.
Except where the covenants contained in one Article of this Lease are clearly affected by or contingent upon fulfillment by
either party of another Article or paragraph of this Lease, this Lease shall be construed as though the covenants herein between
Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary
and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs
or perform any actions hereunder at Landlord’s expense or to any set-off of the Rent or other amounts owing hereunder against
Landlord; provided, however, that the foregoing shall in no way impair the right of Tenant to commence a separate action against
Landlord for the violation by Landlord of the provisions hereof so long as notice is first given to Landlord and any holder of
a mortgage or deed of trust covering the Building, Real Property or any portion thereof, of whose address Tenant has theretofore
been notified, and an opportunity is granted to Landlord and such holder to correct such violations as provided above.


 


Section 20.11. Severability. If
any covenant or agreement of this Lease or the application thereof to any person or circumstance shall be held to be invalid or
unenforceable, then and in each such event the remainder of this Lease or the application of such covenant or agreement to any
other person or any other circumstance shall not be thereby affected, and each covenant and agreement hereof shall remain valid
and enforceable to the fullest extent permitted by law.


 


Section 20.12. Warranty of Authority.
If Landlord or Tenant signs as a corporation, limited liability company or a partnership, each of the persons executing this
Lease on behalf of Landlord or Tenant hereby covenant and warrant that each is a duly authorized and existing entity, that each
has and is qualified to do business in California, that the persons signing on behalf of Landlord or Tenant have full right and
authority to enter into this Lease, and that each and every person signing on behalf of either Landlord or Tenant are authorized
to do so.


 


Section 20.13. No Representations
or Warranties. Neither Landlord nor Landlord’s agents or attorneys have made any representations or warranties with respect
to the Premises, the Building or this Lease, except as expressly set forth herein, and no rights, easements or licenses are or
shall be acquired by Tenant by implication or otherwise.


 


Section 20.14. No Joint Venture
or Partnership. This Lease shall not be deemed or construed to create or establish any relationship of partnership or joint
venture or similar relationship or arrangement between Landlord and Tenant hereunder.


 


Section 20.15. Tenant’s
Obligations At Its Sole Expense. Notwithstanding the fact that certain references in this Lease to acts required to be performed
by Tenant hereunder, or to breaches or defaults of this Lease by Tenant, omit to state that such acts shall be performed at Tenant’s
sole expense, or omit to state that such breaches or defaults by Tenant are material, unless the context clearly implies to the
contrary each and every act to be performed or obligation to be fulfilled by Tenant pursuant to this Lease shall be performed or
fulfilled at Tenant’s sole expense, and all breaches or defaults by Tenant hereunder shall be deemed material.


 


Section 20.16. Attorneys’ Fees.
If litigation is instituted between Landlord and Tenant, the cause for which arises out of or in relation to this Lease, the
prevailing party in such litigation shall be entitled to receive its costs (not limited to court costs), expenses and reasonable
attorneys’ fees from the non-prevailing party as the same may be awarded by the court.


 


Section 20.17. Waiver of Trial
by Jury. In the interest of saving time and expense, Landlord and Tenant hereby consent to trial without a jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the other or their successor-in-interest in respect
to any matters arising out of or relating to this Lease.


 


Section 20.18. No Merger. The
voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Landlord terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an
assignment to it of any or all such subleases or subtenancies.


 


Section 20.19. Prohibition Against
Recording. Except as provided in Section 14.3 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing
with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording
thereof in violation of this provision shall make this Lease null and void at Landlord’s election.


 


Section 20.20. Hazardous Waste.
Tenant specifically agrees that, except for such limited quantities of office materials and supplies as are customarily used
in Tenant’s normal business operations, Tenant shall not engage or permit at any time, any operations or activities upon,
or any use or occupancy of the Premises, or any portion thereof, for the purpose of or in any way involving the handling, manufacturing,
treatment, storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental
or intentional) of any hazardous substances, materials or wastes, or any wastes regulated under any local, state or federal law.


 


Tenant shall,
during the Term, remain in full compliance with all applicable laws governing its use and occupancy of the Premises, including,
without limitation, the handling, manufacturing, treatment, storage, disposal, discharge, use, and transportation of hazardous
substances, materials or wastes, and any wastes


 





	 	 	 	 	 	 	 	 
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regulated under any local, state
or federal law. Tenant will remain in full compliance with the terms and conditions of all permits and licenses issued to it by
any governmental authority on account of any or all of its activities on the Premises. Tenant shall comply with any operations
and maintenance program for the Real Property.


 


Section 20.21. Transportation Management.
Tenant shall, at Tenant’s sole expense, fully comply with all present or future programs intended to manage parking,
transportation or traffic in and around the Building, when the same have been mandated by an outside governmental authority having
jurisdiction therefor and not when required for the convenience of Landlord.


 


In connection therewith,
Tenant shall be responsible for the transportation planning and management for all of Tenant’s employees while located at
the Premises, by working directly with Landlord, any governmental transportation management organization or any other transportation-related
committees or entities reasonably designated by Landlord. Such programs may include, without limitation:


 


		a)	restrictions on the number of peak-hour vehicle trips generated by Tenant;



 


		b)	requirements for increased vehicle occupancy;



 


		c)	implementing an in-house ride-sharing program and/or appointing an employee transportation coordinator;



 


		d)	working with employees of any Building (or area-wide) ridesharing program manager;



 


		e)	instituting employer-sponsored incentives (financial or in-kind) to encourage employees to ridesharing; and



 


		f)	utilizing flexible work shifts for employees.



 


Section 20.22. Signage. Tenant may
not install, inscribe, paint or affix any awning, shade, sign, advertisement or notice on or to any part of the outside or inside
of the Building, or in any portion of the Premises visible to the outside of the Building or Common Areas without Landlord’s
prior written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion.


 


All signage and/or directory
listings installed on behalf of Tenant, whether installed in, on or upon the public corridors, doorways, Building directory and/or
parking directory (if any), or in any other location whatsoever visible outside of the Premises, shall be installed by Landlord,
at Tenant’s sole expense.


 


Tenant’s identification
on or in any Common Area of the Building shall be limited to Tenant’s name and suite designation, and in no event shall Tenant
be entitled to the installation of Tenant’s logo in any portion of the Building or Common Areas. Furthermore, the size, style,
and placement of letters to be used in any of Tenant’s signage shall be determined by Landlord, in Landlord’s sole
discretion, in full conformance with the previously established signage program for the Building.


 


Except as specified
hereinbelow, Tenant shall only be entitled to one (1) listing on the Building directory, or any parking directory ancillary thereto,
which shall only show Tenant’s business name and suite designation. Tenant shall also be entitled to a maximum of one (1)
additional listing on said Building and/or parking directory, which listings shall be limited solely to Tenant’s officers,
employees, subsidiaries, affiliates and/or sublessees, if any. All of said listings shall be subject to Landlord’s prior
written approval, which shall not be unreasonably withheld, conditioned or delayed.


 


Section 20.23. Asbestos Notification.
Tenant acknowledges that it has received and reviewed Exhibit F attached hereto and incorporated herein.


 


Section 20.24. Confidentiality. Landlord
and Tenant agree that the covenants and provisions of this Lease shall not be divulged to anyone not directly involved in the management,
administration, ownership, lending against, or subleasing of the Premises, which permitted disclosure shall include, but not be
limited to, the board members, legal counsel and/or accountants of either Landlord or Tenant.


 


Section 20.25. Intentionally Omitted.


 


Section 20.26. Landlord’s Right
to Perform Tenant’s Obligations. All obligations to be performed by Tenant under this Lease shall be performed by Tenant
at Tenant’s expense (unless this Lease expressly provides otherwise) without any reduction of or offset against Rent. Except
to the extent set forth in Section 17.2 herein, in the event of a default by Tenant of any obligation under this Lease, Landlord
may, after delivering notice to Tenant and allowing Tenant ten (10) business days to cure such default, perform the obligation
on Tenant’s behalf, without waiving any of Landlord’s rights, remedies, claims or defenses with respect to Tenant’s
failure to perform any obligations and without releasing Tenant from such obligations. If Landlord determines that
such default reasonably requires additional time for cure, then Landlord’s notice may state such other time period,
provided that Tenant commences its cure within ten (10) business days after notice and thereafter continuously prosecutes such
cure to completion. Within fifteen (15) business days after receiving a statement from Landlord, Tenant shall pay to Landlord
the amount of the expense reasonably incurred by Landlord in performing Tenant’s obligation. If Tenant fails to pay such
amount to Landlord within the specified time period, Landlord may (in addition to any other remedies of Landlord under this Lease
or applicable law) deduct the amount due from the Security Deposit under Section 3.7. The terms of this Section 20.26 shall
survive the expiration or earlier termination of this Lease.


 


ARTICLE 21 


PARKING


 


Section 21.1. Parking. Throughout
the Term, Tenant shall have the right but not the obligation to purchase and assign to its employees up to three (3) unreserved
parking permits and two (2) valet assist permits as set forth in Section 21.1 of the Basic Lease Information (“BLI”).
Except as otherwise


 





	 	 	 	 	 	 	 	 
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permitted by Landlord’s management
agent in its reasonable discretion, and based on the availability thereof, in no event shall Tenant be entitled to purchase more
than the number of parking permits listed in the BLI. If additional parking permits are available on a month-to-month basis, which
determination shall be in the sole discretion of Landlord’s parking agent, Tenant shall be permitted to purchase one or more
of said permits on a first-come, first-served basis.


 


Said parking permits
shall allow Tenant to park in the Building parking facility at the posted monthly parking rates and charges then in effect, plus
any and all applicable taxes, provided that such rates may be changed from time to time, in Landlord’s sole discretion. Landlord
shall retain sole discretion to designate the location of each parking space, and whether it shall be assigned, or unassigned,
unless specifically agreed to otherwise in writing between Landlord and Tenant.


 


Guests and invitees
of Tenant shall have the right to use, in common with guests and invitees of other tenants of the Building, the transient parking
facilities of the Building at the then-posted parking rates and charges, or at such other rate or rates and charges as may be agreed
upon from time to time between Landlord and Tenant in writing. Such rate(s) or charges may be changed by Landlord from time to
time in Landlord’s sole discretion, and shall include, without limitation, any and all fees or taxes relating to parking
assessed to Landlord for such parking facilities.


 


Tenant or Tenant’s
agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders continued use of said
transient, as well as monthly parking, shall be contingent upon Tenant and Tenant’s agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders continued compliance with the reasonable and non-discriminatory
rules and regulations adopted by Landlord, which rules and regulations may change at any time or from time to time during the Term
hereof in Landlord’s sole discretion.


 


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ORIGINAL


 


IN WITNESS WHEREOF, Landlord and
Tenant have duly executed this Lease, effective the later of the date(s) written below.


 





	LANDLORD:	 	TENANT:
	 	 	 	 	 
	DOUGLAS EMMETT 1997, LLC, a Delaware 
 limited liability company	 	RITTER PHARMACEUTICALS, INC., a
 Delaware corporation
	 	 	 	 	 
	By:	Douglas Emmett Management, Inc.,	 	By:	/s/ Andrew Ritter






	 	a Delaware corporation, its Manager	 	Name:	Andrew Ritter






	 	 	 	Title:	President



	 	By:	/s/ Michael J. Means	 		
	 	 	Michael J. Means,	 	 	 
	 	 	Senior Vice President	 	Dated:	6/26/13


 


	 	Dated:	6.28.13	 	 



	 	By:	 






	 	Name:	 






	 	Title:	 
	 	 	 






	 	Dated:	 



 


	 	 	 	 	 	 	 	 
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EXHIBIT A - PREMISES PLAN


 


Suite 1820 at 1801 Century Park East, Los
Angeles, California 90067


Rentable Area: approximately 1,712 square
feet


Usable Area: approximately 1,450 square feet


(Measured pursuant to the provisions of Section
1.4 of the Lease)


 





 





	 	 	 	 	 	 	 	 
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EXHIBIT B 


INTENTIONALLY OMITTED


 





	 	 	 	 	 	 	 	 
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EXHIBIT B-1


CONSTRUCTION BY TENANT DURING
TERM 


 


1.      If
Tenant wishes to make a Tenant Change, as specified in Section 12.12 of the Lease, such Tenant Change shall be completed pursuant
to the provisions of Section 12.12 of the Lease and this Exhibit B-1. Tenant shall bear all costs of said Tenant Change, which
shall be paid directly to Tenant’s general contractor (“Contractor”).


 


2.      Contractor
shall complete construction to the Premises pursuant to the final Plans and Specifications approved in writing by Landlord and
Tenant (the “Tenant Change”), in compliance with all applicable codes and regulations. Tenant’s selections of
finishes and materials shall be indicated on the Plans and Specifications, and shall be equal to or better than the minimum Building
standards and specifications. All work not shown on the final Plans and Specifications, but which is to be included in the Tenant
Change, including but not limited to, telephone service installation, furnishings or cabinetry, shall be installed pursuant to
Landlord’s reasonable directives.


 


3.      Prior
to commencing any work:


 


		a)	Tenant’s proposed Contractor and the Contractor’s proposed subcontractors
and suppliers shall be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.
As a condition of such approval, so long as the same are reasonably cost competitive, then Contractor shall use Landlord’s
Heating, Venting, and Air-conditioning, plumbing, and electrical subcontractors for such work.



 


		b)	During completion of any Tenant Change, neither Tenant or Contractor shall permit
any subcontractors, workmen, laborers, material or equipment to come into or upon the Building if the use thereof, in Landlord’s
reasonable judgment, would violate Landlord’s agreement with any union providing work, labor or services in or about the
Building or disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about
the Building or the Common Areas. If any violation, disturbance, interference or conflict occurs, Tenant, upon demand by Landlord,
shall immediately cause all contractors or subcontractors or all materials causing the violation, disturbance, interference, difficulty
or conflict, to leave or be removed from the Building or the Common Areas immediately. Tenant shall indemnify and hold Landlord
harmless from and against all claims, suits, demands, damages, judgments, costs, interest and expenses (including attorneys fees
and costs incurred in the defense thereof) to which Landlord may be subject or suffer when the same arise out of or in connection
with the use of, work in, construction to, or actions in, on, upon or about the Premises by Tenant or Tenant’s agents, contractors,
directors, employees, licensees, officers, partners or shareholders, including any actions relating to the installation, placement,
removal or financing of any Tenant Change, improvements, fixtures and/or equipment in, on, upon or about the Premises.



 


		c)	Contractor shall submit to Landlord and Tenant a written bid for completion
of the Tenant Change. Said bid shall include Contractor’s overhead, profit, and fees, and, if the proposed Tenant Change is for
cosmetic work in excess of $5,000 in aggregate value per occurrence or for structural work of any kind, Contractor shall:



 


		i	pre-pay to Landlord’s managing agent $250.00 as partial payment of said
managing agent’s construction administration fee, as specified hereinbelow, and



 


		ii	upon completion of said Tenant Change, pay an administration fee for supervision
of said Tenant Change equal to seven and one-half percent (7.5%) of the total cost of the Tenant Change, to defray said agent’s
costs for supervision of the construction.



 


4.         Tenant
or Contractor shall submit all Plans and Specifications to Landlord, and
no work on the Premises shall be commenced before Tenant has received Landlord’s final written
approval thereof, which shall not be unreasonably withheld, delayed or conditioned. In addition, Tenant shall reimburse Landlord
for any and all of Landlord’s out of pocket costs incurred in reviewing Tenant’s plans for any Tenant Change or for
any other “peer review” work associated with Landlord’s review of Tenant’s plans for any Tenant Change,
including, without limitation, Landlord’s out of pocket costs incurred in engaging any third party engineers, contractors,
consultants or design specialists. Tenant shall pay such costs to Landlord within five (5) business days after Landlord’s
delivery to Tenant of a copy of the invoice(s) for such work.


 


5.         Contractor
shall complete all architectural and planning review and obtain all permits, including signage, required by the city, state or
county in which the Premises are located.


 


6.         Contractor
shall submit to Landlord verification of public liability and worker’s compensation insurance adequate to fully protect Landlord
and Tenant from and against any and all liability for death or injury to persons or damage to property caused in or about or by
reason of the construction of any work done by Contractor or Contractor’s subcontractors or suppliers.


 


7.         Unless
otherwise waived in writing by Landlord, which waiver shall be in Landlord’s sole discretion, Contractor shall provide payment
and performance bonds in an amount equal to 100% of the estimated amount of Tenant Change, as specified to Landlord pursuant to
Paragraph 2.


 


8.         Contractor
and Contractor’s subcontractors and suppliers shall be subject to Landlord’s reasonable administrative control and
supervision. Landlord shall provide Contractor and Contractor’s subcontractors and suppliers with reasonable access to the
Premises.


 


9.         During
construction of the Tenant Change, Contractor shall adhere to the procedures contained hereinbelow, which represent Landlord’s
minimum requirements for completion of the Tenant Change.


 





	 	 	 	 	 	 	 	 
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EXHIBIT B-1


CONSTRUCTION BY TENANT DURING TERM (cont’d)


 


10.         Upon completion of
the Tenant Change, Tenant shall provide Landlord with such evidence as Landlord may reasonably request that the Contractor has
been paid in full, and Contractor shall provide Landlord with lien releases as requested by Landlord, confirmation that no liens
have been filed against the Premises or the Building. If any liens arise against the Premises or the Building as a result of the
Tenant Change, Tenant shall immediately, at Tenant’s sole expense, remove such liens and provide Landlord evidence that the
title to the Building and Premises have been cleared of such liens.


 


11.         Whether or not Tenant
or Contractor timely complete the Tenant Change, unless the Lease is otherwise terminated pursuant to the provisions contained
therein, Tenant acknowledges and agrees that Tenant’s obligations under the Lease to pay Fixed Monthly Rent and/or Additional
Rent shall continue unabated.


 


CONSTRUCTION POLICY


 


The following
policies outlined are the construction procedures for the Building. As a material consideration to Landlord for granting Landlord’s
permission to Tenant to complete the construction contemplated hereunder, Tenant agrees to be bound by and follow the provisions
contained hereinbelow:


 


		1.	Administration



 


		a)	Contractors to notify the management office for the Building prior to starting
any work. All jobs must be scheduled by the general contractor or sub-contractor when no general contractor is being used.



 


		b)	The general contractor is to provide the Building Manager with a copy of the
projected work schedule for the suite, prior to the start of construction.



 


		c)	Contractor will make sure that at least one set of drawings will have the Building
Manager’s initials approving the plans and a copy delivered to the Building Office.



 


		d)	As-built construction, including mechanical drawings and air balancing reports
will be submitted at the end of each project.



 


		e)	The HVAC contractor is to provide the following items to the Building Manager
upon being awarded the contract from the general contractor:



 


		i)	A plan showing the new ducting layout, all supply and return air grille locations and all thermostat
locations. The plan sheet should also include the location of any fire dampers.



 


		ii)	An Air Balance Report reflecting the supply air capacity throughout the suite, which is to be given
to the Chief Building Engineer at the finish of the HVAC installation.



 


		f)	All paint bids should reflect a one-time touch-up paint on all suites. This
is to be completed approximately five (5) days after move-in date.



 


		g)	The general contractor must provide for the removal of all trash and debris
arising during the course of construction. At no time are the building’s trash compactors and/or dumpsters to be used by the general
contractor’s clean-up crews for the disposal of any trash or debris accumulated during construction. The Building Office assumes
no responsibility for bins. Contractor is to monitor and resolve any problems with bin usage without involving the Building Office.
Bins are to be emptied on a regular basis and never allowed to overflow. Trash is to be placed in the bin.



 


		h)	Contractors will include in their proposals all costs to include: parking,
elevator service, additional security (if required), restoration of carpets, etc. Parking will be validated only if contractor
is working directly for the Building Office.



 


		i)	Any problems with construction per the plan, will be brought to the attention
of and documented to the Building Manager. Any changes that need additional work not described in the bid will be approved in writing
by the Building Manager. All contractors doing work on this project should first verify the scope of work (as stated on the plans)
before submitting bids; not after the job has started.



 


		2.	Building Facilities Coordination



 


		a)	All deliveries of material will be made through the parking lot entrance.



 


		b)	Construction materials and equipment will not be stored in any area without
prior approval of the Building Manager.



 


		c)	Only the freight elevator is to be used by construction personnel and equipment.
Under no circumstances are construction personnel with materials and/or tools to use the “passenger” elevators.



 


		3.	Housekeeping



 


		a)	Suite entrance doors are to remain closed at all times, except when hauling
or delivering construction materials.



 


		b)	All construction done on the property that requires the use of lobbies or Common
Area corridors will have carpet or other floor protection. The following are the only prescribed methods allowed:



 


		i)	Mylar: Extra heavy-duty to be taped from the freight elevator to the suite under construction.



 


		ii)	Masonite: 1/4 inch Panel, Taped to floor and adjoining areas. All comers, edges
and joints to have adequate anchoring to provide safe and “trip-free” transitions. Materials to be extra heavy-duty
and installed from freight elevator to the suite under construction.



 





	 	 	 	 	 	 	 	 
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EXHIBIT B-1


CONSTRUCTION BY TENANT DURING
TERM (cont’d)



 


		c)	Restroom wash basins will not be used to fill buckets, make pastes, wash brushes,
etc. If facilities are required, arrangements for utility closets will be made with the Building Office.



 


		d)	Food and related lunch debris are not to be left in the suite under construction.



 


		e)	All areas the general contractor
                                         or their sub-contractors work in must be kept clean. All suites the general contractor
                                         works in will have construction debris removed prior to completion inspection. This includes
                                         dusting of all window sills, light diffusers, cleaning of cabinets and sinks. All Common
                                         Areas are to be kept clean of building materials at all times so as to allow tenants
                                         access to their suites or the building.



 





		4.	Construction Requirements



 


		a)	All Life and Safety and applicable Building Codes will be strictly enforced
(i.e., tempered glass, fire dampers, exit signs, smoke detectors, alarms, etc.). Prior coordination with the Building Manager is
required.



 


		b)	Electric panel schedules must be brought up to date identifying all new circuits added.



 


		c)	All electrical outlets and lighting circuits are to be properly identified. Outlets will be labeled
on back side of each cover plate.



 


		d)	All electrical and phone closets being used must have panels replaced and doors
shut at the end of each day’s work. Any electrical closet that is opened with the panel exposed must have a work person present.



 


		e)	All electricians, telephone personnel, etc. will, upon completion of their
respective projects, pick up and discard their trash leaving the telephone and electrical rooms clean. If this is not complied
with, a clean-up will be conducted by the building janitors and the general contractor will be back-charged for this service.



 


		f)	Welding or burning with an open flame will not be done without prior approval
of the Building Manager. Fire extinguishers must be on hand at all times.



 


		g)	All “anchoring” of walls or supports to the concrete are not to
be done during normal working hours (7:30 AM - 6:00 PM, Monday through Friday). This work must be scheduled before or after these
hours during the week or on the weekend.



 


		h)	All core drilling is not to be done during normal working hours (7:30 AM -
6:00 PM, Monday through Friday). This work must be scheduled before or after these hours during the week or on the weekend.



 


		i)	All HVAC work must be inspected by the Building Engineer. The following procedures
will be followed by the general contractor:



 


		i)	A preliminary inspection of the HVAC work in progress will be scheduled through
the Building Office prior to the reinstallation of the ceiling grid.



 


		ii)	A second inspection of the HVAC operation will also be scheduled through the
Building Office and will take place with the attendance of the HVAC contractor’s Air Balance Engineer. This inspection will take
place when the suite in question is ready to be air-balanced.



 


		iii)	The Building Engineer will inspect the construction on a periodic basis as well.



 


j)         All
existing thermostats, ceiling tiles, lighting fixtures and air conditioning grilles shall be saved and turned over to the Building
Engineer.


 


Good housekeeping rules and regulations
will be strictly enforced. The building office and engineering department will do everything possible to make your job easier.
However, contractors who do not observe the construction policy will not be allowed to perform within this building. The cost of
repairing any damages that are caused by Tenant or Tenant’s contractor during the course of construction shall be deducted
from Tenant’s Security Deposit.


 


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ORIGINAL


 


EXHIBIT B-1


CONSTRUCTION BY TENANT DURING
TERM (cont’d)



 


	LANDLORD:	 	TENANT:
	 	 	 	 	 
	DOUGLAS EMMETT 1997, LLC, a Delaware 
 limited liability company	 	RITTER PHARMACEUTICALS, INC., a
 Delaware corporation
	 	 	 	 	 
	By:	Douglas Emmett Management, Inc.,	 	By:	/s/ Andrew Ritter






	 	a Delaware corporation, its Manager	 	Name:	Andrew Ritter






	 	 	 	Title:	President



	 	By:	/s/ Michael J. Means	 		
	 	 	Michael J. Means,	 	 	 
	 	 	Senior Vice President	 	Dated:	6/26/13


 


	 	Dated:	6.28.13	 	By:	 







	 	Name:	 






	 	Title:	 






	 	 	 
	 	Dated:	 


   





	 	 	 	 	 	 	 	 
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    	B1-4



    	 



    

 


EXHIBIT C


RULES AND REGULATIONS


 


BUILDING RULES AND REGULATIONS


 


1.        Access.
 Tenant and/or Tenant’s agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or
shareholders shall only use the sidewalks, entrances, lobby(ies), garage(s), elevators, stairways, and public corridors as a means
of ingress and egress, and shall take such actions as may reasonably be necessary to ensure that the same remain unobstructed at
all times.


 


The entrance and
exit doors to the Premises are to be kept closed at all times except as required for orderly passage to and from the Premises.
Except on balconies available for the joint or exclusive use of Tenant as otherwise specified hereinabove, Tenant shall not permit
its agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders to loiter in any
part of the Building or obstruct any means of ingress or egress. Tenant shall not cover any doors, and shall not cover any window,
other than with vertical or mini-blinds pre-approved in writing by Landlord. Landlord specifically disapproves the installation
of any film or foil covering whatsoever on the windows of the Premises.


 


Neither Tenant,
nor its agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders shall go up
on the roof or onto any balcony serving the Building, except upon such roof, portion thereof, or balcony as may be contiguous to
the Premises and is designated in writing by Landlord as a roof-deck, roof-garden area, or exclusive use balcony area.


 


2.        Restroom
Facilities.  The toilet rooms, toilets, urinals, wash bowls and other apparatus (the “Restroom Facilities”), whether
contained in the Common Areas of the Building and/or the interior of the Premises, shall not be used for any purpose other than
that for which they were designed. Tenant shall not permit its agents, clients, contractors, directors, employees, invitees, licensees,
officers, partners or shareholders to throw foreign substances of any kind whatsoever or papers not specifically designated for
use in the Restroom facilities down any toilet, or to dispose of the same in any way not in keeping with the instructions provided
to Tenant by the management of the Building regarding same, and Tenant hereby specifically agrees to reimburse Landlord directly
for the expense of any breakage, stoppage or damage resulting from Tenant’s violation of this rule.


 


3.        Heavy
Equipment.   Landlord reserves the right, in Landlord’s sole discretion, to decline, limit or designate the location for
installation of any safes, other unusually heavy, or unusually large objects to be used or brought into the Premises or the Building.
In each case where Tenant requests installation of one or more such unusually heavy item(s), which request shall be conclusively
evidenced by Tenant’s effort to bring such item(s) into the Building or Premises, Tenant shall reimburse Landlord for the
costs of any engineering or structural analysis required by Landlord in connection therewith. In all cases, each such heavy object
shall be placed on a metal stand or metal plates or such other mounting detail of such size as shall be prescribed by Landlord.


 


Tenant hereby
indemnifies Landlord against any damage or injury done to persons, places, things or the Building or its Common Areas when such
damage or injury primarily arises out of Tenant’s installation or use of one or more unusually heavy objects. Tenant further
agrees to reimburse Landlord for the costs of repair of any damage done to the Building or property therein by putting
in, taking out, or maintaining such safes or other unusually heavy objects.


 


4.         Transportation of Freight.  
Except as otherwise agreed to by Landlord in writing, Tenant or Tenant’s agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders shall only carry freight, furniture or bulky materials in or out of the
Building before or after Normal Business Hours, (as that term is defined in Section 8.1 of the Lease). Tenant may only install
and/or move such freight, furniture or bulky material after previous written notice of its intention to complete such a move, given
to the Office of the Building. The persons and/or company employed by Tenant for such work must be professional movers, reasonably
acceptable to Landlord, and said movers must provide Landlord with a certificate of insurance evidencing the existence of worker’s
compensation and all risk liability coverage in a minimum amount of $2,000,000.


 


Tenant may, subject
to the provisions of the immediately preceding paragraph, move freight, furniture, bulky matter and other material in or out of
the Premises on Saturdays between the hours of 8:00 A.M. and 6:00 P.M., provided that Tenant pays in advance for Landlord’s
reasonably anticipated additional costs, if any, for elevator operators, security guards and other expenses arising by reason of
such move by Tenant.


 


5.        Flammable
Materials.   Except for such limited quantities of office materials and supplies as are customarily utilized in Tenant’s
normal business operations, Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline, flammable or combustible
fluid or material, other than those limited quantities of normal business operating materials as may reasonably be necessary for
the operation or maintenance of office equipment. Nor shall Tenant keep or bring into the Premises or the Building any other toxic
or hazardous material specifically disallowed pursuant to California state law.


 


6.        Cooking
/ Odors / Nuisances.   Tenant shall not permit its agents, clients, contractors, directors, employees, invitees, licensees, officers,
partners or shareholders to engage in the preparation and/or serving of foods unless the Premises includes a self-contained kitchen
area. Nor shall Tenant permit the odors arising from such cooking, or any other improper noises, vibrations, or odors to be emanate
from the Premises. Tenant shall not obtain for use in the Premises, ice, drinking water, food, beverage, towel or other similar
services except at such reasonable hours and under such reasonable regulations as may be specified by Landlord.


 





	 	 	 	 	 	 	 	 
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EXHIBIT C


RULES AND REGULATIONS (cont’d)



 


Tenant hereby
agrees to instruct all persons entering the Premises to comply with the requirements of the Building, by advising all persons entering
the Premises that smoking of any tobacco or other substance is prohibited at all times, except in such Common Areas located outside
the Building as may be designated by the Building management.


 


Tenant shall not
permit Tenant’s agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders
to interfere in any way with other tenants of the Building or with those having business with them.


 


Tenant shall not
permit its agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders to bring
or keep within the Building any animal, bird or bicycle, except such seeing-eye dog or other disability assistance type animal
as may comply with the requirements of any handicapped ordinances having jurisdiction therefor.


 


Tenant shall store
its trash and garbage within the Premises. No material shall be placed in the trash boxes or receptacles if such material is a
hazardous waste or toxic substance or is of such a nature that its disposal in Landlord’s ordinary and customary manner of
removing and disposing of trash and garbage would be a violation of any law, ordinance or company regulation governing such disposal.
All garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times
as Landlord shall designate. As and when directed by Landlord and/or if required by any governmental agency having jurisdiction
therefor, Tenant shall comply with all directives for recycling and separation of trash.


 


Tenant shall not
employ any person to do janitorial work in any part of the Premises without the prior written consent of Landlord, which consent
may be withheld in Landlord’s sole discretion.


 


Landlord reserves
the right to exclude or expel from the Building any person who in Landlord’s sole discretion is intoxicated or under the
influence of liquor or drugs or who, in any manner, engages in any act in violation of the Rules and Regulations of the Building.


 


Tenant shall not
conduct any public or private auction, fire sale or other sale of Tenant’s personal property, furniture, fixtures or equipment
or any other property located in or upon the Premises, without Landlord’s prior written consent, which consent shall be in
Landlord’s sole discretion.


 


7.        Storage.
  Tenant may only store goods, wares, or merchandise on or in the Premises in areas specifically designated by Landlord for such
storage.


 


8.        Directives
to Management.   Tenant’s requirements, other than those Landlord specifically agrees to perform elsewhere in this Lease,
shall only be attended to upon the Building management’s receipt of Tenant’s written request therefor. Landlord’s
employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the Building
management. No security guard, janitor or engineer or other employee of the Building management shall admit any person (Tenant
or otherwise) to the Premises without specific instructions from the Office of the Building and written authorization for such
admittance from Tenant.


 


9.        Keys
and Locks.   Landlord shall furnish Tenant with two keys to each door lock existing in the Premises. Tenant shall reimburse Landlord
a reasonable charge for these and any additional keys. Tenant shall not be permitted to have keys made, nor shall Tenant alter
any lock or install a new or additional lock or bolts on any door of the Premises without Landlord’s prior written consent.
Tenant shall, in each case, furnish Landlord with a key for any additional lock installed or changed by Tenant or Tenant’s
agent(s). Tenant, upon the expiration or earlier termination of this Lease, shall deliver to Landlord all keys in the possession
of Tenant or Tenant’s agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders
for doors in the Building, whether or not furnished to Tenant by Landlord. If Tenant, or Tenant’s agents, clients, contractors,
directors, employees, invitees, licensees, officers, partners or shareholders, lose or misplace any key(s) to the Building, Landlord
shall, in Landlord’s sole discretion, either replace said key(s) or re-key such locks as may be affected thereby, and Tenant
shall reimburse Landlord for all such costs of such re-keying and/or replacement.


 


10.      Solicitation.
  Tenant and/or its agents, clients, contractors, directors, employees, invitees, licensees, officers, partners or shareholders
shall not permit any canvassing, peddling, soliciting and/or distribution of handbills or any other written materials to occur
in the Premises and/or the Building, nor shall Tenant or Tenant’s agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders engage in such solicitation or distribution activities.


 


11.      Retail
Sales, Services and Manufacturing Prohibited.   Except with the prior written consent of Landlord, Tenant shall not sell, or
permit the retail sale of, newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to the general
public in or on the Premises, nor shall Tenant carry on or permit or allow any employee or other person to carry on the independent
business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of other
occupants of any other portion of the Building. Tenant shall not permit the Premises to be used for manufacturing or for any illegal
activity of any kind, or for any business or activity other than for Tenant’s specific use.


 


12.      Change
in Name or Address.   Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the
name and street address of the Building.


 


13.      Projections
from Premises.   Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or the exterior
walls of the Building or in any area projecting outside the interior walls of the Premises. Tenant shall not install or permit
to be installed any awnings, air conditioning units or other projections, without the prior written consent of Landlord.


 





	 	 	 	 	 	 	 	 
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EXHIBIT C


RULES AND REGULATIONS (cont’d)


  


14.      Superiority
of Lease.   These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole
or in part, the covenants, agreements or provisions of this Lease. If a conflict or disagreement between the Lease and these Rules
becomes apparent, this Lease shall prevail.


 


15.      Changes
to Rules and Regulations.   Provided such changes do not materially harm Tenant’s ability to conduct its normal business
operations, Landlord shall retain the right to change, add or rescind any rule or regulation contained herein, or to make such
other and further reasonable and non-discriminatory Rules and Regulations as in Landlord’s sole judgment may, from time
to time, become necessary for the management, safety, care and cleanliness of the Premises, the Building or the Parking Facilities,
or for the preservation of good order therein, or for the convenience of other occupants and tenants therein, so long as such
rescission, addition, deletion or change is thereafter reasonably applied to all occupants of the Building affected thereby.


 


PARKING RULES AND REGULATIONS


 


		A.	Tenant shall strictly comply with all posted speed limits, directional signs,
yield signs, stops signs and all other signs within or about the parking facilities.



 


		B.	Tenant shall register all vehicle license plate numbers with the Building management.



 


		C.	Tenant shall be responsible for the cost of repairing any damage to the parking
facilities or cleaning any debris created or left by Tenant, including, without limitation, oil leakage from motor vehicles parked
in the parking facilities under its auspices.



 


		D.	Landlord, in addition to reserving the right to designate one or more areas
solely for visitor parking, which areas may be changed by Landlord from time to time with or without prior notice to Tenant, reserves
the right to allocate additional visitor spaces on any floor of the parking facilities. Tenant shall not park any vehicles in any
spaces designated as visitor only spaces or customer spaces within the parking facilities.



 


		E.	Tenant shall strictly comply with all rules, regulations, ordinances, speed
limits, and statutes affecting handicapped parking and/or access, and shall not park any vehicles within the fire lanes, along
parking curbs or in striped areas.



 


		F.	Tenant shall only use the number of parking permits allocated to it and shall
not permit more than one of its employees to utilize the same parking permit. Landlord reserves the right to assign or reassign
parking spaces within the Parking facilities to Tenant from time to time, and provided Landlord is required to do so by reason
of any action arising out of a governmental mandate imposed on Landlord, Landlord further reserves the right at any time to substitute
an equivalent number of parking spaces in a parking facilities or subterranean or surface parking facility within a reasonable
distance of the Premises.



 


		G.	Except with
                                         Landlord’s managing agent(s)’ prior written consent, Tenant shall
                                         not leave vehicles in the parking facilities overnight, nor park any vehicles in the
                                         parking facilities other than automobiles, motorcycles, motor-driven or non-motor-driven
                                         bicycles or four-wheeled trucks or vans. Landlord may, in its sole discretion, designate
                                         separate areas for bicycles and motorcycles. Tenant shall ensure that vehicles parking
                                         in the parking facilities by using the parking permits assigned to Tenant shall be parked
                                         entirely within the striped lines designating a single space and are not so situated
                                         or of such a width or length as to impede access to or egress from vehicles parked in
                                         adjacent areas or doors or loading docks. Further, all vehicles utilizing Tenant’s
                                         parking permits shall not be higher than any height limitation that may be posted, or
                                         of such a size, weight or dimension so that entry of such vehicle into the parking facilities
                                         would cause any damage or injury thereto.



 


		H.	Tenant shall not allow any of the vehicles parked using Tenant’s permits,
or the vehicles of any of Tenant’s suppliers, shippers, customers or invitees to be loaded or unloaded in any area other
than those specifically designated by Landlord for loading.



 


		I.	Tenant shall not use or occupy the parking facilities in any manner which will
unreasonably interfere with the use of the parking facilities by other tenants or occupants of the Building. Without limitation,
Tenant agrees to promptly turn off any vehicle alarm system activated and sounding an alarm in the parking facilities. In the event
said alarm system fails to turn off and no longer sound an intruder alert fifteen (15) minutes after commencing such an alarm,
Landlord shall reserve the right to remove the vehicle from the parking facilities at Tenant’s sole expense.



 


		J.	Tenant acknowledges that the Rules and Regulations as posted herein shall be
in effect twenty-four hours per day, seven days per week, without exception.



 


		K.	Tenant acknowledges
                                         that the uniformed guard officers and parking attendants serving the parking facilities
                                         are authorized to issue verbal and written warnings of Tenant’s violations of any
                                         of the rules and regulations contained herein. Except in the case of a car alarm continuing
                                         to sound in excess of a maximum of fifteen (15) minutes, in which case no further notice
                                         by Landlord shall be required. If Tenant or Tenant’s agents, contractors, directors,
                                         employees, officers, partners or shareholders continue to materially breach these rules
                                         and regulations after expiration of written notice and the opportunity to cure has been
                                         given to Tenant, then in addition to such other remedies and request for injunctive relief
                                         it may have, Landlord shall have the right, without additional notice, to remove or tow
                                         away the vehicle involved and store the same, all costs of which shall be borne exclusively
                                         by Tenant and/or revoke Tenant’s parking privileges and rights under the Lease.



 





	 	 	 	 	 	 	 	 
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ORIGINAL


 


EXHIBIT C


RULES AND REGULATIONS (cont’d)



 


	LANDLORD:	 	TENANT:
	 	 	 	 	 
	DOUGLAS EMMETT 1997, LLC, a Delaware 
 limited liability company	 	RITTER PHARMACEUTICALS, INC., a
 Delaware corporation
	 	 	 	 	 
	By:	Douglas Emmett Management, Inc.,	 	By:	/s/ Andrew Ritter






	 	a Delaware corporation, its Manager	 	Name:	Andrew Ritter






	 	 	 	Title:	President



	 	By:	/s/ Michael J. Means	 		
	 	 	Michael J. Means,	 	 	 
	 	 	Senior Vice President	 	Dated:	6/26/13


 


	 	Dated:	6.28.13	 	 



	 	By:	 






	 	Name:	 






	 	Title:	 
	 	 	 






	 	Dated:	 


  





	 	 	 	 	 	 	 	 
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    	C-4



    	 



    

 


EXHIBIT D 


INTENTIONALLY OMITTED


 





	 	 	 	 	 	 	 	 
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EXHIBIT E 


INTENTIONALLY OMITTED


 





	 	 	 	 	 	 	 	 
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EXHIBIT F


ASBESTOS RIDER



 


As you are probably aware,
many buildings constructed during the 20th Century through the mid to late 1970s, such as this property, utilized some degree of
asbestos in the construction process; such practice was formerly a standard in the building trade. Asbestos is the commercial name
for a naturally-occurring family of fibrous minerals which was used in building materials mainly as a fireproofing, reinforcing
and insulating agent, and is typically encountered in wrapped heating system insulation, structural fire-proofing, acoustical ceilings,
vinyl flooring and roofing felts. Asbestos was regularly used in many other building and non-building products as well. In fact,
asbestos fibers are generally present in urban air and water.


 


Extensive governmental
regulation of asbestos now exists, and proposals have been made for additional regulations. No federal laws, regulations or standards,
however, require wholesale removal of asbestos from an occupied building. Indeed, the EPA has concluded that “The presence
of asbestos in a building does not mean that the health of building occupants is endangered. If asbestos-containing material remains
in good condition and is unlikely to be disturbed, exposure will be negligible.” Guidance for Controlling Asbestos-Containing
Materials in Buildings (EPA 560/5-85-024 June 1985), page 1-1. According to the experts, the health risks associated with
asbestos arise only when and if fibers become airborne and are inhaled, for example, as a result of maintenance or repairs conducted
without proper controls. When inhaled, asbestos fibers can cause certain diseases, including asbestosis, mesothelioma and lung
cancer (and risks for smokers are dramatically compounded). The thrust of both current EPA and OSHA requirements and non-binding
guidance is to identify the materials that are releasing or could release asbestos fibers into the air, implement proper response
actions when such materials are located, maintain asbestos in good condition, and follow appropriate work practices when disturbance
of asbestos is unavoidable.


 


It is the policy of the
property owner to provide a healthy environment by repairing, removing or otherwise abating any damaged asbestos materials that
pose a health risk, and by complying with all regulations concerning asbestos at the property and following procedures that will
minimize or avoid disturbance of asbestos-containing materials (ACM). We have engaged a qualified asbestos consultant to survey
the property for asbestos and assist in implementing an asbestos management plan which includes, among other things, periodic reinspection
and surveillance, air monitoring, information and training programs for building engineering and maintenance staff, cleaning procedures,
emergency fiber release and training programs for building engineering and maintenance staff, cleaning procedures, emergency fiber
release procedures, work procedures and other measures to minimize potential fiber releases, as well as recordkeeping requirements.


 


Because any tenant alterations
or other work at the property could disturb ACM and possibly release asbestos fibers into the air, we must require the property
manager’s written approval prior to beginning such projects. This includes major alterations, but might also include such activities
as drilling or boring holes, installing electrical, telecommunications or computer lines, sanding floors, removing ceiling tiles,
or other work which might disturb ACM. In many cases, such activities will not affect ACM, but you must check with the property
manager in advance, just in case, and the property manager may make available such instructions as may be required. Any such work
should not be attempted by an individual or contractor who is not qualified to handle ACM.


 


In connection with the
foregoing, we are adopting the following new rules under tenant leases: (1) the owner, and representatives of the owner, including,
without limitation, the owner’s ACM consultant, are entitled to enter into the premises of any tenant to inspect for ACM, perform
air tests and abatement which may be legally required or prudent, and otherwise to comply with legal requirements or recommended
practices relating to ACM; (2) any tenant, contractor, or other party must obtain the property manager’s prior written approval
before performing any alterations on any tenant space, or performing any other work at the property that might disturb ACM or involve
exposure to asbestos fibers as described above.


 


We trust that the implementation
of the aforesaid requirements will not unduly inconvenience you. If you have any questions or concerns about asbestos, please contact
the property manager. Thank you for your cooperation in this mutual endeavor


 


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ORIGINAL


 


EXHIBIT F


ASBESTOS RIDER (cont’d)



 


	LANDLORD:	 	TENANT:
	 	 	 	 	 
	DOUGLAS EMMETT 1997, LLC, a Delaware 
 limited liability company	 	RITTER PHARMACEUTICALS, INC., a
 Delaware corporation
	 	 	 	 	 
	By:	Douglas Emmett Management, Inc.,	 	By:	/s/ Andrew Ritter






	 	a Delaware corporation, its Manager	 	Name:	Andrew Ritter






	 	 	 	Title:	President



	 	By:	/s/ Michael J. Means	 		
	 	 	Michael J. Means,	 	 	 
	 	 	Senior Vice President	 	Dated:	6/26/13


 


	 	Dated:	6.28.13	 	 



	 	By:	 






	 	Name:	 






	 	Title:	 
	 	 	 






	 	Dated:	 






	 	 	 
	 	Dated:	 


 





	 	 	 	 	 	 	 	 
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    	F-2