Exhibit 10.29


 


LEASE


 


BETWEEN


 


THE IRVINE COMPANY LLC 


 


AND


 


CONVERSIONPOINT
TECHNOLOGIES INC.


 




    	



     


    

 


LEASE


(Short Form)


 


THIS LEASE is made
as of March 20, 2018, by and between THE
IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and
CONVERSIONPOINT TECHNOLOGIES INC.,
a Delaware corporation, hereafter called “Tenant.”


 


ARTICLE 1. BASIC LEASE PROVISIONS


 


Each reference in this
Lease to the “Basic Lease Provisions” shall mean and refer to the following collective terms, the application
of which shall be governed by the provisions in the remaining Articles of this Lease.


 


		1.	Tenant’s Trade Name: N/A



 





	2.	Premises:	Suite No. 450
	 	Address of Building:	840 Newport Center Drive, Newport Beach, CA 92660
	 	Project Description:	Pacific Financial Plaza







(The Premises are
more particularly described in Section 2.1).


 


		3.	Use of Premises: General office and for no other use.



 


		4.	Estimated Commencement Date: June 1, 2018 (as more particularly set forth in Section 3.1.)



 


		5.	Lease Term: 60 months, plus such additional days as may be required to cause this Lease
to expire on the final day of the calendar month.



 


		6.	Basic Rent:



 





	Months of Term
 or Period	 	Monthly Rate Per Rentable
  Square Foot	 	 	Monthly Basic Rent (rounded to 
 the nearest dollar)	 
	1 to 12	 	$	4.05	 	 	$	37,296.00	 
	13 to 24	 	$	4.23	 	 	$	38,954.00	 
	25 to 36	 	$	4.42	 	 	$	40,704.00	 
	37 to 48	 	$	4.62	 	 	$	42,546.00	 
	49 to 60	 	$	4.83	 	 	$	44,479.00	 








 


Notwithstanding the above schedule
of Basic Rent to the contrary, as long as Tenant is not in Default (as defined in Section 14.1) under this Lease, Tenant shall
be entitled to an abatement of 2 full calendar months of Basic Rent in the aggregate amount of $75,852.00 (i.e. $37,296.00 per
month) (the “Abated Basic Rent”) for the first 2 full calendar months of the Term (the “Abatement Period”).
In the event Tenant Defaults at any time during the Term, all Abated Basic Rent shall immediately become due and payable. The payment
by Tenant of the Abated Basic Rent in the event of a Default shall not limit or affect any of Landlord's other rights, pursuant
to this Lease or at law or in equity. Only Basic Rent shall be abated during the Abatement Period and all other additional rent
and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.


 


		7.	Property Tax Base: The Property Taxes per rentable square foot incurred by Landlord and
attributable to the twelve month period ending June 30, 2020 (the "Base Year").



 


Project Cost Base: The
Project Costs per rentable square foot incurred by Landlord and attributable to the Base Year.


 


Expense Recovery Period:
Every twelve month period during the Term (or portion thereof during the first and last Lease years) ending June 30.


 


		8.	Floor Area of Premises: approximately 9,209 rentable square feet (Landlord and Tenant stipulate
and agree that the Floor Area of Premises is correct).



 


Floor Area of Building:
approximately 134,497 rentable square feet


 


		9.	Security Deposit: $132,177.00



 


		10.	Broker(s): Irvine Management Company ("Landlord's Broker") is the agent
of Landlord exclusively and CBRE/Newport Beach ("Tenant's Broker") is the agent of Tenant exclusively.



 


		11.	Parking: 28 parking passes in accordance with the provisions set forth in Exhibit F
to this Lease.



 




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		12.	Address for Payments and Notices:



 


	 	LANDLORD	TENANT
	 	 	 
	 	Payment Address:	CONVERSIONPOINT TECHNOLOGIES INC.
	 	 	840 Newport Center Drive, Suite 450
	 	THE IRVINE COMPANY LLC	Newport Beach, CA 92660
	 	PO Box #843295	 
	 	Los Angeles, CA 90084-3295	 
	 	 	 
	 	Notice Address:	 
	 	 	 
	 	The Irvine Company LLC	 
	 	620 Newport Center Drive, Suite 150	 
	 	Newport Beach, CA 92660	 
	 	Attn: Property Manager	 
	 	 	 
	 	with a copy of notices to:	 
	 	 	 
	 	THE IRVINE COMPANY LLC	 
	 	550 Newport Center Drive	 
	 	Newport Beach, CA 92660	 
	 	Attn: Senior Vice President, Property Operations	 
	 	Irvine Office Properties	 


 


		13.	List of Lease Exhibits (all exhibits, riders and addenda attached to this Lease are hereby
incorporated into and made a part of this Lease):



 





	 	Exhibit A	Description of Premises
	 	Exhibit B	Operating Expenses
	 	Exhibit C	Utilities and Services
	 	Exhibit D	Tenant’s Insurance
	 	Exhibit E	Rules and Regulations
	 	Exhibit F	Parking
	 	Exhibit G	Additional Provisions
	 	Exhibit X	Work Letter




 



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ARTICLE 2. PREMISES


 


2.1. LEASED PREMISES.
Landlord leases to Tenant and Tenant leases from Landlord the Premises shown in Exhibit A (the “Premises”),
containing approximately the floor area set forth in Item 8 of the Basic Lease Provisions (the “Floor Area”).
The Premises are located in the building identified in Item 2 of the Basic Lease Provisions (the “Building”),
which is a portion of the project described in Item 2 (the “Project”).


 


2.2. ACCEPTANCE
OF PREMISES. Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty
with respect to the Premises, the Building or the Project or the suitability or fitness of either for any purpose, except as set
forth in this Lease. The taking of possession or use of the Premises by Tenant for any purpose other than construction shall conclusively
establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease
in all respects. Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant
to pay rent.


 


ARTICLE 3. TERM


 


3.1. GENERAL.
The term of this Lease (“Term”) shall be for the period shown in Item 5 of the Basic Lease Provisions.
The Term shall commence (“Commencement Date”) on the date the Premises are deemed “ready for occupancy”
(as hereinafter defined) and possession thereof is delivered to Tenant. Promptly following request by Landlord, the parties shall
memorialize on a form provided by Landlord (the "Commencement Memorandum") the actual Commencement Date and the
expiration date (“Expiration Date") of this Lease; should Tenant fail to execute and return the Commencement
Memorandum to Landlord within 5 business days (or provide specific written objections thereto within that period), then Landlord's
determination of the Commencement and Expiration Dates as set forth in the Commencement Memorandum shall be conclusive. The Premises
shall be deemed “ready for occupancy” if and when Landlord, to the extent applicable, (i) has substantially
completed all the work required to be completed by Landlord pursuant to the Work Letter (if any) attached to this Lease but for
minor punch list matters, and has obtained the requisite governmental approvals for Tenant’s occupancy in connection with
such work, (ii) has provided reasonable access to the Premises for Tenant so that the Premises may be used without unreasonable
interference, and (iii) has put into operation all building services required to be provided by Landlord under this Lease
and essential for the use of the Premises by Tenant.


 


3.2. DELAY IN POSSESSION.
If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement
Date set forth in Item 4 of the Basic Lease Provisions, this Lease shall not be void or voidable nor shall Landlord be liable
to Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent until the Commencement Date occurs
as provided in Section 3.1 above, except that if Landlord’s failure to substantially complete all work required of Landlord
pursuant to Section 3.1(i) above is attributable to any action or inaction by Tenant (including without limitation any Tenant Delay
described in the Work Letter, if any, attached to this Lease), then the Premises shall be deemed ready for occupancy, and Landlord
shall be entitled to full performance by Tenant (including the payment of rent), as of the date Landlord would have been able to
substantially complete such work and deliver the Premises to Tenant but for Tenant’s delay(s).


 


ARTICLE 4. RENT AND OPERATING EXPENSES


 


4.1. BASIC RENT.
From and after the Commencement Date, Tenant shall pay to Landlord without deduction or offset a Basic Rent for the Premises in
the total amount shown (including subsequent adjustments, if any) in Item 6 of the Basic Lease Provisions (the “Basic
Rent”). If the Commencement Date is other than the first day of a calendar month, any rental adjustment shown in Item 6
shall be deemed to occur on the first day of the next calendar month following the specified monthly anniversary of the Commencement
Date. The Basic Rent shall be due and payable in advance commencing on the Commencement Date and continuing thereafter on the first
day of each successive calendar month of the Term, as prorated for any partial month. No demand, notice or invoice shall be required.
An installment in the amount of 1 full month’s Basic Rent at the initial rate specified in Item 6 of the Basic Lease
Provisions shall be delivered to Landlord concurrently with Tenant’s execution of this Lease.


 


4.2. OPERATING EXPENSES.
Tenant shall pay Tenant’s Share of Operating Expenses in accordance with Exhibit B of this Lease.


 


4.3. SECURITY DEPOSIT.
Concurrently with Tenant’s delivery of this Lease, Tenant shall deposit with Landlord the sum, if any, stated in Item 9
of the Basic Lease Provisions (the “Security Deposit”), to be held by Landlord as security for the full and
faithful performance of Tenant’s obligations under this Lease, to pay any rental sums, including without limitation such
additional rent as may be owing under any provision hereof, and to maintain the Premises as required by this Lease. Upon any breach
of the foregoing obligations by Tenant, Landlord may apply all or part of the Security Deposit as full or partial compensation.
If any portion of the Security Deposit is so applied, Tenant shall within 5 days after written demand by Landlord deposit cash
with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to
keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit.
In no event may Tenant utilize all or any portion of the Security Deposit as a payment toward any rental sum due under this Lease.
Any unapplied balance of the Security Deposit shall be returned to Tenant or, at Landlord’s option, to the last assignee
of Tenant’s interest in this Lease within 30 days following the termination of this Lease and Tenant's vacation of the Premises.
Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor laws now or
hereafter in effect. Notwithstanding the foregoing, provided Tenant has not been in Default hereunder, Landlord shall reduce the
Security Deposit, and credit such reduction against the Basic Rent due hereunder, in the amounts of $40,704.00 and $42,546.00 as
of the first day of the 25th and 37th Lease months, respectively.


 




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ARTICLE 5. USES


 


5.1. USE. Tenant
shall use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions and for no other use whatsoever.
Tenant shall not do or permit anything to be done in or about the Premises which will in any way interfere with the rights or quiet
enjoyment of other occupants of the Building or the Project, or use or allow the Premises to be used for any unlawful purpose,
nor shall Tenant permit any nuisance in the Premises or the Project. Tenant shall comply at its expense with all present and future
laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the Premises, and with all
energy usage reporting requirements of Landlord. Pursuant to California Civil Code § 1938, Landlord hereby states that
the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52(a)(3)).
Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: "A Certified
Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable
construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject
premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the
subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties
shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection,
and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises."
If Tenant requests to perform a CASp inspection of the Premises, Tenant shall, at its cost, retain a CASp approved by Landlord
(provided that Landlord may designate the CASp, at Landlord’s option) to perform the inspection of the Premises at a time
agreed upon by the parties. Tenant shall provide Landlord with a copy of any report or certificate issued by the CASp (the "CASp
Report") and Tenant shall, at its cost, promptly complete any modifications necessary to correct violations of construction
related accessibility standards identified in the CASp Report, notwithstanding anything to the contrary in this Lease. Tenant agrees
to keep the information in the CASp Report confidential except as necessary for the Tenant to complete such modifications.


 


5.2. SIGNS.
Landlord shall affix and maintain a sign (restricted solely to Tenant’s name as set forth herein or such other name as Landlord
may consent to in writing) adjacent to the entry door of the Premises, together with a directory strip listing Tenant's name as
set forth herein in the lobby directory of the Building. Tenant shall not place or allow to be placed any other sign, decoration
or advertising matter of any kind that is visible from the exterior of the Premises.


 


5.3 HAZARDOUS MATERIALS.
Tenant shall not generate, handle, store or dispose of hazardous or toxic materials (as such materials may be identified in
any federal, state or local law or regulation) in the Premises or Project without the prior written consent of Landlord. Tenant
acknowledges that it has read, understands and, if applicable, shall comply with the provisions of Exhibit H to this
Lease, if that Exhibit is attached.


 


ARTICLE 6. LANDLORD SERVICES


 


6.1. UTILITIES
AND SERVICES. Landlord and Tenant shall be responsible to furnish those utilities and services
to the Premises to the extent provided in Exhibit C, subject to the conditions
and payment obligations and standards set forth in this Lease. Landlord’s failure to furnish, or any interruption, diminishment
or termination of, services due to the application of laws, the failure of any equipment, the performance of repairs, improvements
or alterations, utility interruptions or the occurrence of an event of force majeure (defined in Section 20.8) shall not render
Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant
from the obligation to fulfill any covenant or agreement.


 


6.2. OPERATION AND
MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all Common Areas within the Building and the Project.
The term “Common Areas” shall mean all areas within the Building, Project and other buildings in the Project
which are not held for exclusive use by persons entitled to occupy space.


 


6.3. USE OF COMMON
AREAS. The occupancy by Tenant of the Premises shall include the use of the Common Areas in common with Landlord and with all
others for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to compliance with Rules and
Regulations described in Article 17 below. Landlord shall at all times during the Term have exclusive control of the Common
Areas, and may restrain or permit any use or occupancy. Landlord may temporarily close any portion of the Common Areas for repairs,
remodeling and/or alterations, to prevent a public dedication or the accrual of prescriptive rights, or for any other reasonable
purpose.


 


ARTICLE 7. REPAIRS AND MAINTENANCE


 


7.1. TENANT’S
MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Tenant at its sole expense shall make all repairs necessary to
keep the Premises and all improvements and fixtures therein in good condition and repair. Tenant’s maintenance obligation
shall include without limitation all appliances, interior glass, doors, door closures, hardware, fixtures, electrical, plumbing,
fire extinguisher equipment and other equipment installed in the Premises, together with any supplemental HVAC equipment servicing
only the Premises. Should Landlord or its management agent agree to make a repair on behalf of Tenant and at Tenant’s request,
Tenant shall promptly reimburse Landlord as additional rent for all reasonable costs incurred (including the standard supervision
fee) upon submission of an invoice.


 


7.2. LANDLORD’S
MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Landlord shall provide service, maintenance and repair with respect
to the heating, ventilating and air conditioning (“HVAC”) equipment of the Building (exclusive of any supplemental
HVAC equipment servicing only the Premises) and shall maintain in good repair the Common Areas, roof, foundations, footings, the
exterior surfaces of the exterior walls of the Building (including exterior glass), and the structural, electrical, mechanical
and plumbing systems of the Building (including elevators, if any, serving the Building), except to the extent provided in Section 7.1
above. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands
that it shall not make repairs at Landlord’s expense or by rental offset. Except as provided in Section 11.1 and Article 12
below, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s
business arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs
to the Premises, nor shall any related activity by Landlord constitute an actual or constructive eviction. Tenant hereby waives
any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California
Civil Code, or any similar or successor laws now or hereafter in effect.


 




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7.3. ALTERATIONS.
Tenant shall make no alterations, additions, decorations, or improvements (collectively referred to as “Alterations”)
to the Premises without the prior written consent of Landlord. Landlord may impose, as a condition to its consent, any requirements
that Landlord in its discretion may deem reasonable or desirable. Tenant shall use Landlord’s designated mechanical and electrical
contractors, obtain all required permits for the Alterations and shall perform the work in compliance with all applicable laws,
regulations and ordinances with contractors reasonably acceptable to Landlord. Landlord shall be entitled to a supervision fee
in the amount of 5% of the cost of the Alterations. Landlord may elect to cause its architect to review Tenant’s architectural
plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented
to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings
and CAD disks compatible with Landlord’s systems. Unless Landlord otherwise agrees in writing, all Alterations affixed to
the Premises, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise
provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of Landlord. Such
Alterations shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant given
at least 30 days prior to the Expiration Date, require Tenant to remove by the Expiration Date, or sooner termination date of this
Lease, all or any Alterations (including without limitation all telephone and data cabling) installed either by Tenant or by Landlord
at Tenant’s request (collectively, the “Required Removables”). In connection with its removal of Required
Removables, Tenant shall repair any damage to the Premises arising from that removal and shall restore the affected area to its
pre-existing condition, reasonable wear and tear excepted.


 


7.4. MECHANIC’S
LIENS. Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations
incurred by or for Tenant. In the event that Tenant shall not, within 15 days following the imposition of any lien, cause the lien
to be released of record by payment or posting of a proper bond in accordance with California Civil Code Section 8424 or any successor
statute, Landlord shall have, in addition to all other available remedies, the right to cause the lien to be released by any means
it deems proper, including payment of or defense against the claim giving rise to the lien. All expenses so incurred by Landlord
shall be reimbursed by Tenant promptly following Landlord’s demand. Tenant shall give Landlord no less than 20 days’
prior notice in writing before commencing construction of any kind on the Premises.


 


7.5. ENTRY AND INSPECTION.
Landlord shall at all reasonable times and with reasonable prior verbal notice, except in emergencies or to provide Building services,
have the right to enter the Premises to inspect them, to supply services in accordance with this Lease, to make repairs and renovations
as reasonably deemed necessary by Landlord, and to submit the Premises to prospective or actual purchasers or encumbrance holders
(or, during the final twelve months of the Term or when an uncured Default exists, to prospective tenants), all without being deemed
to have caused an eviction of Tenant and without abatement of rent except as provided elsewhere in this Lease.


 


ARTICLE 8. SPACE PLANNING AND SUBSTITUTION


 


Landlord shall have
the right, upon providing not less than 60 days written notice, to move Tenant to other space of comparable size in the Building
or in the Project. The new space shall be provided with an ocean view, improvements of comparable quality to those within the Premises
and shall contain similar finishes as the Premises, approximately the same rentable square footage as the Premises and approximately
the same number of work stations, offices, breakrooms and reception areas as are contained in the Premises as of the date Tenant
receives Landlord’s notice of relocation. The total monthly Basic Rent for the new space shall in no event exceed the total
monthly Basic Rent for the Premises prior to the relocation and Tenant’s Share for the new space shall in no event exceed
Tenant’s Share for the Premises prior to the relocation. Landlord shall pay the reasonable out-of-pocket costs to relocate
and reconnect Tenant’s personal property and equipment within the new space. Landlord shall also reimburse Tenant for such
other reasonable out-of-pocket costs that Tenant may incur in connection with the relocation. Within 10 days following request
by Landlord, Tenant shall execute an amendment to this Lease prepared by Landlord to memorialize the relocation. Notwithstanding
the foregoing, if Landlord provides Tenant with a notice of relocation and Tenant, in its reasonable judgment, determines that
the new space is not of reasonably comparable size and utility when compared to the Premises, Tenant shall have the right to terminate
this Lease by giving written notice of termination to Landlord within 10 days after the date of Landlord's notice of relocation
to Tenant. Tenant’s notice of termination shall set forth the reasons why Tenant believes the new space is not comparable
to the Premises. Such termination shall be effective 60 days after the date of Landlord's notice of relocation, provided that Landlord,
within 10 days after receipt of Tenant's notice of termination, shall have the right to withdraw its notice of relocation. In such
event, this Lease shall continue in full force and effect as if Landlord had never provided Tenant with a notice of relocation.


 


ARTICLE 9. ASSIGNMENT AND SUBLETTING


 


9.1. RIGHTS OF
PARTIES. Tenant shall not, directly or indirectly, assign, sublease, transfer or encumber any
interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”)
without the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord does not exercise its
recapture rights. Tenant agrees that it is not unreasonable for Landlord to withhold consent to a Transfer to a proposed assignee
or subtenant who is an existing tenant or occupant of the Building or Project or to a prospective tenant with whom Landlord or
Landlord's affiliate has been actively negotiating. Within 30 days after receipt of executed copies of the transfer documentation
and such other information as Landlord may request, Landlord shall either: (a) consent to the Transfer by execution of a consent
agreement in a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion
of the Premises that Tenant is proposing to Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California
Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation,
any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on
behalf of the proposed transferee. In no event shall any Transfer release or relieve Tenant from any obligation under this Lease,
as same may be amended. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any requested Transfer.
Tenant shall pay Landlord, as additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a Transfer
that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. If Tenant is
in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a
credit against Rent in the amount of Tenant’s share of payments received by Landlord.


 


9.2. PERMITTED
TRANSFER. Notwithstanding the foregoing, Tenant may assign this Lease to a successor to Tenant by merger, consolidation or
the purchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or a portion of the Premises to
an Affiliate (defined below), without the consent of Landlord, provided that all of the following conditions are satisfied (a “Permitted
Transfer”): (i) Tenant is not then in Default hereunder; (ii) Tenant gives Landlord written notice prior to
such Permitted Transfer; and (iii) the successor entity resulting from any merger or consolidation of Tenant or the sale of
all or substantially all of the assets of Tenant, has a net worth at the time of the Permitted Transfer that is at least equal
to the net worth of Tenant immediately before the Permitted Transfer. “Affiliate” shall mean an entity controlled
by, controlling or under common control with Tenant.


 




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ARTICLE 10. INSURANCE AND INDEMNITY


 


10.1. TENANT’S
INSURANCE. Tenant, at its sole cost and expense, shall provide and maintain in effect the insurance described in Exhibit D.
Evidence of that insurance must be delivered to Landlord prior to the Commencement Date.


 


10.2. TENANT’S
INDEMNITY. To the fullest extent permitted by law, but subject to Section 10.4 below, Tenant shall defend, indemnify and
hold harmless Landlord and Landlord’s agents, employees, lenders, and affiliates, from and against any and all negligence,
claims, liabilities, damages, costs or expenses arising either before or after the Commencement Date which arise from or are caused
by Tenant’s use or occupancy of the Premises, the Building or the Common Areas of the Project, or from the conduct of Tenant’s
business, or from any activity, work, or thing done, permitted or suffered by Tenant or Tenant’s agents, employees, subtenants,
vendors, contractors, invitees or licensees in or about the Premises, the Building or the Common Areas of the Project, or from
any Default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act, omission
or negligence on the part of Tenant or Tenant’s agents, employees, subtenants, vendors, contractors, invitees or licensees.
Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section 10.2
through counsel reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall not be obligated to indemnify
Landlord against any liability or expense to the extent it is ultimately determined that the same was caused by the sole negligence
or willful misconduct of Landlord, its agents, contractors or employees.


 


10.3. LANDLORD’S
NONLIABILITY. Unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors but
subject to Section 10.4 below, Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby
waives all claims against Landlord, its employees and agents for loss of or damage to any property, or any injury to any person,
resulting from any condition including, but not limited to, acts or omissions (criminal or otherwise) of third parties and/or other
tenants of the Project, or their agents, employees or invitees, fire, explosion, falling plaster, steam, gas, electricity, water
or rain which may leak or flow from or into any part of the Premises or from the breakage, leakage, obstruction or other defects
of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works or other fixtures in the Building, whether
the damage or injury results from conditions arising in the Premises or in other portions of the Building. Notwithstanding anything
to the contrary contained in this Lease, in no event shall Landlord be liable for Tenant’s loss or interruption of business
or income (including without limitation, Tenant’s consequential damages, lost profits or opportunity costs), or for interference
with light or other similar intangible interests.


 


10.4. WAIVER OF
SUBROGATION. Landlord and Tenant each hereby waives all rights of recovery against the other on account of loss and damage
occasioned to the property of such waiving party to the extent that the waiving party is entitled to proceeds for such loss and
damage under any property insurance policies carried or otherwise required to be carried by this Lease; provided however, that
the foregoing waiver shall not apply to the extent of Tenant’s obligation to pay deductibles under any such policies and
this Lease.


 


ARTICLE 11. DAMAGE OR DESTRUCTION


 


11.1. RESTORATION.


 


(a)       If
the Building of which the Premises are a part is damaged as the result of an event of casualty, then subject to the provisions
below, Landlord shall repair that damage as soon as reasonably possible unless Landlord reasonably determines that: (i) the
Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (ii) any
Mortgagee (defined in Section 13.1) requires that the insurance proceeds be applied to the payment of the mortgage debt; or
(iii) proceeds necessary to pay the full cost of the repair are not available from Landlord’s insurance, including without
limitation earthquake insurance. Should Landlord elect not to repair the damage for one of the preceding reasons, Landlord shall
so notify Tenant in the “Casualty Notice” (as defined below), and this Lease shall terminate as of the date of delivery
of that notice.


 


(b)       As
soon as reasonably practicable following the casualty event but not later than 60 days thereafter, Landlord shall notify Tenant
in writing (“Casualty Notice”) of Landlord’s election, if applicable, to terminate this Lease. If this
Lease is not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the
anticipated repair period exceeds 270 days and if the damage is so extensive as to reasonably prevent Tenant’s substantial
use and enjoyment of the Premises, then either party may elect to terminate this Lease by written notice to the other within 10
days following delivery of the Casualty Notice.


 


(c)       In
the event that neither Landlord nor Tenant terminates this Lease pursuant to Section 11.1(b), Landlord shall repair all material
damage to the Premises or the Building as soon as reasonably possible and this Lease shall continue in effect for the remainder
of the Term. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord)
all property insurance proceeds payable to Tenant under Tenant's insurance with respect to any Alterations. Within 15 days of demand,
Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such
Alterations.


 


(d)       From
and after the casualty event, the rental to be paid under this Lease shall be abated in the same proportion that the Floor Area
of the Premises that is rendered unusable by the damage from time to time bears to the total Floor Area of the Premises.


 


(e)       Notwithstanding
the provisions of subsections (a), (b) and (c) of this Section 11.1, but subject to Section 10.4, the cost of any
repairs shall be borne by Tenant, and Tenant shall not be entitled to rental abatement or termination rights, if the damage is
due to the fault or neglect of Tenant or its employees, subtenants, contractors, invitees or representatives.


 




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11.2. LEASE GOVERNS.
Tenant agrees that the provisions of this Lease, including without limitation Section 11.1, shall govern any damage or destruction
and shall accordingly supersede any contrary statute or rule of law.


 


ARTICLE 12. EMINENT DOMAIN


 


Either party may terminate
this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent
domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this
Lease if there is a Taking of any portion of the Building or Project which would have a material adverse effect on Landlord’s
ability to profitably operate the remainder of the Building. The termination shall be effective as of the effective date of any
order granting possession to, or vesting legal title in, the condemning authority. All compensation awarded for a Taking shall
be the property of Landlord. Tenant agrees that the provisions of this Lease shall govern any Taking and shall accordingly supersede
any contrary statute or rule of law.


 


ARTICLE 13. SUBORDINATION; ESTOPPEL CERTIFICATE


 


13.1. SUBORDINATION.
Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or
subsequently arising upon the Premises, the Building or the Project, and to renewals, modifications, refinancings and extensions
thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred
to as a “Mortgagee.” This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute
a commercially reasonable subordination and attornment agreement in favor of the Mortgagee, provided such agreement provides a
non-disturbance covenant benefitting Tenant. Alternatively, a Mortgagee shall have the right at any time to subordinate its Mortgage
to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease in
the event of a foreclosure of any mortgage. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under
a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any
offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not
actually recovered by such purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title
occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations.
Tenant acknowledges that Landlord’s Mortgagees and their successors-in-interest are intended third party beneficiaries of
this Section 13.1.


 


13.2. ESTOPPEL
CERTIFICATE. Tenant shall, within 10 days after receipt of a written request from Landlord, execute and deliver a commercially
reasonable estoppel certificate in favor of those parties as are reasonably requested by Landlord (including a Mortgagee or a prospective
purchaser of the Building or the Project).


 


ARTICLE 14. DEFAULTS AND REMEDIES


 


14.1. TENANT’S
DEFAULTS. In addition to any other event of default set forth in this Lease, the occurrence of any one or more of the following
events shall constitute a “Default” by Tenant:


 


(a)       The
failure by Tenant to make any payment of Rent required to be made by Tenant, as and when due, where the failure continues for a
period of 5 business days after written notice from Landlord to Tenant. The term “Rent” as used in this Lease
shall be deemed to mean the Basic Rent and all other sums required to be paid by Tenant to Landlord pursuant to the terms of this
Lease.


 


(b)       Except
where a specific time period is otherwise set forth for Tenant’s performance in this Lease (in which event the failure to
perform by Tenant within such time period shall be a Default), the failure or inability by Tenant to observe or perform any of
the covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in any other subsection
of this Section 14.1, where the failure continues for a period of 30 days after written notice from Landlord to Tenant.


 


The notice periods
provided herein are in lieu of, and not in addition to, any notice periods provided by law, and Landlord shall not be required
to give any additional notice under California Code of Civil Procedure Section 1161, or any successor statute, in order to be entitled
to commence an unlawful detainer proceeding.


 


14.2. LANDLORD’S
REMEDIES.


 


(a)       Upon
the occurrence of any Default by Tenant, then in addition to any other remedies available to Landlord, Landlord may exercise the
following remedies:


 


(i)       Landlord
may terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate
and Tenant shall immediately surrender possession of the Premises to Landlord. Such termination shall not affect any accrued obligations
of Tenant under this Lease. Upon termination, Landlord shall have the right to reenter the Premises and remove all persons and
property. Landlord shall also be entitled to recover from Tenant:


 


(1)       The
worth at the time of award of the unpaid Rent which had been earned at the time of termination;


 


(2)       The
worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time
of award exceeds the amount of such loss that Tenant proves could have been reasonably avoided;


 


(3)       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 loss that Tenant proves could be reasonably avoided;


 


(4)       Any
other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its
obligations under this Lease or which in the ordinary course of things would be likely to result from Tenant’s default, including,
but not limited to, the cost of recovering possession of the Premises, commissions and other expenses of reletting, including necessary
repair, renovation, improvement and alteration of the Premises for a new tenant, reasonable attorneys’ fees, and any other
reasonable costs; and


 




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(5)       At
Landlord’s election, all other amounts in addition to or in lieu of the foregoing as may be permitted by law. Any sum, other
than Basic Rent, shall be computed on the basis of the average monthly amount accruing during the 24 month period immediately prior
to Default, except that if it becomes necessary to compute such rental before the 24 month period has occurred, then the computation
shall be on the basis of the average monthly amount during the shorter period. As used in subparagraphs (1) and (2) above, the
“worth at the time of award” shall be computed by allowing interest at the rate of 10% per annum. As used in subparagraph
(3) above, the “worth at the time of award” shall be computed by discounting the amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus 1%.


 


(ii)       Employ
the remedy described in California Civil Code § 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations).


 


(b)       The
various rights and remedies reserved to Landlord in this Lease or otherwise shall be cumulative and, except as otherwise provided
by California law, Landlord may pursue any or all of its rights and remedies at the same time. No delay or omission of Landlord
to exercise any right or remedy shall be construed as a waiver of the right or remedy or of any breach or Default by Tenant. The
acceptance by Landlord of rent shall not be a (i) waiver of any preceding breach or Default by Tenant of any provision of
this Lease, other than the failure of Tenant to pay the particular rent accepted, regardless of Landlord’s knowledge of the
preceding breach or Default at the time of acceptance of rent, or (ii) a waiver of Landlord’s right to exercise any
remedy available to Landlord by virtue of the breach or Default. No payment by Tenant or receipt by Landlord of a lesser amount
than the rent required by this Lease shall be deemed to be other than a partial payment on account of the earliest due stipulated
rent, nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction and Landlord shall accept
the check or payment without prejudice to Landlord’s right to recover the balance of the rent or pursue any other remedy
available to it. Tenant hereby waives any right of redemption or relief from forfeiture under California Code of Civil Procedure
Section 1174 or 1179, or under any successor statute, in the event this Lease is terminated by reason of any Default by Tenant.
No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the
Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Landlord.


 


14.3. LATE PAYMENTS.
Any Rent due under this Lease that is not paid to Landlord within 5 days of the date when due shall bear interest at the maximum
rate permitted by law from the date due until fully paid and if any Rent due from Tenant shall not be received by Landlord or Landlord’s
designee within 5 days after the date due, then Tenant shall pay to Landlord, in addition to the interest, a late charge for each
delinquent payment equal to the greater of (i) 5% of that delinquent payment or (ii) $100.00.


 


14.4. DEFAULT BY
LANDLORD. Landlord shall not be deemed to be in default in the performance of any obligation under this Lease unless and until
it has failed to perform the obligation within 30 days after written notice by Tenant to Landlord specifying in reasonable detail
the nature and extent of the failure; provided, however, that if the nature of Landlord’s obligation is such that more than
30 days are required for its performance, then Landlord shall not be deemed to be in default if it commences performance within
the 30 day period and thereafter diligently pursues the cure to completion.


 


14.5. EXPENSES
AND LEGAL FEES. Should either Landlord or Tenant bring any action in connection with this Lease, the prevailing party shall
be entitled to recover as a part of the action its reasonable attorneys’ fees, and all other reasonable costs. The prevailing
party for the purpose of this paragraph shall be determined by the trier of the facts.


 


14.6. WAIVER OF
JURY TRIAL/JUDICIAL REFERENCE.


 


(a)       LANDLORD
AND TENANT EACH ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHT TO TRIAL
BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR
SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S
USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.


 


(b)       In
the event that the jury waiver provisions of Section 14.6(a) are not enforceable under California law, then, unless otherwise
agreed to by the parties, the provisions of this Section 14.6(b) shall apply. Landlord and Tenant agree that any disputes
arising in connection with this Lease (including but not limited to a determination of any and all of the issues in such dispute,
whether of fact or of law) shall be resolved (and a decision shall be rendered) by way of a general reference as provided for in
Part 2, Title 8, Chapter 6 (§§ 638 et. seq.) of the California Code of Civil Procedure, or any successor California statute
governing resolution of disputes by a court appointed referee. Nothing within this Section 14.6 shall apply to an unlawful detainer
action.


 


14.7. SATISFACTION
OF JUDGMENT. The obligations of Landlord do not constitute the personal obligations of the individual partners, trustees, directors,
officers, members or shareholders of Landlord or its constituent partners or members. Should Tenant recover a money judgment against
Landlord, such judgment shall be satisfied only from the interest of Landlord in the Project and out of the rent or other income
from such property receivable by Landlord, and no action for any deficiency may be sought or obtained by Tenant.


 




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ARTICLE 15. END OF TERM


 


15.1. HOLDING OVER.
If Tenant holds over for any period after the Expiration Date (or earlier termination of the Term), such tenancy shall constitute
a tenancy at sufferance only and possession shall be subject to all of the terms of this Lease, except that the monthly rental
shall be 150% of the total monthly rental for the month immediately preceding the date of termination. The acceptance by Landlord
of monthly hold-over rental in a lesser amount shall not constitute a waiver of Landlord's right to recover the full amount due
unless otherwise agreed in writing by Landlord. If Tenant fails to surrender the Premises upon the expiration of this Lease despite
demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or liability, including without limitation,
any claims made by any succeeding tenant relating to such failure to surrender. The foregoing provisions of this Section 15.1
are in addition to and do not affect Landlord’s right of re-entry or any other rights of Landlord under this Lease or at
law.


 


15.2. SURRENDER
OF PREMISES; REMOVAL OF PROPERTY. Upon the Expiration Date or upon any earlier termination of this Lease, Tenant shall quit
and surrender possession of the Premises to Landlord in as good order, condition and repair as when received or as hereafter may
be improved by Landlord or Tenant, reasonable wear and tear and repairs which are Landlord’s obligation excepted, and shall
remove or fund to Landlord the cost of removing all wallpapering, voice and/or data transmission cabling installed by or for Tenant
and Required Removables, together with all personal property and debris, and shall perform all work required under Section 7.3
of this Lease. If Tenant shall fail to comply with the provisions of this Section 15.2, Landlord may effect the removal and/or
make any repairs, and the cost to Landlord shall be additional rent payable by Tenant upon demand.


 


ARTICLE 16. PAYMENTS AND NOTICES


 


All sums payable by
Tenant to Landlord shall be paid, without deduction or offset, in lawful money of the United States to Landlord at its address
set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this
Lease expressly provides otherwise, all payments shall be due and payable within 30 days after demand. All payments requiring proration
shall be prorated on the basis of the number of days in the pertinent calendar month or year, as applicable. Any notice, election,
demand, consent or approval to be given or other document to be delivered by either party to the other may be delivered to the
other party, at the address set forth in Item 12 of the Basic Lease Provisions, by personal service or by any courier or “overnight”
express mailing service. Either party may, by written notice to the other, served in the manner provided in this Article, designate
a different address. The refusal to accept delivery of a notice, or the inability to deliver the notice (whether due to a change
of address for which notice was not duly given or other good reason), shall be deemed delivery and receipt of the notice as of
the date of attempted delivery.


 


ARTICLE 17. RULES AND REGULATIONS


 


Tenant agrees to comply
with the Rules and Regulations attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications
and/or additions as may be adopted by Landlord from time to time.


 


ARTICLE 18. BROKER’S COMMISSION


 


The parties recognize
as the broker(s) who negotiated this Lease the firm(s) whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions,
and agree that Landlord shall be responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided
in this Lease. Tenant agrees to indemnify and hold Landlord harmless from any cost, expense or liability (including reasonable
attorneys’ fees) for any compensation, commissions or charges claimed by any other real estate broker or agent employed or
claiming to represent or to have been employed by Tenant in connection with the negotiation of this Lease.


 


ARTICLE 19. TRANSFER OF LANDLORD’S
INTEREST


 


Landlord shall have
the right to transfer and assign, in whole or in part, all of its ownership interest, rights and obligations in the Building, Project
or Lease, including the Security Deposit, and upon transfer Landlord shall be released from any further obligations hereunder,
and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations and the return
of any Security Deposit.


 


ARTICLE 20. INTERPRETATION


 


20.1. NUMBER.
Whenever the context of this Lease requires, the words “Landlord” and “Tenant” shall include the plural
as well as the singular.


 


20.2. JOINT AND
SEVERAL LIABILITY. If more than one person or entity is named as Tenant, the obligations imposed upon each shall be joint and
several and the act of or notice from, or notice or refund to, or the signature of, any one or more of them shall be binding on
all of them with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, termination or modification
of this Lease.


 


20.3. SUCCESSORS.
The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations
which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.


 


20.4. TIME OF ESSENCE.
Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.


 


20.5. CONTROLLING
LAW/VENUE. This Lease shall be governed by and interpreted in accordance with the laws of the State of California.


 


20.6. SEVERABILITY.
If any term or provision of this Lease, the deletion of which would not adversely affect the receipt of any material benefit by
either party or the deletion of which is consented to by the party adversely affected, shall be held invalid or unenforceable to
any extent, the remainder of this Lease shall not be affected and each term and provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.


 


20.7. WAIVER.
One or more waivers by Landlord or Tenant of any breach of any term, covenant or condition contained in this Lease shall not be
a waiver of any subsequent breach of the same or any other term, covenant or condition. Consent to any act by one of the parties
shall not be deemed to render unnecessary the obtaining of that party’s consent to any subsequent act. No breach of this
Lease shall be deemed to have been waived unless the waiver is in a writing signed by the waiving party.


 




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20.8. INABILITY
TO PERFORM. In the event that either party shall be delayed or hindered in or prevented from the performance of any work or
in performing any act required under this Lease by reason of any cause beyond the reasonable control of that party, then the performance
of the work or the doing of the act shall be excused for the period of the delay and the time for performance shall be extended
for a period equivalent to the period of the delay. The provisions of this Section 20.8 shall not operate to excuse Tenant
from the prompt payment of Rent.


 


20.9. ENTIRE AGREEMENT.
This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related
to the Premises. This Lease may be modified only by a written agreement signed by Landlord and Tenant.


 


20.10. QUIET ENJOYMENT.
Upon the observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and performed,
and subject to the other provisions of this Lease, Tenant shall have the right of quiet enjoyment and use of the Premises for the
Term without hindrance or interruption by Landlord or any other person claiming by or through Landlord.


 


20.11. SURVIVAL.
All covenants of Landlord or Tenant which reasonably would be intended to survive the expiration or sooner termination of this
Lease, including without limitation any warranty or indemnity hereunder, shall so survive and continue to be binding upon and inure
to the benefit of the respective parties and their successors and assigns.


 


ARTICLE 21. EXECUTION 


 


21.1. COUNTERPARTS;
DIGITAL SIGNATURES.  This Lease may be executed in one or more counterparts, each of which shall constitute an original
and all of which shall be one and the same agreement. The parties agree to accept a digital image (including but not limited to
an image in the form of a PDF, JPEG, GIF file, or other e-signature) of this Lease, if applicable, reflecting the execution
of one or both of the parties, as a true and correct original.


 


21.2. CORPORATE
AND PARTNERSHIP AUTHORITY. Tenant represents and warrants to Landlord, and agrees, that each individual executing this Lease
on behalf of Tenant is authorized to do so on behalf of Tenant.


 


21.3. EXECUTION
OF LEASE; NO OPTION OR OFFER. The submission of this Lease to Tenant shall be for examination purposes only, and shall not
constitute an offer to or option for Tenant to lease the Premises unless and until Landlord has executed and delivered this Lease
to Tenant.


 


21.4. BROKER DISCLOSURE.
By the execution of this Lease, each of Landlord and Tenant hereby acknowledge and confirm (a) receipt of a copy of a Disclosure
Regarding Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16, and (b) the agency relationships
specified in Section 10 of the Basic Lease Provisions, which acknowledgement and confirmation is expressly made for the benefit
of Tenant’s Broker identified in Section 10 of the Basic Lease Provisions.  If there is no Tenant’s Broker so
identified in Section 10 of the Basic Lease Provisions, then such acknowledgement and confirmation is expressly made for the benefit
of Landlord’s Broker.  By the execution of this Lease, Landlord and Tenant are executing the confirmation of the agency
relationships set forth in Section 10 of the Basic Lease Provisions.


 


ARTICLE 22. MISCELLANEOUS


 


22.1. MORTGAGEE
PROTECTION. No act or failure to act on the part of Landlord which would otherwise entitle Tenant to be relieved of its obligations
hereunder or to terminate this Lease shall result in such a release or termination unless (a) Tenant has given notice by registered
or certified mail to any Mortgagee of a Mortgage covering the Building whose address has been furnished to Tenant and (b) such
Mortgagee is afforded a reasonable opportunity to cure the default by Landlord. Tenant shall comply with any written directions
by any Mortgagee to pay Rent due hereunder directly to such Mortgagee without determining whether a default exists under such Mortgagee’s
Mortgage.


 






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22.2. SDN LIST.
Tenant hereby represents and warrants that neither Tenant nor any officer, director, employee, partner, member or other principal
of Tenant (collectively, "Tenant Parties") is listed as a Specially Designated National and Blocked Person ("SDN")
on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control (OFAC). In the event Tenant
or any Tenant Party is or becomes listed as an SDN, Tenant shall be deemed in breach of this Lease and Landlord shall have the
right to terminate this Lease immediately upon written notice to Tenant.


 








	LANDLORD:	TENANT:
	 	 
	THE IRVINE COMPANY LLC,	CONVERSIONPOINT TECHNOLOGIES INC.,
	a Delaware limited liability company	a Delaware corporation
	 	 
	By:	/s/ Steven M. Case	By:	/s/ Raghunath Kilambi
	Steven M. Case	Printed Name: Raghunath Kilambi
	Executive Vice President	Title: CFO
	Office Properties	
	 	 
	By:	/s/ Christopher J. Popma	By:	/s/ Robert Tallacok
	Regional Vice President, Operations	Printed Name: Robert Tallack
	Office Properties	Title: CEO










 












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    	1



     


    

 


EXHIBIT B


 


Operating Expenses and Taxes


(Base Year)


 


(a)       Commencing
12 months following the Commencement Date, Tenant shall pay Landlord, as additional rent, for Tenant’s Share of the amount,
if any, by which “Project Costs” (defined below) for each Expense Recovery Period during the Term exceed Project
Costs for the Project Cost Base and the amount, if any, by which “Property Taxes” (defined below) for each Expense
Recovery Period during the Term exceed Property Taxes for the Property Tax Base. Property Taxes and Project Costs are mutually
exclusive and may be billed separately or in combination as determined by Landlord. “Tenant’s Share” shall
mean that portion of any Operating Expenses determined by multiplying the cost of such item by a fraction, the numerator of which
is the Floor Area and the denominator of which is the total rentable square footage, as determined from time to time by Landlord,
of (i) the Floor Area of the Building as defined in Item 8 of the Basic Lease Provisions, for expenses determined by Landlord
to benefit or relate substantially to the Building rather than the entire Project, or (ii) all or some of the buildings in
the Project, for expenses determined by Landlord to benefit or relate substantially to all or some of the buildings in the Project
rather than any specific building. Tenant acknowledges Landlord’s rights to make changes or additions to the Building and/or
Project from time to time, in which event the total rentable square footage within the Building and/or Project may be adjusted.
For convenience of reference, Property Taxes and Project Costs may sometimes be collectively referred to as “Operating
Expenses.”


 


(b)       Commencing
prior to the start of the first full “Expense Recovery Period” of the Lease (as defined in Item 7 of the
Basic Lease Provisions) following the Base Year, and prior to the start of each full or partial Expense Recovery Period thereafter,
Landlord shall give Tenant a written estimate of the amount of Tenant’s Share of Project Costs and Property Taxes for the
Expense Recovery Period or portion thereof. Commencing 12 months following the Commencement Date, Tenant shall pay the estimated
amounts to Landlord in equal monthly installments, in advance, with Basic Rent. Landlord may from time to time change the Expense
Recovery Period to reflect a calendar year or a new fiscal year of Landlord, as applicable, in which event Tenant’s share
of Operating Expenses shall be equitably prorated for any partial year. From time to time during an Expense Recovery Period, Landlord
may revise the estimate based on increases in any of the Operating Expenses.


 


(c)       Within
180 days after the end of each Expense Recovery Period, Landlord shall furnish to Tenant a statement setting forth the actual or
prorated Property Taxes and Project Costs attributable to that period, and the parties shall within 30 days thereafter make any
payment or allowance necessary to adjust Tenant’s estimated payments, if any, to Tenant’s actual Tenant’s Share
as shown by the annual statement. If actual Property Taxes or Project Costs allocable to Tenant during any Expense Recovery Period
are less than the Property Tax Base or the Project Cost Base, respectively, Landlord shall not be required to pay that differential
to Tenant, although Landlord shall refund any applicable estimated payments collected from Tenant. Should Tenant fail to object
in writing to Landlord’s determination of actual Operating Expenses within 60 days following delivery of Landlord’s
expense statement, Landlord’s determination of actual Operating Expenses for the applicable Expense Recovery Period shall
be conclusive and binding on Tenant.


 


(d)       Even
though the Lease has terminated and the Tenant has vacated the Premises, when the final determination is made of Tenant’s
share of Property Taxes and Project Costs for the Expense Recovery Period in which the Lease terminates, Tenant shall upon notice
pay the entire increase due over the estimated expenses paid; conversely, any overpayment made in the event expenses decrease shall
be rebated by Landlord to Tenant.


 


(e)       The
term “Project Costs” shall include all charges and expenses pertaining to the operation, management, maintenance
and repair of the Building and the Project, together with all appurtenant Common Areas (as defined in Section 6.2), and shall
include the following charges by way of illustration but not limitation: water and sewer charges; insurance premiums and deductibles
and/or reasonable premium equivalents and deductible equivalents should Landlord elect to self-insure any risk that Landlord is
authorized to insure hereunder; license, permit, and inspection fees; heat; light; power; janitorial services; the cost of equipping,
staffing and operating an on-site and/or off-site management office for the Building and Project; all labor and labor-related costs
for personnel applicable to the Building and Project, including both Landlord's personnel and outside personnel; a commercially
reasonable Landlord overhead/management fee; reasonable fees for consulting services; access control/security costs, inclusive
of the reasonable cost of improvements made to enhance access control systems and procedures; repairs; air conditioning; supplies;
materials; equipment; tools; tenant services; programs instituted to comply with transportation management requirements; any expense
incurred pursuant to Sections 6.1, 6.2, 7.2, and Exhibits C and F below; costs incurred (capital or otherwise)
on a regular recurring basis every 3 or more years for normal maintenance projects (e.g., parking lot slurry coat or replacement
of lobby, corridor and elevator cab carpets and coverings); and the amortized cost of capital improvements (as distinguished from
replacement parts or components installed in the ordinary course of business) which are intended to reduce other operating costs
or increases thereof, or upgrade Building and/or Project security, or which are required to bring the Building and/or Project into
compliance with applicable laws and building codes. Landlord shall amortize the cost of capital improvements on a straight-line
basis over the lesser of the Payback Period (as defined below) or the useful life of the capital improvement as reasonably determined
by Landlord. Any amortized Project Costs item may include, at Landlord's option, an actual or imputed interest rate that Landlord
would reasonably be required to pay to finance the cost of the item, applied on the unamortized balance. "Payback Period"
shall mean the reasonably estimated period of time that it takes for the cost savings, if any, resulting from a capital improvement
item to equal the total cost of the capital improvement. It is understood that Project Costs shall include competitive charges
for direct services provided by any subsidiary or division of Landlord. If any Project Costs are applicable to one or more buildings
or properties in addition to the Building, then that cost shall be equitably prorated and apportioned among the Building and such
other buildings or properties. The term “Property Taxes” as used herein shall include the following: (i) all
real estate taxes or personal property taxes, as such property taxes may be increased from time to time due to a reassessment or
otherwise; and (ii) other taxes, charges and assessments which are levied with respect to this Lease or to the Building and/or
the Project, and any improvements, fixtures and equipment and other property of Landlord located in the Building and/or the Project,
except that general net income and franchise taxes imposed against Landlord shall be excluded; and (iii) any tax, surcharge
or assessment which shall be levied in addition to or in lieu of real estate or personal property taxes; and (iv) costs and
expenses incurred in contesting the amount or validity of any Property Tax by appropriate proceedings. A copy of Landlord’s
unaudited statement of expenses shall be made available to Tenant upon request. The Project Costs, inclusive of those for the Base
Year, shall be extrapolated by Landlord to reflect at least 95% occupancy of the rentable area of the Building.


 




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EXHIBIT C


 


UTILITIES AND SERVICES


 


The following standards
for utilities and services shall be in effect at the Building. Landlord reserves the right to adopt nondiscriminatory modifications
and additions to these standards. In the case of any conflict between these standards and the Lease, the Lease shall be controlling.
Subject to all of the provisions of the Lease, the following shall apply:


 


1. Landlord shall make
available to the Premises during the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, and upon request by Tenant, from
8:00 a.m. to 1:00 p.m. on Saturday ("Building Hours"), generally recognized national holidays excepted, reasonable
HVAC services. Subject to the provisions set forth below, Landlord shall also furnish the Building with elevator service (if applicable),
reasonable amounts of electric current for normal lighting by Landlord’s standard overhead fluorescent and incandescent fixtures
and for the operation of office equipment consistent in type and quantity with that utilized by typical office tenants of the Building
and Project, and water for lavatory purposes. Tenant will not, without the prior written consent of Landlord, connect any apparatus,
machine or device with water pipes or electric current (except through existing electrical outlets in the Premises) for the purpose
of using electric current or water.


 


2. Upon written request
from Tenant delivered to Landlord at least 24 hours prior to the period for which service is requested, but during normal business
hours, Landlord will provide any of the foregoing building services to Tenant at such times when such services are not otherwise
available. Tenant agrees to pay Landlord for those after-hour services at rates that Landlord may establish from time to time.
If Tenant requires electric current in excess of that which Landlord is obligated to furnish under this Exhibit C,
Tenant shall first obtain the consent of Landlord, and Landlord may cause an electric current meter to be installed in the Premises
to measure the amount of electric current consumed. The cost of installation, maintenance and repair of the meter shall be paid
for by Tenant, and Tenant shall reimburse Landlord promptly upon demand for all electric current consumed for any special power
use as shown by the meter.


 


3. Landlord shall furnish
water for drinking, personal hygiene and lavatory purposes only.


 


4. In the event that
any utility service to the Premises is separately metered or billed to Tenant, Tenant shall pay all charges for that utility service
to the Premises and the cost of furnishing the utility to tenant suites shall be excluded from the Operating Expenses as to which
reimbursement from Tenant is required in the Lease.


 


5. Landlord shall provide
janitorial services 5 days per week, equivalent to that furnished in comparable buildings, and window washing as reasonably required;
provided, however, that Tenant shall pay for any additional or unusual janitorial services.


 


6. Tenant shall have
access to the Building 24 hours per day, 7 days per week, 52 weeks per year; provided that Landlord may install access control
systems as it deems advisable for the Building. Landlord may impose a reasonable charge for access control cards and/or keys issued
to Tenant.


 


7. The costs of operating,
maintaining and repairing any supplemental air conditioning unit serving only the Premises shall be borne solely by Tenant. Such
installation shall be subject to Landlord’s prior written approval, at Tenant's sole expense and shall include installation
of a separate meter for the operation of the unit. Landlord may require Tenant to remove at Lease expiration any such unit installed
by or for Tenant and to repair any resulting damage to the Premises or Building.


 




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EXHIBIT D


 


TENANT’S INSURANCE


 


The following requirements
for Tenant’s insurance shall be in effect during the Term, and Tenant shall also cause any subtenant to comply with the requirements.
Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions to these requirements.


 


1. Tenant shall maintain,
at its sole cost and expense, during the entire Term: (i) commercial general liability insurance with respect to the Premises
and the operations of Tenant in, on or about the Premises, on a policy form that is at least as broad as Insurance Service Office
(ISO) CGL 00 01 (if alcoholic beverages are sold on the Premises, liquor liability shall be explicitly covered), which policy(ies)
shall be written on an “occurrence” basis and for not less than $2,000,000 combined single limit per occurrence for
bodily injury, death, and property damage liability; (ii) workers’ compensation insurance coverage as required by law,
together with employers’ liability insurance coverage of at least $1,000,000 each accident and each disease; (iii) with
respect to Alterations constructed by Tenant under this Lease, builder’s risk insurance, in an amount equal to the replacement
cost of the work; and (iv) insurance against fire, vandalism, malicious mischief and such other additional perils as may be
included in a standard “special form” policy, insuring all Alterations, trade fixtures, furnishings, equipment and
items of personal property in the Premises, in an amount equal to not less than 90% of their replacement cost (with replacement
cost endorsement), which policy shall also include business interruption coverage in an amount sufficient to cover 1 year of loss.
In no event shall the limits of any policy be considered as limiting the liability of Tenant under this Lease.


 


2. All policies of
insurance required to be carried by Tenant pursuant to this Exhibit D shall be written by insurance companies authorized
to do business in the State of California and with a general policyholder rating of not less than “A-” and financial
rating of not less than “VIII” in the most current Best’s Insurance Report. The deductible or other retained
limit under any policy carried by Tenant shall be commercially reasonable, and Tenant shall be responsible for payment of such
deductible or retained limit with waiver of subrogation in favor of Landlord. Any insurance required of Tenant may be furnished
by Tenant under any blanket policy carried by it or under a separate policy. A certificate of insurance, certifying that the policy
has been issued, provides the coverage required by this Exhibit and contains the required provisions, together with endorsements
acceptable to Landlord evidencing the waiver of subrogation and additional insured provisions required below, shall be delivered
to Landlord prior to the date Tenant is given the right of possession of the Premises. Proper evidence of the renewal of any insurance
coverage shall also be delivered to Landlord not less than thirty (30) days prior to the expiration of the coverage. In the event
of a loss covered by any policy under which Landlord is an additional insured, Landlord shall be entitled to review a copy of such
policy.


 


3. Tenant’s commercial
general liability insurance shall contain a provision that the policy shall be primary to and noncontributory with any policies
carried by Landlord, together with a provision including Landlord and any other parties in interest designated by Landlord as additional
insureds. Tenant’s policies described in Subsections 1 (ii), (iii) and (iv) above shall each contain a waiver by the insurer
of any right to subrogation against Landlord, its agents, employees, contractors and representatives. Tenant also waives its right
of recovery for any deductible or retained limit under same policies enumerated above. All of Tenant’s policies shall contain
a provision that the insurer will not cancel or change the coverage provided by the policy without first giving Landlord 30 days
prior written notice. Tenant shall also name Landlord as an additional insured on any excess or umbrella liability insurance policy
carried by Tenant.


 


NOTICE TO TENANT: IN ACCORDANCE WITH
THE TERMS OF THIS LEASE, TENANT MUST PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD’S MANAGEMENT AGENT PRIOR TO BEING
AFFORDED ACCESS TO THE PREMISES.


 




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EXHIBIT E


 


RULES AND REGULATIONS


 


The following Rules
and Regulations shall be in effect at the Building. Landlord reserves the right to adopt reasonable nondiscriminatory modifications
and additions at any time. In the case of any conflict between these regulations and the Lease, the Lease shall be controlling.


 


1.       The
sidewalks, halls, passages, elevators, stairways, and other common areas shall not be obstructed by Tenant or used by it for storage,
for depositing items, or for any purpose other than for ingress to and egress from the Premises. Should Tenant have access to any
balcony or patio area, Tenant shall not place any furniture other personal property in such area without the prior written approval
of Landlord.


 


2.       Neither
Tenant nor any employee or contractor of Tenant shall go upon the roof of the Building without the prior written consent of Landlord.


 


3.       Tenant
shall, at its expense, be required to utilize the third party contractor designated by Landlord for the Building to provide any
telephone wiring services from the minimum point of entry of the telephone cable in the Building to the Premises.


 


4.       No
antenna or satellite dish shall be installed by Tenant without the prior written agreement of Landlord.


 


5.       The
sashes, sash doors, windows, glass lights, solar film and/or screen, and any lights or skylights that reflect or admit light into
the halls or other places of the Building shall not be covered or obstructed. If Landlord, by a notice in writing to Tenant, shall
object to any curtain, blind, tinting, shade or screen attached to, or hung in, or used in connection with, any window or door
of the Premises, the use of that curtain, blind, tinting, shade or screen shall be immediately discontinued and removed by Tenant.
Interior of the Premises visible from the exterior must be maintained in a visually professional manner and consistent with a first
class office building. Tenant shall not place any unsightly items (as determined by Landlord in its reasonable discretion) along
the exterior glass line of the Premises including, but not limited to, boxes, and electrical and data cords. No awnings shall be
permitted on any part of the Premises.


 


6.       The
installation and location of any unusually heavy equipment in the Premises, including without limitation file storage units, safes
and electronic data processing equipment, shall require the prior written approval of Landlord. The moving of large or heavy objects
shall occur only between those hours as may be designated by, and only upon previous notice to, Landlord. No freight, furniture
or bulky matter of any description shall be received into or moved out of the lobby of the Building or carried in any elevator
other than the freight elevator (if available) designated by Landlord unless approved in writing by Landlord.


 


7.       Any
pipes or tubing used by Tenant to transmit water to an appliance or device in the Premises must be made of copper or stainless
steel, and in no event shall plastic tubing be used for that purpose.


 


8.       Tenant
shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent
shall not be unreasonably withheld. Upon the termination of its tenancy, Tenant shall deliver to Landlord all the keys to offices,
rooms and toilet rooms and all access cards which shall have been furnished to Tenant or which Tenant shall have had made.


 


9.       Tenant
shall not install equipment requiring electrical or air conditioning service in excess of that to be provided by Landlord under
the Lease without prior written approval from Landlord.


 


10.     Tenant
shall not use space heaters within the Premises.


 


11.     Tenant
shall not do or permit anything to be done in the Premises, or bring or keep anything in the Premises, which shall in any way increase
the insurance on the Building, or on the property kept in the Building, or interfere with the rights of other tenants, or conflict
with any government rule or regulation.


 


12.     Tenant
shall not use or keep any foul or noxious gas or substance in the Premises.


 


13.     Tenant
shall not permit the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the
Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business with
other tenants.


 


14.     Tenant
shall not permit any pets or animals in or about the Building. Bona fide service animals are permitted provided such service animals
are pre-approved by Landlord, remain under the direct control of the individual they serve at all times, and do not disturb or
threaten others.


 


15.     Neither
Tenant nor its employees, agents, contractors, invitees or licensees shall bring any firearm, whether loaded or unloaded, into
the Project at any time.


 


16.     Smoking
tobacco, including via personal vaporizers or other electronic cigarettes, anywhere within the Premises, Building or Project is
strictly prohibited except that smoking tobacco may be permitted outside the Building and within the Project only in areas designated
by Landlord. Smoking, vaping, distributing, growing or manufacturing marijuana or any marijuana derivative anywhere within the
Premises, Building or Project is strictly prohibited.


 


17.     Tenant
shall not install an aquarium of any size in the Premises unless otherwise approved by Landlord.


 


18.     Tenant
shall not utilize any name selected by Landlord from time to time for the Building and/or the Project as any part of Tenant’s
corporate or trade name. Landlord shall have the right to change the name, number or designation of the Building or Project without
liability to Tenant; provided, however, if the address of the Building and/or the Project is voluntarily changed by Landlord, Landlord
agrees to reimburse Tenant for all expenses reasonably incurred by Tenant in conjunction with such address change (including, without
limitation, the cost of changing Tenant's stationery and of notifying Tenant's clients and customers of Tenant's new address of
the Building and/or the Project). Tenant shall not use any picture of the Building in its advertising, stationery or in any other
manner.


 


19.     Tenant
shall, upon request by Landlord, supply Landlord with the names and telephone numbers of personnel designated by Tenant to be contacted
on an after-hours basis should circumstances warrant.


 


20.     Landlord
may from time to time grant tenants individual and temporary variances from these Rules, provided that any variance does not have
a material adverse effect on the use and enjoyment of the Premises by Tenant.


 




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EXHIBIT F


 


PARKING


 


The following parking
regulations shall be in effect at the Building In the case of any conflict between these regulations and the Lease, the Lease shall
be controlling.


 


1.       Landlord
agrees to maintain, or cause to be maintained, an automobile parking area (“Parking Area”) in reasonable proximity
to the Building for the benefit and use of the visitors and patrons and, except as otherwise provided, employees of Tenant, and
other tenants and occupants of the Building. Landlord shall have the right to determine the nature and extent of the automobile
Parking Area, and of making such changes to the Parking Area from time to time which in its opinion are desirable. Landlord shall
not be liable for any damage to motor vehicles of visitors or employees, for any loss of property from within those motor vehicles,
or for any injury to Tenant, its visitors or employees, unless ultimately determined to be caused by the sole active negligence
or willful misconduct of Landlord. Landlord shall also have the right to establish, and from time to time amend, and to enforce
against all users of the Parking Area all reasonable rules and regulations (including the designation of areas for employee parking)
as Landlord may deem necessary and advisable for the proper and efficient operation and maintenance of the Parking Area.


 


2.       Landlord
may, if it deems advisable in its sole discretion, charge for parking and may establish for the Parking Area a system or systems
of permit parking for Tenant, its employees and its visitors. In no event shall Tenant or its employees park in reserved stalls
leased to other tenants or in stalls within designated visitor parking zones, nor shall Tenant or its employees utilize more than
the number of Parking Passes (defined below) allotted in this Lease to Tenant. Tenant shall, upon request of Landlord from time
to time, furnish Landlord with a list of its employees’ names and of Tenant’s and its employees’ vehicle license
numbers. Parking access devices, if applicable, shall not be transferable. Landlord may impose a reasonable fee for access devices
and a replacement charge for devices which are lost or stolen. Each access device shall be returned to Landlord promptly following
the Expiration Date or sooner termination of this Lease.


 


3.       Washing,
waxing, cleaning or servicing of vehicles, or the parking of any vehicle on an overnight basis, in the Parking Area (other than
emergency services) by any parker or his or her agents or employees is prohibited unless otherwise authorized by Landlord.


 


4.       It
is understood that the employees of Tenant and the other tenants of Landlord within the Building and Project shall not be permitted
to park their automobiles in the portions of the Parking Area which may from time to time be designated for patrons of the Building
and/or Project. Tenant may purchase from Landlord for the Term of this Lease, all or a portion of the total number of parking passes
set forth in Item 11 of the Basic Lease Provisions (the "Parking Passes") for unreserved parking. Landlord
agrees that Tenant may, subject to availability as determined by Landlord, convert up to 4 of the Parking Passes to reserved stalls
by providing written notice of such election to Landlord at any time after the date of this Lease (the “Converted Stalls”).
During the initial 60 month Lease Term only, Tenant shall pay to Landlord the following parking charges: (i) $80.00 per Parking
Pass for unreserved parking per month, and (ii) if applicable, $160.00 per Converted Stall per month. Thereafter, the monthly
parking charges shall be at Landlord’s scheduled parking rates from time to time. Should any monthly parking charge not be
paid within 5 days following the date due, then a late charge shall be payable by Tenant equal to the greater of (i) 5% of
the delinquent installment or (ii) $100.00, which late charge shall be separate and in addition to any late charge that may
be assessed pursuant to Section 14.3 of the Lease for other than delinquent monthly parking charges.


 


5.       Landlord
shall be entitled to pass on to Tenant its proportionate share of any charges or parking surcharge or transportation management
costs levied by any governmental agency and Tenant shall cooperate in any voluntary or mandated transportation management programs.


 


6.       Tenant
shall not assign or sublet any of the Parking Passes, either voluntarily or by operation of law, without the prior written consent
of Landlord, except in connection with an authorized assignment of this Lease or subletting of the Premises.


 




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EXHIBIT G


 


ADDITIONAL PROVISIONS


 


1.       FITNESS
CENTER. Subject to the provisions of this Section, so long as Tenant is not in Default under this Lease, and provided Tenant’s
employees execute a standard waiver of liability form used at the Fitness Center (hereinafter defined) and pay the applicable one
time or monthly fee, then Tenant’s employees (the “Fitness Center Users”) shall be entitled to use the
KINETIC fitness center (the “Fitness Center”) in the building located at 600 Newport Center Drive, Newport Beach,
California. The use of the Fitness Center shall be subject to the rules and regulations (including rules regarding hours of use)
established from time to time by the Fitness Center operator.  Landlord and Tenant acknowledge
that the use of the Fitness Center by the Fitness Center Users shall be at their own risk.  Tenant acknowledges that the provisions
of this Section shall not be deemed to be a representation by Landlord that the Fitness Center (or any other fitness facility)
shall be continuously operated and maintained throughout the Term of this Lease, and no termination of Tenant’s or the Fitness
Center Users’ rights to the Fitness Center shall entitle Tenant to an abatement or reduction in Basic Rent, constitute a
constructive eviction, or result in an event of default by Landlord under this Lease. Tenant hereby voluntarily releases, discharges,
waives and relinquishes any and all actions or causes of action for personal injury or property damage occurring to Tenant or its
employees or agents arising as a result of the use of the Fitness Center, or any activities incidental thereto, wherever or however
the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury or property damage against
Landlord or any of its officers, agents, servants or employees for any said causes of action.  It is the intention of Tenant
with respect to the Fitness Center to exempt and relieve Landlord from liability for personal injury or property damage caused
by negligence. Tenant’s rights hereunder to permit its employees to use the Fitness Center shall belong solely to Tenant
and may not be transferred or assigned without Landlord’s prior written consent, which may be withheld by Landlord in Landlord’s
sole discretion.


 


2.       CONFERENCE
CENTER. During the Term of this Lease and provided Tenant is not then in Default under the Lease, and provided further that
Landlord continues to maintain such facilities, Tenant shall be permitted to use the conference center which is located in the
Project (“Conference Center”) for meetings, seminars, and like purposes during normal business hours. Tenant
shall provide Landlord with reasonable advance notice when it desires to utilize the Conference Center and Landlord shall make
the Conference Center available to Tenant, subject to any prior reservation. Tenant shall pay to Landlord for the use of the Conference
Center, Landlord’s standard hourly fee for the Conference Center (not including possible extras such as refreshments or snacks),
and may eliminate the Conference Center in its entirety or relocate same at any time during the Term of this Lease. The foregoing
right under this Section shall be personal to the Tenant named in this Lease.


 


 




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EXHIBIT X


 


WORK LETTER


 


Tenant shall lease
the Premises “as-is” following Landlord’s completion of the ReadyNow improvements (the “Tenant Improvements”).
In addition to the Tenant Improvements, Landlord shall cause its contractor to make additional improvements to the Premises as
may be specified by Tenant and approved in writing by Landlord (the “Additional Tenant Improvements”). Landlord's
total contribution for the Additional Tenant Improvements, inclusive of space planning costs and Landlord's construction management
fee, shall not exceed $46,045.00 (“Landlord Contribution”), based on $5.00 per rentable square foot of the Premises,
and any additional cost shall be borne solely by Tenant and paid to Landlord prior to the commencement of construction. It is understood
that Landlord shall be entitled to a supervision/administrative fee equal to 3% of the total construction cost for the Additional
Tenant Improvements, which fee shall be paid from the Landlord Contribution. Tenant understands and agrees that any portion of
the Landlord Contribution not requested by Tenant in accordance with this Exhibit X within 60 days of the Commencement Date,
shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or payment. Unless otherwise agreed in writing
by Landlord, all materials and finishes utilized in constructing the Additional Tenant Improvements shall be Landlord's building
standard. Should Landlord submit any additional plans, equipment specification sheets, or other matters to Tenant for approval
or completion, Tenant shall respond in writing, as appropriate, within 3 business days unless a shorter period is provided herein.
Tenant shall not unreasonably withhold its approval of any matter, and any disapproval shall be with reasons specified.


 


In the event that
Tenant requests any changes or additional work (“Changes”), then provided such Change is acceptable to Landlord,
Landlord shall advise Tenant by written change order of any additional cost and/or Tenant Delay (as defined below) such change
would cause. Tenant shall approve or disapprove such change order in writing within 2 business days following its receipt. Tenant's
approval of a change order shall not be effective unless accompanied by payment in full of the additional cost of the Additional
Tenant Improvements resulting from the change order, regardless of any unutilized portion of the Landlord Contribution. It is understood
that Landlord shall have no obligation to interrupt or modify the Additional Tenant Improvement work pending Tenant's approval
of a change order.


 


Notwithstanding any
provision in the Lease to the contrary, if Tenant fails to comply with any of the time periods specified in this Work Letter, requests
any Changes to the work, fails to make timely payment of any sum due hereunder, furnishes inaccurate or erroneous specifications
or other information, or otherwise delays in any manner the completion of the Tenant Improvements or the issuance of an occupancy
certificate (any of the foregoing being referred to in this Lease as a "Tenant Delay"), then Tenant shall bear
any resulting additional construction cost or other expenses and the Commencement Date shall be deemed to have occurred for all
purposes, including Tenant's obligation to pay Rent, as of the date Landlord reasonably determines that it would have been able
to deliver the Premises to Tenant but for the collective Tenant Delays.


 


Following the full
execution of this Lease, payment of all deposits due hereunder and delivery of proper evidence of insurance pursuant to Exhibit D
hereof, Landlord shall permit Tenant and its agents to enter the Premises prior to the Commencement Date of the Lease in order
that Tenant may install its cabling and fixtures and perform any work to be performed by Tenant hereunder through its own contractors,
subject to Landlord's prior written approval, and in a manner and upon terms and conditions and at times satisfactory to Landlord's
representative. The foregoing license to enter the Premises prior to the Commencement Date is, however, conditioned upon Tenant's
contractors and their subcontractors and employees working in harmony and not interfering with the work being performed by Landlord.
If at any time that entry shall cause disharmony or interfere with the work being performed by Landlord, this license may be withdrawn
by Landlord upon 24 hours written notice to Tenant. That license is further conditioned upon the compliance by Tenant's contractors
with all requirements imposed by Landlord on third party contractors, including without limitation the maintenance by Tenant and
its contractors and subcontractors of workers' compensation and public liability and property damage insurance in amounts and with
companies and on forms satisfactory to Landlord, with certificates of such insurance being furnished to Landlord prior to proceeding
with any such entry. The entry shall be deemed to be under all of the provisions of the Lease except as to the covenants to pay
Rent unless Tenant commences business activities in the Premises. Landlord shall not be liable in any way for any injury, loss
or damage which may occur to any such work being performed by Tenant, the same being solely at Tenant's risk. In no event shall
the failure of Tenant's contractors to complete any work in the Premises extend the Commencement Date.


 


Tenant hereby designates
Robert Tallack, Telephone No. (888) 706-6764, as its representative, agent and attorney-in-fact for the purpose of receiving
notices, approving submittals and issuing requests for Changes, and Landlord shall be entitled to rely upon authorizations and
directives of such person(s) as if given by Tenant. Tenant may amend the designation of its construction representative(s) at any
time upon delivery of written notice to Landlord.


 




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