Exhibit 10.13

      

      

      

      

    

    

    STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

    
       

      1.        Basic Provisions (“Basic Provisions”).

      1.1       Parties.  This Lease (“Lease”), dated for reference purposes
          only January 20, 2021, is made by and between Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”) and Cue Health Inc., a Delaware corporation (“Lessee”),


          (collectively the “Parties”, or individually a “Party”).

      1.2(a)   Premises:  That certain real property, including all improvements therein or to be provided by Lessor
          under the terms of this Lease, commonly known as (street address, unit/suite, city, state):  6330 Nancy Ridge Drive, Suites 107 and 108, San Diego, California 92121 (“Premises”).  The Premises are located
          in the County of San Diego, and are generally described as (describe briefly the nature of the Premises and the “Project”):  approximately 8,010 rentable square feet in an industrial building.  In addition to Lessee’s rights to use and occupy the
          Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the building containing the Premises (“Building”) and to the Common Areas (as defined in Paragraph 2.7
          below), but shall not have any rights to the roof, or exterior walls of the Building or to any other buildings in the Project.  The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and
          improvements thereon, are herein collectively referred to as the “Project.”  (See also Paragraph 2)

      1.2(b)          Parking:  Pro rata share of unreserved vehicle parking spaces.  (See also Paragraph 2.6)

      1.3       Term:  Approximately three year and zero months (“Original Term”)



          commencing See Addendum (“Commencement Date”) and ending See Addendum (“Expiration Date”).  (See also Paragraph 3)

      1.4       Early Possession:  If the Premises are available Lessee may have non-exclusive possession of the
          Premises commencing on full execution of this Lease (“Early Possession Date”).  (See also Paragraphs 3.2 and 3.3)

      1.5       Base Rent:  $27,234.00 per month (“Base Rent”), payable on
          the first day of each month commencing on Commencement Date.  (See also Paragraph 4)

      ☑  If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.  See Addendum.

      1.6       Lessee’s Share of Common Area Operating Expenses:  four and 58/100ths percent ( 4.58 %) (“Lessee’s Share”).  In the event that the size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee’s Share to reflect such modification.

      1.7       Base Rent and Other Monies Paid Upon Execution:

      (a)          Base Rent:  $27,234.00 for the period first full month.

      (b)          Common Area Operating Expenses:  The current estimate for the period first full month is
          $2,803.50.

      (c)          Security Deposit:  $27,234.00 (“Security Deposit”).  (See
          also Paragraph 5) See Addendum.

      (d)          Other:  N/A for ____.

      (e)          Total Due Upon Execution of this Lease:  $57,271.50.

      1.8       Agreed Use:  Lab, R&D, office, shipping, receiving, assembly, manufacturing, and other related
          uses.  (See also Paragraph 6)

      1.9       Insuring Party.  Lessor is the “Insuring Party”.  (See also
          Paragraph 8)

      1.10     Real Estate Brokers.  (See also Paragraph 15 and 25)

      (a)          Representation:  Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency
          Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers (“Broker(s)”) and/or their agents (“Agent(s)”):

       

      Lessor’s Brokerage Firm Jones Lange LaSalle   License No. ___   Is the broker of (check one):   ☑ the Lessor; or □ both the Lessee and Lessor (dual agent).

       

      Lessor’s Agent Grant Schoneman and Chad Urie   License No.s 01516695 and 01261962, respectively are (check one):  ☑ the Lessor’s Agents (salesperson or broker associate); or □ both the Lessee’s Agent
        and the Lessor’s Agent (dual agent).

       

      Lessee’s Brokerage Firm Hughes Marino License No. ___  Is the broker of (check one):  ☑ the Lessee; or □ both the Lessee and Lessor (dual agent).

       

      Lessee’s Agent Shane Poppen License No. ___is (check one):  ☑ the Lessee’s Agent (salesperson or broker associate); or □ both the Lessee’s Agent and the Lessor’s Agent (dual agent).

       

      (b)          Payment to Brokers.  Lessor shall pay to the Brokers the brokerage fee agreed to in a separate
          written agreement for the brokerage services rendered by the Brokers.

      1.11     Guarantor.  The obligations of the Lessee under this Lease are to be guaranteed by N/A (“Guarantor”).  (See also Paragraph 37)

      1.12     Attachments.  Attached hereto are the following, all of which constitute a part of this Lease:

      ☑ an Addendum consisting of Paragraphs 50 through 74 ;

       

      ☑ a site plan depicting the Premises;

       

      □ a site plan depicting the Project;

       

      ☑ a current set of the Rules and Regulations for the Project;

       

      □ a current set of the Rules and Regulations adopted by the owners’ association;

       

      □ a Work Letter;

       

      □ other (specify): ____.

        

      

      2.         Premises.

      2.1       Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for
          the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease.  While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base
          Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different.  NOTE:  Lessee is advised to verify the actual size prior to executing this
            Lease.

      2.2       Condition.  Lessor shall deliver that portion of the Premises contained within the Building (“Unit”)
          to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so long as the required service contracts described in Paragraph
          7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, sump pumps, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the
          roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law.  If a non-compliance with such
          warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in
          this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense.  The warranty periods shall be as follows: 
          (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit.  If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance,
          malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7).  Lessor also warrants, that unless
          otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises.

      
        
          


      

      2.3       Compliance.  Lessor warrants that to the best of its knowledge the improvements on the Premises
          comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in effect at the time that each improvement, or
          portion thereof, was constructed.  Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use (see
          Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee.  NOTE:  Lessee is responsible for determining whether or not the Applicable
            Requirements, and especially the zoning are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.  If the Premises do not comply with said warranty, Lessor shall, except as
          otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense.  If Lessee does not give Lessor written notice of a
          non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense.  If the Applicable Requirements are hereafter changed so as to
          require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises
          and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

      (a)          Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by
          Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6
          months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and
          the amount equal to 6 months’ Base Rent.  If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90
          days thereafter.  Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

      (b)          If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated
          seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is
          due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises.  Lessee shall pay Interest on the balance but may prepay its obligation at any time.  If, however, such Capital Expenditure is required during
          the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee
          notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure.  If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure,
          Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid.  If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of
          this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

      (c)          Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new
          Applicable Requirements.  If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: 
          (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense.  Lessee shall not
          have any right to terminate this Lease.

      2.4       Acknowledgements.  Lessee acknowledges that:  (a) it has been given an opportunity to inspect and
          measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental
          aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and
          assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material
          to Lessee’s decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in
          this Lease.  In addition, Lessor acknowledges that:  (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole
          responsibility to investigate the financial capability and/or suitability of all proposed tenants.

      2.5       Lessee as Prior Owner/Occupant.  The warranties made by Lessor in Paragraph 2 shall be of no force
          or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises.  In such event, Lessee shall be responsible for any necessary corrective work.

      2.6       Vehicle Parking.  Lessee shall be entitled to use the number of Parking Spaces specified in
          Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking.  Lessee shall not use more parking spaces than said number.  Said parking spaces shall be used for parking by vehicles no larger than
          full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.”  Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9.  No vehicles other than
          Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor.  In addition:

      (a)          Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers,
          customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

      (b)          Lessee shall not service or store any vehicles in the Common Areas.

      (c)          If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without
          notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

      2.7       Common Areas - Definition.  The term “Common Areas” is
          defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the
          general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roofs,
          roadways, walkways, driveways and landscaped areas.

      2.8       Common Areas - Lessee’s Rights.  Lessor grants to Lessee, for the benefit of Lessee and its
          employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any
          rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project.  Under no circumstances shall the right herein granted to use the Common
          Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas.  Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be
          revoked at any time.  In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee,
          which cost shall be immediately payable upon demand by Lessor.

      
        
          


      

      2.9       Common Areas - Rules and Regulations.  Lessor or such other person(s) as Lessor may appoint shall
          have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care, and
          cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees.  Lessee agrees to abide by and
          conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform.  Lessor shall not be responsible to Lessee for the non-compliance
          with said Rules and Regulations by other tenants of the Project.

      2.10     Common Areas - Changes.  Lessor shall have the right, in Lessor’s sole discretion, from time to time:

      (a)          To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways,
          entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;

      (b)          To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

      (c)          To designate other land outside the boundaries of the Project to be a part of the Common Areas;

      (d)          To add additional buildings and improvements to the Common Areas;

      (e)          To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof;
          and

      (f)          To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the
          exercise of sound business judgment, deem to be appropriate.

       

      3.         Term.

      3.1       Term.  The Commencement Date, Expiration Date and Original Term of this Lease are as specified in
          Paragraph 1.3.

      3.2       Early Possession.  Any provision herein granting Lessee Early Possession of the Premises is subject
          to and conditioned upon the Premises being available for such possession prior to the Commencement Date.  Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises.  If Lessee totally or partially occupies the
          Premises prior to the Commencement Date, the obligation to pay Rent shall be abated for the period of such Early Possession.  Any such Early Possession shall not affect the Expiration Date.

      3.3       Delay In Possession.

      3.4       Lessee Compliance.  Lessor shall not be required to tender possession of the Premises to Lessee
          until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5).  Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including
          the payment of Rent, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance.  Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start
          Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

       

      4.         Rent.

      4.1       Rent Defined.  All monetary obligations of Lessee to Lessor under the terms of this Lease (except
          for the Security Deposit) are deemed to be rent (“Rent”).

      4.2       Common Area Operating Expenses.  Lessee shall pay to Lessor during the term hereof, in addition to
          the Base Rent, Lessee’s Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:

      (a)          “Common Area Operating Expenses” are defined, for purposes of this Lease, as all costs relating to
          the ownership and operation of the Project, including, but not limited to, the following:

      (i)          The operation, repair and maintenance, in neat, clean, good order and condition, and if necessary the replacement, of the following:

      (aa)          The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways,
          walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems.

      (bb) Exterior signs and any tenant directories.

      (cc) Any fire sprinkler systems.

      (dd) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant.

      (ii)          The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.

      (iii)          The cost of trash disposal, pest control services, property management, security services, owners’ association dues and fees, the cost
          to repaint the exterior of any structures and the cost of any environmental inspections.

      (iv)          Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment.

      (v)          Real Property Taxes (as defined in Paragraph 10).

      (vi)          The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.

      (vii)         Any deductible portion of an insured loss concerning the Building or the Common Areas.

      (viii)        Auditors’, accountants’ and attorneys’ fees and costs related to the operation, maintenance, repair and replacement of the Project.

      (ix)          The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however,
          that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee’s Share of 1/144th of the cost of such capital improvement in any given month.  Lessee shall pay
          Interest on the unamortized balance but may prepay its obligation at any time.

      (x)          The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense.

      (b)          Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other
          building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building.  However, any Common Area Operating Expenses and Real Property Taxes that are not specifically
          attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.

      (c)          The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation
          upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of
          them.

      (d)          Lessee’s Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder.  The amount of such
          payments shall be based on Lessor’s estimate of the annual Common Area Operating Expenses.  Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee’s
          Share of the actual Common Area Operating Expenses for the preceding year.  If Lessee’s payments during such year exceed Lessee’s Share, Lessor shall credit the amount of such over-payment against Lessee’s future payments.  If Lessee’s payments
          during such year were less than Lessee’s Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement.

      (e)          Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is
          otherwise reimbursed by any third party, other tenant, or insurance proceeds.

      
        
          


      

      4.3          Payment.  Lessee shall cause payment of Rent to be received by Lessor in lawful money of the
          United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due.  In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver
          and Lessee shall be obligated to pay the amount set forth in this Lease.  Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month.  Payment of
          Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing.  Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s
          rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating.  In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to
          Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier’s check.  Payments will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then
          to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.

       

      5.         Security Deposit.  Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security
          for Lessee’s faithful performance of its obligations under this Lease.  If Lessee fails to pay Rent, or otherwise Breaches under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount
          already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof.  If Lessor uses or applies all or any portion
          of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease.  Lessor shall not be required to keep the
          Security Deposit separate from its general accounts.  Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor.  Lessor shall upon written request
          provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied.  No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to
          be paid by Lessee under this Lease.  THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH’S RENT.

       

      6.        Use.

      6.1       Use.  Lessee shall use and occupy the Premises only for (1) the Agreed Use, or (2) subject to
          Lessor’s consent, any other legal use which is reasonably comparable thereto, and for no other purpose.  Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs
          occupants of or causes damage to neighboring premises or properties.  Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles.  Lessor shall not unreasonably
          withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not significantly
          more burdensome to the Project.  If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed
          Use.

      6.2       Hazardous Substances.

      (a)           Reportable Uses Require Consent.  The term “Hazardous Substance”
          as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either:  (i)
          potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third
          party under any applicable statute or common law theory.  Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof.  Lessee shall not engage
          in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements.  “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that
          requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which
          any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.  Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be
          used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable
          Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor.  In addition, Lessor may condition its consent to any Reportable Use upon receiving such
          additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on
          or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

      (b)           Duty to Inform Lessor.  If Lessee knows, or has reasonable cause to believe, that a Hazardous
          Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice,
          claim or other documentation which it has concerning the presence of such Hazardous Substance.

      (c)           Lessee Remediation.  Lessee shall not cause or permit any Hazardous Substance to be spilled or
          released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably
          recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by
          Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or Lessee’s agent’s or contractors.

      (d)           Lessee Indemnification.  Lessee shall indemnify, defend and hold Lessor, its agents, employees,
          lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance
          brought onto the Premises by or for Lessee, Lessee’s agents or contractors (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas
          outside of the Project not caused or contributed to by Lessee).  Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the
          cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.  No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee
          from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

      (e)           Lessor Indemnification.  Except as otherwise provided in paragraph 8.7, Lessor and its
          successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a direct result of
          Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees.  Lessor’s obligations, as and when required by the Applicable
          Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

      (f)           Investigations and Remediations.  Lessor shall retain the responsibility and pay for any
          investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking possession, unless such remediation measure is required
          as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment.  Lessee shall cooperate fully in any such activities at the request of
          Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

      (g)           Lessor Termination Option.  If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs
          during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and
          effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s
          expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee,
          within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice.  In the event Lessor elects to give
          a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the
          then monthly Base Rent or $100,000, whichever is greater.  Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment.  In such event, this Lease shall continue in full force and effect,
          and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available.  If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease
          shall terminate as of the date specified in Lessor’s notice of termination.

      
        
          


      

      6.3       Lessee’s Compliance with Applicable Requirements.  Except as otherwise provided in this Lease,
          Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of
          Lessor’s engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date.  Lessee shall, within 10 days after receipt of
          Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor
          in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. 
          Likewise, Lessee shall immediately give written notice to Lessor of:  (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors
          that might indicate the presence of mold in the Premises.

      6.4       Inspection; Compliance.  Lessor and Lessor’s “Lender” (as
          defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or
          testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease.  The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see
          Paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority.  In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is
          reasonably related to the violation or contamination.  In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request
          therefor.

       

      7.         Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

      7.1       Lessee’s Obligations.

      (a)           In General.  Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3
          (Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive
          use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or
          not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical,
          lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to
          Paragraph 7.2.  Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph
          7.1(b) below.  Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.

      (b)          Service Contracts.  Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with
          copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises:  (i) HVAC equipment, (ii)
          boiler and pressure vessels, and (iii) clarifiers.  However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.

      (c)           Failure to Perform.  If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1,
          Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order,
          condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

      (d)           Replacement.  Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below,
          and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost
          of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension
          thereof, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). 
          Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.

      7.2       Lessor’s Obligations.  Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance),
          4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the
          foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping,
          fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2.  Lessor shall not be obligated to paint the exterior
          or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises.

      7.3       Utility Installations; Trade Fixtures; Alterations.

      (a)           Definitions.  The term “Utility Installations” refers to
          all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.  The term
          “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises.  The term “Alterations” shall mean any modification of the improvements, other
          than Utility Installations or Trade Fixtures, whether by addition or deletion.  “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee
          that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

      (b)           Consent.  Lessee shall not make any Alterations or Utility Installations to the Premises without
          Lessor’s prior written consent.  Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible
          from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for additional modifications and/or
          improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in
          the aggregate or a sum equal to one month’s Base Rent in any one year.  Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor.  Lessor
          may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor.  Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor
          shall be presented to Lessor in written form with detailed plans.  Consent shall be deemed conditioned upon Lessee’s:  (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and
          specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner.  Any Alterations or Utility Installations shall be performed in a
          workmanlike manner with good and sufficient materials.  Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications.  For work which costs an amount in excess of one month’s Base Rent, Lessor may condition its
          consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.

      
        
          


      

      (c)           Liens; Bonds.  Lessee shall pay, when due, all claims for labor or materials furnished or
          alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein.  Lessee shall give Lessor not less than 10
          days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility.  If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at
          its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof.  If Lessor shall require, Lessee shall furnish a
          surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same.  If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorneys’ fees and
          costs.

      7.4       Ownership; Removal; Surrender; and Restoration.

      (a)           Ownership.  Subject to Lessor’s right to require removal or elect ownership as hereinafter
          provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises.  Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned
          Alterations and Utility Installations.  Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be
          surrendered by Lessee with the Premises.

      (b)           Removal.  By delivery to Lessee of written notice from Lessor not earlier than 90 and not later
          than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease.  Lessor may require the removal at any time
          of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

      (c)           Surrender; Restoration.  Lessee shall surrender the Premises by the Expiration Date or any
          earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted.  “Ordinary wear and tear” shall not
          include any damage or deterioration that would have been prevented by good maintenance practice.  Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall
          surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.  Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee
          owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee.  Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the
          Premises by or for Lessee, or Lessee’s agents or contractors (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) to the level specified in Applicable Requirements.  Trade Fixtures shall
          remain the property of Lessee and shall be removed by Lessee.  Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or
          retained by Lessor as Lessor may desire.  The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

       

      8.         Insurance; Indemnity.

      8.1       Payment of Premiums.  The cost of the premiums for the insurance policies required to be carried by
          Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense.  Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding
          Start Date or Expiration Date.

      8.2       Liability Insurance.

      (a)          Carried by Lessee.  Lessee shall obtain and keep in force a Commercial General Liability policy of
          insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas
          appurtenant thereto.  Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000.  Lessee shall add Lessor as an
          additional insured by means of an endorsement at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement.  The policy shall not contain any intra-insured exclusions as between
          insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease.  The limits of said insurance shall not, however,
          limit the liability of Lessee nor relieve Lessee of any obligation hereunder.  Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance
          carried by Lessor, whose insurance shall be considered excess insurance only.

      (b)          Carried by Lessor.  Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in
          addition to, and not in lieu of, the insurance required to be maintained by Lessee.  Lessee shall not be named as an additional insured therein.

      8.3       Property Insurance - Building, Improvements and Rental Value.

      (a)          Building and Improvements.  Lessor shall obtain and keep in force a policy or policies of
          insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises.  The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as
          the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof.  Lessee Owned Alterations and Utility Installations, Trade Fixtures, and
          Lessee’s personal property shall be insured by Lessee not by Lessor.  If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood
          and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the
          result of a covered loss.  Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance
          coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located.  If such insurance coverage has a deductible clause, the
          deductible amount shall not exceed a commercially reasonable amount.

      (b)          Rental Value.  Lessor shall also obtain and keep in force a policy or policies in the name of
          Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”).  Said insurance shall contain an agreed valuation
          provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.

      (c)          Adjacent Premises.  Lessee shall pay for any increase in the premiums for the property insurance
          of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.

      (d)          Lessee’s Improvements.  Since Lessor is the Insuring Party, Lessor shall not be required to insure
          Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

      8.4          Lessee’s Property; Business Interruption Insurance; Worker’s Compensation Insurance.

      (a)          Property Damage.  Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal
          property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations.  Such insurance shall be full replacement cost coverage with a commercially reasonable deductible.  The proceeds from any such insurance shall be used by Lessee for
          the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.

      (b)          Business Interruption.  Lessee shall obtain and maintain loss of income and extra expense
          insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a
          result of such perils.

      
        
          


      

      (c)          Worker’s Compensation Insurance.  Lessee shall obtain and maintain Worker’s Compensation Insurance
          in such amount as may be required by Applicable Requirements.  Such policy shall include a ‘Waiver of Subrogation’ endorsement.  Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the
          policy required by paragraph 8.5.

      (d)          No Representation of Adequate Coverage.  Lessor makes no representation that the limits or forms
          of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

      8.5       Insurance Policies.  Insurance required herein shall be by companies maintaining during the policy
          term a “General Policyholders Rating” of at least A-, VII, as set forth in the most current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender.  Lessee shall not do or permit to be done anything which
          invalidates the required insurance policies.  Lessee shall, prior to the Start Date, deliver to Lessor copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the
          required insurance.  No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor.  Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of
          renewals or “insurance binders” evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand.  Such policies shall be for
          a term of at least one year, or the length of the remaining term of this Lease, whichever is less.  If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to,
          procure and maintain the same.

      8.6       Waiver of Subrogation.  Without affecting any other rights or remedies, Lessee and Lessor each
          hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein.  The effect of such
          releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto.  The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such
          companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

      8.7       Indemnity.  Except for Lessor’s gross negligence or willful misconduct and subject to the waiver of
          subrogation below, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens,
          judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or
          by Lessee’s employees, contractors or invitees.  If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to
          Lessor and Lessor shall cooperate with Lessee in such defense.  Lessor need not have first paid any such claim in order to be defended or indemnified.

      8.8       Exemption of Lessor and its Agents from Liability.  Notwithstanding the negligence or breach of this
          Lease by Lessor or its agents and without limiting the generality of Paragraph 8.6 above, with respect to all claims for which Lessee maintains first party casualty insurance or is required to maintain
          insurance under Paragraph 8.4 above neither Lessor nor its agents shall be liable under any circumstances for:  (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee,
          Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold
          or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the
          Premises or upon other portions of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other
          lease in the Project, or (iii) injury to Lessee’s business or for any loss of income or profit therefrom.  Instead, it is intended that Lessee’s sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)
          that Lessee is required to maintain pursuant to the provisions of paragraph 8.  See Addendum.

      8.9       Failure to Provide Insurance.

       

      9.          Damage or Destruction.

      9.1       Definitions.

      (a)          “Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises,
          other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month’s Base Rent.  Lessor shall
          notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

      (b)          “Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises,
          other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month’s Base
          Rent.  Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

      (c)          “Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee
          Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

      (d)          “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at
          the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

      (e)          “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving
          the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration.

      9.2       Partial Damage - Insured Loss.  If a Premises Partial Damage that is an Insured Loss occurs, then
          Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided,
          however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a
          reasonable basis for that purpose.  Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in
          proceeds as and when required to complete said repairs.  In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable
          and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within
          10 days following receipt of written notice of such shortage and request therefor.  If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as
          reasonably possible and this Lease shall remain in full force and effect.  If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to:  (i) make such restoration and repair
          as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter.  Lessee shall not be entitled to reimbursement of any
          funds contributed by Lessee to repair any such damage or destruction.  Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any
          such insurance shall be made available for the repairs if made by either Party.

      9.3       Partial Damage - Uninsured Loss.  If a Premises Partial Damage that is not an Insured Loss occurs,
          unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either:  (i) repair such damage as soon as reasonably possible at Lessor’s expense (subject to reimbursement
          pursuant to Paragraph 4.2), in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. 
          Such termination shall be effective 60 days following the date of such notice.  In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to
          Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor.  Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment.  In such event this
          Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available.  If Lessee does not make the required commitment, this Lease shall terminate as of
          the date specified in the termination notice.

      
        
          


      

      9.4       Total Destruction.  Notwithstanding any other provision hereof, if a Premises Total Destruction
          occurs, this Lease shall terminate 60 days following such Destruction.  If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except
          as provided in Paragraph 8.6.

      9.5       Damage Near End of Term.  If at any time during the last 6 months of this Lease there is damage for
          which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30
          days after the date of occurrence of such damage.  Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such
          option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice
          purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires.  If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in
          insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect.  If Lessee fails to exercise such option and provide such
          funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

      9.6       Abatement of Rent; Lessee’s Remedies.

      (a)          Abatement.  In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous
          Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s
          use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance.  All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage,
          destruction, remediation, repair or restoration except as provided herein.

      (b)          Remedies.  If Lessor is obligated to repair or restore the Premises and does not commence, in a
          substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of
          which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice.  If Lessee gives such notice and such repair or restoration is not commenced within 30 days
          thereafter, this Lease shall terminate as of the date specified in said notice.  If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect.  “Commence” shall mean either the unconditional
          authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

      9.7       Termination; Advance Payments.  Upon termination of this Lease pursuant to Paragraph 6.2(g) or
          Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor.  Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not
          then required to be, used by Lessor.

       

      10.       Real Property Taxes.

      10.1     Definition.  As used herein, the term “Real Property Taxes”
          shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against
          any legal or equitable interest of Lessor in the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference
          to the Project address.  The term “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein:  (i) imposed by reason of events occurring during the term of this Lease, including but not limited to,
          a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.  In calculating Real Property Taxes for any
          calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common.

      10.2     Payment of Taxes.  Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property
          Taxes applicable to the Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2.

      10.3     Additional Improvements.  Common Area Operating Expenses shall not include Real Property Taxes
          specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.  Notwithstanding Paragraph 10.2 hereof,
          Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility
          Installations placed upon the Premises by Lessee or at Lessee’s request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.

      10.4      Joint Assessment.  If the Building is not separately assessed, Real Property Taxes allocated to the
          Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the
          assessor’s work sheets or such other information as may be reasonably available.  Lessor’s reasonable determination thereof, in good faith, shall be conclusive.

      10.5     Personal Property Taxes.  Lessee shall pay prior to delinquency all taxes assessed against and levied
          upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises.  When possible, Lessee shall cause its Lessee Owned Alterations and Utility
          Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor.  If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee
          shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

       

      11.        Utilities and Services.  Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal
          and other utilities and services supplied to the Premises, together with any taxes thereon.  Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s sole judgment, Lessor determines that Lessee is using a disproportionate
          amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it
          is emptied, then Lessor may increase Lessee’s Base Rent by an amount equal to such increased costs.  There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or
          discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions.

       

      Within fifteen days of Lessor’s written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable
        Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof.

        

      

      12.       Assignment and Subletting.

      12.1     Lessor’s Consent Required.

      (a)          Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or
          sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.

      
        
          


      

      (b)          Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall
          constitute an assignment requiring consent.  The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.

      (c)          The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing,
          transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such
          Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such
          reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent.  “Net Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally
          accepted accounting principles.

      (d)          An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a
          noncurable Breach without the necessity of any notice and grace period.  If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either:  (i) terminate this Lease, or (ii) upon 30 days written notice,
          increase the monthly Base Rent to 110% of the Base Rent then in effect.  Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar
          adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

      (e)          Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

      (f)          Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.

      (g)          Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party
          vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

      12.2     Terms and Conditions Applicable to Assignment and Subletting.

      (a)          Regardless of Lessor’s consent, no assignment or subletting shall :  (i) be effective without the express written assumption by such
          assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be
          performed by Lessee.

      (b)          Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an
          assignment.  Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.

      (c)          Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

      (d)          In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for
          the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.

      (e)          Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination
          as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as
          consideration for Lessor’s considering and processing said request.  Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested.  (See also Paragraph 36)

      (f)          Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering
          into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said
          assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

      (g)          Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee
          by this Lease unless such transfer is specifically consented to by Lessor in writing.  (See Paragraph 39.2)

      12.3     Additional Terms and Conditions Applicable to Subletting.  The following terms and conditions shall
          apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

      (a)          Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such
          Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent.  In the event that the amount collected by Lessor
          exceeds Lessee’s then outstanding obligations any such excess shall be refunded to Lessee.  Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the
          sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee.  Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach
          exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease.  Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any
          obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

      (b)          In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall
          undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such
          sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

      (c)          Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

      (d)          No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.

      (e)          Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of
          Lessee within the grace period, if any, specified in such notice.  The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

       

      13.       Default; Breach; Remedies.

      13.1     Default; Breach.  A “Default” is defined as a failure by the
          Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease.  A “Breach” is defined as the occurrence of one or more of the following Defaults, and the
          failure of Lessee to cure such Default within any applicable grace period:

      (a)          The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where
          the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

      (b)          The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to
          a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days
          following written notice to Lessee.  THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR’S RIGHTS, INCLUDING LESSOR’S RIGHT TO RECOVER POSSESSION OF THE PREMISES.

      
        
          


      

      (c)          The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public
          or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee.  In the event that Lessee commits waste, a nuisance or an illegal activity
          a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default.

      (d)          The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts,
          (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under
          Paragraph 41, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days
          following written notice to Lessee.

      (e)          A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9
          hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30
          days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

      (f)          The occurrence of any of the following events:  (i) the making of any general arrangement or assignment for the benefit of creditors; (ii)
          becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a
          trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other
          judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph
          is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

      (g)          The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

      (h)          If the performance of Lessee’s obligations under this Lease is guaranteed:  (i) the death of a Guarantor, (ii) the termination of a
          Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a
          Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then
          existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

      13.2          Remedies.  If Lessee fails to perform any of its affirmative duties or obligations, within 10
          days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or
          governmental licenses, permits or approvals.  Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor.  In the event of a Breach, Lessor may, with or
          without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

      (a)          Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall
          immediately surrender possession to Lessor.  In such event Lessor shall be entitled to recover from Lessee:  (i) the unpaid Rent which had been earned at the time of termination; (ii) 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 rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the
          unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately
          caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of
          reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease.  The
          worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises
          are located at the time of award plus one percent.  Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover any damages to which Lessor is otherwise entitled.  If termination of this
          Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part
          thereof in a separate suit.  If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the
          notice required by Paragraph 13.1.  In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such
          grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

      (b)          Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign,
          subject only to reasonable limitations.  Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

      (c)          Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. 
          The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or
          by reason of Lessee’s occupancy of the Premises.

      13.3     Inducement Recapture.  Any agreement for free or abated rent or other charges, the cost of tenant
          improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are
          hereinafter referred to as “Inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of this Lease.  Upon Breach of this
          Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor
          under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.  The acceptance by Lessor of rent or the cure of the Breach which initiated the operation
          of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

      13.4     Late Charges.  Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to
          incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain.  Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by
          any Lender.  Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of
          each such overdue amount or $100, whichever is greater.  The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment.  Acceptance of such late charge by
          Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder.  In the event that a late charge is payable
          hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

      13.5     Interest.  Any monetary payment due Lessor hereunder, other than late charges, not received by
          Lessor, when due shall bear interest from the 31st day after it was due.  The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by
          law.  Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

      
        
          


      

      13.6     Breach by Lessor.

      (a)          Notice of Breach.  Lessor shall not be deemed in breach of this Lease unless Lessor fails within a
          reasonable time to perform an obligation required to be performed by Lessor.  For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been
          furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably
          required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

      (b)          Performance by Lessee on Behalf of Lessor.  In the event that neither Lessor nor Lender cures said
          breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost
          to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s right to reimbursement from Lessor for any such expense in excess of
          such offset.  Lessee shall document the cost of said cure and supply said documentation to Lessor.

       

      14.       Condemnation.  If the Premises or any portion thereof are taken under the power of eminent domain or sold
          under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever
          first occurs.  If more than 10% of the floor area of the Unit, or more than 25% of the parking spaces is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written
          notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession.  If Lessee does not terminate
          this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused
          by such Condemnation.  Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages;
          provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to
          the provisions of this Paragraph.  All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all
          compensation which is payable therefor.  In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

       

      15.       Brokerage Fees.

      15.1     Additional Commission.

      15.2     Assumption of Obligations.

      15.3     Representations and Indemnities of Broker Relationships.  Lessee and Lessor each represent and
          warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled to any
          commission or finder’s fee in connection herewith.  Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed
          broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

       

      16.       Estoppel Certificates.

      (a)          Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party
          (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate”
          form published BY AIR CRE, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

      (b)          If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may
          execute an Estoppel Certificate stating that:  (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and
          (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance.  Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from
          denying the truth of the facts contained in said Certificate.  In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not
          contemplated by this Lease, the extent of which will be extremely difficult to ascertain.

      (c)          If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after
          written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the
          past 3 years.  All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

       

      17.       Definition of Lessor.  The term “Lessor” as used herein shall mean
          the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease.  In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor
          shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor.  Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all
          liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor.  Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only
          upon the Lessor as hereinabove defined.

       

      18.       Severability.  The invalidity of any provision of this Lease, as determined by a court of competent
          jurisdiction, shall in no way affect the validity of any other provision hereof.

       

      19.       Days.  Unless otherwise specifically indicated to the contrary, the word “days”
          as used in this Lease shall mean and refer to calendar days.

       

      20.       Limitation on Liability.  The obligations of Lessor under this Lease shall not constitute personal
          obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall
          not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

       

      21.       Time of Essence.  Time is of the essence with respect to the performance of all obligations to be performed
          or observed by the Parties under this Lease.

       

      22.       No Prior or Other Agreements; Broker Disclaimer.  This Lease contains all agreements between the Parties
          with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective.  Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own
          investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises.  Brokers have no responsibility with respect thereto or with
          respect to any default or breach hereof by either Party.

       

      23.       Notices.

      23.1     Notice Requirements.  All notices required or permitted by this Lease or applicable law shall be in
          writing and may be delivered in person (by hand or by overnight courier such as FedEx) or may be sent by certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or or by email, and shall be deemed sufficiently
          given if served in a manner specified in this Paragraph 23.  The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices.  Either Party may by written notice to the other
          specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice.  A copy of all notices to Lessor shall be concurrently transmitted to such party or
          parties at such addresses as Lessor may from time to time hereafter designate in writing.

      
        
          


      

      23.2     Date of Notice.  Any notice sent by registered or certified mail, return receipt requested, shall be
          deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon.  Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given
          24 hours after delivery of the same to the Postal Service or courier.  Notices delivered by hand, or transmitted by by email shall be deemed delivered upon actual receipt.  If notice is received on a Saturday, Sunday or legal holiday, it shall be
          deemed received on the next business day.

      23.3     Options.  Notwithstanding the foregoing, in order to exercise any Options (see paragraph 39), the
          Notice must be sent by Certified Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other methodology that provides a receipt establishing the date the notice was received by the Lessor.

       

      24.       Waivers.

      (a)          No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other
          term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof.  Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the
          obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.

      (b)          The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee.  Any payment by Lessee may be accepted by
          Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless
          specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

      (c)          THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF
          ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

       

      25.       Disclosures Regarding The Nature of a Real Estate Agency Relationship.

      (i)           Lessor’s Agent.  A Lessor’s agent under a listing agreement with the Lessor acts as the
          agent for the Lessor only.  A Lessor’s agent or subagent has the following affirmative obligations:  To the Lessor:  A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings
          with the Lessor.  To the Lessee and the Lessor:  (a) Diligent exercise of reasonable skills and care in performance of the agent’s duties.  (b) A duty of honest and fair dealing and good faith. 
          (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties.  An agent is not obligated to reveal to
          either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

      (ii)          Lessee’s Agent.  An agent can agree to act as agent for the Lessee only.  In these
          situations, the agent is not the Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor.  An agent acting only for a Lessee has the following affirmative
          obligations.  To the Lessee:  A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee.  To the Lessee and the Lessor: 


          (a) Diligent exercise of reasonable skills and care in performance of the agent’s duties.  (b) A duty of honest and fair dealing and good faith.  (c) A duty to disclose all facts known to the agent materially affecting the value or desirability
          of the property that are not known to, or within the diligent attention and observation of, the Parties.  An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the
          affirmative duties set forth above.

      (iii)          Agent Representing Both Lessor and Lessee.  A real estate agent, either acting directly
          or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee.  In a dual agency situation, the agent has the
          following affirmative obligations to both the Lessor and the Lessee:  (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee.  (b) Other duties to the Lessor and the Lessee as stated
          above in subparagraphs (i) or (ii).  In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts
          relating to either Lessee’s or Lessor’s financial position, motivations, bargaining position, or other personal information that may impact rent, including Lessor’s willingness to accept a rent less than the listing rent or Lessee’s willingness
          to pay rent greater than the rent offered.  The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests.  Lessor and Lessee should carefully read all
          agreements to assure that they adequately express their understanding of the transaction.  A real estate agent is a person qualified to advise about real estate.  If legal or tax advice is desired, consult a competent professional.  Both Lessor
          and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change.

      (b)

      (c)          Lessor and Lessee agree to identify to Brokers as “Confidential” any communication or information given Brokers that is considered by such
          Party to be confidential.

       

      26.       No Right To Holdover.  Lessee has no right to retain possession of the Premises or any part thereof beyond
          the expiration or termination of this Lease.  In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination.  Holdover Base Rent shall be
          calculated on monthly basis.  Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

       

      27.       Cumulative Remedies.  No remedy or election hereunder shall be deemed exclusive but shall, wherever
          possible, be cumulative with all other remedies at law or in equity.

       

      28.       Covenants and Conditions; Construction of Agreement.  All provisions of this Lease to be observed or
          performed by Lessee are both covenants and conditions.  In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease.  Whenever required by the context, the
          singular shall include the plural and vice versa.  This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

       

      29.       Binding Effect; Choice of Law.  This Lease shall be binding upon the Parties, their personal
          representatives, successors and assigns and be governed by the laws of the State in which the Premises are located.  Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are
          located.  Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding.

       

      30.       Subordination; Attornment; Non-Disturbance.

      30.1     Subordination.  This Lease and any Option granted hereby shall be subject and subordinate to any
          ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security
          thereof, and to all renewals, modifications, and extensions thereof.  Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or
          obligation to perform any of the obligations of Lessor under this Lease.  Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon
          this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

      30.2     Attornment.  In the event that Lessor transfers title to the Premises, or the Premises are acquired
          by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new
          lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner,
          and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations, except that such new owner shall not:  (a) be liable for any act or omission of any prior lessor or
          with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the
          return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

      
        
          


      

      30.3     Non-Disturbance.  With respect to Security Devices entered into by Lessor after the execution of this
          Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement
          provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises.

      30.4     Self-Executing.  The agreements contained in this Paragraph 30 shall be effective without the
          execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be
          reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

       

      31.       Attorneys’ Fees.  If any Party or Broker brings an action or proceeding involving the Premises whether
          founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees.  Such fees may be awarded in the
          same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment.  The term, “Prevailing Party” shall include, without limitation, a Party or Broker who
          substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense.  The attorneys’ fees award shall not be computed in
          accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred.  In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of
          notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and
          consultation).

       

      32.       Lessor’s Access; Showing Premises; Repairs.  Lessor and Lessor’s agents shall have the right to enter the
          Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs,
          improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material
          adverse effect on Lessee’s use of the Premises.  All such activities shall be without abatement of rent or liability to Lessee.

       

      33.       Auctions.  Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without
          Lessor’s prior written consent.  Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

       

      34.       Signs.  Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease”
          signs during the last 6 months of the term hereof.  Except for ordinary “For Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor’s prior written consent.  All signs must comply
          with all Applicable Requirements.

       

      35.       Termination; Merger.  Unless specifically stated otherwise in writing by Lessor, the voluntary or other
          surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor
          may elect to continue any one or all existing subtenancies.  Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have
          such event constitute the termination of such interest.

       

      36.       Consents.  All requests for consent shall be in writing.  Except as otherwise provided herein, wherever in
          this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed.  Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’,
          engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous
          Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor.  Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease
          exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent.  The failure to specify herein any particular condition to
          Lessor’s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given.  In the event that either
          Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following
          such request.

       

      37.       Guarantor.

      37.1     Execution.  The Guarantors, if any, shall each execute a guaranty in the form most recently published
          BY AIR CRE.

      37.2     Default.  It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request
          to provide:  (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of
          directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

       

      38.       Quiet Possession.  Subject to payment by Lessee of the Rent and performance of all of the covenants,
          conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

       

      39.       Options.  If Lessee is granted any option, as defined below, then the following provisions shall apply.

      39.1     Definition.  “Option” shall mean:  (a) the right to extend or
          reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c)
          the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

      39.2     Options Personal To Original Lessee.  Any Option granted to Lessee in this Lease is personal to the
          original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee or a Permitted Assignee (as such term is defined in the Addendum) and only while the original Lessee is in full possession of the Premises and, if
          requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

      39.3     Multiple Options.  In the event that Lessee has any multiple Options to extend or renew this Lease, a
          later Option cannot be exercised unless the prior Options have been validly exercised.

      39.4     Effect of Default on Options.

      (a)          Lessee shall have no right to exercise an Option:  (i) during the period commencing with the giving of any notice of Default and
          continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), or (iii) during the time Lessee is in Breach of this Lease.

      
        
          


      

      (b)          The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise
          an Option because of the provisions of Paragraph 39.4(a).

      (c)          An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after
          such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
          Lessee commits a Breach of this Lease.

       

      40.       Security Measures.  Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include
          the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same.  Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property
          from the acts of third parties.

       

      41.       Reservations.  Lessor reserves the right:  (i) to grant, without the consent or joinder of Lessee, such
          easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps,
          restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee.  Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.

       

      42.       Performance Under Protest.  If at any time a dispute shall arise as to any amount or sum of money to be paid
          by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there
          shall survive the right on the part of said Party to institute suit for recovery of such sum.  If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled
          to recover such sum or so much thereof as it was not legally required to pay.  A Party who does not initiate suit for the recovery of sums paid “under protest” within 6 months shall be deemed to have waived its right to protest such payment.

       

      43.       Authority; Multiple Parties; Execution.

      (a)           If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing
          this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.  Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of
          such authority.

      (b)           If this Lease is executed by more than one person or entity as “Lessee”, each such person or entity shall be jointly and severally
          liable hereunder.  It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the
          named Lessees had executed such document.

      (c)          This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall
          constitute one and the same instrument.

       

      44.       Conflict.  Any conflict between the printed provisions of this Lease and the typewritten or handwritten
          provisions shall be controlled by the typewritten or handwritten provisions.

       

      45.       Offer.  Preparation of this Lease by either party or their agent and submission of same to the other Party
          shall not be deemed an offer to lease to the other Party.  This Lease is not intended to be binding until executed and delivered by all Parties hereto.

       

      46.       Amendments.  This Lease may be modified only in writing, signed by the Parties in interest at the time of
          the modification.  As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining
          of normal financing or refinancing of the Premises.

       

      47.       Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
          THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

       

      48.       Arbitration of Disputes.  An Addendum requiring the Arbitration of all disputes between the Parties arising
          out of this Lease □ is  ☑ is not attached to this Lease.

       

      49.       Accessibility; Americans with Disabilities Act.

      (a)          The Premises:

      ☑ have not undergone an inspection by a Certified Access Specialist (CASp).  Note:  A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the
        applicable construction-related accessibility standards under state law.  Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a
        CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant.  The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection,
        the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

       □ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et
        seq.  Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential.

       □ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code
        §55.51 et seq.  Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations
        of construction related accessibility standards.

       In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease.

       (b)          Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon
          Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation.  In the event that Lessee’s use of the Premises requires modifications or additions to
          the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense.

       

      LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE
        PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

      
        
          


      

      ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. 
        THE PARTIES ARE URGED TO:

      1.          SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

      2.          RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT
          NOT BE LIMITED TO:  THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF
          THE PREMISES FOR LESSEE’S INTENDED USE.

       

      WARNING:  IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

       

    

    The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

     

    

    	
            Executed at:  ____

          	 	
            Executed at:  ____

          
	
            On: 1/22/2021

            

          	 	
            On:  1/22/2021

            

          
	
            By LESSOR:

            Nancy Ridge Technology Center, L.P., a California limited partnership

          	 	
            By LESSEE:

             

            Cue Health Inc., a Delaware corporation

             

            

          
	 	 	
            By:          

            

          	/s/ Ayub Khattak
	
            By:          

            

          	/s/ Christopher L. Loughridge	 	
            Name Printed:  Ayub Khattak

          
	
            Name Printed:  Christopher L. Loughridge

            Title:  Manager of General Partner

            Phone:  ____

            Fax:  ____

            Email:  ____

          	 	
            Title:  ____

            Phone:  ____

            Fax:  ____

            Email:  ____

          
	 	 	 
	 	 	
            By

          	 
	
            By:

          	 	 	
            Name Printed:  ____

          
	
            Name Printed:  ____

            Title:  ____

            Phone:  ____

            Fax:  ____

            Email:  ____

          	 	
            Title:  ____

            Phone:  ____

            Fax:  ____

            Email:  ____

          
	 	 	 
	
            Address:  7920 Miramar Road, Suite 123, San Diego, California 92126 (See addendum for additional address)

          	 	
            Address:  6330 Nancy Ridge Drive, Suite 107, San Diego, California 92126

          
	
            
              Federal ID No.:  _____

            

          	 	
            Federal ID No.: _____

          
	
            

            

          	 	 
	
            BROKER

          	 	
            BROKER

          
	 	 	 
	
            /s/ Jones Lange LaSalle

          	 	
            /s/ Hughes Marino

          
	 	 	 
	
            Attn:  Grant Schoneman and Chad Urie

          	 	
            Attn:  Shane Poppen

          
	
            Title:  ____

          	 	
            Title:  ____

          
	 	 	 
	
            Address:  ____

          	 	
            Address:  ____

          
	
            Phone:  ____

          	 	
            Phone:  ____

          
	
            Fax:  ____

          	 	
            Fax:  ____

          
	
            Email:  ____

          	 	
            Email:  ____

          
	
            Federal ID NO.:  ____

          	 	
            Federal ID NO.:  ____

          
	
            Broker DRE License #:  ____

          	 	
            Broker DRE License #:  ____

          
	
            Agent DRE License #:  ____

          	 	
            Agent DRE License #:  ____

          


    

    

    AIR CRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com

    NOTICE:  No part of these works may be reproduced in any form without permission in writing.

    
      
        


    

    
    Addendum to Lease

    

    

    This Addendum, dated January 20, 2021, constitutes an addendum to that certain Standard Industrial/Commercial Multi-Tenant Lease—Net (“the Lease”) by Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Cue Health Inc. (“Lessee”) pertaining to the Premises commonly known as 6330 Nancy Ridge Drive, Suites 107 and 108, San Diego, California 92121. 
      Defined (capitalized) terms used in this Addendum shall have the same meanings as in the Lease.  References contained herein to “this Lease” shall mean collectively the Lease, this Addendum, and all attached
      exhibits and schedules.  Lessor and Lessee hereby supplement the Lease, as follows:

    

    

    50.          Commencement Date; Expiration Date.  As used in this Lease, “Commencement Date” shall mean the date that is the later of (1) February 1, 2021 or (2) the date on which Lessor has Substantially Completed (as defined below) Lessor’s Work (defined below) and delivered to Lessee possession of the Premises.  As used in this Lease, “Expiration Date” means the last date of the thirty-sixth full calendar month following the Commencement Date (e.g., if the Commencement Date is January 15, 2021, then the
      Expiration Date will be January 31, 2024).  “Substantially Completed” means that Lessor’s Work has been completed other than Punchlist Items (as defined below) “Punchlist Items” shall mean only commercially
      reasonable punchlist items, the non-completion of which does not unreasonably interfere with Lessee’s use or occupancy of the Premises, and which punchlist items shall be corrected promptly by Lessor (within sixty (60) days following Lessor’s receipt
      of written notice thereof from Lessee) without unreasonable interference with Lessee’s use of or access to or from the Premises.

    

    

    51.          Additional Parties for Notices.

    

    

    51.1          All notices to be delivered to Lessor under this Lease shall also be delivered to the following parties in the manner described in Paragraph 23 of



      the Lease:

    	
            Rose Harris

            7920 Miramar Road, Suite 123

            San Diego, California 92126-4206

            Telephone:          858-271-4833

          	
            F. Sigmund Luther

            5333 Mission Center Road, Suite 360

            San Diego, California 92102

            Telephone:          619-239-0755

          


    

    

    51.2          All notices to be delivered to Lessee under this Lease shall also be delivered to the following party in the manner described in Paragraph 23 of



      the Lease:

    

    

    Cooley LLP

    4401 Eastgate Mall

    San Diego, California 92121-1909

    Attention Michael Levinson.

    

    

    52.          Annual Increases in Base Rent; Base Rent Abatement.  On each anniversary of the Commencement Date, the Base Rent shall increase by three percent. 



      The Base Rent for the second full calendar month of the Original Term shall be abated.

    
      1

      
        


    

    53.          Right to Recapture.  Lessor shall have the option, in Lessor’s sole and unfettered discretion, to terminate this Lease and recapture the Premises in lieu of approving any proposed
      sublease or assignment (excluding any sublease or assignment to a Permitted Assignee (defined below) and excluding any transfer to a Permitted Assignee).

    

    

    54.        Assignment/Subleasing Overage.  If Lessee assigns this Lease or subleases any portion of the Premises for more consideration than that paid by Lessee to Lessor (less any expenses
      incurred by Lessee during the Original Term to obtain such assignment or sublease, including without limitation brokerage fees and commissions, legal fees, moving costs, cost of improvements and marketing expenses), then 75 percent of such overage
      shall be paid by Lessee to Lessor as additional Rent.  If excess rent is being determined for a subtenant(s) that occupy(ies) less than all of the Premises, then the excess rent shall be the difference between (1) the amount of the rent and other
      amounts paid by the subtenant and (2) the amount of Base Rent and other charges due under this Lease, multiplied by a fraction, the numerator of which is the useable floor area of the Premises occupied by the subtenant and the denominator or which is
      the total useable floor area of the Premises.

    

    

    55.          Confidentiality.  All terms of this Lease are confidential.  Lessee shall not share any of the terms or conditions of this Lease with any other party without Lessor’s prior
      written permission; however, such confidentiality obligation shall not apply to Lessee’s disclosure to (1) Lessee’s attorneys, accountants, and other persons related to Lessee who, in the normal course of business, would have access to such knowledge
      or (2) any local, state, or federal regulation or law enforcement agency requesting the same under color of law or (3) prospective assignees, sublessees, investors, lenders and similar parties with a reasonable need to know the terms of this Lease.

    

    

    56.          Exemption of Lessor; Waiver of Consequential Damages.  Notwithstanding anything to the contrary contained in this Lease, (a) except for the waiver of subrogation provision in Paragraph 8.6 and except that Lessee shall look solely to its insurance required to be carried pursuant to Paragraphs 8.2(a), 8.4(a) or 8.4(b), in no event shall Lessor be
      exculpated in any manner to the extent of the gross negligence, willful misconduct or breach of this Lease by or of Lessor or any officer, employee, director, manager, contractor, or agent of Lessor and (b) neither Lessor nor Lessee shall have any
      liability to the other for any consequential, indirect, special or punitive damages.

    

    

    57.          Default Notices.  Any notices that are required to be served as a condition to initiating a special proceeding for unlawful detainer may be served pursuant to Code of Civil
      Procedure section 1162 or Paragraph 23 of the Lease, and any notice of Default described in the Lease will be in lieu of (not in addition to) any notice required by the Code of Civil Procedure.  With respect
      to all notices that may be delivered, the parties agree that in addition to the manner of delivery provided in Paragraph 23 of the Lease, notices may be delivered by FedEx or other similar overnight delivery
      service that provides evidence of receipt.

    
      2

      
        


    

    58.          Payment of Deductible Amounts.  Notwithstanding the waiver of subrogation in Paragraph 8.6 of the Lease, Lessee’s obligation with respect
      to payment of any “deductible amount” under Lessor’s liability, fire and/or casualty policies of insurance shall be as follows:

    

    

    58.1          If the damage or destruction is caused by the negligent or intentional act or omission by Lessee or Lessee’s agents, employees, invitees, or contractors or otherwise arises out of the
      operation of the Lessee’s business and/or occupancy of the Premises, then Lessee shall pay the full deductible amount, and such amount shall not be included in Common Area Operating Expenses; however, Lessee’s obligation under this Paragraph 58.1 shall not exceed $10,000.00 for each occurrence to which this Paragraph 58.1 applies.

    

    

    58.2          If the damage or destruction is caused by a negligent or intentional act or omission by another tenant of the Building or such other tenant’s agents, invitees, employees or contractors
      or otherwise arises out of the operation of such other tenant’s business and/or such other tenant’s occupancy of another portion of the Building, then (1) such other tenant shall pay the full “deductible amount,” (2) Lessee shall have no
      responsibility or liability therefor, and (3) such amount shall not be included as an element of Common Area Operating Expenses.

    

    

    58.3          If the damage or destruction arises from any other cause other than a cause described in the preceding subparagraphs 58.1 or 58.2, then the
      deductible amount shall be an item of Common Area Operating Expenses.

    

    

    59.          No Public Testing.  Lessee shall not use the Premises to conduct on-site testing of or taking samples from members of the general public.  Nothing contained in this Paragraph 59 shall be construed to prohibit Lessee from conducting on-site testing of or taking samples from Lessee’s employees, even if such employees do not typically work at the Premises.

    

    

    60.          Attorneys’ Fees.  Lessor shall further be entitled to recover reasonable attorneys’ fees incurred in connection with any hearing or motion for assumption or rejection of the Lease
      under United States Code Title 11.

    

    

    61.          Exit Assessment.  Upon the expiration or earlier termination of this Lease, Lessee shall surrender the Premises to Lessor free of any Hazardous Substance brought upon, kept,
      used, stored, handled, treated, generated in, or released or disposed of by Lessee (collectively, “Lessee HazMat Operations”).  At least 1 month prior to the surrender of the Premises or such earlier date as
      Lessee may elect to cease operations at the Premises, Lessee shall deliver to Lessor a narrative description of the actions proposed (or required by any governmental authority) to be taken by Lessee in order to surrender the Premises at the
      expiration or earlier termination of this Lease, free from any residual impact from the Lessee HazMat Operations and otherwise released for unrestricted use and occupancy (i.e., for all of the same uses as Lessee during its use of the Premises) (the
      “Decommissioning and HazMat Closure Plan”).  Such Decommissioning and HazMat Closure Plan shall be accompanied by a current listing of (i) all Hazardous Materials licenses and permits held by or on behalf of
      any Lessee Party with respect to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of by Lessee from the Premises, and shall be subject to the commercially reasonable review and approval of
      Lessor’s environmental consultant.  In connection with the review and approval of the Decommissioning and HazMat Closure Plan, upon the request of Lessor, Lessee shall deliver to Lessor or its consultant such additional nonproprietary information
      concerning Lessee HazMat Operations as Lessor shall reasonably request.  On or before such surrender, Lessee shall deliver to Lessor evidence that the approved Decommissioning and HazMat Closure Plan shall have been satisfactorily completed and
      Lessor shall have the right, subject to reimbursement at Lessee’s expense as set forth below, to cause Lessor’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm
      that the Premises are, as of the effective date of such surrender or early termination of this Lease, free from any residual impact from Lessee HazMat Operations.  Lessee shall reimburse Lessor, as Additional Rent, for the actual out-of-pocket
      expense incurred by Lessor for Lessor’s environmental consultant to review and approve the Decommissioning and HazMat Closure Plan and to visit the Premises and verify satisfactory completion of the same, which cost shall not exceed $2,500.  Lessor
      shall have the unrestricted right to deliver such Decommissioning and HazMat Closure Plan and any report by Lessor’s environmental consultant with respect to the surrender of the Premises to third parties.  If Lessee shall fail to prepare or submit a
      Decommissioning and HazMat Closure Plan approved by Lessor, or if Lessee shall fail to complete the approved Decommissioning and HazMat Closure Plan, or if such Decommissioning and HazMat Closure Plan, whether or not approved by Lessor, shall fail to
      adequately address any residual effect of Lessee HazMat Operations in, on or about the Premises, Lessor shall have the right to take such actions as Lessor may deem reasonable or appropriate to assure that the Premises and the Project are surrendered
      free from any residual impact from Lessee HazMat Operations, the cost of which actions shall be reimbursed by Lessee as Additional Rent.

    
      3

      
        


    

    62.          Lessee’s Remedies.  In addition to the remedies in Paragraph 9.6 of the Lease, Lessee shall have the right to terminate this Lease
      following Premises Partial Damage under the following circumstances:

    

    

    62.1          If the Premises Partial Damage materially affects Lessee’s use of the Premises, Lessee may terminate this Lease if either (1) the reasonably estimated time to repair the damage exceeds
      90 days or (2) Lessor has failed to complete Lessor’s repair work within the Repair Period (defined below) and such failure continues for 20 days following delivery by Lessee to Lessor of written notice that Lessee elects to terminate this Lease if
      Lessor’s repair work is not completed within 20 days after delivery of the notice.  As used herein, the term “Repair Period” shall mean the longer of (1) a period commencing on the date of the casualty and
      expiring 90 days thereafter or (2) a period commencing on the date of the casualty and expiring on the date Lessor has specified in a written notice delivered to Lessee as Lessor’s estimate of the reasonable time to repair; however, if, within 60
      days following the date of the casualty, Lessor fails to deliver to Lessee a written notice that specifies Lessor’s estimate of the reasonable time to repair, then the Repair Period shall be for 90 days following the date of the casualty.  In the
      case of termination when the reasonably estimated time to repair exceeds 90 days, Lessee must deliver to Lessor written notice of Lessee’s election to terminate within 30 days following the date of Lessee’s receipt from Lessor of written notice that
      the reasonably estimated time to repair exceeds 90 days, and such termination shall be effective upon Lessor’s receipt of the notice or such later date specified in the notice not exceeding 30 days after Lessor’s receipt of the notice.  In the case
      of termination when Lessor has not completed Lessor’s repair work within the Repair Period, Lessee must deliver Lessee’s 20-day notice prior to Lessor’s completion of Lessor’s repair work, and termination shall be effective upon expiration of the
      20-day period.  Nothing contained in this paragraph shall be construed to waive or relieve Lessee from any obligation that may exist to pay or contribute to the deductible amount or the cost of repair and restoration as provided above.

    
      4

      
        


    

    62.2          If at any time during the last nine months of this Lease the Premises is damaged and (1) such damage materially affects Lessee’s use of the Premises, (2) the cost of repair exceeds two
      months’ Base Rent, and (3) such damage was not caused by Lessee or Lessee’s employees, agents, or contractors, then Lessee may terminate this Lease following the occurrence of such damage by giving a written termination notice to Lessor within 30
      days after the date of occurrence of such damage.  If Lessee elects to terminate this Lease as allowed under the preceding sentence, then (1) such termination shall be effective as of the date Lessee specifies in such notice and (2) the obligations
      of the Parties under this Lease shall be the same as if this Lease naturally expired on the date of such termination.

    

    

    63.         Permitted Lease Assignments.  Lessor’s consent shall not be required for an assignment of this Lease (i) to any person(s) or entity that controls, is controlled by, or is under
      common control with Lessee, (ii) to any entity resulting from the merger, acquisition, consolidation, or other reorganization with Lessee, whether or not Lessee is the surviving entity, (iii) to any person or legal entity that acquires all or
      substantially all of the assets or stock of Lessee (each of the foregoing is hereinafter referred to as a “Permitted Assignee”), (iv) in connection with a sale of shares or other equity interests in Lessee
      pursuant to a registered public offering, or (v) in connection with any transfer of shares of stock in Lessee which transfer does not reduce the net worth of Lessee, provided that before such assignment shall be effective, (a) the Permitted Assignee
      shall deliver to Lessor a written document by which the Permitted Assignee assumes the obligations of Lessee under this Lease if the transaction involves an actual assignment of this Lease (e.g., if this Lease is assigned in connection with a sale of
      Lessee’s assets), (b) Lessor shall be given written notice of such assignment, including a copy of the document(s) that evidence the assignment, and (c) the use of the Premises by the Permitted Assignee shall be as set forth in Paragraph 1.8 of the Lease.  The term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management, affairs, and policies of anyone, whether through the
      ownership of voting securities, by contract, or otherwise.  A Permitted Assignee shall be permitted to exercise Lessee’s option to extend the term of this Lease.

    

    

    64.          Building Signage.  Lessee may, at Lessee’s cost, install Lessee’s name and logo on the exterior of the Premises, subject to Lessee’s receipt of Lessor’s prior written consent with
      respect to the size, design, and means of attachment.  Lessor’s consent shall not be unreasonably withheld.  Upon expiration or earlier termination of this Lease, Lessee shall remove all signs installed by Lessee in or about the Premises and repair
      all damage caused by such removal.

    

    

    65.        Contractors.  Lessor may require that Lessee use Lessor’s selected contractors to complete Alterations or perform Lessee’s maintenance and repair obligations with respect to the
      plumbing, electrical, and mechanical systems in the Premises; however, Lessee’s right to require that Lessee use Lessor’s selected contractors shall be subject to the condition that Lessor furnish to Lessee the names of at least two contractors for
      each trade for which Lessor requires that Lessee use Lessor’s selected contractors.

    

    

    66.          Renewal Option.  Lessee shall have one three-year option to renew the Lease.  The renewal option shall expire and be of no further force
      or effect if Lessee (a) Defaults under any of the terms or the Lease beyond applicable notice and cure periods, (b) fails to deliver Notice exercising said option nine months or more prior to the Expiration
      Date, or (c) subleases any portion of the Premises or Assigns the Lease to anyone other than an affiliate of Lessee.  If the provisions of this paragraph conflict with the provisions of Paragraph 39 of the
      Lease, the provisions of this paragraph shall prevail.  During the option period, all terms and conditions of this Lease shall remain in effect, except that Base Rent for the first year of the option period shall be the greater of (1) the Base Rent
      in effect during the year preceding the commencement of the option period or (2) the then prevailing market rate for comparable space in the Sorrento Mesa area.  After the Base Rent has been established for the first year of the option period, the
      Base Rent shall be subject to three percent annual increases, as provided above.

    
      5

      
        


    

    67.        Lessor’s Work; Lessee’s Early Access.  Lessor shall, at Lessor’s cost, complete the following work (collectively “Lessor’s Work”) (1) paint interior walls of the Premises using Project standard paint, (2) install Project standard lighting in Premises, and (3) install Project standard floor tile in lab areas of Premises.  Provided Lessee and
      Lessee’s contractor(s) do not interfere with the completion of Lessor’s Work and subject to Paragraph 3.2 of the Lease, Lessee may have early access to the Premises to install Lessee’s-Owned Alterations and
      Utility Installations.  Subject to Lessee’s compliance with Paragraph 7.3 of the Lease, Lessee may install in the Premises (1) new doors to create two small ante rooms in the
        lab support room closest to the hallway in Suite 107, (2) modified mechanical systems so that labs are negative pressure, (3) additional door(s)/opening between Suite 107 and 108, (4) connection to the backup generator to Suite 108, (5) additional
        emergency outlets, and (6) polished concrete in the office area.

    

    

    68.           Exclusions to Common Area Operating Expenses.  Common Area Operating Expenses shall not include:

    

    

    68.1          Leasing commissions, attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, or other occupants or prospective
      tenants or other occupants, or associated with the enforcement of any leases or the defense of Lessor’s title to or interest in the Project or any part thereof.

    

    

    68.2          Costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for other tenants or other occupants or
      in renovating or redecorating vacant space.

    

    

    68.3          Expenses in connection with services or other benefits of a type that are not provided to Lessee, but that are provided to other tenant(s) or occupant(s).

    

    

    68.4          Repairs and maintenance for items that are covered by guaranties that are or will be honored by the guarantor.

    

    

    68.5          Costs incurred due to violation by Lessor or any tenant of the terms and conditions of any other lease.

    

    

    68.6          Payments in respect to overhead and/or profit to subsidiaries of affiliates of Lessor or to any party as a result of noncompetitive selection process, for management or other services
      on or to the Project, or for supplies or other materials to the extent that the costs of such services, supplies or other materials exceed the costs that would have been paid had the services, supplies or materials been provided by parties
      unaffiliated with the Lessor on a competitive basis.

    
      6

      
        


    

    68.7          Costs related to Lessor refinancing the debt on the Project, including points and closing costs.

    

    

    68.8          Debt interest or amortization payments on any mortgages or deeds of trust

    

    

    68.9          Costs and expenses incurred by Lessor in connection with repairs undertaken by Lessor under the sections of the Lease entitled “Damage or Destruction” or “Condemnation.”

    

    

    68.10          reserves for or depreciation of the Project.

    

    

    68.11          salaries, wages, benefits and other compensation paid to officers and employees of Lessor who are not assigned in whole or in part (and, if in part, then on a pro rata basis based on
      the amount of time devoted to the Project) to the operation, management, maintenance or repair of the Project.

    

    

    68.12          general organizational, administrative and overhead costs relating to maintaining Lessor’s existence, either as a corporation, partnership, or other entity, including general
      corporate, legal and accounting expenses.

    

    

    68.13          costs of Lessor’s charitable or political contributions, or of fine art maintained at the Project.

    

    

    68.14          a property management fee in excess of 4% of gross receipts.

    

    

    68.15          any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants of the Project under leases for space in the Project.

    

    

    68.16          any costs incurred to remove, study, test or remediate hazardous materials that exist in or about the Project prior to the Commencement Date; and costs incurred to remove, remedy,
      contain, or treat hazardous material, which hazardous material is brought into the Project or onto the Project after the date hereof by Lessor or any other tenant of the Project.

    

    

    69.          Control Areas.  Lessee shall not store at the Premises more than Lessee’s pro rata share of allowed combustible materials based upon the ratio of the Premises floor area to the
      total “Control Area” of which the Premises is a part.

    

    

    70.          Energy Efficiency Reporting.  Lessee acknowledges that Lessor may, from time to time, be required to disclose certain information concerning the Premises’ energy use pursuant to
      California Public Resources Code Section 25402.10 and the regulations promulgated pursuant thereto (collectively, together with any future law or regulation regarding disclosure of energy efficiency data with respect to the Building, “Energy Disclosure Regulations”).  Lessee shall cooperate with Lessor with respect to any disclosure and/or reporting requirements pursuant to any Energy Disclosure Regulations.  Without limiting the generality of
      the foregoing, Lessee shall, within 20 days following request from Lessor, disclose to Lessor all information requested by Lessor in connection with the Energy Disclosure Regulations.  Lessee acknowledges that this information shall be provided on a
      non-confidential basis and may be provided by Lessor to the applicable utility providers, the California Energy Commission (and other governmental entities having jurisdiction with respect to the Energy Disclosure Regulations), and any third parties
      to whom Lessor is required to make the disclosures pursuant to the Energy Disclosure Regulations.

    
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    71.          AIR Printed Form Corrections.  The printed portion of the AIR form is modified as follows:

    

    

    (a)          [Intentionally deleted.]

    

    

    (b)          Paragraph 6.2(g) shall be amended as follows:  “(g) Lessor Termination Option.  If a Hazardous
      Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this
      Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor shall investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s
      expense.”

    

    

    (c)          In no event shall Lessee be responsible for any cost or expense pursuant to Paragraph 6.4 except to the extent that Lessee caused or contributed
      to a Hazardous Substance Condition.

    

    

    (d)          The following is hereby added to Paragraph 8.8: “Notwithstanding anything to the contrary contained in this Lease, neither Lessor nor Lessee
      shall have any liability to the other for any consequential, indirect, special or punitive damages.”

    

    

    (e)          Paragraph 9.6(a) is hereby amended by deleting the following term from the end of the first sentence: “but not to exceed the proceeds received
      from the Rental Value insurance.”

    

    

    (f)          Paragraph 12.1(d) shall be amended to read as follows: “(d) An assignment or subletting without consent shall be a Default curable after notice
      per Paragraph 13.1(d).”

    

    

    (g)          The last sentence of Paragraph 31 is hereby replaced with the following: “In addition, if Lessee is in Default of this Lease, Lessor shall be
      entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of such Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or
      resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).”

    

    

    (h)          Lessee’s obligation to reimburse Lessor for reasonable third-party out-of-pocket expenses incurred by Lessor in connection with Lessee’s request
      for Lessor’s consent under Paragraph 36 of the Lease shall not exceed $1,000.00 unless Lessor provides to Lessee advance written notice that such expenses may exceed $1,000.00.

    

    

    72.          Changes to Project.  Notwithstanding anything to the contrary in this Lease, in no event shall Lessor operate, maintain or make any changes
      to the Project or any portion thereof that will unreasonably interfere with or limit (a) Lessee’s access to or from the Premises, (b) Lessee’s use of the Premises, (c) Lessee’s parking, or signage under this Lease, or (d) views of or from the
      Premises.

    
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    73.          Payment of Rent.  Notwithstanding anything to the contrary in this Lease, Lessee may at its election pay any Rent to Lessor by electronic
      transfer and Lessor shall provide Lessee with ACH information upon request from Lessee.

    

    

    74.          Interference.  Notwithstanding anything to the contrary in this Lease, if (1) Lessee is unable to use the Premises or any parking rights
      under this Lease (whether by lack of services, lack of utilities, lack of access, repairs or construction, or any other reason, (2) such inability to use is not caused by an occurrence for which Lessee is required to maintain insurance under the
      terms of this Lease and (3) inability to use is not caused by Lessee and provided that such inability to use is caused by the acts or omissions of Lessor) for more than five (5) business days, then Rent shall be abated until the Premises may be used
      by Lessee (and if such lack of use is limited to a portion of the Premises, then such abatement of Rent shall be prorated based on the portion of the Premises that is unavailable) and if such inability lasts longer than thirty (30) days, then Lessee
      may, at its election, terminate this Lease.

    

    

    Schedule of Exhibits

    

    

    Exhibit A          Diagram of the Project that Includes the Location of the Premises

    Exhibit B          Rules and Regulations

    

    

  

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