Exhibit 10.26


 


 


 


 



 


Office
Lease Agreement


Perimeter
Gateway IV




 





 



 


between


 


DTR10,
L.L.C.,

an Arizona limited liability company


 


as
“Landlord”


 


and


 


Universal
Technology Systems Corp.,


 


a
Florida corporation

as “Tenant”


 


 




     


     


    

 


BASIC
LEASE INFORMATION


 


	Effective
    Date:	For
    identification purposes only, the Effective Date of this Lease is November 15, 2013.
	 	 
	Landlord:	DTR10,
    LLC, an Arizona limited liability company
	 	 
	Tenant:
    	Universal
    Technology Systems Corp., a Florida corporation
	 	 
	Project:	That
    portion of Scottsdale Perimeter Center commonly known as Perimeter Gateway IV and depicted on Exhibit A-1 to
    this Lease
	 	 
	Building:	The
    building located at 17207 North Perimeter Drive, Scottsdale, Arizona and depicted on Exhibit A-1 to this Lease
	 	 
	Premises:	The
    3,077 square feet of Rentable Area located at Suite 210 on the second floor of the Building and more specifically shown on
    Exhibit A-2.
	 	 
	Rentable
    Area of Building:	Approximately
    60,000 square feet of Rentable Area
	 	 
	Rentable
    Area of Premises	Approximately
    3,077 square feet of Rentable Area. The Premises will have a load factor equal to 14.95%.


 


	Annual Base Rent:	Months 1-12	$25.00 per square foot of Rentable Area
	 	Months 13-24	$25.75 per square foot of Rentable Area
	 	Months 25-36	$26.50 per square foot of Rentable Area
	 	Months 37-48	$27.25 per square foot of Rentable Area
	 	Months 49-60	$28.00 per square foot of Rentable Area



 


	 	The
    Annual Base Rent schedule set forth above does not include applicable rental tax, currently estimated at 2.15%. Within five
    (5) days of the Effective Date, Tenant shall pay, in advance, the Monthly Base Rent for the first month.
	 	 
	Term:	Base
    Term: From the Rent Commencement Date through and including sixty (60) months following the Rent Commencement Date plus
    the fractional calendar month, if any during which the Rent Commencement Date occurs.
	 	 
	 	Renewal
    Term: One (1) five (5) year Renewal Option, upon expiration of the Base Term.



 



    i


     


    

 





	Scheduled


    Commencement Date:	The
    Effective Date of this Lease.
	 	 
	Expiration
    Date:	Sixty
    (60) months following the Rent Commencement Date, unless earlier terminated
	 	 
	Security
    Deposit:	$19,615.88
	 	 
	Proportionate
    Share:	Estimated
    Building Proportionate Share: 5.13%

 Estimated Project Proportionate Share: 5.13%
	 	 
	Expense
    Stop:	$9.50
    per square foot of Rentable Area
	 	 
	Landlord’s
Address	DTR10,
    L.L.C.
	for Payment of Rent:	17207
    North Perimeter Drive, Suite 200
	 	Scottsdale,
    Arizona 85255
	 	Attn:
    Accounting Department
	 	 
	Standard
    HVAC Hours:	Between
    7:00 a.m. and 6:00 p.m., Monday through Friday; between 8:00 a.m. and 12:00 p.m. on Saturday, excluding legal holidays in
    the State of Arizona. HVAC usage outside of Standard HVAC Hours will be available at a cost of $7.00/hour for each zone.
	 	 
	Landlord’s
    Address	DTR10,
    L.L.C.
	For
    Notices:	17207
    North Perimeter Drive, Suite 200
	 	Scottsdale,
    Arizona 85255
	 	Attn:
    Gary S. Elbogen, Esq.
	 	Fax:
    (480) 585-7803
	 	 
	 	With
    copy of any Default Notice to:
	 	 
	 	Chester
    & Shein, P.C.
	 	8777
    North Scottsdale Road, Suite 191
	 	Scottsdale,
    Arizona 85258
	 	Attn:
    David E. Shein, Esq.
	 	Fax:    (480)
922-3969



 


	Tenant’s
    Address

 For Notices:	Universal Technology Systems Corp.

                                                                                 17207 North Perimeter Drive, Suite 210

 Scottsdale, Arizona 85255

 Attn.: Dean Ledger

 Fax: (___ )___ -____





 



    ii


     


    

 


	Property
    Manager:	Troon
    Management Company
	 	17207
    North Perimeter Drive, Suite 200
	 	Scottsdale,
    Arizona 85255
	 	Attn:
    Property Manager
	 	Phone:
    (480) 563-5247
	 	Fax:      (480) 585-7803


 


	Business
    Day:	Each
    day which is not a Saturday, Sunday or legal holiday in the State of Arizona


 


The
Basic Lease Information set forth above is an integrated component of the Lease. If there is any inconsistency or conflict between
any Basic Lease Information and any term or provision of the Lease, the Lease will control.


 


LEASE
EXHIBITS


 


	Exhibit
A-1:	Project
    Site Plan
	Exhibit
    A-2:	Depiction
    of Premises Location
	Exhibit
    B:	Rules
    and Regulations
	Exhibit
    C:	Schedule
    of Landlord’s Property
	Exhibit
    D:	Guaranty


 




    iii


     


    

 


Office
Lease Agreement




 


This
Office Lease Agreement (“Lease”)
is entered into and shall be effective as of November 15, 2013, (“Effective Date”), by and between: (i) DTR10,
L.L.C., an Arizona limited liability company (“Landlord”);; and (ii) Universal Technology Systems Corp., a Florida
corporation (“Tenant”). Landlord and Tenant (collectively, “Parties” and individually, a “Party”),
agree as follows:


 


1. Premises.


 


(a)
Lease. On the terms and subject to the conditions set forth in this Lease, Landlord hereby leases the Premises to Tenant,
and Tenant hereby agrees to lease the Premises from Landlord.


 


(b)
Project & Premises. The “Project” is the commercial office complex described in the Basic Lease
Information and generally depicted on Exhibit A-1 to this Lease. The “Premises” are a portion
of the two-story office building identified as the “Building” in the Basic Lease Information and generally
depicted on Exhibit A-1 to this Lease. In addition to the Premises and as further set forth in this Lease,
Tenant will also have certain rights and obligations relating to the Parking Facilities and the Common Areas (both as defined
below). The location of the Premises within the Building is depicted on Exhibit A-2 to this Lease.


 


(c)
Rentable Area. The Premises contains 3,077 square feet of rentable area (“Rentable Area”), based on
a calculation generally in conformance with BOMA Standard Method for Measuring Rentable Area in Office Buildings, ANSI Z 65.1-2010.


 


(d)
Common Areas. During the Term, Tenant and its agents, employees and invitees shall have the nonexclusive right with others
designated by Landlord to use all of the common areas (“Common Areas”) situated on or within the Project. Common
Areas include, but are not limited to, elevators, sidewalks, Parking Facilities, driveways, hallways, landscaped areas, stairways,
public bathrooms, common entrances, lobby areas and other similar public areas and access ways which are not part of the Premises
or leased to, or used exclusively by, a specific tenant within the Building or the Project.


 


(e)
Project Operations. Landlord shall cause the Building and Common Areas to be maintained in compliance with all applicable
laws, ordinances, regulations and restrictive covenants. The Common Areas of the Project and the exterior of the Building, including
all related landscaping, shall be maintained and operated by Landlord in a manner consistent with Class A low-rise office buildings
in Scottsdale, Arizona, free from any disruptive or annoying activities or events. Landlord represents and warrants to Tenant
that as of the Commencement Date, the Building and the Premises will comply in all material respects with applicable laws, ordinances,
rules, regulations and codes.


 






    	 	1	 



     


    

 


(f)
Tenant’s Proportionate Share. Tenant’s proportionate share of those expenses that become payable to Landlord
as Additional Rent under this Lease is the “Proportionate Share”. Tenant’s Proportionate Share of Operating
Expenses (as defined below) and Taxes (as defined below) shall be a fraction, the numerator of which is the Rentable Area of the
Premises, and the denominator of which is the rentable area of the Building. Tenant’s Proportionate Share shall be adjusted
from time to time during the Term, upon written notice to Tenant, as additional rentable area is added to, or deleted from, the
Project or the Building, as the case may be. The effective date of any adjustment shall be: (i) with respect to additional rentable
area added to the Project or Building, as the case may be, the earlier of the date that (A) a Certificate of Occupancy is issued
with respect to the additional rentable area, or (B) a tenant commences the payment of rent with respect to the additional rentable
area; or (ii) with respect to rentable area deleted from the Project or Building, as the case may be, the effective date of the
deletion.


 


2. Term
& Possession.


 


(a)
 Base Term & Commencement Date. The initial term of this Lease (“Base Term”) shall commence on the
Commencement Date and, unless sooner terminated, shall expire on the Expiration Date described in the Basic Lease Information
(“Expiration Date”). The Commencement Date will occur on the Effective Date of this Lease (“Commencement
Date”).


 


(b)
Renewal Term. Provided that (i) this Lease is in full force and effect, (ii) Tenant is not in Default under this Lease;
and (iii) Tenant is occupying the entire Premises and has not subleased any portion of the Premises to a sub-tenant, then
Tenant shall have the option (“Renewal Option”), to extend the Term of the Lease (for all, but not less than
all of the Premises) for one (1) additional five (5) year period (“Renewal Term”) by providing written notice
to Landlord (“Renewal Notice”) no less than nine (9) months prior to the expiration of the Base Term. The Annual
Base Rent payable during the Renewal Term will be at Landlord’s then current asking rates for similar space within the Project,
but in any event not less than Tenant’s then-current Rent rate. As used in this Lease, the word “Term” shall
refer to the Base Term or any Renewal Term, as applicable.


 


3.
Rent.


 


(a) Annual
Base Rent. The Annual Base Rent for the Base Term shall be the amounts set forth on Basic Lease Information. Annual Base
Rent shall be paid by Tenant in monthly installments equal to one-twelfth (1/12) of the Annual Base Rent for the applicable
period (“Monthly Base Rent”), commencing on the Commencement Date and continuing thereafter for the balance
of the Term. Tenant shall pay each installment of Monthly Base Rent in advance, without notice, offset or demand, on or
before the first calendar day of each and every calendar month to the party specified in the Basic Lease Information or to
such other person or at such other address as Landlord may designate by written notice to Tenant from time to time. If the
Commencement Date occurs on a date other than the first (1st) calendar day of a month, the first installment of Monthly Base
Rent shall be prorated based upon a thirty (30)-day calendar month. Within five (5) days of the Effective Date, Tenant shall
pay, in advance, the Monthly Base Rent for the first month.


 




    	 	2	 



     


    

 


(b) Additional
Rent.


 


(i) Definitions.


 


(A) “Operating
Expenses” means, subject to the limitations set forth below, all reasonable and necessary actual costs incurred by
Landlord in managing, operating, maintaining and repairing the Building and all Common Areas as a Class A low-rise office
complex with related facilities and amenities in Scottsdale, Arizona, including, without limitation, all costs, expenditures,
fees and charges for:


 


(aa)
operation, maintenance and repair of the Building and the Common Areas, including maintenance, repair and replacement of exterior
light fixtures, common signage, glass and landscaping and maintenance and repair of the roof covering or membrane;


 


(bb)
utilities and services (including telecommunications facilities and equipment, recycling programs to the extent they reduce Operating
Expenses, and trash removal), and associated supplies and materials;


 


(cc)
compensation (including employment taxes and fringe benefits) for persons who perform duties in connection with the operation,
management, maintenance and repair, such compensation to be appropriately allocated for persons who also perform duties unrelated
to the Building and Project;


 


(dd)
accounting, legal, engineering and other professional services incurred solely in connection with the operation of the Building
or all Common Areas and the calculation of Operating Expenses and Taxes;


 


(ee)
property management fees equal to five percent (5%) of the gross rental revenue received by Landlord for the Building (whether
denominated as rent, additional rent, Common Area operating costs, taxes or otherwise), exclusive of any revenues from the Parking
Facilities;


 


(ff)
all risk (including coverage for earthquake and flood if carried by Landlord), liability, rental income and other
insurance relating to the Building or Common Areas maintained by Landlord or applicable owner’s association, and expenditures
for deductible amounts paid thereunder;


 


(gg)
non-capital expenses for construction licenses, permits and inspections;


 


(hh)
complying with the requirements of any law, statute, ordinance or governmental rule or regulation (collectively, “Laws”),
but only to the extent such Laws are enacted after the Commencement Date;


 




    	 	3	 



     


    

 


(ii) amortization
of capital improvements required to comply with Laws enacted after the Commencement Date, or which reduce Operating Expenses
or improve the utility, efficiency or capacity of any Building system, with interest on the unamortized balance at the rate
paid by Landlord on funds borrowed to finance such capital improvements (or, if Landlord finances such improvements out of
Landlord’s funds without borrowing, the rate that Landlord would have paid to borrow such funds, as determined in good faith
by Landlord), over such useful life as is designated in manufacturer specifications or if none, as provided by generally
accepted accounting principles;


 


(jj) contesting
in good faith for the benefit of the Building or Project or the office tenants the validity or applicability of any Laws enacted
after the Commencement Date that may negatively affect the Building or Project; and


 


(kk)
any other actual cash cost, whether or not described in this Section 3(b)(i)(A), which, in accordance with generally accepted
accounting principles, is a non-capitalized expense of managing, operating, maintaining and repairing the Building and all Common
Areas and which is not otherwise excluded pursuant to this Lease.


 


(B) Operating
Expenses shall not include any of the following:


 


(aa)
except as provided by clause (ii) above, any capital expenditure and/or financing costs;


 


(bb)
any costs of special services or benefits rendered to or for the benefit of fewer than all Building tenants;


 


(cc)
any costs of services or other benefits which are not available to Tenant but which are available to any other tenant or tenants
or occupant or occupants or other user or users of the Building or the Project;


 


(dd)
any costs for which Landlord is reimbursed by any other tenants or occupants or users of any of the Project other than through
Project tenants’ payment of their pro-rata shares of Operating Expenses;


 


(ee)
any leasing commissions, attorneys’ fees or any other expenses (including without limitation advertising and other promotional
expenses) incurred in connection with leasing or subleasing space in the Project or enforcing any such leases or subleases or
buying, selling or financing the Project;


 


(ff) any
fines, penalties or other costs incurred due to Landlord’s or any other occupant’s violation of any Law;


 


(gg)
any payments in respect to overhead or profit to subsidiaries or affiliates of Landlord (other than the property management fees
described in clause 3(b)(i)(A)(ee) above);


 






    	 	4	 



     


    

 


(hh)
any costs of decorating, redecorating, cleaning or other services not provided on a regular basis to all tenants of the
Building;


 


(ii)
any costs relating to relocation of tenants within the Building or the Project;


 


(jj)
any costs of correcting latent defects in the construction of the Building;


 


(kk)
any costs of any repairs made by Landlord because of the total or partial destruction of the Building or the condemnation of a
portion of the Building except to the extent of any costs incurred pursuant to deductibles permitted to be maintained under the
insurance required by this Lease;


 


(ll)
any increase in insurance premium to the extent such increase is caused or attributable to the use, occupancy or act of
Landlord or any other Project tenants or occupants;


 


(mm)
any costs of overtime or other expense in curing Landlord’s defaults or performing work expressly provided in this Lease to be
borne at Landlord’s expense;


 


(nn)
any costs incurred because Landlord or any other person or entity (except Tenant) violated the terms of any lease, sublease or
other agreement;


 


(oo)
any costs incurred to (i) rectify any failure of the Building to comply with the Americans With Disabilities Act (“ADA”)
in effect on the Commencement Date; or (ii) test, survey, cleanup, contain, abate, remove or otherwise remedy hazardous
wastes or materials from the Project (the foregoing does not limit Tenant’s obligations under Section 6, below);


 


(pp)
any Taxes (provided, however, that Taxes are separately charged to Tenant as provided below); or


 


(qq)
any costs for repair or maintenance of telecommunication facilities that are or may be leased or licensed to third party providers
for income.


 


(C)
“Taxes” means all real property taxes and general, special or district assessments or other governmental
impositions, of whatever kind, nature or origin, imposed on or by reason of the ownership or use of the Building and all
Common Areas; any state, county or municipal governmental property lease excise tax or the equivalent thereof; and the
reasonable cost of contesting by appropriate proceedings the amount or validity of any Taxes described above but only to the
extent those Taxes are reduced or avoided and (on a pro-rata basis) Tenant receives a reduction or refund of those Taxes
contested and paid. “Taxes” shall exclude any of the foregoing items charged directly to, and paid by, other
Project tenants, occupants and users (including Tenant), interest or penalties incurred by reason of late payment of taxes,
franchise taxes or similar taxes on Landlord’s business, inheritance, gift, transfer, net income and profit taxes, capital
levies, special assessments levied against property other than real estate.


 






    	 	5	 



     


    

 


(ii) Payment
of Additional Rent.


 


(A)
Tenant shall pay Landlord as additional rent (“Additional Rent”) for each calendar year, or portion of each
calendar year: (i) Tenant’s applicable Proportionate Share of Operating Expenses and Taxes that relate to the Project,
generally; plus (ii) Tenant’s applicable Proportionate Share of Operating Expenses and Taxes that relate exclusively
to the Building, but only to the extent the total of items (i) and (ii) exceed the Expense Stop (as set forth in the Basic
Lease Information).


 


(B) The
Operating Expenses that vary based on occupancy (i.e. janitorial and utilities) payable by Tenant shall be subject to a 100% gross-up
if actual occupancy of the Building falls below 100% during the Term.


 


(C)
Commencing on the Commencement Date, and thereafter with respect to each full or partial calendar year during the Term, Tenant
shall pay Landlord, together with each installment of the Monthly Base Rent, an amount equal to the estimated Additional Rent
for the applicable period. On or prior to the Commencement Date, and within thirty (30) days prior to the commencement of each
calendar year during the Term, Landlord shall provide Tenant with an estimate of the monthly Additional Rent for the applicable
period which shall be utilized for the purpose of calculating Tenant’s Additional Rent payment obligations under this Lease.
Within ninety (90) days following the end of each calendar year, Landlord shall provide Tenant with a written statement (“Statement”)
of Landlord’s actual Operating Expenses and Taxes for the prior calendar year (or applicable portion thereof). If Landlord’s
estimate of the Additional Rent of the applicable period was less than the actual Additional Rent as set forth in the Statement,
Tenant shall, within fifteen (15) Business Days following receipt of the Statement, pay the difference to Landlord. If Landlord’s
estimate of the Additional Rent for the applicable period was greater than the actual Additional Rent as set forth in the Statement,
Tenant shall receive a credit equal to the difference which shall be applied against the next monthly installment of Rent. Each
Statement shall be sufficient to enable Tenant to compare the Statement to the definitions of Operating Expenses and Taxes set
forth in this Lease. Each Statement shall provide detail reasonably sufficient for Tenant to differentiate between Operating Expenses
that are attributable to one hundred percent (100%) to the Premises and Operating Expenses that are subject to Tenant’s
Proportionate Share. Tenant shall have the right to examine and copy at Landlord’s office during Landlord’s normal
business hours after reasonable notice to Landlord any relevant back-up information or documentation: (i) requested in good faith
by Tenant within forty five (45) days after receipt by Tenant of each Statement; and (ii) which is reasonably required
to enable Tenant to understand each Statement. Absent fraud or manifest error by Landlord, each Statement will be final if Tenant
does not object within sixty (60) days after receipt.


 


(D)
All Operating Expenses, Taxes and Additional Rent shall be computed on an accrual basis, provided that no prepayment of any
Operating Expense or Tax before its due date shall, regardless of date of payment, be included prior to its due date. Each
Statement and all estimates of Operating Expenses and Taxes and reconciliation statements shall be prepared by Landlord
according to generally accepted accounting principles, applied in a consistent manner.


 






    	 	6	 



     


    

 


(c)
Payment of Rent. All amounts payable or reimbursable by Tenant under this Lease, including Annual Base Rent, Additional Rent,
Parking Fees (as defined below) late charges and interest (collectively, “Rent”), shall constitute and be payable
and recoverable as rent, in the manner provided in this Lease. All other sums payable to Landlord shall be payable, not more frequently
than monthly, on the later of: (a) the due dates for such payments as set forth in this Lease; or (b) five (5) Business Days after
Tenant’s receipt of Landlord’s statement therefor. All Rent shall, except as otherwise specifically provided in (or by way of
recoupment of matured and liquidated obligations of Landlord under) this Lease, be paid without offset, recoupment or deduction
in lawful money of the United States of America to Landlord at Landlord’s Address for Payment of Rent as set forth in the Basic
Lease Information, or to such other person or at such other place as Landlord may from time to time designate. All other Rent
items will be billed no more frequently than monthly, and will be included in one monthly statement.


 


(d) Rental
Taxes. Tenant shall pay to Landlord with each installment of Monthly Base Rent, Operating Expenses, Parking Fees, Taxes, Additional
Rent, or other Rent, the amount of any gross receipts, transaction privilege, sales or similar tax, exclusive of any state or
federal franchise tax or personal or corporate income tax measured by the income of Landlord, payable by Landlord on account of
this Lease or Tenant’s payment of such items to, or on behalf of, Landlord.


 


(e) Late
Charge & Interest. If any payment of Rent is not received by Landlord within five (5) Business Days after its due date,
Tenant shall pay to Landlord as a late charge (“Late Charge”) a sum equal to five percent (5%) of the late payment.
A late charge shall not be imposed more than once on any particular installment not paid when due, but imposition of a late charge
on any payment not made when due does not eliminate late charges imposed on other payments not made when due or preclude imposition
of a late charge on any other payments not made when due. To the extent the payment of any sums by either Landlord or Tenant under
this Lease require or permit the imposition of interest, the interest rate charged (“Interest Rate”) shall be
eighteen percent (18%) per annum.


 


4. Security
Deposit. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to $19,615.88
as a deposit (“Security Deposit”) for Tenant’s full and faithful performance of all the terms and conditions
required under this Lease. Provided Tenant has not been in default during the Term and is not then in default under this
Lease pursuant to a notice of default previously given by Landlord to Tenant (subject to any applicable cure period),
Landlord shall apply the Security Deposit against the thirteenth (13th) and fourteenth (14th) Monthly
Base Rent payments owed by Tenant (and the Security Deposit shall be deemed to be accordingly reduced), and tenant shall not
be required to pay the thirteenth (13th) and fourteenth (14th) Monthly Base Rent payments to the extent
the Security Deposit held by Landlord is sufficient to satisfy the thirteenth (13th) and fourteenth
(14th) Monthly Base Rent payments. At the Expiration Date, Landlord will return to Tenant any remaining portions
of the Security Deposit, without interest, provided that if Tenant fails to pay any amounts due Landlord or perform
any covenants when due after any applicable notice and cure periods during the Term, Landlord may apply any portions of the
Security Deposit toward curing such default, and Tenant shall replenish the Security Deposit immediately upon invoice by
Landlord. Tenant will not be entitled to any interest or other yield upon the Security Deposit at any time, and Landlord is
free to commingle, invest or otherwise use said Deposit, subject to Landlord’s obligation to return the Security Deposit.


 






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5. Tenant
Improvements & Alterations.


 


(a) Tenant
Improvements. On the Commencement Date, Landlord shall, at its own cost, deliver possession of the Premises to Tenant
“AS-IS” and “WHERE IS” in its current condition. Landlord, at its cost, agrees to make certain limited
improvements (collectively, the “Tenant Improvements”) to the Premises subsequent to delivering possession
of the Premises to Tenant, all subject to the terms and conditions in this Section 5. The Tenant Improvements shall be
limited to and consist only of the following:


 


(i)
Landlord shall re-paint the interior walls of the Premises with standard commercial grade paint consistent with the existing paint
quality and color scheme in the Premises, all as reasonably approved by Landlord; provided, however, Landlord may utilize any
method or process as it deems appropriate in connection with the Tenant Improvements (if any) to any DIRTT Systems Furniture walls;
and


 


(ii) Landlord
shall install new floor carpet with commercial grade carpet consistent with the existing carpet quality and color scheme in the
Premises, all as reasonably approved by Landlord and Tenant.


 


Landlord
shall commence the Tenant Improvements at such time as it elects in its sole and absolute discretion; provided, however, that
Landlord anticipates the Tenant Improvements will be commenced on or about December 16, 2013, subject to availability of materials
and labor. Landlord shall provide Tenant with reasonable notice prior to commencing the Tenant Improvements. Tenant agrees that
upon substantial completion of the Tenant Improvements, Tenant will accept the Premises “AS IS” and “WHERE IS”,
in its then-existing condition.


 


(b)
Cooperation. Landlord shall, at its cost, move Tenant’s furniture located in the Premises to complete the Tenant Improvements;
provided, however: (i) Tenant shall not move any furniture into the Premises (other than furniture without which Tenant is unable
to operate its business) prior to completion of the Tenant Improvements; (ii) Landlord shall not be required to move any of Tenant’s
equipment, delicate property or data equipment, all as reasonably determined by Landlord; (iii) Landlord shall not be required
to complete the Tenant Improvements to the extent Tenant fails to comply with the requirements of this Paragraph 5(b);
and (iv) Tenant shall indemnify Landlord, its employees, agents and contractors against all costs, expenses, liabilities,
losses, damages, injunctions, suits, fines, penalties, claims, and demands, including reasonable attorneys’ fees, in connection
with the Tenant Improvements. Once commenced, Landlord shall promptly complete the Tenant Improvements and use commercially reasonable
efforts to minimize interruption to Tenant’s business; provided however, Tenant expressly acknowledges the Tenant Improvements
will cause periodic and temporary interruptions and closures to Tenant’s business. Tenant agrees to cooperate with Landlord and
implement any required closures at Landlord’s direction. Tenant shall not be entitled to any compensation or abatement or reduction
of Rent for any expense, inconvenience, interference or closure of Tenant’s business or damage to Tenant’s property associated
directly or indirectly with the Tenant Improvements, and Tenant hereby waives and releases any such claims against Landlord, its
agents, employees and contractors. The provisions of this Section 5 shall survive the expiration of the Term or earlier
termination of this Lease.


 






    	 	8	 



     


    

 


(c) Tenant
Alterations. Tenant shall not make any alterations, improvements or similar structural or non-structural changes to the
Premises (“Alterations”), without Landlord’s prior consent, which consent shall not be unreasonably
withheld, conditioned or delayed; provided, however, that Tenant shall not be required to obtain Landlord’s prior consent for
interior nonstructural changes with a total project cost under $10,000.00. Notwithstanding anything to the contrary in
this Lease, Tenant shall not paint, puncture or hang any material on any portions of the DIRTT Systems Furniture Walls within
the Premises, without Landlord’s consent and coordination. Any Alterations shall be completed by Tenant at Tenant’s
sole cost and expense: (i) with due diligence, in a good and workmanlike manner, using good materials; (ii) in compliance
with plans and specifications approved by Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed; (iii) in compliance with any construction rules and regulations which have then been promulgated uniformly and in
good faith and communicated by Landlord to Tenant; (iv) in accordance with all applicable Laws (including all work, whether
structural or nonstructural, inside or outside the Premises, required to comply fully with all applicable Laws and
necessitated by Tenant’s work); and (v) subject to the conditions set forth in the following sentence which Landlord may in
Landlord’s good faith discretion impose at the time of giving the consent. The conditions permissibly imposed by Landlord
shall be limited to requirements for Tenant to: (i) provide payment or performance bonds or additional insurance (from Tenant
or Tenant’s contractors or design professionals, if the cost of work undertaken as a single project exceeds $50,000.00 and if
Landlord would require such bonds or insurance if the contractors or professionals were retained by Landlord); (ii) use
contractors or subcontractors approved by Landlord, which approval shall not be unreasonably withheld or delayed (or withheld
without a written explanation of the reason therefor) or delayed; and (iii) remove all or part of the Alterations (except
Tenant Improvements or Alterations paid for in whole or in part by Landlord) within thirty (30) days after expiration or
termination of the Term, as designated by Landlord at least ninety (90) days prior thereto, or such Alterations will then
become the property of Landlord. If any work outside the Premises, or any work on or adjustment to any of the
Building systems, is required in connection with or as a result of Tenant’s Alterations, such work shall be performed at
Tenant’s expense by contractors designated by Tenant but approved by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed. Landlord’s right to review and approve (or withhold approval of) Tenant’s plans, drawings,
specifications, contractors and other aspects of construction work for any Alterations proposed by Tenant is intended solely
to protect Landlord, the Project and Landlord’s interests in the Project, and Landlord shall not withhold, condition or delay
any such approval or any consent for any other reason. No approval or consent by Landlord shall be deemed or construed to be
a representation or warranty by Landlord as to the adequacy, sufficiency, fitness or suitability thereof or compliance
thereof with applicable Laws or other requirements. In addition to any Alteration paid for in whole or in part by Landlord,
and subject to the following sentence, all Alterations which would be fixtures under Arizona law if Tenant owned fee title to
the Project shall upon installation become part of the Building and be the property of Landlord. Tenant may from time to time
replace any Alterations upon satisfaction of all applicable requirements of this Section 5, provided that if any
Alterations so replaced are the property of Landlord the replacement Alterations shall also be the property of
Landlord.


 






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6. Use
of Premises.


 


(a) Tenant shall use and occupy the Premises for general office purposes related to the design and patent of intellectual
property for solar and light technologies (including related activities such as file storage) and for no other purpose without
Landlord’s prior consent. Tenant, at its expense, shall comply with the laws, rules and regulations of any federal, state or municipal
authority, or the Arizona Fire Underwriters Rating Bureau, or with any notice from any public officer pursuant to law, or with
any notice from any insurance company pertaining to Tenant’s occupancy or use of the Premises. Tenant shall immediately discontinue
any use of the Premises which is declared by any governmental authority having jurisdiction to be in violation of law or the certificate
of occupancy for the Building or the Premises. Tenant will not use or permit the Premises to be used for any purposes that interfere
with the use and enjoyment of the Building by Landlord or the other tenants, or which, in Landlord’s reasonable discretion, impair
the reputation of the Building.


 


(b) Tenant
shall not do, or permit anything to be done in the Premises, or bring or keep anything therein, which will in any way increase
the rate of fire insurance on the Building, or violate, invalidate or conflict with fire insurance policies on the Building, fixtures
or on property kept therein; provided, however, that Tenant’s normal conduct of its business shall not violate this paragraph.


 


(c)
Tenant and Tenant’s employees and agents shall not handle, use, manufacture, store, release or dispose of any oil, petroleum or
chemical liquids or solids, liquid or gaseous products or any hazardous waste or hazardous substance (collectively, “Hazardous
Materials”), as those terms are used in the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, or in any other federal, state or local law governing hazardous substances (collectively, “Act”),
as such laws may be amended from time to time at, upon, under or within the Premises or the Building or the land on which it is
built, or into the plumbing or sewer or water system servicing the Premises or the Building, nor shall Tenant, its employees or
agents cause or permit the discharge, spillage, uncontrolled loss, seepage or filtration of any Hazardous Materials at, upon,
under or within the Premises or the Building or the land or into the plumbing or sewer or water system servicing the same. Tenant
shall comply in all respects with the requirements of the Act and related regulations, and shall notify Landlord immediately if
Tenant discovers any Hazardous Materials at, upon, under or within the Premises or the Building or the land. Notwithstanding the
foregoing, normal quantities and use of those Hazardous Materials customarily used in the conduct of general office activities,
such as copier fluids and cleaning supplies, may be used and stored at the Premises without Landlord’s prior consent.


 


(d)
Tenant shall indemnify Landlord against all costs, expenses, liabilities, losses, damages, injunctions, suits, fines,
penalties, claims, and demands, including reasonable attorneys’ fees, arising out of any violation of or default in the
covenants of this Section 6. The provisions of this Section 6 shall survive the expiration of the
Term.


 






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7.
Rules & Regulations. Tenant shall at all times comply with: (i) the rules and regulations attached to this Lease
as Exhibit B to the extent those rules and regulations are not in conflict with any term or provision of this Lease;
and (ii) any reasonable rules and regulations adopted by Landlord for all tenants of the Building after the Effective Date,
but only to the extent such rules and regulations are reasonably designed for the safety, care, order or cleanliness of the Common
Areas, do not unreasonably and materially interfere with Tenant’s conduct of its business or Tenant’s use and enjoyment
of the Premises, the Parking Facilities and the Common Areas, and do not require the payment of additional money by Tenant (collectively,
“Rules and Regulations”). Landlord shall not be responsible to Tenant or to any other person for any violation
of, or failure to observe, the Rules and Regulations by any other tenant or other person (except Landlord), provided that notwithstanding
any provision of the Rules and Regulations to the contrary, Landlord shall not unreasonably or selectively enforce the Rules and
Regulations against Tenant.


 


8.
Subletting & Assignment.


 


(a)
Consent. Tenant will not transfer or assign this Lease, or sublet the Premises or any part thereof or transfer possession
or occupancy of the Premises to any person, firm or corporation other than a Tenant Affiliate (as defined below) without the prior
written consent of Landlord which shall be in Landlord’s sole and absolute discretion (collectively, “Permitted
Transfer”). Tenant may transfer or assign this Lease, or sublet the Premises or any part thereof or transfer possession
or occupancy of the Premises to a Tenant Affiliate without the consent of Landlord if (and only if) the credit of Tenant’s
Affiliate is comparable to Tenant’s credit, the intended use of the Premises will not materially change, and Tenant provides
Landlord at least fifteen (15) days prior written notice. A sale, transfer, assignment or other conveyance of more than a fifty-one
percent (51%) interest in the partnership interest(s) of Tenant in a single or series of related transactions to a party other
than a Tenant Affiliate shall be an assignment for purposes of this Section 8. The term, “Tenant Affiliate”
shall mean any entity controlling, controlled by or under common control with Tenant or a successor to Tenant by reason of merger,
consolidation or other form of reorganization, conversion to a different form of entity or acquisition of substantially all of
the assets of Tenant as a going concern.


 


(b)
Tenant Liability. Unless expressly released by Landlord, if there is any assignment or Permitted Transfer of this Lease
or subletting of the Premises, Tenant shall remain liable to Landlord for payment of the Rent and any other amounts due to Landlord
under this Lease and all other covenants and conditions of Tenant contained in this Lease.


 


(c)
Sale of Premises or Assignment by Landlord. The term “Landlord” as used in this Lease shall mean the owner
of the Project at the time in question. If there is a transfer (whether voluntary or involuntary) by such owner of its interest
in the Project, such owner shall thereupon be released and discharged from all covenants and obligations of the Lease thereafter
accruing (but not from liability for any uncured Default existing on the date of transfer) if: (i) the new owner expressly agrees
in writing to assume all of Landlord’s obligations under this Lease; and (ii) any Tenant funds that Landlord is holding
are delivered to the new owner.


 






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9. Services
& Utilities.


 


(a)
Building Standard Services & Utilities. Landlord shall, at Landlord’s expense but as a component of the
Operating Expenses, furnish to the Premises: (i) reasonable amounts of heat, ventilation and air-conditioning to maintain temperatures
for comfortable use and occupancy of the Premises during all Standard HVAC Hours specified in the Basic Lease Information (“Standard
HVAC Hours”); (ii) electricity at all times that provides electric current in reasonable amounts for all normal office
and administrative purposes; (iii) janitorial and trash removal services each Sunday through Thursday (except public holidays)
after 6:30 p.m.; (iv) automatic passenger elevator service at all times on a non-exclusive basis through the elevator located
in the Building’s lobby; (v) hot and cold running water at all times sufficient for drinking, lavatory, toilet and ordinary
cleaning purposes to be drawn from approved fixtures in the Premises; (vi) building standard fluorescent lamp, lighting tube,
bulb and lamp ballast replacement or their reasonable equivalent as determined by Landlord; (vii) perimeter window washing,
inside (once each year) and out (at least twice each year); (viii) extermination and pest control when and as reasonably required;
(ix) maintenance of all Common Areas, including cleaning, HVAC, illumination, signage, lawn care and landscaping maintenance;
(x) Common Area toilet room supplies; (xi) maintenance, lighting, cleaning and striping of the Parking Facilities; and (xii) fiber
and copper phone wire (via Century Link, or its reasonable equivalent). All services described in the preceding sentence shall
be at least consistent with those customarily furnished in Class A low-rise office buildings in Scottsdale, Arizona. Any additional
utilities or services that Landlord may agree to provide (including lamp or tube replacement for other than building standard
lighting fixtures) shall be at Tenant’s sole expense.


 


(b)
Additional Services. Landlord shall furnish HVAC services at times other than Standard HVAC Hours, which Tenant may obtain
by operating thermostats or other controls for distinct zones in the Premises. Tenant will be charged for after-hours HVAC use,
in addition to all other amounts due under this Lease, and shall pay Landlord for after-hours HVAC services on an hourly basis
at the rate of $7.00 per hour, per zone, which Landlord, in its sole discretion, may increase by three percent (3%) annually during
the Term.


 


(c)
Interruption of Service. Landlord shall not be liable to Tenant for any interruption or failure in the supply of any utilities
(including, without limitation, cable, phone and /or fiber) to the Premises. Landlord reserves the right to interrupt service
of the heat, plumbing, air conditioning, cooling, electric, and sewer and water systems, when reasonably necessary, by reason
of accident, or of repairs, alterations or improvements which in the good faith judgment of Landlord are desirable or necessary
to be made, until such repairs, alterations or improvements shall have been completed; and Landlord shall have no responsibility
or liability for failure to supply heat, plumbing, air conditioning, cooling, electric, and sewer and water service, or other
service or act for the benefit of Tenant, when prevented from so doing by Force Majeure or by orders or regulations of any federal,
state, county, or municipal authority (Landlord and Tenant shall each adhere to and abide by such orders and regulations without
any reduction in rent or in any of Tenant’s other obligations hereunder), and Tenant agrees that Tenant shall have no claim
for damages nor shall there be any abatement of Annual Base Rent if any of said systems or service shall be discontinued or shall
fail to function for any reason other than Landlord’s negligence or failure to perform its obligations under this Lease.
Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s business.


 






    	 	12	 



     


    

 


(d) Excessive
Electrical & Water Usage. Tenant will not install or operate in the Premises any heavy duty electrical or plumbing equipment
or machinery, without obtaining the prior written consent of Landlord which consent may be withheld in Landlord in its sole discretion.
If, in Landlord’s reasonable discretion and due to Tenant’s use of any heavy duty electrical or plumbing equipment or machinery,
Tenant consumes any utilities or services in excess of the normal consumption for general office use (excepting those customary
office uses that are typical for tenants in similarly situated office buildings) Tenant agrees to pay Landlord for the cost of
such excess consumption of utilities or services upon receipt of a statement of such costs from Landlord at the same time as payment
of the Rent.


 


10. Maintenance
& Repairs.


 


(a)  Landlord
shall maintain or cause to be maintained in reasonably good order, condition and repair, all structural portions of the roof,
foundations, floors, and exterior walls of the Building, any demising walls in the Building constructed by Landlord, all
Building systems and all public and Common Areas of the Project (including, without limitation, the Parking
Facilities, elevators and Common Area restrooms, building standard electrical, lighting, mechanical, plumbing, heating, air
conditioning systems, building standard fluorescent light bulbs and ballasts) in a manner comparable with other Class A
low-rise office buildings in Scottsdale, Arizona; provided, however, that Tenant shall pay the cost of repairs for any
physical damage to the Project or the Premises occasioned by the misuse or primary negligence of Tenant or Tenant’s
employees, agents or invitees, to the extent (if any) not covered by Landlord’s property insurance or the insurance Landlord
is required to carry pursuant to this Lease. Tenant shall promptly report in writing to Landlord any defective condition
actually known to Tenant which Landlord is required to repair. All repairs, replacements and maintenance required of Landlord
shall be made: (i) within a reasonable time (depending on the nature of the repair, replacement or maintenance required)
after receiving notice from Tenant or having actual knowledge, without duty of inquiry, of the need for such repair,
replacement or maintenance; and (ii) in a manner that does not unreasonably interfere with Tenant’s ability to conduct
Tenant’s business in the Premises. To any extent that Tenant’s ability to use and enjoy the Premises is impaired by
Landlord’s breach of the preceding sentence, Tenant shall receive a proportionate abatement of Rent for the period of such
impairment.


 


(b) Tenant
will keep the Premises and the fixtures and equipment therein in reasonably good order and condition, normal wear and tear excepted.
During the Term, and subject to Landlord’s cleaning, repair and maintenance obligations, Tenant at Tenant’s expense, but under
the good faith direction of Landlord, shall repair and maintain the interior of the Premises, including the interior walls, floor
coverings, ceiling (ceiling tiles and grid), interior Tenant Improvements and any appliances (as approved by Landlord) in the
Premises, and keep the Premises in a clean, safe and orderly condition.


 




    	 	13	 



     


    

 


(c)
Subject to the requirements of this Lease, Landlord reserves the right at any time and from time to time, without the same
constituting an actual or constructive eviction and without incurring any liability to Tenant or otherwise affecting Tenant’s
obligations under this Lease, to make changes, alterations, additions, deletions, improvements, repairs, relocations or replacements
in or to the Building and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, stairways
and other Common Areas, and to change the name by which the Building is commonly known and/or the Building’s address. Landlord
reserves the right from time to time to install, use, maintain, repair and replace Building signage, pipes, ducts, conduits, wires
and appurtenant meters and equipment for service to other parts of the Building, including other spaces for occupancy by other
tenants, above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate
any Building signage, pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises which are located
in the Premises or located elsewhere outside the Premises. Nothing contained in this paragraph shall be deemed to relieve Tenant
of any duty, obligation or liability with respect to making any repair, replacement or improvement or complying with any law,
order or requirement of any government or other authority and nothing contained herein shall be deemed or construed to impose
upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Building, or
any part thereof, other than as expressly provided in this Lease.


 


(d) Except
as otherwise expressly provided in this Lease, any and all injury, breakage or damage of any type whatsoever to the Premises or
to other portions of the Building, arising from any act or omission of Tenant or its agents, employees, licensees, invitees or
contractors, shall be repaired by Landlord at the sole expense of Tenant (net of insurance proceeds received by Landlord). Tenant
shall reimburse Landlord for the costs of such repairs within five (5) Business Days of receipt of written notice from Landlord
of such costs. This provision shall be construed as an additional remedy granted to Landlord and not in limitation of any other
rights and remedies which Landlord may have.


 


11. Signs
& Advertisements.


 


(a) Landlord agrees to display, at Tenant’s sole cost and expense, Tenant’s name on the Building directory or directories
in the size and style or lettering typically used by Landlord for tenants leasing space of similar sizes to the Premises. The
number of individual names listed on the Building directory or directories shall be subject to such limitation as shall be established
from time to time by Landlord. Landlord further agrees to provide Tenant, at Tenant’s sole cost and expense, suite entry signage
at the entrance to the Premises in Building standard color, size and style of lettering.


 


(b)
No sign, advertisement or notice shall be inscribed, painted, affixed or displayed on any part of the outside or the inside
of the Building, or inside of the Premises where it may be visible from outside or from the public areas of the Building,
except with Landlord’s prior written consent and then only in such location, number, size, color and style (i.e., Building
standard lettering) as is authorized by Landlord. If any such sign, advertisement or notice is exhibited without first
obtaining Landlord’s written consent, Landlord shall have the right to remove same, and Tenant shall be liable for any and
all expenses incurred by Landlord in connection with said removal. Tenant shall be permitted interior adhesive based building
signage above Tenant’s entry door at Tenants sole cost and expense. The size, design, and all other specifications of the
Tenants interior adhesive based building signage shall be consistent with Landlord’s standard guidelines, subject to the
reasonable approval of the Landlord, which approval shall not be unreasonable withheld. Tenant acknowledges and agrees that
it shall not be permitted to place a sign on the exterior of the Building.


 






    	 	14	 



     


    

 


(c)
Landlord shall have the right to prohibit any published advertisement of Tenant which in Landlord’s good faith opinion tends
to impair the image or reputation of the Building or its desirability as a Class A office building. Upon written notice from
Landlord, Tenant shall immediately refrain from and discontinue any such advertisement.


 


12.
Excessive Floor Load. Landlord shall have the right to prescribe the weight and method of installation and position
of safes, filing facilities or other heavy fixtures or equipment. Tenant will not, without Landlord’s prior written approval,
install in the Premises any fixtures, equipment or machinery that will place a load upon the floor exceeding the designed floor
load capacity. Tenant shall be liable for all damage (other than normal and reasonable wear and tear) done to the Building by
installing or removing a safe or any other article of Tenant’s office equipment, or due to its being in the Premises.


 


13.
Moving and Deliveries. Except upon initial move-in and move-out, no freight, furniture or other bulky matter of any
description shall be received into the Building or carried in the elevators, except through Tenant’s freight delivery facility
and in coordination with Landlord’s property manager. Tenant shall promptly remove from the public areas within or adjacent to
the Building any of Tenant’s property delivered or deposited there, and shall be responsible for any damage to the Building or
the Premises caused by its moving and deliveries.


 


14.
Parking Facilities.


 


(a) Landlord
will at all times during the Term maintain parking for Tenant based on a total parking ratio of 4.0 parking spaces/1,000
square feet of Rentable Area (“Maximum Parking Ratio”) for Tenant’s use, which, based on the Premises
consisting of 3,077 square feet of Rentable Area, shall be administered and paid for as follows:


 


(i)
Covered Parking. Landlord will maintain (A) three (3) covered reserved parking spaces located directly beneath the Building
(“Covered Reserved Parking Spaces”) for Tenant’s exclusive use, and (B) three (3) covered unreserved
parking spaces located directly beneath the Building (“Covered Unreserved Parking Spaces”) for Tenant’s
non-exclusive use. Commencing on the Commencement Date, and continuing until the Expiration Date or earlier termination of this
Lease, Tenant shall pay Landlord a monthly fee (“Parking Fee”) at the rate of $65.00 per space per month for
each Covered Reserved Parking Spaces and $55.00 per space per month for each Covered Unreserved Parking Spaces. All Parking Fees
shall be payable, in advance and without demand, together (if applicable) with each installment of Monthly Base Rent.


 




    	 	15	 



     


    

 


(ii) Uncovered
Parking. Landlord will maintain, on a non-exclusive basis, six (6) uncovered, unreserved parking spaces located on the
Building’s surface parking lot (“General Parking Spaces”); for Tenant’s nonexclusive use at no additional
charge to Tenant.


 


(b) General. The
Covered Reserved Parking Spaces, Covered Unreserved Parking Spaces and General Parking Spaces shall be referred to
collectively in this Lease as the “Parking Facilities.” Tenant shall not use any Parking Facilities or
other parking or storage areas in the Project for the overnight storage of vehicles. It is understood and agreed that
Landlord assumes no responsibility, and shall not be held liable, for any damage or loss to any automobiles parked in the
Parking Facilities or to any personal property located therein, or for any injury sustained by any person in or about the
Parking Facilities.


 


15.
Access.


 


(a)
Access to Building & Common Areas. Tenant shall have access to the Building and the Common Areas twenty-four (24) hours
per day, seven (7) days per week, by means of a key or an electronic security system. Tenant shall, upon termination of the Lease,
return to Landlord all keys to the Building. Landlord reserves the right to require a refundable deposit on Building keys and
security access cards, which deposit shall be returned to Tenant at the time such keys and cards are returned to Landlord. Additional
keys or security access cards required by Tenant for any reason will be provided upon Tenant’s payment of a fee as reasonably
determined by Landlord. If Tenant installs separate or replacement locks or access devises on or within the Premises, Tenant shall
promptly provide Landlord with all necessary keys, access cards and access codes in order to insure that Landlord has and maintains
access to the Premises as otherwise provided in this Lease.


 


(b)
Landlord’s Access to Premises. Landlord, its agents, employees and contractors shall have the right to enter the
Premises at all reasonable times, including emergencies determined by Landlord, (a) to make inspections or to make repairs to
the Premises or other premises as Landlord may deem necessary; (b) to perform nightly cleaning of the Premises; (c) to exhibit
the Premises to prospective tenants during the last six (6) months of the Term; and (d) for any purpose whatsoever relating to
the safety, protection or preservation of the Building. Landlord shall use reasonable efforts to minimize interference to Tenant’s
business when making repairs or otherwise accessing the Premises pursuant to the terms of this Lease, but Landlord shall not be
required to perform the repairs at any time other than during normal working hours.


 


(c)
Restricted Access. No additional locks, other devices or systems, including without limitation alarm systems, which would
restrict access to the Premises shall be placed upon any doors without the prior written consent of Landlord. Landlord reserves
the right to require a refundable deposit on Building keys and security access cards, which deposit shall be returned to Tenant
at the time such keys and cards are returned to Landlord. Additional keys or security access cards required by Tenant for any
reason will be provided upon Tenant’s payment of a fee as reasonably determined by Landlord. Tenant will keep such system
in good operating condition and repair, the cost of which will be Tenant’s sole responsibility. Unless access to the Premises
is provided during the hours when cleaning service is normally rendered, Landlord shall not be responsible for providing such
service to the Premises or to those portions thereof which are inaccessible. Such inability by Landlord to provide cleaning service
to inaccessible areas shall not entitle Tenant to any adjustment in Rent.


 






    	 	16	 



     


    

 


16. Liability.


 


(a)
Tenant Personal Property. All personal property of Tenant (including but not limited to furniture, equipment, trade fixtures
and merchandise) located in the Premises or in the Building shall be at the sole risk of Tenant. Landlord, its agents and employees
shall not be liable for any damage thereto, unless such damage is directly attributable to the negligent or willful acts of Landlord,
its agents or employees. Landlord, its agents and employees shall not be liable for any accident or damage to property of Tenant
resulting from the use or operation of elevators or of the heating, cooling, electrical or plumbing apparatus, unless caused by
and due to the negligent or willful acts of Landlord, its agents or employees. Tenant hereby expressly releases Landlord, its
agents and employees from any liability incurred or claimed by reason of damage to Tenant’s property except for damage caused
by the negligent or willful misconduct of Landlord, its agents or employees. Landlord, its agents and employees shall not be liable
in damages, nor shall this Lease be affected, for conditions arising or resulting, and which affect the Building, due to construction
on contiguous premises.


 


(b)
Criminal Acts of Third Parties. Landlord, its agents and employees shall not be liable in any manner to Tenant, its agents,
employees, licensees or invitees for any injury or damage to Tenant, Tenant’s agents, employees, licensees or invitees or
their property caused by the criminal or intentional misconduct of third parties unless such injury or damage is the proximate
result of Landlord’s breach of any term or provision of this Lease.


 


(c)
Tenant Indemnity. Subject to the terms and conditions otherwise set forth in this Lease, Tenant shall indemnify Landlord,
Landlord’s property manager, and their respective owners, members, employees and agents, and save them harmless from and
against any and all claims, actions, damages, liabilities and expense in connection with loss of life, personal injury and/or
damage to property arising from or out of any occurrence in, upon or at the Premises and/or the Common Areas, or the occupancy
or use by Tenant of the Premises and/or the Common Areas or any part thereof, or occasioned wholly or in part by any act or omission
of Tenant, its agents, employees, contractors, invitees or licensees. If Landlord, the property manager, or their respective agents
or employees shall, without fault on its or their part, be made a party to any litigation commenced by or against Tenant, then
Tenant shall protect and hold the same harmless and shall pay all costs, expenses and reasonable attorneys’ fees incurred
or paid in connection with such litigation.


 


(d)
Landlord Indemnity. Subject to the terms and conditions otherwise set forth in this Lease, Landlord shall indemnify Tenant,
and Tenant’s respective shareholders, officers, directors, employees and agents and save them harmless from and against
any and all claims, actions, damages, liabilities and expenses in connection with loss of life, personal injury and/or damage
to property arising from or out of the occurrence in, upon or at the Premises and/or the Common Areas, or the occupancy or use
by Landlord of the Premises and/or the Common Areas or any part thereof, or occasioned wholly or in part by any act or omission
of Landlord, its agents, employees, contractors, invitees or licensees. If Tenant or its respective agents or employees shall,
without fault on its or their part, be made a party to any litigation commenced by or against Landlord, then Landlord shall protect
and hold the same harmless and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid in connection
with such litigation.


 






    	 	17	 



     


    

 


17. Insurance.


 


(a)
Liability Insurance. Each Party shall maintain in full force throughout the Term commercial general liability insurance
providing coverage on an occurrence form basis with limits of not less than Two Million Dollars ($2,000,000.00) each occurrence
for bodily injury and property damage combined and Two Million Dollars ($2,000,000.00) annual general aggregate coverage,. Each
Party’s liability insurance policy or policies shall: (i) include premises liability broad form property damage coverage
and personal injury coverage; (ii) provide that the insurance company has the duty to defend all insureds under the policy; (iii)
provide that defense costs are paid in addition to and do not deplete any of the policy limits; (iv) cover liabilities arising
out of or incurred in connection with the Premises or the Project, as applicable; and (v) extend coverage to cover liability for
the actions of each Party’s employees, agents and invitees. Each policy of liability insurance required by this Section
17 shall: (i) contain a cross liability endorsement or separation of insureds clause; (ii) provide that any waiver of subrogation
rights or release prior to a loss does not void coverage; (iii) provide that it is primary to and not contributing with, any policy
of insurance carried by the other Party covering the same loss; (iv) provide that any failure to comply with the reporting provisions
shall not affect coverage provided to the other Party; and (v) name the non-procuring Party, and the Property Manager identified
in the Basic Lease Information (“Property Manager”), and such other parties in interest as the non-procuring
Party may from time to time reasonably designate to the procuring Party in writing, as additional insureds. Such additional insureds
shall be provided at least the same extent of coverage as is provided to the procuring Party under such policies.


 


(b)
Property Insurance. Each Party shall at all times maintain in effect with respect to its personal property at the Project
(including, with respect to Tenant, any Alterations and trade fixtures owned by Tenant), commercial property insurance providing
coverage, on an “all risk” or “special form” basis, in an amount equal to at least 100% of the full replacement
cost of the covered property. Either Party may carry such insurance under a blanket policy, provided that such policy provides
coverage equivalent to a separate policy. During the Term, the proceeds from any such policies of insurance relating to losses
incurred with respect to the Project shall be used for the repair or replacement of the property so insured. In each case, the
non-procuring Party shall be provided coverage under such insurance to the extent of its insurable interest (if any) and, if requested
by the non-procuring Party, both Landlord and Tenant shall sign all documents reasonably necessary or proper in connection with
the settlement of any claim or loss under such insurance. Landlord will have no obligation to carry insurance on any Alterations
or on Tenant’s trade fixtures or personal property, and Tenant will have no obligation to carry insurance on any of Landlord’s
personal property.


 






    	 	18	 



     


    

 


(c)
Building Insurance. Landlord shall maintain in effect insurance on the Building and Parking Facilities and Tenant Improvements
with responsible insurers, on an “all risk” or “special form” basis, insuring the Building and Parking
Facilities and Tenant Improvements in the amount of the full replacement cost thereof, excluding land. The insurance shall include
an extended coverage endorsement of the kind required by an institutional lender to repair and restore the Building (including
the Tenant Improvements) and the Parking Facilities. Landlord may, but shall not be obligated to, carry insurance against additional
perils and/or in greater amounts. Landlord’s liability coverage on the Common Areas will insure Tenant against liability
for the acts or omissions of Landlord and its employees, agents and representatives.


 


(d)
Requirements For All Policies. Each policy of insurance required under this Section 17 shall: (i) be in a form,
and written by an insurer, reasonably acceptable to the non-procuring Party; (ii) be maintained at the procuring Party’s
sole cost and expense; and (iii) require at least thirty (30) days’ (or such lesser period as is reasonably available) written
notice to the non-procuring Party prior to any cancellation, nonrenewal or modification of insurance coverage. All insurance companies
issuing such policies shall be admitted carriers licensed to do business in Arizona. Each Party shall provide to the other, upon
request, evidence that the insurance required to be carried by it pursuant to this Section 17, including any endorsement
effecting additional insured status, is in full force and effect and that premiums therefor have been paid.


 


(e)
Updating Coverage. The amounts of insurance required by this Section 17 shall be reviewed and revised, three years
after the Commencement Date and each three years thereafter, to maintain approximately the same level of coverage that exists
on the Commencement Date, considering the coverage then carried by prudent landlords and tenants for Class A low-rise office buildings
in Scottsdale, Arizona.


 


(f)
Proof of Insurance. Prior to occupancy of the Premises by Tenant, and not less than thirty (30) days prior to expiration
of any policy thereafter, each Party shall furnish to the other Party reasonably acceptable proof of insurance reflecting that
the insurance required by this Section 17 is in force, accompanied by an endorsement showing the required additional insureds
reasonably requested by the other Party. Such proof may consist of a certificate or a certified copy of each insurance policy
required to be in force at any time pursuant to the requirements of this Lease.


 


(g)
Notice of Fire and Accident. Tenant shall give Landlord prompt notice in case of fire, theft, or accidents in the Premises,
and in case of fire, theft or accidents in the Building if involving Tenant, its agents, employees or invitees.


 


(h)
Waiver of Subrogation. Neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party
(or to any insurance company insuring the other party) for any loss or damage to the Premises or to the property of either party
covered by insurance to the extent of such insurance and all casualty insurance and other insurance carried either by Landlord
or Tenant covering losses arising out of destruction or damage to the Premises or its contents or to other portions of the Building
shall provide for a waiver of subrogation against Landlord and Tenant respectively on the part of the insurance company, and Landlord
and Tenant mutually waive all right of recovery against each other, their agents, or employees for any loss, damage or injury
of any nature whatsoever to property or person for which either party is required by this Lease to carry insurance.


 




    	 	19	 



     


    

 


18. Damage
by Casualty.


 


(a)
Fire or Casualty Damage. If there is damage or destruction of the Premises by fire or any other casualty, this Lease shall
not be terminated, except as provided in Section 18(c), but the Premises shall be promptly and fully repaired and restored
by Landlord to the extent of available insurance proceeds.


 


(b)
Untenantability. If the condition referred to in Section 18(a) is such so as to make the entire Premises untenantable,
then the rent which Tenant is obligated to pay hereunder shall abate as of the date of the occurrence until the Premises have
been fully and completely restored by Landlord. If the Premises are partially damaged or destroyed, then during the period until
Landlord completes restoration of the damaged portion of the Premises, Tenant shall be required to pay rent covering only that
part of the Premises that it is able to occupy, based on the Rentable Area of the Premises that can be occupied compared to the
total Rentable Area of the Premises. Any repair or restoration to be performed by Landlord under this Section 18 shall
be limited to those portions of the Premises which were constructed by Landlord or are Landlord’s responsibility to maintain
or repair. Tenant, at its own expense, shall repair or replace its furniture, trade fixtures, equipment, personal property and
other items belonging to Tenant, and any leasehold improvements constructed by Tenant, which are damaged or destroyed by fire
or other casualty. Except as hereinabove set forth, no compensation, or claim, or diminution of rent will be allowed or paid by
Landlord, by reason of inconvenience, annoyance, or injury to business, arising from the necessity of repairing the Premises or
any portion of the Building of which they are a part.


 


(c)
Right to Terminate. If the Premises are substantially or totally destroyed by fire or other casualty so as to be substantially
untenantable, and it shall require more than one hundred twenty (120) days for Landlord to commence restoration of same, or at
the time of the casualty less than one (1) year remains of the Term, Landlord, upon written notice to Tenant, may terminate this
Lease, in which case the Rent shall be apportioned and paid to the date of said fire or other casualty. If the Premises are substantially
or totally destroyed by fire or other casualty so as to be substantially untenantable and Landlord does not elect to terminate
the Lease pursuant to this paragraph, or does not timely complete Landlord’s repair obligations, then Tenant may elect to
terminate this Lease by giving Landlord fifteen (15) days prior written notice, in which case the Rent shall be apportioned and
paid to the dates of said fire or other casualty.


 


19. Condemnation. If
the whole or a substantial part of the Project or the Building shall be taken for any public or quasi-public purpose by any
lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to said
authority to prevent such taking (collectively, a “Taking”), Landlord shall have the right to terminate this
Lease effective as of the date possession is required to be surrendered to said authority, and Rent shall be apportioned as
of that date. For purposes of this Section 19, a substantial part of the Premises or the Building shall be
considered to have been taken if, in Landlord’s good faith opinion, the taking shall render the Building commercially
impractical or undesirable for Landlord to permit this Lease to continue or to continue operating the Building. Tenant shall
not assert any claim against Landlord or the taking authority for any compensation arising out of or related to such taking
and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of
Tenant. If Landlord does not elect to terminate this Lease, the Annual Base Rent and Additional Rent payable by Tenant
pursuant to Section 3 shall be adjusted (based on the ratio that the number of square feet of Rentable Area taken from
the Premises bears to the number of rentable square feet in the Premises immediately prior to such taking) as of the date
possession is required to be surrendered to said authority. Nothing contained in this Section shall be deemed to give
Landlord any interest in any award made to Tenant for the taking of personal property, fixtures or the leasehold interest
belonging to Tenant, as long as such award is made in addition to and separately stated from any award made to Landlord for
the Premises and the Building or any loss of income associated with the condemnation. Landlord shall have no obligation to
contest any taking.


 






    	 	20	 



     


    

 


20. Defaults
and Remedies.


 


(a) Default. Each
of the following shall be deemed a default (“Default”) by Tenant and a breach of this Lease:


 


(i) A
failure by Tenant to pay any Rent when due if such payment is not made within five (5) Business Days after the applicable due
date; or


 


(ii) An
assignment of this Lease or subletting of the Premises in violation of Section 8; or


 


(iii) A
failure by Tenant to cure or correct any violation, breach or failure in the observance or performance of any other term, covenant,
agreement or condition of this Lease on the part of Tenant to be observed or performed, within thirty (30) days after receipt
by Tenant of written notice describing, in reasonable detail, the nature of the Default or, if such failure cannot reasonably
be cured within such thirty (30) day period, Tenant fails within such thirty (30) day period to commence, and thereafter to diligently
proceed to completion with, all actions necessary to cure the Default as soon as reasonably possible; or


 


(iv) Tenant’s
abandonment of or suspension of business in the Premises; or


 


(v) Any
fraudulent or material and adverse misrepresentation by Tenant to Landlord in connection with the negotiation and/or execution
of this Lease.


 


(b) Remedies. Upon
the occurrence of a Default by Tenant, Landlord shall be entitled to remedy such default as follows:


 


(i)
Landlord shall have the right, immediately or at any time thereafter, without further notice to Tenant, to enter the
Premises, without terminating this Lease or being guilty of trespass, and do any and all acts as Landlord may deem reasonably
necessary, proper or convenient to cure such Default, for the account and at the expense of Tenant, and Tenant agrees to pay
to Landlord as Additional Rent all damage and/or expense reasonably incurred by Landlord in so doing.


 




    	 	21	 



     


    

 


(ii) Landlord
shall have the right to terminate this Lease and Tenant’s right to possession of the Premises and, with or without legal
process, take possession of the Premises and remove Tenant, any occupant and any property therefrom, using such force as may
be reasonably necessary, without being guilty of trespass and without relinquishing any right of Landlord against Tenant. No
act or thing done by Landlord shall be deemed to be an acceptance of a surrender of the Premises unless Landlord shall
execute a written agreement of surrender with Tenant. Tenant’s liability shall not be terminated by the execution of a new
lease of the Premises by Landlord. After such a dispossession or removal, (1) the Rent and other charges which are the
obligation of Tenant shall be paid up to the date Landlord’s re-entry, (2) Landlord may re-let the Premises or any part or
parts thereof either in the name of Landlord or otherwise, for a term or terms which may, at the option of Landlord, be less
than or exceed the period which would otherwise have constituted the balance of the term of this Lease, and (3) Tenant shall
pay to Landlord any deficiency between the sum of the Rent and other charges due hereunder plus the reasonable costs of
relating the Premises (including broker’s and attorneys’ fees, and the cost of alterations, repairs and replacements
reasonably necessary to re-let the Premises) and the amount of rents and other charges collected on account of the new lease
or leases of the Premises for each month of the period which would otherwise have constituted the balance of the term of this
Lease (not including any renewal periods, the commencement of which shall not have occurred prior to such dispossession or
removal). Such deficiency shall be paid by Tenant in monthly installments on the dates specified in this Lease for payment of
Rent, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month by a similar proceeding. In the alternative, Landlord shall have
the right to exercise all or any of the rights and remedies afforded Landlord under law including, but not limited to, the
right to terminate this Lease and recover Landlord’s damages incurred as a result thereof. The damages Landlord may recover
against Tenant include, but are not limited to, any Late Charge(s) otherwise due the worth at the time of award of the amount
by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss for the
same period that the Tenant proves could be reasonably avoided, together with interest on all unpaid sums at the Interest
Rate. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws if
Tenant is being evicted or being dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises
by reason of the default by Tenant of any of the covenants and conditions of this Lease.


 


(c) Right
of Landlord to Cure Tenant’s Default If Tenant defaults in the making of any payment to any third party, or doing any act
required to be made or done by Tenant relating to the Premises, then Landlord may, but shall not be required to, make such
payment or do such act. The amount of any resulting expense or cost to Landlord, including attorneys’ fees, with
interest thereon at the Interest Rate, accruing from the date paid by Landlord, shall be paid by Tenant to Landlord and shall
constitute Additional Rent hereunder, due and payable by Tenant upon receipt of a written statement of costs from Landlord.
The making of such payment or the doing of such act by Landlord shall not operate to cure Tenant’s default, nor shall it
prevent Landlord from the pursuit of any remedy to which Landlord would otherwise be entitled.


 




    	 	22	 



     


    

 


(d) Lien
for Rent. Upon any Default by Tenant, Landlord shall have a lien upon the property of Tenant in the Premises for the
amount of any unpaid Rent. In such event, Tenant shall not remove any of Tenant’s property from the Premises except with the
prior written consent of Landlord, and Landlord shall have the right and privilege, at its option, to take possession of all
property of Tenant in the Premises, to store the same on the Premises, or to remove it and store it in such place as may be
selected by Landlord, at Tenant’s risk and expense. Notwithstanding any conflicting provision of this Lease or any other
provision of the Arizona Revised Statutes, Landlord shall never have any lien on or other right of any nature in, on or with
respect to any records, media, files, computers or other items containing any confidential or privileged information relating
to Tenant’s business or clients.


 


(e) Attorneys’
Fees. Tenant agrees to pay all costs and expenses of collection (including reasonable attorneys’ fees) on any part of any
sums due Landlord that may be collected by an attorney, suit, distress or foreclosure; and further, if Tenant fails to
promptly and fully perform and comply with each and every condition and covenant hereunder and the matter is turned over
to Landlord’s attorney, Tenant shall pay Landlord a reasonable attorneys’ fee plus costs, where necessary, whether suit is
instituted or not.


 


(f)
Landlord’s Remedies Cumulative. All rights and remedies of Landlord herein enumerated shall be cumulative, and none
shall exclude any other right or remedy allowed by law. For the purposes of any suit brought or based hereon, this Lease shall
be construed to be a divisible contract, to the end that successive actions may be maintained on this Lease as successive periodic
sums mature hereunder.


 


(g) Landlord’s
Default.


 


(i)
If Landlord fails to perform or comply in any material manner with any provision of this Lease, Tenant may give Landlord notice
of the default and Landlord shall have: (i) ten (10) Business Days to cure the default, if the default can be cured by the payment
of money; and (ii) thirty (30) days to cure the default, if the default cannot be cured by the payment of money, but if
a non-monetary default cannot reasonably be cured within such thirty (30)-day period, Landlord will have such additional time
as may be reasonably necessary to cure the default so long as Landlord promptly commences to cure the default within the 30-day
period and diligently proceeds to complete such cure.


 


(ii) If
any default by Landlord continues beyond the applicable cure period set forth in Section 20(g)(i), above, Tenant may pursue
its rights and remedies under this Lease and Arizona Law, excepting only the right of offset or deduction of Rent, unless such
remedy is expressly conferred by this Lease. In addition, Tenant may cure a default on Landlord’s behalf, and the costs expended
by Tenant in good faith in do so shall be paid by Landlord upon demand together with interest thereon at the Interest Rate.


 


(h) Non-Waiver. Acceptance
of partial payment of Rent or other partial performance, with or without the accepting Parties’ knowledge of a Default or
default by the other Party, or failure of either Party to take any action on account of a Default or default by the other
Party, or to enforce its rights under this Lease, other than the acceptance of full payment of a cure of the Default or
default, shall not be deemed a waiver of any Default or default.


 






    	 	23	 



     


    

 


21.
Encumbrances & Public Notice.


 


(a) Subordination
& Attornment. This Lease is made subject and subordinate to any existing or future encumbrance created by Landlord
and covering all or any portion of the Project; provided, however, that such subordination shall only be effective as to any
encumbrance if the holder of the encumbrance agrees that this Lease shall survive the termination of the encumbrance by lapse
of time, foreclosure or otherwise and that all holders of the encumbrance will be bound by this Lease and by all of Tenant’s
rights under the Lease and Tenant agrees to attorn to the holders of such encumbrance(s). Provided the conditions of the
preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within fifteen (15) days after written
request by Landlord and in a form reasonably requested by Landlord and consistent with this Section 21, any additional
documents evidencing the subordination of this Lease, the nondisturbance agreement of all holders of encumbrances and
Tenant’s agreement to attorn. If the interest of Landlord in the Project is transferred pursuant to, or in lieu of
proceedings for enforcement of, any encumbrance and provided that the new owner of the Project complies with the requirements
of this Section 21, Tenant shall immediately and automatically following notice of such transfer attorn to the new
owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the
terms, and subject to the conditions, otherwise set forth in this Lease.


 


(c)
New Financing. If any future mortgagee requires, as a good faith condition of any financing, that modifications to this
Lease be obtained, and provided that such modifications: (i) are reasonable; (ii) do not adversely affect Tenant’s use and
enjoyment of the Premises and the Common Areas or change the character of the Building from a Class A low-rise office building;
(iii) do not materially alter the Approved Plan for the Premises; and (iv) do not increase the Rent and other sums required to
be paid by Tenant, then Landlord may submit to Tenant a written amendment to this Lease incorporating mortgagee’s required
modifications, and, if Tenant does not execute and return to Landlord such written amendment within ten (10) Business Days after
the same has been submitted to Tenant, then Landlord shall thereafter have the right, at its sole option, to cancel this Lease.
Such option shall be exercisable by Landlord giving Tenant written notice of cancellation, immediately whereupon this Lease shall
be cancelled and terminate, and any money held by Landlord on Tenant’s behalf shall be returned to Tenant, and both Landlord
and Tenant shall thereupon be relieved from any and all further liability or obligation under this Lease.


 


22.
Estoppel Certificates. Tenant agrees, at any time and from time to time, upon not less than ten (10) days prior written
notice by Landlord, to execute, acknowledge and deliver to Landlord a written estoppel certificate: (i) certifying that this Lease
is unmodified and in full force and effect (or if there have been modifications, stating the nature of same); (ii) stating the
Commencement Date of the Lease Term; (iii) stating the amounts of Annual Base Rent and Additional Rent and the dates to which
the Annual Base Rent and Additional Rent have been paid by Tenant; (iv) stating the amount of any Security Deposit, if any; (v)
stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or
condition contained in this Lease, and, if so, specifying each such default of which Tenant may have knowledge; (vi) stating that
Tenant has no right to setoff and no defense against payment of the Annual Base Rent or Additional Rent, (vii) stating the address
to which notices to Tenant should be sent; and (viii) certifying such other matters as may be reasonably requested by Landlord.
Any such certificate delivered pursuant hereto may be relied upon by an owner of the Building, any prospective purchaser of the
Building, any mortgagee or prospective mortgagee of the Building or of Landlord’s interest therein, or any prospective assignee
of any such mortgage. Failure to deliver the aforesaid certificate within the ten (10) days shall be conclusive upon Tenant for
the benefit of Landlord and any successor to Landlord that this Lease is in full force and effect and has not been modified except
as may be represented by the party requesting the certificate. Further, if Tenant fails to deliver the certificate within the
ten (10) days, Tenant irrevocably constitutes and appoints Landlord as its attorney-in-fact to execute and deliver the certificate
to any third party.


 






    	 	24	 



     


    

 


23.
Surrender and Inspection. Upon the Expiration Date or other termination of the Term of this Lease, Tenant shall quit
and surrender the Premises to Landlord broom clean and in as good order and condition as when received, ordinary and reasonable
wear and tear excepted, and Tenant shall remove all of its personal property from the Premises by the Expiration Date or other
termination of this Lease. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination
of this Lease. If Tenant does not remove Tenant’s furniture, equipment, machinery, trade fixtures, floor coverings and all other
items of personal property from the Premises prior to the Expiration Date, then Tenant shall be conclusively presumed to have
conveyed the same to Landlord without further payment or credit by Landlord to Tenant, and Landlord may dispose of such personal
property at Tenant’s cost.


 


24.
Tenant Holdover. If Tenant continues to remain in the Premises after the expiration of the Lease Term, Tenant shall
become a tenant of sufferance only, at a base monthly rent which is one hundred fifty percent (150%) of the Base Monthly Rent
applicable to the last month of the Term, and otherwise subject to the terms, covenants and conditions herein specified. Tenant
expressly agrees to hold Landlord harmless from all loss and damages, direct and consequential, which Landlord may suffer in defense
of claims by other parties against Landlord arising out of the holding over by Tenant, including without limitation attorneys’
fees which may be incurred by Landlord in defense of such claims. Acceptance of rent by Landlord subsequent to the expiration
of the Term shall not constitute consent to any holding over.


 


25.
Quiet Enjoyment. So long as Tenant shall observe and perform all the covenants and agreements binding on Tenant under
this Lease, Tenant shall at all times during the Term, peacefully and quietly have and enjoy possession of the Premises and nonexclusive
use of the Common Areas without any encumbrance or hindrance by, from or through Landlord, except as provided for elsewhere under
this Lease.


 


26.
Limitation of Landlord’s Liability. It is understood and agreed that the liability of Landlord under this Lease shall
be limited solely to Landlord’s interest in the Project of which the Premises form a part; and that neither Landlord’s members
nor its officers, employees and agents, shall be personally liable for any obligations of Landlord arising out of or related to
this Lease.


 




    	 	25	 



     


    

 


27.
Time of the Essence. Landlord and Tenant acknowledge that time is of the essence in the performance of
any and all obligations, terms, and provisions of this Lease.


 


28.
Waiver of Trial by Jury. Landlord and Tenant waive their right to trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever
arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of or occupancy
of the Premises, and any emergency statutory or any other statutory remedy.


 


29.
Notices. All notices required or desired to be given by either Party to the other shall be given in person, or sent
by Federal Express or by certified or registered mail, postage prepaid, return receipt requested, addressed as specified in the
Basic Lease Information. Either Party may, by like written notice, designate a new address to which such notices shall be directed.
Notice shall be deemed to be effective when delivered in person or by Federal Express, or three (3) days after mailing.


 


30.
Brokers. Except as separately agreed, in writing, by Landlord and: (i) Colliers International (attention: Phillip Wurth)
(“Tenant’s Broker”); and (ii) CBRE (attention: Jerry Roberts and Corey Hawley) (“Landlord’s Broker”),
Landlord and Tenant each represents and warrants to the other that it has not employed any broker in connection with this Lease
transaction. Tenant’s Broker represents Tenant in connection with this Lease and Landlord’s Broker represents Landlord in connection
with this Lease. Landlord and Tenant each shall indemnify, defend and hold harmless the other for, from and against any claims,
liability, loss, damage, expense, action, demand, suit or obligation arising out of or relating to a breach by such party of this
representation.


 


31.
Force Majeure. Landlord’s obligations under this Lease, including Landlord’s obligations to deliver the Premises shall
be subject to force majeure delays (“Force Majeure Delays”). For the purpose of this Lease, the term Force
Majeure Delays shall include delays caused by strikes, fire, unusually severe and adverse weather conditions, acts or delays of
public agencies or governmental bodies, any moratorium on the issuance of governmental approvals or utility service connections
or other similar government actions, freight embargoes, unanticipated shortages of necessary labor or materials or for other reasons
beyond the reasonable control of Landlord. If the Commencement Date is postponed as a result of a Force Majeure Delay, the Expiration
Date shall also be postponed for the same period of time.


 


32. Landlord’s
Property. Tenant acknowledges that Landlord furnished the Premises with certain furniture and
equipment (“Landlord’s Property”). Landlord shall not be required to furnish the Premises with any
additional furniture other than Landlord’s Property. On or before the Commencement Date, Landlord will inventory Landlord’s
Property and create a schedule of Landlord’s Property to attach to this Lease as Exhibit C. Tenant acknowledges
that Tenant has inspected the Premises and Landlord’s Property to Tenant’s complete satisfaction and Tenant accepts the
Premises and Landlord’s Property, “AS IS,” “WHERE IS” and “WITH ALL FAULTS”. Tenant shall
properly maintain, repair and/or replace, if necessary, Landlord’s Property during the Term of this Lease. Upon the
expiration of this Lease, Landlord’s Property shall be returned to Landlord in the same condition at it was on the
Commencement Date, subject to ordinary wear and tear.


 






    	 	26	 



     


    

 


33. Guaranty. As
an express condition precedent to the effectiveness of this Lease and concurrently with the execution of this Lease, Dean
Ledger, shall execute and deliver to Landlord a written Guaranty of Tenant’s obligations under this Lease, in the form
attached to this Lease as Exhibit D.


 


34.
Miscellaneous Provisions.


 


(a)
Governing Law. The laws of the State of Arizona (excluding conflict of laws principles) shall govern the validity,
performance and enforcement of this Lease.


 


(b)
Covenants. The parties hereto agree that all the provisions of this Lease are to be construed as covenants and agreements
as though the words importing such covenants and agreements were used in each separate provision.


 


(c)
Successors. All rights, remedies and liabilities herein given to or imposed upon either of the parties hereto, shall extend
to, be binding upon and inure to the benefit of their respective heirs, executors, administrators, successors and permitted assigns.
This provision shall not be deemed to grant Tenant any right to assign this Lease or to sublet the Premises.


 


(d)
No Partnership. Nothing contained in this Lease shall be deemed or construed to create a partnership or joint venture of
or between Landlord and Tenant, or to create any other relationship between the parties other than that of Landlord and Tenant.


 


(e)
No Representations by Landlord. Neither Landlord nor any agent of Landlord has made any representations or promises with
respect to the Premises or the Building except as herein expressly set forth, and no rights, privileges, easements or licenses
are granted to Tenant except as herein expressly set forth.


 


(f)
Captions. All Section and paragraph captions herein are for the convenience of the parties only, and neither limit nor
amplify the provisions of this Lease.


 


(g)
Invalidity of Particular Provisions. If any term or provision of this Lease or applications thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Lease, or the application of such
term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.


 


(h)
Counterparts. This Lease may be executed in several counterparts, but all such counterparts shall constitute one and the
same legal document.


 




    	 	27	 



     


    

 


(i)
Entire Agreement; Modification. This Lease and all Exhibits hereto contain all the agreements and conditions made between
the parties and may not be modified orally or in any other manner than by an agreement in writing, signed by the parties hereto.


 


(j)
Interpretation. This Lease shall not be construed for or against Landlord or Tenant, but this Lease shall be interpreted
in accordance with the general tenor of the language in an effort to reach the intended result.


 


(k)
Authority. Landlord and Tenant hereby covenant that each has full right, power and authority to enter into this Lease upon
the terms and conditions herein set forth. If Tenant signs as a corporation, each of the persons executing this Lease on behalf
of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, qualified to do business
in the jurisdiction in which the Premises is located, that the corporation has full right and authority to enter into this Lease,
and that each and both of the persons signing on behalf of the corporation were authorized to do so. If Tenant signs as a partnership,
each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly formed and
validly existing partnership, that the partnership has full right and authority to enter into this Lease, and that each of the
persons signing on behalf of the partnership were authorized to do so.


 


(1)
Examination of Lease. Submission of this Lease for examination or signature by Tenant shall not constitute an offer to
lease or a reservation of or option for Lease, and the same shall not be effective as a Lease or otherwise until execution and
delivery by both Landlord and Tenant.


 


(m) Landlord
Assignment. Landlord may, at any time after the Effective Date, assign this Lease to any party without Tenant’s consent;
provided, however, that: (i) Landlord shall provide Tenant with written notice of the assignment no less than thirty (30)
days prior to its effective date; (ii) any assignee shall (A) be (or become on the effective date of the assignment)
fee owner of the Building, and (B) agree, in writing, to become “Landlord” under this Lease and assume all of
Landlord’s obligations from and after the effective date of assignment; and (iii) DTR10, L.L.C., shall remain liable for any
matters that accrued prior to the effective date of assignment.


 


[SIGNATURES
ON FOLLOWING PAGE]


 




    	 	28	 



     


    

 


Dated
as of the Effective Date, by:


 


	 	LANDLORD:
	 	 	 
	 	DTR10, L.L.C., an Arizona limited liability company


 





	 	By:	 	
	 	 	Its:	Authorized Agent



 


	 	TENANT:
	 	 	 
	 	Universal Technology Systems Corp., a Florida corporation



 


	 	By:	/s/ Dean
Ledger
	 	Name:	Dean
    Ledger
	 	Title: 	Chief Executive Officer


 




    	 	29	 



     


    

 


EXHIBIT
A-1 


 


(Project
Site Plan)


 


 




    	 	A-1	 



     


    

 


EXHIBIT
A-2


 


(Depiction
of Premises Location)


 


 


 




    	 	A-2	 



     


    

 


EXHIBIT
B


 


RULES
AND REGULATIONS


 


The
following rules and regulations (“Rules and Regulations”) govern Tenant’s use of the Premises and Project. Tenant
will also cause its employees, agents, contractors, customers, guests, invitees and, if permitted, subleasees to comply with these
Rules and Regulations.


 


1. The
sidewalks, entries, passages, elevators, public corridors, vestibules, halls, stairways and other public areas of the Building
shall not be obstructed or used for any other purpose than ingress and egress.


 


2. Tenant
shall not install or permit the installation of any projection, awnings, shades, mylar films, or sun filters on windows or to
the outside walls of the Building.


 


3. All
window blinds provided by Landlord shall be left down at all times. No curtains, blinds, shades or screens visible from the exterior
of the Building may be attached to or used in connection with any window or door of the Building without the prior written consent
of Landlord. Tenant shall not place anything or allow anything to be placed near or against glass partitions, doors, walls or
windows which would be visible from the exterior of the Premises.


 


4. The
doors from the corridors and other means of entry to the Premises shall be kept closed during business hours, except when being
used for ingress or egress. No Building or suite doors shall be propped open at any time. Tenant will keep its valuable items
locked up and doors locked after Business Hours and at other times the Premises are not in use to prevent theft.


 


5. No
tenant shall make, or permit to be made, any excessive noises, cause disturbances or vibrations or other sound or other waves
or disturbances which may be heard outside of such Tenant’s Premises or disturb or interfere with other tenants or occupants of
the Building or neighboring buildings or premises whether by the use of any musical instrument, radio, television set, or other
audio device, unmusical noise, whistling, singing, or in any other way. Nothing shall be thrown out, or off, of any doors, windows,
balconies or skylights or down any passageways.


 


6. Floor
distribution boxes for electric and telephone wires shall remain accessible at all times.


 


7. Bicycles,
skateboards, motor scooters or any other type of vehicle shall not be brought into the Building, lobby, elevators, or into the
Premises, or parked on the sidewalk or parking spaces, except as required by law other than appropriate vehicles necessary for
assisting the disabled. Such vehicles will be allowed only in areas designated by Landlord.


 


8. No
animal (other than a seeing-eye dog) shall be permitted within the Premises or anywhere in the Building at any time.


 




    	 	B-1	 



     


    

 


9. Tenant
will not conduct any activity within the Premises which will create excessive traffic anywhere in the Building.


 


10. Tenant
parking shall be as set forth in the Lease. Tenant will not park or permit parking in any areas designated by Landlord for parking
by visitors of the Project or for the exclusive use of other tenants or occupants of the Project. Only passenger vehicles may
be parked in the parking areas. Parking is prohibited in areas not striped for parking, in aisles where “no parking”
signs are posted, on ramps, in cross-hatched areas, in loading areas, fire lanes or in such other areas as may be designated by
Landlord. Any violation of the parking rules set forth in this Paragraph shall subject the vehicle to removal at the vehicle owner’s
expense. Nothing in these Rules and Regulations shall modify Landlord’s obligations regarding the Parking Facilities as otherwise
set forth in the Lease.


 


11. Parking
stickers or any other device or form of identification supplied by Landlord as a condition of use of the parking facilities must
be displayed as requested. Such devices are not transferable and any device in the possession of an unauthorized holder will be
void. Each user of the parking area may be required to sign a parking agreement, as a condition to parking, which agreement may
provide for the manner of payment of any parking charges and other matters not inconsistent with this Lease.


 


12. No
overnight or extended term parking or storage of vehicles is permitted.


 


13. All
responsibility for damage, loss or theft to vehicles and the contents thereof is assumed by the person parking their vehicle.


 


14. Tenant
shall not make any room-to-room solicitation of business from other tenants in the Building and Tenant acknowledges that canvassing
and peddling of any kind in the Building are prohibited. Tenant shall not distribute any handbills or other advertising matter
on automobiles parked in the parking area. Canvassing, soliciting, and peddling in the Building are prohibited, and each tenant
shall cooperate in seeking their prevention.


 


15. Immediately
upon the sounding of the Building fire alarm, Tenant, its agents, employees and invitees shall use marked exits and exit stairways
to evacuate the Building and will comply with all safety, fire protection and evacuation procedures and regulations established
by Landlord or any governmental agency.


 


16.
Smoking of any tobacco product is prohibited in the Building and exterior areas located within 25 feet of the Building
except as designated and redesignated in writing from time to time by Landlord in its sole discretion, and Tenant will not
smoke anywhere within the Project, including, without limitation, the Premises and the sidewalks, entrances, passages,
corridors, halls, elevators and stairways of the Building, other than the smoking areas, if any, designated in writing by
Landlord. All smoking materials must be disposed of in ashtrays or other appropriate receptacles provided for that
purpose.


 


17. Eating
and drinking are prohibited in the public areas of the Building.


 




    	 	B-2	 



     


    

 


18.
No showcases or other articles, including furniture, shall be put on the balcony, in front of or affixed to any part of
the exterior of the Premises, or placed in the halls, corridors, vestibules, balconies or other appurtenant or public parts of
the Building.


 


19. Any
water and wash closets, drinking fountains and other plumbing fixtures in any Premises or the Building shall not be used for any
purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances (including, without
limitation, coffee grounds) shall be thrown therein.


 


20. No
tenant shall bring or keep, or permit to be brought or kept, any inflammable, combustible, or explosive fluid, material, chemical,
or substance in or about the space demised to such tenant.


 


21. Except
for the hanging of artwork, bulletin boards or similar items on interior walls, no tenant shall make, paint, drill into, or in
anyway deface, any part of the interior or exterior of the Building or the space demised to such tenant. No boring, cutting, or
stringing of wires shall be permitted.


 


22. No
tenant shall cause or permit any odors, obnoxious or harmful fumes, smoke or other discharges which may be offensive to the other
occupants of the Building or otherwise create any nuisance to emanate from the space demised to such tenant.


 


23. Tenant
shall promptly report to Landlord any cracked or broken glass on the Premises.


 


24. Landlord
shall have the right to prohibit any advertising by any tenant which, in Landlord’s opinion, tends to impair the reputation of
the Building or its desirability as a building for offices, and upon notice from Landlord, such tenant shall refrain from or discontinue
such advertising. Tenant will not use the name of the Building or the Project in connection with or in promoting or advertising
the business of Tenant except as Tenant’s address.


 


25. Each
tenant, before closing and leaving the space demised to such tenant at any time, shall see that all entrance doors are locked.


 


26. No
space demised to any tenant shall be used, or permitted to be used, for lodging or sleeping. The Premises will not be used for
cooking (other than the heating of food from one or more microwave ovens) or for any immoral or illegal purpose.


 


27. All
equipment and machinery belonging to any tenant which causes noise, vibration or electrical interference that may be transmitted
to the structure of the Building, to any space therein, or that may unreasonably interfere with the operation of any device, equipment,
computer, video, radio, television broadcasting or reception from or within the project to such degree to be objectionable to
Landlord and any tenant in the Building shall be installed and maintained by each such tenant, at such tenant’s expense, on vibration
eliminators or other devices sufficient to eliminate such noise or vibration.


 




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28. Tenant
will not waste electricity, water or air conditioning and shall reasonably cooperate with any efforts of Landlord to conserve
energy and ensure the most effective operation of the Building’s heating, air conditioning, ventilation and utility systems. Tenant
will not use any method of heating or air conditioning (including, without limitation, fans or space heaters) other than those
approved in writing by Landlord.


 


29. No
utilities serving the Premises will be overloaded.


 


30. No
additional locks or similar devices will be attached to any door or window and no keys other than those provided by Landlord will
be made for any door or window.


 


31. All
loading, unloading, receiving or delivery of goods, supplies, furniture or other items will be made only through entryways provided
for such purposes. Deliveries during normal office hours will be limited to normal office supplies and other small items. No deliveries
will be made which impede or interfere with other occupants of the Building. No equipment, materials, furniture, packages, supplies,
merchandise or other property will be received in the Building or carried in the passenger elevators except between such hours
and in such elevators as may be designated by Landlord.


 


32. Tenant
will not use at the Project any hand truck except those equipped with rubber tires and side guards or such other material-handling
equipment as Landlord may approve.


 


33. Tenant
shall store all its trash and garbage in proper receptacles within its Premises or in other facilities provided for such purpose
by Landlord. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and
customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued
from time to time by Landlord. Tenant will cooperate with any recycling program at the Project.


 


34. Landlord
will have the right to specify the proper position of any safe, equipment or other heavy article, which shall only be used by
Tenant in a manner which will not interfere with or cause damage to the Premises or the Building. Tenant will not overload the
floors or structure of the Building.


 


35. Persons
may enter the Building only in accordance with such regulations as Landlord may provide, and persons entering or departing from
the Building may be questioned as to their business in the Building. The right is reserved to require the use of an identification
card or other access devices or procedures an/or the registering of persons as to the hour of entry and departure, nature of visit,
and other information deemed necessary by Landlord for the protection of the Building.


 


36. All
janitorial services for the Premises shall be provided exclusively through Landlord. Tenant shall not cause any unnecessary janitorial
labor by carelessness or indifference to the cleanliness of the Project.


 





37.
Landlord reserves the right to exclude or expel from the project any person who, in Landlord’s judgment, is intoxicated or
under the influence of liquor or drugs or who is in violation of any of these Rules and Regulations.


 


*       *       *


 




    	 	B-4	 



     


    

 


EXHIBIT
C


 


(Schedule
of Landlord’s Property)


 


	Furniture Description	 	Total Quantity	 
	Wood Desk (with file drawers) w/ glass top	 	 	7	 
	Wood Desk (w/out file drawers) w/ glass top	 	 	2	 
	Wood Credenza (30” tall x 72” wide) w/ no glass top	 	 	1	 
	Leather Chair (brown)	 	 	14	 
	Black Chair	 	 	5	 
	Wood File Cabinet (30” tall x 36” wide) w/ glass top	 	 	5	 
	Wood File Cabinet (30” tall x 48” wide) w/ no glass top	 	 	1	 
	Wood File Cabinet (30” tall x 60” wide) w/ no glass top	 	 	1	 
	Wood Book Shelf (30” tall x 40” wide) w/ glass top	 	 	4	 
	Tall Wood Corner Book Shelf (+1-7 feet tall)	 	 	1	 
	Wood Book Shelf (+/- 5 feet tall x 30” wide)	 	 	1	 
	Granite Conference Table	 	 	1	 
	Round Wood Conference Table	 	 	1	 
	Desk Lamp	 	 	6	 
	Decorative Pot/Plant	 	 	3	 






 






    	 	C-1	 



     


    

 


EXHIBIT
D


 


(Guaranty)


 


Lease
Guaranty Agreement




 


THIS
LEASE GUARANTY AGREEMENT (“Guaranty”) is entered into and shall be effective as of______________________ ,
20 (“Effective Date”), by Dean Ledger, a Single Man (“Guarantor”), in favor of DTR10,
L.L.C., an Arizona limited liability company (“Landlord”).


 


Background


 


A. Universal
Technology Systems Corp., a Florida corporation (“Tenant”), has entered into an Office Lease Agreement with Landlord,
dated as of the Effective Date (“Lease”). The Lease covers approximately 3,077 square feet of rentable area in the commercial
office building located at 17207 North Perimeter Drive, Scottsdale, Arizona.


 


B. Guarantor
has represented to Landlord that Guarantor is: (i) a single man; and (ii) a principal of Tenant, and has requested that Landlord
enter into the Lease. Landlord has declined to enter into the Lease unless Guarantor guarantees the Lease as provided in this
Guaranty.


 


C. On
the terms and subject to the conditions and limitations set forth in this Guaranty, Guarantor has agreed to guaranty the payment
performance of Tenant’s obligations under the Lease.


 


Guaranty


 


1.
Definitions. Capitalized terms not otherwise defined in this Guaranty will have the meanings given them in the Lease.


 


2.
Unconditional Guaranty. Guarantor unconditionally and irrevocably guarantees to Landlord, and the successors and assigns
of Landlord, the full and punctual payment and performance by Tenant of all Tenant’s obligations under the Lease, of any type
or nature. If, at any time, Tenant defaults in the payment or performance of any of Tenant’s obligations under the Lease, including,
without limitation, the payment of any Monthly Base Rent or Additional Rent, Guarantor will promptly pay, perform or otherwise
discharge the defaulted obligation. Guarantor’s obligations under this Guaranty and the Lease shall be primary.


 


3. Continuing
Guaranty. This Guaranty and Guarantor’s obligations under this Guaranty are unconditional and continuing in nature
and will survive: (a) any amendment to, modification, extension or renewal of, or waiver of rights under, the Lease; (b) the
voluntary or involuntary termination of the Lease; and/or (c) Tenant’s release from all or any portion(s) of its obligations
under the Lease. Guarantor’s liability under this Guaranty will not be affected or diminished by: (t) Tenant’s bankruptcy or
insolvency (or any related proceedings or events); (u) any court proceeding, judgment or ruling involving Tenant or the
Lease; (v) any sublease or assignment of the Lease; (w) any amendment, extension or renewal of the Lease (in which case,
Guarantor’s obligations under this Guaranty will include the amendment, extension or renewal, as the case may be); (x)
Landlord’s termination of the Lease based on a Tenant default; (y) the exercise by Landlord of any rights or remedies under
the Lease; or (z) any other proceeding, claim or defense purporting to affect or modify Tenant’s obligations under the Lease,
of any type or nature.


 






    	 	D-1	 



     


    

 


4.
Notice of Default. Landlord will provide Guarantor with a copy of any default notice required or permitted under the Lease
in the manner set forth in Paragraph 10(h), below; provided, however, Landlord’s failure to provide any notice to Guarantor
under the Lease, this Guaranty or any other document or agreement will not reduce, impair, delay or otherwise amend Guarantor’s
obligations under this Guaranty.


 


5.
Guarantor Waivers. Guarantor waives and relinquishes any right to review or approve any amendment or modification to the
Lease. To the fullest extent permitted under Arizona law, Guarantor waives, and agrees not to assert or take advantage of: (a)
the provisions Of ARIZONA REVISED STATUTES §§ 12-1641 through 12-1646 inclusive, Rule 17(f) of the ARIZONA RULES OF
CIVIL PROCEDURE, and any other similar or analogous statutory, common laws or procedural rules of any jurisdiction relevant to
guarantors, indemnitors, sureties, co-makers or accommodation parties; (b) any right to require Landlord to seek or exhaust remedies
against Tenant as a prerequisite to enforcing this Guaranty if an event of default occurs under the Lease; (c) any claim or defense
otherwise available to Tenant with respect to the Lease; and (d) any other circumstance or defense which might otherwise constitute
a legal or equitable defense or discharge of a surety or a guarantor (except for payment and/or performance, in full, of Tenant’s
obligations under the Lease). The liability of Guarantor under this Guaranty will not be affected or impaired by any full or partial
release of, settlement with, or agreement not to sue, Tenant or any other guarantor or surety with respect to the Lease.


 


6.
No Joinder Required. If any claim or cause of action accrues under the Lease or this Guaranty, Guarantor covenants and
agrees Landlord may join Guarantor in any action brought against Tenant or commence action against Guarantor (and/or any other
guarantor or surety) separately and independently and in any order. Guarantor waives any right to assert Tenant (and/or any other
guarantor or surety) is an indispensible party under Rule 19, ARIZONA RULES OF CIVIL PROCEDURE, or any similar or analogous statute,
rule or holding.


 


7. No
Subrogation; Subordination. Until all of Tenant’s obligations under the Lease are fully performed, Guarantor: (a)
shall have no right of subrogation, contribution or reimbursement against Tenant by reason of any payments or acts of
performance by Guarantor under this Guaranty; (b) waives any right to enforce any remedy which Guarantor now or hereafter may
have against Tenant; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to
Tenant’s obligations to Landlord under the Lease. Subject to the foregoing, so long as there is no continuing Default under
the Lease, Tenant may pay Guarantor’s normal compensation and other sums payable to Guarantor in the ordinary course of
Tenant’s business.


 






    	 	D-2	 



     


    

 


8.
WAIVER OF JURY TRIAL. IN THE INTEREST OF OBTAINING A SPEEDY AND LESS COSTLY ADJUDICATION OF ANY DISPUTE, LANDLORD AND GUARANTOR
HEREBY EXPRESSLY AND IRREVOCABLY WANE TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY EITHER PARTY
AGAINST THE OTHER, AND ANY RIGHTS TO A TRIAL BY JURY UNDER ANY STATUTE, RULE OF LAW OR PUBLIC POLICY IN CONNECTION WITH ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS GUARANTY OR THE LEASE.


 


9.
Tenant’s Management & Financial Condition. Guarantor represents and warrants to Landlord that Guarantor is an owner
and manager of Tenant, with full access to Tenant’s financial records and Guarantor is aware of the present financial condition
of Tenant. Guarantor assumes responsibility for remaining informed of Tenant’s ongoing financial condition, any change in Tenant’s
financial condition (and associated risk of Tenant’s default under the Lease) and any amendments to the Lease agreed to by Landlord
and Tenant that may impact Guarantor’s liability under this Guaranty. This obligation, as well as Guarantor’s obligations under
this Guaranty, will survive any change in ownership or management of Tenant.


 


10.
Miscellaneous.


 


a.
No Waiver by Landlord. No waiver or delay on the part of Landlord in exercising any right(s) under the Lease or this Guaranty
shall operate as a waiver of such right or of any other right of Landlord under the Lease or under this Guaranty, nor shall any
delay, omission or waiver on any one or more occasions be deemed a bar to or a waiver of the same or any other right on any other
future occasion.


 


b.
Joint & Several Liability. The liability of Guarantor, Tenant and any other guarantor or surety with respect to the
Lease shall be joint and several.


 


c.
Entire Agreement; Amendment. This Guaranty constitutes the entire agreement between Landlord and Guarantor with respect
to the Lease guaranty transactions and supersedes and replaces all prior oral or written agreements. This Guaranty may not be
changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor
and Landlord.


 


d.
Applicable Law; Venue. This Guaranty shall be governed by and construed in accordance with the laws of the State of Arizona.
Venue shall be in Maricopa County.


 


e.
Guarantor’s Successors. Guarantor’s obligations under this Guaranty shall be binding on the successors, heirs
and assigns of Guarantor by operation of law or otherwise (including any receiver or bankruptcy trustee). Guarantor shall not
be released by virtue of any assignment or delegation by it of its obligations or duties under this Guaranty.


 


f.
Attorneys’ Fees. If Landlord enforces Guarantor’s obligations under this Guaranty by legal proceedings, the
prevailing party shall be entitled to recover, in addition to any other award, all costs incurred, including without limitation
reasonable attorneys’ fees.


 




    	 	D-3	 



     


    

 


g.
Bankruptcy Preferences. If Landlord is required to turn over any amounts received under the Lease or this Guaranty
to any bankruptcy court or state insolvency proceeding, as a “preference” or otherwise, Guarantor shall promptly pay
Landlord such amount as a reinstated obligation under this Guaranty.


 


h.
Notices. Any notice provided by Landlord to Guarantor shall be in writing and shall sent via Certified Mail, Return
Receipt Requested, or FedEx (or other reputable overnight currier) to the address set forth in Guarantor’s signature block,
below (or such new address as Guarantor provides to Landlord from time to time in the manner required for notices under the Lease).


 


i.
Captions; Interpretation; Severability. The section and subsection headings appearing herein are for purposes of identification
and reference only and shall not be used in interpreting this Guaranty. If any provision of this Guaranty or the application of
any provision to any person or any circumstance shall be determined to be invalid or unenforceable to any extent, such determination
shall not affect any other provision of this Guaranty or the application of such provision to the fullest extent permitted or
to any other person or circumstance, all of which other provisions shall remain in full force and effect to the fullest extent
permitted. If any term or provision of this Guaranty is susceptible to two or more constructions, one of which would render the
provision valid, the term or provision shall have the meaning which renders it valid.


 


This
Guaranty is executed and delivered as of the Effective Date, by:


 





	 	 	GUARANTOR:
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	Dean Ledger, a
    Single Man
	 	 	 



 


STATE OF ____________ )


                                                  ) ss.


County of  ____________   )





 


The
foregoing instrument was acknowledged before me this ____ day of ___________________, ______, by Dean Ledger, a Single
Man.


 





	 	 
	 	Notary Public



 





	My Commission Expires:	 
	 	 
	 	 	 



 




    	 	D-4	 



     


    

 


Lease
Guaranty Agreement


 


This
Lease Guaranty Agreement (“Guaranty”)
is entered into and shall be effective as of November 15, 2013 (“Effective Date”), by Dean Ledger, a Single
Man (“Guarantor”), in favor of DTR10, L.L.C., an Arizona limited liability company (“Landlord”).


 


Background


 


A.
Universal Technology Systems Corp., a Florida corporation (“Tenant”), has entered into an Office Lease Agreement
with Landlord, dated as of the Effective Date (“Lease”). The Lease covers approximately 3,077 square feet of
rentable area in the commercial office building located at 17207 North Perimeter Drive, Scottsdale, Arizona.


 


B. Guarantor
has represented to Landlord that Guarantor is: (i) a single man; and (ii) a principal of Tenant, and has requested that Landlord
enter into the Lease. Landlord has declined to enter into the Lease unless Guarantor guarantees the Lease as provided in this
Guaranty.


 


C. On
the terms and subject to the conditions and limitations set forth in this Guaranty, Guarantor has agreed to guaranty the payment
performance of Tenant’s obligations under the Lease.


 


Guaranty


 


1.
Definitions. Capitalized terms not otherwise defined in this Guaranty will have the meanings given them in the Lease.


 


2.
Unconditional Guaranty. Guarantor unconditionally and irrevocably guarantees to Landlord, and the successors and assigns
of Landlord, the full and punctual payment and performance by Tenant of all Tenant’s obligations under the Lease, of any type
or nature. If, at any time, Tenant defaults in the payment or performance of any of Tenant’s obligations under the Lease, including,
without limitation, the payment of any Monthly Base Rent or Additional Rent, Guarantor will promptly pay, perform or otherwise
discharge the defaulted obligation. Guarantor’s obligations under this Guaranty and the Lease shall be primary.


 


3.
Continuing Guaranty. This Guaranty and Guarantor’s obligations under this Guaranty are unconditional and continuing
in nature and will survive: (a) any amendment to, modification, extension or renewal of, or waiver of rights under, the Lease;
(b) the voluntary or involuntary termination of the Lease; and/or (c) Tenant’s release from all or any portion(s) of its obligations
under the Lease. Guarantor’s liability under this Guaranty will not be affected or diminished by: (t) Tenant’s bankruptcy or insolvency
(or any related proceedings or events); (u) any court proceeding, judgment or ruling involving Tenant or the Lease; (v) any sublease
or assignment of the Lease; (w) any amendment, extension or renewal of the Lease (in which case, Guarantor’s obligations under
this Guaranty will include the amendment, extension or renewal, as the case may be); (x) Landlord’s termination of the Lease based
on a Tenant default; (y) the exercise by Landlord of any rights or remedies under the Lease; or (z) any other proceeding, claim
or defense purporting to affect or modify Tenant’s obligations under the Lease, of any type or nature.


 




     


     


    

 


4.
Notice of Default. Landlord will provide Guarantor with a copy of any default notice required or permitted under
the Lease in the manner set forth in Paragraph 10(h), below; provided, however, Landlord’s failure to provide any notice
to Guarantor under the Lease, this Guaranty or any other document or agreement will not reduce, impair, delay or otherwise amend
Guarantor’s obligations under this Guaranty.


 


5.
Guarantor Waivers. Guarantor waives and relinquishes any right to review or approve any amendment or modification to the
Lease. To the fullest extent permitted under Arizona law, Guarantor waives, and agrees not to assert or take advantage of: (a)
the provisions of ARIZONA REVISED STATUTES §§ 12-1641 through 12-1646 inclusive, Rule 17(f) of the ARIZONA RULES OF
CIVIL PROCEDURE, and any other similar or analogous statutory, common laws or procedural rules of any jurisdiction relevant to
guarantors, indemnitors, sureties, co-makers or accommodation parties; (b) any right to require Landlord to seek or exhaust remedies
against Tenant as a prerequisite to enforcing this Guaranty if an event of default occurs under the Lease; (c) any claim or defense
otherwise available to Tenant with respect to the Lease; and (d) any other circumstance or defense which might otherwise constitute
a legal or equitable defense or discharge of a surety or a guarantor (except for payment and/or performance, in full, of Tenant’s
obligations under the Lease). The liability of Guarantor under this Guaranty will not be affected or impaired by any full or partial
release of, settlement with, or agreement not to sue, Tenant or any other guarantor or surety with respect to the Lease.


 


6.
No Joinder Required. If any claim or cause of action accrues under the Lease or this Guaranty, Guarantor covenants and
agrees Landlord may join Guarantor in any action brought against Tenant or commence action against Guarantor (and/or any other
guarantor or surety) separately and independently and in any order. Guarantor waives any right to assert Tenant (and/or any other
guarantor or surety) is an indispensible party under Rule 19, ARIZONA RULES OF CIVIL PROCEDURE, or any similar or analogous statute,
rule or holding.


 


7.
No Subrogation; Subordination. Until all of Tenant’s obligations under the Lease are fully performed, Guarantor: (a) shall
have no right of subrogation, contribution or reimbursement against Tenant by reason of any payments or acts of performance by
Guarantor under this Guaranty; (b) waives any right to enforce any remedy which Guarantor now or hereafter may have against Tenant;
and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to Tenant’s obligations to Landlord
under the Lease. Subject to the foregoing, so long as there is no continuing Default under the Lease, Tenant may pay Guarantor’s
normal compensation and other sums payable to Guarantor in the ordinary course of Tenant’s business.


 


8. WAIVER
OF JURY TRIAL. IN THE INTEREST OF OBTAINING A SPEEDY AND LESS COSTLY ADJUDICATION OF ANY DISPUTE, LANDLORD AND
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT
BY EITHER PARTY AGAINST THE OTHER, AND ANY RIGHTS TO A TRIAL BY JURY UNDER ANY STATUTE, RULE OF LAW OR PUBLIC POLICY IN
CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS GUARANTY OR THE LEASE.


 






    	 	2	 



     


    

 


9.
Tenant’s Management & Financial Condition. Guarantor represents and warrants to Landlord that Guarantor is an owner
and manager of Tenant, with full access to Tenant’s financial records and Guarantor is aware of the present financial condition
of Tenant. Guarantor assumes responsibility for remaining informed of Tenant’s ongoing financial condition, any change in Tenant’s
financial condition (and associated risk of Tenant’s default under the Lease) and any amendments to the Lease agreed to by Landlord
and Tenant that may impact Guarantor’s liability under this Guaranty. This obligation, as well as Guarantor’s obligations under
this Guaranty, will survive any change in ownership or management of Tenant.


 


10.
Miscellaneous.


 


a.
No Waiver by Landlord. No waiver or delay on the part of Landlord in exercising any right(s) under the Lease or this Guaranty
shall operate as a waiver of such right or of any other right of Landlord under the Lease or under this Guaranty, nor shall any
delay, omission or waiver on any one or more occasions be deemed a bar to or a waiver of the same or any other right on any other
future occasion.


 


b.
Joint & Several Liability. The liability of Guarantor, Tenant and any other guarantor or surety with respect to the
Lease shall be joint and several.


 


c.
Entire Agreement; Amendment. This Guaranty constitutes the entire agreement between Landlord and Guarantor with respect
to the Lease guaranty transactions and supersedes and replaces all prior oral or written agreements. This Guaranty may not be
changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor
and Landlord.


 


d.
Applicable Law; Venue. This Guaranty shall be governed by and construed in accordance with the laws of the State of Arizona.
Venue shall be in Maricopa County.


 


e.
Guarantor’s Successors. Guarantor’s obligations under this Guaranty shall be binding on the successors, heirs
and assigns of Guarantor by operation of law or otherwise (including any receiver or bankruptcy trustee). Guarantor shall not
be released by virtue of any assignment or delegation by it of its obligations or duties under this Guaranty.


 


f.
Attorneys’ Fees. If Landlord enforces Guarantor’s obligations under this Guaranty by legal proceedings, the
prevailing party shall be entitled to recover, in addition to any other award, all costs incurred, including without limitation
reasonable attorneys’ fees.


 


g.
Bankruptcy Preferences. If Landlord is required to turn over any amounts received under the Lease or this Guaranty to any
bankruptcy court or state insolvency proceeding, as a “preference” or otherwise, Guarantor shall promptly pay Landlord
such amount as a reinstated obligation under this Guaranty.


 




    	 	3	 



     


    

 


h.
Notices. Any notice provided by Landlord to Guarantor shall be in writing and shall sent via Certified Mail, Return
Receipt Requested, or FedEx (or other reputable overnight currier) to the address set forth in Guarantor’s signature block,
below (or such new address as Guarantor provides to Landlord from time to time in the manner required for notices under the Lease).


 


i.
Captions; Interpretation; Severability. The section and subsection headings appearing herein are for purposes of identification
and reference only and shall not be used in interpreting this Guaranty. If any provision of this Guaranty or the application of
any provision to any person or any circumstance shall be determined to be invalid or unenforceable to any extent, such determination
shall not affect any other provision of this Guaranty or the application of such provision to the fullest extent permitted or
to any other person or circumstance, all of which other provisions shall remain in full force and effect to the fullest extent
permitted. If any term or provision of this Guaranty is susceptible to two or more constructions, one of which would render the
provision valid, the term or provision shall have the meaning which renders it valid.


 


This
Guaranty is executed and delivered as of the Effective Date, by:


 





	 	GUARANTOR:
	 	 
	Address:	 
	9290 E. Thompson PK Parkway	/s/ Dean Ledger
	Scottsdale, AZ 85255	Dean Ledger, a Single Man
	LOT 134	 



 


STATE OF Arizona. )


                                   ) ss.


County of Maricopa. )


 


The
foregoing instrument was acknowledged before me this 15th day of November    , 2013,
by Dean Ledger, a Single Man.


 





	 	/s/
    Larry Malcuit
	 	Notary Public



 


	My Commission Expire:	 
	April 14, 2016	



 


 


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