Exhibit 10.21


 


Basic Lease Information


6550 Vallejo Street, Emeryville CA


 


The following is a summary
of Lease information that is referred to in the Lease. To the extent there is any conflict between the provisions of this Summary
and any more specific provision of the Lease, such more specific provision shall control.


 


	LEASE DATE:	 	October 14, 2013	 
	 	 	 	 
	LANDLORD:	 	65TH STREET DEVELOPMENT	 
	 	 	COMPANY, LLC, a California limited
	 	 	liability company	 
	 	 	 	 
	ADDRESS OF LANDLORD:	 	6114 LaSalle Avenue	 
	 	 	PMB 260	 
	 	 	Oakland, CA 94611	 
	 	 	 	 
	ADDRESS FOR PAYMENT OF	 	6114 LaSalle Avenue	 
	RENT:       	 	PMB 260	 
	 	 	Oakland, CA 94611	 
	 	 	 	 
	TENANT:       	 	SellPoints, Inc. a Delaware corporation
	 	 	 	 
	ADDRESS OF TENANT:	 	Before Commencement Date:	 
	 	 	3000 Executive Pkwy, Suite 510	 
	 	 	San Ramon, CA 94583	 
	 	 	 	 
	 	 	From and after Commencement Date:	 
	 	 	 	 
	 	 	6550 Vallejo Street, Suite 200	 
	 	 	Emeryville, CA 94608	 
	 	 	 	 
	PREMISES:       	 	Suites 	Rentable

    Area	
	 	 	 	 
	 	 	200 and 300	
	 	 	6550 Vallejo Street	7918 sf	 
	 	 	Emeryville, CA 94608	 
	 	 	(office)	 
	 	 	 	 
	 	 	107-0	
	 	 	1148 65th Street	854 sf	 
	 	 	Oakland, CA 94608	 
	 	 	(warehouse)	 
	 	 	 	 
	 	 	101	
	 	 	6550 Vallejo Street	2584 sf	 
	 	 	Emeryville, CA 94608	 
	 	 	(Suite 101)	 
	 	 	 	 
	PARKING:      	 	11 parking spaces	 
	 	 	 	 
	COMMENCEMENT DATE:	 	February 1, 2014 (for 200 & 300 & 107)	 
	 	 	 	 
	 	 	October 15, 2013 (for 101)	 
	 	 	 	 
	EXPIRATION DATE:	 	March 31, 2016, subject to early termination per
	 	 	Section 3: (for 200 & 300 & 107)	 
	 	 	 	 
	 	 	January 31, 2014 (for 101)	 


 






     


     


    

 


	BASE RENT:	 	Year I	$ 21,745.16 (0)	$725.90 (W)
	 	 	Year 2	$ 21,367.51 (0)	$747.68 (W)
	 	 	Months 25, 26	$ 22,008.54 (0)	$770.11 (W)
	 	 	 	 	 
	 	 	Suite 101: $2,600.00	 	 
	 	 	 
	 	 	Base Rent. Abated for 200, 300 and 107 for February, 2014 and
February 2015






 


	BASE
    YEAR: SECURITY	 	2014
	 	 	 
	DEPOSIT:	 	$22,610.65
	 	 	 
	USE:	 	General office and photo studio in warehouse
    office
	 	 	 
	TENANT'S PERCENTAGE	 	Building share 11.9%, Office Share - 20%,
	SHARE:	 	
	 	 	 
	LANDLORD'S BROKER:
    	 	Michael Raffetto, Cassidy Turley, Northern California
	 	 	 
	TENANT'S BROKER	 	Rich Hoyt and Daniel Pivnick, Cornish & Carey Newmark Knight
    Frank, Pleasanton, CA


 


	ATTACHMENTS:	 	Exhibit A	Floor Plan
	 	 	Exhibit B	Operating Expenses and Taxes
	 	 	Exhibit C	Rules and Regulations
	 	 	Exhibit D	List of Furniture


 




     


     


    

 


TABLE OF CONTENTS


 


	1.	PARTIES	 	1
	2.	PREMISES	 	1
	3.	TERM	 	1
	4.	DELIVERY OF POSSESSION	 	1
	5.	RENT	 	2
	6.	INCREASES IN OPERATING EXPENSES AND PROPERTY TAXES	 	3
	7.	USE	 	4
	8.	RULES AND REGULATIONS	 	6
	9.	ASSIGNMENT AND SUBLETTING	 	6
	10.	LIABILITY OF LANDLORD	 	7
	11.	MAINTENANCE AND REPAIRS	 	7
	12.	SERVICES	 	9
	13.	ALTERATIONS	 	9
	14.	INDEMNIFICATION, EXCULPATION AND INSURANCE	 	11
	15.	DESTRUCTION	 	12
	16.	ENTRY	 	13
	17.	EVENTS OF DEFAULT	 	14
	18.	TERMINATION UPON DEFAULT	 	14
	19.	CONTINUATION AFTER DEFAULT	 	15
	20.	OTHER RELIEF	 	15
	21.	LANDLORD'S RIGHT TO CURE DEFAULT	 	15
	22.	ATTORNEY’S FEES	 	16
	23.	NO WAIVER	 	16
	24.	NOTICES	 	16
	25.	EMINENT DOMAIN	 	17
	26.	LATE CHARGE	 	17
	27.	ESTOPPEL CERTIFICATE AND FINANCIAL INFORMATION	 	17
	28.	SURRENDER	 	I7
	29.	HOLDING OVER	 	17
	30.	FLOOR LOAD AND NOISE	 	18
	31.	SUBORDINATION	 	18
	32.	INABILITY TO PERFORM	 	18
	33.	CORPORATE AUTHORITY	 	18
	34.	TAXES PAYABLE BY TENANT	 	19
	35.	MISCELLANEOUS	 	19
	36.	BROKERS	 	19
	37.	OPTION TO EXTEND	 	20
	38.	NO OFFER	 	21


 






     


     


    

 


1.        PARTIES.


 


THIS LEASE (this
“Lease”) is made as of October 14, 2013 between 65th Street Development Company, LLC, a California
limited liability company (“Landlord”), and SellPoints Inc. a Delaware corporation (“Tenant”).


 


2.        PREMISES.


 


(a)       Landlord
does hereby lease to Tenant, and Tenant does hereby lease from Landlord, for the term and subject to the covenants and conditions
hereinafter set forth, to all of which Landlord and Tenant agree, those certain premises (“Premises”) identified
in the Basic Lease Information, and located in that certain building owned by Landlord (“Building”) located
at 6550 Vallejo Street, Emeryville, California. The Premises consist of approximately 10,502 rentable square feet of office space
(in suites 200, 300 and 101) and 854 rentable square feet of warehouse space as identified on Exhibit A attached
to this Lease. Tenant shall have the right to use, in common with others, the entrances, lobbies, corridors, stairs and elevators
of the Building (the “Common Areas”) for access to the Premises. The exterior walls of the Building and any
space in the Premises used for shafts, stacks, pipes, conduits, ducts, electric or other utilities, or other Building facilities,
and the use thereof and access thereto through the Premises for the purposes of operation, maintenance and repairs, are reserved
to Landlord.


 


(b)       The
rentable area of the Premises has been determined in accordance with BOMA's Standard Method of Measuring Floor Area in Office Buildings
(ANSI/BOMA Z.65.1-1996), as modified by Landlord for uniform use in the Building. The area figures contained in this Lease shall
be final and binding on the parties.


 


(c)       Tenant
shall have the exclusive use of 11 designated parking spaces within Landlord's parking lot on 65th Street. Landlord
agrees that Tenant's access to parking shall not be unreasonably limited beyond any requirement of law. For the avoidance of doubt,
all cost associated with the parking spaces during the Term or any Option Period is included in the Base Rent.


 


3.        TERM.


 


(a)       The
term of this Lease (“Term”) for each portion of the Premises shall commence on the Commencement Date and shall
end on the Expiration Date for such portion of the Premises, as set forth in the Basic Lease Information, subject to delays
in delivery of possession as set forth in Section 4(a) below. Tenant may occupy the office portion of the Premises (Suites 200,
300 and 101) up to fifteen (15) days prior to the Commencement Date for the purposes of installing Tenant's furniture and equipment,
subject to all of the terms of this Lease other than the payment of Base Rent or Tenant's shares of increases in Operating Expenses.
In so occupying the Premises, Tenant and its contractors shall not interfere with the activities of Landlord's contractors in the
Premises and shall be subject to the scheduling requirements of Landlord's contractors.


 


(b)       Either
Landlord or Tenant may terminate this Lease with respect to the warehouse portion of the Premises. Tenant may so terminate upon
not less than thirty (30) days' prior notice to Landlord, provided that at the time of such notice and as of the scheduled date
of termination there is not an Event of Default by Tenant, and Landlord may terminate this Lease with respect to the warehouse
portion of the Premises upon not less than sixty (60) days' prior notice to Tenant.


 


4.        DELIVERY OF POSSESSION.


 


(a)       In
the event of the inability of Landlord to deliver possession of the Premises on or before the Commencement Date for any reason
whatsoever beyond its control, neither Landlord nor its agents shall be liable for any damage caused thereby, nor shall this Lease
thereby become void or voidable, nor shall the Term be in any way extended, but in such event Tenant shall not be liable for any
rent until such time as Landlord can deliver possession.


 






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(b)       Subject to
Landlord's obligations set forth below, Landlord shall deliver possession of the Premises to Tenant, and Tenant shall accept
the same, in its "AS IS" condition. Tenant agrees that Landlord has no obligation and has made no promise to alter,
remodel, improve, or repair the Premises or any part thereof or to repair, bring into compliance with applicable laws, or
improve any condition existing in the Premises as of the Commencement Date. Tenant agrees that neither Landlord nor any of
Landlord's employees or agents has made any representation or warranty as to the present or future suitability of the
Premises for the conduct of Tenant's business therein. Any improvements or personal property located in the Premises are
delivered without any representation or warranty from Landlord, either express or implied, of any kind, including
merchantability or suitability for a particular purpose. Pursuant to California Civil Code Section 1938, Landlord hereby
notifies Tenant that neither the Building nor the Premises has been inspected by a Certified Access Specialist.


 


(c)       Ethernet
and phone wiring in Suites 200 and 300 shall be delivered by Landlord to Tenant as was installed and left in place by previous
tenant, "as-is." It is understood by Landlord that the previous tenant wired all workstations in both suites back to
their former server room in suite 200 and phone lines back to the utility closet adjacent to the former server room. Landlord shall
use reasonable efforts to ensure that terminated ethernet wires are numbered by workstation or are left connected to previous tenants
patch panels with workstation numbers intact on the panels. Landlord makes no representations or warranties as to the condition
of existing ethernet or phone wiring or to the suitability of the wiring to Tenant's needs. Tenant shall be solely responsible
for wiring changes and for upgrades to existing wiring.


 


(d)       Landlord
will connect the 6550 Vallejo Street door intercom to Tenant’s phone system via an automatic dialer and a local ATT analog
phone line to one Tenant 510 area code phone number or to one Tenant toll-free phone number. The door connection will allow Tenant
to remotely open the front door for visitor access. Tenant shall be responsible for maintaining its incoming phone line. Landlord
makes no representations or warranties as to the technical compatibility of its phone system and Tenant's phone system.


 


(e)       Landlord,
at its sole cost and expense, shall (i) create a conference room from the existing server room area in Suite 200 with floor electrical
monument and ceiling lighting similar to that in the remainder of Suite 200, (ii) cause the walls throughout Premises to be repainted
but shall not paint the ceiling, (iii) replace the colored glass in Suite 300 with clear glass, (iv) cause any existing carpet
in the Premises to be professionally cleaned, and (v) place all electrical systems in the Premises in good working order and repair.


 


(f)       Landlord
shall permit Tenant to use the items of furniture presently located in the Premises and listed on Exhibit D. Tenant
shall maintain the furniture in at least as good condition as it is upon delivery of the Premises (normal wear and tear excepted)
and shall deliver the furniture in the Premises at the end of the Term.


 


5.        RENT.


 


(a)       During
the Term, Tenant shall pay to Landlord, as base monthly rent, the respective amounts of monthly rent specified in the Basic
Lease Information (the “Base Rent”). If the Commencement Date should occur on a day other than the first
day of a calendar month, or if the Expiration Date should occur on a day other than the last day of a calendar month, then the
Base Rent for such fractional month shall be prorated upon a daily basis based upon a thirty (30) day month. Base Rent is due and
payable monthly, in advance, on the first day of each calendar month, except that Base Rent for the first full calendar month of
the Term (the “First Month”) shall be paid upon execution of this Lease. If the Commencement Date occurs on
a day other than the first day of a calendar month, Base Rent for the period from the Commencement Date through the end of said
calendar month shall be due and payable on the Commencement Date, and the Base Rent paid upon execution of this Lease shall be
credited against the Base Rent due for the First Month as of the first day of the First Month.


 


(b)       During each
calendar year or part thereof during the Term subsequent to the Base Year specified in the Basic Lease Information (the
“Base Year”), Tenant shall pay to Landlord, as additional monthly rent, Tenant's Building Percentage Share
(as defined in the Basic Lease Information) of the total dollar increase, if any, in all Operating Expenses (as defined in Exhibit
B) paid or incurred by Landlord in such calendar year or part thereof over Operating Expenses paid or incurred by
Landlord in the Base Year. Tenant shall also pay to Landlord, as additional monthly rent, Tenant's Office Percentage Share
(as defined in the Basic Lease Information) of the total dollar increase, if any, in all expenses related to the maintenance,
repair, replacement and operation of the elevator and the heating, ventilating and air conditioning systems and equipment
serving the Building paid or incurred by Landlord in such calendar year or part thereof over such expenses paid or incurred by
Landlord in the Base Year. Payments on account of Tenant's Percentage Shares of Operating Expenses, determined in accordance
with Section 6(a), are due and payable in equal monthly installments together with the payment of Base Rent.


 






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(c)       During
each calendar year or part thereof during the term of this Lease subsequent to the Base Year specified in the Basic Lease Information
(the “Base Year”), Tenant shall pay to Landlord, as additional monthly rent, Tenant's Building Percentage
Share of the total dollar increase, if any, in all Property Taxes (as defined in Exhibit B) paid or incurred by Landlord
in such tax year or part thereof over the Property Taxes paid or incurred by Landlord in the Base Year. Payments on account of
Tenant's Percentage Share of Property Taxes, determined in accordance with Section 7(a), shall be paid in equal monthly installments
together with the payment of Base Rent.


 


(d)       Throughout
the Term, Tenant shall pay, as additional rent, all other amounts of money and charges required to be paid by Tenant under this
Lease, whether or not such amounts of money or charges are designated "additional rent." As used in this Lease, "rent"
shall mean and include all Base Rent, additional monthly rent as described in Sections 5(a)(ii) and (iii) above, and any other
additional rent payable by Tenant in accordance with this Lease.


 


(e)       Rent
shall be paid in lawful money of the United States of America at the address for the payment of rent set forth in the Basic
Lease Information or at such other place as Landlord may designate in writing in advance, free from all claims, demands, or
set-offs against Landlord of any kind or character whatsoever, except as specifically set forth in this Lease.


 


(f)       On
execution of this Lease Tenant shall deliver to Landlord the sum specified in the Basic Lease Information (the “Security
Deposit”). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all of the provisions
of this Lease. Following an Event of Default (as defined in Section 17(a) hereof) by Tenant under this Lease, Landlord may use,
apply or retain all or any portion of the Security Deposit for the payment of any rent or other charge in default, or the payment
of any other sum to which Landlord may become obligated by Tenant's default, or to compensate Landlord for any expense, loss or
damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Security Deposit, then within
ten (10) days after demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the Security Deposit
to the full amount thereof, and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required
to keep the Security Deposit separate from its general accounts. If Tenant performs all of Tenant's obligations under this Lease,
the Security Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of
interest for its use, to Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's interest under this Lease)
at the expiration of the term hereof, and after Tenant has vacated the Premises. No trust relationship is created herein between
Landlord and Tenant with respect to the Security Deposit. Tenant waives the provisions of California Civil Code Section 1950.7,
and all other present and future laws which restrict the amount or types of claim that a landlord may make upon a security deposit
or imposes upon a landlord or a successor any obligation with respect to the handling or return of security deposits.


 


6.        INCREASES IN OPERATING
EXPENSES AND PROPERTY TAXES


 


The additional monthly
rent payable pursuant to Sections 5(a) and (b) hereof shall be calculated and paid in accordance with the following procedures:


 


(a)       On
or before the first day of each calendar year during the Term subsequent to the Base Year, or as soon thereafter as practicable,
Landlord shall give Tenant notice of Landlord's reasonable estimate of the amounts payable by Tenant under Sections 5(a) and (b)
hereof for the ensuing calendar year. On or before the first day of each month during such ensuing calendar year, Tenant shall
pay to Landlord one-twelfth of such estimated amounts. If such notice is not given for any calendar year, Tenant shall continue
to pay on the basis of the prior year's estimate until the month after such notice is given, and subsequent payments by Tenant
shall be based on Landlord's current estimate. If at any time it appears to Landlord that the amounts payable under Sections 5(a)
and (b) hereof for the current calendar year will vary from Landlord's estimate, Landlord may, by giving notice to Tenant, revise
Landlord's estimate for such year, and subsequent payments by Tenant for such year shall be based on such revised estimate.


 






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(b)       Within
one hundred twenty (120) days after the end of each calendar year subsequent to the Base Year, Landlord shall give Tenant a written
statement (“Landlord's Statement”) of the amounts payable under Sections 5(a) and (b) hereof for such calendar
year certified by Landlord. If such statement shows an amount owing by Tenant that is less than the estimated payments for such
calendar year previously made by Tenant, Landlord shall refund the excess to Tenant within thirty (30) days of the date of such
statement. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously
made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Failure
by Landlord to give any notice or statement to Tenant under this Section 6 shall not waive Landlord's right to receive, or Tenant's
obligation to pay, the amounts payable by Tenant under Sections 5(a) and (b) hereof.


 


(c)       Tenant
shall have the right to reasonably review supporting data for any portion of a Landlord's Statement that Tenant claims is incorrect.
In order for Tenant to exercise its right under this subsection (c), Tenant shall, within thirty (30) days after any Landlord's
Statement is sent, deliver a written notice to Landlord specifying the portions of the Landlord's statement that are claimed to
be incorrect. Landlord shall permit Tenant to review all relevant books and records and supporting data to support the Landlord's
Statement. Any review to be conducted by Tenant under this Section shall be at the sole expense of Tenant and shall be conducted
by an independent firm of certified public accountants. Tenant acknowledges and agrees that any supporting data reviewed under
this Section shall constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants
performing the review and the principals of Tenant who receive the results of the review.


 


(d)       Any
errors disclosed by the review of supporting data under this Section shall be promptly corrected. If the results of the review
of supporting data reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be
credited against Tenant's subsequent amounts due, or if no rent is owed, such overpayment shall be promptly refunded to Tenant.
If the audit shows that Tenant has overpaid by five percent (5%) or more of the amount billed by Landlord, then Landlord shall
pay for Tenant's audit. If the review reveals that Tenant has underpaid it obligations, then it shall pay the amount of any shortfall
within five (5) days following completion of Tenant's review.


 


(e)       If
the Term ends on a day other than the last day of a calendar year, the amounts payable by Tenant under Sections 5(a) and (b) hereof
applicable to the calendar year in which such Term ends shall be prorated according to the ratio which the number of days in such
calendar year to and including the end of the Term bears to three hundred sixty (360). Termination of this Lease shall not affect
the obligation of Tenant pursuant to paragraph (b) hereof to be performed after such termination.


 


7.        USE.


 


(a)       The
Premises shall be used slowly for general office purposes only, as limited by Section 7(b), and shall be used for no other purpose.


 


(b)       Tenant
shall in no way obstruct or interfere with the rights of other tenants of the Building, or injure or annoy them, or use, or allow
the Premises to be used for any unlawful or objectionable purpose. Tenant may not use any part or all of the Premises for any retail
operations; a medical or dental office; an office providing any type of psychological, parole, drug or employment counseling; telemarketing
operations; consulate, foreign mission or trade office; government or regulatory agency office; educational institution with classrooms,
or similar uses. Solicitations or promotions by Tenant to other tenants in the Building are prohibited.


 


(c)       Tenant
shall not use the Premises or permit anything to be done in or about the Premises or the Building which will in any way
conflict with any present or future law, statute, ordinance, code, rule regulation, requirement, license, permit,
certificate, judgment, decree, order or direction of any present or future governmental or quasi-governmental authority,
agency, department, board, panel or court (singularly and collectively “Laws”). Tenant shall, at its
expense, promptly comply with all Laws (including, without limitation, the Federal Americans with Disabilities Act (as it
affects Tenant's operations within the Premises) and any Hazardous Materials Laws (as hereinafter defined), and with the
requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to or
affecting the condition, use or occupancy of the Premises. It is the intent of the parties to allocate to Tenant the cost of
compliance of any and all Laws, regardless of the existing condition of the Premises, the cost of compliance or the
foreseeability of the enactment or application of the Laws to the Premises. Notwithstanding the foregoing, (i) Tenant shall
not be responsible for any failure of the Premises to comply with applicable laws as of the Commencement Date, and (ii)
Tenant shall not be required to make changes to the Premises unless they arise or are required because of or in connection
with Tenant's specific use of the Premises or the type of business conducted therein, or Tenant's Alterations, or
Tenant's acts or wrongful omissions. Tenant shall obtain and maintain in effect during the Term all licenses and permits
required for the proper and lawful conduct of Tenant's business in the Premises, and shall at all times comply with such
licenses and permits.


 






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(d)       Supplementing
the provisions of Section 7(c) above, Tenant shall not use the Premises or the Building in violation of any federal, state, or
local law, ordinance, or regulation relating to the environment, health, or safety. Tenant shall not use, generate, manufacture
or store in or about the Premises or the Building or transport to or from the Premises or the Building any flammable explosives,
radioactive materials, hazardous materials, hazardous wastes, asbestos, PCB transformers, toxic substances or related materials
(collectively “Hazardous Materials”), other than the use and storage in the Premises of small quantities of
such substances when found in commonly used household cleansers, office supplies and general office equipment, and any such substances
shall be used, kept, stored and disposed of in strict accordance with all applicable federal, state and local laws now in force
or which may hereafter be in force relating to the protection of human health or the environment from Hazardous Materials, including
all requirements pertaining to reporting, licensing, permitting, investigation and remediation of emissions, discharges, storage,
disposal or releases of Hazardous Materials and all requirements pertaining to the protection of the health and safety of employees
or the public with respect to Hazardous Materials (collectively, “Hazardous Materials Laws”). Hazardous Materials
shall include, without limitation, substances defined as “hazardous substances”, “hazardous materials”,
“toxic substances”, “hazardous waste” or “waste” in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601 et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C. Sec. 1801 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq.; and those
substances defined as "hazardous wastes" in Section 25117 of the California Health & Safety Code or as "hazardous
substances" in subdivision (f) of Section 25281, and Section 25316, of the California Health & Safety Code; and any "waste"
as defined in subdivision (d) of Section 13050 of the Water Code; and in the regulations adopted and publications promulgated pursuant
to any of the aforementioned said laws; and in any revised or successor code thereto; and any other chemical, material or substance
at levels for which exposure is prohibited, limited or regulated by any governmental authority.


 


(e)       Tenant
shall indemnify, defend (with counsel approved by Landlord) and hold Landlord, its members and managers and its and their officers,
directors, employees and agents, any entity having a security interest in the Premises, and its and their employees and agents
(collectively, “Indemnitees”) harmless from and against all liabilities, claims, costs, damages, and depreciation
of property value, including all foreseeable and unforeseeable consequential damages, directly or indirectly arising out of the
use, generation, storage, or disposal of Hazardous Materials by Tenant or any person claiming under Tenant, including, without
limitation, the cost of any required or necessary investigation, monitoring, repair, cleanup, or detoxification and the preparation
of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this
Lease, as well as penalties, fines and claims for contribution to the full extent that such action is attributable, directly or
indirectly, to the use, generation, storage, or disposal of Hazardous Materials by Tenant or any person claiming under Tenant.
Neither the consent by Landlord to the use, generation, storage, or disposal of Hazardous Materials nor the strict compliance by
Tenant with all statutes, laws, ordinances, rules, regulations, and precautions pertaining to Hazardous Materials shall excuse
Tenant from Tenant's obligation of indemnification set forth above. Tenant's obligations under this Section shall survive the expiration
or termination of this Lease. Notwithstanding the above, the Tenant's obligations under this Section 7(e) shall be reduced to the
extent any damages are due to the actions or wrongful inactions by Landlord.


 






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8.        RULES AND REGULATIONS.


 


Tenant shall faithfully observe and
comply with the Rules and Regulations attached to this Lease as Exhibit C and made a part hereof, and such
other reasonable rules and regulations as Landlord may from time to time adopt for the safety, care and cleanliness of the
Building, the facilities thereof, or the preservation of good order therein (collectively, the “Building
Rules”). Landlord reserves the right from time to time in its sole discretion to make all reasonable additions and
modifications to the Building Rules that are reasonable and customary changes consistent for the Emeryville/Oakland office
market. Any additions and modifications to the Building Rules shall be binding on Tenant when delivered to Tenant. Landlord
shall not be liable to Tenant for violation of any such Building Rules, or for the breach of any covenant or condition in any
lease, by any other tenant in the Building. In the event of any conflict between this Lease and the Rules and Regulations,
the terms of this Lease shall govern. A waiver by Landlord of any rule or regulation for any other tenant shall not
constitute nor be deemed a waiver of the rule or regulation for this Tenant.


 


9.        ASSIGNMENT AND SUBLETTING.


 


(a)       Tenant
shall not assign, mortgage or hypothecate this Lease, or any interest therein, or permit the use of the Premises by any person
or persons other than the Tenant, or sublet the Premises, or any part thereof, without the prior consent of Landlord, which consent,
subject to Landlord's right of termination in accordance with Section 9(b) below, shall not be unreasonably withheld. For purposes
of this Section 9, an assignment shall not include an assignment for security purposes, which shall only be permitted with the
prior consent of Landlord in its sole and absolute discretion. Consent to any such assignment or sublease shall not operate, as
a waiver of the necessity for consent to any subsequent assignment or sublease, and the terms of such consent shall be binding
upon any person holding by, under or through Tenant.


 


(b)       If
Tenant desires to assign its interest in this Lease or to sublease all or any part of the Premises, Tenant shall notify Landlord
at least thirty (30) days in advance of the proposed transaction. This notice shall be accompanied by: (i) a statement setting
forth the name and business of the proposed assignee or subtenant; (ii) a copy of the proposed form of assignment or sublease (and
any collateral agreements) setting forth all of the material terms and the financial details of the sublease or assignment (including,
without limitation, the term, the rent and any security deposit, "key money," and amounts payable for Tenant's Property
and the common use of any personnel or equipment); (iii) financial statements and other information requested by Landlord relating
to the proposed assignee or subtenant; and (iv) any other information concerning the proposed assignment or sublease which Landlord
may reasonably request. If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall
have the right, in its sole and absolute discretion, to terminate this Lease on notice to Tenant within thirty (30) days after
receipt of Tenant's notice and the information described above or the receipt of any additional information requested by Landlord.
If Landlord elects to terminate this Lease, this Lease shall terminate as of the effective date of the proposed assignment or commencement
of the term of the proposed sublease as set forth in Tenant's notice, and Landlord shall have the right (but no obligation) to
enter into a direct lease with the proposed assignee or subtenant. Tenant may withdraw its request for Landlord's consent at any
time prior to, but not after, Landlord delivers a notice of termination.


 


(c)       If
Landlord elects not to terminate this Lease pursuant to Section 9(b) above, or if a proposed sublease is for less than substantially
all of the Premises, Landlord shall not unreasonably withhold its consent to an assignment or subletting. Tenant agrees that the
withholding of Landlord's consent shall be deemed reasonable if all of the following conditions are not satisfied:


 


(i)       The
proposed assignee or subtenant is not a governmental agency or entity, either domestic or foreign.


 


(ii)       The
business of the proposed assignee or subtenant is consistent with the other uses and the standards of the Building, in Landlord's
reasonable judgment.


 


(iii)       The
proposed assignee or subtenant does not have a poor credit history.


 


(iv)       All
of the other terms of this Section 9 are complied with.


 


The conditions described above are not exclusive
and shall not limit or prevent Landlord from considering additional factors in determining if it should reasonably withhold its
consent.


 






    	 	6	 



     


    

 


(d)       Each
permitted assignee, transferee or subtenant, other than Landlord, shall assume and be deemed to have assumed this Lease and
shall be and remain liable jointly and severally with Tenant for the payment of the rent and for the due performance or
satisfaction of all of the provision, covenants, conditions and agreements herein contained on Tenant's part to be performed
or satisfied. Regardless of Landlord's consent, no subletting or assignment shall release or alter Tenant's obligation or
primary liability to pay the rent and perform all other obligations under this Lease. No permitted assignment or sublease
shall be binding on Landlord unless such assignee, subtenant or Tenant shall deliver to Landlord a counterpart of such
assignment or sublease which contains a covenant of assumption by the assignee or subtenant, but the failure or refusal of
the assignee or subtenant to execute such instrument of assumption shall not release or discharge the assignee or subtenant
from its liability as set forth above.


 


(e)       If
Tenant is a partnership, a transfer of the interest of any general partner, a withdrawal of one or more general partner(s) from
the partnership, or the dissolution of the partnership, shall be deemed to be an assignment of this Lease. If Tenant is currently
a partnership (either general or limited), joint venture, co-tenancy, joint tenancy or an individual, the conversion of the Tenant
entity or person into any type of entity which possesses the characteristics of limited liability such as, by way of example only,
a corporation, a limited liability company, limited liability partnership, or limited liability limited partnership, shall be deemed
an assignment for purposes of this Lease. If Tenant is a corporation or limited liability company, unless Tenant is a public corporation,
that is to say, a corporation whose stock is regularly traded on a national stock exchange, or is regularly traded in the over-the-counter
market and quoted on NASDAQ, any merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of any
of the voting stock or membership interests of Tenant in one or more transactions that in the aggregate results in a transfer of
forty-five percent (45%) or more of the voting equity or membership interest(s) in Tenant, or the sale or other transfer of substantially
all of the assets of Tenant, shall be deemed to be an assignment of this Lease.


 


(f)       Any
notice by Tenant to Landlord pursuant to this Section 9 of a proposed assignment or sublease shall be accompanied by a payment
of $500.00 as a non-refundable fee for the processing of Tenant's request for Landlord's consent. In addition to said fee, Tenant
shall reimburse Landlord for reasonable attorneys' fees incurred by Landlord in connection with such review and the preparation
of documents in connection therewith. In the case of an assignment, Tenant shall pay to Landlord monthly on or before the first
(1st) of each month fifty percent (50%) of the rent or other consideration received from such assignee(s) over and above the concurrent
underlying rent payable by Tenant to Landlord after deduction for the reasonable expenses actually paid by Tenant to unrelated
third parties for brokerage commissions, legal fees, tenant improvements to the Premises, or design fees incurred as a direct consequence
of the assignment. In the case of a subletting, Tenant shall pay to Landlord monthly on or before the first (1st) of each month
fifty percent (50%) of the rent or other consideration received from such sublessee(s) over and above the concurrent underlying
rent payable by Tenant to Landlord for the portion(s) of the Premises being sublet, after deduction for the reasonable expenses
actually paid by Tenant to unrelated third parties for brokerage commissions, legal fees, tenant improvements to the Premises,
or design fees incurred as a direct consequence of the sublease. Tenant shall furnish Landlord with a true signed copy of such
assignment(s) or sublease(s) and any supplementary agreements or amendments thereto, within five (5) days after their respective
execution.


 


10.     LIABILITY
OF LANDLORD.


 


It is expressly understood
and agreed that the obligations of Landlord under this Lease shall be binding upon Landlord and its successors and assigns and
any future owner of the Building only with respect to events occurring during its and their respective ownership of the Building.
In addition, Tenant agrees to look solely to Landlord's interest in the Building for recovery of any judgment against Landlord
arising in connection with this Lease, it being agreed that neither Landlord nor any successor or assign of Landlord nor any future
owner of the Building, nor any partner, shareholder, or officer of any of the foregoing shall ever be personally liable for any
such judgment.


 


11.       MAINTENANCE AND
REPAIRS.


 


(a)       Landlord
shall maintain and repair the public and common areas of the Building, such as plazas, lobbies, stairs, corridors and
restrooms, the roof and exterior elements of the Building, and the elevator, mechanical and electrical systems of the
Building and keep such areas, elements and systems in good order and condition, consistent with the standards of other
comparable buildings in the Emeryville/Berkeley/Oakland area. Subject to Section 14(e) hereof, any damage in or to any such
areas, elements or systems caused by Tenant or any agent, officer, employee, contractor, licensee or invitee of Tenant shall
be repaired by Landlord at Tenant's expense (provided such expense is reasonable) and Tenant shall pay to Landlord, upon
billing by Landlord, as additional rent, the cost of such reasonable repairs incurred by Landlord.


 






    	 	7	 



     


    

 


(b)       Tenant
shall, at all times during the Term of this Lease and at Tenant's sole cost and expense, maintain and repair the Premises and every
part thereof and all equipment (including, without limitation, any air conditioning units exclusively serving Tenant and located
in the Premises (“Supplemental HVAC”) and/or any kitchen equipment), and any fixtures and improvements therein,
and keep all of the foregoing clean and in at least as good an order and operating condition as received, ordinary wear and tear
and damage thereto by fire or other casualty excepted. All repairs and replacements made by or on behalf of Tenant shall be made
and performed at Tenant's cost and expense and at such time and in such manner as Landlord may reasonably designate, by contractors
or mechanics reasonably approved by Landlord and so that the same shall be at least equal in quality, value, character and utility
to the original work or installation being repaired or replaced. Tenant hereby waives all rights under California Civil Code Section
1941 and all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises as provided by California
Civil Code Section 1942 or any other law, statute or ordinance now or hereafter in effect. Tenant shall, at the end of the Term
of this Lease, surrender to Landlord the Premises and all alterations, additions, fixtures and improvements therein or thereto
in the same condition as when received, approved alterations, ordinary wear and tear and damage thereto by fire or other casualty
excepted.


 


(c)       Landlord
reserves the right, at any time and from time to time, to have Landlord's engineer estimate (on an average cost per month basis)
the additional electrical and other related operating costs attributable to Tenant's operation of any Supplemental HVAC (the “Excess
HVAC Cost”). Landlord shall notify Tenant of such estimate, and provide Tenant with reasonable documentation in support
of the Excess HVAC Cost. Beginning on the first day of the calendar month next following Tenant's receipt of Landlord's estimate
of the Excess HVAC Cost, Tenant shall pay to Landlord, as additional rent, the amount of the Excess HVAC Cost.


 


(d)       Tenant
shall not alter, modify, add to or disturb any telecommunications wiring or cabling in the Premises or elsewhere in the Building
without Landlord's prior consent. Landlord shall provide and maintain, at no expense to Tenant (other than as an item of Operating
Expenses), telephone riser space in the Building core adequate to accommodate the telecommunications needs of a general office
tenant, and lines and conduit in Building risers or pathways that provide a continuous connection of intrabuilding telecommunications
cabling from a telephone closet located on the floor of the Premises (“Tenant's Telephone Closet”) to the main
telephone closet located in the ground or basement level floors of the Building. Subject to such reasonable rules and regulations
as may be adopted by Landlord for uniform application to all tenants in the Building, Landlord shall permit Tenant reasonable
access to Tenant's Telephone Closet and the Building's intrabuilding telecommunications cabling for the purposes permitted hereunder
and agrees that Tenant may install, remove and maintain in the Premises such voice and data telecommunications equipment as is
generally utilized by office tenants and, in connection therewith, to connect the same to the distribution frames located in Tenant's
Telephone Closet. Tenant shall be liable to Landlord for any damage to the telecommunications cabling and wiring in the Building
due to the act (negligent or otherwise) of Tenant or any employee, agent or contractor of Tenant. Landlord makes no representation
to Tenant regarding the condition, security, availability or suitability for Tenant's purposes of existing intrabuilding network
cabling or any telecommunications services presently located within the Building, and Tenant hereby waives any claim against Landlord
for any damages if Tenant's telecommunications services are in any way interrupted, damaged or otherwise interfered with, provided
that in no event shall any such interruption, damage or interference entitle Tenant to any consequential damages (including damages
for loss of business) or relieve Tenant of any of its obligations under this Lease. Tenant shall maintain and repair all telecommunications
cabling and wiring within or exclusively serving the Premises. Landlord reserves the right to limit the number of local exchange
carriers and competitive alternative telecommunications providers (collectively “TSPs”) having access to the
Building's riser system and infrastructure, to install a cable distribution/riser management system to which Tenant and all TSPs
shall connect, and to charge TSPs for the use of Landlord's telecommunications riser system and infrastructure; provided, however,
in all cases, Landlord will provide Building and riser access to at least one TSP for dial tone telecommunications service to
tenants of the Building.


 






    	 	8	 



     


    

 


(e)       Tenant's installation of telephone lines, cables, and other
electronic telecommunications services and equipment shall be subject to the terms and conditions of Section 13 of this Lease.
Upon the expiration or earlier termination of this Lease, Tenant shall remove, at its sole cost and expense, all of Tenant's telecommunications
lines and cabling designated by Landlord for removal.


 


12.      SERVICES.


 


(a)       Landlord
agrees to furnish to the Premises at all times (subject to interruption as provided in this Lease) electricity for lighting and
the operation of desktop office equipment of low electrical consumption, water as may be required for the comfortable occupation
of the Premises; provided, however, that Landlord shall not be required to provide electric current to maintain an electrical load
in excess of two and one-half (2.5) watts per square foot of usable area of the Premises. In addition, subject to the Building
Rules, during the business hours and on the business days established thereunder by Landlord, Landlord will supply heat as may
be required for the comfortable occupation of the Premises and janitorial services, limited to emptying and removal of general
office refuse, light vacuuming, as needed, and window washing as determined by Landlord. Tenant shall pay (as additional rent)
all costs attributable to Tenant's use of any additional services and utilities outside of the hours of 7:00 a.m. to 6:00 p.m.,
Monday through Friday, excluding legal holidays (“Normal Office Hours”), and shall pay for those services and
utilities consumed during Normal Office Hours beyond those for normal office use, including, without limitation, additional electricity
(in excess of two and one-half (2.5) watts per square foot of usable area of the Premises), water consumption, HVAC use and janitorial
services. Landlord, however, shall not be liable for failure to furnish any of the foregoing, nor shall Landlord be liable under
any circumstances for loss of or injury to property, however occurring, through or in connection with or incidental to the furnishing
of any of the foregoing, nor shall any such failure relieve Tenant from the duty to pay the full amount of rent herein reserved,
or constitute or be construed as a constructive or other eviction of Tenant. Tenant hereby waives the provisions of California
Civil Code Section 1932(1) or any other applicable existing or future law.


 


(b)       Tenant
shall not install or use heat-generating machines, lighting other than building standard or other equipment which may cause cooling
loads to exceed the capacity of the heating, air conditioning and ventilation system, office machines using more than 220 volts,
or equipment causing the connected electrical load in any portion of the Premises to exceed the capacity of Building systems serving
such portion of the Premises. Whenever heat generating equipment or lighting other than building standard lights) are used in the
Premises by Tenant which materially adversely affect the temperature otherwise maintained by the air conditioning system, whether
or not consented to by Landlord, Landlord shall have the right, after notice to Tenant, to install supplementary air conditioning
facilities in the Premises or otherwise modify the ventilating and air conditioning system serving the Premises, and the cost of
such facilities and modifications shall be borne by Tenant and Tenant shall also pay as additional rent the cost of providing all
heating, ventilation and air conditioning energy to the Premises required by such heat generating equipment or lighting. If Tenant
installs lighting requiring power in excess of that required for normal office use in the Building or if Tenant installs equipment
requiring power in excess of that required for standard office equipment or copying equipment, Tenant shall pay for the cost of
such excess power as additional rent, together with the cost of installing any additional facilities that may be necessary to furnish
such excess power to the Premises. If Tenant uses utilities in excess of that required for normal office use as described above
or HVAC during periods other than Normal Office Hours, Landlord may, at Landlord's option, separately meter all or a portion of
the Premises at Tenant's expense to measure such excess usage.


 


13.      ALTERATION.


 


(a)       Tenant
shall make no alterations, improvements or additions in or to the Premises or any part thereof (individually and
collectively, “Alterations”) without giving Landlord prior notice of the proposed Alterations and
obtaining Landlord's prior consent thereto, which consent, except as hereinafter provided, shall not be unreasonably withheld
or delayed; provided, however, Landlord may withhold its consent in its sole discretion if any proposed Alterations would
adversely affect any of the structural elements of the Building, the Building's electrical, plumbing, heating,
telecommunications, mechanical or life safety systems. Any and all work by Tenant shall be performed only by contractors
approved by Landlord and, where the prior consent of Landlord is required, upon the approval by Landlord of fully detailed
and dimensioned plans and specifications pertaining to the work in question, to be prepared and submitted by Tenant at its
sole cost and expense. The contractor or person selected to make such Alterations shall at all times be subject to Landlord's
control while in the Building. Upon substantial completion of any Alterations, Tenant shall deliver to Landlord three (3)
sets of "as built" plans covering said Alterations and a copy of the final building permit for the work signed off
as approved by the appropriate building inspector.


 






    	 	9	 



     


    

 


(b)       Tenant
shall at its sole expense obtain all necessary approvals and permits pertaining to any Alterations. Tenant shall be responsible
for any additional alterations and improvements required by law to be made by Landlord to or in the Building as a result of any
alterations, additions or improvements to the Premises made by or for Tenant. All alterations, additions, fixtures (other than
trade fixtures) and improvements, including, but not limited to carpeting, other floor coverings, built-in shelving, bookcases,
paneling and built-in security systems (excluding any leased system) made in or upon the Premises either by or for Tenant and affixed
to or forming a part of the Premises, shall immediately upon installation become Landlord's property free and clear of all liens
and encumbrances. If requested by Landlord at the time Landlord approves of the installation or construction of said alteration,
addition or improvement, upon the expiration or any sooner termination of this Lease, Tenant shall remove or cause to be removed
at its expense any and all alterations, additions, and improvements made in or upon the Premises during the term of this Lease
by or for Tenant. Tenant shall repair any damage to the Premises or the Building caused by or in connection with the removal of
any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, movable partitions
or permanent improvements or additions, including without limitation, repairing the floor and patching and painting the walls where
required by Landlord to Landlord's reasonable satisfaction, but excluding any damage caused by reasonable use.


 


(c)       Tenant
shall keep the Premises and the Building free from any mechanics' liens, vendors liens or any other liens arising out of any work
performed, materials furnished or obligations incurred by Tenant, and agrees to defend, indemnify and hold harmless Landlord from
and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys' fees incurred by Landlord
in connection with any such claim or action. Before commencing any work or alteration, addition or improvement to the Premises,
Tenant shall give Landlord at least ten (10) business days' notice of the proposed commencement of work (to afford Landlord an
opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises
or the Building or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials
furnished or obligations incurred by Tenant and such claim or lien shall not be removed, bonded over or discharged by Tenant within
ten (10) days of notice from Landlord, Landlord shall have the right but not the obligation to pay and discharge said lien by bond
or otherwise without regard to whether such lien shall be lawful or correct. Any reasonable costs, including attorney's fees incurred
by Landlord, shall be paid by Tenant within ten (10) days after demand by Landlord.


 


(d)       Before
any Alterations or construction with respect thereto are undertaken by or on behalf of Tenant, Tenant shall provide Landlord with
certificates of insurance evidencing the maintenance in effect by Tenant (or Tenant shall require any contractor performing work
on the Premises to carry and maintain, at no expense to Landlord) of workers’ compensation insurance as required by the jurisdiction
in which the Building is located, All Risk Builder's Risk insurance in the amount of the replacement cost of any alterations, additions
or improvements (or such other amount reasonably required by Landlord) and Commercial General Liability insurance (including, without
limitation, Contractor's Liability coverage, Contractual Liability coverage and Completed Operations coverage) written on an occurrence
basis with a minimum combined single limit of Two Million Dollars ($2,000,000.00) and adding the "Owner(s) of the Building
and its (or their) respective members, principals, beneficiaries, partners, officers, directors, employees, agents (and their respective
members and principals) and mortgagee(s)" (and any other designees of Landlord as the interest of such designees shall appear)
as additional insureds on an ISO form 20 10 11 85 endorsement or equivalent.


 


(e)       Tenant
shall pay to Landlord a project administration fee equal to five percent (5%) of the cost of any Alterations to compensate Landlord
for the administrative costs incurred and the Building services provided by Landlord in connection with Tenant's the work.


 






    	 	10	 



     


    

 


14.      INDEMNIFICATION,
EXCULPATION AND INSURANCE.


 


(a)       Except
as set forth in this Agreement, Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, its
managers, members and agents and their respective members, managers and employees (collectively, "Landlord's Parties"),
for any damage to or loss or theft of any property or for any bodily or personal injury, illness or death of any person in, on
or about the Premises or the Building arising at any time and from any cause whatsoever. In no event shall Landlord be liable for
any consequential or punitive damages (including, but not limited to, damage or injury to persons, property and the conduct of
Tenant's business and any loss of revenue therefrom).


 


(b)       Tenant
shall indemnify and defend Landlord and Landlord's Parties against and hold Landlord and Landlord's Parties harmless from all claims,
demands, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees and disbursements, arising from
or related to any use or occupancy of the Premises, or any condition of the Premises, or any default in the performance of Tenant's
obligations, or any damage to any property (including property of employees and invitees of Tenant) or any bodily or personal injury,
illness or death of any person (including employees and invitees of Tenant) occurring in, on or about the Premises or any part
thereof arising at any time and from any cause whatsoever (except to the extent caused by the gross negligence or willful misconduct
of Landlord) or occurring in, on or about any part of the Building other than the Premises when such damage, bodily or personal
injury, illness or death is caused by any act or omission of Tenant or its agents, officers, employees, contractors, invitees or
licensees. This Section 14(b) shall survive the termination of this Lease with respect to any damage, bodily or personal injury,
illness or death occurring prior to such termination.


 


(c)       Tenant
shall, at all times during the Term of this Lease and at Tenant's sole cost and expense, obtain and keep in force workers' compensation
insurance as required by law, including an employers' liability endorsement; business interruption insurance in an amount equal
to all rent payable under this Lease for a period of twelve (12) months (at the then current rent charged); and commercial general
liability insurance, including contractual liability (specifically covering this Lease), fire legal liability, and premises operations,
with a minimum combined single limit of Two Million Dollars ($2,000,000) per occurrence for bodily or personal injury to, illness
of, or death of persons and damage to property occurring in, on or about the Premises or the Building. Tenant shall, at Tenant's
sole cost and expense, be responsible for insuring Tenant's furniture, equipment, fixtures, computers, office machines and personal
property (“Tenant's Property”).


 


(d)       At
all times during the lease term and any extensions thereof, Landlord shall keep the Premises and Building insured against loss
or damage by fire and those risks normally included in the term "all risk," extended coverage, fire and casualty insurance,
including, without limitation, coverage for (i) flood, (ii) loss of rents and extra expense for twelve (12) months, including scheduled
rent increases, and (iii) fire damage legal liability form, including waiver of subrogation. The amount of such insurance shall
not be less than 100% of replacement cost. Insurance shall include a Building Ordinance and Increased Cost of Construction Endorsement
insuring the increased cost of reconstructing the Premises incurred due to the need to comply with applicable statutes, ordinances
and requirements of all municipal, state and federal authorities now in force, which or may be in force hereafter. During the Lease
Term, Landlord shall maintain a policy or policies of commercial general liability insurance naming Landlord (and such others as
designated by Landlord) against claims and liability for bodily injury, personal injury and property damage on our about the Premises
and Project, with combined single limit coverage in an amount reasonably determined by Landlord; provided that if such policy is
a blanket policy that covers properties (other than the Premises) owned by Landlord, only that portion allocable to the Project
shall be payable hereunder.


 






    	 	11	 



     


    

 


(e)       All insurance
required under this Section 14 and all renewals thereof shall be issued by insurance companies qualified to do business in
the State of California and reasonably acceptable to Landlord and with a current A. M. Best Rating of A-,VIII or better.
Liability amounts in excess of One Million Dollars ($1,000,000) may be carried under umbrella coverage policies. Each policy
shall have a deductible or deductibles, if any, which do not exceed Ten Thousand Dollars ($10,000) per occurrence. Each
policy shall expressly provide that the policy shall not be canceled or altered without thirty (30) days' prior written
notice to Landlord and shall remain in effect notwithstanding any such cancellation or alteration until such notice shall
have been given to Landlord and such period of thirty (30) days shall have expired. All liability insurance under this
Section 14 shall name Landlord, any lender having a security interest in the Building and any other parties designated by
Landlord as an additional insured, shall be primary and noncontributing with any insurance which may be carried by Landlord,
shall afford coverage for all claims based on any act, omission, event or condition that occurred or arose (or the onset of
which occurred or arose) during the policy period, and shall expressly provide that Landlord, although named as an insured,
shall nevertheless be entitled to recover under the policy for any loss, injury or damage to Landlord. Upon the issuance
thereof, Tenant shall deliver each such policy or a certified copy and a certificate thereof to Landlord for retention by
Landlord. If Tenant fails to insure or fails to furnish to Landlord upon notice to do so any such policy or certified copy
and certificate thereof as required, Landlord shall have the right from time to time to effect such insurance for the benefit
of Tenant or Landlord or both of them and all premiums paid by Landlord shall be payable by Tenant as additional rent on
demand. If, in the opinion of Landlord's insurance adviser, based on an increase in recovered liability claims generally, the
specified amounts of coverage are no longer adequate, within thirty (30) days following Landlord's request, such coverage
shall be appropriately increased.


 


(f)       Tenant
waives on behalf of itself and on behalf of all insurers under all policies of property, liability and other insurance (excluding
workers' compensation) now or hereafter carried by Tenant, or required to be carried under this Lease, insuring or covering the
Premises, or any portion or any contents thereof, or any operations therein, all rights of subrogation which any insurer might
otherwise, if at all, have to any claims of Tenant against Landlord. Landlord waives on behalf of itself and on behalf of all insurers
under all policies of property, liability and other insurance (excluding workers' compensation) now or hereafter carried by Landlord,
insuring or covering the Building or any portion or any contents thereof, or any operations therein, all rights of subrogation
which any insurer might otherwise, if at all, have to any claims of Landlord against Tenant. Tenant shall, prior to or immediately
after the date of this Lease, procure from each of the insurers under all policies of property, liability and other insurance (excluding
workers' compensation) now or hereafter carried by Tenant insuring or covering the Premises, or any portion or any contents thereof,
or any operations therein, a waiver of all rights of subrogation which the insurer might otherwise, if at all, have to any claims
of Tenant against Landlord as required by this Section 14.


 


(g)       Notwithstanding
anything contained in this Agreement or Section 14, Tenant's duty to indemnify and hold Landlord harmless shall not apply to any
liability, claims, loss or damages arising from Landlord's negligence or willful act of misconduct.


 


15.      DESTRUCTION.


 


(a)       Partial
Damage – Insured. If the Premises or the Building are damaged by a risk covered under fire and extended coverage insurance,
or other insurance carried by Landlord, then Landlord shall restore such damage, provided insurance proceeds are available to Landlord
to pay the cost of restoration, and provided that in the opinion of a licensed architect or engineer appointed by Landlord, such
restoration by Landlord can be completed within twelve (12) months after the date of the damage. Landlord shall use good faith
efforts to assure that such written opinion shall be delivered to Tenant within sixty (60) days of the date of the damage. In such
event, this Lease shall continue in full force and effect, except that Tenant shall be entitled to an equitable reduction of Base
Rent and Tenant's percentage share of increased Operating Expenses and Property Taxes from the date of the damage, such reduction
to be based upon the extent to which the damage or restoration efforts materially interfere with Tenant's access to or use of the
Premises.


 


(b)       Partial Damage
– Uninsured. If the Premises or the Building are damaged by a risk not covered by any insurance carried by Landlord,
which will cost more than $50,000 to repair, or if the restoration cannot be completed within twelve (12) months after the date
of the damage in the written opinion of the licensed architect or engineer appointed by Landlord, delivered to Tenant as soon
as possible after the date of damage, either Landlord or Tenant may terminate this Lease as of a date to be specified in such
notice, which date shall be not less than thirty (30) nor more than sixty (60) days after the giving of such notice, with Rent
to be equitably reduced from the date of the damage as provided in Section (a). If such notice is given, this Lease shall expire
and any interest of Tenant in the Premises shall terminate on the date specified in such notice. The Base Rent and Tenant's percentage
share of increases in Operating Expenses and Property Taxes during the period prior to the termination shall be reduced as provided
in Section (a) and paid up through the date of termination, respectively, of such notice. If neither party terminates this Lease
as aforesaid, provided that insurance proceeds are available to fund the cost of such work, including professional and permit
fees and other costs, Landlord shall repair or restore such damage, with this Lease continuing in full force and effect, with
the Base Rent and Tenant's Share of Increased Operating Costs to be equitably reduced from the date of damage as provided in Section
(a).


 






    	 	12	 



     


    

 


(c)       Total
Destruction. If the Premises are totally destroyed or in the opinion of a licensed architect or engineer appointed by Landlord,
such restoration by Landlord cannot be completed within twelve (12) months after the date of the damage under applicable laws and
regulations, notwithstanding the availability of insurance proceeds, then at the option of either Landlord or Tenant, by notice
to the other, this Lease shall be terminated effective as of the date of the damage.


 


(d)       Landlord’s
Obligations. Any restoration by Landlord pursuant to Sections (a) or (b) shall be commenced as soon as reasonably possible
after the date of damage (as determined by Landlord's architect or engineer) and prosecuted diligently to completion at the earliest
possible date. Landlord shall not be required to carry insurance of any kind on Tenant's property and shall not be required to
repair any injury or damage thereto by fire or other causes, or to make any restoration or replacement of any paneling, decorations,
partitions, ceilings, floor covering, office fixtures or any other improvements or property installed in the Premises by or at
the direct or indirect expense of Tenant. Tenant shall have no claim against Landlord for any loss suffered by reason of any such
damage, destruction, repair or restoration. Notwithstanding anything to the contrary contained in this Section 15, Landlord shall
have no obligation to repair, reconstruct or restore the Premises with respect to damage or destruction which will cost in excess
of One Hundred Thousand Dollars ($100,000.00) as described in this Section 15 occurring during the last twelve (12) months of the
Term.


 


(e)       Waiver
by Tenant. Tenant shall have no right to terminate this Lease as a result of any statutory provisions now or hereafter in effect
pertaining to the damage and destruction of the Premises or the Building, except as expressly provided herein, and Tenant expressly
waives the provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to any damage or destruction of the Premises.
In respect to any partial destruction which Landlord is obligated to repair or may elect to repair under the terms of this Section,
Tenant waives the provisions of California Civil Code Sections 1932(2) and 1933(4). In the event that any portion of the Building
other than the Premises is destroyed to the extent of twenty percent (20%) or more of the replacement cost of the Building, Landlord
may elect to terminate this Lease, whether the Premises be injured or not. A total destruction of the Building shall terminate
this Lease.


 


16.      ENTRY.


 


(a)       Landlord
and its agents shall have the right to enter into and upon the Premises at all reasonable times for the purpose of inspecting the
same, protecting Landlord's reversion, making repairs, alterations or additions to the Premises or to any other portion of the
Building, and for providing any service provided by Landlord to Tenant hereunder, including engineering maintenance, window cleaning
and janitorial service, without any rebate of rent to Tenant for any loss of occupancy or quiet enjoyment of the Premises, or damage,
injury or inconvenience thereby occasioned, and shall permit Landlord at any time to bring upon the Premises, for purposes of inspection
or display to actual or prospective lenders, purchasers and tenants.


 


(b)       With
respect to Landlord's right to enter the Leased Premises to show the Leased Premises to prospective tenants, Landlord or its agents
shall (i) only show the Leased Premises during Tenant's regular business hours, or other hours arranged for in advance; (ii) use
commercially reasonable efforts to provide Tenant with 24 hours prior notice, (iii) require prospective tenants or other third
parties to sign-in with Tenant's receptionist and request (on behalf of Tenant) that such prospective tenant or other third party
sign a Non-Disclosure Agreement in the form attached hereto as Exhibit D prior to entering the Leased Premises (however, if a prospective
tenant or other third party declines to sign the Non-Disclosure Agreement, it shall not preclude such party from entering and touring
the Leased Premises), and (iv) inform prospective tenants or other third parties of the confidential nature of Tenant's business
and to act with due care.


 






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17.      EVENTS OF DEFAULT.


 


(a)       The
occurrence of any one or more of the following events (each, an “Event of Default”) shall constitute a breach
of this Lease by Tenant: (i) if Tenant shall fail to pay any rent due under this Lease as and when due and payable; provided that
one (1) time during any calendar year period, it shall not be an Event of Default if Tenant fails to make such payment when due
but does make such payment within five (5) business days after notice from Landlord to Tenant; or (ii) if Tenant shall fail to
perform or observe any other provision of this Lease (except as otherwise provided in this Section) to be performed or observed
by Tenant, such failure shall continue for more than fifteen (15) days after notice thereof from Landlord, and Tenant shall not
within such period commence with due diligence and dispatch the curing of such default, or, having so commenced, thereafter shall
fail to prosecute and complete with due diligence the curing of such default within sixty (60) days following Landlord's notice;
or (iii) any assignment or subletting in violation of the terms of this Lease; or (iv) the failure of Tenant to maintain insurance
coverages required by this Lease and/or to provide evidence of such coverages within three (3) business days after request therefor
from Landlord; or (v) if Tenant shall make a general assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent (which
is not dismissed within 90 days) or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or shall
fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent
to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or any material part of its property; or (vi)
the taking of any action leading to, or the actual dissolution or liquidation of Tenant, if Tenant is other than an individual;
or (vii) if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, such
proceeding shall not have been dismissed as if, within ninety (90) days after the appointment without the consent or acquiescent
of Tenant, of any trustee, receiver or liquidator of Tenant or of any material part of its properties, such appointment shall not
have been vacated; or (viii) if this Lease or any estate of Tenant hereunder shall be levied upon under any attachment or execution
and such attachment or execution is not vacated within thirty (30) days.


 


(b)       Any
notice required to be given by Landlord under this Lease shall, in each case, be in lieu of, and not in addition to, any notice
required to be given under California Code of Civil Procedure sections 1161 through 1162, or any other applicable unlawful detainer
statutes, to the extent the substance thereof is given in compliance therewith and the notice is served as provided in this Lease,
and any time periods provided under such statutes shall run concurrently with the time periods contained in any notice provided
under this Lease .


 


18.      TERMINATION UPON
DEFAULT.


 


Upon the occurrence
of an Event of Default, Landlord in its sole discretion may elect to declare a forfeiture of this Lease as provided in
Section 1161 of the California Code of Civil Procedure, and provided that Landlord's notice states such an election, Tenant's
right to possession shall terminate and this Lease shall terminate, unless on or before the date specified in such notice all
arrears of rent and all other sums payable by Tenant under this Lease, and all costs and expenses incurred by or on behalf of
Landlord hereunder, including attorneys' fees, incurred in connection with such default, shall have been paid by Tenant and
all other breaches of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of
Landlord. Upon such termination, Landlord may recover from Tenant (a) the worth at the time of award of the unpaid rent which
had been earned at the time of termination; (b) 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 rent loss that Tenant proves
could reasonably have been avoided; (c) 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 rent loss that Tenant proves could be reasonably avoided; and
(d) 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 therefrom. The
"worth at the time of award" of the amount referred to in clauses (a) and (b) above is computed by allowing
interest at the discount rate of the Federal Reserve Bank of San Francisco plus 5% per annum at date of termination, but in
no event in excess of the maximum rate of interest permitted by law. The worth at the time of award of the amount referred to
in clause (c) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco
at the time of award plus 1%. For the purpose of determining unpaid rent under clause (c) above, the monthly rent reserved in
this Lease shall be deemed to be the sum of the Base Rent and the amounts last payable by Tenant as reimbursement of expenses
pursuant to Sections 5(a)(ii) and (iii) hereof for the calendar year in which Landlord terminated this Lease as provided
herein.


 






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19.      CONTINUATION AFTER
DEFAULT.


 


Even though Tenant has
breached this Lease and/or abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate
Tenant's right to possession as provided in Section 18 hereof, and Landlord may enforce all its rights and remedies under this
Lease, including the right to recover rent as it becomes due under this Lease. In such event, Landlord may exercise all of the
rights and remedies of a landlord under Section 1951.4 of the California Civil Code (which provides that a landlord may continue
a lease in effect after a tenant's breach and abandonment and recover rent as it becomes due, if the tenant has the right to sublet
or assign, subject only to reasonable limitations), or any successor statute. Acts of maintenance or preservation or efforts to
relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord's interest under this Lease
shall not constitute a termination of Tenant's right to possession. If a receiver is appointed at the instance of Landlord in any
action against Tenant, the receiver may, if it is necessary or convenient in order to collect rents and profits, conduct the business
of Tenant then being carried on in the Premises, and may take possession of any personal property belonging to Tenant and used
in the conduct of such business and may use the same in conducting such business.


 


20.      OTHER RELIEF.


 


(a)       In
the event of re-entry or taking possession of the Premises, Landlord shall have the right but not the obligation to remove all
or any part of the trade fixtures, furnishings, equipment and personal property located in the Premises and to place the same in
storage at a public warehouse at the expense and risk of Tenant or to sell such property in accordance with applicable law. The
remedies provided for in this Lease are in addition to any other remedies available to Landlord at law or in equity, by statute
or otherwise.


 


(b)       Tenant
hereby waives all rights under California Code of Civil Procedure Section 1179 and California Civil Code Section 3275 providing
for relief from forfeiture and any other right now or hereafter existing to redeem the Premises or reinstate this Lease after termination
pursuant to this Section 20 or by order or judgment of any court or by any legal process


 


(c)       In
addition to the foregoing remedies for events of default, Landlord is entitled to reimbursement of all of Landlord's fees, expenses
and damages, including, but not limited to, reasonable attorneys’ fees and paralegal and other professional fees and expenses,
including expert witness or appraisal fees and expenses, that Landlord incurs in connection with protecting its interests in any
bankruptcy or insolvency proceeding involving Tenant including, without limitation, any proceeding under the Bankruptcy Code; by
exercising and advocating rights under Section 365 of the Bankruptcy Code; by proposing a plan of reorganization and objecting
to competing plans; and by filing motions for relief from stay. Such fees and expenses are payable on demand, or, in any event,
upon assumption or rejection of this Lease in bankruptcy.


 


21.      LANDLORD'S RIGHT
TO CURE DEFAULT.


 


All agreements and provisions
to be performed by Tenant under any of the terms of this Lease shall be at its sole cost and expense and without abatement of rent.
If Tenant shall fail to pay any sum of money, other than rent, required to be paid by it hereunder or shall fail to perform any
other act on its part to be performed hereunder and such failure shall not be cured, Landlord may, but shall not be obligated to
so do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other
act on Tenant's part to be made or performed as provided in this Lease. All sums so paid by Landlord and all necessary incidental
costs shall be deemed additional rent hereunder and shall be payable to Landlord on demand.


 






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22.      ATTORNEY'S FEES.


 


If as a result of any
breach or default on the part of Tenant under this Lease Landlord uses the services of an attorney in order to secure compliance
with this Lease, Tenant shall reimburse Landlord upon demand as additional rent for any and all attorneys' fees and expenses incurred
by Landlord (up to maximum amount of $2500), whether or not formal legal proceedings are instituted. Should either party bring
an action against the other party, by reason of or alleging the failure of the other party to comply with any or all of its obligations
hereunder, whether for declaratory or other relief, then the party which prevails in such action shall be entitled to its reasonable
attorneys' fees and expenses related to such action, in addition to all other recovery or relief. A party shall be deemed to have
prevailed in any such action (without limiting the generality of the foregoing) if such action is dismissed upon the payment by
the other party of the sums allegedly due or the performance of obligations allegedly not complied with, or if such party obtains
substantially the relief sought by it in the actions, irrespective of whether such action is prosecuted to judgment.


 


23.      NO WAIVER.


 


Landlord's failure to
take advantage of any default or breach of covenant on the part of Tenant shall not be, or be construed as a waiver thereof, nor
shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed
to waive or to lessen the right of Landlord to insist upon the performance by Tenant of any term, covenant or condition hereof,
or to exercise any rights given him on account of any such default. A waiver of a particular breach or default shall not be deemed
to be a waiver of the same or any other subsequent breach or default. The acceptance of rent hereunder shall not be, nor be construed
to be, a waiver of any breach of any term, covenant or condition of this Lease.


 


24.      NOTICES.


 


All notices, consents,
demands and other communications from one party to the other given pursuant to the terms of this Lease shall be in writing and
shall be deemed to have been fully given when deposited in the United States mail, certified or registered, postage prepaid, or
delivered by a generally recognized overnight courier service, charges prepaid, and addressed as follows: to Tenant or Landlord
at their respective addresses specified in the Basic Lease Information or to such other place as Tenant or Landlord may
from time to time designate in a notice to the other party; or, in the case of Tenant, delivered to Tenant at the Premises. Failure
to accept delivery shall be deemed to constitute receipt. Tenant hereby appoints as its agent to receive the service of all default
notices and notice of commencement of unlawful detainer proceedings the person in charge of or apparently in charge of or occupying
the Premises at the time, and, if there is not such person, then such service may be made by attaching the same on the maintenance
of the Premises and such service shall be effective for all purposes under this Lease.


 


25.      EMINENT DOMAIN.


 


If all or any part of
the Premises shall be taken as a result of the exercise of the power of eminent domain or agreement in lieu thereof, this Lease
shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, Landlord shall have the
right to terminate this Lease as to the balance of the Premises by giving notice to Tenant within sixty (60) days after such date.
Tenant waives the provisions of California Code of Civil Procedure Section 1265.130 relating to a lease termination from a partial
taking. In the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent, awards, or interest
therein which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any
unexpired Term of this Lease or otherwise. In the event of a partial taking of the Premises which does not result in a termination
of this Lease, the Base Rent thereafter to be paid shall be equitably reduced. If all or any part of the Building shall be taken
as a result of the exercise of the power of eminent domain, Landlord shall have the right to terminate this Lease by giving notice
to Tenant within sixty (60) days after the date of taking.


 






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26.      LATE CHARGE.


 


Tenant shall pay a
late charge of ten percent (10%) of the amounts not paid when due and such amounts shall bear interest from the date due
until paid in full at the lesser of: (a) the "prime" rate as reported from time to time in the Wall Street
Journal or other national financial daily news source plus four percent (4%) per annum; or (b) the maximum rate permitted
under applicable usury law; provided that interest shall not be payable on late charges incurred by Tenant. Notwithstanding
the above, once per year, the late charge will not apply in the event Tenant does not pay amounts when due but does pay
within five (5) days after notice from Landlord that such amounts are past due. Tenant acknowledges that late payment by
Tenant to Landlord of such rent or other payments will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of such costs being extremely difficult and impracticable to fix. The parties agree that this late charge
represents a fair and reasonable estimate of Landlord's costs to be incurred by reason of Tenant's late payment. This Section
does not relieve Tenant from its obligation to pay rent or other payments when due. Acceptance of any late charge shall not
constitute a waiver of Tenant's default with respect to the overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies available to Landlord.


 


27.      ESTOPPEL CERTIFICATE AND FINANCIAL INFORMATION.


 


(a)       Within
ten (10) days after notice from Landlord, Tenant shall execute and deliver to Landlord, in recordable form, a certificate stating
(i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full
force and effect, as modified, and stating the date and nature of each modification), (ii) the date, if any, to which rental and
other sums payable hereunder have been paid, (iii) that no notice has been received by Tenant of any default which has not been
cured, except as to defaults specified in said certificate and (iv) such other matters as may be reasonably requested by Landlord.
Failure to deliver such certificate within such ten (10) day period shall be conclusive upon Tenant for the benefit of Landlord
and any successor to Landlord, that this Lease is in full force and effect and has not been modified except as may be represented
by Landlord.


 


(b)       Tenant
shall deliver to Landlord within ten (10) days following Landlord's request, complete and accurate financial statements of Tenant
covering a period ending not more than one hundred twenty (120) days prior to Landlord's request. Such statements shall be prepared
in accordance with generally accepted accounting principles, to the extent applicable to Tenant's business, consistently applied,
and shall be certified as accurate and complete by an independent certified public accountant. All such financial statements shall
be received by Landlord in confidence and may only be disclosed by Landlord to its current and/or prospective lenders and/or purchasers
who shall also be instructed to maintain such information in confidence.


 


28.      SURRENDER.


 


Tenant shall surrender
the Premises at the termination of the tenancy herein created broom clean, and in the same condition as herein agreed they have
been received, reasonable use and wear thereof and damage by the act of God or by the elements excepted. The voluntary or other
surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall at the option of Landlord,
terminate all of any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any
or all such subleases or subtenancies. At the expiration or sooner termination of this Lease, Tenant shall remove or cause to be
removed at its sole expense all of Tenant's personal property, furniture and equipment, including telephone and data processing
lines, and all Alterations required by Landlord in accordance with Section 13 hereof. Tenant shall repair at its expense all damage
to the Premises and the Building caused by the removal of any of the items provided herein. Tenant obligations under this Section
shall survive the termination of this Lease.


 


29.      HOLDING OVER.


 


If, without
objection by Landlord, Tenant holds possession of the Premises after expiration of the Term of this Lease, Tenant shall
become a tenant from month to month upon the terms herein specified but at a Base Rent equal to one hundred fifty percent
(150%) of the Base Rent in effect at the expiration of the Term of this Lease, payable in advance on or before the first day
of each month. Failure of Tenant to deliver possession of Suite 101 to Landlord on or before the expiration date of the Lease
as to Suite 101, in the condition required under this Lease, shall be deemed to constitute Tenant holding over in Suite 101
and subject to the provisions of this Section 29. Such month-to-month tenancy may be terminated by either Landlord or Tenant
by giving thirty (30) days' notice of termination to the other at any time. If Tenant fails to surrender the Premises upon
the expiration or termination of this Lease except as hereinabove provided, Tenant hereby indemnifies and agrees to hold
Landlord harmless from all costs, loss, expense or liability, including without limitation, costs, real estate brokers claims
and attorneys' fees, arising out of or in connection with any delay by Tenant in surrendering and vacating the Premises,
including, without limitation, any claims made by any succeeding tenant based on any delay and any liabilities arising out of
or in connection with these claims. Nothing in this Section shall be deemed to permit Tenant to retain possession of the
Premises after the expiration or sooner termination of the Lease Term.


 






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30.      FLOOR LOAD AND NOISE.


 


(a)       Tenant
shall not place a load upon any floor of the Premises which exceeds the floor load per square foot which such floor was designed
to carry. Landlord reserves the right to prescribe the weight and position of all safes, file and library systems and other heavy
installations which Tenant wishes to place in the Premises so as to properly distribute the weight thereof.


 


(b)       Business
machines and mechanical equipment belonging to Tenant which cause noise and/or vibration that may be transmitted to the structure
of the Building or to any leased space to such a degree as to be objectionable to Landlord or to any tenants in the Building shall
be placed and maintained by Tenant, at Tenant's expense, in settings of cork, rubber or spring-type noise and/or vibration eliminators
sufficient to eliminate vibration and/or noise.


 


31.      SUBORDINATION.


 


This Lease shall be subordinate
to any ground lease, mortgage, deed of trust, or any other hypothecation for security now or later placed upon the Building and
to any advances made on the security of it or Landlord's interest in it, and to all renewals, modifications, consolidations, replacements,
and extensions of it. However, if any mortgagee, trustee, or ground lessor elects to have this Lease prior to the lien of its mortgage
or deed of trust or prior to its ground lease, and gives notice of that to Tenant, this Lease shall be deemed prior to the mortgage,
deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of the mortgage, deed of trust, or ground
lease, or the date of recording of it. In the event any mortgage or deed of trust to which this Lease is subordinate is foreclosed
or a deed in lieu of foreclosure is given to the mortgagee or beneficiary, Tenant shall attorn to the purchaser at the foreclosure
sale or to the grantee under the deed in lieu of foreclosure. In the event of termination of any ground lease to which this Lease
is subordinate, Tenant shall attorn to the ground lessor. Tenant agrees to execute any documents, in form and substance reasonably
acceptable to Tenant, required to effectuate the subordination, to make this Lease prior to the lien of any mortgage or deed of
trust or ground lease, or to evidence the attornment.


 


32.      INABILITY TO PERFORM


 


Landlord shall not be
in default hereunder nor shall Landlord be liable to Tenant for any loss or damages if Landlord is unable to fulfill any of its
obligations, or is delayed in doing so, if the inability or delay is caused by reason of accidents, strike, labor troubles, acts
of God, or any other cause, whether similar or dissimilar, which is beyond the reasonable control of Landlord.


 


33.      CORPORATE AUTHORITY.


 


If Tenant is a corporation
or limited liability company, Tenant and each person executing this Lease on behalf of Tenant represents and warrants to Landlord
that (a) Tenant is duly incorporated or formed, as the case may be and validly existing under the laws of its state of incorporation
or formation, (b) Tenant is qualified to do business in California, (c) Tenant has the full right, power and authority to enter
into this Lease and to perform all of Tenant's obligations hereunder, and (d) each person signing this Lease on behalf of the corporation
or company is duly and validly authorized to do so. If Tenant is a partnership (whether a general or limited partnership), each
person executing this Lease on behalf of Tenant represents and warrants to Landlord that (i) he/she is a general partner of Tenant,
(ii) he/she is duly authorized to execute and deliver this Lease on behalf of Tenant, (iii) this Lease is binding on Tenant (and
each general partner of Tenant) in accordance with its terms, and (iv) each general partner of Tenant is personally liable for
the obligations of Tenant under this Lease.


 






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34.      TAXES
PAYABLE BY TENANT


 


In addition to all rent
and other charges to be paid by Tenant under the Lease, Tenant shall reimburse Landlord upon demand for all taxes, assessments,
excises, levies, fees and charges including all payments related to the cost of providing facilities or services, whether or not
now customary or within the contemplation of Landlord and Tenant, that are payable by Landlord and levied, assessed, charged, confirmed
or imposed by any public or government authority upon, or measured by, or reasonably attributable to (i) the cost or value of Tenant's
equipment, furniture, fixtures and other personal property located in the Premises or the cost or value of any leasehold improvements
made in or to the Premises by or for Tenant, regardless of whether title to such improvements is vested in Tenant or Landlord,
(ii) any rent payable under this Lease, including any gross income tax or excise tax levied by any public or government authority
with respect to the receipt of any such rent, (iii) the possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy by Tenant of the Premises, or (iv) this transaction or any document to which Tenant is a party creating or transferring
an interest or an estate in the Premises. Such taxes, assessments, excises, levies, fees and charges shall not include net income
(measured by the income of Landlord from all sources or from sources other than solely rent), franchise, documentary transfer,
inheritance or capital stock taxes of Landlord, unless levied or assessed against Landlord in whole or in part in lieu of, as a
substitute for, or as an addition to any such taxes, assessments, excises, levies, fees and charges.


 


35.      MISCELLANEOUS.


 


(a)       The
words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. Words used
in masculine gender include the feminine and neuter. If there be more than one Tenant, the obligations hereunder imposed on Tenant
shall be joint and several. Subject to the provisions hereof relating to assignment and subletting, this Lease is intended to and
does bind the heirs, executors, administrators, successors and assigns of any and all of the parties hereto. Time is of the essence
of this Lease.


 


(b)       There
are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements and understandings, if any, between Landlord and Tenant or displayed by Landlord
to Tenant with respect to the subject matter of this Lease or the Building. There are no representations between Landlord and Tenant
other than those contained in this Lease and all reliance with respect to any representations is based solely upon the terms of
this Lease.


 


(c)       Tenant
shall not use the name of the Building for any purpose other than as an address of the business to be conducted by Tenant in the
Premises.


 


(d)       Any
provision of this Lease which shall be held invalid, void or illegal shall in no way affect, impair or invalidate any of the other
provisions hereof and such other provisions shall remain in full force and effect.


 


(e)       No
right, remedy or election hereunder or at law or in equity shall be deemed exclusive but shall, wherever possible, be cumulative
with all other rights, remedies or elections.


 


(f)       This
Lease shall be governed by the laws of the State of California applicable to transactions to be performed wholly therein.


 


36.      BROKERS.


 


Tenant represents and
warrants to Landlord that Tenant has had no dealings with any broker, finder, or similar person who is or might be entitled to
a commission or other fee in connection with the execution of this Lease, except for Landlord's Broker and Tenant's Broker, if
any, as identified in the Basic Lease Information. Landlord and Tenant shall each indemnify, defend and hold the other harmless
from and against any and all claims and damages and for any and all costs and expenses (including reasonable attorneys' fees and
costs) resulting from claims that may be asserted against the other party by any broker, agent or finder not disclosed herein.


 






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37.      OPTION TO EXTEND


 


Tenant shall have one (1)
option (the “Option”) to extend the term of this Lease for a period of three (3) years, (an “Option
Period”), commencing upon the expiration of the initial Term of the Lease subject to the following conditions:


 


(a)       At
the time the Option is exercised, and as of the commencement of the Option Period: (i) this Lease shall be in full force and effect;
(ii) as of the giving of notice of exercise and as of the commencement of the Option Period there shall not be an Event of Default
under this Lease; (iii) Tenant shall not have assigned this Lease nor sublet any of the area of the Premise, The Option shall be
exercised, if at all, by notice (an “Option Notice”) given to Landlord not later than nine (9) months prior
to the then scheduled expiration of the Term.


 


(b)       If
the option is timely and effectively exercised, the Term shall be extended for the Option Period, upon all of the terms and conditions
of the Lease; provided, however, that the Base Rent during the Option Period shall be the then fair market rental value of the
Premises, as of the time of determination, calculated as described below. If fair market rental value is determined to include
periodic increases in Base Rent, then the Base Rent upon the commencement of the Option Period shall be the fair market rental
value, including any such periodic increases.


 


(c)       “Fair
market rental value” may include provisions for periodic increases in Base Rent and shall take into account, to the extent
relevant, the following factors: length of term, options, size, location and configuration of space, any leasehold improvements
(other than tenant improvements and/or alterations made to the Premises during the term of this Lease by Tenant or made to comparable
premises and paid for by the tenant thereof), free rent, tenant improvement allowances and other concessions and inducements, parking
and location, broker commission, quality and age of the Building and the Premises and that of comparable warehouse buildings and
comparable office space in the Emeryville. The Base Year for the Option Period shall be the first year of the Option Period.


 


(d)       Landlord
shall provide notice (“Landlord’s Rent Notice”) to Tenant of its determination of fair market rental value
not later than fifteen (15) days following the giving of Tenant's Option Notice. Tenant may dispute Landlord's determination by
notice to Landlord given within fifteen (15) days following the giving of Landlord's Rent Notice, in which event the parties shall
negotiate in good faith for up to fifteen (15) days to reach agreement. If Tenant does not timely give notice of such dispute,
then it shall be deemed to have accepted Landlord's determination. Pending resolution of any dispute or arbitration regarding Base
Rent Tenant shall pay Base Rent when due based upon Landlord's determination of fair market rental value, subject to retroactive
adjustment between the parties if the determination by arbitration is different from Landlord's determination.


 


(e)       If
by the end of the fifteen (15) day negotiation period the parties have not reached agreement regarding the fair market
rental value, then within ten (10) days after the expiration of the fifteen (15) day negotiation period, Landlord and Tenant
shall each appoint as an appraiser, a licensed real estate broker with at least ten (10) years of experience in leasing
office space in Emeryville and Oakland, and give notice of such appointment to the other. If either Landlord or Tenant shall
fail to appoint a broker within such ten (10) day period, then the single broker appointed shall be the sole appraiser agent
and determine the fair market rental value of the Premises. In the event each party appoints a broker, such brokers shall,
within thirty (30) days after the appointment of the last of them to be appointed, complete their determinations of fair
market rental value and simultaneously furnish the same to Landlord and Tenant. If the average annual fair market rental
value as determined by the low assessment does not vary from that determined by the higher assessment by more than ten
percent (10%) of the lower assessment, the fair market rental value shall be the average of the two valuations. If the
average annual fair market rental value as determined by the low assessment varies from the high assessment by more than ten
percent (10%) of the average annual amount determined by the low assessment, the two appraisers shall, within ten (10) days
after submission of the last assessment report, appoint a licensed real estate appraiser with at least fifteen (15) years'
experience appraising office buildings in Emeryville and Oakland. If the two initial brokers shall be unable to agree on the
selection of an appraiser in a timely manner then either Landlord or Tenant may request such appointment by the presiding
judge of the Superior Court of Alameda County. The appraiser agent shall, within thirty (30) days after appointment, after
reviewing the first two assessments and meeting with the brokers, select which of the determinations of the first two
assessments most nearly reflects the appraiser's determination of fair market rental value. Each of Landlord and Tenant shall
pay the fees of the broker it designates and all fees and costs incurred in connection with the determination of fair market
rental value by the appraiser, if any, shall be paid one half by Landlord and one half by Tenant. Promptly following the
determination of the fair market rental value, Tenant and Landlord shall enter into an amendment of this Lease extending
the term for the Option Period and setting forth the Base Rent for the Option Period. If upon the commencement of the Option
Period, the Base Rent has not yet been determined, then Tenant shall continue to pay the Base Rent in effect immediately
prior to the Option Period, subject to retroactive adjustment between the parties following the determination of Base
Rent.


 






    	 	20	 



     


    

 


38.      NO OFFER.


 


No contractual or other
rights shall exist between Landlord and Tenant with respect to the Premises until both have executed and delivered this Lease,
notwithstanding that rental deposits have been received by Landlord and notwithstanding that Landlord has delivered to Tenant an
unexecuted copy of this Lease. The submission of this Lease to Tenant shall be for examination purposes only, and does not and
shall not constitute a reservation of or any option for the Tenant to lease, or otherwise create any interest by Tenant in the
Premises or any other Premises situated in the Building. Execution of this Lease by Tenant and return to Landlord shall not be
binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Lease as of the date first above written.


 


	LANDLORD:	 	TENANT:
	 	 	 
	 	 	 	Sellpoints, Inc.,
	65th Street Development Company, LLC,	 	A Delaware corporation
	a California limited liability company	 	 	 
	 	 	 		
	By:	/s/ Felicia Woytak	 	By:	/s/ Brian
    O’Keefe
	 	Felicia Woytak	 	 	Its: Brian O’Keefe
	 	Its: Manager	 	 	 


 






    	 	21	 



     


    

 





 






     


     


    

 


EXHIBIT B


 


6550 VALLEJO STREET and 1150-1198 65TH
STREET BUILDING


 


1. As used in this
Lease, “Operating Expenses” shall mean, without duplication, all costs and expenses paid or incurred by
Landlord in connection with the ownership, management, operation, maintenance and repair of the Building, and in providing
services in accordance with this Lease, including the following: salaries, wages, other compensation, taxes and benefits
(including payroll, social security, workers' compensation, unemployment, disability and similar taxes and payments) for all
personnel engaged in the management, operation, maintenance or repair of the Building; uniforms provided to such personnel;
premiums and other charges for all property, earthquake, rental value, liability and other insurance carried by Landlord,
together with the amount of any deductible under such policy; water and sewer charges or fees to the extent not separately
metered or otherwise billable to Tenant; license, permit and inspection fees; electricity, chilled water, air conditioning,
gas, fuel, steam, heat, light, power and other utilities to the extent not separately metered or otherwise billable to
Tenant; sales, use and excise taxes on goods and services purchased by Landlord; telephone, delivery, postage, stationery
supplies and other expenses; management fees and expenses, provided that the cost of such services if provided by Landlord or
an affiliate of Landlord shall not exceed the fees that would customarily be paid to an independent management company;
equipment lease payments; repairs to and maintenance of the Building, including Building systems and accessories thereto and
repair and replacement of worn out or broken equipment, facilities, parts and installations, but excluding the replacement of
major Building systems; janitorial, window cleaning, security, guard, extermination, water treatment, garbage and waste
disposal, rubbish removal, plumbing and other services; inspection or service contracts for elevator, electrical, mechanical
and other Building equipment and systems; supplies, tools, materials and equipment; accounting, legal and other professional
fees and expenses (excluding legal fees, accounting, and other professional fees and expenses incurred by Landlord relating
to disputes with specific tenants or the negotiation, interpretation or enforcement of specific leases); painting the
exterior or the public or common areas of the Building and the cost of maintaining the sidewalks, landscaping and other
common areas of the Building; the cost, amortized over the useful life as reasonably determined by Landlord, according to
generally accepted accounting principles, of all furniture, fixtures, draperies, carpeting and personal property furnished by
Landlord in common areas or public corridors of the Building or in the Building office; all costs and expenses resulting from
compliance with any laws, ordinances, rules, regulations or orders applicable to the Building; Building office rent or rental
value for office space reasonably necessary for the proper management and operation of the Building; all costs and expenses
of contesting by appropriate legal proceedings any matter concerning managing, operating, maintaining or repairing the
Building, or the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building, or the
amount or validity of any Property Taxes; reasonable depreciation as determined by Landlord according to generally accepted
accounting principles on all machinery, fixtures and equipment (including window washing machinery) used in the management,
operation, maintenance or repair of the Building and on window coverings provided by Landlord; the cost, reasonably amortized
as determined by Landlord, according to generally accepted accounting principles, of all capital improvements made to the
Building or capital assets acquired by Landlord that are designed or intended to be a labor-saving or energy-saving device,
or improve economy or efficiency in the management, operation, maintenance or repair of the Building, or reduce any item of
Operating Expenses, or that are reasonably necessary to comply with any conservation program or required by any law,
ordinance, rule, regulation or order enacted after the Effective Date unless caused by Landlord's deliberate or negligent
violation of such law, rule or regulation; and such other usual costs and expenses which are paid by other landlords for the
on-site operation, servicing, maintenance and repair of comparable office buildings in the San Francisco Bay Area.
Notwithstanding anything contained in the Lease or the foregoing list of Operating Expenses, no expenses incurred for the
following shall be included in Operating Expenses for any Expense Year: Property Taxes, depreciation on the Building (except
as described above), costs of tenants' improvements (including permit, license and inspection fees), real estate brokers'
commissions, interest, payments of loan principal and expenses related to a financing or refinancing of the Building, the
cost of any asbestos abatement or removal activities other than conducted in connection with the installation of capital
improvements that are otherwise a permitted Operating Expense or other than in the course of ordinary maintenance and repair,
capital items (except as described above), the cost of services provided to tenants materially in excess of services
customarily provided to Tenant, whether or not Landlord is entitled to reimbursement therefor, or Landlord's legal costs and
expenses in connection with any lease dispute, or litigation with any tenant.


 






     


     


    

 


2.       Actual
Operating Expenses for the Base Year and each subsequent calendar year shall be adjusted, if necessary, to equal Landlord's reasonable
estimate of Operating Expenses for a full calendar year with the total area of the Building occupied during such full calendar
year; provided, however, Landlord shall not in any year collect in excess of one hundred percent (100%) of the actual Operating
Expenses paid or incurred by Landlord in any calendar year.


 


3.       Landlord
may determine some items of Property Taxes and Operating Expenses on a cash basis and other items on an accrual basis, so long
as such determination is consistently applied to the same item during all accounting periods. Landlord reserves the right to, in
good faith, establish classifications for the equitable allocation of Operating Expenses that are incurred for the direct benefit
of specific types of tenants or users in the Building (“Cost Pools”). Such Cost Pools may include, but shall
not be limited to, office, ground floor retail, and lower level basement, tenants of the Building. Landlord's determination of
such allocations in a manner consistent with the terms and conditions of this section shall be final and binding on Tenant. Tenant
acknowledges that the allocation of Operating Expenses among Cost Pools does not affect all Operating Expenses, and is limited
to specific items that are incurred or provided to tenants of Cost Pools which Landlord determines, in good faith, it would be
inequitable to share, in whole or in part, among tenants of other Cost Pools in the Building. Due to the differences in size and
nature of the office and warehouse portions of the Premises and the facilities and services provided thereto, Tenant shall be obligated
to pay Tenants' Percentage Office Share (as opposed to Tenant's Percentage Building Share) of Operating Expenses with respect to
the maintenance, repair, replacement and operation of the elevator and the heating, ventilating and air conditioning systems and
equipment serving the Building.


 


4.       As
used in this Lease, “Property Taxes” shall mean all taxes, assessments, excises, levies, fees and charges (and
any tax, assessment, excise, levy, fee or charge levied wholly or partly in lieu thereof or as a substitute therefor or as an addition
thereto) of every kind and description, general or special, ordinary or extraordinary, foreseen or unforeseen, secured or unsecured,
that are levied, assessed, charged, confirmed or imposed by any public or government authority on or against, or otherwise with
respect to, the Building or any part thereof or any personal property used in connection with the Building. If the Building is
not assessed on a fully completed basis for all or any part of the Base Year, until it is so assessed, Property Taxes for the Base
Year shall be established by multiplying Landlord's reasonable estimate of such assessed valuation by the applicable, tax rates
for the Base Year. Property Taxes shall not include net income (measured by the income of Landlord from all sources or from sources
other than solely rent), franchise, documentary transfer, inheritance or capital stock taxes of Landlord, unless levied or assessed
against Landlord in whole or in part in lieu of, as a substitute for, any Property Taxes. Property Taxes shall not include any
tax, assessment, excise, levy, fee or charge paid by Tenant pursuant to Section 34 of the Lease. If the Landlord obtains a reduction
or has obtained a reduction in Property Taxes for the Base Year, then such reduction will not reduce the amount for Property Taxes
being used for the Base Year or any comparison year thereafter. The Property taxes for the Base Year will be for a fully assessed
building.


 


All taxes, assessments,
excises, levies, fees and charges payable by Tenant under this Exhibit shall be deemed to be, and shall be paid as, additional
rent.


 






     


     


    

 


EXHIBIT C


 


RULES AND REGULATIONS OF THE


6550 VALLEJO STREET and 1150-1198 651.11
STREET BUILDING


 


COMMON AREAS 


 


The sidewalks, halls,
passages, exits, entrances, elevators and stairways of the Building shall not be obstructed by Tenant or used for any purpose other
than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators and stairways are not for the
general public and Landlord shall in all cases have the right to control and prevent access thereto of all persons (including,
without limitation, messengers or delivery personnel not wearing uniforms) whose presence in the judgment of Landlord would be
prejudicial to the safety, character, reputation or interests of the Building and its tenants. Neither Tenant, nor any agent, employee,
contractor, invitee, or licensee of Tenant, shall go upon the roof of the Building. Landlord shall have the right at any time,
without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change
the arrangement or location of entrances or passageways, doors or doorways, corridors, elevators, stairs, toilets and common areas
of the Building.


 


NO SMOKING INSIDE BUILDING NOR ON SIDEWALK OUTSIDE BUILDING


 


There shall be NO SMOKING in the Building.


 


Further, pursuant to the City of Emeryville's
Smoking Pollution Control Ordinance:


 


		1.	Smoking outside of the Building is prohibited within 25 feet from any operable entry way, window,
or vent into an enclosed area of the Building, except while actively passing on the way to another destination and without entering
or crossing any area in which smoking is prohibited. At the 6550 Vallejo Street Building, this ordinance prohibits smoking by employees
of any building tenant anywhere on the sidewalk along the office frontage on either Vallejo Street or 65th Street (all
of the windows on these sides are operable) and prohibits smoking on any deck or on the loading dock along 65th Street.



 


		2.	It is unlawful for any person to smoke in any area restricted by the provisions of the Smoking
Pollution Control Ordinance.



 


		3.	No Tenant shall knowingly or intentionally permit the presence or placement of ash receptacles,
such as, without limitation, ash trays or ash cans, within an area which is under their control.



 


		4.	For the full text of the City of Emeryville's Smoking Pollution Control Ordinance, see:



 


http://www.codepublishing.com/CA/emeryville/html/Emeryville05/Emeryville0529.h
tml#5-29.06


 


SIGNS


 


No sign, placard, picture,
name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed or otherwise displayed
by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt and furnish
to tenants general guidelines relating to signs inside the Building. Tenant agrees to conform to such guidelines. All approved
signs or lettering shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved by Landlord. Material
visible from outside the Building will not be permitted. Landlord will provide one directory signage listing at Landlord's sole
cost and expense at the directory sign in the main lobby of the Building. Any additional or subsequent directory signs shall be
at Tenant's sole cost and expense. Notwithstanding the foregoing, Tenant shall be permitted to install signage next to the Premises
entry door and on one exterior window with prior approval of Landlord not to be unreasonably withheld or delayed.


 


PROHIBITED ACTIVITIES 


 


The Premises shall
not be used for the storage of merchandise held for sale to the general public or for lodging. No cooking shall be done or
permitted on the Premises except that private use by Tenant of microwave ovens and/or Underwriters' Laboratory approved
equipment for brewing coffee, tea, hot chocolate and similar beverages will be permitted, provided that such use is in
accordance with all applicable federal, state and municipal laws, codes, ordinances, rules and regulations. Tenant shall not
use electricity for lighting, machines or equipment in excess of five (5) watts per square foot.


 






    	 	C-1	 



     


    

 


JANITORIAL SERVICE 


 


Tenant shall not employ
any person other than the janitor of Landlord for the purpose of cleaning the Premises unless otherwise agreed to by Landlord in
writing. Except with the written consent of Landlord, no persons other than those approved by Landlord shall be permitted to enter
the Building for the purpose of cleaning the Premises.


 


KEYS


 


Landlord will furnish
Tenant without charge with ten (10) keys to each suite door lock provided in the Premises by Landlord. Upon request of the Tenant,
Landlord will furnish Tenant with two (2) keys to interior office door locks if such locks are installed prior to Tenancy. Landlord
may make a reasonable charge for any additional keys. Tenant shall not have any such keys copied or any keys made. Tenant shall
not alter any lock or install a new or additional lock or any bolt on any door of the Premises. Tenant, upon the termination of
this Lease, shall deliver to Landlord all keys and all access cards or fobs to doors in the Building.


 


MOVING PROCEDURES 


 


Landlord shall designate
appropriate entrances for deliveries or other movement to or from the Premises of equipment, materials, supplies, furniture or
other property, and Tenant shall not use any other entrances for such purposes. All moves shall be scheduled and carried out during
non-business hours of the Building. All persons employed and means or methods used to move equipment, materials, supplies, furniture
or other property in or out of the Building must be approved by Landlord prior to any such movement. Landlord shall have the right
to prescribe the maximum weight, size and position of all equipment, materials, furniture or other property brought into the Building.
Heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary properly to distribute
the weight. Landlord will not be responsible for loss of or damage to any such property from any cause, and all damage done to
the Building by moving or maintaining such property shall be repaired at the expense of Tenant.


 


NO NUISANCES 


 


Tenant shall not use or
keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited
quantities thereof reasonably necessary for the operation or maintenance of office equipment. Tenant shall not use any method of
heating or air conditioning other than that supplied by Landlord. Tenant shall not use or keep or permit to be used or kept any
foul or noxious gas or substance in the Premises, or permit or suffer 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 or vibrations, or interfere in any way
with other tenants or those having business in the Building, nor shall any animals be brought or kept in the Premises or the Building.


 


CHANGE OF ADDRESS 


 


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


 


BUSINESS HOURS 


 


Landlord establishes the
hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, except generally recognized holidays (“business days”),
as reasonable and usual business hours for the purposes of this Lease. Janitorial services are provided between the hours of 6:00
p.m. and midnight on business days.


 






    	 	C-2	 



     


    

 


ACCESS TO BUILDING 


 


Landlord reserves
the right to exclude from the Building during the evening, night and early morning hours beginning at 6:00 p.m. and ending at
7:00 a.m. Monday through Friday, and at all hours on Saturdays, Sundays, union holidays and legal holidays, all persons who
do not present identification acceptable to Landlord. Tenant shall provide Landlord with a list of all persons authorized by
Tenant to enter the Premises and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be
liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of
invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord's opinion, Landlord
reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem
appropriate, including closing doors.


 


BUILDING DIRECTORY 


 


The directory of the Building
will be provided for the display of the name and location of Tenant. Landlord reserves the right to restrict the amount of directory
space utilized by Tenant. Landlord may make a reasonable charge for the replacement of directory slots/panels requested by Tenant.


 


WINDOW COVERINGS 


 


No curtains, draperies,
blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or used
in connection with any window of the Building without the prior written consent of Landlord. In any event, with the prior written
consent of Landlord, such items shall be installed on the office side of Landlord's standard window covering and shall in no way
be visible from the exterior of the Building. Tenant shall keep window coverings closed when the effect of sunlight (or the lack
thereof) would impose unnecessary loads on the Building's air conditioning systems.


 


FOOD AND BEVERAGES 


 


Tenant shall not obtain
for use in the Premises ice, drinking water, food, beverage, towel or other similar services, except at such reasonable hours and
under such reasonable regulations as may be established by Landlord.


 


PROCEDURES WHEN LEAVING 


 


Tenant shall ensure that
the doors of the Premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before Tenant
and its employees leave the Premises so as to prevent waste or damage. For any default or carelessness in this regard, Tenant shall
be liable and pay for all damage and injuries sustained by Landlord or other tenants or occupants of the Building. On multiple-tenancy
floors, Tenant shall keep the doors to the Building corridors closed at all times except for ingress and egress.


 


BATHROOMS 


 


The toilet rooms, toilets,
urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign
substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be paid by Tenant if caused by Tenant or its agents, employees, contractors, invitees or licensees.


 


NO ANTENNA 


 


Unless Tenant has obtained
the prior written consent of Landlord, Tenant shall not install any radio or television antenna, loudspeaker, or other device on
the roof or exterior walls of the Building. No television or radio or recorder shall be played in such a manner as to cause a nuisance
to any other tenant.


 


HANDTRUCKS, BICYCLES, VEHICLES 


 


There shall not be used
in any space, or in the public halls of the Building, either by Tenant or others, any hand trucks except those equipped with rubber
tires and side guards or such other material handling equipment as Landlord approves. No other vehicles of any kind, except as
hereinafter provided, shall be brought by Tenant into the Building or kept in or about the Premises. Bicycles are permitted in
the Building only in the areas designated by Landlord and only in accordance with rules and regulations adopted by Landlord for
bicycles and bicycle owners. In no event shall any bicycle be stored in any common area of the Building. Shoes with bicycle cleats
may not be worn in the Building.


 






    	 	C-3	 



     


    

 


TRASH REMOVAL


 


Tenant shall store all
its trash and garbage within the Premises. No material shall be placed in the trash boxes or receptacles if such material is of
such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of office building trash
and garbage in the city or county in which the Building is located without being in violation of any law or ordinance governing
such disposal. All garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and
at such times as Landlord shall designate. Tenant shall crush and flatten all boxes, cartons and containers. Tenant shall pay extra
charges for any unusual trash disposal.


 


NO SOLICITING


 


Canvassing, soliciting,
distribution of handbills or any other written material and peddling in the Building are prohibited, and Tenant shall cooperate
to prevent the same.


 


SERVICES 


 


The requirements of Tenant
will be attended to only upon application in writing at the office of the Building. Personnel of Landlord shall not perform any
work or do anything outside of their regular duties unless under special instructions from Landlord.


 


WAIVER


 


Landlord may waive any one or more of these
Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as
a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the tenants of the Building.


 


SUPPLEMENTAL TO LEASE 


 


These Rules and Regulations
are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the covenants of this Lease.
In the event of any conflict between these Rules and Regulations and the provisions of the Lease, the provisions of the Lease shall
control.


 


PARKING


 


For parking policies,
refer to 65th Street Development Company Policies for Parking Lot at 65th and Vallejo Streets.


 






    	 	C-4	 



     


    

 


EXHIBIT D


 


LIST OF FURNITURE 


 


[TBD UPON VACATION BY PRIOR TENANT]


 






    	 	D-1	 



     


    

 


65th Street Development Company Policies for


Parking Lot at 65th and Vallejo Streets (September 20, 2013)


 


		1.	Parking Lot for the Exclusive Use of Tenants: The parking lot is for the exclusive use of building tenants and their
authorized visitors. Each tenant has a designated number of parking spaces with their company name painted on the asphalt. Tenants
should not use spaces reserved for other tenants without specific written agreement (sublease, etc.). Unassigned spaces (those
without names of tenants) may be used by tenants displaying a parking permit on a first-come basis.



 


		2.	65th Street Not Responsible for Damage, Theft or Vandalism to Cars and Car Contents in the Parking Lot: Tenants use
the parking lot at their own risk. 65th Street Development Company is not responsible for damage, theft or vandalism to cars and
car contents in the parking lot. If there is an accident in the parking lot, or a dispute between car owners, it is the sole responsibility
of the car owner to handle any and all issues. Vandalism, damage or theft should be reported directly to the Emeryville Police.



 


		3.	Mandatory Permit System for Tenants: Each company with assigned parking spaces is responsible for determining how their
designated spaces are allotted to their employees and visitors. To assist in this process, 65th Street Development Company will
provide an initial supply of colored parking permits (hang tags for rearview mirrors) for distribution by each company through
their office manager. The permits for each company will be a distinct color. More tags are available through sign supply distributors
on the Web —but if you purchase more, make sure you use your company color.



 


Office managers must inform employees to use these
permits to identify vehicles that are authorized to park in company spaces. Universal use will assist all companies in knowing
if a vehicle is properly or improperly parked.


Do not assume, however,
that a vehicle is not an authorized vehicle for another tenant simply because a parking permit is not visible on the rearview
mirror. Each tenant is authorized to tow, but only cars that are parked in their assigned spaces.


Hang-tag permits are currently available for the following:


 


Affymetrix: Red permits

Social Arc: Green permits

SAM Labs: Purple permits

Sellpoints: Orange permits


 


		4.	Handicapped Parking: There are two handicapped parking places in the lot for employees of any company to use on a first-come
basis. Vehicles parked in these spaces must have a handicapped permit tag or handicapped parking permit visible on the visor or
rearview mirror. They should also display a parking permit for a building tenant. Vehicles parked in these spaces without handicapped
and building permits are subject to being towed.



 






    	65th Street Development Company Parking Policies (last updated June 28, 2013)	1



     


    

 


Note: the City of Emeryville allows cars with handicapped permits
to park in the green zone on 65th Street beyond the normal two-hour limit of this area.


 


		5.	Parking at Night: The parking privileges of tenants extend 24 hours per day — and so do the requirements to park
only in each company's designated places, even if the lot is not used by other companies at night. 65th Street Development Company
urges care when using the parking lot late at night. Employees who are concerned about safety should contact the Emeryville Police
Department who will investigate suspicious activity if it reported.



 


		6.	Compact Spaces: Some parking spaces are identified as "Compact." These spaces are sized to accommodate compact
vehicles. Please respect this designation. Parking large cars or trucks in compact spaces increases the risk of damage to your
own car and other cars in the lot.



 


		7.	Tenant Visitors and Guests: If tenant visitors or guests use the parking lot, they must park in the places designated
for the company that they are visiting. It is the responsibility of the company being visited to inform their guests of parking
policies. Tenants must ask their guests to use a parking permit hang-tag any time that they park in the lot.



 


		6.	Towing Cars: 65th Street Development Company has
designated Berry Brothers Towing & Transport, Inc. as its authorized towing company. Berry Brothers will be permitted to tow
vehicles inappropriately parked at the discretion of the individual tenants and subtenants who have been assigned spaces. It will
be up to a designated office manager for each tenant to call the towing company should vehicles need to be towed. All responsibility
for the decision to tow will rest with the office manager for the allocated spaces. A tenant must not authorize towing from
another tenant's leased parking spaces. It will be the sole responsibility of the vehicle owners to pay the fines and fees
associated with retrieving towed cars — there is no cost for towing for tenants.



 


		8.	Berry Brothers Procedure in Case of Tow: A person
(office manager) designated by 65th Street Development Company must sign for a vehicle to be removed from private property. The
designated person must meet the towing company in the parking lot to identify the vehicle and to sign the towing request. The
vehicle is then brought to the Berry Brothers' warehouse and entered into their system. Berry Brothers then reports the vehicle
tow to the Emeryville police department to let them know where the vehicle is being stored and to check that it is not stolen.
Once the vehicle owner is aware through either the tenant or the Emeryville police department that their vehicle has been towed,
they must go to the Berry Brothers office at 598 55th Street in Oakland. Berry Brothers only releases vehicles to the registered
or legal owners. If the person who comes for the vehicle is not the registered/legal owner, they are required to get a notarized
statement form the registered owner giving Berry Brothers permission to release the vehicle to a nonregistered owner.





 






    	65th Street Development Company Parking Policies (last updated June 28, 2013)	2



     


    

 


		9.	Towing Fees Paid by Vehicle Owner to Berry Brothers:
Berry Brothers charges the vehicle's owner a private property tow fee of $180. If the vehicle requires dollies/ gojo's to
remove it off private property, there is an additional $90 fee. Additionally, Berry Brothers charges a storage fee of $70 per
day. If the vehicle is picked up within 24 hours, the fee is only for one day of storage. After 24 hours, the fee is based on
calendar days —$70 per day. Berry Brothers accepts all major credit cards, debit cards and cash, but no personal checks.
Berry Brothers' normal business hours are Monday through Friday from 8 am to 5 pm. If a vehicle owner picks up their vehicle after
these hours or a weekend, an additional gate fee of $90 is applied to their balance owed. For any additional information about
towing or towed cars, contact Berry Brothers directly at 510-652-4655 or email Missy Berry at Missy Berry <missaysue@yahoo.com>.



 


		10.	Courtesy Notices to Mistakenly Parked Vehicles: Because
it is easy to imagine that an employee or visitor from one company might mistakenly park in the space of another tenant, 65th
Street Development Company urges caution in authorizing tows. It would be good practice, to see if a hang-tag parking permit for
another company is hanging from a mirror before towing. It is easier to handle that scenario with a friendly phone call (you can
call from the front door of 6550 Vallejo) to another company than through Berry Brothers. Additionally, for unidentifiable vehicles,
office managers may want to leave a courtesy note on a car the first time it is mistakenly parked (see below for sample courtesy
note). If an officer manager notes license plates of mistakenly parked vehicles, these can be sent to other tenants n the building
for identification and to spot repeat offenders who might be candidates for a tow.





 


Sample text for a courtesy notice:


 


Please by advised your vehicle has been parked in
a private parking lot in space leased by_______________. Your vehicle is subject to towing by Berry Brothers Towing &
Transport, Inc., in accordance with the regulations of the City of Emeryville.


 


Please do not park in the spaces designated for______________
unless you have received a parking permit and posted it on your rearview mirror.


 


Should your vehicle be towed, your vehicle will go to
the Berry Brothers' warehouse and entered into their system. Berry Brothers will then report the vehicle tow to the Emeryville
police department to let them know where the vehicle is being stored and to check that it is not stolen. You can call the Emeryville
police or Berry Brothers to find your vehicle. To retrieve your vehicle, you must go to the Berry Brothers office at 598 55th
Street in Oakland. Berry Brothers only releases vehicles to the registered or legal owners. If the person who comes for the vehicle
is not the registered/ legal owner, they are required to 


 






    	65th Street Development Company Parking Policies (last updated June 28, 2013)	3