Exhibit 10.27


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT is made and entered into
as of the 1st  day of June, 2014 (“Effective Date”), by and between At Glenwood, LLC, a Minnesota limited
liability company (the “Lessor”), and Tamble Inc, LLC, a Deleware S Corp (the “Tenant”).


 


WITNESSETH:


 


1.           PREMISES;
TERM; PARKING.


 


a.       Premises.
In consideration of the obligation of Tenant to pay Base Rent (as hereinafter defined), Additional Base Rent (as hereinafter defined),
Additional Rent (as hereinafter defined) and all other amounts payable by Tenant to Lessor hereunder (collectively, “Rent”),
and in consideration of the other terms, conditions, provisions and covenants hereof (individually a “Provision” and
collectively the “Provisions”), Lessor hereby demises and leases to Tenant, and Tenant hereby takes and leases from
Lessor, certain premises (the “Premises”) situated within the County of Hennepin, State of Minnesota, consisting of
3 separate Buildings and Land, which for purposes of this Lease shall conclusively be deemed to contain [70,000] square
feet of rentable space, of the Buildings commonly known as the At Glenwood Business Campus (the “Building”) located
at 225, 301 & 305 Thomas Ave N, Minneapolis, Minnesota 55405, which Building is situated upon the real property legally described
on Exhibit A hereto (together with the Building and the other improvements thereto, the “Project


 


b.       Term.
The term of this Lease shall commence on June 1, 2014 (the “Commencement Date”), and shall continue thereafter for
a term of sixty (60) months (hereinafter together with any agreed upon extension or renewal thereof called the “Lease Term”),
subject to earlier termination as set forth herein. Tenant agrees that Tenant’s possession of the Premises prior to the Commencement
Date shall be subject to all of the terms and conditions of this Lease other than the obligation to pay Base Rent and Additional
Rent.


 


2.           ACCEPTANCE
OF PREMISES. Tenant agrees that no representations respecting the condition, repair or suitably of the Premises for Tenant’s
use and no promises to decorate, alter, repair or improve the Premises, either before or after the execution of this Lease, have
been made by Lessor or its agents or employees unless they are contained in this Lease. In addition to and without limitation of
the immediately preceding sentence, Tenant agrees that it is leasing the Premises on an “AS-IS”, “WHERE IS”
and “WITH ALL FAULTS” basis, based upon its own judgment, and hereby disclaims any reliance upon any statement or representation
whatsoever made by Lessor which is not expressly set forth in this Lease. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE PREMISES,
THE PROJECT OR ANY PART THEREOF, EXPRESS OR IMPLIED, AND TENANT HEREBY RELEASES LESSOR FROM ANY LIABILITY FOR CONSEQUENCIAL DAMAGES
ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PREMISES, THE PROJECT OR ANY PART THEREOF.


 






     


     


    

 


3.           BASE
RENT.


 


a.           Base
Rent. Commencing on April 1, 2013, Tenant shall pay Lessor as annual base rent for the Premises (“Base Rent”) for
each year during the initial Lease Term, the sum of One Hundred Twenty Thousand and 00/100 Dollars ($120,000) (the “Annual
Base Rent”) in equal monthly installments of Ten Thousand and 00/100 Dollars ($10,000) each (the “Monthly Base Rent”).


 


b.           Payment
Terms. The Monthly Base Rent, Additional Base Rent and Additional Rent shall be payable in advance on the first day of each
month during the Lease Term in lawful money of the United States, to Lessor at 225 Thomas Ave North Minneapolis, Minnesota 55405,
or such other place as Lessor shall designate. All other amounts payable by Tenant to Lessor under this Lease, all of which shall
be deemed additional rent, shall be paid to the Lessor in lawful money of the United States at the foregoing address. Tenant’s
obligation to pay Rent is an independent covenant, and shall not be subject to any abatement, deduction, counterclaim, reduction,
setoff or defense of any kind whatsoever.


 


c.           Pro
Ration. In the event the Lease Term commences on a day other than the first day of a month, or terminates on a day other than
the last day of a month, or both, the Base Rent and Additional Rent, including any adjustments therein made in accordance with
this Lease, payable during such first or last month, shall be adjusted on a pro rata basis.


 


4.           TAX
COSTS AND OPERATING COSTS.


 


a.           Tax
Costs. In addition to Base Rent, Tenant shall, each year during the Lease Term, pay to Lessor as Additional Rent (as defined
below) and without any deductions, offsets or reductions whatsoever, all (i) Real Estate Taxes that are due and payable with respect
to the Buildings and Land filed with Registrar of Titles, Hennepin County, Minnesota) in such year, (ii) all Real Estate Taxes
that are included in the Common Area Costs and which are payable. Such payment by Tenant shall be paid at the same time as Monthly
Base Rent in equal monthly installments, as estimated by Lessor, representing 1 /12 of the Tax Costs due and payable in any
such year, which initially shall be estimated at a rate of $1.10 per square foot of rentable space in the Premises for year
2013 (“Base Tax Costs”).


 






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b.           Operating
Costs. In addition to Base Rent, Tenant shall, each year during the Lease Term, pay to Lessor as additional rent hereunder
and without any deductions, offsets or reductions whatsoever, except as specifically set forth in this Lease, all of the following
costs payable ;Common Area Costs, Elevator Capital Expenditures, Utility Facilities Costs, Building Exterior Costs, Roof Facilities
Costs, HVAC Unit Hoisting Charges, Insurance Costs, Trash Removal Costs, Property Management Fee, and other Contribution Costs
that are due and payable by Lessor during such year as the Owner (collectively, the “Operating Costs”). Such payment
by Tenant shall be paid at the same time as the monthly Base Rent in equal monthly installments, as estimated by Lessor, representing
1/12 of the Operating Costs for such year, which initially shall be estimated at the rate of $.75 per square foot of rentable space
in the Rentable Area for year 2014 (the “Base Operating Costs”).


 


In no event shall Operating Costs include
any of the following costs: (i) principal or interest payments on the loans secured by mortgages on the Project or any part thereof;
(ii) the cost of any special service provided to a tenant which is not provided generally to the other tenants; (iii) costs and
expenses incurred in connection with leasing space at the Project, including, without limitation, leasing commissions, advertising
expenses and legal fees for the preparation of leases; (iv) court costs and legal fees incurred to enforce the obligations of other
tenants; and (v) costs recoverable by Lessor pursuant to its insurance policies. Operating Costs shall also not include costs or
expenses of Lessor not directly related to the Project such as accounting fees, tax returns, income taxes and compensation paid
to officers, executives or partners of Lessor.


 


5.           ADJUSTMENTS
TO TAX COSTS AND OPERATING COSTS.


 


a.           Estimated
Tax Costs and Operating Costs. Prior to the commencement of the Lease Term and within 120 days after the expiration of each
ensuing calendar year, or as soon as is practicable thereafter, Lessor shall furnish Tenant with an estimate of the Tax Costs and
Operating Costs (collectively, “Additional Rent”), if such estimates are higher than the Base Tax Costs and Base Operating
Costs, respectively, for the then current calendar year, and the new monthly amount payable on the first day of each month during
the remainder of such calendar year. In addition, from time to time during any calendar year, Lessor may furnish Tenant with a
revised estimate of the Tax Costs and/or Operating Costs for such calendar year, and the new monthly amount payable on the first
day of each month during the remainder of such calendar year, if unanticipated, Tax Costs and/or Operating Costs or increases in
Tax Costs and/or Operating Costs are encountered. Within twenty (20) days after Lessor furnishes Tenant with such estimate, Tenant
shall also pay to Lessor, as additional rent, any amount due for any monthly periods prior to the date Lessor issued its revised
estimate of Tax Costs and/or Operating Costs, if such amount(s) exceed(s) the payments made by Tenant for such monthly periods.


 


b.           Actual
Tax Costs and Operating Costs. As soon as reasonably practicable after expiration of each calendar year during the Lease Term,
through and including the calendar year in which the Lease Term expires, Lessor shall furnish Tenant with a statement of the actual
Tax Costs and Operating Costs for the immediately preceding calendar year. If the actual Tax Costs and/or Operating Costs differ
from the estimated Tax Costs and/or Operating Costs, within twenty (20) days after Lessor has furnished such statement to Tenant
(including any statement delivered after the expiration or termination of this Lease), Tenant shall pay to Lessor for any shortage
for the immediately preceding calendar year, or Lessor shall refund (in the form of an adjustment in the following year’s
estimated Tax Costs and/or Operating Costs except with respect to the last year of the Lease Term) to Tenant any overpayment for
the preceding calendar year, as the case may be.


 






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c.           Audit.
So long as Tenant is not then in default hereunder, within thirty (30) days from the date of Tenant’s receipt of Lessor’s
statement of actual Tax Costs and Operating Costs for the immediately preceding calendar year, Tenant shall have the right, at
its expense, to inspect all books and records of the Property Manager (as that term is defined in the REA) and Lessor as they relate
to Tax Costs and Operating Costs for the previous calendar year. Any such inspection shall be subject to the terms and conditions
of Section 3.3 and 3.4 of the REA. If Tenant’s inspection conclusively establishes that Tenant overpaid Lessor for the Tax
Costs and/or Operating Costs payable by Tenant hereunder for the preceding calendar year, then Lessor shall remit the excess to
Tenant within twenty (20) business days after receipt of Tenant’s notice that such amount is due (which notice shall specify
in reasonable detail the overpayment previously made by Tenant). If any such inspection conclusively establishes that Lessor overcharged
Tenant for Tax Costs and/or Operating Costs payable by Tenant hereunder for the preceding calendar year by more than ten percent
(10%), then Lessor shall reimburse Tenant for the reasonable cost of the inspection within twenty (20) days after receipt of Tenant’s
notice that such amount is due.


 


6.           SECURITY
DEPOSIT 


 


(Intentionally Blank)


 






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7.           USE.


 


The Premises shall be used for general
office and storage purposes only. Tenant will not use or occupy any part of the Premises for any unlawful purpose, and will comply
with all present and future laws, ordinances, regulations and orders of all governmental authorities having jurisdiction over the
Premises. Tenant shall conduct its business and control its employees, agents, customers, subtenants and invitees in a manner which
does not create any nuisance (including but not limited to noise, dust, vibrations or odors), or interfere with, annoy or disturb
any other owner or tenant of the Project or Lessor in its operation of the Project. Tenant will not conduct or permit to be conducted
any activity, or place any equipment in or about the Premises, which will in any way increase the rate of fire insurance or other
insurance on the Project; and if any increase in the rate of fire insurance or other insurance is stated by any insurance company
or by the applicable Insurance Rating Bureau to be due to activity or equipment of Tenant in or about the Premises, such statement
shall be conclusive evidence that such increase in such rate is due to such activity or equipment and, as a result thereof, Tenant
shall reimburse Lessor for such increase as additional rent hereunder and, further, shall discontinue or cause the discontinuance
of such conduct or shall remove such equipment upon Lessor’s demand made any time thereafter. There shall be no sale of food
or beverages in the Premises for consumption on or off the Premises by any means without the prior written consent of Lessor. Tenant
may not install any food or beverage vending machines within the Premises other than those which may be installed by Lessor. Tenant
shall not permit intoxicating liquors to be kept or sold in the Premises except for business receptions, subject to compliance
with applicable laws and Lessor’s reasonable rules. Notwithstanding any other provision of this Lease to the contrary, Tenant
covenants and agrees to use commercially reasonable efforts to refrain from doing any act or thing which would cause measurable
interference with any telecommunications operations of any current or future tenant of the Project located on the roof of the Building.
Such tenants occupying the roof of the Building shall be deemed third-party beneficiaries of the foregoing covenant and agreement
by Tenant. For purposes of this Provision, measurable interference shall be defined to include an increase in noise floor, harmonic
distortion or cross-talk. Tenant specifically acknowledges that the Building is a wood frame structure with wooden floors and agrees
that such structure and floors will require enhanced precautions by Tenant to prevent interference, annoyance or disturbance of
other owners or tenants in the Project. Tenant specifically agrees to take all reasonable precautions to contain any and all dust,
water and other materials within the Premises. Notwithstanding anything to the contrary contained in this Lease, Lessor shall in
all events have the right to limit the weight and prescribe the position of any safes, concentrated filing systems and other heavy
equipment placed in or on the Premises by Tenant. Any and all damage or injury to the Premises or the Project caused by moving
the property of Tenant in or out of the Premises, or due to the same being in or on the Premises, shall be repaired by Tenant at
its sole cost and expense. Tenant will notify the Property Manager prior to moving furniture, equipment or other fixtures and furnishings
into or out of the Premises and shall comply with such reasonable restrictions as the Property Manager may reasonably impose. No
deliveries or pickups shall be left unattended at any loading dock in the Project.


 


8.           BUSINESS
HOURS. Usual business hours as used herein shall mean the hours between 8:00 a.m. and 6:00 p.m., Monday through Friday, and
between 8:00 a.m. and 1:00 p.m. Saturday, holidays excepted (“Usual Business Hours”). All persons entering or leaving
the Project other than during Usual Business Hours may be required to do so under such reasonable rules as Lessor may impose. Lessor
may exclude or expel any peddler or solicitor.


 


9.           REPAIRS.


 


a.           Lessor
Repairs. Lessor shall cause the Property Manager to maintain, repair, operate and, as necessary, replace the Common Area, the
Delivery Facilities, the Access Facilities (including the William Access Facilities), the Fisher Roof Facilities, the Utility Facilities,
the Parking Facilities, the Trash Room and the Building Exterior in accordance with the terms and conditions of the REA.


 


b.           Tenant
Repairs. Tenant shall, at its sole cost and expense, maintain and repair the Office Area and the Storage Area, including the
utility systems within the Office Area and the HVAC systems servicing the Office Area in a commercially reasonable manner, and
in compliance with all applicable laws and the REA, reasonable wear and tear excepted.


 






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c.           Other
Repairs. To the extent not otherwise maintained pursuant to Sections 9(a) and 9(b) above or 10 below, Lessor, at its sole cost
and expense, shall maintain and repair or cause the Property Manager to maintain and repair the Project. All such maintenance and
repairs which is the responsibility of the Lessor shall be provided as reasonably necessary to the comfortable use and occupancy
of the Premises during Usual Business Hours, upon the condition that the Lessor shall not be liable for damages for failure to
do so for any reason beyond its reasonable control. Notwithstanding anything apparently to the contrary in this Section, any cost
(together with 15% for overhead incurred by Lessor) of maintenance, repairs or replacements of improvements to the Project, Premises
or Storage Area or to any Common Areas, Access Facilities, Delivery Facilities and/or Trash Room which are occasioned by an intentional
or negligent act or omission of Tenant or its subtenants or any of their respective employees, agents, customers or invitees, or
by the requirements of any law, ordinance or other governmental directive and which arise out of the nature of Tenant’s or
its subtenants’ use and occupancy of the Premises or the installations of Tenant or its subtenants in the Premises shall
be paid for by Tenant, as additional rent hereunder, immediately upon billing. All costs and expenses incurred by Lessor in performing
its maintenance, repair and replacement obligations under this Lease shall be included in Operating Costs hereunder.


 


10.         TENANT’S
REPAIRS. Without limitation of Lessor’s obligation to provide routine janitorial services as set forth in Section 14,
Tenant agrees at its sole expense to keep and maintain the Premises and the fixtures and equipment therein in first class, properly
functioning, safe, orderly, clean and sanitary condition and in compliance with all applicable laws, codes, ordinances, rules and
regulations. Tenant will make all necessary repairs and replacements to the Premises, will suffer no waste or injury thereto.


 


11.         ALTERATIONS.


 


a.           Tenant
Improvements. Tenant, at its expense, other than payment of the TI Allowance described in Section 11(b) below, may make
additions, alternations and improvements to the Premises (collectively, “Alterations”), provided any such Alteration
shall:


 


(1)       Not
alter or change the historic nature or character of the Building and/or Premises such as painting the beams, brick walls or duct
work;


 


(2)       Be
made only with the prior written consent of Lessor; provided, however, that the prior written consent of Lessor shall not be required
for Alterations which have an aggregate cost of less than $10,000 so long as in connection with such Alterations, the Tenant complies
with the requirements of subparagraphs 1, 3, 4, 5 (except that the applicable contractor does not need to be approved by Lessor)
and 6;


 






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(3)       Comply
with all applicable governmental and insurance company rules, regulations and requirements;


 


(4)       Equal
or exceed existing material and workmanship standards within the Building;


 


(5)       Be
performed by a licensed contractor first approved by and in accordance with reasonable rules and regulations issued by Lessor (such
contractor shall provide Lessor, prior to commencing work, with evidence of insurance coverage and an executed lien waiver);


 


(6)       Comply
with all applicable Americans With Disabilities Act rules and regulations;


 


(7)       Shall
be performed in accordance with such plans and specifications as may be prepared on behalf of Tenant at Tenant’s expense
as may be approved in advance by Lessor, which approval should not be unreasonably withheld; and


 


(8)       Comply
with the terms and conditions of the REA, including Section 6.1 and 6.2 thereof.


 


All Alterations to the Premises by or
on behalf of the Tenant will be governed by the following requirements:


 


(1)       Lessor
shall be provided with a copy of the building permit, drawing of work to be done and as-built drawing when work is completed;


 


(2)       No
materials owned by Lessor shall be used;


 


(3)       Lessor
shall be reimbursed by Tenant for any damage to the Project and Lessor’s property; and


 


(4)       Lessor
will not warrant or correct any construction deficiencies for Alterations.


 


b.           Tenant
agrees to accept the space in “AS IS” condition.


 


c.           Mechanics’
Liens. Tenant will not permit any mechanics’, laborers’ or materialmen’s liens to stand against the Premises
or the Project for labor or materials claimed to have been furnished in connection with any work performed or claimed to have been
performed in or about the Premises. In the event any such lien shall at any time be filed against the Premises or any part of the
Project by reason of work, labor, services or materials performed or furnished to Tenant or to anyone holding the Premises through
or under Tenant, Tenant shall forthwith cause the same to be discharged of record. If Tenant shall fail to cause such lien to be
discharged of record by the payment thereof or by making any deposit required by law within ten (10) days after being notified
of the filing thereof, then, in addition to any other right or remedy of Lessor, Lessor may, but shall not be obligated to, discharge
the same by paying the amount claimed to be due, or by making any deposit required by Law. Tenant shall reimburse Lessor for all
costs and expenses, including reasonable attorneys’ fees, incurred by Lessor in procuring the discharge of such lien.


 






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d.           Surrender
of Premises. At the expiration or termination of this Lease, Tenant shall immediately vacate the Premises in as good condition
as they were in on the Commencement Date, or in such better condition as they may thereafter have been put, ordinary wear and tear
and casualty losses to the extent covered by insurance excepted, and, if Lessor so elects, Tenant shall remove Tenant’s signage
and those Alterations to the Premises made by or on behalf of Tenant which Lessor has specified or identified in writing to Tenant
at the time of Lessor’s approval of such Alteration as Alterations that must be removed by Tenant at its expense upon the
expiration or termination of this Lease; otherwise such Alterations shall be delivered up to the Lessor with the Premises. All
movable office furnishings and trade fixtures installed by Tenant may be removed by Tenant at the expiration or termination of
this Lease if Tenant so elects, and shall be removed if required by Lessor. All such removals and restoration shall be accomplished
in a good and workmanlike manner so as not to damage the primary structure or structural qualities of the Premises. Personal property
remaining in the Premises at the expiration or termination of this Lease shall be deemed abandoned by Tenant and may be retained
or disposed of by Lessor in any manner Lessor shall deem fit in its discretion, without prejudice to Lessor’s rights against
Tenant for failure to remove such property, and Lessor shall not be required to pay or account to Tenant for the value or the proceeds
derived from any sale or other disposition of such abandoned property. Tenant shall reimburse Lessor for all costs of removal incurred
by Lessor and Tenant shall indemnify, defend and hold Lessor harmless from any cost or liability due to disposition of any property
in the Premises in which a person other than Tenant has an interest.


 


12.         SIGNS.


 


a.           Exterior
Sign. Tenant may maintain one (1) sign on the exterior of the Building (the “Exterior Sign”). Tenant acknowledges
and agrees that it shall be required, at its sole cost and expense, to obtain any and all governmental consents, approvals, licenses
and permits required to install and maintain the Exterior Sign on the Building, including those required by the Heritage Preservation
Commission. Upon obtaining such consents, approvals, licenses and permits the Tenant may, at its sole cost and expense, install
the Exterior Sign on the Building and thereafter maintain such Exterior Sign during the Lease Term. The location, size, style and
method of attachment of the Exterior Sign shall be subject to the prior written approval of Lessor.


 


b.           Other
Signage. Lessor shall use commercially reasonable efforts to permit the Tenant to place signage on: (i) the elevator entrance
on the first floor of the Building; (ii) the doors providing customers entrance to the Premises; and (iii) the Project Directory,
if any. Any such signs shall be at the sole expense of Tenant. The listing of any name other than that of the Tenant, whether on
the doors of the Premises, on the Project Directory, if any, or otherwise, shall not operate to vest any right or interest in this
Lease or in the Premises or be deemed to be written consent of the Lessor, it being expressly understood that any such listing
is a privilege extended by Lessor revocable at will by written notice to Tenant. Lessor also reserves the right in its discretion
to name the Project and to change the name or street address of the Project. Also, Lessor shall have the right to install and maintain
a sign or signs on the exterior or interior of the Project. Except as provided in this Section 12 or as authorized by Lessor in
writing, Tenant shall not display, inscribe, print, maintain of affix on any place in or about the Project any sign, notice, legend,
direction, figure or advertisement.


 






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13.         ACCESS
BY LESSOR. Lessor, its agents and representatives shall be entitled to keep pass keys to the Premises and shall have the right
to enter and inspect the Premises at any time for the purpose of ascertaining the condition thereof or in order to make such alterations,
renovations, restorations and/or repairs to the Premises, any other premises in the Project, or to the Project itself (including
access to the distribution systems above the ceiling and elsewhere in the Premises. During the last six (6) months of the Lease
Term, Lessor and Lessor’s agents and representatives shall have the right to enter the Premises at reasonable times for the
purpose of showing the Premises. Lessor shall use reasonable efforts to not unreasonably interfere with the conduct of Tenant’s
Business, but no such entry by Lessor shall be deemed an eviction or disturbance of Tenant’s possession of the Premises,
or render Lessor liable to Tenant for damages, or relieve Tenant from performance of Tenant’s obligations under this Lease.
The right of entry reserved shall not be deemed to impose any greater obligation on Lessor to clean, maintain, repair or change
the Premises than is specifically provided in this Lease. The Lessor, its agents and representatives may at any time in case of
emergency enter the Premises and do such acts as Lessor may deem proper in order to protect the Premises, the Project, or any occupants
of the Project.


 


14.         UTILITIES
AND SERVICES.


 


a.           Air
Conditioning and Heat. Tenant shall be responsible for payment of utility bills, including all such bills for air conditioning,
electric and heat for the Premises. Tenant shall, at its sole cost and expense, maintain, repair and replace, if necessary, the
HVAC system serving the Premises and keep such system in proper working order.


 


b.           Additional
Electrical Service. Lessor shall maintain electrical facilities to provide sufficient power for typewriters, low consumption
data processing equipment, and other office machines of similar low electrical consumption, but not including electricity required
for high electrical consumption electronic data processing equipment or special lighting in excess of building standard; and provided
that if the installation of said electrical equipment requires additional air conditioning capacity above that provided by the
building standard system, then the additional air conditioning installation and continued operation and costs will be the obligation
of Tenant.


 


c.           Lighting.
Lessor shall supply or cause to be supplied building standard lamps, bulbs, starters and ballasts used in the Common Areas of the
Building.


 


d.           Keys.
Lessor shall furnish Tenant with two (2) keys for each corridor door entering the Premises, and additional keys ordered by Tenant
at Tenant’s cost. All such keys shall remain the property of Lessor. No additional locks shall be allowed on any door of
the Premises without Lessor’s prior written permission, and Tenant shall not make, or permit to be made, any duplicate keys,
except those furnished by Lessor. Upon expiration or termination of this Lease, Tenant shall surrender to Lessor all keys to the
Premises, and give to Lessor the combination of all locks for safes, safe cabinets and vault doors, if any, in the Premises.


 






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e.           Elevators.
Lessor shall furnish passenger elevator service during Usual Business Hours. During other than Usual Business Hours, Tenant shall
have elevator service to access its door/space via procedures established by Lessor. Lessor shall have the right to stop the operation
of said elevators for alterations, improvements or repairs therein or in the machinery or appliances connected therewith which
are necessary or desirable in Lessor’s sole judgment and shall not be liable for damages for any such stoppage of service.


 


f.           Janitorial.
Lessor shall furnish such janitor service in the Common Area as, in the reasonable judgment of Lessor, is necessary for the comfortable
use and occupancy of the Premises, except on Saturdays, Sundays and holidays. All janitorial services shall be performed in accordance
with work schedules established by Lessor. Tenant shall, at is sole cost and expense, be responsible for providing janitorial services
with respect to the Premises.


 


g.           Water.
Lessor shall provide water for drinking, lavatory and toilet purposes.


 


h.           Utilities.
Except as otherwise provided herein to the contrary, Tenant agrees to timely pay for all its requirements for utilities such as
gas, steam, water and electricity which are separately metered to the Premises and for all other utilities and services furnished
to or used in the Premises such as alarm monitoring and watchman services. Without limiting the generality of the foregoing, the
Tenant shall reimburse the Lessor upon demand for all costs of water, hot water, chilled water, electricity, gas, steam and other
services and utilities supplied to the Project which are allocated to the Lessor as the Second Floor Parcel Owner under the REA,
including Section 4 thereof. In the event Lessor shall offer to supply any of such utilities or services, Tenant covenants and
agrees to purchase the same from Lessor, provided the rate charged by Lessor does not exceed the charge for similar services which
Tenant would be required to pay a public utility company or independent contractor.


 


i.           Telephones.
Tenant shall be responsible for the installation of its telephones.


 


j.           Waste.
Tenant shall not waste electricity, water, heat or air conditioning or any other utility, and shall cooperate fully with Lessor
to insure the most effective operation of the Project’s heating and air conditioning, which shall include closing Venetian
blinds and drapes and keeping all windows closed when air conditioning is in use, and shall refrain from attempting to adjust any
controls other than room thermostats, if any, installed for Tenant’s use.


 






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k.           Temporary
Interruption of Service. Lessor shall not be liable to Tenant, its agents, employees, customers or invitees for, and there
shall be no abatement of Rent by reason of, any inconvenience, loss or damage or for any injury to any person or property caused
by or resulting from any casualties, riots, strikes, picketing, accidents, breakdowns or any cause beyond Lessor’s reasonable
control, or from any failure to furnish, for delay or suspension in furnishing, any utility or other services and Tenant shall
indemnify Lessor and hold Lessor harmless from any claim or damage because of such inconvenience, loss, damage or injury. No variation,
interruption or failure of such utility or other services incident to the making of repairs, alterations or improvements or due
to casualties, riots, strikes, picketing, accidents, breakdowns or any cause beyond Lessor’s reasonable control or temporary
failure or lack of such utility or other services shall be deemed an eviction or disturbance of Tenant’s use of the Premises
or relieve Tenant from any of Tenant’s obligations hereunder. In the event of interruption or failure of any utility service
serving the Premises, the Lessor shall use commercially reasonable efforts to restore such utility service as quickly as reasonable
practicable after having received notice of such interruption or failure from Tenant.


 


l.           Trash/Refuse
Disposal. Disposal of reasonable office refuse is included in Operating Costs. Excess refuse shall be disposed of at Tenant’s
expense. Trash/refuse shall be brought by Tenant to the location designated by Lessor in an appropriate container and disposed
there by Tenant.


 


m.           General.
The expense of all items to be provided by Lessor in this Section 14 shall be deemed to be “Operating Costs”.


 


15.         ASSIGNMENT
AND SUBLETTING. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract,
Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent
may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage,
pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any
transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall
require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the
persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers,
trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership
interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall
constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent
of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth
at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed
assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under
this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted
in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s
use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted
to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they
will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in
existence at the time of the request for consent or at the time of the actual assignment.


 






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If Tenant desires to assign this Lease, it shall
so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide
Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed
assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the
proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee,
and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options:


 


a.           To
consent to the proposed assignment with or without the imposition of one or more conditions; or


 


b.           To
refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are
not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion.


 


If Lessor consents to the proposed assignment
and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable
under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable
under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses,
including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for
by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of
such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant.


 


Lessor shall have the right to sell, assign
or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor
shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s
obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under
this Lease.


 


16.         FIRE
AND OTHER CASUALTY.


 


a.           Complete
Destruction. If the Premises are made wholly untenantable by fire, explosion or other casualty, Lessor may, at its option,
elect to terminate this Lease as of the date of such damage by written notice to Tenant given within thirty (30) days after the
casualty. Otherwise, Lessor may, at its election, restore the Premises to tenantable condition, in which event it shall give written
notice to Tenant within thirty (30) days after the casualty of Lessor’s election to restore. Base Rent and Additional Rent
shall be abated during the period that the Premises are untenantable in proportion to the reduction of tenantability during the
period of restoration. If Lessor shall elect to restore the Premises to tenantable condition, but Lessor shall not complete the
restoration within one hundred eighty (180) days after the occurrence of the casualty, then and thereafter this Lease may be terminated
by either Lessor or Tenant by written notice given within thirty (30) days after the expiration of said one hundred eighty (180)
days period.


 






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b.           Partial
Destruction. If the Premises are rendered partially untenantable by fire or other casualty, and if such damage cannot, in Lessor's
reasonable estimation, be materially restored within ninety (90) days of such damage or if the proceeds of any applicable insurance
are not made available to Lessor, then Lessor may terminate this Lease by written notice to Tenant given within thirty (30) days
after the casualty. Base Rent and Additional Rent shall be abated during the period that the Premises are untenantable in proportion
to the reduction of tenantability during the period of restoration. Otherwise, Lessor may, at its election, restore the Premises
to tenantable condition, in which event it shall give written notice to Tenant within thirty (30) days after the casualty of Lessor’s
election to restore.


 


c.           Restoration.
If Lessor elects to restore, it shall proceed with reasonable diligence, subject to delays from causes beyond its reasonable control.
In no event shall the Lessor be required to restore any Alterations to the Premises made by or on behalf of the Tenant which may
be damaged or destroyed by fire or other casualty.


 


17.         INSURANCE;
SUBROGATION.


 


a.           Tenant’s
Insurance. Tenant agrees to purchase, in advance, and to carry in full force and effect during the Lease Term: (i) “All
risk” property insurance covering the full replacement value of all of Tenant’s leasehold improvements, trade fixtures
and personal property within the Premises, and (ii) commercial general liability insurance, providing coverage on an “occurrence”
rather than a “claims made” basis, which policy shall include coverage for Bodily Injury, Property Damage, Personal
Injury, Contractual Liability (applying to this Lease), and Independent Contractors, in current Insurance Services Office form
or other form which provides coverage at least as broad. Tenant shall maintain a combined policy limit of at least $1,000,000 applying
to Bodily Injury, Property Damage and Personal Injury, which limit may be satisfied by Tenant’s basic policy, or by the basic
policy in combination with umbrella or excess policies so long as the coverage is at least as broad as that required herein. Such
liability, umbrella and/or excess policies may be subject to aggregate limits so long as the aggregate limits have not at any pertinent
time been reduced to less than the policy limit stated above, and provided further that any umbrella or excess policy provides
coverage from the point that such aggregate limits in the basic policy become reduced or exhausted. Lessor shall be named as additional
insured under all such policies. At least ten (10) days prior to entry by Tenant on the Premises, Tenant shall deliver to Lessor
evidence that the insurance required by this Lease is in full force and effect. At least ten (10) days prior to expiration of any
such coverage, Tenant shall deliver evidence that the coverage in question will be renewed or replaced upon expiration. Such evidence
of insurance shall contain sufficient information to enable Lessor to determine whether Tenant’s insurance complies with
the requirements of this Lease. Upon request, Tenant shall also furnish insurer-certified copies of all pertinent policies. All
policies used to provide the coverage required by this Lease shall (i) be endorsed to require the insurer to provide at least
ten (10) days’ notice to Lessor prior to cancellation or non-renewal, and (ii) be issued by financially sound companies
having an A.M. Best Company rating of at least A:VII. Tenant may not maintain any insurance concurrent in form or contributing
in the event of loss unless Lessor is named therein as loss payee or additional insured.


 






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b.           Lessor’s
Insurance. Lessor agrees to purchase or to cause the Property Manager to purchase in advance, and to carry in full force and
effect during the Lease Term: (i) “All risk” property insurance coverage on the Project, exclusive of the leasehold
and other improvements of the owners and tenants in the Project, in such amount as Lessor deems prudent, (ii) commercial general
liability insurance covering the Project, in a combined single limit amount of at least $1,000,000, and written on an “occurrence”
basis, and (iii) rent loss insurance with respect to the Premises with respect to such exposures and perils in an amount equal
to the Rent payable hereunder for a period of not more than twelve (12) months. Tenant shall reimburse Lessor for the premiums
and other expenses of maintaining such policies as additional rent if such costs and expenses are not otherwise included in Operating
Costs.


 


c.           Alternate
Coverage. If any insurance required hereunder ceases to be available, or is available on terms so unacceptable that prudent
lessors or tenants, as the case may be, generally do not carry such insurance, then in lieu of such insurance, the pertinent party
may carry the most comparable insurance which is available and generally carried by prudent parties.


 


d.           Waiver
of Subrogation. Notwithstanding any Provision of this Lease to the contrary, Lessor and Tenant each hereby release the other,
the Property Manager and the other owners of the Project and the managers, governors, employees, members of the other, the Property
Manager and the other owners of the Project from any and all liability or responsibility to the other or anyone claiming through
or under them by way of subrogation or otherwise for any loss or damage to property caused by fire or any of the extended coverage
casualties covered by the insurance required to be maintained hereunder, even if such loss or damage shall have been caused by
the fault or negligence of the other party or anyone for whom such party may be responsible; provided, however, that this release
shall be applicable and in force and effect only with respect to loss or damage occurring during such times as the releasor’s
policies shall contain a clause or endorsement to the effect that any release shall not adversely affect or impair said policies
or prejudice the right of the releasor to recover thereunder. Lessor and Tenant each agree that it will request its insurance carriers
to include in its policies such a clause or endorsement. The releases contained herein shall be mutually dependent covenants, and
the termination of one shall terminate the other.


 


e.           Assumption
of Responsibility. Tenant assumes all responsibility for protecting the Premises from theft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Premises closed and secured after normal business hours. Lessor reserves the
right to impose such security restrictions in the Common Areas as it deems appropriate. The parties acknowledge that safety and
security devices, services and programs provided by Lessor, if any, while intended to deter crime and promote safety, may not in
given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security
device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with
respect to Tenant property and interest, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against
such criminal acts and other losses, as further described in this Lease. Tenant agrees to cooperate in any reasonable safety or
security program developed by Lessor or required by law.


 






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18.           WAIVER;
INDEMNIFICATION; HAZARDOUS MATERIALS.


 


a.           Waiver.
Notwithstanding anything apparently to the contrary in this Lease, Lessor and its members, managers, employees and property manager
shall not be liable to Tenant, and Tenant hereby releases such parties from all damage, compensation or claims from any cause other
than the negligent act or intentional misconduct of Lessor or its members, managers, employees or property manager arising from:
loss or damage to personal property or trade fixtures in the Premises, including books, records, files, computer equipment, computer
data, money, securities, negotiable instruments or other papers; lost business or other consequential damage arising out of interruption
in the use of the Premises; and any criminal act by any person other than Lessor or its members, managers or employees.


 


b.           Indemnification.
Tenant agrees to indemnify, defend and hold Lessor and its members, managers, employees and property manager harmless from and
against any claim, loss or expense, including reasonable attorney’s fees arising out of injury, death or property loss or
damage occurring in the Premises, except to the extent caused by the negligent act or intentional misconduct of Lessor or its members,
managers, employees or property manager. Tenant further agrees to indemnify, defend and hold Lessor and its members, managers,
employees and property manager harmless from and against any claim, loss or expense, including reasonable attorneys’ fees
arising out of any claim by the Existing Tenant or any of Tenant’s subtenants with respect to the breach of the Existing
Lease, Parking Leases or any sublease or the occurrence of any event on or after the Effective Date.


 


c.           Hazardous
Materials. Tenant shall not install, use, generate, store or dispose of in or about the Premises any hazardous substance, toxic
chemical, pollutant or other material regulated by the Comprehensive Environmental Response, Compensation and Liability Act or
any similar law or regulation, including without limitation any material containing asbestos, PCB, CFC or HCFC (collectively “Hazardous
Materials”) without Lessor’s prior written approval of each Hazardous Material. Lessor shall not unreasonably withhold
its approval of use by Tenant of reasonable quantities of Hazardous Materials customarily used in office business operations so
long as Tenant uses such Hazardous Materials in accordance with all applicable laws. Tenant shall indemnify, defend and hold Lessor
harmless from and against any claim, damage or expense arising out of Tenant’s installation, use, generation, storage, or
disposal of any Hazardous Materials, regardless of whether Lessor has approved the activity. To the best of Lessor knowledge, there
are either no Hazardous Materials in, on, under or about the Project or the presence of any such Hazardous Materials complies with
applicable laws.


 






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19.         EMINENT
DOMAIN. If the entire Project is taken by eminent domain, this Lease shall automatically terminate as of the date of taking.
If a portion of the Project is taken by eminent domain, Lessor shall have the right to terminate this Lease by giving written notice
thereof to Tenant within ninety (90) days after the date of taking. If a portion of the Premises is taken by eminent domain and
this Lease is not terminated by Lessor, Lessor shall, at its expense, restore the Premises, exclusive of any Alterations made to
the Premises by Tenant, to as near the condition which existed immediately prior to the date of taking as reasonably possible,
and Base Rent and Additional Rent shall abate during such period of time as the Premises are untenantable, in the proportion that
the untenantable portion of the Premises bears to the entire Premises. All damages awarded for a taking under the power of eminent
domain, whether for the whole or a part of the Premise, shall belong to, and be the property of Lessor, whether such damages shall
be awarded as compensation for diminution in value to the leasehold estate hereby created or to the fee of the Premises; provided,
however, that Lessor shall not be entitled to any separate award made to Tenant for loss of business, fair value of, and cost of
removal of stock and futures and for relocation. The term “eminent domain” shall include the exercise of any similar
governmental power and any purchase or other acquisition in lieu of condemnation.


 


20.         HOLDING
OVER. Should Tenant, or any of its successors in interest, continue to occupy the Premises or any part thereof, after the expiration
or termination of this Lease, whether with or without the consent of Lessor, such tenancy shall be from month to month and the
monthly Rent shall be one hundred fifty percent (150%) that which would otherwise be payable under this Lease. If Tenant’s
holdover is without the consent of Lessor, neither this Section nor the acceptance of any Rent hereunder shall prevent Lessor from
exercising any remedy to regain immediate possession of the Premises.


 


21.         QUIET
ENJOYMENT/LESSOR REPRESENTATIONS, WARRANTIES, AND COVENANTS.


 


a.           Lessor
covenants that if Tenant timely pays all Rent provided for in this Lease, performs all of its obligations provided for under this
Lease, and observes all of the other Provisions of this Lease, Tenant shall, during the Lease Term, peaceably and quietly occupy
and enjoy the possession of the Premises in accordance with the Provisions of this Lease without any interruption or disturbance
from Lessor. Lessor shall not be responsible or liable for the actions of third parties, including the Existing Tenant and any
other owners or tenants in the Project. The liability of the original Lessor and any successor Lessor under this Lease is limited
to its interest in the Project and any insurance proceeds payable to Lessor with respect to the Project, and with respect to any
liability accrued prior to a transfer, any net proceeds received by the transferor Lessor in consideration of the transfer.


 


b.           In
addition to the covenant of quiet enjoyment set forth in Section 21(a) above, Lessor covenants that Lessor shall not amend, modify
or alter in any way the terms of the REA if such amendment, modification or alteration will have a material adverse effect on the
Tenant’s rights or obligations under this Lease without Tenant’s prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned.


 


22.         EVENTS
OF DEFAULT. The following events shall be deemed to be events of default by Tenant under this Lease:


 


a.           Tenant
shall fail to pay any installment of Base Rent, Additional Base Rent, Additional Rent and/or any other sums that Tenant is obligated
to pay by any provision of this Lease when and as they become due and payable hereunder, which failure is not cured within five
(5) days after the giving of notice thereof by Lessor, such notice being in lieu of, and not in addition to, any applicable statutory
notice;


 






    	 	16	 



     


    

 


b.           Tenant
shall fail to perform or observe any other Provision of this Lease, which failure is not cured within fifteen (15) days after the
giving of notice thereof by Lessor unless such default is of such nature that it cannot be cured within such fifteen (15) day period,
in which case no event of default shall occur so long as (i) Tenant shall commence the curing of the default within such fifteen
(15) day period and shall thereafter complete the curing thereof with reasonable diligence and continuity, and (ii) the continuation
of the default does not create material risk to the Project or to persons using the Project;


 


c.           If
Tenant fails more than twice within any twelve (12) month period to observe or perform any Provision of this Lease (including,
without limitation, the payment of Rent), regardless of whether such defaults shall have been cured by Tenant, the third default
shall, at the election of Lessor, in its sole and absolute discretion, be deemed a noncurable event of default;


 


d.           Tenant
or any guarantor of this Lease shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment
for the benefit of creditors.


 


e.           Tenant
or any guarantor of this Lease shall file a petition under any section or chapter of the United States Bankruptcy Code, as amended,
or under any similar law or statute of the United States or any state thereof, or Tenant or any guarantor of this Lease shall be
adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder.


 


f.           A
receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of this Lease.


 


g.           Tenant
shall desert, vacate or abandon any substantial portion of the Premises.


 


23.         LESSOR’S
REMEDIES.


 


a.           Tenant
hereby agrees that, upon the occurrence of an event of default, then, in addition to all other rights and remedies available to
Lessor by law or by other Provisions of this Lease, Lessor shall have the option to pursue any one or more of the remedies set
forth herein without any notice or demand.


 


(1)       The
Lessor may, but shall not be required to, make the payment and/or perform the duty or obligation of Tenant hereunder giving rise
to such event of default and to enter the Premises as appropriate in connection therewith without being deemed in any manner guilty
of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage resulting therefrom, and
Tenant agrees to pay to Lessor as additional rent due hereunder, the amount of any costs and expenses incurred by Lessor in thus
effecting compliance with Tenant’s obligations under this Lease plus 15% for overhead incurred by Lessor in connection therewith,
together with interest thereon, from the date paid by Lessor, at the lesser of 18% per annum or the highest rate permitted by law;
but the making of such payment or the performance of such duty or obligation by Lessor shall not, unless reimbursed by Tenant in
accordance with this Lease, operate to cure such default or to estop Lessor from the pursuit of any remedy which Lessor would otherwise
be entitled.


 






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(2)       Lessor
may, at its sole option, terminate this Lease by giving written notice of termination to Tenant. Neither the passage of time after
the occurrence of the event of default nor exercise by Lessor of any other remedy with regard to such event of default shall limit
Lessor’s rights to terminate this Lease as provided herein.


 


(3)       Whether
or not Lessor elects to terminate this Lease, Lessor may re-enter upon and repossess the Premises (said repossession being hereinafter
referred to as “Repossession”) by picking or changing locks, force, summary proceedings, ejectment or otherwise, and
may (i) expel or remove Tenant and any other person or entity who may be occupying all or any part of the Premises, and (ii) remove
any and all property therefrom, in each case without being deemed in any manner guilty of trespass, eviction or forcible entry
or detainer, and without incurring any liability for any damage resulting therefrom, Tenant hereby waiving any right to claim damage
for such Repossession so long as Lessor complies with applicable law in connection with the Repossession. From time to time after
Repossession of the Premises, whether or not this Lease has been terminated, Lessor may, but shall not be obligated to, attempt
to relet all or any part of the Premises for the account of Tenant in the name of Lessor or otherwise, for such term or terms (which
may be greater or less than the period which would otherwise have constituted the balance of the Lease Term) and on such terms
and conditions (which may include concessions or free rent) and for such uses as Lessor, in its reasonable discretion, may determine,
and may collect and receive the rent therefor. Any rent received shall be applied against Tenant’s obligations hereunder,
but Lessor shall not be responsible or liable for any failure to collect any rent due upon any such reletting. No termination of
this Lease or Repossession of the Premises pursuant to this Section or otherwise shall relieve Tenant of its liabilities and obligations
under this Lease, including, but not limited to, its liabilities and obligations for Rent and other sums and charges due and payable
and to become due and payable hereunder, all of which liabilities and obligations shall survive any such termination or Repossession.
In the event of any such termination or Repossession, whether or not the Premises shall have been relet, Tenant shall pay to Lessor
the Rent and other sums and charges to be paid by Tenant up to the time of such termination or Repossession, and thereafter Tenant,
until the end of what would have been the Lease Term in the absence of such termination or Repossession, shall pay to Lessor, as
and for liquidated and agreed current damages for Tenant’s default, the equivalent of the amount of the Rent and such other
sums and charges which would be payable under this Lease by Tenant if this Lease were still in effect, less the net proceeds actually
collected, if any, of any reletting effected pursuant to the provisions of this Section after deducting all of Lessor’s expenses
in connection with such reletting, including, without limitation, all repossession costs, brokerage fees, management and leasing
commissions, advertisement expenses, operating expenses, legal expenses, attorneys’ fees, alteration costs, remodeling and
repair costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Lessor monthly on the days
on which the Base Rent, Additional Rent and other sums and charges would have been payable under this Lease if this Lease were
still in effect, and Lessor shall be entitled to recover the same from Tenant on each such day. At the election of Lessor any time
after such termination or Repossession, whether or not Lessor shall have collected any current damages as aforesaid, Lessor shall
be entitled to recover from Tenant, and Tenant shall pay to Lessor on demand, as and for liquidated and agreed final damages for
Tenant’s default, an amount equal to the then present value of the excess of the Base Rent, Additional Rent and other sums
or charges reserved under this Lease from the date of such termination or Repossession and for what would be the then unexpired
Lease Term if the same had remained in effect plus the amount which Lessor estimates in its reasonable judgment to be the cost
of any reletting, less the amount of rent which Lessor estimates in its reasonable judgment that Lessor will in all likelihood
actually collect for the Premises for the same period, said present value to be arrived at on the basis of a discount rate equal
to the “Prime Rate” published in the Wall Street Journal on the date of such election by Lessor. Notwithstanding
any other remedy set forth in this Lease, in the event Lessor has made rent concessions of any type or character, or waived any
Base Rent, and Tenant fails to take possession of the Premises on the commencement or completion date or otherwise defaults at
any time during the term of this Lease, the rent concessions, including any waived Base Rent, shall be canceled and the amount
of the Base Rent or other rent concessions shall be due and payable immediately as if no rent concessions or waiver of any Base
Rent had ever been granted. A rent concession or waiver of the Base Rent shall not relieve Tenant of any obligation to pay any
Additional Rent or other charge due and payable under this Lease.


 


b.           Late
Payment Charge; Interest. In the event Lessor does not receive any installment of Base Rent, Additional Base Rent, Additional
Rent, or any other charge payable hereunder within five days of the date on which it is due, or if any check submitted by Tenant
to Lessor is returned for nonsufficient funds, Tenant, unless prohibited by law, shall pay to Lessor, in addition to such amounts
owed under this Lease, a late charge in the amount of $250.00 as compensation to Lessor for administrative costs. Also, Lessor
retains the right to demand after the occurrence of a default by Tenant hereunder and thereafter while such default continues,
rental payments in the form of a certified check, cashier’s check or money order at no cost to Lessor. Any amount not paid
by any party to the other party when due hereunder shall accrue interest from the date the same is due and payable and until the
same is paid in full at the lesser of eighteen percent (18%) per annum or the highest rate permitted by law. The provisions for
such late charge and interest shall be in addition to all of Lessor’s other rights and remedies hereunder or at law and shall
not be construed as liquidated damages or as limiting Lessor’s remedies in any manner.


 






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c.           Attorneys’
Fees. Tenant shall reimburse Lessor for all reasonable attorneys’ fees, costs and disbursements incurred by Lessor in
enforcing its rights and remedies as a result of any default of Tenant, or in the collection of any amount due from Tenant under
this Lease.


 


24.         SUBORDINATION
OF LEASE. For purposes of this Section 24, the term “Mortgage” shall mean at any time, any mortgage of record now
or hereafter placed against the Project, any increase, amendment, extension, refinancing or recasting of a Mortgage and, in the
case of a sale or lease and leaseback by Lessor of all or any part of the Project, the lease creating the leaseback. For the purposes
hereof, a Mortgage shall be deemed to continue in effect after foreclosure thereof until expiration of the period of redemption
therefrom. This Lease is subject and subordinate to the lien of any Mortgage which may now or hereafter encumber the Project or
any development of which the Project is a part. In confirmation of such subordination, Tenant shall, within ten (10) days after
request by Lessor, execute any certificate or other document requested by the holder of the Mortgage for the purpose of confirming
the matters set forth in Section 24, but not otherwise materially modifying Tenant’s rights under this Lease. Tenant agrees
that in the event that any proceedings are brought for the foreclosure of any Mortgage, Tenant shall immediately and automatically
attorn to the purchaser at such foreclosure sale, as the lessor under this Lease, and Tenant waives the provisions of any statute
or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely
affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed.
Neither the holder of the Mortgage (whether it acquires title by foreclosure or by deed in lieu thereof) nor any purchaser at foreclosure
sale shall be liable for an act or omission of Lessor occurring prior to the date of acquisition of title, nor subject to any offsets
or defenses which Tenant might have against Lessor nor bound by any prepayment by Tenant of more than one month’s installment
of Base Rent and Additional Rent nor by any modification of this Lease made subsequent to the granting of the Mortgage unless consented
to by the holder of the Mortgage. Notwithstanding anything to the contrary in this Section 24, so long as Tenant is not in default
under this Lease, this Lease shall remain in full force and effect and the holder of the Mortgage and any purchaser at foreclosure
sale thereof shall not disturb Tenant’s possession hereunder.


 


25.         NOTICES.
All notices or other communications hereunder shall be in writing and shall be effective if hand delivered or sent by registered
or certified first-class mail, postage prepaid, or by overnight express service which maintains confirmation of delivery, (i) if
to Lessor at Lessor’s address set forth below, and (ii) if to Tenant, at Tenant’s address set forth below or at the
Premises, unless notice of a change of address is given pursuant to the provisions of this Section. The day notice is given by
mail shall be deemed to be the day following the day of mailing. If acceptance is refused, as evidenced by the records of the postal
service or overnight delivery service, notice shall be deemed given on the date acceptance is refused. Lessor and Tenant shall
each have the right at any time and from time to time to designate one (1) additional party to whom copies of any notice shall
be sent.


 






    	 	19	 



     


    

 


Lessor:


 


At Glenwood, LLC

225 Thomas Ave N Suite #100


 


Minneapolis, MN 55405


 


Tenant:


 


Tamble Inc

225 Thomas Ave N Suite #200


 


Minneapolis, MN 55405


 


26.         RULES
AND REGULATIONS. Tenant shall use the Premises and the Common Areas of the Project in accordance with the Provisions of this
Lease and such additional rules and regulations as may from time to time be reasonably made by Lessor for the general safety, comfort
and convenience of the owners, occupants and tenants of the Project, including, but not limited to, those set forth on Exhibit
E hereto. Tenant shall use its best efforts to cause Tenant’s agents, customers, employees and invitees to abide by such
rules and regulations. Lessor shall in no event be responsible to Tenant for enforcement of such rules and regulations against
other tenants of the Project.


 


27.         ENERGY;
GOVERNMENTAL ACTION. Whenever Lessor is required to keep or perform any Provision of this Lease, Lessor shall be deemed to
have kept and performed such Provisions notwithstanding any act or omission taken by the Lessor, if such act or omission is pursuant
to any governmental regulations, requirements, directives or requests, or if Lessor deems such action to be for the benefit of
our national interest or the general public. Without limiting the generality of the foregoing, Lessor may reduce the quantity and
quality of all utility and other services and impose such regulations as the Lessor reasonably deems necessary in order to conserve
energy, and may change the Usual Business Hours. Utility in the sense of this Section 27 includes, but is not limited to heating,
cooling, electricity, water and all the sources of energy needed to provide such.


 


28.         LIGHT
AND AIR. Tenant has no right to light or air over any premises adjoining the Project.


 


29.         BROKERAGE
FEES. N/A


 


30.         LESSOR’S
USE. It is understood that Lessor may occupy portions of the Project in the conduct of the Lessor’s business. In such
event, all references herein to other tenants of the Project shall be deemed to include Lessor as an occupant or tenant.


 


31.         MISCELLANEOUS
TAXES.


 


a.           Tenant
shall pay prior to delinquency all taxes assessed against or levied upon its occupancy of the Premises, or upon the fixtures, furnishings,
equipment and personal property of Tenant located in the Premises, if nonpayment thereof shall or would give rise to a lien on
the Project or any part thereof, and when possible, Tenant shall cause said fixtures, furnishings, equipment and personal property
to be assessed and billed separately from the property of Lessor. In the event any or all of Tenant’s fixtures, furnishings,
equipment and personal property, or Tenant’s occupancy of the Premises, shall be assessed and taxed with the property of
Lessor, Tenant shall pay to Lessor as additional rent hereunder its share of such taxes within ten (10) days after delivery to
Tenant by Lessor of a statement in writing setting forth the amount of such taxes applicable to Tenant’s fixtures, furnishings,
equipment or personal property, or occupancy of the Premises.


 






    	 	20	 



     


    

 


b.           If,
under the laws of the United States or any state thereof or any political subdivision in which the Premises are situated, a tax
or excise on rents or other tax, however described, is levied or assessed against Lessor or all or any part of the Rent reserved
hereunder, in addition to, in lieu of or as a substitute in whole or in part for taxes and assessments commonly known as real estate
taxes, Tenant shall pay and discharge such tax or excise on rents or other tax, but only to the extent of the amount thereof which
is lawfully assessed or imposed upon Lessor, and which was so assessed or imposed as a direct result of Lessor’s ownership
of the Premises or of this Lease, or of the rental accruing under this Lease.


 


32.         ESTOPPEL
CERTIFICATE; FINANCIAL STATEMENTS.


 


a.           Tenant
Estoppel Certificates. Tenant agrees, within ten (10) days after request by Lessor, to deliver to Lessor or Lessor’s
designee, including without limitation, the present or any future holder of any mortgage(s) on the Project or the Premises, or
any prospective purchaser of the Project or Premises, a written estoppel certificate: (i) certifying that this Lease is unmodified
and in full force and effect, or if there have been modifications, that the Lease is in full force and effect as modified and stating
the modifications; (ii) stating the dates to which the Rent and other charges hereunder have been paid by Tenant; (iii) stating
whether or not Lessor is in default in the performance of any Provision of this Lease, and, if so, specifying each such default;
(iv) agreeing that Tenant and Lessor will not thereafter modify this Lease without the approval of any mortgagee identified by
Lessor; (v) agreeing that, except for any security deposit required herein, Tenant shall not prepay any Rent more than 30 days
in advance; and (vi) such other matters relating to this Lease as may reasonably be requested. Any such estoppel certificate delivered
pursuant hereto may be relied upon by any owner of the Project, any prospective purchaser of the Project, any mortgagee or prospective
mortgagee of the Project or of Lessor’s interest, or any prospective assignee of any such mortgagee. Tenant acknowledges
that failure to comply with this Section 32 on a timely basis could result in a loss of a favorable sale or financing and Tenant
agrees to be liable for any consequential damages resulting from Tenant’s breach hereunder.


 


b.           Lessor
Estoppel Certificates. Lessor agrees, within ten (10) days after request by Tenant, to deliver to Tenant or Tenant’s
designee, a completed estoppel certificate certifying items (i)-(vi) of Section 32(a) above.


 


c.           Financial
Statements. Tenant shall within ten (10) days after request, but not more often than once in a calendar year, deliver to Lessor
its most recent quarterly financial statement, which shall be for the quarter which ends not earlier than 75 days prior to the
date of the request, including balance sheet, income statement and statement of cash flow. Such financial statement shall be audited
if an audited financial statement exists, and if unaudited shall be certified by Tenant’s president or chief financial officer
to be in accordance with generally accepted accounting principles. Unless such financial statements are public, Lessor shall treat
such financial statements as confidential, provided that Lessor may disclose them to a bona fide prospective purchaser or mortgagee
so long as any such recipient agrees to treat as confidential any such financial statement received.


 






    	 	21	 



     


    

 


33.         SECURITY
INTEREST. To secure the payment and performance of its obligations under this Lease, Tenant hereby grants to Lessor a security
interest under the Uniform Commercial Code in all property of Tenant now or hereafter placed in or on the Premises, including but
not limited to leasehold improvements, trade fixtures, furnishings and inventory. Tenant agrees to execute such financing statements
and furnish such information as Lessor may from time to time request in order to perfect this security interest. Lessor may at
its election file a copy of this Lease as a financing statement. Lessor, as secured party, shall be entitled to all of the rights
and remedies available to a secured party under the Uniform Commercial Code. Lessor’s security interest is and shall remain
subject and subordinate to any lien securing bona fide purchase money financing of any of the property in question in favor of
a party unaffiliated with Tenant.


 


34.         LESSOR
DEFAULT. If Lessor defaults in the performance of its obligations under this Lease, Tenant may give Lessor written notice thereof
and Lessor shall have thirty (30) days after Lessor’s receipt of Tenant’s default notice to cure such default; provided,
however, that if such default cannot reasonably be cured within thirty (30) days, Lessor shall have as much time to cure such default
as is necessary, provided Lessor promptly commences and diligently pursues such cure; and provided further, that if the default
relates to a matter which, in Tenant’s reasonable judgment, is of an emergency nature, Lessor shall have only forty-eight
(48) hours (or such lesser period as is reasonable under the circumstances) to cure such default. If Lessor fails to cure any such
default within such cure period (or, if this Lease elsewhere provides for a shorter cure period, or no cure period, if Lessor commits
such a default), it shall be deemed an event of default. Upon the occurrence of an event of default, Tenant, at its option, may
cure the default in which event Lessor shall reimburse Tenant for all reasonable out-of-pocket costs and expenses incurred by Tenant
in connection with such cure within twenty (20) days of receiving an invoice for such amount from Tenant with reasonable supporting
documentation. Any such amount not paid by Lessor when due shall accrue interest from the date the same is due and payable and
until the same is paid at the lesser of eighteen percent (18%) per annum or the highest rate permitted by law. In addition to the
foregoing remedies, the Tenant shall be entitled to such other legal and equitable remedies as may be provided by applicable law.


 


35.         MISCELLANEOUS.


 


a.           Gender.
Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.


 


b.           Binding
Effect. This Lease shall be binding upon and inure to the benefit of the parties hereto and, subject to the restrictions and
limitations herein contained, upon their respective heirs, personal representatives, successors and assigns.


 






    	 	22	 



     


    

 


c.           Waiver.
Lessor’s acceptance of Rent shall not be an acquiescence to any default nor a waiver of Lessor’s right to enforce the
default, regardless of Lessor’s knowledge of any default. The acceptance of Rent after the expiration or termination of this
Lease or after Lessor’s exercise of the right of re-entry shall not reinstate, continue or extend the Lease Term or revoke
such notice or action on the Lessor’s part or waive Tenant’s default and Lessor’s right to terminate Tenant’s
possession. No act or thing done by Lessor or its agents, employees or property manager during or after the Lease Term, including,
but not limited to, the explicit acceptance of surrender of the Premises shall constitute a release of Tenant’s liability
to perform this Lease. Acceptance of a part of the Rent due by Lessor shall not be a waiver of the balance due. Failure or delay
of Lessor in enforcing any default of Tenant, whether the default is known to Lessor or not, shall not relieve Tenant of the obligation
to perform all of Tenant’s obligations under this Lease and shall not waive Lessor’s right to enforce such default
or future defaults. There shall be no acceptance of surrender of the Premises, waiver of default, extension of the Lease Term,
amendment of the Rent or any other modification of this Lease except as done specifically in writing and signed by the Lessor.
No re-entry by Lessor and no acceptance by Lessor of keys from Tenant, shall be considered an acceptance of a surrender of the
Lease.


 


d.           Holidays.
For purposes of this Lease, holidays shall be defined as New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.


 


e.           Survival.
The indemnification obligations of the parties and the other Provisions of this Lease which relate to periods subsequent to the
expiration or termination of this Lease shall survive the expiration or termination of this Lease.


 


f.           Entire
Agreement. This Lease contains the entire agreement between the parties with respect to the Premises, the Common areas and
the Building and the Project.


 


g.           Amendment.
This Lease shall not be amended or extended except by written agreement signed by both parties.


 


h.           Governing
Law. This Lease and its performance shall be governed by the laws of the State of Minnesota.


 


i.           Headings.
The Section headings in this Lease are for convenience only and do not limit, enlarge or construe the text of this Lease, which
shall govern.


 


j.           Multiple
Tenants. If more than one person or entity shall sign this Lease as Tenant, the obligations set forth herein shall be deemed
joint and several obligations of each party.


 


k.           Time.
Time is of the essence.


 


l.           Relationship
of Parties. Nothing contained in this Lease shall be deemed or construed to create a partnership or joint venture of or between
Lessor and Tenant, or to create any other relationship between the parties other than that of lessor and tenant.


 






    	 	23	 



     


    

 


m.           Payment
Terms. Whenever any Provision of this Lease requires Tenant to pay any amount to Lessor or to reimburse Lessor for any costs,
expenses or charges, such payment shall, unless otherwise specified in this Lease, be due and payable in full as additional rent
hereunder within ten (10) days of the date of Lessor’s invoice for the same.


 


n.           Invalidity
of Particular Provisions. If any provision of this Lease is or becomes illegal, invalid, or unenforceable because of present
or future laws or any rule or regulation of any governmental authority, effective during the Lease Term, the intention of the parties
hereto is that the remaining Provisions of this Lease shall not be affected thereby unless such illegality, invalidity, or unenforceability
is, in the sole determination of Lessor, essential to the rights of both parties in which event Lessor has the right to terminate
this Lease on written notice to Tenant.


 


36.         EXPIRATION
DATE FOR ACCEPTANCE OF LEASE. The submission of this Lease to Tenant or its broker or other agent does not constitute an offer
to Tenant to lease the Premises. This Lease shall have no force and effect until, (i) it is executed and delivered by Tenant to
Lessor and (ii) it is fully reviewed and executed by Lessor; provided, however, that upon execution of this Lease by Tenant and
delivery to Lessor, such execution and delivery by Tenant shall, in consideration of the time and expense incurred by Lessor in
reviewing the Lease and Tenant’s credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions
set forth herein (which offer to lease shall be irrevocable for ten (10) business days following the date of delivery.


 


37.         EXHIBITS.
The following Exhibits attached to this Lease are hereby declared to be part of this Lease to the same extent and in the same manner
as if the provisions thereof were actually embodied in this Lease:


 


	 	Exhibit	 	Description
	 	A	 	Legal Description of Project
	 	B	 	Depiction of Storage Area (If Any)
	 	C	 	Depiction of Parking Stalls
	 	D	 	Depiction of Occupied Office Space
	 	E	 	Building Rules and Regulations
	 	F	 	Lease Guaranty




 


38.         CUMULATIVE
REMEDIES. Except as otherwise provided in this Lease, each right or remedy of either party provided for in this Lease shall
be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise.


 






    	 	24	 



     


    

 


IN WITNESS WHEREOF, the Lessor and Tenant have
executed this Lease Agreement as of the day, month and year first above written.


 


	 	LESSOR:
	 	 
	 	At Glenwood, LLC
	 	 
	 	By:  	/s/ Haig Newton
	 	Print: Haig Newton
	 	 
	 	Its: Partner
	 	 	 
	 	TENANT:
	 	 
	 	Tamble Inc.
	 	 
	 	By:  	/s/
    Chris Jahnke
	 	Print: Chris Jahnke
	 	 
	 	Its: Partner


 




    	 	25	 



     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION OF PROJECT


 




    	 	A-1	 



     


    

 


EXHIBIT B


 


DEPICTION OF STORAGE AREA


 


THIS SECTION LEFT INTENTIONALLY BLANK


 




    	 	B-1	 



     


    

 


EXHIBIT C


 


DEPICTION OF PARKING STALLS


 




    	 	C-1	 



     


    

 


EXHIBIT D


 


DEPICTION OF OCCUPIED OFFICE SPACE


 




    	 	D-1	 



     


    

 


EXHIBIT E


 


BUILDING RULES AND REGULATIONS


 


		A.	Obstruct Rights. Tenant shall not obstruct or interfere with the rights of other tenants of the Building, or of persons
who have business in the Building, or in any way injure or unreasonably annoy such tenants or persons.



 


		B.	Building Use. Tenant shall not use the Building for lodging, sleeping, cooking or for any immoral or illegal purpose
or for any purpose that will damage the Building, or the reputation thereof, or for any purpose other than that specified in the
lease.



 


		C.	Soliciting. Canvassing, soliciting and peddling in the Building are prohibited, and Tenant shall cooperate (call security
at _____________________) to prevent such activities.



 


		D.	Fire. Tenant shall not conduct mechanical or manufacturing operations, or place or use any inflammable, combustible,
explosive or hazardous fluid, chemical, device, substance or material in or about the Building without the prior written consent
of Lessor. Tenant shall comply with all rules, regulations, orders and requirements of the applicable Fire Rating Bureau, or any
other similar body, and Tenant shall not commit any act or permit any object to be brought or kept in the Building which shall
increase the rate of fire insurance on the Building or on property located therein.



 


		E.	Install Machinery. Tenants shall not install for use in the Building any air conditioning unit, engine, boiler, generator,
machinery, heating unit, stove, water cooler, ventilator, radiator or any other similar apparatus without the prior written consent
of Lessor, and then only as Lessor may direct.



 


		F.	Use of Machinery. Tenants shall not use in the Building any machines, other than standard office machines such as typewriters,
computers, calculators, copying machines and similar machines without the prior written approval of Lessor. Tenant shall not cause
improper noises, vibrations, or odors within the Building.



 


		G.	Recycling. The Building provides recycling of paper, cardboard, glass, and aluminum cans in the designated service area.



 


		H.	Delivery/Moving. Tenant shall move all furniture, fixtures and other personal property into, within and out of the Building
only at such times and through such entrances as may be designated by Lessor, and such movement of such items shall be under the
supervision of Lessor. Lessor reserves the right to inspect all such furniture, fixtures and other personal property to be brought
into the Building and to exclude from the Building all such objects which violate any of these rules and regulations or the provisions
of the lease. Tenant shall not move or install such objects in or about the Building in such a fashion as to unreasonably obstruct
the activities of other Tenants, and all such moving shall be at the sole expense, risk and responsibility of Tenant. Tenants shall
not use in the delivery, receipt or other movement of freight, supplies, furniture, fixtures and other personal property to, from
or within the Building, any hand trucks other than those equipped with rubber tires and side guards.



 






    	 	E-1	 



     


    

 


		I.	Weight Restrictions. Tenant shall not place within the Building any safes, copying machines, computer equipment or other
objects of unusual size or weight, nor shall Tenant place within the Building any objects which exceed the floor weight specifications
of the Building, without the prior written consent of Lessor. The placement and positioning of all such objects within the Building
shall be prescribed by Lessor and such objects shall, in all cases, be placed upon plats or footings of such size as shall be prescribed
by Lessor. Notwithstanding the foregoing, Lessor hereby approves the placement of not more than 35 four-drawer vertical file cabinets
which weigh not more than 500 pounds each when full in the Premises and agrees that the weight of such file cabinets does not violate
the weight restrictions noted herein; provided, however, that Tenant shall distribute such file cabinets throughout the Premises
to provide a reasonable dispersion of the weight of the same.



 


		J.	Trash Disposal. Tenant shall not deposit any trash, refuse, cigarettes, or other substances of any kind within or out
of the Building, except in refuse containers provided. Tenant shall not introduce into the Building any substance which might add
an undue burden to the cleaning of maintenance of the premises or the Building. Tenants shall exercise their best efforts to keep
the sidewalks, entrance, passages, courts, lobby areas, garages or parking areas, elevators, escalators, stairways, vestibules,
public corridors and halls in and about the Building (hereinafter “Common Areas”) clean and free from Tenant’s
rubbish.



 




    	 	E-2	 



     


    

 


EXHIBIT F


 


LEASE GUARANTY


 


THIS SECTION LEFT INTENTIONALLY BLANK


 






    	 	F-1